Item 1.01. Entry into a Material Definitive Agreement.





Eighth Supplemental Indenture

On October 15, 2021, W. P. Carey Inc. (the "Company") completed a public offering (the "Offering") of $350 million aggregate principal amount of the Company's 2.450% Senior Notes due 2032 (the "Senior Notes"). The Company intends to fully allocate an amount equal to the net proceeds from the Offering to the financing and refinancing, in whole or in part, of one or more recently completed or future eligible green projects in the categories outlined in the Company's Green Financing Framework, which is designed to align with the International Capital Markets Association Green Bond Principles 2021. Pending such allocation, the Company may use the net proceeds from the sale of the Senior Notes for the redemption or repayment of certain indebtedness or hold net proceeds in cash, cash equivalents and/or marketable securities, all in accordance with the Company's cash management policy. Net proceeds allocated to previously incurred costs associated with eligible green projects will be available for the repayment of debt or other current uses.

The terms of the Senior Notes are governed by an indenture, dated as of March 14, 2014, between the Company and U.S. Bank National Association, as trustee (the "Base Indenture"), as supplemented and amended by a supplemental indenture thereto, dated as of October 15, 2021 (the "Eighth Supplemental Indenture"), establishing the terms of the Senior Notes.

The Senior Notes were issued pursuant to: (i) the Company's automatic shelf registration statement on Form S-3ASR (Registration No. 333-233159), including the related prospectus dated August 9, 2019; and (ii) a final prospectus supplement relating to the Senior Notes, dated as of October 5, 2021.

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

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.                                 Description
  4.1           Indenture, dated March 14, 2014, by and between W. P. Carey Inc., as
              issuer, and U.S. Bank National Association, as trustee (incorporated by
              reference to Exhibit 4.1 of W. P. Carey Inc.'s Current Report on Form
              8-K filed March 14, 2014).
  4.2           Eighth Supplemental Indenture, dated October 15, 2021, by and between
              W. P. Carey Inc., as issuer, and U.S. Bank National Association, as
              trustee.
  4.3           Form of 2.450% Senior Notes due 2032 (contained in Exhibit 4.2).
  5.1           Opinion of DLA Piper LLP (US) regarding the validity of the Senior
              Notes.
  8.1           Opinion of DLA Piper LLP (US) as to certain tax matters.
23.1          Consents of DLA Piper LLP (US) (contained in   Exhibits 5.1   and
                8.1  ).
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).

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