Getty Realty (GTY) names new CIO as Mark Olear retires from key roles

Rhea-AI Filing Summary

Getty Realty Corp. announced that longtime Executive Vice President, Chief Investment Officer and Chief Operating Officer Mark J. Olear will retire effective February 27, 2026. Senior Vice President of Acquisitions Robert J. (“RJ”) Ryan, who joined the company in 2016 and has led key real estate investment activities, will become Chief Investment Officer, and the Chief Operating Officer role will be eliminated.

Under a retirement agreement, Mr. Olear will continue to receive his current salary and benefits through the retirement date, remain eligible for a discretionary 2025 cash bonus and retirement plan contributions, and receive a lump-sum reimbursement of COBRA premiums for him and his dependents through September 30, 2026. As of the Retirement Date, he will hold 205,900 restricted stock units, of which 118,800 are already vested; the remaining units will vest and be settled in cash based on fair market value, while the vested units will be settled in shares after a six-month delay.

Subject to conditions, Mr. Olear will provide consulting services from March 2, 2026 through September 30, 2027, earning $25,000 per month initially and then $10,000 per month, with potential additional fees tied to redevelopment projects.

GETTY REALTY CORP /MD/ false 0001052752 0001052752 2026-01-20 2026-01-20

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): January 20, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 20, 2026, Getty Realty Corp., a Maryland corporation (“Getty” or the “Company”), announced that Mark J. Olear is retiring from his position as Executive Vice President, Chief Investment Officer and Chief Operating Officer of Getty, effective February 27, 2026 (“Retirement Date”). The Company further announced that Robert J. (“RJ”) Ryan, the Company’s current Senior Vice President of Acquisitions, has been selected to succeed Mr. Olear as Chief Investment Officer. In addition, the Company announced that the position of Chief Operating Officer will not be filled.

Mr. Ryan, age 47, joined the Company in March 2016 as Director of Real Estate & Development and was later promoted to Vice President of Acquisitions in 2018 and Senior Vice President of Acquisitions in February 2023. In these roles, Mr. Ryan has been responsible for, and has contributed significantly to, the Company’s real estate investment activities. Prior to joining the Company, Mr. Ryan served as Vice President of Asset Management for Marx Realty, a Manhattan-based owner and developer of office and retail properties, from 2011 to 2016. Prior to Marx Realty, Mr. Ryan held various roles of increasing responsibility at Macerich, a leading owner, operator and developer of major retail and mixed-use developments, from 2003 to 2011. Mr. Ryan earned a Bachelor of Science degree from Arizona State University.

In connection with Mr. Olear’s retirement, he and the Company entered into a retirement agreement (the “Retirement Agreement”). Until his retirement, Mr. Olear will continue to receive salary and benefits at his current level and will remain eligible to receive: (i) a discretionary cash bonus with respect to calendar year 2025, as approved by the Company’s Compensation Committee, (ii) 2025 Company contributions under the Company’s supplemental retirement plan, and (iii) employer matching contributions under the Company’s retirement and profit sharing plan. In addition, following his Retirement Date and subject to the effectiveness of required releases, the Company will reimburse COBRA premiums for Mr. Olear and his eligible dependents through September 30, 2026 via a lump-sum payment within 30 days following the Retirement Date, regardless of whether he elects COBRA.

Pursuant to the Retirement Agreement, as of the Retirement Date Mr. Olear will hold 205,900 restricted stock units (the “RSUs”), of which 118,800 will have already vested in accordance with the vesting schedule (the “Time-Vested RSUs”). Subject to the conditions in the Retirement Agreement, the remaining unvested RSUs will fully vest as of the Retirement Date (the “Accelerated RSUs”). The Time-Vested RSUs will be settled in shares of the Company’s common stock on the first business day following the six-month anniversary of the Retirement Date, and the Accelerated RSUs will be settled within 30 days following the Retirement Date in a lump-sum cash payment equal to the fair market value per share on the settlement date, in each case subject to applicable withholding. Mr. Olear will not be eligible for any new equity awards in 2026 or thereafter.

As further set forth in the Retirement Agreement, subject to his continued employment through the Retirement Date and execution of a consulting agreement (the “Consulting Agreement”), Mr. Olear will provide post-retirement consulting services to the Company as an independent contractor, effective March 2, 2026 through September 30, 2027, unless earlier terminated or extended by mutual agreement. In consideration for the consulting services, Mr. Olear will receive a consulting fee of $25,000 per month from March 2, 2026 through September 30, 2026, and $10,000 per month from October 1, 2026 and ending on the termination of the Consulting Agreement, and he will be eligible to earn certain additional fees related to successful completion of redevelopment projects within his consulting scope, subject to the terms and conditions in the Consulting Agreement.

The foregoing descriptions of the Retirement Agreement and Consulting Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Retirement Agreement and the Consulting Agreement, copies of which will be filed as Exhibits to the Company’s Annual Report on Form 10-K for the year ending December 31, 2025.

Item 7.01. Regulation FD Disclosure.

On January 20, 2026, Getty issued a press release announcing the retirement of Mark J. Olear as Executive Vice President, Chief Investment Officer and Chief Operating Officer and the appointment of Robert J. (“RJ”) Ryan as Chief Investment Officer. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number		Description
99.1		Press release issued by Getty Realty Corp. on January 20, 2026.
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

1

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: January 21, 2026				By:		/s/ Joshua Dicker
						Joshua Dicker
						Executive Vice President and General Counsel

2

FAQ

What leadership changes did Getty Realty Corp. (GTY) announce?

Getty Realty Corp. announced that Mark J. Olear, Executive Vice President, Chief Investment Officer and Chief Operating Officer, will retire effective February 27, 2026. Robert J. (“RJ”) Ryan, currently Senior Vice President of Acquisitions, has been selected to succeed him as Chief Investment Officer, and the company will not fill the Chief Operating Officer position.

Who is Robert J. (“RJ”) Ryan and what is his background at GTY?

RJ Ryan, age 47, joined Getty Realty in March 2016 as Director of Real Estate & Development, was promoted to Vice President of Acquisitions in 2018, and to Senior Vice President of Acquisitions in February 2023. He has been responsible for and contributed significantly to the company’s real estate investment activities, and previously held senior roles at Marx Realty and Macerich.

What compensation will Mark J. Olear receive in connection with his retirement from GTY?

Until retirement, Mr. Olear will receive his current salary and benefits, remain eligible for a discretionary 2025 cash bonus, 2025 contributions under the supplemental retirement plan, and employer matching in the retirement and profit sharing plan. After retirement, Getty will make a lump-sum payment reimbursing COBRA premiums through September 30, 2026 for him and eligible dependents, subject to required releases.

How are Mark J. Olear’s restricted stock units treated under the GTY retirement agreement?

As of the Retirement Date, Mr. Olear will hold 205,900 restricted stock units (RSUs), including 118,800 time-vested RSUs that have already vested under their schedule. The remaining unvested RSUs will fully vest on the Retirement Date. The time-vested RSUs will be settled in shares of common stock on the first business day after the six-month anniversary of the Retirement Date, while the newly vested RSUs will be settled in a lump-sum cash payment equal to fair market value within 30 days of the Retirement Date, in each case subject to withholding.

Will Mark J. Olear receive new equity awards from Getty Realty after 2025?

No. The retirement agreement specifies that Mr. Olear will not be eligible for any new equity awards in 2026 or thereafter.

What consulting arrangement will GTY have with Mark J. Olear after his retirement?

Subject to conditions, Mr. Olear will serve as an independent contractor under a Consulting Agreement from March 2, 2026 through September 30, 2027, unless ended sooner or extended. He will receive a consulting fee of $25,000 per month from March 2, 2026 through September 30, 2026, then $10,000 per month from October 1, 2026 until the agreement terminates, and may earn additional fees for successful completion of certain redevelopment projects.

Did Getty Realty issue a press release about these management changes?

Yes. On January 20, 2026, Getty Realty issued a press release announcing Mr. Olear’s retirement and Mr. Ryan’s appointment as Chief Investment Officer. The press release is attached as Exhibit 99.1 and incorporated by reference.