RemovedRisk Factors
We are currently assessing our obligations under these laws and regulations but we expect that compliance with these laws and regulations could result in substantial compliance costs, retrofit costs and construction costs, including monitoring and reporting costs and capital expenditures for environmental control facilities and other new equipment. We also expect that over time we will likely need to be prepared to contend with overlapping, yet distinct, climate-related disclosure requirements in multiple jurisdictions. Noncompliance with these laws or regulations may result in potential cost increases, litigation, fines, penalties, brand or reputational damage, loss of tenants, lower valuation and higher investor activism activities. We cannot predict how future laws and regulations, or future interpretations of current laws and regulations related to climate change will affect our business, financial condition and results of operations.
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RemovedRisk Factors
could also result in adverse tax consequences and affect our ability to capitalize on acquisition opportunities and/or meet operational needs. Moreover, market turmoil could lead to decreased consumer confidence and widespread reduction of business activity, which may materially and adversely impact us, including our ability to acquire and dispose of properties.
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RewordedRisk Factors
For example, 22% 9.6% and 9.4% of our ABR as of December 31, 2024 2025 is concentrated by tenant industry in retail stores packaged foods & meats and 67% of our ABR as of December 31, 2024 is concentrated in properties located in North America. food retail, respectively.
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RewordedRisk Factors
The direct and indirect impact on us and our tenants from severe weather, flooding, and other effects of climate change, and the economic and reputational impacts of the transition to non-carbon based energy, weather could adversely affect our financial condition, operating results, and cash flows.
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RewordedRisk Factors
Since net-lease REITs must be able to deploy capital with agility and consistency, if we cannot access the capital markets upon favorable terms or at all, we may be required to liquidate one or more investments, including when an investment has not yet realized its maximum return, which could also result in adverse tax consequences and affect our ability to capitalize on acquisition opportunities and/or meet operational needs.
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RewordedRisk Factors
Insolvency laws outside the United States may be more or less favorable to reorganization or the protection of a debtor’s rights as in the United States.
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RewordedRisk Factors
In particular, if the accumulation of cash in our TRSs causes the fair market value of our TRS interests and certain other non-qualifying assets to exceed 20% for taxable years through December 31, 2025 and 25% for subsequent taxable years of the fair market value of our assets, we would lose tax efficiency and could potentially fail to qualify as a REIT.
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RewordedRisk Factors
The breach of any of these covenants could result in a default under our indebtedness, which could result in the acceleration of the maturity of such indebtedness and potentially other indebtedness.
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RewordedRisk Factors
Effective for taxable years beginning before January 1, 2026, certain Certain non-corporate U.S. stockholders may deduct 20% of their dividends from REITs (excluding qualified dividend income and capital gains dividends).
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RewordedRisk Factors
Our consolidated indebtedness as of December 31, 2024, 2025, was approximately $8.0 $8.7 billion, representing a consolidated debt to gross assets ratio of approximately 41.6%. 43.4%.
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AddedMD&A
•On March 31, 2025, we refinanced our €500.0 million Unsecured Term Loan due 2029, extending the maturity date by three years to April 2029. In conjunction with this refinancing, we executed variable-to-fixed interest rate swaps that fix the floating rate component of the per annum interest rate at 2.00% through the end of 2027, for a total annual interest rate of approximately 2.80% as of December 31, 2025 (inclusive of the current spread) (Note 11).
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AddedMD&A
•On March 31, 2025, we executed variable-to-fixed interest rate swaps that fix the floating rate component of the per annum interest rate on our £270.0 million GBP Term Loan due 2028 at 3.92% through the end of 2027, for a total annual interest rate of approximately 4.72% as of December 31, 2025 (inclusive of the current spread) (Note 11).
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AddedMD&A
•We sold 6,258,496 shares of common stock during the year ended December 31, 2025 through our ATM Forwards at a weighted-average gross price of $67.53 per share, for anticipated gross proceeds of approximately $422.6 million as of December 31, 2025. As of the date of this Report, all of these shares of common stock sold through our ATM Forwards remain unsettled (Note 13).
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AddedMD&A
(a)Industry classification is based on the Global Industry Classification Standard (GICS) framework.
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AddedMD&A
•one net-leased property classified as held for sale at December 31, 2025, which was sold in January 2026 (Note 18); and
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AddedMD&A
(b)Properties comprising $2.3 million of this decrease were sold subsequent to their reclassification to operating leases during the reporting period.
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AddedMD&A
•three self-storage operating properties that were reclassified to net-leased properties during 2024;
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AddedMD&A
•four self-storage operating properties that were reclassified to net-leased properties during 2025;
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AddedMD&A
“Recently acquired operating properties” include one self-storage operating property acquired during 2024 (Note 5).
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AddedMD&A
Net realized and unrealized (losses) gains on foreign currency exchange rate movements (a) (97,723) 11,491 (109,214)
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AddedMD&A
Change in allowance for credit losses on finance receivables (Note 6) (27,186) (27,629) 443
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AddedMD&A
Non-cash unrealized (losses) gains on non-hedging derivatives (2,953) 1,913 (4,866)
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RemovedMD&A
•On September 1, 2024, we entered into net lease agreements with Extra Space Storage, Inc. (“Extra Space”) for certain self-storage properties previously classified as operating properties. As a result, on September 1, 2024, we converted 12 self-storage operating properties to net leases (Note 6, Note 9). In connection with these agreements, we also amended the terms of the existing net lease agreements with Extra Space on 27 properties, extending the term to 25 years and resetting ABR higher to a total of $26.2 million commencing on September 1, 2024. As a result of these transactions, Extra Space became our largest tenant by ABR, with 39 properties under net leases generating ABR totaling $35.6 million.
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RemovedMD&A
•In September 2024, we executed an amendment to our Senior Unsecured Credit Facility to incorporate a sustainability-linked feature that provides for interest rate and facility fee adjustments if certain key performance indicators, primarily related to emissions reduction targets, are met.
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RemovedMD&A
(a)During the third quarter of 2024, we entered into net lease agreements for certain self-storage properties previously classified as operating properties. As a result, during the third quarter of 2024, we reclassified 12 self-storage properties from operating properties to net leases (Note 6, Note 9). In addition, we acquired one self-storage operating property during 2024 (Note 6).
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RemovedMD&A
(b)Includes ABR from tenants in the following industries: aerospace and defense, insurance, telecommunications, sovereign and public finance, environmental industries, media: advertising, printing, and publishing, oil and gas, consumer transportation, forest products and paper, banking, and electricity. Also includes square footage for vacant properties.
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RemovedMD&A
Effective January 1, 2024, we no longer separately analyze our business between real estate operations and investment management operations, and instead view the business as one reportable segment. As a result of this change, we have conformed prior period segment information to reflect how we currently view our business (Note 1).
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RemovedMD&A
•a portfolio of 12 net-leased hotel properties that converted to operating properties in the first quarter of 2023 upon expiration of the master lease with the Marriott Corporation, after which we began recognizing operating property revenues and expenses from these properties (eight of these properties were sold during the third and fourth quarters of 2023 and one property was sold during the second quarter of 2024);
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RemovedMD&A
•two net-leased properties that were reclassified to net investments in sales-type leases in the third quarter of 2024, since we agreed to sell the properties to the tenant, resulting in a lease modification; following this transaction, we began recognizing earnings from these properties within Income from finance leases and loans receivable in the consolidated financial statements (these properties were sold in January 2025 (Note 19)); and
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RemovedMD&A
•59 net-leased properties derecognized in connection with the Spin-Off (Note 3).
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RemovedMD&A
(c)Represents interest income from a secured loan receivable of $15.0 million that we provided in connection with a property disposition in June 2024, which was repaid in full in September 2024 (Note 7).
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RemovedMD&A
“Operating properties recently reclassified from net-leased properties or recently acquired” include (i) three net-leased hotel properties that converted to operating properties in the first quarter of 2023 (after which we began recognizing operating property revenues and expenses from these properties), (ii) five self-storage operating properties acquired during 2023, and (iii) one self-storage operating property acquired during 2024 (Note 6).
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RemovedMD&A
“Operating properties sold, held for sale, derecognized, or reclassified to net-leased properties” are comprised of (i) nine hotel operating properties sold during 2023 and 2024, (ii) a parking garage attached to a net-leased property that was derecognized in connection with the Spin-Off (Note 3), and (iii) three self-storage operating properties that were reclassified to net-leased properties during 2024 (Note 6).
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RemovedMD&A
(a)As a result of the declining financial position of one of our top ten tenants, we recognized a $28.8 million non-cash allowance for credit loss during the year ended December 31, 2023, based on our expectation of collecting lower rents going forward.
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RewordedMD&A
For the year ended December 31, 2024 2025 as compared to 2023, 2024, interest expense decreased increased by $14.5 $13.9 million, primarily due to (i) lower higher outstanding balances and interest rates on our Senior Unsecured Notes and Unsecured Revolving Credit Facility, (ii) partially offset by lower interest rates on our Unsecured Term Loans and the reduction of our mortgage debt outstanding by prepaying or repaying at or close to maturity a total of $583.0 $480.2 million of non-recourse mortgage loans with a weighted-average interest rate of 4.7% 4.5% since January 1, 2023, and (iii) the derecognition of non-recourse mortgage loans with an aggregate carrying value totaling $164.7 million in connection with the Spin-Off on November 1, 2023, partially offset by (i) our Unsecured Term Loan due 2026 that we entered into in April 2023 2024 (Note 12) and (ii) higher outstanding balances and interest rates on our Senior Unsecured Notes. 11).
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RewordedMD&A
For the year ended December 31, 2024 2025 as compared to 2023, 2024, stock-based compensation expense increased decreased by $6.4 $1.0 million, primarily due to (i) changes in projected performance share units (“PSUs”) payouts of $4.4 million, (ii) the modification of restricted share units (“RSUs”) and PSUs performance share units (“PSUs”) in connection with an executive departure totaling $1.1 million, and (iii) the higher value of RSUs granted in 2024 compared to those RSUs that vested in 2024 totaling $1.0 $1.1 million and a reduction in expense of $0.3 million resulting from the separation of certain employees, partially offset by increases in expense from changes in projected PSU payouts of $0.4 million.
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RewordedMD&A
Existing operating properties 111,170 111,545 (375) Operating properties recently reclassified from net-leased properties or recently acquired 29,696 24,690 5,006 Operating properties sold, held for sale, derecognized, or reclassified to net-leased properties 5,947 44,022 (38,075) 60,117 91,926 (31,809) Existing operating properties 51,751 54,635 (2,884) Recently acquired operating properties 663 252 411 Total operating property revenues 112,531 146,813 180,257 (33,444) (34,282) Other lease-related income 24,561 20,334 23,333 (2,999) 4,227 Investment Management Revenues Asset management revenue 4,957 6,597 2,184 4,413 (1,640) Other advisory income and reimbursements 4,284 4,224 1,035 3,189 60 $ 1,716,485 $ 1,583,018 $ 1,741,358 $ (158,340) 133,467
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RewordedMD&A
For the year ended December 31, 2024 2025 as compared to 2023, 2024, depreciation and amortization expense decreased increased primarily due to the impact of the Spin-Off (Note 3), the Office Sale Program, and other dispositions, net investment activity, partially offset by the impact of property acquisition activity and certain tenant vacancies (amortization accelerated amortization of intangible assets for such properties was accelerated upon vacancy). in connection with certain lease restructurings during the year ended December 31, 2024.
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RewordedMD&A
Years Ended December 31, 2025 2024 2023 Change Earnings from Equity Method Investments Earnings from Las Vegas Retail Complex $ 13,349 $ 13,168 $ 12,763 $ 405 181 Earnings from Kesko Senukai (a) 3,855 686 3,169 Earnings from Harmon Retail Center 805 855 (50) Earnings from Johnson Self Storage (a) (b) — 3,217 4,572 (1,355) Earnings from Harmon Retail Center 855 855 — Earnings from Kesko Senukai (b) 686 1,385 (699) (3,217) $ 18,009 $ 17,926 $ 19,575 $ (1,649) 83
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RewordedMD&A
Other (gains) and losses (f) (e) 232,107 137,988 36,184 Straight-line and other leasing and financing adjustments (75,589) (80,899) (71,869) Stock-based compensation 39,894 40,894 34,504 Amortization of deferred financing costs 19,172 18,845 Above- and below-market rent intangible lease amortization, net 11,488 26,144 34,164 Amortization of deferred financing costs 18,845 20,544 Merger and other expenses (g) 4,457 4,954 Tax benefit — deferred and other (10,885) (4,245) (199) Other amortization and non-cash items 2,315 2,303 1,735 Merger and other expenses (f) 2,247 4,457 Proportionate share of adjustments to earnings from equity method investments (d) (b) 2,374 (3,531) (2,535) Proportionate share of adjustments for noncontrolling interests (e) (c) (343) (354) (441) Total adjustments 222,780 141,602 57,041 AFFO attributable to W.
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RewordedMD&A
Carey decreased increased in 2024 2025 as compared to 2023, 2024, primarily due to lower a higher gain on sale of real estate, non-cash lower unrealized losses recognized on our investment in shares of Lineage (a cold storage REIT) during 2024 (Note 10), 9), and the accretive impact of the Spin-Off and the Office Sale Program, net investment activity, partially offset by lower impairment charges and higher losses from remeasurement of foreign debt, a gain on change in control of interests recognized in connection with the purchase of the remaining interest in a jointly owned investment during 2024 (Note 8), and higher impairment charges (Note 9).
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RewordedMD&A
Years Ended December 31, 2025 2024 2023 Change Non-Operating Income Dividends from our investment in Lineage (Note 9) $ 11,294 $ 7,899 $ 3,395 Interest income on our cash deposits (a) $ 6,345 31,816 $ 6,957 $ 24,859 (25,471) Realized (losses) gains on foreign currency collars (Note 11) 10) (688) 12,521 14,485 (1,964) Dividends from our investment in Lineage (Note 10) 7,899 — 7,899 (13,209) $ 16,951 $ 52,236 $ 21,442 $ 30,794 (35,285)
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RewordedMD&A
Operating Activities — Net cash provided by operating activities increased decreased by $759.7 $550.8 million during 2024 2025 as compared to 2023, 2024, primarily due to $806.8 million of significantly lower proceeds received from the sales of net investments in sales-type leases during 2024 (Note 7), 6), partially offset by the impact of the Spin-Off an increase in cash flow generated from net investment activity, scheduled rent increases at existing properties, and Office Sale Program (Note 1). leasing activity.
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RewordedMD&A
As of December 31, Net-leased Properties 2025 2024 2023 ABR (in thousands) $ 1,553,312 $ 1,337,172 $ 1,339,352 Number of net-leased properties 1,682 1,555 1,424 Number of tenants 371 355 336 Total square footage (in thousands) 183,498 176,420 172,668 Occupancy 98.0 % 98.6 % 98.1 % Weighted-average lease term (in years) 12.0 12.3 11.7 Operating Properties Number of operating properties: 16 84 96 Number of self-storage operating properties (a) 11 78 89 Number of hotel operating properties (b) 4 5 4 Number of student housing operating properties 2 1 2 Occupancy (self-storage operating properties) 87.6 % 89.6 % 90.3 % Number of countries 26 (a) 25 26 Total assets (in thousands) $ 17,990,232 $ 17,535,024 $ 17,976,783 Net investments in real estate (in thousands) 15,469,174 14,580,475 14,913,899
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RewordedMD&A
Existing net-leased properties $ 1,164,619 1,301,431 $ 1,129,414 1,240,374 $ 35,205 61,057 Recently acquired net-leased properties 152,243 65,201 87,042 159,994 39,998 119,996 Net-leased properties sold, sold or held for sale, derecognized, or reclassified to operating properties or sales-type leases 14,926 232,761 (217,835) sale 17,779 51,416 (33,637) Total lease revenues (including reimbursable tenant costs) 1,479,204 1,331,788 1,427,376 (95,588) 147,416 Income from finance leases and loans receivable 90,948 73,262 107,173 (33,911) 17,686 Operating property revenues from:
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RewordedMD&A
(a)Amount (a)Amounts for the year years ended December 31, 2025 and 2024 includes include $200.2 million and $806.8 million million, respectively, of proceeds from the sales of net investments in sales-type leases (U-Haul (primarily the Grupo Memora portfolio sold during 2025 and the U-Haul and State of Andalusia portfolios) portfolios sold during 2024) (Note 7). 6).
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