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|8-KFeb 19, 5:18 PM ET

GETTY REALTY CORP /MD/ 8-K

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Getty Realty Corp Announces 4M-Share Forward Sale Offering

What Happened

  • Getty Realty Corp (GTY) filed an 8-K reporting that it entered an underwriting agreement and related forward sale agreements on February 17, 2026; the public offering closed on February 19, 2026. Underwriters were J.P. Morgan Securities LLC and Wells Fargo Securities, LLC. The transaction involved 4,000,000 shares of common stock sold to the underwriters at an initial forward sale price of $32.48 per share. Separate forward sale confirmations were executed with JPMorgan Chase Bank, N.A. and Wells Fargo Bank, N.A. The company expects to physically settle the forward sale agreements (issue shares for cash) within approximately one year of the prospectus supplement dated February 17, 2026.

Key Details

  • Shares sold: 4,000,000 common shares; initial forward sale price $32.48 per share.
  • Closing date: offering closed on February 19, 2026.
  • Over-allotment option: underwriters have a 30-day option to purchase up to an additional 600,000 shares (company expects to enter into an additional forward sale agreement if option exercised).
  • Settlement mechanics: Getty expects to settle by delivering shares for cash proceeds but may elect cash or net-share settlement for all or part of the obligation; the Company did not receive proceeds from the immediate sale by the forward sellers and will receive proceeds only upon physical settlement (or may owe/receive cash/shares if cash/net-share settled).

Why It Matters

  • This structure gives Getty a way to raise equity capital in the future without receiving immediate proceeds; when forward sales are physically settled, proceeds can be used to fund property acquisitions, repay amounts under its revolving credit facility, and for general corporate purposes. The over-allotment option could increase the size of the transaction. Investors should note the timing uncertainty (physical settlement expected within ~1 year) and the company’s ability to choose cash or net-share settlement, both of which can affect future share count and cash balances.