Getty Realty Corp. Announces Pricing of Public Offering of 4,000,000 Shares of Common Stock
Rhea-AI Summary
Getty Realty Corp. (NYSE: GTY) priced an underwritten public offering of 4,000,000 shares of common stock on a forward basis for gross proceeds of approximately $131 million, with a 30-day underwriter option for an additional 600,000 shares. The offering is expected to close on February 19, 2026.
The company expects to enter forward sale agreements with J.P. Morgan Securities and Wells Fargo Securities, intends physical settlement within ~one year, and plans to use net proceeds for property acquisitions, revolver repayment, working capital, or combinations thereof.
Positive
- Public offering sized at 4,000,000 shares for immediate capital planning
- Gross proceeds of approximately $131 million to support growth
- Underwriter option provides up to 600,000 additional shares of flexibility
- Planned use of proceeds includes property acquisitions and revolver repayment
Negative
- Company will not initially receive proceeds from forward purchasers
- Physical settlement may occur within approximately one year, delaying funds
- Potential issuance up to 4,600,000 shares if option exercised and additional forwards executed
News Market Reaction – GTY
In the Feb 18 session, GTY declined 7.15%, reflecting a notable negative market reaction. Argus tracked a trough of -5.1% from its starting point during tracking. Our momentum scanner triggered 42 alerts that day, indicating elevated trading interest and price volatility. Trading volume was very high at 4.8x the daily average, suggesting heavy selling pressure.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Previous Offering Reports
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Jul 30 | Equity offering | Negative | -4.5% | Priced 3,500,000-share forward equity offering for growth and debt repayment. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Prior common stock offerings for GTY have coincided with negative single-day price reactions.
This announcement adds another forward-based common stock offering following GTY’s ongoing capital markets activity. Recent updates highlighted $268.8M of 2025 investments at a 7.9% initial cash yield, strong liquidity above $500M, and 2026 AFFO guidance of $2.48–$2.50 per share. A July 2024 equity raise also used forward sale agreements to fund acquisitions and debt repayment. Today’s deal continues that strategy of using equity to support property growth and balance sheet management.
Key Terms
underwritten public offering financial
forward sale agreements financial
prospectus supplement regulatory
forward-looking statements regulatory
net lease REIT financial
AI-generated analysis. How Rhea-AI works. 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 pricing of an underwritten public offering of an aggregate of 4,000,000 shares of its common stock sold on a forward basis in connection with the forward sale agreements described below, for gross proceeds of approximately
J.P. Morgan and Wells Fargo Securities acted as book-running managers for the offering.
In connection with the offering of shares of its common stock, the Company expects to enter into separate forward sale agreements with each of J.P. Morgan Securities LLC and Wells Fargo Securities (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 (or their affiliates). 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 and related base prospectus 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 EXPECTED SETTLEMENT OF THE FORWARD SALE AGREEMENTS AND THE USE OF PROCEEDS FROM THE OFFERING AND ANY PROCEEDS RECEIVED FROM THE SETTLEMENT OF THE FORWARD SALE AGREEMENTS.
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 |
