Getty Realty buys 41 convenience stores for $261M

Pro forma for the transaction and later investment activity, Refuel will account for approximately 7.7% of Getty’s annualized base rent.

Rhea-AI Filing Summary

Getty Realty Corp. (GTY) completed a $260.9 million acquisition of 41 convenience stores from Refuel Operating Company and an affiliate, leasing them back to Refuel under four unitary triple net leases. Each lease has a 20-year initial term, renewal options and rent increases every five years. After the transaction and other investment activity closed after June 30, 2026, Refuel will represent approximately 7.7% of Getty’s annualized base rent and rank as its third-largest tenant.

Getty said it funded the purchase with proceeds from forward equity sale agreements, unsecured debt financing and property dispositions. It anticipates using approximately $100.0 million from forward sale agreements and approximately $100.0 million from a new $200.0 million unsecured term loan, which is expected to close in October 2026. Getty has identified dispositions expected to generate at least $50.0 million in gross proceeds. Year to date, it invested approximately $455.2 million at a 7.1% initial cash yield and had a committed pipeline of more than $125.0 million at average initial cash yields of 7.8%.

Positive

• Completed acquisition: 41 convenience stores for $260.9 million under leases with 20-year initial terms.

Negative

• None.

Filing Explained

The completed purchase is distinct from its forward equity funding: agreements covering 6.6 million common shares are expected to raise $216.9 million gross upon settlement, with about $100 million of proceeds anticipated for the purchase.

8-K Event Classification

3 items: 1.01, 7.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Purchase price: Approximately $260.9 million Properties acquired: 41 convenience store properties Initial lease term: 20 years +5 more

8 metrics

Purchase price Approximately $260.9 million Acquisition of the Refuel convenience store properties

Properties acquired 41 convenience store properties Refuel transaction

Initial lease term 20 years Four unitary triple net leases

Rent increase frequency Every five years Leases for the acquired properties

Annualized base rent Approximately 7.7% Refuel’s pro forma share after the transaction and other investment activity closed subsequent to June 30, 2026

Year-to-date investment Approximately $455.2 million Convenience and automotive retail assets

Initial cash yield 7.1% Year-to-date investment activity

Committed investment pipeline More than $125.0 million Development and/or acquisition of convenience and automotive retail properties

Key Terms

sale leaseback transaction, unitary triple net lease agreements, annualized base rent, forward sale agreements, +1 more

5 terms

sale leaseback transaction financial

"closed a $260.9 million sale leaseback transaction with Refuel"

A sale-leaseback transaction is when a company sells an asset it owns—most often real estate or equipment—to a buyer and immediately signs a lease to keep using that asset. For investors, it matters because the company gains immediate cash but takes on ongoing rent payments, which can change reported assets, liabilities, cash flow and profit patterns; think of it as selling your house to raise money and continuing to live there as a tenant.

unitary triple net lease agreements financial

"entered into four unitary triple net lease agreements"

annualized base rent financial

"representing approximately 7.7% of the Company’s annualized base rent"

Annualized base rent is the total fixed rent a tenant is contractually required to pay over a year, based on the agreed monthly or periodic rate and excluding variable charges like utilities or percentage rent. For investors it acts like a predictable paycheck from a property lease, helping assess steady income, cash flow stability, and the value of real estate holdings much like knowing a subscription’s guaranteed yearly revenue.

forward sale agreements financial

"entered into new forward sale agreements to sell approximately 0.8 million shares"

A forward sale agreement is a deal where two parties agree today to sell and buy an asset at a set price on a future date. It’s like promising to sell your car to a friend next month at today's price, regardless of how the car's value changes. These agreements help businesses lock in prices and reduce uncertainty about future costs or income.

initial cash yield financial

"at a 7.1% initial cash yield"

Initial cash yield is the expected cash income an investor receives in the first year from an investment—such as dividends, bond coupons or rental income—expressed as a percentage of the purchase price. It matters because it shows the immediate income-producing power of an investment and lets investors compare short-term income across options—like checking the first-year interest rate on different savings accounts—though it does not reflect future changes in income, capital gains or transaction costs.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did GTY pay for Refuel’s convenience-store portfolio?

Getty Realty paid approximately $260.9 million to acquire 41 convenience store properties from Refuel Operating Company and an affiliate. The acquisition closed on September 22, 2026.

When is GTY’s new term loan expected to close, and what are its terms?

Getty’s $200.0 million unsecured term loan is expected to close in October 2026 and mature in October 2028. It has three one-year extension options exercisable at Getty’s option, subject to certain standard conditions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/28/2026 - 09:00 AM Accepted by SEC EDGAR 09/28/2026 - 09:00 AM Learn about SEC filing dates

false0001052752GETTY REALTY CORP /MD/00010527522026-09-222026-09-22

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): September 22, 2026

GETTY REALTY CORP.

(Exact name of Registrant as Specified in Its Charter)

Maryland	001-13777	11-3412575
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

292 Madison Avenue, 9th Floor, New York, New York	10017-6318
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (646) 349-6000

Not Applicable

(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 (see General Instructions A.2. below):

☐	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		GTY		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 September 22, 2026, Getty Realty Corp., a Maryland corporation (the “Company”), through its wholly owned subsidiary, Getty Leasing, Inc., a Delaware corporation (the “Buyer”), entered into a purchase and sale agreement (the “PSA”) with Refuel Operating Company, LLC, a Delaware limited liability company (“Refuel”), and Blue Horseshoe 2, LLC, a South Carolina limited liability company and an affiliate of Refuel (collectively, the “Seller”), to acquire a portfolio of 41 convenience store properties located in Mississippi, North Carolina, South Carolina, and Texas (the “Properties”). The acquisition was consummated simultaneously with the execution of the PSA. In connection with the closing, the Buyer and Refuel entered into four unitary triple net lease agreements, each with an initial term of 20 years, multiple renewal options and rent escalations every five years, pursuant to which the Properties were leased to Refuel. Refuel’s obligations under the leases are guaranteed by FR Refuel, LLC, its parent company. The purchase price under the PSA was approximately $260.9 million. The Company funded the acquisition with a combination of proceeds from forward equity sale agreements, unsecured debt financing, and proceeds from property dispositions. The PSA contains customary representations, warranties, covenants and termination provisions for a transaction of this nature.

Neither Seller is affiliated with the Company and neither Seller has any material relationship with the Company or its subsidiaries, other than in respect of the PSA and as a tenant at six of the Company’s properties.

The foregoing description of the PSA does not purport to be complete and is qualified in its entirety by reference to the PSA, which the Company intends to file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ended September 30, 2026.

Item 7.01. Regulation FD Disclosure.

On September 22, 2026, the Company issued a press release announcing the closing of the transaction described under Item 1.01. The Company’s press release is attached as Exhibit 99.1 hereto and is incorporated by reference in this Item 7.01.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number		Description
99.1		Press release issued by Getty Realty Corp. on September 22, 2026.
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as expressly set forth in such filing.

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.

		GETTY REALTY CORP.
Date: September 25, 2026		By:	/s/ Brian R. Dickman
			Brian R. Dickman
			Executive Vice President
			Chief Financial Officer and Treasurer

FOR IMMEDIATE RELEASE

GETTY REALTY CORP. ANNOUNCES $260.9 MILLION SALE LEASEBACK

TRANSACTION WITH REFUEL OPERATING COMPANY

- Provides Investment and Capital Markets Update -

NEW YORK, NY, September 22, 2026 — Getty Realty Corp. (NYSE: GTY) (“Getty” or the “Company”), a net lease REIT focused on convenience and automotive retail real estate, announced today that it has closed a $260.9 million sale leaseback transaction with Refuel Operating Company, LLC (“Refuel”), a leading convenience store and retail fuel owner and operator with approximately 250 locations in five states across the Southeastern United States. Pursuant to the transaction, the Company acquired 41 convenience stores and simultaneously entered into four long-term, unitary net leases with Refuel (the “Refuel Transaction”).

The acquired properties are diversified across several growing markets and include 17 stores in South Carolina, 12 stores in North Carolina, seven stores in Texas, and five stores in Mississippi. The properties in each state are subject to unitary leases with initial terms of 20 years, multiple renewal options, and rent increases every five years. The 41 convenience stores are modern, large-format locations that include proprietary hot food offerings and/or branded QSRs, and average nearly 5,000 square feet and 2.5 acres per site.

Refuel is an existing tenant at six convenience stores owned by the Company, five of which were new-to-industry construction financed through Getty’s development funding program. Pro forma for the Refuel Transaction and other investment activity closed subsequent to June 30, 2026, Refuel will be the Company’s third largest tenant, representing approximately 7.7% of the Company’s annualized base rent.

Getty expects to fund the Refuel Transaction on a leverage-neutral basis through a combination of proceeds from unsettled forward equity sale agreements, a new unsecured term loan, and identified property dispositions. See Investment and Capital Markets Update below for additional information.

“We are excited to partner with Refuel on its first portfolio sale leaseback transaction and to further advance the relationship we have cultivated over the last several years,” stated Christopher J. Constant, Getty’s President & Chief Executive Officer. “Refuel is one of the leading operators in the convenience store sector, and its premium brand, growing platform, and high-quality real estate align well with Getty’s underwriting criteria for convenience store acquisitions.”

“Getty has been a trusted partner to Refuel for several years, and we are thrilled to expand our relationship through this strategic transaction,” said Travis Smith and Jon Rier, Co-CEOs of Refuel. “This transaction creates a more balanced mix of owned and leased real estate, improves the efficiency of our capital structure, and provides additional flexibility to continue investing in our stores, our people, and the long-term growth of Refuel.”

About Refuel

Founded in 2008, Refuel is a leading retail and convenience platform operating approximately 250 locations under the Refuel and Double Quick brands across South Carolina, North Carolina, Texas, Mississippi, and Arkansas. Refuel is a portfolio company of First Reserve, a leading private equity firm investing across Infrastructure Solutions, Value-Added Infrastructure, and Resources strategies with

exposure in energy, utility, and industrial markets. First Reserve acquired Refuel in 2019 and has supported its growth from five stores in Charleston, South Carolina, to its current regional footprint.

Investment and Capital Markets Update

Investment Activity and Pipeline

Year to date, the Company has invested approximately $455.2 million in convenience and automotive retail assets at a 7.1% initial cash yield, including the Refuel Transaction and approximately $35.7 million of additional investment activity subsequent to June 30, 2026.

The Company currently has a committed investment pipeline of more than $125.0 million for the development and/or acquisition of additional convenience and automotive retail properties at initial cash yields averaging 7.8%.

Equity Capital Markets

Subsequent to June 30, 2026, the Company entered into new forward sale agreements to sell approximately 0.8 million shares of common stock for anticipated gross proceeds of approximately $26.4 million.

The Company currently has a total of approximately 6.6 million shares of common stock subject to outstanding forward sale agreements, which are anticipated to raise gross proceeds of approximately $216.9 million upon settlement. The Company anticipates using approximately $100.0 million of the proceeds to fund a portion of the Refuel Transaction.

Debt Capital Markets

The Company has received commitments from a group of existing lenders for a new $200.0 million unsecured term loan and anticipates using approximately $100.0 million of the proceeds to fund a portion of the Refuel Transaction.

The new term loan is expected to close in October 2026 and mature in October 2028, with three one-year extension options exercisable at the Company's option, subject to certain standard conditions.

Dispositions

The Company has identified select properties for disposition that are expected to generate at least $50.0 million of gross proceeds, which can be accretively redeployed to fund a portion of the Refuel Transaction. Year to date, the Company has sold 13 properties for gross proceeds of $19.1 million, representing a 5.7% cap rate on stabilized assets, and has additional properties in various stages of the disposition process.

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 September 22, 2026, the Company’s portfolio included 1,269 freestanding properties located in 46 states across the United States and Washington, D.C.

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.

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 to reflect the occurrence of unanticipated events.

Contacts:		Brian Dickman		Investor Relations
		Chief Financial Officer		(646) 349-0598
		(646) 349-6000		ir@gettyrealty.com

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 25.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 30.2 KB