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Board member at Getty Realty (NYSE: GTY) awarded 7,000 RSUs

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

COVIELLO PHILIP E JR reported acquisition or exercise transactions in this Form 4 filing.

Getty Realty Corp. director Philip E. Coviello Jr. reported receiving a grant of 7,000 Restricted Stock Units (RSUs) on March 2, 2026 for no cash consideration. Each RSU may be settled in either one share of common stock or cash equal to the share’s fair market value, at the discretion of the Compensation Committee.

The RSUs vest ratably over five years, beginning on the first anniversary of the grant date, generally requiring continued board service. Unvested RSUs fully vest upon certain events such as death or some types of board service termination, and may vest upon retirement at the Compensation Committee’s discretion. Following this award, Coviello held 74,500 RSUs directly.

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Insider COVIELLO PHILIP E JR
Role Director
Type Security Shares Price Value
Grant/Award Restricted Stock Unit 7,000 $0.00 --
Holdings After Transaction: Restricted Stock Unit — 74,500 shares (Direct)
Footnotes (1)
  1. Each Restricted Stock Unit (RSU) is settled at the discretion of the Compensation Committee in one share of common stock or in cash in an amount equal to the fair market value of one share of common stock on the settlement date noted in Footnote (2) below. RSUs vest ratably over 5 years commencing on the 1st anniversary of the grant date, subject to continued service with the Issuer on each vesting date, except that to the extent unvested, RSUs fully vest upon death or upon termination of service for any reason other than the Reporting Person voluntarily electing to resign from the Board, voluntarily electing not to stand for re-election, or being involuntarily removed from the Board (excluding a failure to be re-elected by the stockholders). RSUs may also vest in the discretion of the Compensation Committee upon retirement from the Board, subject to the terms of the Issuer's Third Amended and Restated 2004 Omnibus Incentive Compensation Plan and the applicable grant agreement. RSUs are settled in cash or common stock, in the discretion of the Compensation Committee, within thirty (30) days following the applicable vesting date. The RSUs were received by the Reporting Person for no consideration.
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
COVIELLO PHILIP E JR

(Last) (First) (Middle)
C/O GETTY REALTY CORP.
292 MADISON AVE., 9TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GETTY REALTY CORP /MD/ [ GTY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit (1)(2) 03/02/2026 03/02/2026 A 7,000 (2) (2) Common Stock 7,000 (3) 74,500 D
Explanation of Responses:
1. Each Restricted Stock Unit (RSU) is settled at the discretion of the Compensation Committee in one share of common stock or in cash in an amount equal to the fair market value of one share of common stock on the settlement date noted in Footnote (2) below.
2. RSUs vest ratably over 5 years commencing on the 1st anniversary of the grant date, subject to continued service with the Issuer on each vesting date, except that to the extent unvested, RSUs fully vest upon death or upon termination of service for any reason other than the Reporting Person voluntarily electing to resign from the Board, voluntarily electing not to stand for re-election, or being involuntarily removed from the Board (excluding a failure to be re-elected by the stockholders). RSUs may also vest in the discretion of the Compensation Committee upon retirement from the Board, subject to the terms of the Issuer's Third Amended and Restated 2004 Omnibus Incentive Compensation Plan and the applicable grant agreement. RSUs are settled in cash or common stock, in the discretion of the Compensation Committee, within thirty (30) days following the applicable vesting date.
3. The RSUs were received by the Reporting Person for no consideration.
/s/ Philip E. Coviello 03/03/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Getty Realty (GTY) report for Philip E. Coviello Jr.?

Getty Realty (GTY) reported that director Philip E. Coviello Jr. received a grant of 7,000 Restricted Stock Units (RSUs). The award was received for no cash consideration and increases his directly held RSU balance to 74,500 units after the transaction.

How do the new RSUs for Getty Realty (GTY) director vest over time?

The 7,000 RSUs granted to Getty Realty (GTY) director Philip E. Coviello Jr. vest ratably over five years, starting on the first anniversary of the grant date. Continued service on the board is generally required for each vesting date under the company’s incentive plan.

Under what conditions do Getty Realty (GTY) RSUs fully vest for this director?

Unvested RSUs for Getty Realty (GTY) director Philip E. Coviello Jr. fully vest upon death or certain non-voluntary terminations from the board. They may also vest upon retirement at the Compensation Committee’s discretion, subject to the company’s incentive compensation plan and the related grant agreement.

How will the Getty Realty (GTY) RSUs be settled for the reporting director?

Each RSU granted to Getty Realty (GTY) director Philip E. Coviello Jr. will be settled in either one share of common stock or cash equal to that share’s fair market value. Settlement occurs within thirty days after each applicable vesting date, at the Compensation Committee’s discretion.

Did Getty Realty (GTY) director Philip E. Coviello Jr. pay for the new RSUs?

No. The Form 4 notes that Getty Realty (GTY) director Philip E. Coviello Jr. received the 7,000 RSUs for no consideration. This indicates the award was part of his compensation rather than an open-market purchase of company equity.