W. P. Carey Inc. (WPC)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to assist in understanding our financial statements and the reasons for changes in certain key components of our financial statements from period to period. This item also provides our perspective on our financial position and liquidity, as well as certain other factors that may affect our future results. Our Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the 2025 Annual Report and subsequent reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Refer to Item 1 of the 2025 Annual Report for a description of our business.

Financial Highlights

During the three months ended March 31, 2026, we completed the following (as further described in the consolidated financial statements):

Real Estate

Investments

•We acquired seven investments totaling $514.7 million (Note 4, Note 5).

•We completed two construction projects totaling $30.6 million (Note 4).

•We funded approximately $2.5 million for construction loans for projects in Las Vegas, Nevada, during the three months ended March 31, 2026 (Note 5, Note 7).

Dispositions

•We disposed of 19 properties for total proceeds, net of selling costs, of $156.7 million, including our 11 remaining self-storage operating properties for total proceeds, net of selling costs, of $73.0 million (Note 14).

Financing and Capital Markets Transactions

•On February 17, 2026, we offered 6,900,000 shares of common stock through our Equity Forwards, for gross proceeds of approximately $496.8 million. During the three months ended March 31, 2026, we settled a portion of our Equity Forwards by delivering 3,450,000 shares of common stock to certain forward purchasers for net proceeds of $247.1 million. As of March 31, 2026, 3,450,000 shares remained outstanding under our Equity Forwards for available proceeds of approximately $243.9 million (Note 12).

•At March 31, 2026, 6,258,496 shares remained outstanding under our ATM Forwards for available proceeds of approximately $409.6 million (Note 12).

•On February 24, 2026, we completed an underwritten public offering of €1.0 billion in aggregate principal amount of senior notes, comprising the following tranches (Note 10):

◦€500 million aggregate principal amount of 3.250% Senior Notes due 2031, at a price of 99.249% of par value; and

◦€500 million aggregate principal amount of 3.750% Senior Notes due 2035, at a price of 98.500% of par value.

•In March 2026, we repaid our €500 million of 2.250% Senior Notes due 2026 (Note 10).

•On March 11, 2026, we amended our Senior Unsecured Credit Facility to replace the €215.0 million EUR Term Loan due 2028, which was repaid in February 2026, with a new C$347.3 million term loan maturing on February 14, 2028 (our “CAD Term Loan due 2028”) of an equivalent notional amount and under the same terms, definitions, and extension options (Note 10).

Dividends to Stockholders

In March 2026, we declared cash dividends totaling $0.930 per share (Note 12).

Consolidated Results

(in thousands, except shares)

__________

(a)Amounts for the three months ended March 31, 2026 and 2025 include $10.2 million and $16.3 million, respectively, of proceeds from the sales of net investments in sales-type leases (Note 5). Such proceeds are included within Net cash provided by operating activities in accordance with ASC 842, Leases.

(b)We consider Adjusted funds from operations (“AFFO”), a supplemental measure that is not defined by GAAP (a “non-GAAP measure”), to be an important measure in the evaluation of our operating performance. See Supplemental Financial Measures below for our definition of this non-GAAP measure and a reconciliation to its most directly comparable GAAP measure.

Revenues

Total revenues increased for the three months ended March 31, 2026 as compared to the same period in 2025, primarily due to net investment activity and rent escalations, partially offset by lower operating property revenues as a result of self-storage operating property dispositions (Note 14).

Net Income Attributable to W. P. Carey

Net income attributable to W. P. Carey increased for the three months ended March 31, 2026 as compared to the same period in 2025, primarily due to higher gains from remeasurement of foreign debt, a lower non-cash allowance for credit loss on finance leases, higher gain on sale of real estate (Note 14), and the accretive impact of net investment activity, partially offset by higher impairment charges (Note 8).

AFFO

AFFO increased for the three months ended March 31, 2026 as compared to the same period in 2025, primarily due to the accretive impact of net investment activity, rent escalations, and higher other-leased related income, partially offset by higher interest expense.

Portfolio Overview

Our portfolio comprises operationally-critical, commercial real estate assets net leased to tenants located primarily in the United States and Europe. We invest in high-quality single tenant industrial, warehouse, and retail properties subject to long-term net leases with built-in rent escalators. Portfolio information is provided on a pro rata basis, unless otherwise noted below, to better illustrate the economic impact of our various net-leased jointly owned investments. See Terms and Definitions below for a description of pro rata amounts.

Portfolio Summary

_________

(a)During the three months ended March 31, 2026, we sold our 11 remaining self-storage operating properties (Note 14).

(b)Amount for the three months ended March 31, 2025 includes $1.2 million of funding for a construction loan accounted for as an equity investment (Note 7). Amount for the three months ended March 31, 2025 includes $5.0 million to acquire a 47.50% ownership interest in that equity investment (Note 7). Amounts for the three months ended March 31, 2026 and 2025 include $2.5 million and $0.8 million, respectively, of funding for two construction loans accounted for as secured loans receivable (Note 5). Amounts for the three months ended March 31, 2026 and 2025 include $22.3 million and $91.9 million, respectively, of sale-leasebacks classified as loans receivable (Note 5).

Net-Leased Portfolio

The tables below represent information about our net-leased portfolio at March 31, 2026 on a pro rata basis and, accordingly, exclude all operating properties. See Terms and Definitions below for a description of pro rata amounts and ABR.

Top Ten Tenants by ABR

(dollars in thousands)

__________

(a)ABR from these properties is denominated in U.S. dollars.

(b)ABR amounts are subject to fluctuations in foreign currency exchange rates.

(c)Of the 20 properties leased to TI Automotive, nine are located in Canada, six are located in Mexico, and five are located in the United States.

Portfolio Diversification by Geography

(in thousands, except percentages)

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[Excerpt truncated for page length; source filing is linked above.]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to assist in understanding our financial statements and the reasons for changes in certain key components of our financial statements from period to period. This item also provides our perspective on our financial position and liquidity, as well as certain other factors that may affect our future results.

The following discussion should be read in conjunction with our consolidated financial statements in Item 8 of this Report and the matters described under Item 1A. Risk Factors. Please see our Annual Report on Form 10-K for the year ended December 31, 2024 for discussion of our financial condition and results of operations for the year ended December 31, 2023. Refer to Item 1. Business for a description of our business.

Financial Highlights

During the year ended December 31, 2025, we completed the following (as further described in the consolidated financial statements):

Real Estate

Investments

•We acquired 31 investments totaling $2.0 billion (Note 5, Note 6).

•We completed three construction projects at a cost totaling $68.9 million (Note 5).

•We acquired a 47.50% ownership interest in the partnership that owns the Las Vegas Retail Complex for $5.0 million (Note 8). In addition, we funded approximately $3.2 million for a construction loan on this project during the year ended December 31, 2025. Through December 31, 2025, we have funded $250.9 million (Note 6, Note 8).

•We committed to fund 11 construction projects totaling $277.3 million (on a consolidated basis). We currently expect to complete the projects in 2026 and 2027 (Note 5, Note 6).

Dispositions

•We disposed of 128 properties for total proceeds, net of selling costs, of $1.5 billion, including (i) 63 self-storage operating properties for total proceeds, net of selling costs, of $772.2 million, and (ii) one student housing operating property for proceeds, net of selling costs, of $77.8 million (Note 16).

Financing and Capital Markets Transactions

•In February 2025, we repaid our $450 million of 4.000% Senior Notes due 2025 at maturity (Note 11).

•On March 31, 2025, we refinanced our €500.0 million Unsecured Term Loan due 2029, extending the maturity date by three years to April 2029. In conjunction with this refinancing, we executed variable-to-fixed interest rate swaps that fix the floating rate component of the per annum interest rate at 2.00% through the end of 2027, for a total annual interest rate of approximately 2.80% as of December 31, 2025 (inclusive of the current spread) (Note 11).

•On March 31, 2025, we executed variable-to-fixed interest rate swaps that fix the floating rate component of the per annum interest rate on our £270.0 million GBP Term Loan due 2028 at 3.92% through the end of 2027, for a total annual interest rate of approximately 4.72% as of December 31, 2025 (inclusive of the current spread) (Note 11).

•On July 10, 2025, we completed an underwritten public offering of $400.0 million of 4.650% Senior Notes due 2030, at a price of 99.088% of par value. These 4.650% Senior Notes due 2030 have a five-year term and are scheduled to mature on July 15, 2030 (Note 11).

•We sold 6,258,496 shares of common stock during the year ended December 31, 2025 through our ATM Forwards at a weighted-average gross price of $67.53 per share, for anticipated gross proceeds of approximately $422.6 million as of December 31, 2025. As of the date of this Report, all of these shares of common stock sold through our ATM Forwards remain unsettled (Note 13).

•We repaid non-recourse mortgage debt outstanding totaling $265.1 million with a weighted-average interest rate of 4.5% (Note 11).

Dividends to Stockholders

We declared cash dividends totaling $3.620 per share, comprised of four quarterly dividends per share of $0.890, $0.900, $0.910, and $0.920.

Consolidated Results

(in thousands, except shares)

__________

(a)Amounts for the years ended December 31, 2025 and 2024 include $200.2 million and $806.8 million, respectively, of proceeds from the sales of net investments in sales-type leases (primarily the Grupo Memora portfolio sold during 2025 and the U-Haul and State of Andalusia portfolios sold during 2024) (Note 6). Such proceeds are included within Net cash provided by operating activities in accordance with Accounting Standards Codification (“ASC”) 842, Leases.

(b)We consider Adjusted funds from operations (“AFFO”), a supplemental measure that is not defined by U.S. generally accepted accounting principles (“GAAP”) (a “non-GAAP measure”), to be an important measure in the evaluation of our operating performance. See Supplemental Financial Measures below for our definition of this non-GAAP measure and a reconciliation to its most directly comparable GAAP measure.

Revenues

Total revenues increased in 2025 as compared to 2024, primarily due to net investment activity and rent escalations, partially offset by lower operating property revenues as a result of self-storage operating property dispositions (Note 16).

Net Income Attributable to W. P. Carey

Net income attributable to W. P. Carey increased in 2025 as compared to 2024, primarily due to a higher gain on sale of real estate, lower unrealized losses recognized on our investment in shares of Lineage (Note 9), and the accretive impact of net investment activity, partially offset by higher losses from remeasurement of foreign debt, a gain on change in control of interests recognized in connection with the purchase of the remaining interest in a jointly owned investment during 2024 (Note 8), and higher impairment charges (Note 9).

AFFO

AFFO increased in 2025 as compared to 2024, primarily due to the impact of net investment activity and rent escalations.

Portfolio Overview

Our portfolio is comprised of operationally-critical, commercial real estate assets net leased to tenants located primarily in the United States and Europe. We invest in high-quality single tenant industrial, warehouse, and retail properties subject to long-term net leases with built-in rent escalators. Portfolio information is provided on a pro rata basis, unless otherwise noted below, to better illustrate the economic impact of our various net-leased jointly owned investments. See Terms and Definitions below for a description of pro rata amounts.

Portfolio Summary

__________

(a)We sold all of our investments in Norway during 2025 (Note 16).

(b)Amounts for the years ended December 31, 2025 and 2024 include $3.2 million and $16.3 million, respectively, of funding for a construction loan accounted for as an equity method investment (Note 8). Amount for the year ended December 31, 2025 includes $5.0 million to acquire a 47.5% ownership interest in that equity investment (Note 8). Amounts for the years ended December 31, 2025 and 2024 include $3.9 million and $31.9 million, respectively, of funding for two construction loans accounted for as secured loans receivable (Note 6). Amounts for the year ended December 31, 2025 and 2024 include $370.0 million and $238.6 million, respectively, of sale-leasebacks classified as loans receivable (Note 6). Amount for the year ended December 31, 2024 includes the purchase of the remaining interest in a jointly owned investment for $10.5 million (Note 8).

Net-Leased Portfolio

The tables below represent information about our net-leased portfolio at December 31, 2025 on a pro rata basis and, accordingly, exclude all operating properties. See Terms and Definitions below for a description of pro rata amounts and ABR.

Top Ten Tenants by ABR

(dollars in thousands)

__________

(a)ABR from these properties is denominated in U.S. dollars.

(b)ABR amounts are subject to fluctuations in foreign currency exchange rates.

(c)Of the 21 properties leased to TI Automotive (formerly ABC Technologies), nine are located in Canada, six are located in the United States, and six are located in Mexico.

Portfolio Diversification by Geography

(in thousands, except percentages)

Portfolio Diversification by Property Type

(in thousands, except percentages)

__________

(a)Includes square footage for any vacant properties.

(b)Other properties within Midwest include assets in Minnesota, Kansas, Iowa, Missouri, Nebraska, South Dakota, and North Dakota. Other properties within South include assets in Louisiana, Arkansas, Oklahoma, and Mississippi. Other properties within East include assets in Virginia, Maryland, Connecticut, West Virginia, New Hampshire, and Maine. Other properties within West include assets in Utah, Oregon, Colorado, Washington, Montana, Hawaii, Idaho, Wyoming, and New Mexico.

(c)$50.4 million (84.4%) of ABR from properties in Canada is denominated in U.S. dollars, with the balance denominated in Canadian dollars.

(d)All ABR from properties in Mexico is denominated in U.S. dollars.

(e)Includes assets in Lithuania, Slovakia, Belgium, the Czech Republic, Mauritius, Portugal, Austria, Latvia, Sweden, Finland, Japan, Estonia, and Hungary.

(f)Includes automotive dealerships.

(g)Includes ABR from tenants with the following property types: education facility, specialty, self-storage (net lease), laboratory, research and development, hotel (net lease), office, and land.

Portfolio Diversification by Tenant Industry

(in thousands, except percentages)

__________

(a)Industry classification is based on the Global Industry Classification Standard (GICS) framework.

(b)Includes square footage for vacant properties.

Lease Expirations

(dollars and square footage in thousands)

__________

(a)Assumes tenants do not exercise any renewal options or purchase options.

Terms and Definitions

Pro Rata Metrics — The portfolio information above contains certain metrics prepared on a pro rata basis. We refer to these metrics as pro rata metrics. We have certain investments in which our economic ownership is less than 100%. On a full consolidation basis, we report 100% of the assets, liabilities, revenues, and expenses of those investments that are deemed to be under our control or for which we are deemed to be the primary beneficiary, even if our ownership is less than 100%. Also, for all other jointly owned investments, which we do not control, we report our net investment and our net income or loss from that investment. On a pro rata basis, we generally present our proportionate share, based on our economic ownership of these jointly owned investments, of the portfolio metrics of those investments. Multiplying each of our jointly owned investments’ financial statement line items by our percentage ownership and adding or subtracting those amounts from our totals, as applicable, may not accurately depict the legal and economic implications of holding an ownership interest of less than 100% in our jointly owned investments.

ABR — ABR represents contractual minimum annualized base rent for our net-leased properties and reflects exchange rates as of December 31, 2025. If there is a rent abatement, we annualize the first monthly contractual base rent following the free rent period. ABR is not applicable to operating properties and is presented on a pro rata basis.

Results of Operations

We evaluate our results of operations with a primary focus on increasing and enhancing the value, quality, and number of our properties. We focus our efforts on accretive investing and improving portfolio quality through re-leasing efforts, including negotiation of lease renewals, or selectively selling assets in order to increase value in our real estate portfolio.

Revenues

The following table presents revenues (in thousands):

Lease Revenues

“Existing net-leased properties” are those that we acquired or placed into service prior to January 1, 2024 and that were not sold, held for sale, or reclassified to operating properties or sales-type leases during the periods presented. For the periods presented, there were 1,120 existing net-leased properties, including 12 self-storage properties that converted from operating properties to net leases during 2024 and four self-storage properties that converted from operating properties to net leases during 2025 (Note 5, Note 8).

For the year ended December 31, 2025 as compared to 2024, lease revenues from existing net-leased properties increased due to the following items (in millions):

__________

(a)Excludes fixed minimum rent increases, which are reflected as straight-line rent adjustments within lease revenues.

(b)Includes (i) higher lease revenues of $9.7 million from 16 self-storage operating properties that were converted to net leases in 2024 and 2025 (Note 5, Note 8) and (ii) higher lease revenues of $1.1 million as a result of a lease restructuring for 27 existing net-leased self-storage properties that was executed on September 1, 2024.

(c)During the first quarter of 2024, we entered into a lease restructuring with our tenant Hellweg, which included (i) abated rent from January 1, 2024 to March 31, 2024 and (ii) a reduction in annual base rent. In addition, these amounts reflect a decrease in lease revenues of $0.6 million related to lease terminations during the third quarter of 2025 at certain properties leased to Hellweg.

“Recently acquired net-leased properties” are those that we acquired or placed into service subsequent to December 31, 2023 and that were not sold or held for sale during the periods presented. Since January 1, 2024, we acquired 52 investments (comprising 444 properties).

“Net-leased properties sold or held for sale” include:

•64 net-leased properties disposed of during the year ended December 31, 2025;

•one net-leased property classified as held for sale at December 31, 2025, which was sold in January 2026 (Note 18); and

•175 net-leased properties disposed of during the year ended December 31, 2024.

Our dispositions are more fully described in Note 16.

Income from Finance Leases and Loans Receivable

For the year ended December 31, 2025 as compared to 2024, income from finance leases and loans receivable increased due to the following items (in millions):

__________

(a)We sold our U-Haul and State of Andalusia portfolios during the first quarter of 2024. Such investments were previously reclassified to net investments in sales-type leases during 2023 (Note 6).

(b)Properties comprising $2.3 million of this decrease were sold subsequent to their reclassification to operating leases during the reporting period.

Operating Property Revenues and Expenses

“Operating properties sold, held for sale, or reclassified to net-leased properties” includes:

•one hotel operating property sold during 2024;

•three self-storage operating properties that were reclassified to net-leased properties during 2024;

•four self-storage operating properties that were reclassified to net-leased properties during 2025;

•63 self-storage operating properties sold during 2025; and

•one student housing operating property sold during 2025.

“Existing operating properties” are those that we acquired or placed into service prior to January 1, 2024 and that were not sold, held for sale, or reclassified to net-leased properties during the periods presented. For the periods presented, we recorded operating property revenues from 15 existing operating properties, comprised of ten self-storage operating properties, four hotel operating properties, and one student housing operating property. For the year ended December 31, 2025 as compared to 2024, operating property revenues from these properties decreased, primarily due to lower occupancy at our hotel operating properties.

“Recently acquired operating properties” include one self-storage operating property acquired during 2024 (Note 5).

Other Lease-Related Income

Other lease-related income is described in Note 5.

Asset Management Revenue

During the periods presented, we earned asset management revenue from (i) NLOP and (ii) Carey European Student Housing Fund I, L.P. (“CESH”) (Note 4). Asset management revenues from NLOP and CESH are expected to decline as assets are sold (CESH owns one remaining build-to-suit project).

Other Advisory Income and Reimbursements

Other advisory income and reimbursements are comprised of (i) fixed administrative fees earned from NLOP and (ii) reimbursable costs from CESH (Note 4).

Operating Expenses

Depreciation and Amortization

For the year ended December 31, 2025 as compared to 2024, depreciation and amortization expense increased primarily due to the impact of net investment activity, partially offset by accelerated amortization of intangible assets in connection with certain lease restructurings during the year ended December 31, 2024.

General and Administrative

For the year ended December 31, 2025 as compared to 2024, general and administrative expenses increased by $1.7 million, primarily due to higher bonus expense and compensation expense, partially offset by lower professional fees.

Impairment Charges — Real Estate

Our impairment charges on real estate are described in Note 9.

Property Expenses, Excluding Reimbursable Tenant Costs

For the year ended December 31, 2025 as compared to 2024, property expenses, excluding reimbursable tenant costs, increased by $4.1 million, primarily due to tenant vacancies (which resulted in property expenses no longer being reimbursable) and higher real estate taxes at certain properties.

Stock-Based Compensation Expense

For a description of our equity plans and awards, please see Note 14.

For the year ended December 31, 2025 as compared to 2024, stock-based compensation expense decreased by $1.0 million, primarily due to the modification of restricted share units (“RSUs”) and performance share units (“PSUs”) in connection with an executive departure in 2024 totaling $1.1 million and a reduction in expense of $0.3 million resulting from the separation of certain employees, partially offset by increases in expense from changes in projected PSU payouts of $0.4 million.

Merger and Other Expenses

For the year ended December 31, 2024, merger and other expenses are primarily comprised of the write-off of a value added tax receivable that was previously recorded in connection with an international investment.

Other Income and Expenses, and Provision for Income Taxes

Interest Expense

For the year ended December 31, 2025 as compared to 2024, interest expense increased by $13.9 million, primarily due to higher outstanding balances and interest rates on our Senior Unsecured Notes and Unsecured Revolving Credit Facility, partially offset by lower interest rates on our Unsecured Term Loans and the reduction of our mortgage debt outstanding by prepaying or repaying at or close to maturity a total of $480.2 million of non-recourse mortgage loans with a weighted-average interest rate of 4.5% since January 1, 2024 (Note 11).

The following table presents certain information about our outstanding debt (dollars in thousands):

Other Gains and (Losses)

Other gains and (losses) primarily consists of gains and losses on (i) the mark-to-market fair value of equity securities, (ii) foreign currency exchange rate movements (except those foreign currency-denominated unsecured debt instruments that were designated as net investment hedges (Note 10)), (iii) changes in the non-cash allowance for credit losses on loans receivable and finance leases, and (iv) extinguishment of debt. The timing and amount of such gains or losses cannot always be estimated and are subject to fluctuation.

The following table presents other gains and (losses) (in thousands):

__________

(a)Remeasurement of certain monetary assets and liabilities that are held by our subsidiaries in currencies other than their functional currency are included in other gains and (losses), including certain foreign currency-denominated unsecured debt instruments that are not designated as net investment hedges. This includes foreign currency-denominated intercompany loans to our foreign subsidiaries that are scheduled for settlement.

(b)We acquired a secured loan receivable with a fair value of $13.3 million in our merger with a former affiliate, Corporate Property Associates 17 – Global Incorporated, in October 2018, for which the outstanding principal of $24.0 million was fully repaid to us in March 2024 (Note 6). Therefore, we recorded a $10.7 million gain on repayment of this secured loan receivable during the year ended December 31, 2024.

Gain on Sale of Real Estate, Net

Gain on sale of real estate, net, consists of gains and losses on (i) the sale of properties that were disposed of, net of taxes, (ii) properties subject to the exercise of a purchase option, (iii) properties subject to a purchase agreement resulting in a lease modification during the reporting period, or (iv) properties included in assets held for sale and subject to a revised estimated purchase price, as more fully described in Note 5, Note 6, and Note 16.

Earnings from Equity Method Investments

Our equity method investments are more fully described in Note 8. The following table presents earnings from equity method investments (in thousands):

__________

(a)Increase is primarily due to higher rent collections at these retail properties, where certain rents were previously disputed and subsequently collected.

(b)On September 1, 2024, we acquired the remaining 10% controlling interest in the Johnson Self Storage jointly owned investment, bringing our ownership interest to 100%. Following this acquisition, we no longer recognize equity income from this consolidated investment (Note 8).

Non-Operating Income

Non-operating income primarily consists of interest income on our cash deposits, realized gains and losses on derivative instruments, and dividends from equity securities.

The following table presents non-operating income (in thousands):

__________

(a)Decrease for the year ended December 31, 2025 as compared to 2024 is due to lower cash deposit balances as a result of investment activity and debt repayments.

Gain on Change in Control of Interests

On September 1, 2024, we acquired the remaining interest in an investment in which we already had a joint interest and accounted for under the equity method. Due to the change in control of this jointly owned investment, we recorded a gain on change in control of interests of $31.8 million reflecting the difference between our carrying value and the fair value of our previously held equity interest. Subsequent to this acquisition, we consolidated this wholly owned investment (Note 8).

Provision for Income Taxes

For the year ended December 31, 2025 as compared to 2024, provision for income taxes increased by $0.2 million, primarily due to the impact of strengthening foreign currencies and international property acquisitions, partially offset by the impact of international lease restructurings.

Net (Income) Loss Attributable to Noncontrolling Interests

For the year ended December 31, 2025, Net (income) loss attributable to noncontrolling interests includes a noncontrolling interest’s $6.0 million share of a gain on sale of real estate recognized in connection with the disposition of a consolidated joint venture (Note 16).

Liquidity and Capital Resources

Sources and Uses of Cash During the Year

We use the cash flow generated from our investments primarily to meet our operating expenses, service debt, and fund dividends to stockholders. Our cash flows fluctuate periodically due to a number of factors, which may include, among other things: the timing of our equity and debt offerings; the timing of purchases and sales of real estate; the timing of the repayment of mortgage loans, our Senior Unsecured Notes, and our Unsecured Term Loans; the timing of our receipt of lease revenues; the timing and amount of other lease-related payments; the timing of settlement of foreign currency transactions; changes in foreign currency exchange rates; and the timing of distributions from equity method investments. Despite these fluctuations, we believe that we will generate sufficient cash from operations to meet our normal recurring short-term liquidity needs. We may also use existing cash resources, available capacity under our Senior Unsecured Credit Facility, proceeds from term loans or other bank debt, proceeds from dispositions of properties, and the issuance of additional debt or equity securities, such as issuances of common stock through our ATM Program (Note 13), in order to meet our short-term and long-term liquidity needs. We assess our ability to access capital on an ongoing basis. Our sources and uses of cash during the period are described below.

Operating Activities — Net cash provided by operating activities decreased by $550.8 million during 2025 as compared to 2024, primarily due to significantly lower proceeds received from the sales of net investments in sales-type leases (Note 6), partially offset by an increase in cash flow generated from net investment activity, scheduled rent increases at existing properties, and leasing activity.

Investing Activities — Our investing activities are generally comprised of real estate-related transactions (purchases and sales) and funding for build-to-suit activities and other capital expenditures on real estate.

Financing Activities — Our financing activities are generally comprised of borrowings and repayments under our Unsecured Revolving Credit Facility and Unsecured Term Loans, issuances and repayments of the Senior Unsecured Notes, payments of non-recourse mortgage loans, issuances of common equity, and payments of dividends to stockholders.

Summary of Financing

The table below summarizes our Senior Unsecured Notes, our non-recourse mortgages, and our Senior Unsecured Credit Facility (dollars in thousands):

____________

(a)Aggregate debt balance includes unamortized discount, net, totaling $39.2 million and $39.3 million as of December 31, 2025 and 2024, respectively, and unamortized deferred financing costs totaling $30.1 million and $30.9 million as of December 31, 2025 and 2024, respectively.

(b)Includes non-recourse mortgages subject to variable-to-fixed interest rate swaps totaling $46.0 million and $43.5 million as of December 31, 2025 and 2024, respectively.

Cash Resources

At December 31, 2025, our cash resources consisted of the following:

•cash and cash equivalents totaling $155.3 million. Of this amount, $130.7 million, at then-current exchange rates, was held in foreign subsidiaries, and we could be subject to restrictions or significant costs should we decide to repatriate these amounts;

•funds totaling $80.9 million that are held by an intermediary and have been designated for future tax-deferred like-kind exchanges under Section 1031 of the Internal Revenue Code (“1031 Exchange”) transactions (Note 2);

•our Unsecured Revolving Credit Facility, with available capacity of $1.6 billion (net of amounts reserved for standby letters of credit totaling $1.1 million);

•available proceeds under our ATM Forwards of approximately $412.2 million (Note 13); and

•unleveraged properties that had an aggregate asset carrying value of approximately $15.2 billion at December 31, 2025, although there can be no assurance that we would be able to obtain financing for these properties.

We may also access the capital markets through additional debt (denominated in both U.S. dollars and euros) and equity offerings, as well as term loans and other bank debt.

Our cash resources can be used for working capital needs and other commitments and may be used for future investments.

Cash Requirements and Liquidity

As of December 31, 2025, we had (i) $155.3 million of cash and cash equivalents, (ii) $80.9 million of funds that are held by an intermediary and have been designated for future 1031 Exchange transactions (Note 2), (iii) approximately $1.6 billion of available capacity under our Unsecured Revolving Credit Facility (net of amounts reserved for standby letters of credit totaling $1.1 million), and (iv) available proceeds under our ATM Forwards of approximately $412.2 million (Note 13). As of December 31, 2025, scheduled debt principal payments total $979.8 million during 2026 and $597.9 million during 2027 (Note 11).

During the next 12 months following December 31, 2025 and thereafter, we expect that our significant cash requirements will include:

•paying dividends to our stockholders;

•funding acquisitions of new investments (Note 5);

•funding future capital commitments (Note 5) and tenant improvement allowances;

•making scheduled principal and balloon payments on our debt obligations, including €500 million of senior notes due in April 2026 and $350 million of senior notes due in October 2026 (Note 11);

•making scheduled interest payments on our debt obligations (future interest payments total $1.3 billion, with $270.7 million due during the next 12 months; interest on unhedged variable-rate debt obligations was calculated using the applicable annual variable interest rates and balances outstanding at December 31, 2025); and

•other normal recurring operating expenses.

We expect to fund these cash requirements through cash generated from operations, cash received from dispositions of properties, the use of our cash reserves or unused amounts on our Unsecured Revolving Credit Facility (as described above), proceeds from term loans or other bank debt, issuances and settlements of common stock through our ATM Program (Note 13), and potential issuances of additional debt or equity securities.

Our liquidity could be adversely affected by an unanticipated disruption to our operating cash flow, which could include interrupted rent collections or greater-than-anticipated operating expenses. To the extent that our working capital reserve is insufficient to satisfy our cash requirements, additional funds may be provided from cash from operations to meet our normal recurring short-term and long-term liquidity needs. We may also use existing cash resources, available capacity under our Unsecured Revolving Credit Facility, mortgage loan proceeds, and the issuance of additional debt or equity securities to meet these needs.

Certain amounts disclosed above are based on the applicable foreign currency exchange rate at December 31, 2025.

New Tax Legislation

Effective July 4, 2025, certain changes to U.S. tax law were approved that may impact us and our stockholders. Among other changes, this legislation (i) permanently extended the 20% deduction for “qualified REIT dividends” for individuals and other non-corporate taxpayers under Section 199A of the Internal Revenue Code, (ii) increased the percentage limit under the REIT asset test applicable to TRSs from 20% to 25% for taxable years beginning after December 31, 2025, and (iii) increased the base on which the 30% interest deduction limit under Section 163(j) of the Internal Revenue Code applies by excluding depreciation, amortization, and depletion from the definition of “adjusted taxable income” (i.e. based on EBITDA rather than EBIT) for taxable years beginning after December 31, 2024.

Environmental Obligations

In connection with the purchase of many of our properties, we have required the sellers to perform environmental reviews. We believe, based on the results of these reviews, that these properties were in substantial compliance with federal, state, and foreign environmental statutes at the time the properties were acquired. However, portions of certain properties have been subject to some degree of contamination, principally in connection with leakage from underground storage tanks, surface spills, or other on-site activities. In most instances where contamination has been identified, tenants are actively engaged in the remediation process and addressing identified conditions. We believe that the ultimate resolution of any environmental matters should not have a material adverse effect on our financial condition, liquidity, or results of operations. We record environmental obligations within Accounts payable, accrued expenses and other liabilities in the consolidated financial statements. See Item 1A. Risk Factors for further discussion of potential environmental risks.

Critical Accounting Estimates

Our significant accounting policies are described in Note 2. Many of these accounting policies require judgment and the use of estimates and assumptions when applying these policies in the preparation of our consolidated financial statements. On a quarterly basis, we evaluate these estimates and judgments based on historical experience as well as other factors that we believe to be reasonable under the circumstances. These estimates are subject to change in the future if underlying assumptions or factors change. Certain accounting policies, while significant, may not require the use of estimates. Below is a summary of certain critical accounting estimates used in the preparation of our consolidated financial statements. Please also refer to our accounting policies described under Critical Accounting Policies and Estimates in Note 2.

Accounting for Acquisitions

In accordance with the guidance for business combinations and asset acquisitions, we recognize the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity. When we acquire properties with leases classified as operating leases, we allocate the purchase price to the tangible and intangible assets and liabilities acquired based on their estimated fair values.

The tangible assets consist of land, buildings, and site improvements. The intangible assets and liabilities include the above- and below-market value of leases and the in-place leases, which includes the value of tenant relationships. The recorded allocations of tangible and intangible assets incorporate discount rates, capitalization rates, interest rates, market rents, leasing commissions, and certain other assumptions and estimates. We use considerable judgment in developing such assumptions and estimates, and significant increases or decreases in these key assumptions and estimates would result in a significantly lower or higher fair value measurement of the real estate assets being acquired.

Impairments of Real Estate

For real estate assets held for investment and related intangible assets in which an impairment indicator is identified, we follow a two-step process to determine whether an asset is impaired and to determine the amount of the charge. First, we compare the carrying value of the property’s asset group to the estimated future net undiscounted cash flow that we expect the property’s asset group will generate, including any estimated proceeds from the eventual sale of the property’s asset group. The undiscounted cash flow analysis requires us to make our best estimate of market rents, residual values, and holding periods. We estimate market rents and residual values using market information from outside sources such as third-party market research, external appraisals, broker quotes, or recent comparable sales.

As our investment objective is to hold properties on a long-term basis, holding periods used in the undiscounted cash flow analysis are generally ten years, but may be less if our intent is to hold a property for less than ten years. Depending on the assumptions made and estimates used, the future cash flow projected in the evaluation of long-lived assets and associated intangible assets can vary within a range of outcomes. We consider the likelihood of possible outcomes in determining our estimate of future cash flows and, if warranted, we apply a probability-weighted method to the different possible scenarios. If the future net undiscounted cash flow of the property’s asset group is less than the carrying value, the carrying value of the property’s asset group is considered not recoverable. We then measure the impairment loss as the excess of the carrying value of the property’s asset group over its estimated fair value.

Supplemental Financial Measures

In the real estate industry, analysts and investors employ certain non-GAAP supplemental financial measures in order to facilitate meaningful comparisons between periods and among peer companies. Additionally, in the formulation of our goals and in the evaluation of the effectiveness of our strategies, we use Funds from Operations (“FFO”) and AFFO, which are non-GAAP measures defined by our management. We believe that these measures are useful to investors to consider because they may assist them to better understand and measure the performance of our business over time and against similar companies. A description of FFO and AFFO and reconciliations of these non-GAAP measures to the most directly comparable GAAP measures are provided below.

Funds from Operations and Adjusted Funds from Operations

Due to certain unique operating characteristics of real estate companies, as discussed below, the National Association of Real Estate Investment Trusts (“NAREIT”), an industry trade group, has promulgated a non-GAAP measure known as FFO, which we believe to be an appropriate supplemental measure, when used in addition to and in conjunction with results presented in accordance with GAAP, to reflect the operating performance of a REIT. The use of FFO is recommended by the REIT industry as a supplemental non-GAAP measure. FFO is not equivalent to, nor a substitute for, net income or loss as determined under GAAP.

We define FFO, a non-GAAP measure, consistent with the standards established by the White Paper on FFO approved by the Board of Governors of NAREIT, as restated in December 2018. The White Paper defines FFO as net income or loss computed in accordance with GAAP, excluding gains or losses from the sale of certain real estate, impairment charges on real estate or other assets incidental to the company’s main business, gains or losses on changes in control of interests in real estate, and depreciation and amortization from real estate assets; and after adjustments for unconsolidated partnerships and jointly owned investments. Adjustments for unconsolidated partnerships and jointly owned investments are calculated to reflect FFO on the same basis.

We also modify the NAREIT computation of FFO to adjust GAAP net income for certain non-cash charges, such as amortization of real estate-related intangibles, deferred income tax benefits and expenses, straight-line rent and related reserves, other non-cash rent adjustments, non-cash allowance for credit losses on loans receivable and finance leases, stock-based compensation, non-cash environmental accretion expense, amortization of discounts and premiums on debt, and amortization of deferred financing costs. Our assessment of our operations is focused on long-term sustainability and not on such non-cash items, which may cause short-term fluctuations in net income but have no impact on cash flows. Additionally, we exclude non-core income and expenses, such as gains or losses from extinguishment of debt, gains or losses on the mark-to-market fair value of equity securities, merger and acquisition expenses, spin-off expenses, and income and expenses associated with our captive insurance company. We also exclude realized and unrealized gains/losses on foreign currency exchange rate movements (other than those realized on the settlement of foreign currency derivatives), which are not considered fundamental attributes of our business plan and do not affect our overall long-term operating performance. We refer to our modified definition of FFO as AFFO. We exclude these items from GAAP net income to arrive at AFFO because they are not the primary drivers in our decision-making process and excluding these items provides investors with a view of our portfolio performance over time and makes it more comparable to other REITs. AFFO also reflects adjustments for unconsolidated partnerships and jointly owned investments. We use AFFO as one measure of our operating performance when we formulate corporate goals, evaluate the effectiveness of our strategies, and determine executive compensation.

We believe that AFFO is a useful supplemental measure for investors to consider because we believe it will help them better assess the sustainability of our operating performance without the potentially distorting impact of these short-term fluctuations. However, there are limits on the usefulness of AFFO to investors. For example, impairment charges and unrealized foreign currency exchange rate losses that we exclude may become actual realized losses upon the ultimate disposition of the properties in the form of lower cash proceeds or other considerations. We use our FFO and AFFO measures as supplemental financial measures of operating performance. We do not use our FFO and AFFO measures as, nor should they be considered to be, alternatives to net income computed under GAAP, alternatives to net cash provided by operating activities computed under GAAP, or indicators of our ability to fund our cash needs.

FFO and AFFO were as follows (in thousands):

__________

(a)Amount for the year ended December 31, 2024 represents a gain recognized on the remaining interest in an investment acquired during the third quarter of 2024, which we had previously accounted for under the equity method (Note 8).

(b)Equity income, including amounts that are not typically recognized for FFO and AFFO, is recognized within Earnings from equity method investments on the consolidated statements of income. This represents adjustments to equity income to reflect FFO and AFFO on a pro rata basis.

(c)Adjustments disclosed elsewhere in this reconciliation are on a consolidated basis. This adjustment reflects our FFO or AFFO on a pro rata basis.

(d)Amount for the year ended December 31, 2025 includes a noncontrolling interest’s $6.0 million share of a gain on sale of real estate (Note 16).

(e)Primarily comprised of gains and losses on the mark-to-market fair value of equity securities, foreign currency exchange rate movements, changes in the non-cash allowance for credit losses on loans receivable and finance leases, and extinguishment of debt. Amounts for the years ended December 31, 2025 and 2024 include mark-to-market unrealized losses for our investment in shares of Lineage of $103.4 million and $134.0 million, respectively (Note 9).

(f)Amount for the year ended December 31, 2024 is primarily comprised of the write-off of a value added tax receivable that was previously recorded in connection with an international investment.

While we believe that FFO and AFFO are important supplemental measures, they should not be considered as alternatives to net income as an indication of a company’s operating performance. These non-GAAP measures should be used in conjunction with net income as defined by GAAP. FFO and AFFO, or similarly titled measures disclosed by other REITs, may not be comparable to our FFO and AFFO measures.