DEF 14A of W. P. Carey Inc., Mar 27, 2026

DEF 14A of W. P. Carey Inc.

Filed Mar 27, 2026 · FY20250001025378-26-000063

Open on EDGAR

  1. Director Nominee Snapshot

    Director Nominee Snapshot The nominees for our Board are composed of our CEO and a mix of eight independent directors ranging from tenured to newer, each with different backgrounds. We believe this diversity provides the varied viewpoints and robust discussion that result in better outcomes for our shareholders.

  2. Director Nominee Snapshot

    | | | | | | Committee Memberships | | | | | | Nominee | | Age | Director Since | Independent | Audit | Compensation | Executive | Investment | Nominating and Corporate Governance | | | Constantin H. Beier | 54 | 2022 | ✓ | | | | | | | | Tonit M. Calaway | 58 | 2020 | ✓ | | | | | | | | Peter J. Farrell | 65 | 2016 | ✓ | | | | | | | | Robert J. Flanagan | 69 | 2018 | ✓ | | | | | | | | Jason E. Fox | 53 | 2018 | | | | | | | | | Rhonda O. Gass | 62 | 2024 | ✓ | | | | | | | | Margaret G. Lewis | 71 | 2017 | ✓ | | | | | | | | Christopher J. Niehaus | 67 | 2016 | ✓ | | | | | | | | Elisabeth T. Stheeman | 62 | 2022 | ✓ | | | | | | | | Non-Executive Chair Committee Chair Committee Member Financial Expert | | | | | | | | |

  3. Board Nominee Composition

    Board Nominee Composition Our Board brings a strong mix of real estate expertise, international insights, strategic planning, risk management & oversight and public company board and management experience. We believe our Director nominees have the skills and experience necessary to fulfill the Board's responsibilities for strategic oversight, succession planning and other fiduciary duties, as well as the knowledge and vision needed for the advancement of our business strategy and objectives. Proposal One:

  4. Election of Nine Directors

    Election of Nine Directors We first ask that you vote for each of the nine nominees, all of whom are current members of our Board, for election to the Board. We lead with this vote because we, the Board, oversee W. P. Carey as stewards of our stakeholders, including you, our shareholders.

  5. Election of Nine Directors

    | The Board recommends a vote FOR each of the nominees |

  6. Nominees for the Board of Directors

    Nominees for the Board of Directors Our Board members are diverse in talents, experiences and backgrounds but share track records of successful management and oversight of public and private companies. The Board recommends a vote FOR each of the nominees set forth on the following pages so we can continue along the path we have been actively pursuing. Unless otherwise specified, proxies will be voted FOR the election of the named nominees, each of whom was recommended by the Nominating and Corporate Governance Committee (the "NCG Committee") and approved by the Board. Assuming the presence of a quorum at the meeting of stockholders to be held on June 11, 2026 (the "Annual Meeting"), the affirmative vote of a majority of the votes cast for a nominee by the stockholders present, in person at the virtual meeting or by proxy, is required to elect each nominee.

  7. Nominees for the Board of Directors

    | Board Skills & Definitions | | | | | | | | | | | | Strategic Planning: Experience in critically assessing strategic opportunities and threats and developing effective strategies in the context of company objectives | | | | | | | | | | | | Accounting & Financial: Experience in understanding and overseeing financial reporting and internal controls and supporting the oversight and execution of our capital strategy and financial statements | | | | | | | | | | | | International Business: Knowledge of and experience in companies with operations outside of the U.S., specifically in Europe | | | | | | | | | | | | Risk Management & Oversight: Experience in the identification, evaluation, and prioritization of risks followed by coordinated and economical application of resources to minimize, monitor, and control them | | | | | | | | | | | | U.S. Public Company Executive Officer: Experience as a U.S. Public Company Executive Officer | | | | | | | | | | | | Public & Private Capital Markets: Experience in capital markets to provide financial services including equity offerings, debt offerings, trading and research | | | | | | | | | | | | Real Estate: Experience in commercial real estate managing, investing, owning or advising | | | | | | | | | | | | Information Technology & Cybersecurity: Experience in overseeing technology issues such as cybersecurity and other risks (e.g., data protection and privacy, business resilience), digital transformations and technology spending | | | | | | | | | | | | Human Capital Management: Experience in overseeing strategic human resource management including workforce planning, employee relations, job skills development and trainings focused on maintaining a supportive corporate culture and respecting differences | | | | | | | | | | | | Legal & Compliance: Experience in either a compliance function identifying an organization’s risks or a general legal function | | | | | | | | | | | | Environmental, Social and Governance: Experience with supervising or providing oversight on corporate responsibility initiatives, sustainability and environmental, social and governance practices matters | | | | | | | | | | | | Artificial Intelligence: Experience with engineered or machine-based systems designed to operate with varying levels of autonomy and that have the ability to generate outputs such as predictions, recommendations, or decisions | | | | | | | | | | |

  8. Nominees for the Board of Directors

    | Constantin H. Beier, 54 | | | Professional Experience ■Aon plc (NYSE: AON): Chief Operating Officer for Strategy & Technology Group (since June 2023); Member of the Executive Leadership Team (since 2020); Global Chief Data Officer (October 2021–June 2023); Global Head of Business Development for Data & Analytic Services Segment (2019–September 2021); Managing Director, Strategic Programs (2017–2019); Chief Operating Officer and Chief Financial Officer of Aon Inpoint (2015–2017); Chief Executive Officer of Aon Centre for Innovation & Analytics Dublin (2013–2015); and other positions (since 2003) ■Hengeler Mueller (Düsseldorf, Germany): Attorney-at-law (2001–2003) Non-Public Company Boards: Aon Life Solutions Ltd., Director (since January 2024); Aon Norway AS, Member (since 2016) Former Boards: Schule Schloss Salem, Member and Treasurer of the Supervisory Board (2010–March 2025); Aon Singapore Center for Innovation, Strategy and Management Pte. Ltd., Member (2013–May 2023); Aon's Centre for Innovation & Analytics Dublin, Member (2012–2019) Other Current Public Company Boards ■None Qualifications Mr. Beier brings to the Board more than 20 years of international business experience in enterprise risk management, data analytics and operations, as well as legal experience. His global experience, particularly in Europe, provides a source of expertise to the Company's operations. | Independent Director Since 2022 W. P. Carey Committees Compensation, Nominating and Corporate Governance |

  9. Nominees for the Board of Directors

    | | Strategic Planning | | Accounting & Financial | | International Business | | Risk Management & Oversight | | | Information Technology & Cybersecurity | | Human Capital Management | | Legal & Compliance | | |

  10. Nominees for the Board of Directors

    | Tonit M. Calaway, 58 | | | Professional Experience ■BorgWarner Inc. (NYSE: BWA): Executive Vice President, Chief Administrative Officer, General Counsel and Secretary (since 2020); Executive Vice President, Chief Legal Officer and Secretary (2018–2020); Executive Vice President and Chief Human Resources Officer (2016–2018) ■Harley-Davidson, Inc. (NYSE: HOG): Vice President Human Resources (2010–2016) ■Harley-Davidson Foundation: President (2010–2016) Former Board: Astronics Corporation (NASDAQ: ATRO), Director (2019–February 2022) Other Current Public Company Boards ■Air Products and Chemicals, Inc. (NYSE: APD) (since March 2022) Qualifications Ms. Calaway brings deep expertise in human capital management and corporate governance, as well as legal and regulatory experience, to the Board. Her familiarity with industrial and manufacturing leaders with large global operations brings valuable insight regarding our portfolio and investment processes. | Independent Director Since 2020 W. P. Carey Committees Compensation, Investment, Nominating and Corporate Governance |

  11. Nominees for the Board of Directors

    | | Strategic Planning | | Accounting & Financial | | International Business | | Risk Management & Oversight | | | U.S. Public Company Executive Officer | | Public & Private Capital Markets | | Information Technology & Cybersecurity | | Human Capital Management | | | Legal & Compliance | | Environmental, Social and Governance | | | | |

  12. Nominees for the Board of Directors

    | Peter J. Farrell, 65 | | | Independent Director Since 2016 W. P. Carey Committees Audit, Compensation (Chair), Investment | Professional Experience ■City Interests Development Partners LLC: Managing Partner and Founder (since 2020) ■City Interests LLC: Partner and Founder (2004–2019) ■PADC Realty Investors LLC: Partner and Founder (since 2004) ■Medical Office Properties Inc.: President and Chief Operating Officer (2000–2004) Former Board: CRT Properties Inc. (NYSE-listed REIT), Director (2004–2005) Other Current Public Company Boards ■None Qualifications Mr. Farrell brings to the Board over four decades of experience in real estate investment, finance, leasing and development, as well as public, private and international fundraising. His broad industry exposure and diverse skill set, along with his operating and board experience in the REIT industry, provide a significant source of industry knowledge and expertise to his position as Chair of the Compensation Committee. |

  13. Nominees for the Board of Directors

    | | Strategic Planning | | Accounting & Financial | | International Business | | Risk Management & Oversight | | | U.S. Public Company Executive Officer | | Public & Private Capital Markets | | Real Estate | | |

  14. Nominees for the Board of Directors

    | Robert J. Flanagan, 69 | | | Independent Director Since 2018 W. P. Carey Committees Audit (Chair), Investment | Professional Experience ■CNF Investments LLC: Managing Director (since 2006) ■Clark Enterprises, Inc.: Executive Chairman (January 2023–December 2025), Chief Executive Officer (January 2021–December 2022), President (2015–2020), Executive Vice President (1989–2015) ■A. James & Alice B. Clark Foundation: Trustee (2014–December 2025), Chairman (2015–2016), Director (2009–2016) Non-Public Company Boards: Brown Advisory Inc. (since 2016) Former Boards: Vascular Therapies, Inc. (2013–March 2025); Svelte Medical Systems, Director (2005–October 2023); Verax Biomedical, Director (2018–January 2023; Clark Enterprises Inc., Director (2008–January 2023); Development Insurance Group, Inc., Director (2008–January 2023); Federal City Council, Chairman (2014–2017); Sagent Pharmaceuticals, Inc. (NASDAQ: SGNT), Chairman (2015–2016), Director (2009–2016); Martek Biosciences Corporation (NASDAQ: MATK), Chairman (2007–2010), Director (2002–2010); Baltimore Orioles, Inc., Director and Treasurer (1981–1989) Other Current Public Company Boards ■None Qualifications Mr. Flanagan has extensive experience related to the acquisition, management and development of investment opportunities. His breadth of professional experiences is informed by expertise in a variety of subject areas, including accounting, finance, tax, strategic planning, leadership of complex organizations, corporate governance and board best practices. Mr. Flanagan's experience as a chief executive officer, certified public accountant, president and public company board member qualify him to be Chair of the Audit Committee. |

  15. Nominees for the Board of Directors

    | | Strategic Planning | | Accounting & Financial | | International Business | | Risk Management & Oversight | | | U.S. Public Company Executive Officer | | Public & Private Capital Markets | | Real Estate | | |

  16. Nominees for the Board of Directors

    | Jason E. Fox, 53 | | | Professional Experience ■W. P. Carey Inc.: Director and Chief Executive Officer (since 2018), President (since October 2024, 2015–2017), Head of Global Investments (2015–2016), Co-Head of Global Investments (2012–2015), Co-Head of Domestic Investments (2011–2012), Vice President (2002–2010) ■W. P. Carey Foundation Trustee (since 2018) Former Boards: Corporate Property Associates 18 – Global Incorporated, Director (2018–August 2022); Carey Watermark Investors Incorporated and Carey Watermark Investors 2 Incorporated, Director (2018–April 2020); Corporate Property Associates 17 – Global Incorporated, Director (2018) Other Current Public Company Boards ■Net Lease Office Properties (NYSE: NLOP): Trustee, Chair of the Board and Chief Executive Officer (since November 2023) Qualifications Mr. Fox has a deep understanding of W. P. Carey's business and its investment strategies. He has been responsible for sourcing, negotiating and structuring acquisitions on behalf of W. P. Carey and the various programs it has managed for over two decades. As Chief Executive Officer of W. P. Carey, he has oversight regarding every aspect of the Company, making information about the Company's day-to-day operations and insight into its broader strategies directly available to the Board in its deliberations. | Director Since 2018 W. P. Carey Committees None |

  17. Nominees for the Board of Directors

    | | Strategic Planning | | Accounting & Financial | | International Business | | Risk Management & Oversight | | | U.S. Public Company Executive Officer | | Public & Private Capital Markets | | Real Estate | | |

  18. Nominees for the Board of Directors

    | Rhonda O. Gass, 62 | | | Professional Experience ■Stanley Black & Decker, Inc. (NYSE: SWK): Chief Information Officer (since 2012) ■Dell Inc.: Vice President, IT Strategy, Technology, and Governance (2010–2012); Vice President, Information Technology (2007–2012); Vice President, Product Group (2001–2007) ■NCR Corporation (NYSE: NCR): Executive, Engineering Director, Site Leader, SW Development Manager and SW Developer (1985–2001) Non-Public Company Boards: Technology Business Management Council, Director (since 2017); HCLTech Customer Advisory Board, Member (since March 2021) Other Current Public Company Boards ■Flowers Foods, Inc. (NYSE: FLO) (since 2016) Qualifications Ms. Gass brings to the Board over two decades of experience in strategic and informational technology and assessing and managing cybersecurity and digital risk. As Chief Information Officer of Stanley Black & Decker, she is responsible for equipping the company's business with the digital and collaboration capabilities required to grow in the global marketplace. Her knowledge of IT strategy and security infrastructure is a significant asset to the Company's operations. | Independent Director Since 2024 W. P. Carey Committees Audit |

  19. Nominees for the Board of Directors

    | | Strategic Planning | | Accounting & Financial | | International Business | | Risk Management & Oversight | | | U.S. Public Company Executive Officer | | Information Technology & Cybersecurity | | Artificial Intelligence | | |

  20. Nominees for the Board of Directors

    | Margaret G. Lewis, 71 | | | Independent Director Since 2017 W. P. Carey Committees Compensation, Nominating and Corporate Governance (Chair) | Professional Experience ■Hospital Corporation of America (NYSE: HCA): Capital Division President (2004–2013) ■CJW Medical Center: Chief Executive Officer (2001–2004) ■Chippenham Medical Center/Johnston-Willis Medical Center: Chief Operating Officer (1998–2001) Former Boards: Federal Reserve Bank of Richmond, Chairman (2017–2018), Deputy Chairman (2014–2016 and 2019), Class C Director (2013–2019); Smithfield Foods (NYSE-listed), Director (2011–2013); Virginia Hospital and Healthcare Association, Board Member (2005–2013), Chairman and President of the Search Committee (2012–2013), Secretary and Treasurer (2010–2012) Other Current Public Company Boards ■Flowers Foods, Inc. (NYSE: FLO) (since 2014) Qualifications Ms. Lewis' extensive leadership experience and management skills have been honed over a variety of senior management roles, providing her with unique expertise in executive decision-making and strategic planning. As a registered nurse and a Fellow of the American College of Healthcare Executives, Ms. Lewis' background in healthcare and her diverse board experiences, including with the Federal Reserve Bank of Richmond, bring a robust and multi-disciplined approach to her role as Chair of the Nominating and Corporate Governance Committee, which also has purview over our ESG initiatives. |

  21. Nominees for the Board of Directors

    | | Strategic Planning | | Accounting & Financial | | Risk Management & Oversight | | U.S. Public Company Executive Officer | | | Information Technology & Cybersecurity | | Human Capital Management | | Legal & Compliance | | Environmental, Social and Governance |

  22. Nominees for the Board of Directors

    | Christopher J. Niehaus, 67 | | | Independent Director Since 2016 W. P. Carey Committees Investment (Chair), Nominating and Corporate Governance | Professional Experience ■BentallGreenOak: Managing Partner and Member of the Global Investment Committees and the Global Management Committee (since 2019), Chairman of U.S. Business (since April 2025), Head of U.S. Business (2019–April 2025) ■W. P. Carey Inc.: Non-Executive Chair of the Board (since 2019), Non-Executive Vice Chair of the Board (2018–2019) ■GreenOak Real Estate: Partner and Head of U.S. Business (2010–2019) ■Morgan Stanley Real Estate: Vice Chairman (2006–2010) ■Morgan Stanley: Head of Global Real Estate Investment Banking (1994–2006) Non-Public Company Boards: International Council of Shopping Centers, Trustee (since 1996) Other Current Public Company Boards ■None Qualifications Mr. Niehaus brings over four decades of experience in the real estate industry and a broad range of experience in finance, real estate investment banking, portfolio management and private equity, as well as public, private and international fundraising and fund management. He has served on the boards of private equity real estate companies in the U.S., Europe and Asia. Mr. Niehaus is a Managing Partner of BentallGreenOak, a global real estate investment management firm with over $90 billion of assets under management. Previously, he spent almost three decades at Morgan Stanley building and running one of the leading global real estate banking, lending and investing businesses, bringing invaluable experience to his role as Non-Executive Chair of the Board. |

  23. Nominees for the Board of Directors

    | | Strategic Planning | | Accounting & Financial | | International Business | | U.S. Public Company Executive Officer | | | Public & Private Capital Markets | | Real Estate | | | | |

  24. Nominees for the Board of Directors

    | Elisabeth T. Stheeman, 62 | | | Professional Experience ■Deloitte UK & North and South Europe: Independent Non-Executive Director and Member of the Oversight Board and the Audit Governance Board (since May 2024) ■LaSalle Investment Management: Global Chief Operating Officer and Member of the Global Management Committee (2013–2014) ■Morgan Stanley: Chief Operating Officer of the Investment Banking Division Real Estate and Natural Resources (2011–2012), Global Chief Operating Officer of Real Estate Investing (2007–2010) Former Boards: Asian Infrastructure Investment Bank – Multilateral Development Bank: External Member of Audit and Risk Committee (2021–September 2025); Bank of England: External Member of Financial Policy Committee (2018–February 2024) and Financial Market Infrastructure Board (2017–December 2023); German-British Chamber of Industry & Commerce: Member of Council (2016–September 2023); London School of Economics: Member of Council and Finance & Estates Committee (2016–August 2023); alstria office REIT-AG (ETR:AOX): Member of the Supervisory Board, Investment Committee and Nominations and Remunerations Committee (May 2021–May 2023); Aareal Bank AG Supervisory Board Member (2015–August 2022); Clariane SE (formerly Korian SA) Independent Non-Executive Director (2017–2019); TLG Immobilien AG Non-Executive Director (2014–2018) Other Current Public Company Boards ■M&G plc (FTSE: MNG): Independent Non-Executive Director (since August 2024) ■Edinburgh Investment Trust PLC (FTSE: EDIN): Chair (since July 2022), Non-Executive Director (since 2019) Qualifications Ms. Stheeman brings to the Board a wealth of experience in financial services, private equity, real estate and health care in the U.K., Germany and France. Before joining the Bank of England, she developed deep capital markets and real estate understanding through her role as Global Chief Operating Officer at LaSalle Investment Management and in her nearly 25-year executive career at Morgan Stanley. Her extensive board experience in the REIT industry provides a considerable source of knowledge and insight to the Board. | Independent Director Since 2022 W. P. Carey Committees Audit, Investment |

  25. Nominees for the Board of Directors

    | | Strategic Planning | | Accounting & Financial | | International Business | | Risk Management & Oversight | | | Public & Private Capital Markets | | Real Estate | | Information Technology & Cybersecurity | | Human Capital Management | | | Legal & Compliance | | Environmental, Social and Governance | | | | |

  26. 2025 DIRECTOR COMPENSATION TABLE

    2025 DIRECTOR COMPENSATION TABLE The following table sets forth information concerning the total compensation of the individuals who served as Non-Employee Directors during 2025, including service on all committees of the Board, as described above:

  27. 2025 DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total (5) ($) | | Mark A. Alexander(1)(3) | 119,880 | 174,986 | 294,866 | | Constantin H. Beier(1) | 120,000 | 174,986 | 294,986 | | Tonit M. Calaway(1) | 130,000 | 174,986 | 304,986 | | Peter J. Farrell(2) | 155,000 | 174,986 | 329,986 | | Robert J. Flanagan(2) | 145,000 | 174,986 | 319,986 | | Rhonda O. Gass(2)(4) | 109,872 | 174,986 | 284,858 | | Margaret G. Lewis(1) | 135,000 | 174,986 | 309,986 | | Christopher J. Niehaus(2) | 255,000 | 174,986 | 429,986 | | Elisabeth T. Stheeman(1) | 120,000 | 174,986 | 294,986 |

  28. 2025 DIRECTOR COMPENSATION TABLE

    1.Amounts in the Stock Awards Column reflect the aggregate grant date fair value calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("FASB ASC Topic 718") with respect to awards of 2,778 Director RSAs received on July 1, 2025 and outstanding as of December 31, 2025 and any additional shares received pursuant to their elections, outlined in the footnotes below. The grant date fair value per share of these annual Director RSAs, computed in accordance with FASB ASC Topic 718, was $62.99. The assumptions on which these valuations are based are set forth in Note 14 to the consolidated financial statements included in our Annual Report. Director RSAs are delivered immediately upon vest. 2.Amounts in the Stock Awards column reflect the aggregate grant date fair value calculated in accordance with FASB ASC Topic 718 with respect to awards of 2,778 Director RSUs received on July 1, 2025 and outstanding as of December 31, 2025 and any additional shares received pursuant to their elections, outlined in the footnotes below. The grant date fair value per share of these annual Director RSUs, computed in accordance with FASB ASC Topic 718, was $62.99. The assumptions on which these valuations are based are set forth in Note 14 to the consolidated financial statements included in our Annual Report. Directors received Director RSUs instead of Director RSAs because they elected to defer delivery of vested stock awards pursuant to the Deferred Compensation Plan. 3.Mr. Alexander, in lieu of cash, elected to receive his annual retainer and fees in the form of restricted stock awards. Mr. Alexander was issued 1,941 shares in lieu of cash retainer fees of $119,880. 4.Ms. Gass, in lieu of cash, elected to receive her annual retainer and fees in the form of Director RSUs. Ms. Gass was issued 1,779 Director RSUs in lieu of quarterly cash retainer fees of $109,872. Ms. Gass elected to defer delivery of shares until the February 15th following the year she leaves the Board. 5.There were no option awards, non-equity incentive compensation, or non-qualified deferred compensation granted to the Non-Employee Directors during 2025. The totals do not reflect dividends accrued during 2025 on the Stock Awards shown in the table because the dividends are reflected in the grant date fair values of the awards shown in the Stock Awards column.

  29. Compensation Principles

    | 1 | Compensation levels should be conservative and prudent. | 2 | Compensation should adequately reward those who create value for the Company and its shareholders. | 3 | Compensation should be tied to the Company's financial performance. | | ■ The Compensation Committee annually reviews the pay levels of our NEOs against those of our peers and generally finds our base salaries to be conservative and total compensation within a reasonable range of the median of our peers. | | ■ Approximately 74% of CEO pay and 52% of the remaining NEOs' pay opportunity is provided through equity-based compensation tied to long-term performance and vesting. ■ The Compensation Committee believes that senior management pay outcomes over time should be aligned with the shareholder experience. ■ Further, each of our NEOs is subject to rigorous stock ownership guidelines and our clawback and recoupment policies. | | ■ For 2025, 90% and 82% of the pay opportunity for our CEO and remaining NEOs, respectively, was at risk and subject to Company and/or stock price performance. ■ The Compensation Committee maintained the annual cash bonus plan and long-term incentive plan designs from 2024 into 2025. ■ The ultimate value of the performance-based equity awards granted in 2025 is tied to three-year relative TSR and three-year AFFO per share growth. | |

  30. 2025 BONUS PAYMENTS

    2025 BONUS PAYMENTS Our NEOs earned bonuses ranging from 114.7% to 118.2% of the target award. For 2025, our annual cash bonus plan ("ACB Plan") included both financial metrics and a strategic component for all NEOs. In addition to the Company's financial and strategic targets, Mr. Sabatini had a portion of his bonus tied to the performance of the Investments team that he leads. The following three financial metrics were used to calculate the funding of the formulaic portion of the NEO bonuses, which comprised two-thirds of the overall ACB Plan, with the exception of Mr. Sabatini as described above: AFFO per share (weighted 70%), net debt-to-adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA") (weighted 20%) and cash interest coverage ratio (weighted 10%).

  31. 2023-2025 PERFORMANCE SHARE UNIT AWARD PAYOUTS

    2023-2025 PERFORMANCE SHARE UNIT AWARD PAYOUTS In January 2023, PSUs were granted contingent on three-year performance against a preestablished metric of TSR relative to the constituents of the MSCI US REIT Index ("Relative TSR") up to 300% of target. PSUs for periods before and after 2023 included a Relative TSR metric and a metric tied to AFFO per share growth. In early 2023, the Committee determined to use Relative TSR as the sole metric given the then anticipated strategic exit from office assets that would make establishing three-year AFFO per share growth goals impractical. In February 2026, the Committee certified the performance achievement and approved a payout equal to 71% of target to all holders of such awards, including all of the NEOs.

  32. 2025 LONG-TERM INCENTIVE GRANTS

    2025 LONG-TERM INCENTIVE GRANTS The Compensation Committee maintained the same type of long-term incentive grants as in prior years and, in 2025, authorized grants to the NEOs in the form of PSUs and time-based RSUs. The Compensation Committee believes this mix of grants creates a strong connection between our multi-year performance and the actual payouts realized by our NEOs. RSUs vest in equal annual installments over a three-year period. For 2025, PSUs measure performance over a three-year period (2025–2027) and vest based on performance measured against two evenly weighted metrics TSR relative to the constituents of the MSCI US REIT Index and AFFO per share growth. No stock options were granted to our NEOs in 2025.

  33. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Compensation Committee engages an independent consultant to provide guidance on a variety of compensation matters. During 2025, the Compensation Committee continued to engage FW Cook as its independent compensation consultant. FW Cook conducts independent studies and provides objective advice on executive and nonemployee director compensation. FW Cook's role with the Company is as an advisor to the Compensation Committee on executive compensation matters. Each year, the Compensation Committee conducts an assessment, as required by SEC rules, to determine if any conflicts of interest exist with regard to its engagement of FW Cook. In conducting that assessment for 2025, the Compensation Committee reviewed a variety of factors, including those required by SEC rules, and determined that no such conflict of interest exists and that it is independent under the applicable SEC and NYSE listing independence criteria.

  34. Peer Comparison Group

    Peer Comparison Group When determining compensation levels for NEOs, the Compensation Committee considers several external market reference points, including published survey data and the competitive pay levels of an established group of publicly traded peer companies. This peer comparison group consists of companies having similar characteristics to us, as noted below, and with whom we compete for executive talent. FW Cook annually reviews the peer group to confirm the overall reasonableness of the group for compensation and design benchmarking purposes. The Compensation Committee then determines what changes, if any, are appropriate. The companies included in the peer group generally have the following characteristics: ■Companies that operate as publicly traded, internally-managed REITs; ■Companies within a reasonable size range, primarily measured by market capitalization and enterprise value; and ■Companies that may meet additional qualitative criteria intended to identify those most similar in business model and asset mix to the Company, including factors such as net lease focus, exposure to multiple asset classes, national diversity, diversified tenant base and international operations. In March 2024, the Compensation Committee, with input from management and FW Cook, reviewed and approved changes to the peer group used to inform 2025 pay decisions. Based on the review, the Compensation Committee determined to add Rexford Industrial and VICI Properties to the Company's peer group.

  35. Peer Comparison Group

    | Peer Group (used to inform 2025 pay decisions) | | | | Alexandria Real Estate Equities | Healthpeak Properties | Realty Income Corporation | | Brixmor Property Group | Kimco Realty Corporation | Rexford Industrial | | Digital Realty Trust | Medical Properties Trust | Ventas | | EPR Properties | NNN REIT | VICI Properties | | Gaming and Leisure Properties | Omega Healthcare | Welltower |

  36. Peer Group Changes

    Peer Group Changes In March 2025, the Compensation Committee, with input from management and FW Cook, reviewed and approved changes to the peer group used to inform 2026 pay decisions. Based on the review, the Compensation Committee determined to remove Welltower and add Essential Properties to the Company's peer group.

  37. Peer Group Changes

    | Peer Group (used to inform 2026 pay decisions) | | | | Alexandria Real Estate Equities | Gaming and Leisure Properties | Omega Healthcare | | Brixmor Property Group | Healthpeak Properties | Realty Income Corporation | | Digital Realty Trust | Kimco Realty Corporation | Rexford Industrial | | EPR Properties | Medical Properties Trust | Ventas | | Essential Properties | NNN REIT | VICI Properties |

  38. Elements of Compensation

    Elements of Compensation We use base salary, annual cash incentives and long-term equity incentives, as well as a range of benefit plans, as tools to help achieve our compensation objectives. Our approach to the mix of compensation among these elements emphasizes variable compensation, including bonuses and long-term incentives in the form of stock-based awards, over fixed compensation. The emphasis on stock-based awards vesting over time helps promote a long-term perspective and further align management's interests with those of our shareholders.

  39. Elements of Compensation

    | Element | Form | Compensation Objectives and Key Features | | Base Salary | Fixed Cash | ■ Fixed compensation component that provides a base level of competitive cash to compensate the executive officer for the scope and complexity of the position ■ Amounts based on an evaluation of the executive officer's experience, position and responsibility; intended to be competitive in the marketplace to attract and retain executives | | Annual Cash Incentive Award | Performance-Based Cash | ■ Variable cash compensation component that provides an incentive opportunity based on performance against formulaic financial metrics including AFFO per share, net debt-to-adjusted EBITDA ratio and Cash Interest Expense Coverage and qualitative metrics tied to broader strategic goals. ■ Most NEOs had two-thirds of their bonus tied to financial metrics and one-third tied to strategic achievements. Mr. Sabatini's bonus was tied two-thirds to the performance of the Investments team that he leads and one-third to the financial and strategic metrics applicable to our other NEOs. | | Long-Term Equity Incentives | Performance Stock Units (60% of LTI value) and Restricted Stock Units (40% of LTI value) | ■ Variable equity compensation designed to foster meaningful ownership of our common stock by management, align the interests of our management with the creation of long-term shareholder value and motivate our management to achieve long-term growth for the Company ■ For 2025, PSU awards under the long-term incentive plan ("LTIP") were tied to two equally weighted measures: TSR relative to the constituents of the MSCI US REIT Index and AFFO per share growth. ■ RSU awards vest in equal annual installments over a three-year period. |

  40. Elements of Compensation

    | Executive | Base Salary ($) | Target Annual Cash Incentive Opportunity ($) | Target Long-Term Equity Grant ($) | Target Total Compensation ($) | | Jason E. Fox | 1,000,000 | 1,500,000 | 7,000,000 | 9,500,000 | | ToniAnn Sanzone | 650,000 | 750,000 | 2,400,000 | 3,800,000 | | Brooks G. Gordon | 450,000 | 550,000 | 1,050,000 | 2,050,000 | | Jeremiah H. Gregory | 450,000 | 750,000 | 1,300,000 | 2,500,000 | | Gino M. Sabatini | 500,000 | 1,500,000 | 1,350,000 | 3,350,000 |

  41. ANNUAL CASH INCENTIVES

    ANNUAL CASH INCENTIVES Our 2025 ACB Plan was designed to motivate our NEOs to deliver strong financial performance and to provide a clear link between pay and performance. The Compensation Committee established target bonus opportunities for each NEO based on a variety of factors, including competitive market data, individual performance and role criticality. All NEOs had a portion of their bonus tied to financial metrics and a portion tied to strategic achievements. In addition to the Company’s financial and strategic targets, Mr. Sabatini also had a portion of his bonus tied to the performance of the Investments team that he leads. The Compensation Committee awarded Mr. Fox an overall payout of 118.0% of target and Mr. Sabatini received an overall payout of 118.2% of target, with a portion of his bonus paid as time-based RSUs that vest over a three-year period. The remaining NEOs were awarded an overall payout of 114.7% of target. ACTUAL BONUSES AWARDED TO THE NEOs:

  42. ANNUAL CASH INCENTIVES

    | | | | | | | | | 2025 Annual | | | | | | | | | | | Bonus Earned | | | | 2024 Bonus | Financial Performance | | Strategic Performance | | Investments(1) | | | Payout as | | Executive | Target ($) | Target ($) | Payout | Target ($) | Payout | Target ($) | Payout | Amount ($) | % of Target | | Jason E. Fox | 1,500,000 | 1,000,000 | 102.0% | 500,000 | 150% | — | —% | 1,770,000 | 118.0% | | ToniAnn Sanzone | 750,000 | 500,000 | 102.0% | 250,000 | 140% | — | —% | 860,250 | 114.7% | | Brooks G. Gordon | 550,000 | 367,000 | 102.0% | 183,000 | 140% | — | —% | 630,850 | 114.7% | | Jeremiah H. Gregory | 750,000 | 500,000 | 102.0% | 250,000 | 140% | — | —% | 860,250 | 114.7% | | Gino M. Sabatini | 1,500,000 | 334,000 | 102.0% | 166,000 | 140% | 1,000,000 | 120.0% | 1,773,000 | 118.2% |

  43. ANNUAL CASH INCENTIVES

    1.Only Mr. Sabatini has a bonus target measured against performance of the Investments Department, which he leads. Mr. Sabatini earned $1,200,000 based on 2025 Investments Department results, which was paid $1,000,000 in cash and $200,000 (the full portion above target) in equity, issued in January 2026. Mr. Sabatini's bonus portion tied to the Investment Department provides for any portion above target to be paid in time-based RSUs vesting over a three-year period. Funding of the financial performance metrics was calculated using three financial performance metrics, AFFO per share (weighted 70%), Net Debt to Adjusted EBITDA (weighted 20%) and Cash Interest Expense Coverage (weighted 10%). The Compensation Committee placed the highest weighting on AFFO per share, as it represents a key metric of our financial success. Our Net Debt to Adjusted EBITDA and Cash Interest Expense Coverage results help us maintain a competitive cost of capital, which serves as a key driver of our future growth. Our three metrics are all distinct, measurable and rigorous and provide our NEOs with a clear view of how our financial performance impacts compensation. Funding based on the financial performance of these three metrics ranges from 50% to 150% of target, with zero payout for performance below the threshold level. The Compensation Committee maintains its discretion to increase or decrease the formulaically funded payout based on its assessment of overall Company performance in appropriate circumstances.

  44. ANNUAL CASH INCENTIVES

    | Financial Performance Metric | Weighting | Performance Range | Payout Target | | AFFO per Share | 70% | | | | Threshold | | $4.74 | 50% | | Target | | $4.89 | 100% | | Maximum | | $5.04 | 150% | | Results | | $4.97 | 126.7% | | Net Debt to Adjusted EBITDA | 20% | | | | Threshold | | 6.0x | 50% | | Target | | 5.7x | 100% | | Maximum | | 5.4x | 150% | | Results | | 5.9x(1) | 66.7% | | Cash Interest Expense Coverage | 10% | | | | Threshold | | 5.2x | 50% | | Target | | 5.5x | 100% | | Maximum | | 5.8x | 150% | | Results | | 5.1x(1) | 0.0% | | | | Total Weighted Payout | 102.0% |

  45. ANNUAL CASH INCENTIVES

    1.The Company revised its definition for calculating Adjusted EBITDA as of the third quarter of 2025, which is used in various disclosure metrics. However, since the targets for Net Debt to Adjusted EBITDA and Cash Interest Expense Coverage were set using the previous methodology, the results shown above align with the previous definition of Adjusted EBITDA. Refer to Appendix A for the definition used in this calculation. The strategic component of NEO bonuses is not formulaic or quantitative. The strategic goals approved by the Compensation Committee included advancing our growth strategy, maintaining a strong balance sheet and liquidity position, talent development, investor outreach and communication strategy and operational efficiency. Based on its overall assessment of our performance during 2025, the Compensation Committee awarded our CEO 150% of his strategic target and all other NEOs 140% of their strategic target. A portion of Mr. Sabatini’s bonus target was tied to investments goals, including deal volume. For competitive reasons, we do not disclose publicly the specifics related to these goals.

  46. LONG-TERM INCENTIVE PLAN AWARDS

    LONG-TERM INCENTIVE PLAN AWARDS The LTIP is designed to reward key employees for high performance and to drive shareholder value. Awards for our NEOs are delivered 40% in the form of time-based RSUs that vest in equal annual installments over a three-year period and 60% in the form of PSUs that are earned after a three-year performance period based on the achievement of specific performance goals established at the beginning of the cycle. The Compensation Committee approves PSU goals after evaluating goals proposed by management that consider our long-term financial plan, historical results and expected results. The Compensation Committee considers these recommendations in conjunction with the Company's established long-term business plan in order to determine the final goals. From time to time, the Compensation Committee's independent compensation consultant assists with the goal-setting process by providing analyses of historical peer group performance. The table below presents the LTIP award amounts for 2025. These amounts may differ from the values shown in the Summary Compensation Table and Grants of Plan-Based Awards tables since SEC disclosure rules require companies calculate and present the grant date fair value of equity awards based on accounting fair value estimates. The amounts represent the Compensation Committee's approved value as determined based on a variety of factors, including market competitiveness, internal equity, contribution, experience and uniqueness of role. Once approved, the Company's grant date stock price is used to determine the number of shares ultimately awarded. The grant date fair value is calculated by multiplying the number of shares awarded by the Company's fair value estimate at time of issuance. The Compensation Committee regularly reviews the Company’s progress toward achieving each of the PSU goals and, after the end of each three-year PSU performance cycle, evaluates the Company’s actual performance compared to the preset goals in order to determine the payout level achieved. PSUs granted in 2025 may earn between 0% and 300% of the target number of shares granted depending on performance against two equally weighted metrics: TSR relative to the constituents of the MSCI US REIT Index and AFFO per share compound annual growth rate. These metrics were selected to align with the Company’s goals of outperforming an established benchmark index for similar REITs, sustainably growing funds available for dividends and appropriately managing shareholder dilution. Payment levels are linearly interpolated between each level of performance to recognize, reward and incentivize incremental performance gains between each performance goal.

  47. LONG-TERM INCENTIVE PLAN AWARDS

    | Executive | Target LTI Award ($) | Value of PSUs (60% of total) ($) | Value of RSUs (40% of total) ($) | | Jason E. Fox | 7,000,000 | 4,200,000 | 2,800,000 | | ToniAnn Sanzone | 2,400,000 | 1,440,000 | 960,000 | | Brooks G. Gordon | 1,050,000 | 630,000 | 420,000 | | Jeremiah H. Gregory | 1,300,000 | 780,000 | 520,000 | | Gino M. Sabatini(1) | 1,350,000 | 810,000 | 540,000 |

  48. LONG-TERM INCENTIVE PLAN AWARDS

    1.In November 2025, Mr. Sabatini received a separate grant of 100 RSUs for reaching an anniversary milestone, which is not shown in the table above, with a grant date fair value of $6,649.The grants of RSUs for anniversary milestones are available to all employees for achievement of years of service and are subject to vest in three annual installments commencing on February 15 of the year following the year granted.

  49. 2025–2027 PSUs

    2025–2027 PSUs

  50. 2025–2027 PSUs

    | Performance Level(1) | Relative TSR (vs. MSCI US REIT Index) (%) | Payout as Target (%) | | Below Threshold | <25th percentile | — | | Threshold | 25th percentile | 50 | | Target | 50th percentile | 100 | | Stretch | 75th percentile | 200 | | Maximum | >90th percentile | 300 |

  51. 2025–2027 PSUs

    1.Also includes AFFO per share targets that we have not included here for competitive reasons.

  52. 2023–2025 PSUs

    2023–2025 PSUs In early 2023, the Committee determined to use Relative TSR as the sole metric given the then anticipated strategic exit from office that would make establishing three-year AFFO per share growth goals impractical. The calculation of our 2023–2025 PSU payout is presented in the table below. Our NEOs also earned dividend equivalent shares on their earned PSUs, which were delivered in equal proportion to the number of underlying shares earned.

  53. 2023–2025 PSUs

    | Performance Level | Relative TSR (vs. MSCI US REIT Index) (%) | Payout as Target (%) | | Below Threshold | <25th Percentile | — | | Threshold | 25th Percentile | 50 | | Target | 50th Percentile | 100 | | Stretch | 75th Percentile | 200 | | Maximum | >90th Percentile | 300 | | Actual Results | 35.3rd Percentile | | | Payout | 71% | 71% |

  54. DEFERRED COMPENSATION PLANS

    DEFERRED COMPENSATION PLANS Payment of the shares underlying LTIP awards may be deferred pursuant to the Deferred Compensation Plan and are subject to the requirements of Section 409A of the Internal Revenue Code, which we refer to in this Proxy Statement as the Code. Messrs. Fox, Gregory and Sabatini elected to defer receipt of the underlying shares for awards of RSUs and PSUs that were granted in 2025, with the exception of an anniversary grant of 100 RSUs made to Mr. Sabatini in November 2025 that was ineligible for deferral, and Ms. Sanzone elected to defer receipt of the underlying shares for awards of PSUs that were granted in 2025 through the Deferred Compensation Plan. Deferred awards under certain prior compensation plans are also maintained in the Deferred Compensation Plan. These partnership equity unit plans, or PEP Plans, were discontinued in 2007, and the PEP awards were converted to RSUs in 2009. These Rollover RSUs, which were required to be deferred for a minimum of two years, are payable in accordance with the employees' prior elections. Currently, of the NEOs listed in the compensation tables, Mr. Sabatini holds Rollover RSUs. Deferred awards do not accrue interest or amounts other than dividend equivalents as may be required pursuant to underlying award agreements. Deferred amounts are payable in accordance with participants' deferral elections.

  55. Employment Agreements

    Employment Agreements We have, from time to time, entered into employment agreements when we have deemed it to be advantageous in order to attract or retain certain individuals. None of the NEOs have employment agreements as of the date of this Proxy Statement.

  56. Executive Severance Plan

    Executive Severance Plan The Compensation Committee adopted an Executive Severance Plan (“ESP”) in December 2025. The ESP provides our NEOs with post-termination payments in the event of a termination without Cause or a resignation with Good Reason (each as defined in the ESP), including in connection with a Change-in-Control ("CIC") (as defined in the ESP). We designed the ESP to provide our NEOs a reasonable amount of financial security following a qualifying termination, which we believe supports our NEO talent attraction and retention objectives and helps ensure our executives are incentivized to act in the best interests of our Company and stockholders in all circumstances. In addition, the adoption of the ESP mitigates the need to individually negotiate arrangements at the time of termination and provides consistency and predictability to our NEOs in the severance payments that would apply should a termination occur. The Compensation Committee views the benefits provided under the ESP as competitive relative to severance provisions in place among our peer group companies. Receipt of any severance payments under the ESP requires an NEO to sign a waiver and general release of claims against the Company, and to agree to and comply with certain restrictive covenants that protect the Company. Violation of the applicable restrictive covenants could result in the cessation of severance payments and offer an opportunity for the Company to seek recovery of any or all previously paid severance payments.

  57. Summary Compensation

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1)(2)(9) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | Jason E. Fox CEO | 2025 | 1,000,000 | — | 7,986,686 | 1,770,000 | 30,000 | 10,786,686 | | | 2024 | 1,000,000 | — | 7,712,724 | 1,408,000 | 33,000 | 10,153,724 | | | 2023 | 1,000,000 | — | 10,457,932 | 1,500,000 | 33,000 | 12,990,932 | | ToniAnn Sanzone(5) CFO | 2025 | 647,308 | — | 2,738,212 | 860,250 | 30,000 | 4,275,770 | | | 2024 | 550,000 | — | 2,448,466 | 704,000 | 33,000 | 3,735,466 | | | 2023 | 550,000 | — | 3,165,493 | 750,000 | 33,000 | 4,498,493 | | Brooks G. Gordon Head of Asset Management | 2025 | 450,000 | — | 1,197,933 | 630,850 | 30,000 | 2,308,783 | | | 2024 | 450,000 | — | 1,406,815 | 516,361 | 33,000 | 2,406,176 | | | 2023 | 449,519 | — | 1,688,595 | 550,000 | 33,000 | 2,721,114 | | Jeremiah H. Gregory(6) Head of Strategy and Capital Markets | 2025 | 447,038 | — | 1,483,179 | 860,250 | 30,000 | 2,820,467 | | Gino M. Sabatini(7)(8) Head of Investments | 2025 | 500,000 | — | 1,546,929 | 1,573,000 | 30,000 | 3,649,929 | | | 2024 | 500,000 | — | 1,587,460 | 1,148,522 | 33,000 | 3,268,982 | | | 2023 | 500,000 | — | 2,175,707 | 1,218,000 | 33,000 | 3,926,707 |

  58. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards The following table provides information on awards under our ACB Plan and the LTIP to our NEOs in 2025.

  59. 2025 Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Units(3) (#) | Grant Date Fair Value of Stock Awards(4) ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Jason E. Fox | — | 750,000 | 1,500,000 | 5,000,000 | | | | | | | | 1/21/25 | | | | | | | 49,235 | 2,799,994 | | | 1/21/25 | | | | 36,926 | 73,852 | 221,556 | | 5,186,692 | | ToniAnn Sanzone | — | 375,000 | 750,000 | 5,000,000 | | | | | | | | 1/21/25 | | | | | | | 16,880 | 959,966 | | | 1/21/25 | | | | 12,660 | 25,320 | 75,960 | | 1,778,246 | | Brooks G. Gordon | — | 275,000 | 550,000 | 5,000,000 | | | | | | | | 1/21/25 | | | | | | | 7,385 | 419,985 | | | 1/21/25 | | | | 5,539 | 11,077 | 33,231 | | 777,948 | | Jeremiah H. Gregory | — | 375,000 | 750,000 | 5,000,000 | | | | | | | | 1/21/25 | | | | | | | 9,143 | 519,962 | | | 1/21/25 | | | | 6,858 | 13,715 | 41,145 | | 963,217 | | Gino M. Sabatini(5) | — | 750,000 | 1,500,000 | 5,000,000 | | | | | | | | 1/21/25 | | | | | | | 9,595 | 546,630 | | | 1/21/25 | | | | 7,122 | 14,243 | 42,729 | | 1,000,299 |

  60. 2025 Grants of Plan-Based Awards

    1.Represents potential payments under our ACB Plan, as described under Annual Cash Incentives in the Compensation Discussion and Analysis section above. The amounts shown for Threshold represent the achievement of the minimum funding of the overall bonus pool based on performance against pre-established goals, without any modification, based on the achievement of certain predetermined strategic goals, as described under Annual Cash Incentives in the Compensation Discussion and Analysis section above. The amounts shown for Threshold represent 50% of Target payout. The actual amounts paid under this plan are shown in the Non-Equity Incentive Plan Compensation column for 2025 in Summary Compensation above. The amounts shown for Maximum represent the per-individual limit under the 2017 Annual Incentive Compensation Plan. 2.Reflects awards of PSUs under the A&R 2017 SIP. The underlying shares of common stock may be paid out in 2028, after the end of a three-year performance cycle (2025–2027), depending on the achievement of specified criteria, as described in the Compensation Discussion and Analysis section above. Dividend equivalents, in amounts equal to the dividends paid on the shares of common stock underlying the PSUs, are accrued and paid after the end of the performance cycle in additional shares of common stock as if reinvested in shares upon the related dates of distribution, but only to the extent that the shares underlying the PSUs are actually earned and payable. We refer to these additional shares in this Proxy Statement as Dividend Equivalent Shares. 3.Reflects awards of RSUs under the A&R 2017 SIP, which are scheduled to vest in three equal installments annually commencing on February 15, 2026. Grants of RSUs under the A&R 2017 SIP will not pay dividend equivalents until, and will be conditioned upon, the vesting of the RSUs. 4.The grant date fair value is calculated in accordance with FASB ASC Topic 718, disregarding estimates of forfeitures, and for PSUs, based upon an estimate of the future payout at the date of grant. In fiscal year 2025, shares granted were determined based on stock price on date of grant. See the amounts under Stock Awards for 2025 in Summary Compensation presented earlier in this Proxy Statement. For additional information on the valuation assumptions, please refer to Note 14 to the consolidated financial statements included in the Annual Report. The amounts shown under Grant Date Fair Value of Stock Awards do not necessarily correspond to the actual value, if any, that may eventually be realized by the NEO. 5.The Stock Awards column amount for 2025 includes an anniversary grant of 100 RSUs with a grant date fair value of $6,649 made in connection with an anniversary grant to Mr. Sabatini, as discussed in the Compensation Discussion and Analysis above.

  61. Outstanding Equity Awards at December 31, 2025

    Outstanding Equity Awards at December 31, 2025 The following table sets forth certain information with regard to all unvested awards of RSUs and PSUs held by our NEOs on December 31, 2025. All market values are based on the $64.36 closing price per share of the common stock on December 31, 2025.

  62. Outstanding Equity Awards at December 31, 2025

    | | | Stock Awards | | | | | Name | Grant Date(1) | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($) | | Jason E. Fox | 1/24/23 | 9,943 | 639,931 | 31,768 | 2,044,604 | | | 1/23/24 | 28,692 | 1,846,617 | 105,225 | 6,772,258 | | | 1/21/25 | 49,235 | 3,168,765 | 178,722 | 11,502,538 | | ToniAnn Sanzone | 1/24/23 | 2,983 | 191,986 | 9,530 | 613,372 | | | 11/8/23(2) | 34 | 2,188 | — | — | | | 1/23/24 | 3,074 | 197,843 | 29,312 | 1,886,539 | | | 1/23/24 | 7,992 | 514,365 | — | — | | | 1/21/25 | 16,880 | 1,086,397 | 61,274 | 3,943,620 | | Brooks G. Gordon | 1/24/23 | 1,607 | 103,427 | 5,132 | 330,288 | | | 1/23/24 | 2,562 | 164,890 | 15,783 | 1,015,813 | | | 1/23/24 | 4,304 | 277,005 | — | — | | | 1/21/25 | 7,385 | 475,299 | 26,806 | 1,725,256 | | Jeremiah H. Gregory | 1/24/23 | 1,913 | 123,121 | 4,887 | 314,523 | | | 11/8/23(2) | 34 | 2,188 | — | — | | | 1/23/24 | 1,793 | 115,397 | 15,032 | 967,451 | | | 1/23/24 | 6,148 | 395,685 | — | — | | | 1/21/25 | 9,143 | 588,443 | 33,190 | 2,136,128 | | Gino M. Sabatini | 1/24/23 | 2,065 | 132,903 | 6,598 | 424,649 | | | 1/23/24 | 1,025 | 65,969 | 20,294 | 1,306,090 | | | 1/23/24 | 5,534 | 356,168 | — | — | | | 1/21/25 | 9,495 | 611,098 | 34,468 | 2,218,364 | | | 11/5/25(2) | 100 | 6,436 | — | — |

  63. Outstanding Equity Awards at December 31, 2025

    1.RSU awards shown in the Number of Shares column vest in three annual installments commencing on February 15 of the year following the year granted. PSU awards shown in the Equity Incentive Plan Awards column have a three-year performance period commencing in the year of grant and are scheduled to vest at the end of the third year following grant and certification of performance achievement; the final payout and delivery or deferral of shares occurs in the fourth year following grant. In connection with the Spin-Off, each RSU and PSU outstanding at November 1, 2023, received an equitable adjustment pursuant to the equitable adjustment provision of the 2017 SIP equal to the ratio of the five-day volume weighted-average per-share price of our common stock prior to the Spin-Off divided by the five-day volume weighted-average per-share of our common stock following the Spin-Off. 2.These RSU awards represent milestone anniversary grants. These grants are available to all employees for achievement of years of service and are subject to vest in three annual installments commencing on February 15 of the year following the year granted. The PSU and RSU awards listed above have the following vesting schedules: ■RSU grants dated January 24, 2023, vested in three annual installments commencing on February 15, 2024. ■PSU grants dated January 24, 2023, are shown under Equity Incentive Plan Awards columns and, in accordance with SEC rules, reflect 71% of the Target amount following the Spin-Off of PSUs based on performance as of December 31, 2025. PSUs were paid out in 2026 after the end of the applicable three-year performance cycle (2023–2025). ■RSU grants dated November 8, 2023, vested in three annual installments commencing on February 15, 2024. ■RSU grants dated January 23, 2024, are scheduled to vest in three annual installments commencing on February 15, 2025. ■PSU grants dated January 23, 2024, are shown under Equity Incentive Plan Awards columns and in, accordance with SEC rules, reflect 163% of the Target amount of PSUs based on performance as of December 31, 2025. PSUs may be paid out in 2027 after the end of the applicable three-year performance cycle (2024–2026) if specified performance criteria are ultimately met. ■RSU grants dated January 21, 2025, are scheduled to vest in three installments commencing on February 15, 2026. ■PSU grants dated January 21, 2025, are shown under Equity Incentive Plan Awards columns and, in accordance with SEC rules, reflect 242% of the Target amount of PSUs based on performance as of December 31, 2025. PSUs may be paid out in 2028 after the end of the applicable three year performance cycle (2025–2027) if specified performance criteria are ultimately met. ■RSU grants dated November 5, 2025, are scheduled to vest in three annual installments commencing on February 15, 2026.

  64. 2025 Stock Vested

    2025 Stock Vested The following table contains information about shares acquired by the NEOs upon the vesting of RSUs and/or PSUs, as applicable, during 2025.

  65. 2025 Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting(2) ($) | | Jason E. Fox | 110,721 | 6,297,296 | | ToniAnn Sanzone | 35,909 | 2,043,875 | | Brooks G. Gordon | 18,717 | 1,066,689 | | Jeremiah H. Gregory | 18,184 | 1,039,316 | | Gino M. Sabatini | 23,343 | 1,328,144 |

  66. 2025 Stock Vested

    1.For all NEOs, includes the underlying shares received in February 2025 upon the vesting of the first tranche of the RSUs granted under the LTIP in 2024, the second tranche of RSUs granted under the LTIP in 2023 and the third and final tranche of the RSUs granted under the LTIP in 2022. Also includes vesting tranches of RSUs granted in recognition of anniversary milestones, awarded in 2022 for Mr. Fox, and 2023 for Ms. Sanzone and Mr. Gregory. For all the NEOs, includes the actual shares earned underlying the PSUs granted under the LTIP in 2022, inclusive of related Dividend Equivalent Shares, all of which became payable in 2025 after the end of their three-year (2022–2024) performance cycle. 2.The Value Realized on Vesting is equal to the sum of: the total RSUs which vested on February 15, 2025 at $58.69, which was the closing price of the common stock on February 14, 2025; plus the product of the underlying target PSU shares with the PSUs Performance factor tied to the 2022–2024 performance cycle, vested at $56.07; plus the related PSU Dividend Equivalents paid in Shares, at $56.07, which was the closing price of the common stock on February 7, 2025, the payment date for these PSU shares. Of these amounts, the payment of certain shares shown was deferred at the election of the executives, pursuant to the terms of the awards and the Deferred Compensation Plan, as follows: for Mr. Fox, a total of 110,688 shares were deferred, of which 14,345 were deferred until February 15, 2029, 9,713 were deferred until February 15, 2042, 76,687 were deferred until February 15, 2043, and 9,943 were deferred until separation from service; for Ms. Sanzone, 24,284 shares were deferred until separation from service; and for Mr. Sabatini, 23,343 shares were deferred until separation from service. See 2025 Nonqualified Deferred Compensation below.

  67. 2025 Nonqualified Deferred Compensation

    2025 Nonqualified Deferred Compensation The following table shows the NEOs' aggregate contributions, earnings, and withdrawals in 2025 under the Deferred Compensation Plan, as more fully described in the Compensation Discussion and Analysis section earlier in this Proxy Statement. The Deferred Compensation Plan allows participants to defer receipt of the common stock underlying awards of RSUs and PSUs, and the amounts shown in the table below reflect such deferrals for Mr. Fox, Ms. Sanzone and Mr. Sabatini. The Deferred Compensation Plan also includes Rollover RSUs, and the table below reflects ongoing deferrals of Rollover RSUs for Mr. Sabatini.

  68. 2025 Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year(1) ($) | Aggregate Earnings in Last Fiscal Year(2) ($) | Aggregate Withdrawals/ Distributions(3) ($) | Aggregate Balance at Last Fiscal Year End(4) ($) | | Jason E. Fox | 7,123,880 | 2,041,928 | (3,038,015) | 33,880,520 | | ToniAnn Sanzone | 1,562,918 | 174,320 | (174,320) | 3,518,046 | | Brooks G. Gordon | — | — | — | — | | Jeremiah H. Gregory | — | — | — | — | | Gino M. Sabatini | 1,502,355 | 2,199,772 | (2,199,772) | 39,000,487 |

  69. 2025 Nonqualified Deferred Compensation

    1.The amounts shown represent the number of RSUs and/or PSUs, including any related Dividend Equivalent Shares, that vested during 2025, but for which the payment of the underlying shares was deferred at the election of the executive pursuant to the terms of the award and the Deferred Compensation Plan, multiplied by $64.36, the closing price per share of the underlying common stock on December 31, 2025. Amounts shown above are not reflected in the Stock Awards column in the Summary Compensation Table for the last completed fiscal year as they were awarded in prior years, at which time they were reflected in the Summary Compensation Table. 2.The Aggregate Earnings in Last Fiscal Year column represents dividend equivalents earned on deferred RSUs, PSUs, and/or Rollover RSUs, as applicable, during 2025. Amounts shown above are not reflected for the last completed fiscal year in the Summary Compensation Table. 3.The Aggregate Withdrawals/Distributions column represents dividend equivalents paid to the NEOs on deferred RSUs, PSUs, and/or Rollover RSUs, as applicable, during 2025, and the value of any deferred shares delivered in the year. Amounts shown above are not reflected for the last completed fiscal year in the Summary Compensation. 4.The amounts shown represent the product of the number of deferred RSUs, PSUs, and/or Rollover RSUs, as applicable, and $64.36, the closing price per share of the underlying common stock on December 31, 2025. For each of Messrs. Fox and Sabatini, the amount shown was not previously reported as compensation in Summary Compensation for previous years because a portion of the deferred awards was granted prior to the date that the individual became an NEO.

  70. Potential Payments Upon Termination or Change-in-Control

    Potential Payments Upon Termination or Change-in-Control None of the NEOs as of December 31, 2025 had an employment agreement with the Company. Our ESP, as described above, provides each of our NEOs with certain rights to a cash severance and incremental benefit for equity awards issued beginning in 2026, assuming various scenarios. The following is a summary of our policies in effect as of December 31, 2025, that provide for potential payments to NEOs upon a termination of employment and/or a CIC.

  71. CEO Pay Ratio

    CEO Pay Ratio As required by Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our "median employee" and the annual total compensation of our CEO, Mr. Fox. For these purposes, "annual total compensation" represents the sum of base salary, bonus, overtime, equity awards, profit-sharing/pension contributions, if any, and all other compensation. We identified our "median employee" as of December 31, 2023. At that time, we determined that the sum of annualized base salary and actual bonus paid was the most suitable measure upon which to identify our "median employee," because it reflects the primary compensation elements for most of our employees. For purposes of our 2025 disclosure, we used the same “median employee” identified as of December 31, 2023, since there have been no changes in our employee population or compensation arrangements that we believe would significantly impact our pay ratio disclosure. For 2025, our last completed fiscal year: ■the annual total compensation of our "median employee" (excluding our CEO), was $203,020, which we calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K; and ■the annual total compensation of our CEO was $10,786,686, which is the amount reported in the "Total" column of our 2025 Summary Compensation table included above in this Proxy Statement, with no adjustments. Based on this information, for 2025, the ratio of the annual total compensation of Mr. Fox to the annual total compensation of the "median employee" was 53 to 1, which is a reasonable estimate that was calculated consistent with the SEC regulation and is based on our records and the methodology described below. This information is being provided for compliance purposes. Neither the Compensation Committee nor management used the pay ratio measure in making compensation decisions.

  72. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the SEC pursuant to the Dodd–Frank Act, and Item 402(v) of Regulation S-K, we provide the following disclosure regarding executive compensation and Company performance for the years listed below. For further information concerning the Company's variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company's performance, refer to the Compensation Discussion and Analysis section. The Compensation Committee decided not to consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  73. Pay Versus Performance

    | Pay vs. Performance Disclosures(1)(2)(8) | | | | | | | | | | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid for PEO(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid for Non-PEO NEOs(4) ($) | Value of Fixed $100 Investment Based On: | | Net Income ($) | Total AFFO per Share(7) ($) | | | | | | | W. P. Carey Total Shareholder Return(5) ($) | MSCI US REIT Index Total Shareholder Return(6) ($) | | | | 2025 | 10,786,686 | 22,438,754 | 3,263,737 | 5,699,233 | 124.42 | 137.53 | 466,359,000 | 4.97 | | 2024 | 10,153,724 | 3,680,523 | 3,814,908 | 1,750,974 | 99.55 | 133.59 | 460,839,000 | 4.70 | | 2023 | 12,990,932 | 4,687,585 | 3,889,876 | 1,917,029 | 111.34 | 122.84 | 708,334,000 | 5.18 | | 2022 | 9,405,063 | 16,628,053 | 3,240,587 | 5,044,873 | 123.46 | 108.00 | 599,139,000 | 5.29 | | 2021 | 10,103,384 | 13,913,308 | 3,448,110 | 4,514,778 | 122.88 | 143.06 | 409,988,000 | 5.03 |

  74. Pay Versus Performance

    1.Our principal executive officer ("PEO") for FY2021 through FY2025 was Jason E. Fox. Our other, non-PEO, NEOs for FY2021 through FY2025 for whom Summary Compensation total average compensation and other amounts are presented were ToniAnn Sanzone, Brooks G. Gordon, Jeremiah H. Gregory and Gino M. Sabatini. 2.Equity compensation fair value calculated based on assumptions determined in accordance with FASB ASC Topic 718. No adjustments were made to Summary Compensation disclosed compensation values pursuant to any defined benefit or actuarial pension plans. 3.The following table sets forth the adjustments made during 2025 represented in the Pay Versus Performance Table to arrive at compensation "actually paid" to our PEO during 2025. No adjustments were made pursuant to defined benefit or actuarial pension plans, and such line items have been excluded from the table below:

  75. Pay Versus Performance

    | PEO "Compensation Actually Paid" Calculation Detail | | | Compensation Element | 2025 ($) | | Summary Compensation table Reported Total Compensation | 10,786,686 | | Aggregate Summary Compensation table Reported Equity Compensation (-) | (7,986,686) | | Year-End Fair Value of Awards Granted During the FY & Outstanding (+) | 12,732,647 | | Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Outstanding (+/-) | 5,729,208 | | Vesting Date Fair Value of Awards Granted & Vested During the Covered FY (+) | — | | Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Vesting During Covered FY (+/-) | 239,241 | | Prior FYE Value of Awards Determined to Fail to Meet Vesting Conditions During Covered FY (-) | — | | Value of Dividends or Other Earnings Paid on Stock Awards Not Otherwise Included (+) | 937,658 | | "Compensation Actually Paid" Determination | 22,438,754 |

  76. Pay Versus Performance

    4.The following table sets forth the adjustments made during 2025 represented in the Pay Versus Performance Table to arrive at compensation "actually paid" to our non-PEO NEOs during 2025:

  77. Pay Versus Performance

    | Average Non-PEO NEO "Compensation Actually Paid" Calculation Detail | | | Compensation Element | 2025 ($) | | Summary Compensation table Reported Total Compensation | 3,263,737 | | Aggregate Summary Compensation table Reported Equity Compensation (-) | (1,741,563) | | Year-End Fair Value of Awards Granted During the FY & Outstanding (+) | 2,775,422 | | Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Outstanding (+/-) | 1,148,949 | | Vesting Date Fair Value of Awards Granted & Vested During the Covered FY (+) | — | | Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Vesting During Covered FY (+/-) | 54,589 | | Prior FYE Value of Awards Determined to Fail to Meet Vesting Conditions During Covered FY (-) | — | | Value of Dividends or Other Earnings Paid on Stock Awards Not Otherwise Included (+) | 198,099 | | "Compensation Actually Paid" Determination | 5,699,233 |

  78. Pay Versus Performance

    5.W. P. Carey TSR calculated based on an assumed $100 investment as of December 31, 2019, and the reinvestment of any issued dividends. 6.Peer TSR calculated for the MSCI US REIT Index based on an assumed $100 investment as of December 31, 2019 and the reinvestment of any issued dividends. 7.See Appendix A for a description of these non-GAAP financial measures. 8.In connection with the Spin-Off, each RSU and PSU outstanding at November 1, 2023, received an equitable adjustment pursuant to the equitable adjustment provision of the 2017 SIP equal to the ratio of the five-day volume weighted-average per-share price of our common stock prior to the Spin-Off divided by the five-day volume weighted-average per-share price of our common stock following the Spin-Off. Our Compensation Committee reviews a variety of Company-wide and individual factors to link executive compensation actually paid with Company and executive performance. To promote strong pay-for-performance orientation, when setting executive pay levels, the Compensation Committee considers the Company's absolute and relative TSR, short- and long-term business outlook, including Total AFFO(7) per share, and the broader market environment. The following section provides a description of the relationships between W. P. Carey's TSR relative to a peer comparison index and compensation actually paid relative to W. P. Carey's TSR, net income and Total AFFO(7) per share over the last four completed fiscal years.

  79. Compensation Actually Paid vs. TSR

    Compensation Actually Paid vs. TSR

  80. Compensation Actually Paid vs. Net Income

    Compensation Actually Paid vs. Net Income

  81. Compensation Actually Paid vs. Total AFFO(1) per Share

    Compensation Actually Paid vs. Total AFFO(1) per Share

  82. Performance Metrics to Link Executive Compensation Actually Paid with Company Performance

    Performance Metrics to Link Executive Compensation Actually Paid with Company Performance Provided below are the most important measures used to link compensation actually paid with W. P. Carey performance during the most recently completed fiscal year. The measures in this table are not listed in order of importance. See the Compensation Discussion and Analysis section above and published in our historical proxy statements for additional detail on executive compensation actions.

  83. Performance Metrics to Link Executive Compensation Actually Paid with Company Performance

    | Performance Metric Tabular Disclosure | | Total Adjusted Funds from Operations ("Total AFFO") per Share(1) | | Total Shareholder Return | | Net Debt to Adjusted EBITDA(1) | | Cash Interest Expense Coverage Ratio(1) | | Investment Volume(2) |

  84. Performance Metrics to Link Executive Compensation Actually Paid with Company Performance

    1.See Appendix A for a description of this non-GAAP financial measure. 2.This metric only impacts Mr. Sabatini's compensation performance. Note, the value ultimately realized by our NEOs is still subject to significant variation over time (e.g., forfeiture of unvested awards prior to vesting, variation in stock price prior to award monetization). Proposal Three: