Form 8-K

8-K — W. P. Carey Inc.

Accession: 0001104659-26-080334

Filed: 2026-07-02

Period: 2026-07-02

CIK: 0001025378

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — tm2619605d1_8k.htm (Primary)

EX-4.3 — EXHIBIT 4.3 (tm2619605d1_ex4-3.htm)

EX-5.1 — EXHIBIT 5.1 (tm2619605d1_ex5-1.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: tm2619605d1_8k.htm · Sequence: 1

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0001025378

2026-07-02

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of report (Date of earliest event reported):

July 2, 2026

W. P. Carey Inc.

(Exact Name of Registrant as Specified in its Charter)

Maryland

001-13779

45-4549771

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

One Manhattan West, 395 9th Avenue,

58th Floor

New York, New York

10001

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including

area code: (212) 492-1100

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 Par Value

WPC

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ¨

Item 1.01. Entry into a Material

Definitive Agreement.

On July 2, 2026, W. P. Carey Inc. (the “Company”)

consummated the public offering (the “Offering”) of $350 million aggregate principal amount of 5.200% Senior Notes

due 2036 (the “Senior Notes”). The Offering settled on July 2, 2026 and was made pursuant to (i) the Company’s

automatic shelf registration statement on Form S-3ASR (File No. 333-286885), filed with the Securities and Exchange Commission on May

1, 2025; and (ii) a final prospectus supplement relating to the Senior Notes, dated as of June 29, 2026. The Company intends to use the

net proceeds from this Offering to repay the $350 million in aggregate principal amount outstanding of its 4.250% Senior Notes due October

2026 and for other general corporate purposes, including to fund potential future investments and to repay certain other indebtedness,

including amounts outstanding under its $2.0 billion unsecured revolving credit facility.

The terms of the Senior Notes are governed by

an indenture, dated as of March 14, 2014 (the “Base Indenture”), by and between the Company, as issuer, and U.S. Bank

Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the “Trustee”),

as supplemented by the Fourteenth Supplemental Indenture dated as of July 2, 2026 (the “Fourteenth Supplemental Indenture”

and together with the Base Indenture, the “Indenture”), by and between the Company and the Trustee.

The Senior Notes bear interest at 5.200% per annum,

accruing from July 2, 2026. Interest on the Senior Notes is payable semi-annually on March 15 and September 15 of each year, commencing

on March 15, 2027. The Senior Notes will mature on September 15, 2036. The Senior Notes are the Company’s direct, unsecured and

unsubordinated obligations and will rank equally in right of payment with all of the Company’s existing and future unsecured and

unsubordinated indebtedness.

The Company may redeem the Senior Notes at any

time in whole, or from time to time in part, at the make-whole redemption price specified in the Fourteenth Supplemental Indenture. If

the Senior Notes are redeemed on or after June 15, 2036 (three months prior to the maturity date), the redemption price will be equal

to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption

date.

The Indenture contains covenants that, among other things, require

the Company to maintain at all times a specified ratio of unencumbered assets to unsecured debt and limit the Company from incurring secured

and unsecured indebtedness. However, those covenants are subject to significant exceptions. In addition, the Company’s ability to

consummate a merger, consolidation or a transfer of all or substantially all of the Company’s consolidated assets to another person

is limited unless certain conditions are satisfied. The Indenture also provides for customary events of default which, if any of them

occurs, would permit or require the principal of and accrued interest on the Notes to become or to be declared due and payable.

The foregoing descriptions of the Base Indenture

and the Fourteenth Supplemental Indenture in this Current Report on Form 8-K do not purport to be complete, and are qualified in their

entirety by reference to Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K, which are incorporated herein by

reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

4.1

Form

of Note representing $350 Million Aggregate Principal Amount of 5.200% Senior Notes due 2036 (contained in Exhibit 4.3).

4.2

Indenture

dated as of March 14, 2014, by and between W. P. Carey Inc., as issuer and U.S. Bank Trust Company, National Association, as successor

in interest to U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current

Report on Form 8-K filed on March 14, 2014).

4.3

Fourteenth

Supplemental Indenture dated as of July 2, 2026, by and between W. P. Carey Inc., as issuer, and U.S. Bank Trust Company, National

Association, as trustee.

5.1

Opinion

of Hogan Lovells Cadwalader US LLP.

23.1

Consent

of Hogan Lovells Cadwalader US LLP (contained in Exhibit 5.1).

104

The

cover page from this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: July 2, 2026

W. P. Carey Inc.

By:

/s/ ToniAnn Sanzone

ToniAnn Sanzone

Chief Financial Officer

EX-4.3 — EXHIBIT 4.3

EX-4.3

Filename: tm2619605d1_ex4-3.htm · Sequence: 2

Exhibit 4.3

FOURTEENTH SUPPLEMENTAL INDENTURE

Dated as of July 2, 2026

INDENTURE

Dated as of March 14, 2014

Between

W. P. Carey Inc., as Issuer

and

U.S. Bank Trust Company, National Association, as Trustee

TABLE OF CONTENTS

Page

ARTICLE ONE DEFINITIONS

Section 101 Certain Terms Defined in the Indenture.

Section 102 Definitions.

ARTICLE TWO AMENDMENT TO THE ORIGINAL INDENTURE

Section 201 Amendment to Section 501 Relating to Events of Default

Section 202 Notice of Event of Default

Section 203 Amendment to Section 402 Relating to Defeasance and Covenant Defeasance

ARTICLE THREE CERTAIN COVENANTS

Section 301 Limitation on Incurrence of Debt

Section 302 Limitation on the Incurrence of Secured Debt

Section 303 Limitation on the Incurrence of Debt Based on Consolidated EBITDA to Annual Debt Service Charge

Section 304 Maintenance of Unencumbered Asset Value

Section 305 Reports by the Company

ARTICLE FOUR POSSIBLE FUTURE OPERATING PARTNERSHIP GUARANTEE

Section 401 Possible Future Operating Partnership Guarantee

Section 402 Ranking

Section 403 Waiver of Reimbursement, Indemnity and Subrogation Rights

Section 404 Release of any Operating Partnership Guarantee

Section 405 Supplemental Indenture

ARTICLE FIVE FORM AND TERMS OF THE NOTES

Section 501 Form and Dating.

Section 502 Certain Terms of the Notes.

Section 503 Redemption.

ARTICLE SIX MISCELLANEOUS

Section 601 Relationship with Indenture.

Section 602 Trust Indenture Act Controls.

Section 603 Governing Law.

Section 604 Multiple Counterparts.

Section 605 Severability.

Section 606 Ratification.

Section 607 Headings.

Section 608 Effectiveness.

Section 609 Electronic Signatures.

FOURTEENTH SUPPLEMENTAL INDENTURE

This Fourteenth Supplemental Indenture, dated as

of July 2, 2026 (this “Fourteenth Supplemental Indenture”), between W. P. Carey Inc., a Maryland corporation (the “Company”),

and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the “Trustee”),

supplements that certain Indenture, dated as of March 14, 2014, by and between the Company and the Trustee (the “Original Indenture”

and, together with this Fourteenth Supplemental Indenture, the “Indenture”).

RECITALS

The Company has duly authorized the execution and

delivery of the Indenture to provide for the issuance from time to time of its unsecured and unsubordinated debentures, notes or other

evidences of indebtedness (the “Securities”), unlimited as to principal amount, to bear such fixed or floating rates

of interest, to mature at such time or times, to be issued in one or more series and to have such other provisions as provided for in

the Indenture;

The Indenture provides that the Securities shall

be in the form as may be established by or pursuant to a Board Resolution and set forth in an Officer’s Certificate or as may be

established in one or more supplemental indentures thereto, in each case with such appropriate insertions, omissions, substitutions and

other variations as are required or permitted by the Indenture;

The parties are entering into this Fourteenth Supplemental

Indenture to establish the terms of the Securities created on the date of this Fourteenth Supplemental Indenture; and

The Company has determined to issue and deliver,

and the Trustee shall authenticate, a series of Securities designated as the Company’s “5.200% Senior Notes due 2036”

(hereinafter called the “Notes”), pursuant to the terms of this Fourteenth Supplemental Indenture and substantially

in the form as herein set forth, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted

by the Indenture and this Fourteenth Supplemental Indenture.

NOW, THEREFORE, THIS FOURTEENTH SUPPLEMENTAL INDENTURE

WITNESSETH:

For and in consideration of the premises stated

herein, the parties hereto hereby enter into this Fourteenth Supplemental Indenture, for the equal and proportionate benefit of all Holders

of the Notes as follows:

Article

One

DEFINITIONS

Section

101 Certain Terms Defined in the Indenture.

For purposes of this Fourteenth Supplemental Indenture,

all capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Original Indenture, as amended

and supplemented hereby.

Section

102 Definitions.

For all purposes of this Fourteenth Supplemental

Indenture:

“Acquired Debt” means Debt of

a Person:

(1) existing at the time such Person is merged or consolidated with or into the Company or any of its Subsidiaries or becomes a Subsidiary

of the Company; or

(2) assumed by the Company or any of its Subsidiaries in connection with the acquisition of assets from such Person.

Acquired Debt shall be deemed to be incurred on

the date the acquired Person is merged or consolidated with or into the Company or any of its Subsidiaries or becomes a Subsidiary of

the Company or the date of the related acquisition, as the case may be.

“Annual Debt Service Charge”

means, for any period, the interest expense of the Company and its Subsidiaries on a pro forma basis for such period (determined on a

consolidated basis in accordance with GAAP).

“Capitalization Rate” means

7.50%.

“Consolidated EBITDA” means

the Net Income (Loss) of the Company and its Subsidiaries on a pro forma basis for the applicable period, plus (a) the sum of the following

amounts of the Company and its Subsidiaries on a pro forma basis for such period (determined on a consolidated basis in accordance with

GAAP) to the extent included in the determination of such Net Income (Loss): (i) depreciation expense, (ii) amortization expense and other

non-cash charges, (iii) interest expense, (iv) income tax expense, (v) extraordinary losses and other non-recurring charges (and other

losses on asset sales not otherwise included in extraordinary losses and other non-recurring charges), (vi) non-controlling interests,

and (vii) adjustments as a result of the straight lining of rents, less (b) extraordinary gains (including, without limitation, gains

on asset sales and gains resulting from the early extinguishment of indebtedness, in each case not otherwise included in extraordinary

gains) of the Company and its Subsidiaries on a pro forma basis for such period (determined on a consolidated basis in accordance with

GAAP) to the extent included in the determination of such Net Income (Loss).

“Debt” means, any indebtedness

of the Company or any Subsidiary, whether or not contingent, in respect of:

(1) borrowed money or evidenced by bonds, notes, debentures, loan agreements or similar instruments;

(2) indebtedness secured by any Lien on any property or asset owned by the Company or any Subsidiary, but only to the extent of the lesser

of the amount of indebtedness so secured and the fair market value (determined in good faith by the board of directors of the Company

or a duly authorized committee thereof) of the property subject to such Lien;

(3) reimbursement obligations, contingent or otherwise, in connection with any letters of credit actually issued or amounts representing

the balance deferred and unpaid of the purchase price of any property except any such balance that constitutes an accrued expense or trade

payable; or

(4) any lease of property by the Company or any Subsidiary as lessee which is required to be reflected on the consolidated balance sheet

of the Company as a finance lease in accordance with GAAP,

and also includes, to the extent not otherwise included, any non-contingent

obligation of the Company or any Subsidiary to be liable for, or to pay, as obligor, guarantor or otherwise (other than for purposes of

collection in the ordinary course of business), Debt of the types referred to above of another Person other than the Company or any Subsidiary

(it being understood that Debt shall be deemed to be incurred by the Company or any Subsidiary whenever such Person shall create, assume,

guarantee or otherwise become liable in respect thereof).

“Funded

Debt” means any indebtedness for borrowed money that is (i) in the form of, or represented by, bonds, notes, debentures or other

debt securities and has an aggregate principal amount outstanding of at least $50 million or (ii) incurred pursuant to a credit agreement

or other agreement providing for revolving credit loans, term loans or other debt and has an aggregate principal amount outstanding or

committed of at least $50 million; excluding, in each instance, indebtedness of the Operating Partnership owed to the Company, if any.

“GAAP” means generally accepted

accounting principles in the United States of America as set forth in the opinions and pronouncements of the Accounting Principles Board

and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board

that are applicable to the circumstances as of the date of determination, consistently applied.

“Global Notes” has the meaning

set forth in Section 501(1) of this Fourteenth Supplemental Indenture.

“Lease”

means a lease, license, concession agreement or other agreement providing for the use or occupancy of any portion of any Project, including

all amendments, supplements, modifications and assignments thereof and all side letters or

side agreements relating thereto.

“Lien” means any mortgage, deed

of trust, lien, charge, pledge, security interest, security agreement or other encumbrance of any kind.

“Managed

REIT” means a REIT managed or advised by the Company or any of its Subsidiaries.

“Management Contract” means

a management contract or advisory agreement under which the Company or any of its Subsidiaries provides management and advisory services

to a third party, consisting of management of properties or provision of advisory services on property acquisition and dispositions, equity

and debt placements and related transactional matters.

“Management Revenues”

means, for any period, an amount equal to the aggregate sum of revenues for such period earned by the Company and its Subsidiaries on

a pro forma basis from providing management and advisory services under Management Contracts (determined on a consolidated basis in accordance

with GAAP), including asset management revenue, performance revenue, structuring revenue, advisor’s participation in cash flow (if

any), interest income or any revenue earned as stipulated in a Management Contract and booked for financial reporting purposes, and distributions

received for such period related to the ownership of equity in managed funds and Managed REITs but excluding revenue related to reimbursed

costs; provided, however, that Management Revenues shall exclude any revenues earned under Management Contracts, or distributions received,

by the Company and its Subsidiaries on a pro forma basis from a current Subsidiary that has not been a Subsidiary for the entirety of

such period.

“Net Income (Loss)” means

the aggregate of net income (or loss) of the Company and its Subsidiaries on a pro forma basis for the applicable period (determined on

a consolidated basis in accordance with GAAP).

“Operating

Partnership” means a limited partnership or limited liability company through which the Company will operate if the Company

elects to complete an UPREIT Reorganization.

“Operating

Partnership Guarantee” has the meaning set forth in Section 401 of this Fourteenth Supplemental Indenture.

“Par

Call Date” has the meaning set forth in Section 503(1) of this Fourteenth Supplemental Indenture.

“Project” means

any office, industrial/manufacturing facility, educational facility, retail facility, distribution/warehouse facility, assembly or production

facility, hotel, day care center, storage facility, health care/hospital facility, restaurant, radio or TV station, laboratory, theater,

broadcasting/communication facility (including any transmission facility), any combination of any of the foregoing, or any land to be

developed into any one or more of the foregoing pursuant to a written agreement with respect to such land for a transaction involving

a Lease (or franchise agreement, in the case of a hotel), in each case owned, directly or indirectly, by any of the Company or its Subsidiaries.

“Property EBITDA” means,

for any period, an amount equal to Consolidated EBITDA plus corporate level general and administrative expenses less Management Revenues.

“Regular Record

Date” has the meaning set forth in Section 502(4) of this Fourteenth Supplemental Indenture.

“REIT” means

a domestic trust or corporation that qualifies as a real estate investment trust under the provisions of Sections 856 et seq. of

the Internal Revenue Code of 1986, as amended.

“Subsidiary” means (1) any Person

(as defined in the Original Indenture but excluding an individual), a majority of the outstanding voting stock, partnership interests,

membership interests or other equity interests, as the case may be, of which is owned or controlled, directly or indirectly, by the Company

and/or by one or more other Subsidiaries of the Company, as the case may be, that is consolidated in the financial statements of the Company

in accordance with GAAP and (2) any other Persons that are consolidated with the Company for purposes of GAAP; provided, however, that

calculations with respect to a current Subsidiary that has not been a Subsidiary for the entire period covered by such calculation applicable

to the Notes shall be calculated on a pro forma basis as if such Subsidiary was a Subsidiary as of the first day of such period. For the

purposes of this definition, “voting stock, partnership interests, membership interests or other equity interests” means stock

or interests having voting power for the election of directors, trustees or managers (or similar members of the governing body of such

Person), as the case may be, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency.

“Total Asset Value” means, as

of any date, the sum of, without duplication:

(1) in respect of Projects owned or ground-leased by the Company or any of its Subsidiaries for

at least four fiscal quarters (for clarity, including any period of time during which title to such Project was held by a qualified intermediary

pursuant to customary 1031 exchange terms pending a transfer of such Project to the Company or any of its Subsidiaries) (whether or not

the applicable Subsidiary of the Company has been a Subsidiary of the Company for at least four fiscal quarters), the Property EBITDA

(excluding any EBITDA attributable to investments in unconsolidated limited partnerships, unconsolidated limited liability companies and

other unconsolidated entities) for such Projects for the previous four consecutive fiscal quarters divided by the Capitalization Rate;

(2) in respect of Projects owned or ground-leased by the Company or any of its Subsidiaries for

less than four fiscal quarters (for clarity, including any period of time during which title to such Project is held by a qualified intermediary

pursuant to customary 1031 exchange terms pending a transfer of such Project to the Company or any of its Subsidiaries), the cost (original

cost plus capital improvements) of such Projects and related intangibles, before depreciation and amortization, determined on a consolidated

basis in accordance with GAAP; and

(3) for all other assets of the Company and its Subsidiaries, excluding accounts receivable and

intangible assets, the value as determined in accordance with GAAP.

“Total Unencumbered Asset Value”

means, as of any date, the sum of, without duplication:

(1) in respect of Projects owned or ground-leased by the Company or any of its Subsidiaries for

at least four fiscal quarters (for clarity, including any period of time during which title to such Project was held by a qualified intermediary

pursuant to customary 1031 exchange terms pending a transfer of such Project to the Company or any of its Subsidiaries) (whether or not

the applicable Subsidiary of the Company has been a Subsidiary of the Company for at least four fiscal quarters) and which are not subject

to a Lien, the Property EBITDA (excluding any EBITDA attributable to investments in unconsolidated limited partnerships, unconsolidated

limited liability companies and other unconsolidated entities) for such Projects for the previous four consecutive fiscal quarters divided

by the Capitalization Rate;

(2) in respect of Projects owned or ground-leased by the Company or any of its Subsidiaries for

less than four fiscal quarters (for clarity, including any period of time during which title to such Project is held by a qualified intermediary

pursuant to customary 1031 exchange terms pending a transfer of such Project to the Company or any of its Subsidiaries) and which are

not subject to a Lien, the cost (original cost plus capital improvements) of such Projects and related intangibles, before depreciation

and amortization, determined on a consolidated basis in accordance with GAAP; and

(3) for all other assets of the Company and its Subsidiaries not subject to a Lien, excluding accounts

receivable and intangible assets, the value as determined in accordance with GAAP,

all determined on a consolidated basis in accordance with GAAP; provided,

however, that, all investments in unconsolidated limited partnerships, unconsolidated limited liability companies and other unconsolidated

entities shall be excluded from Total Unencumbered Asset Value.

“Treasury

Rate” means, with respect to any Redemption Date, the yield determined by the Company in accordance with the following

two paragraphs.

The Treasury Rate shall be determined by the Company

after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors

of the Federal Reserve System), on the third Business Day preceding the date of the notice of redemption based upon the yield or yields

for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors

of the Federal Reserve System designated as “Selected Interest Rates (Daily) — H.15” (or any successor designation or

publication) (“H.15”) under the caption “U.S. government securities — Treasury constant maturities —

Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall

select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to

the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal

to the Remaining Life, the two yields — one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than

and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life — and shall interpolate

to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal

places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the

single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant

maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable,

of such Treasury constant maturity from the Redemption Date.

If on the third Business Day preceding the date

of the notice of redemption H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum

equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding the date

of the notice of redemption of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date,

as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury

securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with

a maturity date following the Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding

the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States

Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States

Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices

for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the

terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average

of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury

security, and rounded to three decimal places.

“Trustee” has the meaning set

forth in the first paragraph of this Fourteenth Supplemental Indenture.

“Unsecured Debt” means Debt

of the Company or any of its Subsidiaries that is not secured by a Lien on any property or assets of the Company or any of its Subsidiaries.

“UPREIT

Reorganization” means a reorganization of the Company into an umbrella partnership

real estate investment trust where the Company will operate through the Operating Partnership.

Article

Two

AMENDMENT TO THE ORIGINAL INDENTURE

Section

201 Amendment to Section 501 Relating to Events of Default.

Section 501(5) of the Original Indenture is amended and restated with respect to the Notes issued on the date hereof, to read

as follows:

(5) a

failure by the Company to pay any recourse Indebtedness (for purposes of this Article Two, as defined in Article One of the Original Indenture)

when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) for money borrowed by the Company in

an outstanding principal amount in excess of $50,000,000, or a default under any such Indebtedness resulting in the acceleration prior

to the stated maturity of the principal amount of such Indebtedness in excess of $50,000,000, in each case, after the expiration of any

applicable grace period, and such Indebtedness is not discharged or such default in payment or acceleration is not cured or rescinded

within 60 days after written notice to the Company by the Trustee or to the Company and the Trustee from Holders of at least 25% in aggregate

principal amount of Notes then outstanding;

Section

202 Notice of Event of Default . Within 30 days

after becoming aware of the occurrence of any Event of Default, or any default that with notice or the lapse of time, or both, would be

an Event of Default, the Company shall be required to deliver to the Trustee an Officer’s Certificate setting forth the details

of such Event of Default or default, as the case may be, its status and the action that the Company is taking or proposes to take, if

any, in respect thereof.

Section

203 Amendment to Section 402 Relating to Defeasance and Covenant Defeasance.

Section 402(2) of the Original Indenture is amended and restated with respect to the Notes issued on the date hereof, by replacing the

reference to “subclauses (i) through (iv)” in the second sentence of the paragraph

with “subclauses (i) through (vi)” and by the addition of the following at the end of the second-to-last sentence:

, (v) the obligation to register the transfer or exchange

of notes as set forth in Section 305 and (vi) the obligation to replace temporary or mutilated, destroyed, lost or stolen securities as

set forth in Section 306.

Article

Three

CERTAIN COVENANTS

In addition to the covenants set forth in Sections

1001 through 1003, inclusive, of the Original Indenture, there are established the following covenants for the benefit of Holders of the

Notes and to which such Notes shall be subject and to which Sections 402(3) and 1005 of the Original Indenture shall apply:

Section

301 Limitation on Incurrence of Debt. The Company

shall not, and shall not permit any of its Subsidiaries to, incur any Debt if, immediately after giving effect to the incurrence of such

Debt and the application of the proceeds from such Debt on a pro forma basis, the aggregate principal amount of all of its and its Subsidiaries’

outstanding Debt (determined on a consolidated basis in accordance with GAAP) is greater than 60% of its and its Subsidiaries’ Total

Asset Value.

Section

302 Limitation on the Incurrence of Secured Debt.

In addition to the limitation set forth in Section 301 above, the Company shall not, and shall not permit any of its Subsidiaries to,

incur any Debt (including, without limitation, Acquired Debt) secured by any Lien on any of its or any of its Subsidiaries’ property

or assets if, immediately after giving effect to the incurrence of such Debt and the application of the proceeds from such Debt on a pro

forma basis, the aggregate principal amount of all of its and its Subsidiaries’ outstanding Debt (determined on a consolidated basis

in accordance with GAAP) secured by a Lien on any of its or its Subsidiaries’ property or assets is greater than 40% of its and

its Subsidiaries’ Total Asset Value.

Section

303 Limitation on the Incurrence of Debt Based on Consolidated EBITDA to Annual Debt Service Charge.

In addition to the limitations set forth in Sections 301 and 302 above, the Company shall not, and shall not permit any of its Subsidiaries

to, incur any Debt if, immediately after giving effect to the incurrence of such Debt and the application of the proceeds from such Debt

on a pro forma basis, the ratio of Consolidated EBITDA to Annual Debt Service Charge (determined on a consolidated basis in accordance

with GAAP) for the period consisting of the four consecutive fiscal quarters most recently ended prior to the date on which such Debt

is to be incurred (for which consolidated financial statements have been filed with the Commission on Form 10-K or Form 10-Q, as the case

may be, or, if such filing is not permitted under the Exchange Act, with the Trustee) shall have been less than 1.5:1, calculated on the

following assumptions: (1) such Debt and any other Debt (including, without limitation, Acquired Debt) incurred by the Company or any

of its Subsidiaries since the first day of such four consecutive fiscal quarterly period had been incurred, and the application of the

proceeds from such Debt (including to repay or retire other Debt) had occurred, on the first day of such period; (2) the repayment or

retirement of any other Debt of the Company or any of its Subsidiaries since the first day of such four consecutive fiscal quarterly period

had occurred on the first day of such period (except that, in making this computation, the amount of Debt under any revolving credit facility,

line of credit or similar facility shall be computed based upon the average daily balance of such Debt during such period); and (3) in

the case of any acquisition or disposition by the Company or any of its Subsidiaries of any asset or group of assets with a fair market

value in excess of $1.0 million since the first day of such four consecutive fiscal quarterly period, whether by merger, stock purchase

or sale or asset purchase or sale or otherwise, such acquisition or disposition had occurred as of the first day of such period with the

appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation.

If the Debt giving rise to the need to make the

calculation described above or any other Debt incurred after the first day of the relevant four-quarter period bears interest at a floating

rate (to the extent such Debt has been hedged to bear interest at a fixed rate, only the portion of such Debt, if any, that has not been

so hedged), then, for purposes of calculating the Annual Debt Service Charge, the interest rate on such Debt shall be computed on a pro

forma basis by applying the average daily rate which would have been in effect during the entire such four consecutive fiscal quarterly

period to the greater of the amount of such Debt outstanding at the end of such period or the average amount of such Debt outstanding

during such period.

Section

304 Maintenance of Unencumbered Asset Value. The

Company shall not have at any time Total Unencumbered Asset Value of less than 150% of the aggregate principal amount of all

of its and its Subsidiaries’ outstanding Unsecured Debt (determined

on a consolidated basis in accordance with GAAP).

Section

305 Reports by the Company. To the extent there

exists any Outstanding Notes, if the Company is subject to Section 13(a) or 15(d) of the Exchange Act or any successor provision, the

Company shall deliver to the Trustee the annual reports, quarterly reports and other documents which the Company is required to file with

the Commission pursuant to Section 13(a) or 15(d) or any successor provision, within 15 days after the date that the Company files the

same with the Commission. If the Company is not subject to Section 13(a) or 15(d) of the Exchange Act or any successor provision, and

for so long as there exist any Outstanding Notes, the Company shall deliver to the Trustee the quarterly and annual financial statements

and accompanying Item 303 of Regulation S-K (“management’s discussion and analysis of financial condition and results of operations”)

disclosure that would be required to be contained in annual reports on Form 10-K and quarterly reports on Form 10-Q required to be filed

with the Commission if the Company was subject to Section 13(a) or 15(d) of the Exchange Act or any successor provision, within 15 days

of the filing date that would be applicable to the Company at that time pursuant to applicable Commission rules and regulations.

Reports and other documents filed with the Commission

via the EDGAR system shall be deemed to be delivered to the Trustee as of the time of such filing via EDGAR for purposes of this Section

305; provided, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents

or reports have been filed via EDGAR. Delivery of such reports, information and documents to the Trustee is for informational purposes

only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable

from information contained therein, including the Company’s compliance with any of its covenants relating to the Notes (as to which

the Trustee is entitled to rely exclusively on Officer’s Certificates).

Article

Four

POSSIBLE FUTURE OPERATING PARTNERSHIP GUARANTEE

Section

401 Possible Future Operating Partnership Guarantee.

Upon and following consummation of the UPREIT Reorganization, if the Operating Partnership incurs or assumes any recourse Funded Debt,

or guarantees or otherwise becomes obligated with respect to any other entity’s Funded Debt, then the Company shall cause the Operating

Partnership, within 10 Business Days of such incurrence, assumption, guarantee or other action, to (i) execute and deliver to the

Trustee a supplemental indenture, in form reasonably satisfactory to the Trustee, pursuant to which the Operating Partnership shall fully,

unconditionally and irrevocably guarantee all of the payment and other obligations

under the Notes in a timely manner on a senior unsecured basis on terms consistent with the Notes (the “Operating Partnership

Guarantee”) and (ii) deliver to the Trustee an Officer’s Certificate and an opinion of counsel to the effect that

each of such supplemental indenture and such Operating Partnership Guarantee has been duly authorized, executed and delivered by, and

constitutes a valid, legally binding and enforceable obligation of, the Operating Partnership, except insofar as enforcement thereof may

be limited by bankruptcy, insolvency or similar laws or by general principles of equity. Any such Operating Partnership Guarantee shall

provide that Holders of the Notes shall be entitled to proceed directly against the Operating Partnership without exercising their remedies

against any other obligor.

Section

402 Ranking.

Any Operating Partnership Guarantee shall rank equally and ratably with all other existing and future unsecured and unsubordinated indebtedness

of the Operating Partnership, shall (i) rank senior to any subordinated indebtedness of the Operating Partnership that is not secured,

(ii) effectively rank junior to any secured indebtedness of the Operating

Partnership to the extent of the value of the collateral securing such indebtedness and (iii) be structurally subordinate to all of the

indebtedness and other liabilities, whether secured or unsecured, if any, and any preferred equity of the subsidiaries of the Operating

Partnership.

Section

403 Waiver of Reimbursement, Indemnity and Subrogation Rights.

If and for so long as the Operating Partnership guarantees the Notes, it shall agree in the supplemental indenture that it shall waive

and shall not in any manner whatsoever claim or take the benefit or

advantage of any right of reimbursement, indemnity or subrogation or any other right as a result of any payment by the Operating Partnership

under any Operating Partnership Guarantee until the Notes have been paid in full.

Section

404 Release of any Operating Partnership Guarantee.

Any Operating Partnership Guarantee shall be automatically released if (i) the Company exercises its option to discharge its obligations

with respect to this Fourteenth Supplemental Indenture or the Notes, as applicable, pursuant to Article Four in the Original Indenture,

or (ii) the Operating Partnership is no longer obligated on any other Funded Debt.

Section

405 Supplemental Indenture.

The supplemental indenture shall provide that the obligations of the Operating Partnership under any Operating Partnership Guarantee shall

be limited as necessary to prevent such Operating Partnership Guarantee from constituting a fraudulent conveyance or fraudulent transfer

under applicable law.

Article

Five

FORM AND TERMS OF THE NOTES

This Article Five applies solely to the Notes and

shall not affect the rights under the Original Indenture of the Holders of Securities of any other series.

Section

501 Form and Dating.

The Notes and the Trustee’s certificate of

authentication shall be substantially in the form of Exhibit A attached hereto. The Notes shall be executed on behalf of the Company

by two officers of the Company specified in Section 303 of the Original Indenture. The Notes may

have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by or pursuant to Original

Indenture or this Fourteenth Supplemental Indenture and may have such letters, numbers or other marks of identification and such legends

or endorsements placed thereon as may, consistently with the Original Indenture, be determined by the officer of the Company executing

the Notes as evidenced by the execution of the Notes. Each Note shall be dated the date of its authentication. The Notes and any

beneficial interest in the Notes shall be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

The terms and notations contained in the Notes

shall constitute, and are hereby expressly made, a part of the Original Indenture as supplemented by this Fourteenth Supplemental

Indenture; and the Company and the Trustee, by their execution and delivery of this Fourteenth Supplemental

Indenture, expressly agree to such terms and provisions and to be bound thereby; provided, that, to the extent of any inconsistency between

the terms and provisions in the Original Indenture, as supplemented by this Fourteenth Supplemental

Indenture, and those contained in the Notes, the Notes shall govern.

(1)

Global Notes. The Notes designated herein shall be issued initially in the form of one or more fully-registered permanent

global Securities (the “Global Notes” and each, a “Global Note”), which shall be held by the Trustee

as custodian for The Depository Trust Company, New York, New York (the “Depositary”), and registered in the name of

Cede & Co., the Depositary’s nominee, duly executed by the Company and authenticated by the Trustee. The aggregate principal

amount of outstanding Notes represented by a Global Note may from time to time be increased or decreased by adjustments made on the records

of the Trustee and the Depositary or its nominee as hereinafter provided.

Unless and until the Global Notes are

exchanged in whole or in part for the individual Notes represented thereby pursuant to Section 305 of the Original Indenture, such Global

Notes may not be transferred except as a whole by the Depositary to its nominee or by its nominee to the Depositary or another nominee

of the Depositary or by the Depositary or any of its nominees to a successor depositary or any nominee of such successor depositary. Upon

the occurrence of the events specified in Section 305 of the Original Indenture in relation thereto, the Company shall execute, and the

Trustee shall, upon receipt of a request by the Company for authentication, authenticate and deliver, Notes in physical, certificated

form registered in such names and in such principal amounts equal to the outstanding aggregate principal amount of the Global Notes in

exchange therefor.

(2)

Book-Entry Provisions. This Section 501(2) shall apply only to the Global Notes deposited with or on behalf of the Depositary.

The Company shall execute and the Trustee

shall, in accordance with this Section 501(2), authenticate and deliver the Global Notes that shall be registered in the name of the Depositary

or the nominee of the Depositary and shall be held by the Trustee as custodian for the Depositary. The aggregate principal amount of the

Global Notes may from time to time be increased or decreased by adjustments made on the Security Registrar.

Participants of the Depositary shall

have no rights either under the Indenture or with respect to any Global Notes. The Depositary or its nominee, as applicable, shall be

treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for

all purposes under the Indenture. Notwithstanding the foregoing, nothing herein shall prevent the Company or the Trustee from giving effect

to any written certification, proxy or other authorization furnished by the Depositary or its nominee, as applicable, or impair, as between

the Depositary and its participants, the operation of customary practices of such Depositary governing the exercise of the rights of an

owner of a beneficial interest in the Global Notes.

(3)

Definitive Notes. Notes issued in physical, certificated form, registered in the name of the beneficial owner thereof, shall

be substantially in the form of the Note attached hereto as Exhibit A, but without including the text referred to therein as applying

only to Global Notes. Except as provided above in subsection (1), owners of beneficial interests in the Global Notes shall not be entitled

to receive physical delivery of certificated Notes.

(4)

Transfer and Exchange of the Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected

through the Depositary, in accordance with the Original Indenture and the procedures of the Depositary therefor. Beneficial interests

in the Global Notes may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the Global Notes.

Section

502 Certain Terms of the Notes.

The terms of the Notes are established as set forth

in this Fourteenth Supplemental Indenture and as further established in the form of Note attached hereto as Exhibit A. The terms

and notations contained in the Notes shall constitute, and are hereby expressly made, a part of the Original Indenture as supplemented

by this Fourteenth Supplemental Indenture, and the Company and the Trustee, by their execution

and delivery of this Fourteenth Supplemental Indenture, expressly agree to such terms and

provisions and to be bound thereby.

(1)

Title. The Notes shall constitute a series of Securities having the title “5.200% Senior Notes due 2036.”

(2)

Principal Amount. The Notes shall initially be limited to an aggregate principal amount of THREE HUNDRED FIFTY MILLION DOLLARS

($350,000,000). The Company may, from time to time, without notice to or the consent of any Holders, create and issue additional debt

securities having the same terms as the Notes in all respects, except for the issue date, public offering price and, under certain circumstances,

the date from which interest begins to accrue and the date of the first payment of interest thereon, provided that (i) such issuance complies

with the covenants set forth in the Indenture and (ii) any additional debt securities must be fungible with the previously outstanding

Notes for U.S. federal income tax purposes. Additional debt securities issued in this manner shall be consolidated with, and shall form

a single series of debt securities under the Indenture with, the Notes. The Notes and any additional debt securities shall rank equally

and ratably in right of payment and shall be treated as a single series of debt securities for all purposes under the Indenture.

(3)

Maturity Date. The Notes shall

mature on September 15, 2036 (the “Stated Maturity Date”), unless redeemed prior to such date in accordance with Section

503. The principal of, and premium and interest, if any, on each Note payable at maturity or earlier redemption shall be paid against

presentation and surrender of the Note at the Corporate Trust Office of the Trustee, or by electronic means, in U.S. dollars.

(4)

Interest Rate. Interest on the Notes shall accrue at the rate of 5.200% per

year from, and including, July 2, 2026 or the most recent interest payment date to which interest has been paid or provided for,

as the case may be, and shall be payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2027

(each, an “Interest Payment Date”). The interest so payable shall be paid to each Holder in whose name a Note is registered

at the close of business on the March 1 or September 1 (whether or not a Business Day) immediately preceding the applicable Interest Payment

Date (the “Regular Record Date”). Interest on the Notes shall be computed on the basis of a 360-day year consisting

of twelve 30-day months.

(5)

Sinking Fund Provisions. The Notes shall not be entitled to the benefits of, or be

subject to, any sinking fund.

Section

503 Redemption.

(1)

Optional Redemption. The Notes shall be redeemable, at the Company’s sole option, in whole at any time or in part

from time to time, in each case prior to June 15, 2036 (three months prior to the Stated Maturity Date) (the “Par Call Date”),

for cash, at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) equal

to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) (a) the sum of the present values of the remaining

scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call Date)

on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points less (b)

interest accrued to, but not including, the Redemption Date, plus, in each case, unpaid interest, if any, accrued to, but not including,

such Redemption Date.

In addition, at any time on or after

the Par Call Date, the Notes shall be redeemable, at the Company’s sole option, in whole at any time or in part from time to time,

for cash, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus unpaid interest, if any, accrued

to, but not including, such Redemption Date. Notwithstanding the foregoing, interest shall be payable to Holders of the Notes on the Regular

Record Date applicable to an Interest Payment Date falling on or before such Redemption Date.

(2)

Notice of Redemption. The Company (or, at the Company’s request, the Trustee on its behalf) must transmit a notice

of redemption to each Holder of Notes to be redeemed at least 10 days but not more than 60 days prior to the Redemption Date. Such notice

of redemption shall specify the principal amount of Notes to be redeemed, the CUSIP and International Securities Identification Number

(“ISIN”) numbers of the Notes to be redeemed, the Redemption Date, the Redemption Price, the place or places of payment

and that payment shall be made upon presentation and surrender of such Notes. Once notice of redemption is delivered to Holders, the Notes

called for redemption shall become due and payable on the Redemption Date at the Redemption Price. On or before 10:00 a.m., New York City

time, on the Redemption Date, the Company shall deposit with the Trustee or with one or more paying agents an amount of money sufficient

to redeem on the Redemption Date all the Notes so called for redemption at the Redemption Price.

In the case of a partial redemption,

selection of the Notes for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion

deems appropriate and fair, or in the case of notes in book entry form, in accordance with the procedures of the Depositary. No

Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of

redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. A new note in a

principal amount equal to the unredeemed portion of the Note will be issued in the name of the Holder of the Note upon surrender for

cancellation of the original Note. For so long as the Notes are held by DTC (or another depositary), the redemption of the Notes

shall be done in accordance with the policies and procedures of the Depositary.

Unless the Company defaults in payment

of the Redemption Price, on and after the Redemption Date, interest shall cease to accrue on the Notes or any portion of the Notes called

for redemption on the Redemption Date.

Article

Six

MISCELLANEOUS

Section

601 Relationship with Indenture.

The terms and provisions contained in the Original

Indenture shall constitute, and are hereby expressly made, a part of this Fourteenth Supplemental

Indenture. However, to the extent any provision of the Original Indenture conflicts with the express provisions of this Fourteenth Supplemental

Indenture, the provisions of this Fourteenth Supplemental Indenture shall govern and be controlling.

Section

602 Trust Indenture Act Controls.

If any provision of this Fourteenth Supplemental

Indenture limits, qualifies or conflicts with another provision that is required to be included in this Fourteenth Supplemental

Indenture by the Trust Indenture Act, the required provision shall control. If any provision of this Fourteenth Supplemental

Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall

be deemed to apply to this Fourteenth Supplemental Indenture as so modified or excluded,

as the case may be.

Section

603 Governing Law.

This Fourteenth Supplemental

Indenture shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflicts of law

principles of such State other than New York General Obligations Law Section 5-1401.

Section

604 Multiple Counterparts.

The parties may sign multiple counterparts of this

Fourteenth Supplemental Indenture. Each signed counterpart shall be deemed an original but

all of them together represent one and the same Fourteenth Supplemental Indenture.

Section

605 Severability.

Each provision of this Fourteenth Supplemental

Indenture shall be considered separable and if for any reason any provision that is not essential to the effectuation of the basic purpose

of this Fourteenth Supplemental Indenture shall be invalid, illegal or unenforceable, the

validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and a Holder shall

have no claim therefor against any party hereto.

Section

606 Ratification.

The Original Indenture, as supplemented and amended

by this Fourteenth Supplemental Indenture, is in all respects ratified and confirmed. The

Original Indenture and this Fourteenth Supplemental Indenture shall be read, taken and construed

as one and the same instrument. All provisions included in this Fourteenth Supplemental Indenture

supersede any conflicting provisions included in the Original Indenture unless not permitted by law. The Trustee accepts the trusts created

by the Original Indenture, as supplemented by this Fourteenth Supplemental Indenture, and

agrees to perform the same upon the terms and conditions of the Original Indenture, as supplemented by this Fourteenth Supplemental

Indenture. The recitals and statement contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility

for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Fourteenth Supplemental

Indenture.

Section

607 Headings.

The Section headings in this Fourteenth Supplemental

Indenture are for convenience only and shall not affect the construction thereof.

Section

608 Effectiveness.

The provisions of this Fourteenth Supplemental

Indenture shall become effective as of the date hereof.

Section

609 Electronic Signatures.

The Notes, this Fourteenth Supplemental Indenture

and any notice or other communication sent to the Trustee hereunder requiring a signature must be signed manually or by way of a digital

signature provided by DocuSign (or such other digital signature provider as specified in writing by the Trustee from time to time). The

Company agrees to assume all risks arising out of the use of using digital signatures and electronic methods to submit communications

to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception

and misuse by third parties.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have caused

this Fourteenth Supplemental Indenture to be duly executed all as of the day and year first

above written.

W. P. CAREY INC., as Issuer

By:

/s/ ToniAnn Sanzone

Name: ToniAnn Sanzone

Title: Chief Financial Officer

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee

By:

/s/ Joshua A. Hahn

Name: Joshua A. Hahn

Title: Vice President

[Signature Page to Fourteenth Supplemental Indenture]

EXHIBIT A

FORM OF NOTE

THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE

HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR CEDE & CO., AS NOMINEE OF THE DEPOSITARY. THIS NOTE IS

EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED

IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, BY A NOMINEE OF THE DEPOSITARY

TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE

OF SUCH A SUCCESSOR DEPOSITARY.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE

DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND SUCH SECURITY ISSUED IS REGISTERED IN THE

NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY, ANY TRANSFER, PLEDGE OR OTHER

USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST

HEREIN.

W. P. CAREY INC.

5.200% Senior Notes due 2036

REGISTERED

PRINCIPAL AMOUNT: $350,000,000

No. R-1

CUSIP:

92936U AP4

ISIN: US92936UAP49

P. CAREY INC., a Maryland corporation (the “Company”, which term includes any successor Person under the Indenture

hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or its registered assigns, the principal amount

of THREE HUNDRED FIFTY MILLION DOLLARS ($350,000,000) on September 15, 2036 (the “Stated Maturity Date”) (unless

redeemed on any date fixed for redemption (the “Redemption Date”) prior to the Stated Maturity Date in accordance with

the terms of this Note and the Indenture) (the Stated Maturity Date and the Redemption Date are hereinafter referred to as the “Maturity

Date” with respect to the principal repayable on such date) and to pay interest on the outstanding principal amount of this

Note from, and including, July 2, 2026, or from the most recent interest payment date to which interest has been paid or duly provided

for, as applicable, semiannually in arrears on March 15 and September 15 of each year, commencing on March 15, 2027 (each, an “Interest

Payment Date”), and, if applicable, on the Maturity Date, at the rate of 5.200% per annum, until said principal amount is paid

or duly provided for. Interest on this Note shall be computed on the basis of a 360-day year consisting of twelve 30-day months.

Payment

of Interest. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall, as provided

in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business

on the March 1 or September 1, whether or not a Business Day, as defined in the Indenture, as the case may be, immediately preceding such

Interest Payment Date (the “Regular Record Date”). Any such interest not punctually paid or duly provided for on an

Interest Payment Date (“Defaulted Interest”) shall forthwith cease to be payable to the Holder on such Regular Record

Date, and such Defaulted Interest may be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at

the close of business on a special record date (the “Special Record Date”) for the payment of such Defaulted Interest

to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not less than 10 days prior to such Special Record Date,

or may be paid at any time in any other lawful manner, all as more fully provided in the Indenture.

A-1

Optional

Redemption. The provisions of Article Eleven of the Original Indenture shall apply to this Note, as supplemented or amended

by the following paragraphs.

The

Notes shall be redeemable, at the Company’s sole option, in whole at any time or in part from time to time, in each case prior to

June 15, 2036 (three months prior to the Stated Maturity Date) (the “Par Call Date”), for cash, at a Redemption

Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of (i) 100% of the

principal amount of the Notes to be redeemed or (ii) (a) the sum of the present values of the remaining scheduled payments of principal

and interest thereon discounted to the Redemption Date (assuming the notes matured on the Par Call Date) on a semi-annual basis (assuming

a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points less (b) interest accrued to, but not including,

the Redemption Date, plus, in each case, unpaid interest, if any, accrued to, but not including, such Redemption Date.

In addition, at any time on or after the Par Call

Date, the Notes shall be redeemable, at the Company’s sole option, in whole at any time or in part from time to time, for cash,

at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus unpaid interest, if any, on the principal

amount of the Notes to be redeemed accrued to, but not including, such Redemption Date. Notwithstanding the foregoing, interest shall

be payable to Holders of the Notes on the Regular Record Date applicable to an Interest Payment Date falling on or before such Redemption

Date.

The following definitions shall apply with respect

to the foregoing:

“Treasury Rate” means, with respect to any Redemption

Date, the yield determined by the Company in accordance with the following two paragraphs. The Treasury Rate shall be determined by the

Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board

of Governors of the Federal Reserve System), on the third Business Day preceding the date of the notice of redemption based upon the yield

or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board

of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) — H.15” (or any successor

designation or publication) (“H.15”) under the caption “U.S. government securities — Treasury constant

maturities — Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate,

the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the

Redemption Date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity

on H.15 exactly equal to the Remaining Life, the two yields — one yield corresponding to the Treasury constant maturity on H.15

immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life

— and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding

the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining

Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable

Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years,

as applicable, of such Treasury constant maturity from the Redemption Date.

If on the third Business Day preceding the date of the notice of redemption

H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent

yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding the date of the notice of redemption of the

United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United

States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date

equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the

Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there

are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting

the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United

States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury

securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual

yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed

as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three

decimal places.

A-2

order to exercise the Company’s right of optional redemption, the Company (or, at the Company’s request, the Trustee

on its behalf) must transmit a notice of redemption to each Holder of Notes to be redeemed at least 10 days but not more than 60 days

prior to the Redemption Date. Such notice of redemption shall specify the principal amount of Notes to be redeemed, the CUSIP and ISIN

numbers of the Notes to be redeemed, the Redemption Date, the Redemption Price, the place or places of payment and that payment shall

be made upon presentation and surrender of such Notes. Once notice of redemption is delivered to Holders, the Notes called for redemption

shall become due and payable on the Redemption Date at the Redemption Price. On or before 10:00 a.m., New York City time, on the Redemption

Date, the Company shall deposit with the Trustee or with one or more paying agents an amount of money sufficient to redeem on the Redemption

Date all the Notes so called for redemption at the Redemption Price.

In the case of a partial redemption, selection

of the Notes for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate

and fair, or in the case of notes in book entry form, in accordance with the procedures of the Depositary. No Notes of a principal amount

of $2,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to the Note

will state the portion of the principal amount of the Note to be redeemed. A new note in a principal amount equal to the unredeemed portion

of the Note will be issued in the name of the Holder of the Note upon surrender for cancellation of the original Note. For so long as

the Notes are held by DTC (or another depositary), the redemption of the Notes shall be done in accordance with the policies and procedures

of the Depositary.

Unless the Company defaults in payment of the

Redemption Price, on and after the Redemption Date, interest shall cease to accrue on the Notes or any portion of the Notes called for

redemption on the Redemption Date.

Place

of Payment. The Company or the Operating Partnership, if an Operating Partnership Guarantee has been issued, as applicable,

shall make payment of the principal of, and premium, if any, and interest on, this Note in immediately available funds at the Corporate

Trust Office of the Trustee or such other Office or Agency as may be designated by the Company for such purpose in The City of New York,

in Dollars.

Time

of Payment. If an Interest Payment Date or the Maturity Date falls on a day that is not a Business Day, the required payment

need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on such Interest

Payment Date or the Maturity Date, as the case may be, and no additional interest shall accrue on such payment as a result of payment

on such next succeeding Business Day.

General.

This Note is one of a duly authorized issue of Securities of the Company, issued and to be issued in one or more series under an indenture

(the “Base Indenture”), dated as of March 14, 2014, between the Company and U.S. Bank Trust Company, National Association,

as trustee (the “Trustee,” which term includes any successor trustee under the Indenture with respect to the series

of Securities of which this Note is a part), as supplemented by a Fourteenth Supplemental Indenture thereto, dated as of July 2, 2026

(the “Fourteenth Supplemental Indenture,” and together with the Base Indenture, the “Indenture”),

between the Company and the Trustee. Reference is hereby made to the Indenture for a statement of the respective rights, limitations of

rights, obligations, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms

upon which the Securities are, and are to be, authenticated and delivered. This Note is one of a duly authorized series of Securities

designated as “5.200% Senior Notes due 2036” (collectively, the “Notes”), limited, except as specified

below, in aggregate principal amount to THREE HUNDRED FIFTY MILLION DOLLARS ($350,000,000). To the extent the terms of this Note conflict

with the terms of the Indenture, the terms of this Note shall govern.

Further

Issuance. The Company may, from time to time, without notice to or the consent of any Holders, create and issue additional

Securities (“Additional Securities”) having the same terms as the Notes in all respects, except for the issue date,

public offering price and, under certain circumstances, the date from which interest begins to accrue and the date of the first payment

of interest thereon, provided that (i) such issuance complies with the covenants set forth in the Indenture and (ii) any Additional Securities

must be fungible with the previously outstanding Notes for U.S. federal income tax purposes. Additional Securities issued in this manner

shall be consolidated with, and shall form a single series of Securities under the Indenture with, the Notes. The Notes and any Additional

Securities shall rank equally and ratably in right of payment and shall be treated as a single series of debt securities for all purposes

under the Indenture.

A-3

Possible

Future Operating Partnership Guarantee. Upon and following consummation of the UPREIT

Reorganization, if the Operating Partnership incurs or assumes any recourse Funded Debt, or guarantees or otherwise becomes obligated

with respect to any other entity’s Funded Debt, then the Company shall cause the Operating Partnership, within 10 Business Days

of such incurrence, assumption, guarantee or other action, to (i) execute and deliver to the Trustee a supplemental indenture, in form

reasonably satisfactory to the Trustee, pursuant to which the Operating Partnership shall fully, unconditionally and irrevocably guarantee

all of the payment and other obligations under the Notes in a timely manner on a senior unsecured basis on terms consistent with the Notes

and (ii) deliver to the Trustee an Officer's Certificate and an opinion of counsel to the effect that each of such supplemental indenture

and such Operating Partnership Guarantee has been duly authorized, executed and delivered by, and constitutes a valid, legally binding

and enforceable obligation of, the Operating Partnership, except insofar as enforcement thereof may be limited by bankruptcy, insolvency

or similar laws or by general principles of equity. Any such Operating Partnership Guarantee shall provide that Holders of the Notes shall

be entitled to proceed directly against the Operating Partnership without exercising their remedies against any other obligor.

Events

of Default. If an Event of Default with respect to the Notes shall have occurred and be continuing, the principal of the Notes

may be declared, and in certain cases shall automatically become, due and payable in the manner and with the effect provided in the Indenture.

Sinking

Fund. The Notes are not subject to, or entitled to the benefits of, any sinking fund.

Satisfaction

and Discharge. The Indenture contains provisions where, upon the Company’s direction and satisfaction of certain conditions,

the Indenture shall cease to be of further effect with respect to the Notes, subject to the survival of specified provisions of the Indenture.

Legal

Defeasance and Covenant Defeasance. The Indenture contains provisions for legal defeasance of certain obligations of the Company

and the Operating Partnership if an Operating Partnership Guarantee has been issued, as applicable, under this Note and the Indenture

and covenant defeasance of certain obligations of the Company and the Operating Partnership if an Operating Partnership Guarantee has

been issued, as applicable, under the Indenture.

Modification

and Waivers; Obligations of the Company Absolute. The Indenture permits, with certain exceptions as therein provided, the amendment

thereof and the modification of the rights and obligations of the Company and the Operating Partnership if an Operating Partnership Guarantee

has been issued, as applicable, and the rights of the Holders of the Securities. Such amendment and modification may be effected under

the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of

the Outstanding Securities of each series affected thereby (voting as separate classes). The Indenture also contains provisions permitting

the Holders of a majority in aggregate principal amount of the Outstanding Securities of any series, on behalf of the Holders of all Outstanding

Securities of such series, to waive compliance by the Company or the Operating Partnership, as applicable, with certain provisions of

the Indenture. Furthermore, provisions in the Indenture permit the Holders of a majority in aggregate principal amount of the Outstanding

Securities of any series to waive, on behalf of the Holders of all Outstanding Securities of such series, certain past defaults under

the Indenture and their consequences. Any such consent or waiver in respect of the Notes shall be conclusive and binding upon the Holder

of this Note and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof

or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

No reference herein to the Indenture and no provision

of this Note or of the Indenture shall alter or impair the obligation of the Company or the Operating Partnership if an Operating Partnership

Guarantee has been issued, as applicable, which is absolute and unconditional, to pay the principal of, and premium, if any, and interest

on, this Note at the time, place, and rate, and in the coin or currency, herein prescribed.

Limitation

on Suits. As set forth in, and subject to, the provisions of the Indenture, no Holder of any Note shall have any right to institute

any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any remedy

thereunder, except in the case of failure of the Trustee, for 60 days, to act after it has received a written request to institute proceedings

in respect of an Event of Default from the Holders of at least 25% in aggregate principal amount of the Outstanding Notes, as well as

an offer of indemnity or security reasonably satisfactory to it, and no inconsistent direction has been given to the Trustee during such

60-day period by the Holders of a majority in aggregate principal amount of the Outstanding Notes. Notwithstanding any other provision

of the Indenture, each Holder of a Note shall have the right, which is absolute and unconditional, to receive payment of the principal

of, and premium, if any, and interest on, such Note on the respective due dates therefor and to institute suit for the enforcement therefor,

and this right shall not be impaired without the consent of such Holder.

A-4

Authorized

Denominations. The Notes are issuable only in registered form without coupons in minimum denominations of $2,000 or any integral

multiple of $1,000 in excess thereof.

Registration

of Transfer or Exchange. As provided in the Indenture and subject to certain limitations herein and therein set forth, the

transfer of this Note is registrable in the register of the Notes maintained by the Security Registrar upon surrender of this Note for

registration of transfer, at the Office or Agency in any Place of Payment, duly endorsed by, or accompanied by a written instrument of

transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his or her attorney duly

authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, shall

be issued to the designated transferee or transferees.

As provided in the Indenture and subject to certain

limitations herein and therein set forth, this Note is exchangeable for a like aggregate principal amount of Notes of different authorized

denominations, as requested by the Holders surrendering the same.

No service charge shall be made for any such registration

of transfer or exchange, but the Company or the Operating Partnership if an Operating Partnership Guarantee has been issued, may require

payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Note for registration

of transfer, the Company or the Operating Partnership if an Operating Partnership Guarantee has been issued, as applicable, the Trustee

and any agent of the Company, the Operating Partnership if an Operating Partnership Guarantee has been issued or the Trustee may treat

the Holder as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Company or the Operating Partnership

if an Operating Partnership Guarantee has been issued, as applicable, the Trustee or any such agent shall be affected by notice to the

contrary.

Defined

Terms. All terms used but not defined in this Note shall have the meanings assigned to them in the Indenture.

Governing

Law. The Indenture and this Note shall be governed by, and construed in accordance with, the laws of the State of New York

without regard to conflicts of law principles of such State other than New York General Obligations Law Section 5-1401. EACH OF THE COMPANY

AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY

LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.

Unless the certificate of authentication hereon

has been executed by the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or

obligatory for any purpose.

The Company has caused “CUSIP” numbers

to be printed on the Notes as a convenience to the Holders of the Notes. No representation is made as to the correctness or accuracy of

such CUSIP number or the ISIN number printed on the Notes, and reliance may be placed only on the other identification numbers printed

hereon.

[Remainder of Page Intentionally

Left Blank]

A-5

IN WITNESS WHEREOF, the Company has caused this

Note to be duly executed by duly authorized signatories.

Dated:

W. P. CAREY INC.

By:

Name:

Title:

W. P. CAREY INC.

By:

Name:

Title:

A-6

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated

herein referred to in the within-mentioned Indenture.

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

By:

Name:

Title:

Dated:

A-7

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s),

assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF

ASSIGNEE

(Please print or typewrite name and address,

including postal zip code, of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints

to transfer said Note on the books of the Trustee, with full power

of substitution in the premises.

Dated:

NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within Note in every particular, without alteration or enlargement or any change whatsoever.

Signature Guarantee

A-8

EX-5.1 — EXHIBIT 5.1

EX-5.1

Filename: tm2619605d1_ex5-1.htm · Sequence: 3

Exhibit 5.1

Hogan Lovells Cadwalader US LLP

Columbia Square

555 Thirteenth Street, NW

Washington, DC 20004

T: +1 202 637 5600

F: +1 202 637 5910

www.hlc.com

July 2, 2026

Board

of Directors

W. P.

Carey Inc.

One Manhattan West

395 9th Avenue, 58th Floor

New York, New York 10001

To the addressee referred to above:

We are acting as counsel to

W. P. Carey Inc., a Maryland corporation (the “Company”), in connection with its registration statement on Form S-3

(File No. 333-286885) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”)

under the Securities Act of 1933, as amended (the “Act”) relating to the sale of $350,000,000 aggregate principal amount

of 5.200% Senior Notes due 2036 (the “Notes”) pursuant to (i) an Underwriting Agreement, dated June 29, 2026 (the “Underwriting

Agreement”), by and among the Company and Wells Fargo Securities, LLC, U.S. Bancorp Investments, Inc., and RBC Capital Markets,

LLC as the representatives of the several Underwriters named on Schedule I thereto, (ii) a base prospectus contained in the Registration

Statement (the “Base Prospectus”) and (iii) the final prospectus supplement, dated as of June 29, 2026, filed with

the Commission pursuant to Rule 424(b) under the Act (the “Prospectus Supplement” and, together with the Base Prospectus,

the “Prospectus”). The Notes are to be issued pursuant to an indenture, dated as of March 14, 2014 (the “Base

Indenture”), as supplemented by a fourteenth supplemental indenture, dated as of July 2, 2026 (the “Supplemental Indenture”

and, together with the Base Indenture, the “Indenture”), in each case entered into by the Company and U.S. Bank Trust

Company, National Association, as trustee (the “Trustee”). This opinion letter is furnished to you at your request

to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection

with the Registration Statement.

For purposes of this opinion letter, we have examined

copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter

expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all

natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity

to authentic original documents of all documents submitted to us as copies (including pdfs). As to all matters of fact, we have relied

on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so

relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.

For purposes of this opinion letter, we have assumed

that (i) the Trustee, upon execution of the Supplemental Indenture, has all requisite power and authority under all applicable law and

governing documents to execute, deliver and perform its obligations under the Indenture and has complied with all legal requirements pertaining

to its status as such status relates to its rights to enforce the Indenture against the Company; (ii) the Trustee has authorized, executed

and delivered the Base Indenture and will duly authorize, execute and deliver the Supplemental Indenture; (iii) the Trustee is validly

existing and in good standing in all necessary jurisdictions; (iv) the Base Indenture and the Supplemental Indenture constitute valid

and binding obligations of the Trustee, enforceable against the Trustee in accordance with their terms; (v) there has been no mutual mistake

of fact or misunderstanding, or fraud, duress or undue influence, in connection with the negotiation, execution or delivery of the Indenture,

and the conduct of all parties to the Indenture has complied with any requirements of good faith, fair dealing and conscionability; and

(vi) there are and have been no agreements or understandings among the parties, written or oral, and there is and has been no usage of

trade or course of prior dealing among the parties (and no act or omission of any party), that would, in any such case, define, supplement

or qualify the terms of the Indenture. We have also assumed the validity and constitutionality of each relevant statute, rule, regulation

and agency action covered by this opinion letter.

Hogan

Lovells Cadwalader US LLP is a limited liability partnership registered in the state of Delaware. “Hogan Lovells Cadwalader”

is an international legal practice that includes Hogan Lovells Cadwalader International LLP and Hogan Lovells Cadwalader US LLP, with

offices in: Alicante Amsterdam Baltimore Beijing Berlin Birmingham Boston Brussels Charlotte Colorado Springs Denver Dubai Dublin Dusseldorf

Frankfurt Hamburg Hanoi Ho Chi Minh City Hong Kong Houston London Los Angeles Luxembourg Madrid Mexico City Miami Milan Minneapolis Monterrey

Munich New York Northern Virginia Paris Philadelphia Riyadh Rome San Francisco São Paulo Shanghai Silicon Valley Singapore Tokyo

Washington, D.C. Associated Offices: Jakarta Shanghai FTZ. Business Services Centers: Johannesburg Louisville. For more information see

www.hlc.com.

Board of Directors

W. P.

Carey Inc.

July 2, 2026

This opinion letter is based as to matters of

law solely on the applicable provisions of the following, as currently in effect: (i) the Maryland General Corporation Law, as amended;

and (ii) the laws of the State of New York (but not including any laws, statutes, ordinances, administrative decisions, rules or regulations

of any political subdivision below the state level). We express no opinion herein as to any other statutes, rules or regulations (and

in particular, we express no opinion as to any effect that such other statutes, rules or regulations may have on the opinion expressed

herein). We express no opinion herein as to any other laws, statutes, ordinances, rules or regulations (and in particular, we express

no opinion as to any effect that such other laws, statutes, ordinances, rules or regulations may have on the opinion expressed herein).

Based upon, subject to and limited

by the foregoing, we are of the opinion that following (i) receipt by the Company of the consideration therefor specified in the Underwriting

Agreement dated June 29, 2026, by and between the Company and Wells Fargo Securities, LLC, U.S. Bancorp Investments, Inc., and RBC Capital

Markets, LLC as the representatives of the several underwriters named therein, and (ii) the due execution, authentication, issuance and

delivery of the Notes pursuant to the terms of the Indenture and the Supplemental Indenture, and as contemplated by the Prospectus Supplement,

the Notes will constitute valid and binding obligations of the Company.

The opinion expressed above

with respect to the valid and binding nature of obligations may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium

or other laws affecting creditors’ rights and remedies (including, without limitation, the effect of statutory and other law regarding

fraudulent conveyances and fraudulent, preferential or voidable transfers) and by the exercise of judicial discretion and the application

of principles of equity, good faith, fair dealing, reasonableness, conscionability and materiality (regardless of whether the Notes are

considered in a proceeding in equity or at law).

This opinion letter has been

prepared for use in connection with the filing by the Company of a Current Report on Form 8-K on the date hereof (the “Form 8-K”),

which Form 8-K will be incorporated by reference into the Registration Statement, and speaks as of the date hereof. We assume no obligation

to advise you of any changes in the foregoing subsequent to the delivery of this letter.

We hereby consent to the filing

of this opinion letter as Exhibit 5.1 to the Form 8-K and to the reference to this firm under the caption “Legal Matters”

in the Prospectus Supplement, which constitutes part of the Registration Statement. In giving this consent, we do not thereby admit that

we are an “expert” within the meaning of the Act.

Very truly yours,

/s/ Hogan Lovells Cadwalader US LLP

HOGAN LOVELLS CADWALADER US LLP

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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