Getty Realty Corp. Announces Common Stock Offering
Rhea-AI Summary
Getty Realty Corp (NYSE: GTY) launched an underwritten public offering of 4,000,000 common shares, with a 30-day underwriter option for an additional 600,000 shares. The Company expects to enter forward sale agreements and to physically settle and receive proceeds within approximately one year of the prospectus supplement.
Proceeds are intended for property acquisitions, repayment of revolving credit indebtedness, working capital and general corporate purposes.
Positive
- 4,000,000 shares offered in public underwritten offering
- Underwriters have a 30-day option to purchase up to 600,000 additional shares
- Proceeds earmarked for property acquisitions and revolving credit repayment
Negative
- Company will not initially receive proceeds from forward purchasers
- Physical settlement expected within ~1 year, delaying cash proceeds
Market Reaction
Following this news, GTY has declined 6.38%, reflecting a notable negative market reaction. Our momentum scanner has triggered 42 alerts so far, indicating elevated trading interest and price volatility. The stock is currently trading at $31.67. This price movement has removed approximately $129M from the company's valuation. Trading volume is exceptionally heavy at 7.0x the average, suggesting significant selling pressure.
Data tracked by StockTitan Argus (15 min delayed). Upgrade to Silver for real-time data.
Key Figures
Market Reality Check
Peers on Argus
GTY was up 0.67% while peers showed mixed moves (e.g., NTST +1.0%, CBL -4.03%), suggesting this offering news was stock-specific rather than a coordinated REIT retail sector move.
Previous Offering Reports
| Date | Event | Sentiment | Move | Catalyst |
|---|---|---|---|---|
| Jul 30 | Equity offering | Negative | -4.5% | Priced 3.5M share offering with forward sale agreements for growth capital. |
Prior common stock offering news on Jul 30, 2024 coincided with a -4.47% move, indicating past equity raises have drawn a negative price reaction.
In the past year, Getty Realty has used equity offerings to fund acquisitions and repay debt. A prior common stock offering on Jul 30, 2024 for 3,500,000 shares at $30.10 per share, with an underwriter option for 525,000 additional shares, led to a -4.47% reaction. That deal, like today’s, was tied to forward sale agreements and similar uses of proceeds, framing a consistent capital-raising strategy.
Historical Comparison
Past GTY offerings, such as the Jul 30, 2024 deal, saw an average move of -4.47%, framing today’s common stock offering within a historically negative reaction pattern.
Company has repeatedly tapped forward equity offerings to fund property acquisitions, repay debt and support general corporate purposes.
Market Pulse Summary
The stock is down -6.4% following this news. A negative reaction despite management’s stated growth uses for proceeds fits the prior offering pattern, where the Jul 30, 2024 equity raise saw a -4.47% move. Investors often focus on dilution from up to 4.6 million shares tied to the forwards. Past filings highlight an active acquisition pipeline, so sentiment may depend on how efficiently new equity is deployed.
Key Terms
underwritten public offering financial
forward sale agreements financial
prospectus supplement regulatory
net lease REIT financial
forward-looking statements regulatory
AI-generated analysis. Not financial advice.
NEW YORK, Feb. 17, 2026 (GLOBE NEWSWIRE) -- Getty Realty Corp. (NYSE: GTY) (the “Company”), a net lease REIT focused on convenience and automotive retail real estate, today announced the launch of an underwritten public offering of an aggregate of 4,000,000 shares of its common stock in connection with the forward sale agreements described below. The forward purchasers (or their affiliates) and the Company intend to grant the underwriters of the offering a 30-day option to purchase up to an additional 600,000 shares of common stock.
J.P. Morgan and Wells Fargo Securities are acting as the book-running managers for the offering.
In connection with the offering of shares of its common stock, the Company expects to enter into forward sale agreements with each of J.P. Morgan Securities LLC and Wells Fargo Securities, LLC (or their respective affiliates), each referred to in this capacity as the forward purchaser. In connection with such forward sale agreements, the forward purchasers (or their affiliates) are expected to borrow from third parties and sell to the underwriters an aggregate of 4,000,000 shares of the Company’s common stock (or 4,600,000 shares if the underwriters’ option is exercised in full and the Company elects to execute additional forward sale agreements). Pursuant to the terms of each forward sale agreement, and subject to its right to elect cash or net share settlement, the Company is obligated to issue and deliver, upon physical settlement of such forward sale agreement on one or more dates specified by the Company, the number of shares of the Company’s common stock underlying such forward sale agreement in exchange for a cash payment per share equal to the forward sale price under such forward sale agreement. The Company expects to physically settle the forward sale agreements and receive proceeds, subject to certain adjustments, from the sale of its shares of common stock upon one or more such physical settlements within approximately one year from the date of the prospectus supplement relating to the offering.
The Company will not initially receive any proceeds from the sale of shares of its common stock by the forward purchasers. The Company intends to use the net proceeds from the offering and the net proceeds, if any, received upon the settlement of the forward sale agreements to fund property acquisitions, to repay indebtedness outstanding under its revolving credit facility, for working capital and other general corporate purposes, or a combination of the foregoing.
An automatic shelf registration statement on Form S-3 relating to the public offering of the shares of common stock described above was filed with the Securities and Exchange Commission (the “SEC”) and became effective on January 5, 2024. A preliminary prospectus supplement relating to the offering has been filed with the SEC. When available, copies of the prospectus supplement for the offering may be obtained on the website of the SEC, www.sec.gov, or by contacting J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com; or Wells Fargo Securities, 90 South 7th Street, 5th Floor, Minneapolis, MN 55402, at 800-645-3751 (option #5) or email a request to WFScustomerservice@wellsfargo.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any shares of common stock, nor shall there be any sale of such common stock in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
The offering of these securities may be made only by means of a prospectus and related prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Forward-Looking Statements
CERTAIN STATEMENTS CONTAINED HEREIN MAY CONSTITUTE “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. WHEN THE WORDS “BELIEVES,” “EXPECTS,” “PLANS,” “PROJECTS,” “ESTIMATES,” “ANTICIPATES,” “PREDICTS,” “OUTLOOK” AND SIMILAR EXPRESSIONS ARE USED, THEY IDENTIFY FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON MANAGEMENT’S CURRENT BELIEFS AND ASSUMPTIONS AND INFORMATION CURRENTLY AVAILABLE TO MANAGEMENT AND INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. EXAMPLES OF FORWARD-LOOKING STATEMENTS INCLUDE BUT ARE NOT LIMITED TO STATEMENTS REGARDING THE PERFORMANCE OF THE TRANSACTION AND THE ACCRETIVE NATURE OF THE TRANSACTION.
INFORMATION CONCERNING FACTORS THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THESE FORWARD-LOOKING STATEMENTS CAN BE FOUND ELSEWHERE IN THIS PRESS RELEASE, INCLUDING, WITHOUT LIMITATION, THOSE STATEMENTS IN THE COMPANY’S PERIODIC REPORTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THE COMPANY UNDERTAKES NO OBLIGATION TO PUBLICLY RELEASE REVISIONS TO THESE FORWARD-LOOKING STATEMENTS TO REFLECT FUTURE EVENTS OR CIRCUMSTANCES OR REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.
About Getty Realty Corp.
Getty Realty Corp. is a publicly traded, net lease REIT specializing in the acquisition, financing and development of convenience, automotive and other single tenant retail real estate. As of December 31, 2025, the Company’s portfolio included 1,174 freestanding properties located in 44 states across the United States and Washington, D.C.
| Contact: | Investor Relations | ||
| (646) 349-0598 | |||
| ir@gettyrealty.com |
FAQ
What is the size and structure of Getty Realty (GTY) stock offering announced February 17, 2026?
When will Getty Realty (GTY) receive proceeds from the February 2026 offering?
How does the forward sale agreement in the GTY offering affect share delivery and cash payment?
What will Getty Realty (GTY) use the net proceeds from the 2026 offering for?
Who are the underwriters for Getty Realty (GTY) common stock offering announced Feb 17, 2026?
