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): October 16, 2026
GETTY REALTY CORP.
(Exact name of Registrant as Specified in Its Charter)
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Maryland |
001-13777 |
11-3412575 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock |
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GTY |
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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 October 16, 2026, Getty Realty Corp. (the “Company”) entered into the Second Amendment to Third Amended and Restated Credit Agreement (the "Amended Credit Agreement") among certain of its subsidiaries, as guarantors (the “Guarantors”), and Bank of America, N.A., as Administrative Agent (the “Administrative Agent”), which amended the Third Amended and Restated Credit Agreement, dated as of January 23, 2025 (the “Existing Credit Agreement”), among the Company, the Guarantors from time to time party thereto, the lenders from time to time party thereto (the “Lenders”), the Administrative Agent and the L/C Issuers (as defined in the Existing Credit Agreement) from time to time party thereto.
The purpose of the Amended Credit Agreement was to (i) provide for a new senior unsecured term loan in an aggregate principal amount of $200.0 million (the “Term Loan”), (ii) remove the 10.0 basis points SOFR Adjustment from the definition of Daily Simple SOFR as applied to borrowings under the Company's revolving credit facility, and (iii) change the definition of Investment Grade Credit Rating to mean the receipt of at least one Debt Rating of Baa3 or better from Moody’s or BBB- or better from S&P or Fitch (which was modified from the receipt of at least two Debt Ratings previously).
The Amended Credit Agreement contains customary financial covenants, including covenants with respect to total leverage, secured leverage and unsecured leverage ratios, fixed charge and interest coverage ratios, and minimum tangible net worth, as well as limitations on restricted payments, which may limit the Company’s ability to incur additional debt or pay dividends. The Amended Credit Agreement contains customary events of default, including cross default provisions with respect to the Company’s existing indebtedness. Any event of default, if not cured or waived in a timely manner, could result in the acceleration of the Company’s indebtedness under the Amended Credit Agreement.
The Term Loan matures October 17, 2025, subject to three twelve-month extension options exercisable at the Company's option. The Company's exercise of the extension option is subject to the absence of any default and its compliance with certain conditions, including the payment of extension fees to the lenders under the Term Loan.
Borrowings under the Term Loan bear interest at a rate equal to (i) the sum of a SOFR rate plus a margin of 0.75% to 1.55% or (ii) the sum of a base rate plus a margin of 0.00% to 0.50% based on the Company's credit rating. The effective interest rate on the Term Loan at closing was 5.03%.
Certain of the banks and other lenders under the Amended Credit Agreement and their affiliates have in the past provided, and may from time to time in the future provide, commercial banking, financial advisory, investment banking and other services to the Company.
The foregoing description of the Amended Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of such Amended Credit Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 above is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On October 19, 2026, the Company issued a press release announcing its entry into the Term Loan. 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:
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Exhibit Number |
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Description |
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99.1 |
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Press release issued by Getty Realty Corp. on October 19, 2026. |
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104 |
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Cover Page Interactive Data File (embedded within the inline XBRL document) |
The information contained in Item 7.01 and Exhibit 99.1 to this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Such information in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any 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.
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GETTY REALTY CORP. |
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Date: October 19, 2026 |
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By: |
/s/ Brian R. Dickman |
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Brian R. Dickman |
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Executive Vice President |
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Chief Financial Officer and Treasurer |
FOR IMMEDIATE RELEASE
GETTY REALTY CORP. ANNOUNCES NEW $200 MILLION UNSECURED TERM LOAN
- Related Amendments to Credit Agreement Further Reduce Borrowing Costs -
NEW YORK, NY, October 19, 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 the Company entered into a new senior unsecured term loan (the “Term Loan”) with a group of existing lenders in an aggregate principal amount of $200 million. The Company used the proceeds to repay amounts outstanding under its revolving credit facility (the “Revolver”), including borrowings used to fund a portion of its recently completed Refuel transaction.
The Term Loan matures October 16, 2028 with three twelve-month extensions exercisable at the Company's option, subject to certain conditions. Borrowings under the Term Loan bear interest at a rate equal to (i) the sum of a SOFR rate plus a margin of 0.75% to 1.55%, or (ii) the sum of a base rate plus a margin of 0.00% to 0.50%, in each case based on the Company's credit rating. The effective interest rate on the Term Loan at closing was 5.03%.
The Term Loan was structured as an amendment to the Company’s existing credit agreement which also (i) removed the 10.0 basis points credit spread adjustment applied to SOFR borrowings under the Revolver, and (ii) revised the definition of investment grade credit rating, allowing the Company to elect for borrowings under its Revolver to be priced off a ratings-based grid rather than a leverage-based grid.
"We are pleased to complete this transaction, and appreciate the continued support of our relationship banks,” said Brian Dickman, Getty’s Chief Financial Officer. “The new term loan effectively funds a portion of our recent Refuel transaction, as previously announced, and provides us with significant balance sheet flexibility as our platform continues to scale and the capital markets stabilize. Additionally, the related amendments to our credit agreement reduce borrowing costs under our Revolver, further validating the strength of our portfolio and credit profile.”
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.
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Contacts: |
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Brian Dickman |
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Investor Relations |
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Chief Financial Officer |
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(646) 349-0598 |
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(646) 349-6000 |
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ir@gettyrealty.com |
