UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER 001-13777

GETTY REALTY CORP.

(Exact name of registrant as specified in its charter)

Maryland	11-3412575
(State or other jurisdiction of<br><br>incorporation or organization)	(I.R.S. employer<br><br>identification no.)
292 Madison Avenue, 9th Floor<br><br>New York, New York 10017-6318
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (646) 349-6000

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, $0.01 par value	GTY	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒			Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐	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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of common stock held by non-affiliates (based on 51,744,740 shares of common stock at a closing price per share of the registrant’s common stock on the New York Stock Exchange at $27.64) of the Company was $1,430,225,000 as of June 30, 2025.

The registrant had outstanding 59,816,531 shares of common stock as of February 12, 2026.

DOCUMENTS INCORPORATED BY REFERENCE

DOCUMENT	PART OF<br>FORM 10-K
Selected Portions of Definitive Proxy Statement for the 2026 Annual Meeting of Stockholders (the “Proxy Statement”), which will be filed by the registrant on or prior to 120 days following the end of the registrant’s year ended December 31, 2025, pursuant to Regulation 14A.	III
Auditor’s PCAOB ID Number:	238	Auditor’s Name:	PricewaterhouseCoopers LLP	Auditor’s Location	New York, New York
---	---	---	---	---	---

TABLE OF CONTENTS

Item	Description	Page
	Cautionary Note Regarding Forward-Looking Statements	3
	PART I
1	Business	5
1A	Risk Factors	8
1B	Unresolved Staff Comments	22
1C	Cybersecurity	22
2	Properties	23
3	Legal Proceedings	25
4	Mine Safety Disclosures	28
	PART II
5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	29
6	Reserved	30
7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
7A	Quantitative and Qualitative Disclosures About Market Risk	44
8	Financial Statements and Supplementary Data	45
9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	77
9A	Controls and Procedures	77
9B	Other Information	77
9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	77
	PART III
10	Directors, Executive Officers and Corporate Governance	78
11	Executive Compensation	78
12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	78
13	Certain Relationships and Related Transactions, and Director Independence	78
14	Principal Accountant Fees and Services	78
	PART IV
15	Exhibits and Financial Statement Schedules	79
16	Form 10-K Summary	79
	Exhibit Index	101
	Signatures	106

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this Annual Report on Form 10-K may constitute “forward-looking statements” within the meaning of the federal securities laws that are subject to the safe harbor created under the Private Securities Litigation Reform Act of 1995, including Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Statements preceded by, followed by, or that otherwise include the words “believes,” “expects,” “seeks,” “plans,” “projects,” “estimates,” “anticipates,” “predicts” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may” and “could” are generally forward-looking in nature and are not historical facts. All capitalized and undefined terms used in this section shall have the same meanings hereafter defined in this Annual Report on Form 10-K.

Examples of forward-looking statements included in this Annual Report on Form 10-K include, but are not limited to, our statements regarding:

• our network of convenience stores, express tunnel car washes, automotive service centers, and certain other freestanding retail properties, including drive-thru quick service restaurants and automotive parts retailers;

• our investment strategy and its impact on our financial performance;

• changes in market conditions affecting our tenants and their financial stability and creditworthiness, which would impact their compliance with lease obligations;

• concentration of certain tenants in similar industries or concentration of our owned and leased properties in certain geographic locations;

• the amount of revenue we expect to realize from our properties, including renewal of existing leases, sale, acquisition or redevelopment opportunities;

• our belief that our real estate assets are not carried at amounts in excess of their estimated net realizable fair value amounts;

• compliance of our properties with federal, state, and local provisions enacted or adopted pertaining to environmental matters;

• our ability to maintain our federal tax status as a REIT, effects of U.S. federal tax reform and other legislative, regulatory, and administrative developments;

• our competitive position in our industry, including the impact of existing legislation and regulations;

• the cost and potential outcomes of current and future environmental and litigation matters, including those resulting from preexisting unknown environmental contamination and matters related to our former Newark, New Jersey Terminal and the Lower Passaic River, our MTBE multi-district litigation cases in the states of Pennsylvania and Maryland, and related accruals, estimates, and assumptions regarding our liabilities, remediation costs and expected recoveries;

• impact of global political and economic uncertainties, including changes in tariff policies and trade relationships, geopolitical conflicts, public health crises, geopolitical conflicts and inflation;

• our ability to adequately secure our information technology systems and the regulated data stored therein, as required by law;

• the adequacy of our insurance coverage and that of our tenants on our owned and leased properties;

• our ability to attract and retain key management personnel;

• our workplace demographics, recruiting efforts, and employee compensation program;

• our use of FFO and AFFO as measures that represent our core operating performance and its utility in comparing our core operating performance between periods;

• the reasonableness of our estimates, judgments, projections, and assumptions used regarding our accounting policies and methods;

• our ability to maintain an effective system of internal control over financial reporting;

• our indemnification obligations and the indemnification obligations of others;

• the adequacy of our current and anticipated cash flows from operations, borrowings under our Credit Facility, and available cash and cash equivalents to fund our future operating expenses and capital expenditure requirements;

• our continued compliance with the covenants in our credit and notes agreements;

• our ability to pay dividends and changes to our dividend policy; and

• our dependence on external sources of capital, timing of and need for additional financing and dilution as a result of future issuances of equity securities.

These forward-looking statements are based on our current beliefs and assumptions and information currently available to us, and are subject to known and unknown risks, uncertainties and other factors including, but not limited to, the risks described in “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report on Form 10-K, as such risk factors may be updated from time to time in our public filings. Such risks and uncertainties were derived based on numerous important assumptions, which may not be realized, and may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Most of these factors are difficult to predict accurately and are generally beyond our control. New risk factors and uncertainties may also emerge from time to time, and there can be no assurance that we have identified all risks and uncertainties that may affect it.

As a result of these and other factors, we may experience material fluctuations in future operating results on a quarterly or annual basis, which could materially and adversely affect our business, financial condition, operating results, our growth or reinvestment strategies, our ability to pay dividends or stock price. An investment in our stock involves various risks, including those mentioned above and elsewhere in this Annual Report on Form 10-K and those that are described from time to time in our other filings with the SEC.

You should not place undue reliance on forward-looking statements, which reflect our view only as of the date hereof. Except for our ongoing obligations to disclose material information under the federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events, unless required by law.

We also closed the private placement of $250.0 million of new senior unsecured notes priced at a fixed rate of 5.76% due January 22, 2036. The new senior unsecured notes were issued on January 22, 2026 and proceeds were used to repay amounts outstanding under our Credit Facility.

For additional information regarding our equity issuance and notes private placement, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” and Note 8 and Note 9 in “Item 8. Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.

Our Properties

As of December 31, 2025, our portfolio included 1,174 properties, of which we owned 1,145 properties and leased 29 properties from third-party landlords. Our properties are located in 44 states and Washington D.C., and our typical property is located in a larger metropolitan area and is used as a convenience store, express tunnel car wash, automotive service center, drive thru quick service restaurant, or certain other freestanding retail uses. Many of our properties are located at highly trafficked urban intersections or conveniently close to highway entrances or exit ramps.

As of December 31, 2025, we leased 1,169 of our properties to tenants under triple-net leases, including 962 properties leased under 62 separate unitary or master triple-net leases, and 207 properties leased under single unit triple-net leases. These leases generally provide for an initial term of 15 or 20 years, with options for successive renewal terms of up to 20 years, and periodic rent escalations. As of December 31, 2025, our weighted average remaining lease term, excluding renewal options, was 9.9 years.

Substantially all of our properties are leased on a triple-net basis to convenience store operators, petroleum distributors, express tunnel car wash operators, and other automotive-related and retail tenants. Our tenants either operate their business at our properties directly or, in the case of certain convenience stores and gasoline and repair stations, sublet our properties and supply fuel to third parties that operate the business. For additional information regarding risks related to our tenants’ dependence on the performance of these industries, see “Item 1A. Risk Factors—Risks Related to Our Business and Operations—Significant number of our tenants depend on the same industry for their revenues” in this Annual Report on Form 10-K.

Our triple-net lease tenants are responsible for the payment of all taxes, maintenance, repairs, insurance and other operating expenses relating to our properties, and are also responsible for environmental contamination occurring during the terms of their leases. Substantially all of our tenants are also responsible for pre-existing environmental contamination that is discovered during their lease term, except contamination that was known at lease commencement, as to which we have established reserves. For additional information regarding our environmental obligations, see Note 6 in “Item 8. Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.

As of December 31, 2025, we also had two properties under redevelopment and three properties were vacant.

Human Capital Resources

As of December 31, 2025, we had 31 full-time employees, all of which are located in our New York headquarters.

We are dedicated to conducting our business consistent with the highest standards of business ethics. Our Business Conduct Guidelines, Employee Handbook, and Human Rights Policy govern our standards and policies with respect to our people, our interactions with our business partners and service providers, our health and safety, and our IT security.

We aim to maintain a workplace that is free from discrimination or harassment. We conduct annual training to prevent harassment and discrimination and monitor employee conduct year-round.

We prioritize empathy and flexibility to support the safety, health, and security of each member of our team and ensure they are able to meet their personal and family needs, as well as their professional goals. We maintain a permanent hybrid work schedule, allowing team members to work from home two days per week and maintain other policies that support the overall health and wellness of our people and our office space.

We participate in annual performance reviews with our employees and hold periodic meetings with employees to gather feedback, discuss opportunities to participate in various professional development programs, and improve the overall employee experience. Our recruiting efforts, compensation and advancement are all based on qualifications, performance, skills and experience. We continue to emphasize employee development and training and our employees are offered regular opportunities to participate in formal and informal professional development through in-person training and online learning resources. We also support and pay for external education classes and seminars requested by our employees, as well as higher-education tuition reimbursement if doing so advances their work-related skills or professional development.

We believe that our employees are fairly compensated and are routinely recognized for outstanding performance. Our compensation program is designed to attract and retain talent, and includes the employee benefit plans described in Note 9 in “Item 8. Financial Statements and Supplementary Data”in this Annual Report on Form 10-K.

We continually assess and strive to enhance employee satisfaction and engagement. Our employees, many of whom have a long tenure with us, frequently express satisfaction with management and, in the opinion of our management, we have positive relations with our employees.

Investment Strategy and Activity

As part of our strategy to grow and diversify our portfolio, we regularly review acquisition and financing opportunities to invest in additional convenience, automotive and other single tenant retail real estate. We primarily pursue sale leaseback transactions with existing and prospective tenants and will also provide forward commitments to acquire new-to-industry construction and acquire assets with in-place leases. Our investment activities may also include purchase money financing with respect to properties we sell, real property loans relating to our leasehold properties, and construction loans or other financing for the development of new-to-industry properties. Our investment strategy seeks to generate current income and benefit from long-term appreciation in the underlying value of our real estate. To achieve that goal, we seek to invest in well-located, freestanding properties that support automobility and provide convenience and service to consumers in major markets across the country. A key element of our investment strategy is to invest in properties that will enhance our property type, tenant, and geographic diversification.

Over the last five years, we have acquired 338 properties for an aggregate purchase price of approximately $1.1 billion, including single property and portfolio transactions located in various geographies and leased to a diverse set of tenants who operate across the convenience and automotive retail sectors.

Redevelopment Strategy and Activity

We believe that certain of our properties, primarily those currently being used as gas and repair businesses, are well-suited to be redeveloped as modern convenience stores or other single tenant convenience and automotive retail uses, such as automotive parts retailers, quick service restaurants, auto service centers, and bank branches. We believe that the redeveloped properties can be leased or sold at higher values than their prior use.

Since the inception of our redevelopment program in 2015, we have completed 34 redevelopment and revenue-enhancing capital expenditure projects.

Competition

The single tenant net lease retail real estate sector in which we operate is highly competitive and we expect major investors with significant capital will continue to compete with us for attractive acquisition opportunities. These competitors include publicly-traded and non-traded REITs, public and private investment funds, petroleum manufacturing, distributing and marketing companies, and other institutional and individual investors.

Trademarks

We own the Getty® name and trademark in connection with our real estate and the petroleum marketing business in the United States and we permit certain of our tenants to use the Getty® trademark at properties that they lease from us.

Regulation

Our properties are subject to numerous federal, state and local laws and regulations including matters related to the protection of the environment such as the remediation of known contamination and the retirement and decommissioning or removal of long-lived assets including buildings containing hazardous materials, USTs and other equipment. These laws include: (i) requirements to report to governmental authorities discharges of petroleum products into the environment and, under certain circumstances, to remediate soil and groundwater contamination, including pursuant to governmental order and directive, (ii) requirements to remove and replace USTs that have exceeded governmental-mandated age limitations and (iii) the requirement to provide a certificate of financial responsibility with respect to potential claims relating to UST failures. Our triple-net lease tenants are directly responsible for compliance with environmental laws and regulations with respect to their operations at our properties.

We believe that our properties are in substantial compliance with federal, state and local provisions pertaining to environmental matters. Although we are unable to predict what legislation or regulations may be adopted in the future with respect to environmental protection and waste disposal, we do not believe that existing legislation and regulations will have a material adverse effect on our competitive position. For additional information regarding pending environmental lawsuits and claims, see “Item 3. Legal Proceedings” in this Annual Report on Form 10-K.

For substantially all of our triple-net leases, our tenants are contractually responsible for compliance with environmental laws and regulations, removal of USTs at the end of their lease term (the cost of which in certain cases is partially borne by us) and remediation of any environmental contamination that arises during the term of their tenancy. Our tenants are also responsible for pre-existing environmental contamination that is discovered during their lease term, except contamination that was known at lease commencement, as to which we have established reserves.

For additional information, see “Item 1A. Risk Factors” and “Liquidity and Capital Resources,” “Environmental Matters” and “Contractual Obligations” in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 6 in “Item 8. Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.

In addition to the numerous federal, state and local laws and regulations to which are properties are subject, we elected to be treated as a REIT under the federal income tax laws beginning January 1, 2001. Accordingly, we are subject to compliance with the applicable requirements of the Internal Revenue Code concerning REITs, including that a REIT must, among other things, invest substantially all of its assets in interests in real estate (including mortgages and other REITs) or cash and government securities, derive most of its income from rents from real property or interest on loans secured by mortgages on real property, and distribute to stockholders annually a substantial portion of its taxable income. For additional information, see “Item 1A. Risk Factors,” “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 7 in “Item 8. Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.

Additional Information

Our website address is www.gettyrealty.com. Information available on our website shall not be deemed to be a part of this Annual Report on Form 10-K. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available on our website, free of charge, as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the U.S. Securities and Exchange Commission (“SEC”).

Our website also contains our business conduct guidelines (“Code of Ethics”), corporate governance guidelines and the charters of the Audit, Compensation and Nominating/Corporate Governance Committees of our Board of Directors. We intend to make available on our website any future amendments or waivers to our Code of Ethics as required by rules of the SEC or NYSE.

Item 1A. Risk Factors

We are subject to various risks, many of which are beyond our control. As a result of these and other factors, we may experience material fluctuations in our future operating results on a quarterly or annual basis, which could materially and adversely affect our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price. An investment in our stock involves various risks, including those mentioned below and elsewhere in this Annual Report on Form 10-K and those that are described from time to time in our other filings with the SEC.

Summary of Risk Factors

Our business is subject to risks and uncertainties, including those risks and uncertainties discussed at-length below, that could cause our actual results to differ materially from those projected. These risks and uncertainties include, but are not limited to, the following:

Risks Related to Our Business and Operations

• The risks inherent in owning or leasing real estate.

• The real estate industry is highly competitive.

• Our future cash flow is dependent on the performance of our tenants of their lease obligations, renewal of existing leases and either re-leasing or selling our properties.

• Significant number of our tenants depend on the same industry for their revenues.

• It may be difficult for our investors to determine the creditworthiness of most of our tenants.

• An increase in costs and liability accruals as a result of environmental laws and regulations could adversely affect our business.

• We are defending pending lawsuits and claims that may subject us to material losses.

• We may be subject to losses that may not be covered by insurance.

• A material portion of our properties are concentrated in certain states and adverse conditions in those regions, in particular, could negatively impact our operations.

• Property taxes on our properties may increase without notice.

• Our business operations may not generate sufficient cash for distributions or debt service.

• Adverse developments in general business, economic or political conditions could have a material adverse effect on us.

• Global political and economic uncertainties, including public health crises and geopolitical conflicts, and their related impact on macroeconomic conditions may adversely impact the market on which our common stock trades, our tenants’ businesses and the markets in which we operate, our operations and our results of operations.

• Our exposure to counterparty risk.

• Inflation may adversely affect our financial condition and results of operations.

• Our assets may be subject to impairment charges.

• Our accounting policies and methods require management to make estimates, judgments and assumptions about matters that are inherently uncertain.

• Amendments to the Accounting Standards Codification made by the Financial Accounting Standards Board (the “FASB”) or changes in accounting standards may adversely affect our reported revenues, profitability, or financial position.

• If we fail to maintain effective internal controls over financial reporting, we may not be able to accurately and timely report our financial results.

• Our reliance on certain members of our management team or Board of Directors, the loss of any one of which could adversely affect our business or the market price of our common stock.

• Our reliance on information technology in our operations, and any material failure, inadequacy, interruption or security failure of that technology could harm our business.

Risks Related to Financing Our Business

• Our dependency on external sources of capital, which may or may not be available on favorable terms, or at all.
• Interest rate risk and our ability to manage or mitigate this risk effectively.

Risks Related to Our Investment Strategy

• We may not be able to successfully implement our investment strategy.
• We expect to acquire new properties and this may create risks.
• We are pursuing redevelopment opportunities and this creates risks to our Company.

Risks Related to Our Status as a REIT

• The failure to qualify as a REIT under the federal income tax laws would have adverse consequences to our stockholders.
• Uncertain tax matters may have a significant impact on the results of operations for any single fiscal year or interim period or may cause us to fail to qualify as a REIT.
• The uncertainty regarding the U.S. federal income tax treatment of the cash that we might receive from cash settlement of a forward sales agreement related to follow-on public equity offerings or our ATM Program could jeopardize our ability to meet the REIT qualification requirements.
• A risk of changes in the tax law applicable to REITs.
• U.S. federal tax reform legislation could affect REITs generally, our tenants, the markets in which we operate, the price of our common stock and our results of operations.
• In order to preserve our REIT status, our charter limits the number of shares a person may own, which may discourage a takeover that could result in a premium price for our common stock or otherwise benefit our stockholders.

Risks Related to Ownership of Our Securities

• Changes in market conditions could adversely affect the market price of our publicly traded common stock.

• Changes in our dividend policy and the dividends we pay may be subject to significant change.

• Forward sales agreements related to follow-on public equity offerings or our ATM Program could result in substantial dilution to our earnings per share and return on equity or result in substantial cash payment obligations.

• In case of our bankruptcy or insolvency, any forward sales agreement that is in effect related to follow-on public equity offerings or our ATM Program will automatically terminate, and we would not receive the expected proceeds.

• Future issuances of equity securities could dilute the interest of holders of our equity securities.

• Maryland law may discourage a third-party from acquiring us.

Risks Related to Our Business and Operations

We are subject to risks inherent in owning and leasing real estate.

We are subject to varying degrees of risk generally related to leasing and owning real estate, many of which are beyond our control. In addition to general risks applicable to us, our risks include, among others: our liability as a lessee for long-term lease obligations regardless of our revenues; deterioration in national, regional and local economic and real estate market conditions; potential changes in supply of, or demand for, rental properties similar to ours; competition for tenants and declining rental rates; difficulty in selling or re-leasing properties on favorable terms or at all; impairments in our ability to collect rent or other payments due to us when they are due; high interest rates and adverse changes in the availability, cost and terms of financing; uninsured property liability; the impact of present or future environmental legislation and compliance with environmental laws; adverse changes in zoning laws and other regulations; acts of terrorism and war; natural disasters or other catastrophes; public health crises, such as pandemics and epidemics; the unforeseen impacts of climate change, compliance with any future laws or regulations designed to prevent or mitigate the impacts of climate change, and any material costs related thereto; the potential risk of functional obsolescence of properties over time the need to periodically renovate and repair our properties; and physical or weather-related damage to our properties. Such risks may result, under certain market conditions, in variable revenue and reduced earnings and could have an adverse effect on our financial condition.

Each of the factors listed above could cause a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price. In addition, real estate investments are relatively illiquid, which means that our ability to vary our portfolio of properties in response to changes in economic and other conditions may be limited.

We are in a competitive business.

The real estate industry is highly competitive. We compete for tenants with a large number of real estate property owners and other companies that sublet properties. Our principal means of competition are rents we are able to charge in relation to the income producing potential of the location. In addition, we expect other major real estate investors, some with much greater financial resources or more experienced personnel than we have, will compete with us for attractive acquisition opportunities. These competitors include petroleum manufacturing, distributing and marketing companies, convenience store retailers, other REITs, public and private investment funds, and other individual and institutional investors. This competition has increased prices for properties we seek to acquire and may impair our ability to make suitable property acquisitions on favorable terms in the future.

Our future cash flow is dependent on the performance of our tenants of their lease obligations, renewal of existing leases and either re-leasing or selling our properties.

We are subject to risks that financial distress, default or bankruptcy of our tenants may lead to vacancy at our properties or disruption in rent receipts as a result of partial payment or nonpayment of rent or that expiring leases may not be renewed. Under unfavorable general economic conditions, there can be no assurance that our tenants’ level of sales and financial performance generally will not be adversely affected, which in turn could negatively impact our rental revenues. We are subject to risks that the terms governing renewal or re-leasing of our properties (including, compliance with numerous federal, state and local laws and regulations related to the protection of the environment, such as the remediation of contamination and the retirement and decommissioning or removal of long-lived assets, the cost of required renovations, or replacement of USTs and related equipment) may be less favorable than current lease terms.

We are also subject to the risk that we may receive less net proceeds from the properties we sell as compared to their current carrying value or that the value of our properties may be adversely affected by unfavorable general economic conditions. Unfavorable general economic conditions may also negatively impact our ability to re-lease or sell our properties. Numerous properties compete with our properties in attracting tenants to lease space. The number of available or competitive properties in a particular area could have a material adverse effect on our ability to lease or sell our properties and on the rents we are able to charge. In addition to the risk of disruption in rent receipts, we are subject to the risk of incurring real estate taxes, maintenance, environmental and other expenses at vacant properties. The financial distress, default or bankruptcy of our tenants may also lead to protracted and expensive processes for retaking control of our properties than would otherwise be the case, including, eviction or other legal proceedings related to or resulting from the tenant’s default. These risks are greater with respect to certain of our tenants who lease multiple properties from us. If a tenant files for bankruptcy protection it is possible that we would recover substantially less than the full value of our claims against the tenant. If (i) our tenants do not perform their lease obligations, (ii) we are unable to renew existing leases and promptly recapture and re-lease or sell our properties, (iii) lease terms upon renewal or re-leasing are less favorable than current or historical lease terms, (iv) the values

of properties that we sell are adversely affected by market conditions, or (v) we incur significant costs or disruption related to or resulting from tenant financial distress, default or bankruptcy, then our cash flow could be significantly adversely affected.

Some of our tenants depend on the same industry for their revenues.

We derive significant portion of our revenues from leasing, primarily on a triple-net basis, and financing convenience store and gasoline station properties to tenants in the petroleum marketing industry. Accordingly, significant portion of our revenues depend on the economic success of the petroleum marketing industry, and any factors that adversely affect that industry, such as disruption in the supply of petroleum or a decrease in the demand for conventional motor fuels due to conservation, technological advancements in petroleum-fueled motor vehicles or an increase in the use of, and consumer demand for, alternative fuel, electric and battery-operated vehicles, or other “green technologies,” could have a material adverse effect on our business, financial condition and results of operations, liquidity, ability to pay dividends or stock price. Similarly, governmental regulations regarding climate change and the greenhouse gas emissions may accelerate these trends that could have a material adverse effect on our business, financial condition and results of operations, liquidity, ability to pay dividends or stock price. The success of participants in the petroleum marketing industry depends upon the sale of refined petroleum products at margins in excess of fixed and variable expenses. The petroleum marketing industry is highly competitive and volatile. Petroleum products are commodities, the prices of which depend on numerous factors that affect supply and demand. The prices paid by our tenants and other petroleum marketers for products are affected by global, national and regional factors. A large, rapid increase in wholesale petroleum prices would adversely affect the profitability and cash flows of our tenants if the increased cost of petroleum products could not be passed on to their customers or if automobile consumption of gasoline was to decline significantly. We cannot be certain as to how these factors will affect petroleum product prices or supply in the future, or how in particular they will affect our tenants.

Because certain of our tenants are not rated and their financial information is not available to you, it may be difficult for our investors to determine their creditworthiness.

The majority of our properties are leased to tenants who are not rated by any nationally recognized statistical rating organizations. In addition, our tenants’ financial information is not generally available to our investors. Additionally, many of our tenants are part of larger corporate organizations and we do not receive financial information for the other entities in those organizations. The financial distress of other affiliated companies or businesses in those organizations may negatively impact the ability or willingness of our tenant to perform its obligations under its lease with us. Because of the lack of financial information or credit ratings it is, therefore, difficult for our investors to assess the creditworthiness of our tenants and to determine the ability of our tenants to meet their obligations to us. It is possible that the assumptions and estimates we make after reviewing publicly and privately obtained information about our tenants are not accurate and that we may be required to increase reserves for bad debts, record allowances for deferred rent receivable or record additional expenses if our tenants are unable or unwilling to meet their obligations to us.

We incur significant operating costs and, from time to time, may have significant liability accruals as a result of environmental laws and regulations, which costs and accruals could significantly increase, and reduce our profitability or have a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price.

We are subject to numerous federal, state and local laws and regulations, including matters relating to the protection of the environment. Under certain environmental laws, a current or previous owner or operator of real estate may be liable for contamination resulting from the presence or discharge of hazardous or toxic substances or petroleum products at, on, or under, such property, and may be required to investigate and clean-up such contamination. Such laws typically impose liability and clean-up responsibility first on the party responsible for the contamination, but can also impose liability and clean-up responsibility on the owner and the current operator without regard to whether the owner or operator knew of or caused the presence of the contaminants, or the timing or cause of the contamination. Liability under such environmental laws has been interpreted to be joint and several unless the harm is divisible and there is a reasonable basis for allocation of responsibility and the financial resources are available to perform the remediation. For example, liability may arise as a result of the historical use of a property or from the migration of contamination from adjacent or nearby properties. Any such contamination or liability may also reduce the value of the property. In addition, the owner or operator of a property may be subject to claims by third-parties based on injury, damage and/or costs, including investigation and clean-up costs, resulting from environmental contamination present at or emanating from a property. We cannot predict what environmental legislation or regulations may be enacted in the future, or how existing laws or regulations will be administered or interpreted with respect to products or activities to which they have not previously been applied. Additionally, compliance with more stringent laws or regulations, as well as more vigorous enforcement policies of the regulatory agencies or stricter interpretation of existing laws, which may develop in the future, could have an adverse effect on our financial position, or that of our tenants, and could require substantial additional expenditures for future remediation. Accordingly, compliance with environmental laws and regulations could have a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price.

The majority of the properties owned or controlled by us are leased as convenience store and gasoline station properties, and therefore may contain, or may have contained, USTs for the storage of petroleum products and other hazardous or toxic substances, which creates a potential for the release of such products or substances. Some of our properties are subject to regulations regarding the retirement and decommissioning or removal of long-lived assets including buildings containing hazardous materials, USTs and other

equipment. Some of the properties may be adjacent to or near properties that have contained or currently contain USTs used to store petroleum products or other hazardous or toxic substances. In addition, certain of the properties are on, adjacent to, or near properties upon which others have engaged or may in the future engage in activities that may release petroleum products or other hazardous or toxic substances. There may be other environmental problems associated with our properties of which we are unaware. These problems may make it more difficult for us to re-lease or sell our properties on favorable terms, or at all.

We enter into leases and various other agreements which contractually allocate responsibility between the parties for known and unknown environmental liabilities at or relating to the subject properties. Under applicable laws, we are contingently liable for these environmental obligations in the event that our tenant does not satisfy them, and we are required to accrue for environmental liabilities that we believe are allocable to others under our leases if we determine that it is probable that our tenant will not meet its environmental obligations. Our assumptions regarding the ultimate allocation method and share of responsibility that we use to allocate environmental liabilities may change, which has resulted, and may in the future result, in material adjustments to the amounts recorded for environmental litigation accruals and environmental remediation liabilities. We assess whether to accrue for environmental liabilities based upon relevant factors including our tenants’ histories of paying for such obligations, our assessment of their financial capability, and their intent to pay for such obligations. However, there can be no assurance that our assessments are correct or that our tenants who have paid their obligations in the past will continue to do so. We may ultimately be responsible to pay for environmental liabilities as the property owner if our tenant fails to pay them. The ultimate resolution of these matters could cause a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price.

For substantially all of our triple-net leases, our tenants are contractually responsible for compliance with environmental laws and regulations, removal of USTs at the end of their lease term (the cost of which in certain cases is partially borne by us) and remediation of any environmental contamination that arises during the term of their tenancy. Under the terms of our leases covering properties previously leased to Getty Petroleum Marketing Inc. (“Marketing”) (substantially all of which commenced in 2012), we agreed to be responsible for environmental contamination at the premises that was known at the time the lease commenced, and for environmental contamination which existed prior to commencement of the lease and is discovered (other than as a result of a voluntary site investigation) during the first 10 years of the lease term (or a shorter period for a minority of such leases). All of these 10-year (or, in certain cases, shorter) “look back” periods have now expired, therefore responsibility for all newly discovered contamination, even if it relates to periods prior to commencement of these leases, is contractually allocated to our tenant. Our tenants at properties previously leased to Marketing are in all cases contractually responsible for the cost of any remediation of contamination that results from their use and occupancy of our properties.

For additional information regarding pending environmental lawsuits and claims, and environmental remediation obligations and estimates, see “Item 3. Legal Proceedings”, “Environmental Matters” in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Notes 3 and 6 in “Item 8. Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.

Environmental exposures are difficult to assess and estimate for numerous reasons, including the amount of data available upon initial assessment of contamination, alternative treatment methods that may be applied, location of the property which subjects it to differing local laws and regulations and their interpretations, changes in costs associated with environmental remediation services and equipment, the availability of state UST remediation funds and the possibility of existing legal claims giving rise to allocation of responsibilities to others, as well as the time it takes to remediate contamination and receive regulatory approval. In developing our liability for estimated environmental remediation obligations on a property-by-property basis, we consider, among other things, laws and regulations, assessments of contamination and surrounding geology, quality of information available, currently available technologies for treatment, alternative methods of remediation and prior experience. Environmental accruals are based on estimates derived upon facts known to us at this time, which are subject to significant change as circumstances change, and as environmental contingencies become more clearly defined and reasonably estimable.

We cannot predict if state UST fund programs will be administered and funded in the future in a manner that is consistent with past practices and if future environmental spending will continue to be eligible for reimbursement at historical recovery rates under these programs. As a result, our estimates in respect of recoveries from state UST remediation funds could change, which could adversely affect our accruals for environmental remediation liabilities.

Any changes to our estimates or our assumptions that form the basis of our estimates may result in our providing an accrual, or adjustments to the amounts recorded, for environmental remediation liabilities. Additional environmental liabilities could cause a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price.

We are defending pending lawsuits and claims and potentially are subject to material losses.

We are subject to various lawsuits and claims, including litigation related to environmental matters, such as those arising from leaking USTs, contamination of groundwater with methyl tertiary butyl ether (a fuel derived from methanol, commonly referred to as “MTBE”) and releases of motor fuel into the environment, and toxic tort claims. The ultimate resolution of certain matters cannot be predicted because considerable uncertainty exists both in terms of the probability of loss and the estimate of such loss. Our ultimate liabilities resulting from the lawsuits and claims we face could cause a material adverse effect on our business, financial condition,

results of operations, liquidity, ability to pay dividends or stock price. For additional information with respect to certain pending lawsuits and claims, see “Item 3. Legal Proceedings” and Note 3 in “Item 8. Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.

Business disruptions could have serious adverse consequences on our future revenue and financial condition and result in losses that may not be covered by insurance.

Our and our tenants’ operations could be subject to the impact of natural or man-made disasters or other business disruptions, which include, but are not limited to, earthquakes, hurricanes, typhoons, floods, water shortages, wildfires and fires, blizzards and other extreme weather conditions as well as power outages, telecommunications, transportation or infrastructure failure, cybersecurity incidents or physical security breaches related to such catastrophes, public health crises, such as pandemics and epidemics, and geopolitical conflicts, including acts of terrorism, war and civil disorder. We and our tenants carry insurance against certain risks and in such amounts as we believe are customary for businesses of our kind. However, as the costs and availability of insurance change, we may decide not to be covered against certain losses, including losses resulting from such natural and man-made disasters or environmental liabilities where, in the judgment of management, the insurance is not warranted due to cost or availability of coverage or the remoteness of perceived risk. Furthermore, there are certain types of losses that are generally not insured because they are either uninsurable or not economically insurable. Moreover, the cost of insurance has increased significantly, including as a result of the impact of climate change and inflation, and we may not be able to obtain sufficient coverage at a reasonable cost to protect us against losses on our properties. There is no assurance that our existing insurance coverages are or will be sufficient to cover actual losses incurred. The destruction of, or significant damage to, or significant liabilities arising out of conditions at, our properties due to an uninsured loss would result in an economic loss and could result in us losing both our investment in, and anticipated profits from, such properties. When a loss is insured, the coverage may be insufficient in amount or duration, or a lessee’s customers may be lost, such that the lessee cannot resume its business after the loss at prior levels or at all, resulting in reduced rent or a default under its lease. Any such loss relating to a large number of properties could have a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price.

A material portion of our properties are concentrated in certain states, and adverse conditions in those regions, in particular, could negatively impact our operations.

As of December 31, 2025, approximately 32.0% of our annualized base rent ("ABR") came from properties located in the states of Texas and New York. Because of this concentration, a downturn in the economy or a slowdown in the demand for our tenants’ businesses in these states caused by adverse economic, regulatory, or other conditions could adversely affect our tenants’ operations and impair their ability to pay rent, which, in turn, could materially and adversely affect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price.

Property taxes on our properties may increase without notice.

Each of the properties we own or lease is subject to real property taxes. The leases for certain of the properties that we lease from third parties obligate us to pay real property taxes with regard to those properties. The real property taxes on our properties and any other properties that we acquire or lease in the future may increase as property tax rates change and as those properties are assessed or reassessed by tax authorities. To the extent that our tenants are unable or unwilling to pay such increase in accordance with their leases, our net operating expenses may increase.

Our business operations may not generate sufficient cash for distributions or debt service.

There is no assurance that our business will generate sufficient cash flow from operations or that future borrowings will be available to us in an amount sufficient to enable us to pay dividends on our common stock, to pay our indebtedness or to fund our other liquidity needs. We may not be able to repay or refinance existing indebtedness on favorable terms, which could force us to dispose of properties on disadvantageous terms (which may also result in losses) or accept financing on unfavorable terms.

Adverse developments in general business, economic or political conditions could have a material adverse effect on us.

Adverse developments in general business and economic conditions, including through inflation, recession, or other negative economic change, either in the economy generally or in those regions in which a large portion of our business is conducted, could have a material adverse effect on us and significantly increase certain of the risks to which we are subject. Among other effects, adverse economic conditions, including those resulting from changes in trade policies or tariffs, could depress real estate values, impact our ability to re-lease or sell our properties and have an adverse effect on our tenants’ level of sales and financial performance generally. As our revenues are substantially dependent on the economic success of our tenants, any factors that adversely impact our tenants could also have a material adverse effect on our business, financial condition and results of operations, liquidity, ability to pay dividends or stock price.

Global political and economic uncertainties, including changes in tariff policies and trade relationships, geopolitical conflicts, and public health crises, and their related impact on macroeconomic conditions may adversely impact the market on which our common stock trades, our tenants’ businesses and the markets in which we operate, our operations and our results of operations.

We, and our tenants’ businesses may be disrupted by global political and economic uncertainties, including changes in trade relationships and tariff policies, geopolitical conflicts, and public health crises that could result in adverse macroeconomic conditions. The United States has imposed increased tariffs on certain countries, focusing on those with which it has the largest trade deficits. Other countries have responded, and may continue to respond, by announcing retaliatory tariffs on U.S. imports. The tariffs have disrupted, and may continue to disrupt, the global markets, may increase the risk of a major economic recession or slowdown and escalate tensions between the United States and other countries. The extent of the impact of such tariffs and changes in trade policies or other regulations is uncertain and unpredictable, and may significantly adversely affect the global economy, the market price of our common stock, and our and our tenants’ businesses. Further, the extent to which public health crises such as pandemics or epidemics impact our business, operations and financial results is uncertain, and will depend on numerous factors that we may not be able to accurately predict, including governmental, business, and individual actions taken in response to any such outbreak and the extent and duration of the adverse impact on the global economy. Such outbreaks may disrupt the supply of products or services from third-party vendors or result in shortages of raw materials necessary to operate our tenants’ businesses or prolonged closure, which may adversely impact their businesses, financial condition and liquidity, and may cause one or more of our tenants to be unable to meet their obligations to us in full, or at all, or to otherwise seek modifications of such obligations. Moreover, general decline in business activity and demand for real estate transactions could adversely affect our ability or desire to grow our portfolio of properties and the financial impact of any such outbreak could negatively impact our future compliance with the financial covenants of our various borrowings, resulting in a default and potentially an acceleration of indebtedness, which non-compliance could negatively impact our ability to make additional borrowings under our Credit Facility and pay dividends.

Additionally, geopolitical conflicts, such as terrorist attacks or other acts of violence or war (including the conflicts in Russia and Ukraine, the Middle East, and South America) and the related adverse impact on macroeconomic conditions as a result of such conflicts could negatively affect our business or the businesses of our tenants. Such geopolitical conflicts may also directly or indirectly impact the physical facilities, networks or the business or the financial condition of us or those of our tenants, vendors or financial institutions with which we have a relationship or conduct business. The consequences of such conflicts are unpredictable, and we may not be able to foresee events that could have a material adverse effect on us. More generally, any of these events resulting from global political and economic uncertainties could cause consumer confidence and spending to decrease, result in an economic recession or increase volatility of the financial markets and economy of the United States and worldwide. Any of these occurrences could have a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends, or stock price.

Inflation may adversely affect our financial condition and results of operations.

Although inflation has not materially impacted our results of operations in the recent past, increased inflation could have a more pronounced negative impact on any variable rate debt we incur in the future and on our results of operations. During times when inflation is greater than increases in rent, as provided for in our leases, rent increases may not keep up with the rate of inflation. Likewise, even though our triple-net leases reduce our exposure to rising property expenses due to inflation, substantial inflationary pressures and increased costs may have an adverse impact on our tenants if increases in their operating expenses exceed increases in revenue, which may adversely affect our tenants’ ability to pay rent.

Additionally, inflationary pricing may have a negative effect on the real estate acquisitions and construction costs necessary to complete our development and redevelopment projects, including, but not limited to, costs of construction materials, labor, and services from third-party contractors and suppliers. Higher acquisition and construction costs could adversely impact our net investments in real estate and expected yields on our development and redevelopment projects, which may make otherwise lucrative investment opportunities less profitable to us. As a result, our financial condition, results of operations, and cash flows, as well as our ability to pay dividends, could be adversely affected over time.

We are exposed to counterparty risk and there can be no assurances that we will effectively manage or mitigate this risk.

We regularly interact with counterparties in various industries. The types of counterparties most common to our transactions and agreements include, but are not limited to, landlords, tenants, vendors and lenders. We also enter into agreements to acquire and sell properties which allocate responsibility for certain costs to the counterparty. Our most significant counterparties include, but are not limited to, the members of the bank syndicate related to our credit agreements, the lenders that are the counterparties to our note purchase agreements, and our major tenants from whom we derive a significant amount of rental revenue. The default, insolvency or other inability or unwillingness of a significant counterparty to perform its obligations under an agreement, including, without limitation, as a result of the rejection of an agreement in bankruptcy proceedings, is likely to have a material adverse effect on us.

As of December 31, 2025, we leased:

• 148 properties in five separate unitary leases and one stand-alone lease to subsidiaries of ARKO Corp. (NASDAQ: ARKO) which represented, in the aggregate, 12% of our total revenues for the year ended December 31, 2025.

• 127 properties in three separate unitary leases and two stand-alone leases to subsidiaries of Global Partners LP (NYSE: GLP) which represented, in the aggregate, 10% of our total revenues for the year ended December 31, 2025.

We may also undertake additional transactions with these or other existing tenants, which would further concentrate our sources of rental revenues. Many of our tenants, including those noted above, are part of larger corporate organizations and the financial distress of one subsidiary or other affiliated companies or businesses in those organizations may negatively impact the ability or willingness of our tenant to perform its obligations under its lease with us. The failure of a major tenant or their default in their rental and other obligations to us is likely to have a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price.

Our assets may be subject to impairment charges.

We periodically evaluate our real estate investments and other assets for impairment indicators. The judgment regarding the existence of impairment indicators is based on U.S. Generally Accepted Accounting Principles (“GAAP”), and includes a variety of factors such as market conditions, the accumulation of asset retirement costs due to changes in estimates associated with our estimated environmental liabilities, the status of significant leases, the financial condition of major tenants, and other assumptions and factors that could affect the cash flow from or fair value of our properties. During the years ended December 31, 2025 and 2024, we incurred $2.8 million and $4.0 million, respectively, of impairment charges. We may be required to take similar impairment charges, which could affect the implementation of our current business strategy and have a material adverse effect on our financial condition and results of operations.

Our accounting policies and methods are fundamental to how we record and report our financial position and results of operations, and they require management to make estimates, judgments and assumptions about matters that are inherently uncertain.

Our accounting policies and methods are fundamental to how we record and report our financial position and results of operations. We have identified several accounting policies as being critical to the presentation of our financial position and results of operations because they require management to make particularly subjective or complex judgments about matters that are inherently uncertain and because of the likelihood that materially different amounts would be recorded under different conditions or using different assumptions. We cannot provide any assurance that we will not make subsequent significant adjustments to our consolidated financial statements. Estimates, judgments and assumptions underlying our consolidated financial statements include, but are not limited to, receivables and related reserves, deferred rent receivable, income under direct financing leases, asset retirement obligations (including environmental remediation obligations and future environmental liabilities for pre-existing unknown environmental contamination), real estate, depreciation and amortization, carrying value of our properties, impairment of long-lived assets, litigation, accrued liabilities, income taxes and allocation of the purchase price of properties acquired to the assets acquired and liabilities assumed. If our accounting policies, methods, judgments, assumptions, estimates and allocations prove to be incorrect, or if circumstances change, our business, financial condition, revenues, operating expenses, results of operations, liquidity, ability to pay dividends or stock price may be materially adversely affected.

Amendments to the Accounting Standards Codification made by the Financial Accounting Standards Board (the “FASB”) or changes in accounting standards issued by other standard-setting bodies may adversely affect our reported revenues, profitability or financial position.

Our consolidated financial statements are subject to the application of GAAP in accordance with the Accounting Standards Codification, which is periodically amended by the FASB. The application of GAAP is also subject to varying interpretations over time. Accordingly, we are required to adopt amendments to the Accounting Standards Codification or comply with revised interpretations that are issued from time-to-time by recognized authoritative bodies, including the FASB and the SEC. Those changes could adversely affect our reported revenues, profitability or financial position.

If we fail to maintain effective internal controls over financial reporting, we may not be able to accurately and timely report our financial results.

Effective internal controls over financial reporting are necessary for us to provide reliable financial reports, effectively prevent fraud and operate successfully as a public company. If we cannot provide reliable financial reports or prevent fraud, our reputation and operating results would be harmed. We are required to perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on, and our independent registered public accounting firm to attest to, the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002.

As a result of material weaknesses or significant deficiencies that may be identified in our internal control over financial reporting in the future, we may also identify certain deficiencies in some of our disclosure controls and procedures that we believe require remediation. If we or our independent registered public accounting firm discover any such weaknesses or deficiencies, we will make efforts to further improve our internal control over financial reporting controls. However, there is no assurance that we will be successful. Any failure to maintain effective controls or timely effect any necessary improvement of our internal control over financial reporting

controls could harm operating results or cause us to fail to meet our reporting obligations, which could affect the listing of our common stock on the NYSE. Ineffective internal control over financial reporting and disclosure controls could also cause investors to lose confidence in our reported financial information, which would likely have a negative effect on the per share trading price of our common stock. For additional information regarding internal controls over financial reporting, see “Report of Independent Registered Public Accounting Firm” in “Item 8. Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.

The loss of certain members of our management team or Board of Directors could adversely affect our business or the market price of our common stock.

Our future success and ability to implement our business and investment strategy depends, in part, on our ability to attract and retain key management personnel and directors, and on the continued contributions of such persons, each of whom may be difficult to replace. As of December 31, 2025, we employ 31 employees given our status as a REIT and have a cost-effective management structure. We do not have any employment agreements with any of our executives. In the event of the loss of key management personnel or directors, or upon unexpected death, disability or retirement, we may not be able to attract, timely hire and retain key personnel with comparable skill, ability and industry expertise, which could have a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price.

We rely on information technology in our operations, and any material failure, inadequacy, interruption or security failure of that technology could harm our business. Additionally, our failure to comply with applicable privacy, data security or protection or cyber security laws could adversely affect our business.

We rely on information technology networks and systems, to process, transmit and store electronic information and to manage or support a variety of our business processes, including financial transactions and maintenance of records, which may include personal identifying information of tenants and lease data. We rely on commercially available systems, software, tools and monitoring to provide security for processing, transmitting and storing confidential tenant information, such as individually identifiable information relating to financial accounts. Although we have taken steps to protect the security of the data maintained in our information systems, it is possible that our security measures will not be able to prevent the systems’ improper functioning, or the improper disclosure of personally identifiable information such as in the event of cyber attacks. Security breaches, including physical or electronic break-ins, computer viruses, attacks by hackers and similar breaches, whether of our systems or those of our vendors or other third parties who hold or have access to our information, can create system disruptions, shutdowns or unauthorized disclosure of confidential information. Any failure by us, or our vendors or other third parties who hold or have access to our information to maintain proper function, security and availability of our information systems could interrupt our operations, damage our reputation, subject us to liability claims or regulatory penalties and could materially and adversely affect us.

In the future, we, directly or through our third-party service providers, may develop or use information technology systems or software that incorporate artificial intelligence (“AI”) capabilities into our business. As with many innovations, AI presents risks, challenges, and unintended consequences that could affect its adoption, and therefore our business. AI algorithms and training methodologies may be flawed, ineffective or inadequate. The rapid evolution of AI, particularly the anticipated government regulation of AI, could require significant resources for compliance, whether in the development, testing or maintenance of such systems or software. AI development or deployment practices by us or third-party providers could increase vulnerability to cybersecurity risks and require additional resources to implement heightened cybersecurity measures to protect the security of our data. These deficiencies and other failures of any potential AI systems could subject us to competitive harm, regulatory action, legal liability, and brand or reputational harm.

Governments are continuing to focus on privacy, cybersecurity, data protection, data security, and AI and it is possible that new privacy or data security laws will be passed or existing laws will be amended in a way that is material to our business. Any significant change to applicable laws, regulations, or industry practices regarding our employees’ and users’ data could require us to modify our business, services and products features, possibly in a material manner, and may limit our ability to develop new products, services, and features. Although we have made efforts to design our policies, procedures, and systems to comply with the current requirements of applicable state, federal, and foreign laws, changes to applicable laws and regulations in this area could subject us to additional regulation and oversight, any of which could significantly increase our operating costs.

Risks Related to Financing Our Business

We are dependent on external sources of capital which may not be available on favorable terms, or at all.

We are dependent on external sources of capital to maintain our status as a REIT and must distribute to our stockholders each year at least 90% of our net taxable income, excluding any net capital gain. Because of these distribution requirements, it is not likely that we will be able to fund all future capital needs, including acquisitions, from income from operations. Therefore, we will have to continue to rely on third-party sources of capital, which may or may not be available on favorable terms, or at all. We may need to access the capital markets in order to execute future significant acquisitions. There can be no assurance that sources of capital will be available to us on favorable terms, or at all.

Our principal sources of liquidity include cash flows from operations, funds available under our Credit Facility, proceeds from the offering of new debt or equity securities, including the sale of our common stock under our ATM Program, available cash and cash equivalents, and proceeds from future real estate asset sales.

The credit and note purchase agreements governing our borrowings contain customary financial covenants such as leverage, coverage ratios and minimum tangible net worth, as well as limitations on restricted payments, which may limit our ability to incur additional debt or pay dividends. These agreements also contain customary events of default, including cross defaults to each other, change of control and failure to maintain REIT status. Our ability to meet the terms of the agreements is dependent upon our continued ability to meet certain criteria, as further described in Note 4 in “Item 8. Financial Statements and Supplementary Data” in this Annual Report on Form 10-K, the performance of our tenants, and the other risks described in this section. If we are not in compliance with one or more of our covenants, which could result in an event of default under these agreements, there can be no assurance that our lenders would waive such non-compliance. This could have a material adverse effect on our business, financial condition, results of operation, liquidity, ability to pay dividends or stock price.

We have filed a registration statement with the SEC allowing us to offer, from time to time, an indefinite amount of equity and debt securities on an as-needed basis, including shares of our common stock under our ATM Program. The offering of new debt and equity securities will depend on a variety of factors to be determined by us, including among others, market conditions, prevailing interest rates, and the trading price of our common stock.

Our access to third-party sources of capital depends upon a number of factors including general market conditions, the market’s perception of our growth potential, financial stability, our current and potential future earnings and cash distributions, covenants and limitations imposed under our credit and note purchase agreements, and the market price of our common stock.

We are exposed to interest rate risk and there can be no assurances that we will manage or mitigate this risk effectively.

We are exposed to interest rate risk, primarily as a result of our borrowings under our Credit Facility. Borrowings under our Credit Facility bear interest at a variable rate and, accordingly, an increase in interest rates will increase the amount of interest we must pay under our Credit Facility. During inflationary periods, interest rates have historically increased, which would have a direct effect on the interest expense of our borrowings. Our interest rate risk may materially change in the future if we increase our borrowings under the Credit Facility, amend the credit and note purchase agreements governing our borrowings, seek other sources of debt or equity capital, or refinance our outstanding indebtedness. A significant increase in interest rates could also make it more difficult to find alternative financing on desirable terms. For additional information with respect to interest rate risk, see “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in this Annual Report on Form 10-K.

Risks Related to Our Investment Strategy

We may not be able to successfully implement our investment strategy.

We may not be able to successfully implement our investment strategy. We cannot assure that our portfolio of properties will expand at all, or if it will expand at any specified rate or to any specified size. As part of our overall growth strategy, we regularly review acquisition, financing and redevelopment opportunities, and we expect to continue to pursue investments that we believe will benefit our financial performance. We cannot assure that investment opportunities which meet our investment criteria will be available. Pursuing our investment opportunities may result in additional debt or new equity issuances, that may initially be dilutive to our net income, and such investments may not perform as we expect or produce the returns that we anticipate (including, without limitation, as a result of tenant bankruptcies, tenant concessions, our inability to collect rents and higher than anticipated operating expenses). Further, we may not be able to successfully integrate investments into our existing portfolio without operating disruptions or unanticipated costs. To the extent that our current sources of liquidity are not sufficient to fund such investments, we will require other sources of capital, which may or may not be available on favorable terms or at all. Additionally, to the extent that we increase the size of our portfolio, we may not be able to adapt our management, administrative, accounting and operational systems, or hire and retain sufficient operational staff to integrate investments into our portfolio or manage any future investments without operating disruptions or unanticipated costs. Moreover, our continued growth will require increased investment in management personnel, professional fees, other personnel, financial and management systems and controls and facilities, which will result in additional operating expenses. Under the circumstances described above, our results of operations, financial condition and growth prospects may be materially adversely affected.

We expect to acquire new properties and this may create risks.

We may acquire properties when we believe that an acquisition matches our business and investment strategies. These properties may have characteristics or deficiencies currently unknown to us that affect their value or revenue potential. It is possible that the operating performance of these properties may decline after we acquire them, or that they may not perform as expected. Further, if financed by additional debt or new equity issuances, our acquisition of properties may result in stockholder dilution. Our acquisition of properties will expose us to the liabilities of those properties, some of which we may not be aware of at the time of such acquisitions. We face competition in pursuing these acquisitions and we may not succeed in leasing acquired properties at rents sufficient to cover the costs of their acquisition and operations.

Newly acquired properties may require significant management attention that would otherwise be devoted to our ongoing business. We may not succeed in consummating desired acquisitions. Consequences arising from or in connection with any of the foregoing could have a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price.

We are pursuing redevelopment opportunities and this creates risks to our Company.

We have commenced a program to redevelop certain of our properties, and to recapture select properties from our net lease portfolio in order to redevelop such properties, for either a new convenience and gasoline use or for alternative single tenant net lease retail uses. The success at each stage of our redevelopment program is dependent on numerous factors and risks, including our ability to identify and extract qualified sites from our portfolio and successfully prepare and market them for alternative uses, and project development issues, including those relating to planning, zoning, licensing, permitting, third party and governmental authorizations, changes in local market conditions, increases in construction costs, the availability and cost of financing, and issues arising from possible discovery of new environmental contamination and the need to conduct environmental remediation. Occupancy rates and rents at any particular redeveloped property may fail to meet our original expectations for reasons beyond our control, including changes in market and economic conditions and the development by competitors of competing properties. We could experience increased and unexpected costs or significant delays or abandonment of some or all of these redevelopment opportunities. For any of the above-described reasons, and others, we may determine to abandon opportunities that we have already begun to explore or with respect to which we have commenced redevelopment efforts and, as a result, we may fail to recover expenses already incurred. We cannot assure you that we will be able to successfully redevelop and lease any of our identified opportunities or that our overall redevelopment program will be successful. Consequences arising from or in connection with any of the foregoing could have a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price.

Risks Related to Our Status as a REIT

Failure to qualify as a REIT under the federal income tax laws would have adverse consequences to our stockholders. Uncertain tax matters may have a significant impact on the results of operations for any single fiscal year or interim period or may cause us to fail to qualify as a REIT.

We elected to be treated as a REIT under the federal income tax laws beginning January 1, 2001. To qualify for taxation as a REIT, we must, among other requirements such as those related to the composition of our assets and gross income, distribute annually to our stockholders at least 90% of our taxable income, including taxable income that is accrued by us without a corresponding receipt of cash. Accordingly, we generally will not be subject to federal income tax on qualifying REIT income, provided that distributions to our stockholders equal at least the amount of our taxable income as defined under the Internal Revenue Code. But, we may have to borrow money or sell assets to satisfy such distribution requirements even if the then prevailing market conditions are not favorable for these borrowings. Many of the REIT requirements are highly technical and complex. If we were to fail to meet the requirements, we may be subject to federal income tax, excise taxes, penalties and interest or we may have to pay a deficiency dividend. We may have to borrow money or sell assets to pay such a deficiency dividend.

We cannot guarantee that we will continue to qualify in the future as a REIT. We cannot give any assurance that new legislation, regulations, administrative interpretations or court decisions will not significantly change the requirements relating to our qualification. If we fail to qualify as a REIT, we would not be allowed a deduction for distributions to stockholders in computing our taxable income and will again be subject to federal income tax at regular corporate rates, we could be subject to the federal alternative minimum tax for taxable years beginning before 2019, we could be required to pay significant income taxes and we would have less money available for our operations and distributions to stockholders. This would likely have a significant adverse effect on the value of our securities. We could also be precluded from treatment as a REIT for four taxable years following the year in which we lost the qualification, and all distributions to stockholders would be taxable as regular corporate dividends to the extent of our current and accumulated earnings and profits. Loss of our REIT status could have a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price.

The U.S. federal income tax treatment of the cash that we might receive from cash settlement of a forward sales agreement related to follow-on public equity offerings or our ATM Program is unclear and could jeopardize our ability to meet the REIT qualification requirements.

In the event that we elect to settle any forward sales agreement for cash and the settlement price is below the applicable forward sales price, we would be entitled to receive a cash payment from the relevant forward purchaser. Under Section 1032 of the Code, generally, no gains and losses are recognized by a corporation in dealing in its own shares, including pursuant to a “securities futures contract,” as defined in the Code by reference to the Exchange Act. Although we believe that any amount received by us in exchange for our stock would qualify for the exemption under Section 1032 of the Code, because it is not entirely clear whether a forward sales agreement qualifies as a “securities futures contract,” the U.S. federal income tax treatment of any cash settlement payment we receive is uncertain. In the event that we recognize a significant gain from the cash settlement of a forward sales agreement, we might not be able to satisfy the gross income requirements applicable to REITs under the Code. In that case, we may be able to rely upon the relief provisions under the Code in order to avoid the loss of our REIT status. Even if the relief provisions apply, we will be subject to a 100%

tax on the greater of (i) the excess of 75% of our gross income (excluding gross income from prohibited transactions) over the amount of such income attributable to sources that qualify under the 75% test or (ii) the excess of 95% of our gross income (excluding gross income from prohibited transactions) over the amount of such gross income attributable to sources that qualify under the 95% test, multiplied in either case by a fraction intended to reflect our profitability. In the event that these relief provisions were not available, we could lose our REIT status under the Code.

There is a risk of changes in the tax law applicable to real estate investment trusts.

Because the IRS, the United States Treasury Department and Congress frequently review federal income tax legislation, we cannot predict whether, when or to what extent new federal tax laws, regulations, interpretations or rulings will be adopted. Any of such legislative actions may prospectively or retroactively modify our tax treatment and, therefore, may adversely affect taxation of us and/or our investors.

In order to preserve our REIT status, our charter limits the number of shares a person may own, which may discourage a takeover that could result in a premium price for our common stock or otherwise benefit our stockholders.

Our charter, with certain exceptions, authorizes our Board of Directors to take such actions as are necessary and desirable to preserve our qualification as a REIT for federal income tax purposes. Unless exempted by our Board of Directors, no person may (i) own, or be deemed to own by virtue of certain constructive ownership provisions of the Internal Revenue Code, in excess of 5.0% (in value or in number of shares, whichever is more restrictive) of the aggregate of the outstanding shares of our common stock or (ii) own, or be deemed to own by virtue of certain other constructive ownership provisions of the Internal Revenue Code, in excess of 9.9% (by value or number of shares, whichever is more restrictive) of the outstanding shares of our common stock, which may discourage large investors from purchasing our stock. This restriction may have the effect of delaying, deferring or preventing a change in control, including an extraordinary transaction (such as a merger, tender offer or sale of all or substantially all of our assets) that might provide a premium price for our common stock or otherwise be in the best interest of our stockholders.

Risks Related to Ownership of Our Securities

Changes in market conditions could adversely affect the market price of our publicly traded common stock.

As with other publicly traded securities, the market price of our publicly traded common stock depends on various market conditions, which may change from time-to-time. Among the market conditions that may affect the market price of our publicly traded common stock are the following:

• our financial condition and performance and that of our significant tenants;
• the market’s perception of our growth potential and potential future earnings;
• the reputation of REITs generally and the reputation of REITs with portfolios similar to us;
• the attractiveness of the securities of REITs in comparison to securities issued by other entities (including securities issued by other real estate companies);
• an increase in market interest rates, which may lead prospective investors to demand a higher distribution rate in relation to the price paid for publicly traded securities;
• the extent of institutional investor interest in us; and
• general economic and financial market conditions.

We may change our dividend policy and the dividends we pay may be subject to significant change.

The decision to declare and pay dividends on our common stock in the future, as well as the timing, amount and composition of any such future dividends, will be at the sole discretion of our Board of Directors and will depend upon such factors as the Board of Directors deems relevant and the dividend paid may vary from expected amounts. Any change in our dividend policy could adversely affect our business and the market price of our common stock. In addition, the credit and note purchase agreements governing our borrowings prohibit the payments of dividends during certain events of default. No assurance can be given that our financial performance in the future will permit our payment of any dividends or that the amount of dividends we pay, if any, will not change significantly. Under the Maryland General Corporation Law (“MGCL”), our ability to pay dividends would be restricted if, after payment of the dividend, (i) we would not be able to pay indebtedness as it becomes due in the usual course of business or (ii) our total assets would be less than the sum of our liabilities plus the amount that would be needed, if we were to be dissolved, to satisfy the rights of any stockholders with liquidation preferences. There currently are no stockholders with liquidation preferences.

No assurance can be given that our financial performance in the future will permit our payment of any dividends. The credit and note purchase agreements governing our borrowings contain customary financial covenants such as availability, leverage and coverage ratios and minimum tangible net worth, as well as limitations on restricted payments, which may limit our ability to incur additional debt or pay dividends. As a result of the factors described above, we may experience material fluctuations in future operating results on a quarterly or annual basis, which could materially and adversely affect our business, stock price and ability to pay dividends.

Future issuances of equity securities could dilute the interest of holders of our equity securities.

Our future growth depends upon our ability to raise additional capital. If we were to raise additional capital through the issuance of equity securities, such issuance, the receipt of the net proceeds thereof and the use of such proceeds may have a dilutive effect on our expected earnings per share, funds from operations per share and adjusted funds from operations per share. The actual amount of such dilution cannot be determined at this time and will be based on numerous factors. Additionally, we are not restricted from issuing additional shares of our common stock or preferred stock, including any securities that are convertible into or exchangeable for, or that represent the right to receive, common stock or preferred stock or any substantially similar securities in the future. The market price of our common stock could decline as a result of sales of a large number of shares of our common stock in the market after an offering or the perception that such sales could occur.

Provisions contained in a forward sales agreement related to follow-on public equity offerings or our ATM Program could result in substantial dilution to our earnings per share and return on equity or result in substantial cash payment obligations.

We have previously entered into forward sales agreements and may in the future enter into additional forward sales agreements related to follow-on public equity offerings or our ATM Program, that subject us to certain risks. If we enter into one or more forward sales agreements in connection with follow-on public equity offerings or our ATM Program, the relevant forward purchaser will have the right to accelerate its forward sales agreement (with respect to all or any portion of the transaction under such forward sales agreement that the forward purchaser determines is affected by an event described below) and require us to physically settle on a date specified by such forward purchaser if:

• in such forward purchaser’s good faith, commercially reasonable judgment, it or its affiliate (x) is unable to hedge its exposure under such forward sales agreement because an insufficient number of shares of our common stock have been made available for borrowing by securities lenders or (y) would incur a stock loan cost in excess of a specified threshold to hedge its exposure under such forward sales agreement;
• we declare any dividend, issue or distribution on shares of our common stock (a) payable in cash in excess of specified amounts (unless it is an extraordinary dividend), (b) payable in securities of another company that we acquire or own (directly or indirectly) as a result of a spin-off or similar transaction, or (c) payable in any other type of securities (other than shares of our common stock), rights, warrants or other assets for payment at less than the prevailing market price;
• certain ownership thresholds applicable to such forward purchaser and its affiliates are exceeded;
• an event is announced that if consummated would result in a specified extraordinary event (including certain mergers or tender offers, as well as certain events involving our nationalization, or insolvency, or a delisting of shares of our common stock) or the occurrence of a change in law under such forward sales agreement; or
• certain other events of default or termination events occur, including, among others, any material misrepresentation made in connection with such forward sales agreement (each as more fully described in each forward sales agreement).

A forward purchaser’s decision to exercise its right to accelerate the physical settlement of any forward sales agreement and require us to physically settle on a date specified by such forward purchaser could be made irrespective of our interests, including our need for capital. In such cases, we could be required to issue and deliver shares of shares of our common stock under the physical settlement provisions of the applicable forward sales agreement, irrespective of our capital needs, which would result in dilution to our earnings per share and return on equity.

We expect that settlement of any forward sales agreement will generally occur no later than the date specified in the particular forward sales agreement, which will be no earlier than three months or later than two years following the trade date of that forward sale agreement. However, any forward sales agreement may be settled earlier than that specified date in whole or in part at our option. Subject to certain conditions, we have the right to elect physical, cash or net share settlement under each forward sales agreement. We intend to physically settle each forward sales agreement by delivery of shares of our common stock. However, we may elect to cash settle or net share settle such forward sales agreement. Delivery of shares of our common stock upon physical settlement (or, if we elect net share settlement of a particular forward sales agreement, upon such settlement to the extent we are obligated to deliver shares of our common stock) will result in dilution to our earnings per share and return on equity. If we elect cash settlement or net share settlement with respect to all or a portion of the shares of common stock underlying a particular forward sales agreement, we expect the applicable

forward purchaser (or an affiliate thereof) to purchase a number of shares of our common stock in secondary market transactions over an unwind period to:

• return shares of our common stock to securities lenders in order to unwind such forward purchaser’s hedge (after taking into consideration any shares of our common stock to be delivered by us to such forward purchaser, in the case of net share settlement); and
• if applicable, in the case of net share settlement, deliver shares of our common stock to us to the extent required in settlement of such forward sales agreement.

The purchase of shares of our common stock in connection with a forward purchaser or its affiliate unwinding such forward purchaser’s hedge positions could cause the price of shares of our common stock to increase over such time (or prevent a decrease over such time), thereby increasing the amount of cash we would owe to such forward purchaser (or decreasing the amount of cash that such forward purchaser would owe to us) upon a cash settlement of the relevant forward sales agreement or increasing the number of shares of our common stock we would deliver to such forward purchaser (or decreasing the number of shares of our common stock that such forward purchaser would deliver to us) upon net share settlement of the relevant forward sales agreement.

The forward sales price that we expect to receive upon physical settlement of a particular forward sales agreement will be subject to adjustment on a daily basis based on a floating interest rate factor equal to the overnight bank rate less a spread and will be decreased based on amounts related to expected dividends on shares of our common stock during the term of the applicable forward sales agreement. If the overnight bank rate is less than the spread for a particular forward sales agreement on any day, the interest factor will result in a daily reduction of the applicable forward sales price. If the volume-weighted average price at which a particular forward purchaser (or its affiliate) is able to purchase (or is deemed able to purchase) shares during the applicable unwind period under a particular forward sales agreement is above the relevant forward sales price, in the case of cash settlement, we would pay the relevant forward purchaser under such forward sales agreement an amount in cash equal to the difference or, in the case of net share settlement, we would deliver to such forward purchaser a number of shares of our common stock having a value equal to the difference. Thus, we could be responsible for a potentially substantial cash payment in the case of cash settlement. If the volume-weighted average price at which a particular forward purchaser (or its affiliate) is able to purchase (or is deemed able to purchase) shares during the applicable unwind period under that particular forward sales agreement is below the relevant forward sales price, in the case of cash settlement, we would be paid the difference in cash by the relevant forward purchaser under that particular forward sales agreement or, in the case of net share settlement, we would receive from such forward purchaser a number of shares of our common stock having a value equal to the difference.

In case of our bankruptcy or insolvency, any forward sales agreement related to follow-on public equity offerings or our ATM Program that is in effect will automatically terminate, and we would not receive the expected proceeds from any forward sales of shares of our common stock.

If we or a regulatory authority with jurisdiction over us institutes, or we consent to, a proceeding seeking a judgment in bankruptcy or insolvency or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or we or a regulatory authority with jurisdiction over us presents a petition for our winding-up or liquidation, or we consent to such a petition, any forward sales agreement that is then in effect will automatically terminate. If any such forward sales agreement so terminates under these circumstances, we would not be obligated to deliver to the relevant forward purchaser any shares of common stock not previously delivered, and the relevant forward purchaser would be discharged from its obligation to pay the applicable forward sales price per share in respect of any shares of common stock not previously settled under the applicable forward sales agreement. Therefore, to the extent that there are any shares of common stock with respect to which any forward sales agreement has not been settled at the time of the commencement of any such bankruptcy or insolvency proceedings, we would not receive the relevant forward sales price per share in respect of those shares of common stock.

Maryland law may discourage a third-party from acquiring us.

We are subject to the provisions of the Maryland Business Combination Act (the “Business Combination Act”) which prohibits transactions between a Maryland corporation and an interested stockholder or an affiliate of an interested stockholder for five years after the most recent date on which the interested stockholder becomes an interested stockholder. Generally, pursuant to the Business Combination Act, an “interested stockholder” is a person who, together with affiliates and associates, beneficially owns, directly or indirectly, 10% or more of a Maryland corporation’s voting stock. These provisions could have the effect of delaying, preventing or deterring a change in control of our Company or reducing the price that certain investors might be willing to pay in the future for shares of our capital stock. Additionally, the Maryland Control Share Acquisition Act may deny voting rights to shares involved in an acquisition of one-tenth or more of the voting stock of a Maryland corporation. In our charter and bylaws, we have elected not to have the Maryland Control Share Acquisition Act apply to any acquisition by any person of shares of stock of our Company. However, in the case of the control share acquisition statute, our Board of Directors may opt to make this statute applicable to us at any time by amending our bylaws, and may do so on a retroactive basis. Finally, the “unsolicited takeovers” provisions of the MGCL permit our Board of Directors, without stockholder approval and regardless of what is currently provided in our charter or bylaws, to implement certain

provisions that may have the effect of inhibiting a third-party from making an acquisition proposal for our Company or of delaying, deferring or preventing a change in control of our Company under circumstances that otherwise could provide the holders of our common stock with the opportunity to realize a premium over the then current market price or that stockholders may otherwise believe is in their best interests; however, on February 23, 2022, our Board of Directors adopted a resolution prohibiting us from electing to be subject to the classified board provisions of Section 3-803 of the MGCL, unless such election is first approved by the stockholders of the Corporation by the affirmative vote of at least a majority of the votes cast on the matter by stockholders entitled to vote generally in the election of directors.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

Risk Management and Strategy

We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information. Our cybersecurity risk management program includes the implementation of a cybersecurity incident response plan. This plan was developed with support from our Audit Committee and in consultation with key stakeholders across our organization to ensure it accurately reflects their respective roles and responsibilities. The plan has been selectively disseminated throughout our organization to ensure appropriate coverage and to foster a cohesive and informed response to cybersecurity incidents.

We design and assess our program based on industry standards to align closely with information security frameworks and guidelines. This does not imply that we meet or are in compliance with any particular technical standards, specifications, or requirements, only that we use the frameworks as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business. Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas. We utilize a commercially available third-party hosted cloud network environment with commercially available systems, software, tools and monitoring to provide security to protect our information and data and alert us to potential information security breaches. The third party engaged by us to oversee and host our network was engaged, in part, because of its experience with information security and data protection and products designed to manage against information and data security breaches. We conduct mandatory annual cybersecurity training for employees and have information security and data privacy policies and procedures in place applicable to our directors, officers, and employees.

We previously engaged an outside consultant to conduct a comprehensive cybersecurity assessment, the methodology for which was based on information security frameworks and guidelines such as the National Institute of Standards and Technology (NIST), Center for Information Security (CIS), and ISO27001. Management reviewed the results of the assessment with the Audit Committee and is working with consultants, auditors, and other third parties to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means.

While we have not experienced any cybersecurity incidents to date, the scope and impact of any future incidents cannot be predicted and there can be no assurance that our cybersecurity risk management program will be effective in preventing material cybersecurity incidents in the future. For additional information, see “Item 1A. Risk Factors—Risks Related to Our Business and Operations—We rely on information technology in our operations, and any material failure, inadequacy, interruption or security failure of that technology could harm our business. Additionally, our failure to comply with applicable privacy, data security or protection or cyber security laws could adversely affect our business” in this Annual Report on Form 10-K.

Management and Board Oversight

Our Board of Directors actively considers cybersecurity risk as part of its risk oversight function and has delegated oversight of cybersecurity and other information technology risk to the Audit Committee. The Audit Committee is instrumental in overseeing the implementation of our cybersecurity risk management program by management.The Audit Committee receives detailed quarterly reports from management about our cybersecurity risks, and management provides timely updates to the Audit Committee about any significant cybersecurity incidents, as well as those with lesser impact potential if deemed appropriate to do so.

The Audit Committee informs the full Board of Directors about its activities, including those related to cybersecurity. The full Board of Directors also receives briefings from management on our cybersecurity risk management program. Members of the Board of Directors are kept abreast of cybersecurity developments through presentations by our Chief Financial Officer or external experts as part of their ongoing education on issues impacting public companies. Our management team, including our Chief Financial Officer, and members of the Audit Committee play a pivotal role in assessing and managing material risks stemming from cybersecurity threats. The management team is primarily responsible for the oversight of our overall cybersecurity risk management program, and coordinates with our external cybersecurity consultants. Efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents are supervised by our management team. These efforts include briefings from internal security personnel, leveraging threat intelligence and information from governmental, public, and private sources, engagement with external consultants, and utilizing alerts and reports generated by our security tools within the IT environment.

Item 2. Properties

Substantially all of our properties are leased on a triple-net basis to convenience store operators, petroleum distributors, express tunnel car wash operators and other automotive-related and retail tenants. Our tenants are responsible for the operations conducted at our properties, including the payment of all taxes, maintenance, repair, insurance and other operating expenses. We manage and evaluate our operations as a single segment.

We independently obtain and maintain a program of insurance which we believe adequately covers our owned and leased properties for casualty and liability risks. Our insurance program is underwritten in view of primary insurance coverages which we require to be provided by substantially all of our tenants for properties they lease from us, including in respect to casualty, liability, pollution legal liability, fire and extended coverage risks.

The following table summarizes the geographic distribution of our properties as of December 31, 2025. In addition, we lease approximately 11,100 square feet of office space at 292 Madison Avenue, New York, New York for our corporate headquarters, which we believe will remain suitable and adequate for such purposes for the immediate future.

	Owned by<br>Getty Realty		Leased by<br>Getty Realty		Total<br>Properties<br>by State		Percent<br>of Total<br>Properties
New York		162		17		179		15.2	%
Texas		123		—		123		10.5
Massachusetts		99		4		103		8.8
Connecticut		61		4		65		5.5
South Carolina		58		—		58		4.9
Virginia		55		1		56		4.8
North Carolina		51		—		51		4.3
New Hampshire		44		—		44		3.7
Maryland		40		2		42		3.6
Michigan		42		—		42		3.6
New Jersey		40		1		41		3.5
California		32		—		32		2.7
Washington State		30		—		30		2.5
Arizona		28		—		28		2.4
Georgia		25		—		25		2.1
Ohio		25		—		25		2.1
Colorado		23		—		23		2.0
Pennsylvania		20		—		20		1.7
Nevada		20		—		20		1.7
Florida		19		—		19		1.6
Arkansas		13		—		13		1.1
Missouri		13		—		13		1.1
Oregon		13		—		13		1.1
Kentucky		12		—		12		1.0
Mississippi		11		—		11		0.9
Hawaii		10		—		10		0.9
Kansas		9		—		9		0.8
Maine		8		—		8		0.7
Tennessee		8		—		8		0.7
Louisiana		6		—		6		0.5
Minnesota		6		—		6		0.5
New Mexico		5		—		5		0.4
Oklahoma		5		—		5		0.4
Alabama		4		—		4		0.3
North Dakota		4		—		4		0.3
Illinois		3		—		3		0.3
Nebraska		3		—		3		0.3
Vermont		3		—		3		0.3
Indiana		2		—		2		0.2
Iowa		2		—		2		0.2
Rhode Island		2		—		2		0.2
Washington, D.C.		2		—		2		0.2
West Virginia		2		—		2		0.2
South Dakota		1		—		1		0.1
Wisconsin		1		—		1		0.1
Total		1,145		29		1,174		100.0	%

The properties that we lease from third parties have a remaining lease term, including renewal and extension option terms, averaging approximately 7.8 years. The following table sets forth information regarding lease expirations, including renewal and extension option terms, for properties that we lease from third parties:

	Number of<br>Leases<br>Expiring		Percent of<br>Total Leased<br>Properties			Percent<br>of Total<br>Properties
2026		4		13.8	%		0.3	%
2027		3		10.3			0.3
2028		1		3.5			0.1
2029		1		3.5			0.1
2030		2		6.9			0.2
Subtotal	11			38.0			1.0
Thereafter		18		62.0			1.5
Total		29		100.0	%		2.5	%

For the year ended December 31, 2025, revenues from rental properties, which includes base rental income, additional rental income, if any, and certain GAAP revenue recognition adjustments, were $219.6 million, an average of approximately $191 thousand per property given the 1,148 average rental properties held during the year. For the year ended December 31, 2024, revenues from rental properties were $198.7 million, an average of $178 thousand per property given the 1,115 average rental properties held during the year. Rental property lease expirations and annualized base rent (“ABR”) as of December 31, 2025 are as follows (dollars in thousands):

	Number of<br>Properties (a)		ABR (b)		Percentage<br>of Total ABR
2026		20	$	2,426		1.1	%
2027		162		12,616		5.7
2028		49		9,037		4.1
2029		75		12,630		5.7
2030		52		6,229		2.8
2031		69		11,421		5.2
2032		142		18,915		8.6
2033		52		8,447		3.8
2034		82		11,807		5.3
2035		88		20,542		9.3
Thereafter		389		107,135		48.4
Subtotal		1,180	$	221,205		100.0	%
Redevelopment		2		—		—
Vacant		3		—		—
Total		1,185	$	221,205		100.0	%

• Reflects certain properties that have multiple leases.
• Represents the monthly base rent due from tenants under existing leases as of December 31, 2025, multiplied by 12.

Item 3. Legal Proceedings

We are involved in various legal proceedings, many of which we consider to be routine and incidental to our business. Many of these legal proceedings involve claims relating to alleged discharges of petroleum into the environment at current and former gasoline stations. We routinely assess our liabilities and contingencies in connection with these matters based upon the latest available information. The following is a description of material legal proceedings, including those involving private parties and governmental authorities under federal, state and local laws regulating the discharge of hazardous substances into the environment. We are vigorously defending all of the legal proceedings against us, including each of the legal proceedings listed below. As of December 31, 2025, we had accrued amounts for certain of these matters which we believe were appropriate based on information then currently available. It is possible that losses related to these legal proceedings could exceed the amounts accrued as of December 31, 2025, and that such additional losses could cause a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price.

MTBE Litigation – State of Pennsylvania

On July 7, 2014, our subsidiary, Getty Properties Corp., was served with a complaint filed by the Commonwealth of Pennsylvania (the “State”) in the Court of Common Pleas, Philadelphia County relating to alleged statewide MTBE contamination in Pennsylvania. The named plaintiff is the State, by and through (then) Pennsylvania Attorney General Kathleen G. Kane (as Trustee of the waters of the State), the Pennsylvania Insurance Department (which governs and administers the Underground Storage Tank Indemnification Fund), the Pennsylvania Department of Environmental Protection (vested with the authority to protect the environment) and the Pennsylvania Underground Storage Tank Indemnification Fund. The complaint names us and more than 50 other defendants, including Exxon Mobil, Atlantic Richfield Company, BP, Buckeye Refining Company, Chevron, Citgo, ConocoPhillips, Cumberland Farms, Energy Transfer Partners L.P., Gulf, Lukoil Americas, Getty Petroleum Marketing Inc., Marathon Oil, Hess, Pennzoil Company, Shell Oil, Sunoco, Texaco, Valero, as well as other petroleum manufacturers, refiners, transporters, distributors and retailers of MTBE or gasoline containing MTBE who are alleged to have manufactured, distributed, stored and sold MTBE gasoline in Pennsylvania. The complaint seeks compensation for natural resource damages and for injuries sustained as a result of “defendants’ unfair and deceptive trade practices and act in the marketing of MTBE and gasoline containing MTBE.” The plaintiffs also seek to recover costs paid or incurred by the State to detect, treat and remediate MTBE from public and private water wells and groundwater. The plaintiffs assert causes of action against all defendants based on multiple theories, including strict liability – defective design; strict liability – failure to warn; public nuisance; negligence; trespass; and violation of consumer protection law.

The case was filed in the Court of Common Pleas, Philadelphia County, but was removed by defendants to the United States District Court for the Eastern District of Pennsylvania and then transferred to the United States District Court for the Southern District of New York so that it may be managed as part of the ongoing MTBE MDL proceedings. In November 2015, plaintiffs filed a Second Amended Complaint naming additional defendants and adding factual allegations against the defendants. We joined with other defendants in the filing of a motion to dismiss the claims against us, which was granted in part and denied in part.

The initial discovery phase of the litigation has concluded, and the U.S. District Court for the Southern District of New York has approved the transfer of certain discovered focus sites to the U.S. District Court for the Eastern District of Pennsylvania for trial. Our focus sites were not among those transferred for trial. The U.S. District Court for the Southern District of New York has retained the remainder of the focus sites for additional discovery, and upon completion of such discovery, additional pretrial motion practice is anticipated. Once all pretrial motions pertaining to this phase of the litigation are concluded, the remainder of the case is expected to be remanded to the Eastern District of Pennsylvania for trial. Multiple defendants in the case have settled with plaintiff. We continue to vigorously defend the claims made against us. We have recorded an accrual in connection with this matter based on management’s judgment that a loss is probable and the amount is reasonably estimable. Our ultimate liability in this proceeding is uncertain and subject to numerous contingencies, the outcome of which are not yet known.

MTBE Litigation – State of Maryland

On December 17, 2017, the State of Maryland, by and through the Attorney General on behalf of the Maryland Department of Environment and the Maryland Department of Health (the “State of Maryland”), filed a complaint in the Circuit Court for Baltimore City related to alleged statewide MTBE contamination in Maryland. The complaint was served upon us on January 19, 2018. The complaint names us and more than 60 other defendants, including Exxon Mobil, APEX Oil, Astra Oil, Atlantic Richfield, BP, Chevron, Citgo, ConocoPhillips, Hess, Kinder Morgan, Lukoil, Marathon, Shell, Sunoco, Texaco, Valero, Cumberland Farms, Duke Energy, El Paso Merchant Energy-Petroleum, Energy Transfer Partners, Equilon Enterprises, ETP Holdco, George E. Warren Corporation, Getty Petroleum Marketing, Inc., Gulf, Guttman Energy, Hartree Partners, Holtzman Oil, Motiva Enterprises, Nustar Terminals Operations Partnership, Phillips 66, Premcor, 7-Eleven, Sheetz, Total Petrochemicals & Refining USA, Transmontaigne Product Services, Vitol S.A., WAWA, and Western Refining. Subsequent to service of the complaint, the defendants removed the case to the United States District Court for the District of Maryland. The complaint seeks compensation for natural resource damages and for injuries sustained as a result of the defendants’ unfair and deceptive trade practices in the marketing of MTBE and gasoline containing MTBE. The plaintiffs also seek to recover costs paid or incurred by the State of Maryland to detect, investigate, treat and remediate MTBE from public and private water wells and groundwater, punitive damages and the award of attorneys’ fees and litigation costs. The plaintiffs assert causes of action against all defendants based on multiple theories, including strict liability – defective design; strict liability – failure to warn; strict liability for abnormally dangerous activity; public nuisance; negligence; trespass; and violations of Titles 4, 7 and 9 of the Maryland Environmental Code.

We are vigorously defending the claims made against us. We have recorded an accrual in connection with this matter based on management’s judgment that a loss is probable and the amount is reasonably estimable. Our ultimate liability, if any, in this proceeding is uncertain and subject to numerous contingencies the outcome of which are not yet known.

Matters related to our former Newark, New Jersey Terminal and the Lower Passaic River

In 2004, the United States Environmental Protection Agency (“EPA”) issued General Notice Letters (“GNL”) to over 100 entities, including us, alleging that they are potentially responsible parties (“PRPs”) with respect to a 17-mile stretch of the Passaic River from Dundee Dam to the Newark Bay and its tributaries (the Lower Passaic River Study Area or “LPRSA”). The LPRSA is part of the

Diamond Alkali Superfund Site (“Superfund Site”) that includes the former Diamond Shamrock Corporation manufacturing facility located at 80-120 Lister Ave. in Newark, New Jersey (the “Diamond Shamrock Facility”), the LPRSA, and the Newark Bay Study Area (i.e, Newark Bay and portions of surrounding rivers and channels). One of the GNL recipients is Occidental Chemical Corporation (“Occidental”), the predecessor to the former owner/operator of the Diamond Shamrock Facility responsible for the discharge of 2,3,8,8-TCDD (“dioxin”) and other hazardous substances. In May 2007, over 70 GNL recipients, including us, entered into an Administrative Settlement Agreement and Order on Consent (“AOC”) with the EPA to perform a Remedial Investigation and Feasibility Study (“RI/FS”) for the LPRSA to address investigation and evaluation of alternative remedial actions with respect to alleged damages to the entire 17-mile LPRSA, which the EPA has designated Operable Unit 4 or “OU4”. Many of the parties to the AOC, including us, are also members of a Cooperating Parties Group (“CPG”). In 2015, the CPG submitted a draft RI/FS to the EPA setting forth various alternatives for remediating the LPRSA. In October 2018, the EPA issued a letter directing the CPG to prepare a streamlined feasibility study for just the upper 9-miles of the LPRSA. On December 4, 2020, the CPG submitted a Final Draft Interim Remedy Feasibility Study (“IR/FS”) to the EPA which identified various targeted dredge and cap alternatives for the upper 9-miles of the LPRSA. On September 28, 2021, the EPA issued a Record of Decision (“ROD”) for the upper 9-mile IR/FS (“Upper 9-mile IR ROD”) consisting of dredging and capping to control sediment sources of dioxin and polychlorinated biphenyls at an estimated cost of $441.0 million.

In addition to the RI/FS activities, in June 2012, certain members of the CPG entered into an Administrative Settlement Agreement and Order on Consent (“10.9 AOC”) with the EPA to perform certain remediation activities, including removal and capping of sediments at the river mile 10.9 area and certain testing, which remedial work has been completed. Concurrent with the CPG’s work on the RI/FS, on April 11, 2014, the EPA issued a draft Focused Feasibility Study (“FFS”) with proposed remedial alternatives to remediate the lower 8.3-miles of the LPRSA. On March 4, 2016, the EPA issued a ROD for the lower 8.3-miles (“Lower 8-mile ROD”) selecting a remedy that involves bank-to-bank dredging and installing an engineered cap with an estimated cost of $1.38 billion.

On March 31, 2016, the EPA issued a “Notice of Potential Liability and Commencement of Negotiations for Remedial Design” (“Notice”) to more than 100 PRPs, including us, which informed the recipients that the EPA intends to seek an Administrative Order on Consent and Settlement Agreement with Occidental (who the EPA considers the primary contributor of dioxin and other pesticides generated from the production of Agent Orange at its Diamond Shamrock Facility and a discharger of other contaminants of concern (“COCs”) to the Superfund Site) requiring Occidental to prepare the remedial design of the remedy selected in the Lower 8-mile ROD. The EPA has designated the lower 8.3 miles of the LPRSA as Operable Unit 2 or “OU2”, which is geographically subsumed within OU4. On September 30, 2016, Occidental entered into an agreement with the EPA to perform the remedial design for OU2.

By letter dated March 30, 2017, the EPA advised the recipients of the Notice that it would be entering into cash out settlements with certain PRPs who the EPA stated did not discharge any of the eight hazardous substances identified as a COC in the Lower 8-mile ROD to resolve their alleged liability for OU2. Cash out settlements were finalized in 2018 and 2021 with a total of 21 PRPs. The EPA’s March 30, 2017 letter also stated that other parties who did not discharge dioxins, furans or polychlorinated biphenyls (which are considered the COCs posing the greatest risk to the river) may also be eligible for cash out settlements, and that the EPA would begin a process for identifying such other PRPs for negotiation of future cash out settlements and to initiate negotiations with Occidental and other major PRPs for the implementation and funding of the OU2 remedy. In August 2017, the EPA appointed an independent third-party allocation expert to conduct a confidential allocation proceeding that would assign non-binding shares of responsibility to PRPs identified by the EPA for cash out settlements. Most of the PRPs identified by the EPA, including the Company, participated in the allocation process. Occidental did not participate in the allocation proceedings, but on June 30, 2018, filed a complaint in the United States District Court for the District of New Jersey listing over 120 defendants, including us, seeking cost recovery and contribution under the Comprehensive Environmental Response, Compensation, and Liability Act for response costs incurred and to be incurred relating to the LPRSA, including the investigation, design, and anticipated implementation of the OU2 remedy (the “Occidental Lawsuit”). We continue to defend the claims asserted in the Occidental Lawsuit individually and in coordination with a group of several other named defendants known as the “Small Parties Group” or “SPG” consistent with our defenses in the related proceedings. On January 5, 2024, the Court entered an Order to Stay the Occidental Lawsuit pending the Court’s adjudication of a Motion to Enter the Modified Consent Decree filed by the United States on January 31, 2024, as discussed below.

The allocator issued a final Allocation Recommendation Report in December 2020, which was based upon an allocation methodology approved by the EPA that contains associated allocation shares for each of the parties invited to participate in the allocation, including Occidental - who the allocator concluded was responsible for more than 99% of the costs to implement the OU2 remedy. As a result of the allocation process, the EPA and 85 parties (the “Settling Parties”), including us, began settlement negotiations and reached an agreement on a cash-out settlement to resolve their alleged liability for the remediation of the entire LPRSA. The EPA concluded that the Settling Parties, individually and collectively, were responsible for only a minor share of the response costs incurred and to be incurred at or in connection with implementing the OU2 and OU4 remedies for the entire 17-mile Lower Passaic River.

In December 2022, the EPA and the Settling Parties finalized their agreement in a proposed consent decree (“CD”), pursuant to which and without admitting liability, the Settling Parties agree to pay the EPA the collective sum of $150.0 million in exchange for contribution protection from claims by non-settling PRPs (including Occidental) for the matters addressed in the CD and the issuance of a notice of completion by the EPA of both the 2007 RI/FS AOC and the 10.9 AOC, upon completion of certain defined tasks in the CD. All 85 Settling Parties contributed to an escrow account agreed upon shares of the settlement amount, which are subject to a confidentiality agreement. Our settlement contribution was in line with legal reserves we had previously established. On December 16, 2022, the United States filed an action in the New Jersey District Court against the Settling Defendants which included lodging of the proposed CD to resolve claims against the Settling Parties for costs associated with cleaning up the LPRSA (the “CD Action”). On December 22, 2022, the EPA published a notice of lodging of the proposed CD in the Federal Register, opening a 45-day public comment period, which was subsequently extended to 90-days. On December 23, 2022, Occidental filed a motion to intervene in the CD Action and subsequently filed voluminous comments objecting to the entry of the proposed CD. On January 17, 2024, the United States informed the Court that it completed reviewing public comments, including those from Occidental, and found no reasons to consider the proposed CD as inappropriate, improper, or inadequate. Nevertheless, the United States decided that certain limited changes to the CD should be made prior to moving for approval thereof. These changes involved removing three parties and a modification to the United States' reservation of rights. The remaining 82 Settling Parties, including us, concurred with these changes, leading to the United States filing a Modified Consent Decree (“Modified CD”) with the Court on the same day, January 17, 2024. On January 31, 2024, the United States filed a copy of all public comments received on the proposed CD, its Response to the public comments and a Motion to Enter the Modified CD. The Motion to Enter the Modified CD and accompanying memorandum of law states that the United States has determined that the proposed settlement is reasonable, fair and consistent with the statutory purpose of CERCLA.

On December 18, 2024, the Court issued an Order and Opinion granting the United States’ Motion to Enter the Modified CD finding the settlement procedurally sound, substantively fair and reasonable, and in furtherance of CERCLA’s goals.

On January 9, 2025, Nokia of America Corporation, an intervening party, filed a Notice of Appeal of the Order to the United States Court of Appeals for the Third Circuit. Occidental, also an intervening party, filed a separate Notice of Appeal on February 13, 2025. The timeline for resolving the appeals before the Third Circuit remains inherently uncertain. Depending on the time required for briefing and deliberation, a decision will extend into 2026.

In 2025, following its appeal of the Modified CD, Occidental underwent a corporate reorganization that ultimately resulted in the segregation of its business assets from its legacy environmental liabilities (including those related to the Diamond Alkali Superfund Site) and the formation of two newly created entities: Occidental Chemical Company (“OxyChem”) and Environmental Resource Holdings, LLC (“ERH”). Consequently, in February, 2026, members of the SPG filed a declaratory judgment action in the New Jersey District Court seeking a ruling that both OxyChem and ERH remain jointly and severally liable for all of Occidental’s CERCLA obligations relating to the Diamond Alkali Superfund Site.

If the Modified CD remains in its currently approved form after the appeals process is exhausted, our alleged liability to the EPA and to any non-settling parties, including Occidental, for the remediation of the entire 17-mile Lower Passaic River and its tributaries will be resolved. If the District Court’s Order is overturned on appeal, then, based on currently known facts and circumstances, including, among other factors, the EPA’s conclusion that we are individually and collectively with numerous other parties only responsible for a minor share of the response costs incurred or to be incurred in connection with the LPRSA, our relative participation in the costs related to the 2007 AOC and 10.9 AOC, our belief that there was not any use or discharge of dioxins, furans or polychlorinated biphenyls in connection with our former petroleum storage operations at our former Newark, New Jersey Terminal, and that there are numerous other parties who will likely bear the costs of remediation and/or damages, we do not believe that resolution of the Lower Passaic River proceedings as relates to us is reasonably likely to have a material impact on our results of operations. Nevertheless, if the District Court’s Order is overturned or is not ultimately approved in its current form, performance of the EPA’s selected remedies for the LPRSA may be subject to future negotiation, potential enforcement proceedings and/or possible litigation and, on this basis, our ultimate liability in the proceedings pertaining to the LPRSA remains uncertain and subject to contingencies which cannot be predicted and an outcome which is not yet known. We previously transferred funds to an escrow account based on our share of the settlement contemplated by the Modified CD, however it is possible that circumstances may, including but not limited to possible consequences of an adverse ruling in the above referenced declaratory judgment action, such that and losses related to the Lower Passaic River proceedings could exceed the amounts we have funded.

For additional information see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report on Form 10-K.

Item 4. Mine Safety Disclosures

None.

We have chosen as our Peer Group the following companies: Agree Realty Corporation, EPR Properties, Essential Properties Realty Trust, Four Corners Properties Trust, NETSTREIT Corp., and One Liberty Properties. We have chosen these companies as our Peer Group because a substantial segment of each of their businesses is to own and lease single tenant net lease retail properties. We cannot assure you that our stock performance will continue in the future with the same or similar trends depicted in the performance graph above. We do not make or endorse any predictions as to future stock performance.

The above performance graph and related information shall not be deemed filed for the purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section and shall not be deemed to be incorporated by reference into any filing that we make under the Securities Act or the Exchange Act.

Item 6. Reserved

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to help the reader understand our operations and our present business environment from the perspective of management. The following discussion and analysis should be read in conjunction with the “Cautionary Note Regarding Forward-Looking Statements”; “Item 1A. Risk Factors”; and the consolidated financial statements and related notes in “Item 8. Financial Statements and Supplementary Data” in this Annual Report on Form 10-K. We use certain non-GAAP measures that are more fully described below under the caption “—Supplemental Non-GAAP Measures,” which we believe are appropriate supplemental non-GAAP measures of the performance of REITs used by our management, as well as REIT analysts.

This section of this Annual Report on Form 10-K generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024. Discussions of 2024 items and year-to-year comparisons between 2024 and 2023 that are not included in this Annual Report on Form 10-K can be found in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

General

Real Estate Investment Trust

We are a net lease REIT specializing in the acquisition, financing and development of convenience, automotive and other single tenant retail real estate. Our portfolio includes convenience stores, express tunnel car washes, automotive service centers (gasoline and repair, oil and maintenance, tire and battery, and collision), drive-thru quick service restaurants, and certain other freestanding retail properties. As of December 31, 2025, our portfolio included 1,174 properties, including 1,145 properties owned by us and 29 properties that we leased from third-party landlords. As a REIT, we are not subject to federal corporate income tax on the taxable income we distribute to our stockholders. In order to continue to qualify for taxation as a REIT, we are required, among other things, to distribute at least 90% of our ordinary taxable income to our stockholders each year.

Our Properties

Our 1,174 properties are located in 44 states and Washington D.C., and our typical property is located in a larger metropolitan area and is used as a convenience store, express tunnel car wash, automotive service center, drive thru quick service restaurant, or certain other freestanding retail uses. Many of our properties are located at highly trafficked urban intersections or conveniently close to highway entrances or exit ramps.

As of December 31, 2025, we leased 1,169 of our properties to tenants under triple-net leases, including 962 properties leased under 62 separate unitary or master triple-net leases, and 207 properties leased under single unit triple-net leases. These leases generally provide for an initial term of 15 or 20 years, with options for successive renewal terms of up to 20 years, and periodic rent escalations. As of December 31, 2025, our weighted average remaining lease term, excluding renewal options, was 9.9 years.

Substantially all of our properties are leased on triple-net basis to convenience store operators, petroleum distributors, express tunnel car wash operators and other automotive-related and retail tenants. Our tenants either operate their business at our properties directly or, in the case of certain convenience stores and gasoline and repair stations, sublet our properties and supply fuel to third parties that operate the businesses. For additional information regarding risks related to our tenants’ dependence on the performance of the industry, see “Item 1A. Risk Factors—Risks Related to Our Business and Operations—Significant number of our tenants depend on the same industry for their revenues” in this Annual Report on Form 10-K.

Our triple-net lease tenants are responsible for the payment of all taxes, maintenance, repairs, insurance and other operating expenses relating to our properties, and are also responsible for environmental contamination occurring during the terms of their leases. Substantially all of our tenants are also responsible for pre-existing environmental contamination that is discovered during their lease term, except contamination that was known at lease commencement, as to which we have established reserves. For additional information regarding our environmental obligations, see Note 6 in “Item 8. Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.

As of December 31, 2025, we also had two properties under redevelopment and three properties were vacant.

Investment Strategy and Activity

As part of our strategy to grow and diversify our portfolio, we regularly review acquisition and financing opportunities to invest in additional convenience, automotive and other single tenant retail real estate. We primarily pursue sale leaseback transactions with existing and prospective tenants and will also provide forward commitments to acquire new-to-industry construction and acquire assets with in-place leases. Our investment activities may also include purchase money financing with respect to properties we sell, real property loans relating to our leasehold properties, and construction loans or other financing for the development of new-to-industry properties. Our investment strategy seeks to generate current income and benefit from long-term appreciation in the underlying value of our real estate. To achieve that goal, we seek to invest in well-located, freestanding properties that support automobility and provide

convenience and service to consumers in major markets across the country. A key element of our investment strategy is to invest in properties that will enhance our property type, tenant and geographic diversification.

During the year ended December 31, 2025, we invested approximately $273.0 million in convenience and automotive retail properties, including the acquisition of 28 drive-thru quick service restaurants, 24 convenience stores, 15 automotive service centers, and nine express tunnel car washes.

During the year ended December 31, 2024, we invested approximately $209.0 million in convenience and automotive retail properties, including the acquisition of 31 express tunnel car washes, 19 automotive service centers, 17 convenience stores, and four drive-thru quick service restaurants.

For additional information regarding our property acquisitions, see Note 13 in “Item 8. Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.

Redevelopment Strategy and Activity

We believe that certain of our properties, primarily those currently being used as gas and repair businesses, are well-suited to be redeveloped as modern convenience stores or other single tenant convenience and automotive retail uses, such as automotive parts retailers, quick service restaurants, auto service centers, and bank branches. We believe that the redeveloped properties can be leased or sold at higher values than their prior use.

During the year ended December 31, 2025, rent commenced on one completed redevelopment project and increased rent commenced on one revenue-enhancing capital expenditure project for an expanded convenience store. During the year ended December 31, 2024, rent commenced on one completed redevelopment project. Since the inception of our redevelopment program in 2015, we have completed 34 redevelopment and revenue-enhancing capital expenditure projects.

As of December 31, 2025, we had two properties under active redevelopment and others in various stages of feasibility planning for potential recapture from our net lease portfolio.

Supplemental Non-GAAP Measures

We manage our business to enhance the value of our real estate portfolio and, as a REIT, place particular emphasis on minimizing risk, to the extent feasible, and generating cash sufficient to make required distributions to stockholders of at least 90% of our ordinary taxable income each year. In addition to measurements defined by GAAP, we also focus on Funds From Operations (“FFO”) and Adjusted Funds From Operations (“AFFO”) to measure our performance.

FFO and AFFO are generally considered by analysts and investors to be appropriate supplemental non-GAAP measures of the performance of REITs. FFO and AFFO are not in accordance with, or a substitute for, measures prepared in accordance with GAAP. In addition, FFO and AFFO are not based on any comprehensive set of accounting rules or principles. Neither FFO nor AFFO represent cash generated from operating activities calculated in accordance with GAAP and therefore these measures should not be considered an alternative for GAAP net earnings or as a measure of liquidity. These measures should only be used to evaluate our performance in conjunction with corresponding GAAP measures.

FFO is defined by the National Association of Real Estate Investment Trusts (“NAREIT”) as GAAP net earnings before (i) depreciation and amortization of real estate assets, (ii) gains or losses on dispositions of real estate assets, (iii) impairment charges, and (iv) the cumulative effect of accounting changes.

We define AFFO as FFO excluding (i) certain revenue recognition adjustments (defined below), (ii) certain environmental adjustments (defined below), (iii) stock-based compensation, (iv) amortization of debt issuance costs and (v) other non-cash and/or unusual items that are not reflective of our core operating performance.

Other REITs may use definitions of FFO and/or AFFO that are different than ours and, accordingly, may not be comparable.

We believe that FFO and AFFO are helpful to analysts and investors in measuring our performance because both FFO and AFFO exclude various items included in GAAP net earnings that do not relate to, or are not indicative of, the core operating performance of our portfolio. Specifically, FFO excludes items such as depreciation and amortization of real estate assets, gains or losses on dispositions of real estate assets, and impairment charges. With respect to AFFO, we further exclude the impact of (i) deferred rental revenue (straight-line rent), the net amortization of intangible market lease assets and liabilities, adjustments recorded for the recognition of rental income from direct financing leases, and the amortization of deferred lease incentives (collectively, “Revenue Recognition Adjustments”), (ii) environmental accretion expenses, environmental litigation accruals, insurance reimbursements, legal settlements and judgments, and changes in environmental remediation estimates (collectively, “Environmental Adjustments”), (iii) stock-based compensation expense, (iv) amortization of debt issuance costs and (v) other items, which may include allowances for credit losses on notes and mortgages receivable and direct financing leases, losses on extinguishment of debt, retirement and severance costs, losses on termination of swaps, and other items that do not impact our recurring cash flow and which are not indicative of our core operating performance.

We pay particular attention to AFFO which we believe provides the most useful depiction of the core operating performance of our portfolio. By providing AFFO, we believe we are presenting information that assists analysts and investors in their assessment of our core operating performance, as well as the sustainability of our core operating performance with the sustainability of the core operating performance of other real estate companies.

A reconciliation of net earnings to FFO and AFFO is as follows (in thousands, except per share amounts):

	Year ended December 31,
	2025			2024			2023
Net earnings	$	79,192		$	71,064		$	60,151
Depreciation and amortization of real estate assets		61,934			54,984			45,296
Gains on dispositions of real estate		(7,772	)		(6,038	)		(4,625	)
Impairments		2,817			3,966			5,243
Funds from operations (FFO)		136,171			123,976			106,065
Revenue recognition adjustments
Deferred rental revenue (straight-line rent)		(8,772	)		(7,129	)		(4,033	)
Amortization of intangible market lease assets and liabilities, net		(312	)		(427	)		(1,057	)
Amortization of investments in direct financing leases		4,692			5,580			6,004
Amortization of lease incentives		(2,837	)		284			1,098
Total revenue recognition adjustments		(7,229	)		(1,692	)		2,012
Environmental Adjustments
Accretion expense		313			407			585
Changes in environmental estimates		(4,753	)		(933	)		(302	)
Environmental litigation accruals		5,616			125			—
Insurance reimbursements		(86	)		(95	)		(138	)
Legal settlements and judgments		—			(41	)		—
Total environmental adjustments		1,090			(537	)		145
Other Adjustments
Stock-based compensation expense		6,918			5,934			5,582
Amortization of debt issuance costs		2,494			2,253			1,211
Recovery of allowance for credit loss on notes and mortgages<br>   receivable and direct financing leases		(67	)		(177	)		(189	)
Loss on extinguishment of debt		—			—			43
Loss on termination of interest rate swaps		1,658			—			—
Retirement and severance costs		404			1,036			939
Total other adjustments		11,407			9,046			7,586
Adjusted funds from operations (AFFO)	$	141,439		$	130,793		$	115,808
Basic per share amounts:
Net earnings	$	1.35		$	1.26		$	1.16
FFO (a)		2.35			2.22			2.07
AFFO (a)		2.44			2.35			2.26
Diluted per share amounts:
Net earnings	$	1.35		$	1.25		$	1.15
FFO (a)		2.34			2.21			2.06
AFFO (a)		2.43			2.34			2.25
Weighted average common shares outstanding:
Basic		56,316			54,305			50,020
Diluted		56,459			54,552			50,216

• Dividends paid and undistributed earnings allocated, if any, to unvested restricted stockholders are deducted from FFO and AFFO for the computation of the per share amounts. The following amounts were deducted:

	Year ended December 31,
	2025		2024		2023
FFO	$	3,933	$	3,208	$	2,624
AFFO		4,085		3,384		2,865

Results of Operations

Year ended December 31, 2025, compared to year ended December 31, 2024

The following table presents select data and comparative results from our consolidated statements of operations for the year ended December 31, 2025, as compared to the year ended December 31, 2024 (in thousands):

	Year ended December 31,
	2025		2024		Change
Revenues:
Revenues from rental properties	$	219,585	$	198,669
Interest on notes and mortgages receivable		2,142		4,722		)
Operating expenses:
Property costs		8,745		14,859		)
Impairments		2,817		3,966		)
Environmental		1,950		585
General and administrative		27,268		25,265
Depreciation and amortization		61,934		54,984
Other items:
Gains on dispositions of real estate		7,772		6,038
Interest expense		46,374		39,272

All values are in US Dollars.

Revenues from Rental Properties

The following table presents the results for revenues from rental properties for the year ended December 31, 2025, as compared to the year ended December 31, 2024 (in thousands):

	Year ended December 31,
	2025		2024		Change
Rental income	$	207,300	$	186,124
Revenue recognition adjustments		7,229		1,692
Tenant reimbursement income		5,056		10,853		)
Total revenues from rental properties		219,585		198,669

All values are in US Dollars.

Rental income includes base rental income and additional rental income, if any, based on the aggregate volume of fuel sold at certain properties. The increase in rental income was primarily due to additional base rental income from properties acquired during the years ended December 31, 2025 and 2024, as well as rent commencements from completed redevelopments and contractual rent increases for certain in-place leases, partially offset by dispositions of real estate during the same periods.

In accordance with GAAP, we recognize revenues from rental properties in amounts which vary from the amount of rent contractually due during the periods presented. As a result, revenues from rental properties include revenue recognition adjustments comprised of (i) non-cash adjustments recorded for deferred rental revenue due to the recognition of rental income on a straight-line basis over the current lease term, (ii) the net amortization of intangible market lease assets and liabilities, (iii) recognition of rental income under direct financing leases using the effective interest rate method which produces a constant periodic rate of return on the net investments in the leased properties, and (iv) the amortization of deferred lease incentives.

Tenant reimbursements consist of real estate taxes and other municipal charges paid by us which are reimbursable by our tenants pursuant to the terms of triple-net lease agreements. The decrease in tenant reimbursement income was driven by a decrease in reimbursable real estate taxes due from our tenants as we transitioned certain tenants to paying real estate taxes due directly to the applicable taxing authorities.

Interest on Notes and Mortgages Receivable

The decrease in interest on notes and mortgages receivable was primarily due to a net decrease in the average notes and mortgages receivable outstanding as collections of notes and mortgages receivable for completed development funding projects offset incremental development funding advances for the construction of new-to-industry properties.

Property Costs

The following table presents the results for property costs for the year ended December 31, 2025, as compared to the year ended December 31, 2024 (in thousands):

	Year ended December 31,
	2025		2024		Change
Property operating expenses	$	8,057	$	14,217		)
Leasing and redevelopment expenses		688		642
Total property costs		8,745		14,859		)

All values are in US Dollars.

Property costs are comprised of (i) property operating expenses, including rent expense, reimbursable and non-reimbursable real estate taxes and municipal charges, certain state and local taxes, and maintenance expenses, and (ii) leasing and redevelopment expenses, including professional fees, demolition costs, and redevelopment project cost write-offs, if any. The decrease in property costs was primarily due to a decrease in reimbursable real estate taxes as we transitioned certain tenants to paying real estate taxes due directly to the applicable taxing authorities, as well as lower rent expense.

Impairments

Impairment charges are recorded when the carrying value of a property is reduced to fair value. Impairment charges for the years ended December 31, 2025 and 2024 were attributable to (i) the addition of asset retirement costs to certain properties due to changes in estimates associated with our environmental liabilities, which increased the carrying values of these properties in excess of their fair values, (ii) reductions in estimated undiscounted cash flows expected to be received during the assumed holding period for certain of our properties, and (iii) reductions in estimated sales prices from third-party offers based on signed contracts, letters of intent or indicative bids for certain of our properties.

Environmental Expenses

The change in environmental expenses for the year ended December 31, 2025 was primarily due to an increase in environmental litigation accruals of $5.5 million, partially offset by removal of $4.1 million of unknown reserve liabilities which had previously been accrued for certain properties. Environmental expenses vary from period to period and, accordingly, undue reliance should not be placed on the magnitude or the direction of change in reported environmental expenses for one period, as compared to prior periods.

General and Administrative Expenses

The change in general and administrative expenses was primarily due to a net $1.0 million increase in employee-related expenses, and a $0.9 million increase in legal and other professional fees, including certain transaction related costs.

Depreciation and Amortization Expenses

The increase in depreciation and amortization expense was primarily due to additional depreciation and amortization from properties acquired during the years ended December 31, 2025 and 2024, partially offset by a decrease in depreciation charges related to asset retirement costs, the effect of certain assets becoming fully depreciated, lease terminations, and dispositions of real estate during the same period.

Gains on Disposition of Real Estate

The gains on dispositions of real estate were resulted from the sale of 13 and 31 properties during the years ended December 31, 2025 and 2024, respectively.

Interest Expense

The increase in interest expense was primarily due to higher average borrowings during the year ended December 31, 2025, as compared to the year ended December 31, 2024.

Liquidity and Capital Resources

General

Our primary uses of liquidity include payments of operating expenses, interest on our outstanding debt, environmental remediation costs, distributions to shareholders, and future acquisitions and redevelopment projects. We have not historically incurred significant capital expenditures other than those related to acquisitions. For a discussion of our capital expenditures, see “Property Acquisitions and Capital Expenditures.”

We expect to meet our short-term liquidity requirements through cash flow from operations, funds available under our Credit Facility, proceeds from unfunded Senior Unsecured Notes, proceeds from the settlement of shares of common stock subject to forward sales agreements related to our ATM Program, and available cash and cash equivalents.

As of December 31, 2025, we had $200.0 million of availability under our Credit Facility, $250.0 million of unfunded Senior Unsecured Notes, 2.1 million shares of common stock subject to forward sales agreements which are anticipated to generate approximately $62.6 million of gross proceeds upon settlement, and available cash and cash equivalents of $8.4 million.

We anticipate meeting our longer-term capital needs through cash flow from operations, funds available under our Credit Facility, available cash and cash equivalents, the future issuance of shares of common stock or debt securities, and proceeds from future real estate asset sales.

Our cash flow activities for the years ended December 31, 2025 and 2024 are summarized as follows (in thousands):

	Year ended December 31,
	2025			2024			Change
Net cash flow provided by operating activities	$	127,446		$	130,504			)
Net cash flow used in investing activities		(241,890	)		(200,469	)		)
Net cash flow provided by financing activities		113,607			78,296

All values are in US Dollars.

Operating Activities

The change in net cash flow provided by operating activities for the years ended December 31, 2025 and 2024 was primarily the result of changes in revenues and expenses as discussed in “Results of Operations” above and the other changes in assets and liabilities as presented on our consolidated statements of cash flows.

Investing Activities

The change in net cash flow used in investing activities for the year ended December 31, 2025, was primarily due to a decrease of $76.8 million in collection of notes and mortgages receivable, offset by a decrease of $10.3 million in issuance of notes and mortgages receivable, a decrease of $12.3 million in property acquisitions and a $10.1 million decrease in deposits for property acquisitions.

Financing Activities

The change in net cash flow provided by financing activities was primarily due to the issuance of $125.0 million of new Senior Unsecured Notes and a $104.7 million increase in net proceeds from the issuance of common stock, partially offset by a net repayment under the Credit Facility and Term Loan of $130.0 million, the repayment of $50.0 million Series C Notes, an $8.4 million increase in cash dividends paid, and a $4.4 million increase in debt issuance costs paid.

Credit Facility

In January 2025, we entered into a third amended and restated credit agreement (as amended, the “Third Restated Credit Agreement”). The Third Restated Credit Agreement provides for an unsecured revolving credit facility (the “Credit Facility”) in an aggregate principal amount of $450.0 million and includes an accordion feature to increase the revolving commitments or add one or more tranches of term loans up to an additional aggregate amount not to exceed $300.0 million, subject to certain conditions, including one or more new or existing lenders agreeing to provide commitments for such increased amount and that no default or event of default shall have occurred and be continuing under the terms of the Credit Facility.

The Credit Facility matures in January 2029, subject to two six-month extensions (for a total of 12 months) exercisable at our option. Our exercise of an extension option is subject to the absence of any default and our compliance with certain conditions, including the payment of extension fees to the lenders under the Credit Facility.

Borrowings under the Credit Facility bear interest at a rate equal to (i) the sum of a SOFR rate plus a SOFR adjustment of 0.10% plus a margin of 1.30% to 1.90%, or (ii) the sum of a base rate plus a margin of 0.30% to 0.90%, in each case with the margin based on our consolidated total indebtedness to total asset value ratio at the end of each quarterly reporting period.

The per annum rate of the unused line fee on the undrawn funds under the Credit Facility is 0.15% to 0.25% based on our daily unused portion of the available Credit Facility.

Term Loan

In October 2023, we entered into a term loan credit agreement (the “Term Loan Agreement”) that provided for a senior unsecured term loan (the “Term Loan”) in an aggregate principal amount of $150.0 million. The Term Loan was to mature in October 2025, subject to one twelve-month extension exercisable at our option.

In January 2025, we used borrowings under the Third Restated Credit Agreement to repay, in full, the Term Loan. As a result of this early repayment, we recognized approximately $0.9 million in unamortized debt issuance costs, which were expensed as interest expense on our consolidated statements of operations.

Senior Unsecured Notes

In November 2025, we entered into a note purchase and guarantee agreement with multiple purchasers party thereto pursuant to which, in January 2026, we issued $250.0 million of 5.76% Series U Guaranteed Senior Notes due January 22, 2036 (the “Series U Notes”) to the purchasers and used the proceeds to repay amounts outstanding under our Credit Facility.

In November 2024, we entered into a seventh amended and restated note purchase and guarantee agreement with The Prudential Insurance Company of America and certain of its affiliates (collectively, “Prudential”) (the “Seventh Amended and Restated Prudential Agreement”) pursuant to which, in February 2025, we issued $50.0 million of 5.70% Series T Guaranteed Senior Notes due February 22, 2032 (the “Series T Notes”) to Prudential and used the proceeds to repay the $50.0 million of 4.75% Series C Guaranteed Senior Notes due February 25, 2025 (the “Series C Notes”) outstanding under our sixth amended and restated note purchase and guarantee agreement with Prudential (the "Sixth Amended and Restated Prudential Agreement"). The other senior unsecured notes outstanding as of December 31, 2025 under the Sixth Amended and Restated Prudential Agreement, including (i) $50.0 million of 5.47% Series D Guaranteed Senior Notes due June 21, 2028 (the “Series D Notes”), (ii) $50.0 million of 3.52% Series F Guaranteed Senior Notes due September 12, 2029 (the “Series F Notes”), (iii) $100.0 million of 3.43% Series I Guaranteed Senior Notes due November 25, 2030 (the “Series I Notes”) and (iv) $80.0 million of 3.65% Series Q Guaranteed Senior Notes due January 20, 2033 (the “Series Q Notes”), remain outstanding under the Seventh Amended and Restated Prudential Agreement.

In November 2024, we entered into an amended and restated note purchase and guarantee agreement with New York Life Insurance Company and certain of its affiliates (collectively, “New York Life”) (the “Amended and Restated New York Life Agreement”) pursuant to which, in February 2025, we issued $50.0 million of 5.52% Series R Guaranteed Senior Notes due September 12, 2029 (the “Series R Notes”) and $25.0 million of 5.70% Series S Guaranteed Senior Notes due February 22, 2032 (the “Series S Notes”) to New York Life. The other senior unsecured notes outstanding as of December 31, 2025 under our note purchase and guarantee agreement with New York Life (the “New York Life Agreement”), including (i) $25.0 million of 3.45% Series N Guaranteed Senior Notes due February 22, 2032 (the “Series N Notes”) and (ii) $25.0 million of 3.65% Series P Guaranteed Senior Notes due January 20, 2033 (the “Series P Notes”), remain outstanding under the Amended and Restated New York Life Agreement.

In February 2022, we entered into a second amended and restated note purchase and guarantee agreement with American General Life Insurance Company and certain of its affiliates (collectively, “AIG”) (the “Second Amended and Restated AIG Agreement”) pursuant to which we issued $55.0 million of 3.45% Series L Guaranteed Senior Notes due February 22, 2032 (the “Series L Notes”) to AIG. The other senior unsecured notes outstanding as of December 31, 2025 under our first amended and restated note purchase and guarantee agreement with AIG (the “First Amended and Restated AIG Agreement”), including (i) $50.0 million of 3.52% Series G Guaranteed Senior Notes due September 12, 2029 (the “Series G Notes”) and (ii) $50.0 million of 3.43% Series J Guaranteed Senior Notes due November 25, 2030 (the “Series J Notes”), remain outstanding under the Second Amended and Restated AIG Agreement.

In February 2022, we entered into a second amended and restated note purchase and guarantee agreement with Massachusetts Mutual Life Insurance Company and certain of its affiliates (collectively, “MassMutual”) (the “Second Amended and Restated MassMutual Agreement”) pursuant to which we issued $20.0 million of 3.45% Series M Guaranteed Senior Notes due February 22, 2032 (the “Series M Notes”) and, in January 2023, $20.0 million of 3.65% Series O Guaranteed Senior Notes due January 20, 2033 (the “Series O Notes”) to MassMutual. The other senior unsecured notes outstanding as of December 31, 2025 under our first amended and restated note purchase and guarantee agreement with MassMutual (the “First Amended and Restated MassMutual Agreement”), including (i) $25.0 million of 3.52% Series H Guaranteed Senior Notes due September 12, 2029 (the “Series H Notes”) and (ii) $25.0 million of 3.43% Series K Guaranteed Senior Notes due November 25, 2030 (the “Series K Notes”), remain outstanding under the Second Amended and Restated MassMutual Agreement.

In June, 2018, we entered into a note purchase and guarantee agreement with MetLife and certain of its affiliates (collectively, “MetLife”) (the “MetLife Agreement”) pursuant to which we issued $50.0 million of 5.47% Series E Guaranteed Senior Notes due June 21, 2028 (the “Series E Notes”) to MetLife.

The funded and outstanding Series D Notes, Series E Notes, Series F Note, Series G Notes, Series H Notes, Series I Notes, Series J Notes, Series K Notes, Series L Notes, Series M Notes, Series N Notes, Series O Notes, Series P Notes, Series Q Notes, Series R Notes, Series S Notes, Series T Notes, and Series U Notes are collectively referred to as the “Senior Unsecured Notes”.

Debt Maturities

The amounts outstanding under our Credit Facility, Term Loan, and Senior Unsecured Notes, exclusive of extension options, are as follows (in thousands):

			Year ended December 31,
	Maturity<br>Date	Interest<br>Rate	2025			2024
Credit Facility	January 2029	5.06%	$	250,000		$	82,500
Term Loan	October 2025	6.13%		—			150,000
Series C Note	February 2025	4.75%		—			50,000
Series D-E Notes	June 2028	5.47%		100,000			100,000
Series F-H, R Notes	September 2029	4.09%		175,000			125,000
Series I-K Notes	November 2030	3.43%		175,000			175,000
Series L-N, S-T Notes	February 2032	4.41%		175,000			100,000
Series O-Q Notes	January 2033	3.65%		125,000			125,000
Total debt				1,000,000			907,500
Unamortized debt issuance costs, net (a)				(5,044	)		(3,158	)
Total debt, net			$	994,956		$	904,342

• Unamortized debt issuance costs related to the Credit Facility were $3.5 million and $0.6 million as of December 31, 2025 and 2024, respectively, and are included in prepaid expenses and other assets on our consolidated balance sheets.

Equity Offering

In July 2024, we completed a follow-on public offering of 4.0 million shares of common stock in connection with forward sales agreements. During the year ended December 31, 2025, we settled 4.0 million shares and realized net proceeds of $113.6 million after deducting fees and expenses and making certain other adjustments as provided in the equity distribution agreement.

ATM Program

In February 2023, we established and, in February 2024, we amended, an at-the-market equity offering program (the “ATM Program”), pursuant to which we are able to issue and sell shares of our common stock with an aggregate sales price of up to $350.0 million through a consortium of banks acting as our sales agents or acting as forward sellers on behalf of any forward purchasers pursuant to forward sales agreements. Sales of the shares of common stock may be made, as needed, from time to time in at-the-market offerings as defined in Rule 415 of the Securities Act, including by means of ordinary brokers’ transactions on the New York Stock Exchange or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or as otherwise agreed to with the applicable agent.

The use of forward sales agreements allow us to lock in a share price on the sale of shares at the time the forward sales agreements become effective, but defer receiving the proceeds from the sale of shares until a later date. To account for the forward sales agreements, we considered the accounting guidance governing financial instruments and derivatives. To date, we have concluded that our forward sales agreements are not liabilities as they do not embody obligations to repurchase our shares nor do they embody obligations to issue a variable number of shares for which the monetary value are predominantly fixed, varying with something other than the fair value of the shares, or varying inversely in relation to our shares.

We also evaluated whether the forward sales agreements meet the derivatives and hedging guidance scope exception to be accounted for as equity instruments. We concluded that the forward sales agreements are classifiable as equity contracts based on the following assessments: (i) none of the agreements’ exercise contingencies are based on observable markets or indices besides those related to the market for our own stock price and operations, and (ii) none of the settlement provisions precluded the agreements from being indexed to our own stock.

We also consider the potential dilution resulting from the forward sales agreements on our earnings per share calculations. We use the treasury stock method to determine the dilution resulting from the forward sales agreements during the period of time prior to settlement.

ATM Direct Issuances

During the years ended December 31, 2025 and 2024, no shares of common stock were issued under the ATM Program. Future sales, if any, will depend on a variety of factors to be determined by us from time to time, including among others, market conditions, the trading price of our common stock, determinations by us of the appropriate sources of funding for us and potential uses of funding available to us.

ATM Forward Agreements

The following table summarizes activity under our ATM Program in connection with forwards sales agreements for the years ended December 31, 2025 and 2024 ($ in thousands):

							December 31, 2025
Period Entered Into Forward Sales Agreements	Shares Sold		Shares Settled		Net Proceeds Received		Shares Remaining		Anticipated Gross Proceeds Remaining
Three Months Ended June 30, 2024		406,727		406,727	$	10,793		—	$	—
Three Months Ended December 31, 2024		992,696		342,696		10,913		650,000		20,963
Three Months Ended September 30, 2025		1,018,695		—		—		1,018,695		28,950
Three Months Ended December 31, 2025		441,850		—		—		441,850		12,664
Total		2,859,968		749,423	$	21,706		2,110,545	$	62,577
							December 31, 2024
---	---	---	---	---	---	---	---	---	---	---
Period Entered Into Forward Sales Agreements	Shares Sold		Shares Settled		Net Proceeds Received		Shares Remaining		Anticipated Gross Proceeds Remaining
Three Months Ended June 30, 2023		—		217,561	$	7,205		—	$	—
Three Months Ended December 31, 2023		—		831,489		23,753		—		—
Three Months Ended June 30, 2024		406,727		—		—		406,727		11,382
Three Months Ended December 31, 2024		992,696		—		—		992,696		32,277
Total		1,399,423		1,049,050	$	30,958		1,399,423	$	43,659

We expect to settle outstanding forward sales agreements in full within 12 months of the respective agreement dates via physical delivery of the outstanding shares of common stock in exchange for cash proceeds, although we may elect cash settlement or net share settlement for all or a portion of our obligations under the forward sales agreements, subject to certain conditions.

Dividends

We elected to be treated as a REIT under the federal income tax laws with the year beginning January 1, 2001. To qualify for taxation as a REIT, we must, among other requirements such as those related to the composition of our assets and gross income, distribute annually to our stockholders at least 90% of our taxable income, including taxable income that is accrued by us without a corresponding receipt of cash.

It is also possible that instead of distributing 100% of our taxable income on an annual basis, we may decide to retain a portion of our taxable income and to pay taxes on such amounts as permitted by the Internal Revenue Service. Payment of dividends is subject to market conditions, our financial condition, including but not limited to, our continued compliance with the provisions of the Third Restated Credit Agreement, our Senior Unsecured Notes and other factors, and therefore is not assured. In particular, the Third Restated Credit Agreement and our Senior Unsecured Notes prohibit the payment of dividends during certain events of default.

Regular quarterly dividends paid to our stockholders aggregated $108.7 million, $100.2 million and $87.0 million for the years ended December 31, 2025, 2024 and 2023, respectively. There can be no assurance that we will continue to pay dividends at historical rates.

Contractual Obligations

Our significant contractual obligations and commitments, excluding extension options and unamortized debt issuance costs, as of December 31, 2025, were comprised of borrowings under the Credit Facility, our Senior Unsecured Notes, operating and finance lease payments due to landlords, estimated environmental remediation expenditures, and our funding commitments for capital improvements at certain properties.

Generally, leases with our tenants are triple-net leases with the tenant responsible for the operations conducted at our properties and for the payment of taxes, maintenance, repair, insurance, environmental remediation, and other operating expenses.

We have no significant contractual obligations that are not fully recorded on our consolidated balance sheets or fully disclosed in the notes to our consolidated financial statements. We have no off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated by the Exchange Act.

Critical Accounting Policies and Estimates

The consolidated financial statements included in this Annual Report on Form 10-K have been prepared in conformity with GAAP. The preparation of consolidated financial statements in accordance with GAAP requires us to make estimates, judgments and assumptions that affect the amounts reported on our consolidated financial statements. Although we have made estimates, judgments and assumptions regarding future uncertainties relating to the information included on our consolidated financial statements, giving due consideration to the accounting policies selected and materiality, actual results could differ from these estimates, judgments and assumptions and such differences could be material.

Estimates, judgments and assumptions underlying the accompanying consolidated financial statements include, but are not limited to, real estate, receivables, deferred rent receivable, direct financing leases, depreciation and amortization, impairment of long-lived assets, environmental remediation obligations, litigation, accrued liabilities, income taxes and the allocation of the purchase price of properties acquired to the assets acquired and liabilities assumed. The information included on our consolidated financial statements that is based on estimates, judgments and assumptions is subject to significant change and is adjusted as circumstances change and as the uncertainties become more clearly defined.

Our accounting policies are described in Note 1 in “Item 8. Financial Statements and Supplementary Data” in this Annual Report on Form 10-K. The SEC’s Financial Reporting Release (“FRR”) No. 60, Cautionary Advice Regarding Disclosure About Critical Accounting Policies (“FRR 60”), suggests that companies provide additional disclosure on those accounting policies considered most critical. FRR 60 considers an accounting policy to be critical if it is important to our financial condition and results of operations and requires significant judgment and estimates on the part of management in its application. We believe that our most critical accounting policies relate to revenue recognition and deferred rent receivable, direct financing leases, impairment of long-lived assets, environmental remediation obligations, litigation, income taxes, and the allocation of the purchase price of properties acquired to the assets acquired and liabilities assumed as described below.

Revenue Recognition and Deferred Rent Receivable

We earn revenue primarily from operating leases with our tenants. We recognize income under leases with our tenants, on the straight-line method, which effectively recognizes contractual lease payments evenly over the current term of the leases. The present value of the difference between the fair market rent and the contractual rent for in-place leases at the time properties are acquired is amortized into revenue from rental properties over the remaining lives of the in-place leases. A critical assumption in applying the straight-line accounting method is that the tenant will make all contractual lease payments during the current lease term and that the net deferred rent receivable balance will be collected when the payment is due, in accordance with the annual rent escalations provided for in the leases. We may be required to reserve, or provide reserves for a portion of, the recorded deferred rent receivable if it becomes apparent that the tenant may not make all of its contractual lease payments when due during the current term of the lease.

The present value of the difference between the fair market rent and the contractual rent for intangible market lease assets and liabilities at the time properties are acquired is amortized into revenues from rental properties over the remaining terms of the in-place leases. Lease termination fees are recognized as other income when earned upon the termination of a tenant’s lease and relinquishment of space in which we have no further obligation to the tenant.

The sales of non-financial assets, such as real estate, are to be recognized when control of the asset transfers to the buyer, which will occur when the buyer has the ability to direct the use of or obtain substantially all of the remaining benefits from the asset. This generally occurs when the transaction closes and consideration is exchanged for control of the property.

Direct Financing Leases

Income under direct financing leases is included in revenues from rental properties and is recognized over the lease terms using the effective interest rate method which produces a constant periodic rate of return on the net investments in the leased properties. The investments in direct financing leases represents the investments in leased assets accounted for as direct financing leases. The investments in direct financing leases are increased for interest income earned and amortized over the life of the leases and reduced by the receipt of lease payments.

Impairment of Long-Lived Assets

Real estate assets represent “long-lived” assets for accounting purposes. We review the recorded value of long-lived assets for impairment in value whenever any events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. We may become aware of indicators of potentially impaired assets upon tenant or landlord lease renewals, upon receipt of notices of potential governmental takings and zoning issues, or upon other events that occur in the normal course of business that would cause us to review the operating results of the property. We believe our real estate assets are not carried at amounts in excess of their estimated net realizable fair value amounts.

Environmental Remediation Obligations

We provide for the estimated fair value of future environmental remediation obligations when it is probable that a liability has been incurred and a reasonable estimate of fair value can be made. See “Environmental Matters” below for additional information. Environmental liabilities net of related recoveries are measured based on their expected future net cash flows which have been adjusted for inflation and discounted to present value. Since environmental exposures are difficult to assess and estimate and knowledge about these liabilities is not known upon the occurrence of a single event, but rather is gained over a continuum of events, we believe that it is appropriate that our accrual estimates are adjusted as the remediation treatment progresses, as circumstances change and as environmental contingencies become more clearly defined and reasonably estimable. A critical assumption in accruing for these liabilities is that the state environmental laws and regulations will be administered and enforced in the future in a manner that is consistent with past practices. Environmental liabilities are estimated net of recoveries of environmental costs from state underground storage tanks ("UST") remediation funds, with respect to past and future spending based on estimated recovery rates developed from our experience with the funds when such recoveries are considered probable. A critical assumption in accruing for these recoveries is that the state UST fund programs will be administered and funded in the future in a manner that is consistent with past practices and that future environmental spending will be eligible for reimbursement at historical rates under these programs. We accrue environmental liabilities based on our share of responsibility as defined in our lease contracts with our tenants and under various other agreements with others or if circumstances indicate that our counterparty may not have the financial resources to pay its share of the costs. Our assumptions regarding the ultimate allocation method and share of responsibility that we used to allocate environmental liabilities may change, which has resulted, and may in the future result, in material adjustments to the amounts recorded for environmental litigation accruals and environmental remediation liabilities. We may ultimately be responsible to pay for environmental liabilities as the property owner if our tenants or other counterparties fail to pay them. In certain environmental matters the effect on future financial results is not subject to reasonable estimation because considerable uncertainty exists both in terms of the probability of loss and the estimate of such loss. The ultimate liabilities resulting from such lawsuits and claims, if any, may be material to our results of operations in the period in which they are recognized.

Litigation

Legal fees related to litigation are expensed as legal services are performed. We provide for litigation accruals, including certain litigation related to environmental matters (see “Environmental Matters—Environmental Litigation” below for additional information), when it is probable that a liability has been incurred and a reasonable estimate of the liability can be made. If the estimate of the liability can only be identified as a range, and no amount within the range is a better estimate than any other amount, the minimum of the range is accrued for the liability.

Income Taxes

Our financial results generally do not reflect provisions for current or deferred federal income taxes because we elected to be treated as a REIT under the federal income tax laws effective January 1, 2001. Our intention is to operate in a manner that will allow us to continue to be treated as a REIT and, as a result, we do not expect to pay substantial corporate-level federal income taxes. Many of the REIT requirements, however, are highly technical and complex. If we were to fail to meet the requirements, we may be subject to federal income tax, excise taxes, penalties and interest or we may have to pay a deficiency dividend to eliminate any earnings and profits that were not distributed. Certain states do not follow the federal REIT rules and we have included provisions for these taxes in property costs.

Allocation of the Purchase Price of Properties Acquired

Upon acquisition of real estate and leasehold interests, we estimate the fair value of acquired tangible assets (consisting of land, buildings and improvements) “as if vacant” and identified intangible assets and liabilities (consisting of leasehold interests, , intangible market lease assets and liabilities, in-place leases and tenant relationships) and assumed debt. Based on these estimates, we allocate the purchase price to the applicable assets and liabilities. Assumptions used are property and geographic specific and may include, among other things, capitalization rates, market rental rates, discount rates, EBITDA to rent coverage ratios and land comparables.

Environmental Matters

General

We are subject to numerous federal, state and local laws and regulations, including matters relating to the protection of the environment such as the remediation of known contamination and the retirement and decommissioning or removal of long-lived assets including buildings containing hazardous materials, USTs and other equipment. Environmental costs are principally attributable to remediation costs which are incurred for, among other things, removing USTs, excavation of contaminated soil and water, installing, operating, maintaining and decommissioning remediation systems, monitoring contamination and governmental agency compliance reporting required in connection with contaminated properties.

We enter into leases and various other agreements which contractually allocate responsibility between the parties for known and unknown environmental liabilities at or relating to the subject properties. Under applicable law, we are contingently liable for these environmental obligations in the event that our tenant does not satisfy them, and we are required to accrue for environmental liabilities that we believe are allocable to others under our leases if we determine that it is probable that our tenant will not meet its environmental obligations. Our assumptions regarding the ultimate allocation method and share of responsibility that we use to allocate environmental liabilities may change, which has resulted, and may in the future result, in material adjustments to the amounts recorded for environmental litigation accruals and environmental remediation liabilities. We assess whether to accrue for environmental liabilities based upon relevant factors including our tenants’ histories of paying for such obligations, our assessment of their financial capability, and their intent to pay for such obligations. However, there can be no assurance that our assessments are correct or that our tenants who have paid their obligations in the past will continue to do so. We may ultimately be responsible to pay for environmental liabilities as the property owner if our tenant fails to pay them.

The estimated future costs for known environmental remediation requirements are accrued when it is probable that a liability has been incurred and a reasonable estimate of fair value can be made. The accrued liability is the aggregate of our estimate of the fair value of cost for each component of the liability, net of estimated recoveries from state UST remediation funds considering estimated recovery rates developed from prior experience with the funds.

For substantially all of our triple-net leases, our tenants are contractually responsible for compliance with environmental laws and regulations, removal of USTs at the end of their lease term (the cost of which is mainly the responsibility of our tenant but in certain cases partially paid for by us) and remediation of any environmental contamination that arises during the term of their tenancy. Our tenants are also responsible for pre-existing environmental contamination that is discovered during their lease term, except contamination that was known at lease commencement, as to which we have established reserves.

For the subset of our triple-net leases which cover properties previously leased to Getty Petroleum Marketing Inc. (“Marketing") (substantially all of which commenced in 2012), the allocation of responsibility differs from our other triple-net leases as it relates to preexisting known and unknown contamination. Under the terms of our leases covering properties previously leased to Marketing, we agreed to be responsible for environmental contamination that was known at the time the lease commenced, and for unknown environmental contamination which existed prior to commencement of the lease and which is discovered (other than as a result of a voluntary site investigation) during the first 10 years of the lease term (or a shorter period for a minority of such leases) (a “Lookback Period”). After expiration of the applicable Lookback Period, responsibility for all newly discovered contamination at these properties, even if it relates to periods prior to commencement of the lease or sale, is the contractual responsibility of our tenant or buyer as the case may be.

Based on the expiration of the Lookback Periods, together with other factors which have significantly mitigated our potential liability for preexisting environmental obligations, including the absence of any contractual obligations relating to properties which have been sold, quantifiable trends associated with types and ages of USTs at issue, expectations regarding future UST replacements, and historical trends and expectations regarding discovery of preexisting unknown environmental contamination and/or attempted pursuit of us therefor, we concluded that there is no material continued risk of having to satisfy contractual obligations relating to preexisting unknown environmental contamination at certain properties. Accordingly, during the year ended December 31, 2025, we removed $4.1 million of unknown reserve liabilities which had previously been accrued for these properties. From the inception to date, we removed $28.3 million of unknown reserve liabilities which had previously been accrued for these properties.

We continue to anticipate that our tenants under leases where the Lookback Periods have expired will replace USTs in the years ahead as these USTs near the end of their expected useful lives. At many of these properties the USTs in use are fabricated with older generation materials and technologies and we believe it is prudent to expect that upon their removal preexisting unknown environmental contamination will be identified. Although contractually these tenants are now responsible for preexisting unknown environmental contamination that is discovered during UST replacements, because the applicable Lookback Periods have expired before the end of the initial term of these leases, together with other relevant factors, we believe there remains continued risk that we will be responsible for remediation of preexisting environmental contamination associated with future UST removals at certain properties. Accordingly, we believe it is appropriate at this time to maintain $7.7 million of unknown reserve liabilities for certain properties with respect to which the Lookback Periods have expired as of December 31, 2025.

In the course of UST removals and replacements at certain properties previously leased to Marketing where we retained responsibility for preexisting unknown environmental contamination until expiration of the applicable Lookback Period, environmental contamination has been and continues to be discovered. As a result, we developed an estimate of fair value for the prospective future environmental liability resulting from preexisting unknown environmental contamination and accrued for these estimated costs. These estimates are based primarily upon quantifiable trends which we believe allow us to make reasonable estimates of fair value for the future costs of environmental remediation resulting from the anticipated removal and replacement of USTs. Our accrual of this liability represents our estimate of the fair value of the cost for each component of the liability, net of estimated recoveries from state UST remediation funds considering estimated recovery rates developed from prior experience. In arriving at our accrual, we analyzed the ages and expected useful lives of USTs at properties where we would be responsible for preexisting unknown environmental contamination and we projected a cost to closure for remediation of such contamination.

We measure our environmental remediation liabilities at fair value based on expected future net cash flows, adjusted for inflation and then discount them to present value. We adjust our environmental remediation liabilities quarterly to reflect changes in projected expenditures, changes in present value due to the passage of time and reductions in estimated liabilities as a result of actual expenditures incurred during each quarter. As of December 31, 2025, we had accrued a total of $15.9 million for our prospective environmental remediation obligations. This accrual consisted of (a) $8.2 million, which was our estimate of reasonably estimable environmental remediation liability, including obligations to remove USTs for which we are responsible, net of estimated recoveries, and (b) $7.7 million for future environmental liabilities related to preexisting unknown contamination. As of December 31, 2024, we had accrued a total of $20.9 million for our prospective environmental remediation obligations. This accrual consisted of (a) $9.1 million, which was our estimate of reasonably estimable environmental remediation liability, including obligations to remove USTs for which we are responsible, net of estimated recoveries, and (b) $11.8 million for future environmental liabilities related to preexisting unknown contamination.

Environmental liabilities are accreted for the change in present value due to the passage of time and, accordingly, $0.3 million, $0.4 million and $0.6 million of net accretion expense was recorded for the years ended December 31, 2025, 2024 and 2023, respectively, which is included in environmental expenses. In addition, during the years ended December 31, 2025, 2024 and 2023, we recorded credits to environmental expenses aggregating $4.8 million, $0.9 million and $0.3 million, respectively, where decreases in estimated remediation costs exceeded the depreciated carrying value of previously capitalized asset retirement costs. Environmental expenses also include project management fees, legal fees and environmental litigation accruals.

During the years ended December 31, 2025 and 2024, we increased the carrying values of certain of our properties by $2.4 million and $2.7 million, respectively, due to changes in estimated environmental remediation costs. The recognition and subsequent changes in estimates in environmental liabilities and the increase or decrease in carrying values of the properties are non-cash transactions which do not appear on our consolidated statements of cash flows.

Capitalized asset retirement costs are being depreciated over the estimated remaining life of the UST, a 10-year period if the increase in carrying value is related to environmental remediation obligations, or such shorter period if circumstances warrant, such as the remaining lease term for properties we lease from others. Depreciation and amortization expense related to capitalized asset retirement costs on our consolidated statements of operations for the years ended December 31, 2025, 2024 and 2023, were $1.7 million, $2.8 million, and $3.0 million, respectively. Capitalized asset retirement costs were $29.3 million (consisting of $23.9 million of known environmental liabilities and $5.4 million of reserves for future environmental liabilities) as of December 31, 2025, and $33.2 million (consisting of $25.0 million of known environmental liabilities and $8.2 million of reserves for future environmental liabilities) as of December 31, 2024. We recorded impairment charges aggregating $2.1 million and $2.4 million for the years ended December 31, 2025 and 2024, respectively, for capitalized asset retirement costs.

For additional information regarding risks related to our potential environmental exposure, see “Item 1A. Risk Factors —Risks Related to Our Business and Operations—We incur significant operating costs and, from time to time, may have significant liability accruals as a result of environmental laws and regulations, which costs and accruals could significantly increase, and reduce our profitability or have a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price” in this Annual Report on Form 10-K.

In September 2022, we purchased a 5-year pollution legal liability insurance policy to cover a subset of our properties which we believe present the greatest risk for discovery of preexisting unknown environmental liabilities and for new environmental events. The policy has a $25.0 million in aggregate limit and is subject to various self-insured retentions and other conditions and limitations. Our intention in purchasing this policy was to obtain protection for certain properties which we believe have the greatest risk of significant environmental events.

In light of the uncertainties associated with environmental expenditure contingencies, we are unable to estimate ranges in excess of the amount accrued with any certainty; however, we believe that it is possible that the fair value of future actual net expenditures could be substantially higher than amounts currently recorded by us. Adjustments to accrued liabilities for environmental remediation obligations will be reflected on our consolidated financial statements as they become probable and a reasonable estimate of fair value can be made.

Environmental Litigation

We are subject to various legal proceedings and claims which arise in the ordinary course of our business. As of December 31, 2025 we had $5.6 million accrued, for certain of these matters which we believe were appropriate based on information then currently available. Matters related to our former Newark, New Jersey Terminal and the Lower Passaic River, and our MTBE litigations in the states of Pennsylvania and Maryland, in particular, could cause a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price. For additional information with respect to these and other pending environmental lawsuits and claims, see “Item 3. Legal Proceedings” and Note 3 in “Item 8. Financial Statements and Supplementary Data” in this Annual Report on Form 10-K for the year ended December 31, 2025.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to interest rate risk, primarily as a result of borrowings under our Credit Facility, which bears interest at a rate equal to (i) the sum of a SOFR rate plus a SOFR adjustment of 0.10% plus a margin of 1.30% to 1.90%, or (ii) the sum of a base rate plus a margin of 0.30% to 0.90%, in each case with the margin based on our consolidated total indebtedness to total asset value ratio at the end of each quarterly reporting period.

Based on our outstanding borrowings under the Credit Facility of $250.0 million as of December 31, 2025, an increase in market interest rates of 1.0% for 2026 would decrease our 2026 net income and cash flows by approximately $2.5 million. Our exposure to fluctuations in interest rates will increase or decrease in the future with increases or decreases in the outstanding amount under our Credit Facility and with increases or decreases in amounts outstanding under borrowing agreements entered into with interest rates floating at market rates.

In order to minimize our exposure to credit risk associated with financial instruments, we place our temporary cash investments, if any, with high credit quality institutions. Temporary cash investments, if any, are currently held in an overnight bank time deposit with JPMorgan Chase Bank, N.A. and these balances, at times, may exceed federally insurable limits.

See “ Item. 1A. Risk Factors” in this Annual Report on Form 10-K for additional information.

6Item 8. Financial Statements and Supplementary Data

GETTY REALTY CORP. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND

SUPPLEMENTARY DATA

	Page
Consolidated Balance Sheets as of December 31, 2025 and 2024	46
Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2025, 2024 and 2023	47
Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023	48
Notes to Consolidated Financial Statements	49
Report of Independent Registered Public Accounting Firm	74

GETTY REALTY CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

			2024
ASSETS:
Real Estate:
Land	1,050,611		$	943,800
Buildings and improvements	1,141,467			1,028,799
Lease intangible assets	209,184			171,129
Investment in direct financing leases, net	38,853			43,416
Construction in progress	73			96
Real estate held for use	2,440,188			2,187,240
Less accumulated depreciation and amortization	(405,908	)		(350,626	)
Real estate held for use, net	2,034,280			1,836,614
Real estate held for sale, net	1,896			243
Real estate, net	2,036,176			1,836,857
Notes and mortgages receivable	19,466			29,454
Cash and cash equivalents	8,361			9,484
Restricted cash	4,419			4,133
Deferred rent receivable	70,325			61,553
Accounts receivable	2,366			2,509
Right-of-use assets - operating	10,190			12,368
Right-of-use assets - finance	60			107
Prepaid expenses and other assets	22,005			17,215
Total assets	2,173,368		$	1,973,680
LIABILITIES AND STOCKHOLDERS’ EQUITY:
Credit Facility	250,000		$	82,500
Term Loan, net	—			148,951
Senior Unsecured Notes, net	748,351			673,511
Environmental remediation obligations	15,928			20,942
Dividends payable	29,828			26,541
Lease liability - operating	11,300			13,612
Lease liability - finance	174			330
Accounts payable and accrued liabilities	45,658			45,210
Total liabilities	1,101,239			1,011,597
Commitments and contingencies	—			—
Stockholders’ equity:
Preferred stock, 0.01 par value; 20,000,000 authorized; unissued	—			—
Common stock, 0.01 par value; 100,000,000 shares authorized;   59,815,921 and 55,027,144 shares issued and outstanding, respectively	598			550
Accumulated other comprehensive income (loss)	—			(1,864	)
Additional paid-in capital	1,229,340			1,088,390
Dividends paid in excess of earnings	(157,809	)		(124,993	)
Total stockholders’ equity	1,072,129			962,083
Total liabilities and stockholders’ equity	2,173,368		$	1,973,680

All values are in US Dollars.

The accompanying notes are an integral part of these consolidated financial statements.

GETTY REALTY CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(in thousands, except per share amounts)

	Year ended December 31,
	2025			2024			2023
Revenues:
Revenues from rental properties	$	219,585		$	198,669		$	180,488
Interest on notes and mortgages receivable		2,142			4,722			5,358
Total revenues		221,727			203,391			185,846
Operating expenses:
Property costs		8,745			14,859			23,789
Impairments		2,817			3,966			5,243
Environmental		1,950			585			1,261
General and administrative		27,268			25,265			23,735
Depreciation and amortization		61,934			54,984			45,296
Total operating expenses		102,714			99,659			99,324
Gains on dispositions of real estate		7,772			6,038			4,625
Operating income		126,785			109,770			91,147
Other income, net		439			566			574
Interest expense		(46,374	)		(39,272	)		(31,527	)
Loss on termination of interest rate swaps		(1,658	)		—			—
Loss on extinguishment of debt		—			—			(43	)
Net earnings	$	79,192		$	71,064		$	60,151
Basic earnings per common share:
Net Earnings	$	1.35		$	1.26		$	1.16
Diluted earnings per common share:
Net Earnings	$	1.35		$	1.25		$	1.15
Weighted average common shares outstanding:
Basic		56,316			54,305			50,020
Diluted		56,459			54,552			50,216
Net earnings		79,192			71,064			60,151
Other comprehensive loss:
Unrealized gain (loss) on cash flow hedges		1,271			2,688			(3,938	)
Cash flow hedge income reclassified to interest expense		593			(531	)		(83	)
Total other comprehensive income (loss)		1,864			2,157			(4,021	)
Comprehensive income	$	81,056		$	73,221		$	56,130

The accompanying notes are an integral part of these consolidated financial statements.

GETTY REALTY CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Year ended December 31,
	2025			2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings	$	79,192		$	71,064		$	60,151
Adjustments to reconcile net earnings to net cash flow provided by<br>   operating activities:
Depreciation and amortization expense		61,934			54,984			45,296
Impairment charges		2,817			3,966			5,243
Gains on dispositions of real estate		(7,772	)		(6,038	)		(4,625	)
Loss on extinguishment of debt		—			—			43
Deferred rent receivable		(8,772	)		(7,129	)		(4,033	)
Recovery of allowance for credit loss on notes and mortgages receivable<br>   and direct financing leases		(67	)		(177	)		(189	)
Amortization of intangible market lease assets and liabilities		(3,149	)		(143	)		41
Amortization of investment in direct financing leases		4,692			5,580			6,004
Amortization of debt issuance costs		2,494			2,253			1,211
Accretion expense		313			407			585
Stock-based compensation expense		6,918			5,934			5,582
Changes in assets and liabilities:
Accounts receivable		144			2,503			(1,098	)
Prepaid expenses and other assets		(11,089	)		1,493			(2,285	)
Environmental remediation obligations		(7,768	)		(4,756	)		(6,157	)
Accounts payable and accrued liabilities		7,559			563			(471	)
Net cash flow provided by operating activities		127,446			130,504			105,298
CASH FLOWS FROM INVESTING ACTIVITIES:
Property acquisitions		(277,746	)		(290,070	)		(248,072	)
Capital expenditures		(429	)		(878	)		(309	)
Addition to construction in progress, net		4			(1,090	)		(349	)
Proceeds from dispositions of real estate		14,018			12,986			11,201
Deposits for property acquisitions		7,108			(3,023	)		3,930
Issuance of notes and mortgages receivable		(12,821	)		(23,137	)		(119,268	)
Collection of notes and mortgages receivable		27,976			104,743			42,162
Net cash flow used in investing activities		(241,890	)		(200,469	)		(310,705	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings from Credit Facility		616,000			236,000			230,500
Repayments of Credit Facility		(448,500	)		(163,500	)		(290,500	)
Proceeds from Senior Unsecured Notes		125,000			—			125,000
Proceeds from Term Loan		—			75,000			75,000
Repayment of Term Loan		(150,000	)		—			—
Repayments of Senior Unsecured Notes		(50,000	)		—			(75,043	)
Payments of finance lease liability		(156	)		(265	)		(297	)
Payments of cash dividends		(108,653	)		(100,209	)		(86,964	)
Payments of debt issuance costs		(4,510	)		(145	)		(2,932	)
Security deposits received (refunded)		413			2,138			(547	)
Payments in settlement of restricted stock units		(1,266	)		(1,282	)		(1,004	)
Proceeds from issuance of common stock, net - equity offering		113,573			(399	)		112,128
Proceeds from issuance of common stock, net - ATM Program		21,706			30,958			114,103
Net cash flow provided by financing activities		113,607			78,296			199,444
Change in cash, cash equivalents and restricted cash		(837	)		8,331			(5,963	)
Cash, cash equivalents and restricted cash at beginning of year		13,617			5,286			11,249
Cash, cash equivalents and restricted cash at end of year	$	12,780		$	13,617		$	5,286
	Year ended December 31,
---	---	---	---	---	---	---
	2025		2024		2023
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest	$	43,464	$	38,161	$	29,379
Income taxes		525		352		677
Environmental remediation obligations		3,015		3,823		5,856
Non-cash transactions
Dividends declared but not yet paid	$	29,828	$	26,541	$	24,850
Issuance of notes and mortgages receivable related to property dispositions		5,275		—		—

The accompanying notes are an integral part of these consolidated financial statements.

GETTY REALTY CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements include the accounts of Getty Realty Corp. and its wholly-owned subsidiaries. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). We do not distinguish our principal business or our operations on a geographical basis for purposes of measuring performance. We manage and evaluate our operations as a single segment. All significant intercompany accounts and transactions have been eliminated.

Use of Estimates, Judgments and Assumptions

The consolidated financial statements have been prepared in conformity with GAAP, which requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and revenues and expenses during the period reported. Estimates, judgments and assumptions underlying the accompanying consolidated financial statements include, but are not limited to, real estate, receivables, deferred rent receivable, direct financing leases, depreciation and amortization, impairment of long-lived assets, environmental remediation costs, environmental remediation obligations, litigation, accrued liabilities, income taxes and the allocation of the purchase price of properties acquired to the assets acquired and liabilities assumed. Application of these estimates and assumptions requires exercise of judgment as to future uncertainties and, as a result, actual results could differ materially from these estimates.

Reclassifications

Certain prior year amounts have been reclassified to conform to current year presentation. Such reclassifications had no impact on previously reported net earnings.

Real Estate

Real estate assets are stated at cost less accumulated depreciation and amortization. For acquisitions of real estate we estimate the fair value of acquired tangible assets (consisting of land, buildings and improvements) “as if vacant” and identified intangible assets and liabilities (consisting of leasehold interests, intangible market lease assets and liabilities, in-place leases and tenant relationships) and assumed debt. Based on these estimates, we allocate the estimated fair value to the applicable assets and liabilities. Fair value is determined based on an exit price approach, which contemplates the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assumptions used are property and geographic specific and may include, among other things, capitalization rates, market rental rates, discount rates, EBITDA to rent coverage ratios, and land comparables.

We expense transaction costs associated with business combinations in the period incurred. Acquisitions of real estate which do not meet the definition of a business are accounted for as asset acquisitions. The accounting model for asset acquisitions is similar to the accounting model for business combinations except that the acquisition costs are capitalized and allocated to the individual assets acquired and liabilities assumed on a relative fair value basis. For additional information regarding property acquisitions, see Note 13 – Property Acquisitions.

We capitalize direct costs, including costs such as construction costs and professional services, and indirect costs associated with the development and construction of real estate assets while substantive activities are ongoing to prepare the assets for their intended use. The capitalization period begins when development activities are underway and ends when it is determined that the asset is substantially complete and ready for its intended use.

We evaluate the held for sale classification of our real estate as of the end of each quarter. Assets that are classified as held for sale are recorded at the lower of their carrying amount or fair value less costs to sell.

When real estate assets are sold or retired, the cost and related accumulated depreciation and amortization is eliminated from the respective accounts and any gain or loss is credited or charged to income. We evaluate real estate sale transactions where we provide seller financing to determine sale and gain recognition in accordance with GAAP. Expenditures for maintenance and repairs are charged to income when incurred.

Depreciation and Amortization

Depreciation of real estate is computed on the straight-line method based upon the estimated useful lives of the assets, which generally range from 16 to 25 years for buildings and improvements, or the term of the lease if shorter. Asset retirement costs are depreciated over the shorter of the remaining useful lives of USTs or 10 years for asset retirement costs related to environmental

remediation obligations, which costs are attributable to the group of assets identified at a property. Leasehold interests and in-place leases are amortized over the remaining term of the underlying lease.

Direct Financing Leases

Income under direct financing leases is included in revenues from rental properties and is recognized over the lease terms using the effective interest rate method which produces a constant periodic rate of return on the net investments in the leased properties. The investments in direct financing leases are increased for interest income earned and amortized over the life of the leases and reduced by the receipt of lease payments. We consider direct financing leases to be past-due or delinquent when a contractually required payment is not remitted in accordance with the provisions of the underlying agreement.

On June 16, 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurements of Credit Losses on Financial Instruments (“ASU 2016-13”). For additional information regarding our direct financing leases, see Note 2 in “Item 8. Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.

We review our direct financing leases each reporting period to determine whether there were any indicators that the value of our net investments in direct financing leases may be impaired and adjust the allowance for any estimated changes in the credit loss with the resulting change recorded through our consolidated statement of operations. When determining a possible impairment, we take into consideration the collectability of direct financing lease receivables for which a reserve would be required. In addition, we determine whether there has been a permanent decline in the current estimate of the residual value of the property.

During the year ended December 31, 2024, one of our direct financing leases was modified. Upon modification, we reassessed the lease classification and determined that the lease meets the definition of an operating lease under ASC 842. Accordingly, we reclassified the amounts recorded as investment in direct financing leases immediately prior to the modification of $11.2 million to building and improvements on our consolidated balance sheets.

When we enter into a contract to sell properties that are recorded as direct financing leases, we evaluate whether we believe that it is probable that the disposition will occur. If we determine that the disposition is probable and therefore the property’s holding period is reduced, we may adjust an allowance for credit losses to reflect the change in the estimate of the undiscounted future rents. Accordingly, the net investment balance is written down to fair value.

Notes and Mortgages Receivable

Notes and mortgages receivable consists of loans originated by us in conjunction with property dispositions and funding provided to tenants in conjunction with property acquisitions and capital improvements. Notes and mortgages receivable are recorded at stated principal amounts. In accordance with ASU 2016-13, we estimate our credit loss reserve for our notes and mortgages receivable using the weighted average remaining maturity (“WARM”) method, which has been identified as an acceptable loss-rate method for estimating credit loss reserves in the FASB Staff Q&A Topic 326, No. 1. The WARM method requires us to reference historic loan loss data across a comparable data set and apply such loss rate to our notes and mortgages portfolio over its expected remaining term, taking into consideration expected economic conditions over the relevant timeframe. We applied the WARM method for our notes and mortgages portfolio, which share similar risk characteristics. Application of the WARM method to estimate a credit loss reserve requires significant judgment, including (i) the historical loan loss reference data, (ii) the expected timing and amount of loan repayments, and (iii) the current credit quality of our portfolio and our expectations of performance and market conditions over the relevant time period. To estimate the historic loan losses relevant to our portfolio, we used our historical loan performance since the launch of our loan origination business in 2013. As of December 31, 2025 and 2024, the allowance for credit losses on notes and mortgages receivable was $0.3 million.

We also originate construction loans and provide development financing for the construction of income-producing properties which we generally expect to purchase via sale-leaseback transactions at the end of the construction period. During the year ended December 31, 2025, we funded $8.5 million and, as of December 31, 2025, had outstanding $7.5 million of such construction loans and development financing. Our construction loans and development financing generally provide for funding only during the construction period, which is typically nine to twelve months, although we will consider construction periods which may extend beyond 24 months. Funds are disbursed based on inspections in accordance with a schedule reflecting the completion of portions of the projects. We also review and inspect each property before disbursement of funds during the term of the construction loan. At the end of the construction period, the construction loans will be repaid with the proceeds from the sale of the properties.

In addition, we may acquire real estate assets under construction from the tenant and commit to provide additional funding to our tenants during the construction period to complete the properties. These transactions do not meet the criteria for sale-leaseback accounting and are accounted for as finance receivables. Accordingly, initial investments and all subsequent fundings made during the construction period are recorded within notes and mortgages receivable on our consolidated balance sheets, and rental payments resulting from these investments are recorded within interest on notes and mortgages receivable on our consolidated statements of operations. At the end of construction period, we will recognize the purchase of the assets, remove the finance receivables from our consolidated

balance sheets, and begin to record rental income from the operating leases. During the year ended December 31, 2025, we funded $2.8 million of such investments and, as of December 31, 2025, there were no amounts outstanding for such investments.

Cash and Cash Equivalents

We consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Our cash and cash equivalents are held in the custody of financial institutions, and these balances, at times, may exceed federally insurable limits.

Restricted Cash

Restricted cash consists of cash that is contractually restricted or held in escrow pursuant to various agreements with counterparties. As of December 31, 2025 and 2024, restricted cash of $4.4 million and $4.1 million, respectively, consisted of security deposits received from our tenants.

Revenue Recognition and Deferred Rent Receivable

We determine the proper amount of revenue to be recognized in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606). To determine the proper amount of revenue to be recognized , we perform the following steps: (i) identify the contract with the customer, (ii) identify the performance obligations within the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations and (v) recognize revenue when (or as) a performance obligation is satisfied. Our primary source of revenue consists of revenue from rental properties and tenant reimbursements that is derived from leasing arrangements, which is specifically excluded from the standard, and thus had no material impact on our consolidated financial statements or notes to our consolidated financial statements as of December 31, 2025, 2024 and 2023.

Lease payments from operating leases are recognized on a straight-line basis over the term of the leases. The cumulative difference between lease revenue recognized under this method and the contractual lease payment terms is recorded as deferred rent receivable on our consolidated balance sheets. We review our accounts receivable, including its deferred rent receivable, related to base rents, straight-line rents, tenant reimbursements and other revenues for collectability. Our evaluation of collectability primarily consists of reviewing past due account balances and considers such factors as the credit quality of our tenant, historical trends of the tenant, changes in tenant payment terms, current economic trends, and other facts and circumstances related to the applicable tenants. In addition, with respect to tenants in bankruptcy, we estimate the probable recovery through bankruptcy claims. If a tenant’s accounts receivable balance is considered uncollectable, we will write off the related receivable balances and cease to recognize lease income, including straight-line rent unless cash is received. If the collectability assessment subsequently changes to probable, any difference between the lease income that would have been recognized if collectability had always been assessed as probable and the lease income recognized to date, is recognized as a current-period adjustment to revenues from rental properties. Our reported net earnings are directly affected by our estimate of the collectability of our accounts receivable.

The present value of the difference between the fair market rent and the contractual rent for intangible market lease assets and liabilities at the time properties are acquired is amortized into revenues from rental properties over the remaining terms of the in-place leases. Lease termination fees are recognized as other income when earned upon the termination of a tenant’s lease and relinquishment of space in which we have no further obligation to the tenant.

The sales of non-financial assets, such as real estate, are to be recognized when control of the asset transfers to the buyer, which will occur when the buyer has the ability to direct the use of or obtain substantially all of the remaining benefits from the asset. This generally occurs when the transaction closes and consideration is exchanged for control of the property.

Impairment of Long-Lived Assets

Assets are written down to fair value when events and circumstances indicate that the assets might be impaired and the projected undiscounted cash flows estimated to be generated by those assets are less than the carrying amount of those assets. Assets held for disposal are written down to fair value less estimated disposition costs.

The estimated fair value of real estate is based on the price that would be received from the sale of the property in an orderly transaction between market participants at the measurement date. In general, we consider multiple internal valuation techniques when measuring the fair value of a property, all of which are based on unobservable inputs and assumptions that are classified within Level 3 of the Fair Value Hierarchy. These assessments have a direct impact on our net income because recording an impairment loss results in an immediate negative adjustment to net income. The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding future rental rates and operating expenses that could differ materially from actual results in future periods. Where properties held for use have been identified as having a potential for sale, additional judgments are required related to the determination as to the appropriate period over which the projected undiscounted cash flows should include the operating cash flows and the amount included as the estimated residual value. This requires significant judgment. In some cases, the results of whether impairment is indicated are sensitive to changes in assumptions input into the estimates, including the holding period until expected sale.

We recorded impairment charges aggregating $2.8 million, $4.0 million, and $5.2 million for the years ended December 31, 2025, 2024 and 2023, respectively. Our estimated fair values, as they relate to property carrying values, were primarily based upon estimated sales prices from third-party offers based on signed contracts, letters of intent or indicative bids, for which we do not have access to the unobservable inputs used to determine these estimated fair values, and/or consideration of the amount that currently would be required to replace the asset, as adjusted for obsolescence, and resulted in $0.7 million of impairments charges recognized during the year ended December 31, 2025. During the year ended December 31, 2025, the remaining impairments of $2.1 million were due to the accumulation of asset retirement costs as a result of changes in estimates associated with our estimated environmental liabilities which increased the carrying values of certain properties in excess of their fair values. For the years ended December 31, 2025, 2024 and 2023, impairment charges aggregating $0.8 million, $0.8 million and $2.3 million, respectively, were related to properties that were previously disposed of by us.

Fair Value of Financial Instruments

All of our financial instruments are reflected in the accompanying consolidated balance sheets at amounts which, in our estimation based upon an interpretation of available market information and valuation methodologies, reasonably approximate their fair values, except those separately disclosed in the notes below.

The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates of fair value that affect the reported amounts of assets and liabilities and disclosure of assets and liabilities at the date of the consolidated financial statements and revenues and expenses during the period reported using a hierarchy (the “Fair Value Hierarchy”) that prioritizes the inputs to valuation techniques used to measure the fair value. The Fair Value Hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The levels of the Fair Value Hierarchy are as follows: “Level 1” – inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access at the measurement date; “Level 2” – inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, including inputs in markets that are not considered to be active; and “Level 3” – inputs that are unobservable. Certain types of assets and liabilities are recorded at fair value either on a recurring or non-recurring basis. Assets required or elected to be marked-to-market and reported at fair value every reporting period are valued on a recurring basis. Other assets not required to be recorded at fair value every period may be recorded at fair value if a specific provision or other impairment is recorded within the period to mark the carrying value of the asset to market as of the reporting date. Such assets are valued on a non-recurring basis.

Environmental Remediation Obligations

We record the fair value of an environmental remediation obligation as an asset and liability when there is a legal obligation associated with the retirement of a tangible long-lived asset and the liability can be reasonably estimated. Environmental remediation obligations are estimated based on the level and impact of contamination at each property. The accrued liability is the aggregate of our estimate of the fair value of cost for each component of the liability. The accrued liability is net of estimated recoveries from state underground storage tanks (“UST”) remediation funds considering estimated recovery rates developed from prior experience with the funds. Net environmental liabilities are currently measured based on their expected future net cash flows which have been adjusted for inflation and discounted to present value. We accrue for environmental liabilities that we believe are allocable to other potentially responsible parties if it becomes probable that the other parties will not pay their environmental remediation obligations. For additional information regarding our environmental obligations, see Note 6 – Environmental Obligations.

Litigation

Legal fees related to litigation are expensed as legal services are performed. We provide for litigation accruals, including certain litigation related to environmental matters, when it is probable that a liability has been incurred and a reasonable estimate of the liability can be made. If the estimate of the liability can only be identified as a range, and no amount within the range is a better estimate than any other amount, the minimum of the range is accrued for the liability. We accrue our share of environmental litigation liabilities based on our assumptions of the ultimate allocation method and share that will be used when determining our share of responsibility.

Income Taxes

We file a federal income tax return on which are consolidated our tax items and the tax items of our subsidiaries that are pass-through entities. Effective January 1, 2001, we elected to qualify, and believe that we are operating so as to qualify, as a REIT for federal income tax purposes. Accordingly, we generally will not be subject to federal income tax on qualifying REIT income, provided that distributions to our stockholders equal at least the amount of our taxable income as defined under the Internal Revenue Code. We accrue for uncertain tax matters when appropriate. The accrual for uncertain tax positions is adjusted as circumstances change and as the uncertainties become more clearly defined, such as when audits are settled or exposures expire. Tax returns filed for the years ended December 31, 2022, 2023 and 2024, and tax returns which will be filed for the year ended December 31, 2025, remain open to examination by federal and state tax jurisdictions under the respective statutes of limitations.

New Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027,with early adoption permitted. We are currently evaluating the impact of adopting ASU 2024-03.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments–Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets ("ASU 2025-05"), effective for annual periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The amendments in this update provide all entities with a practical expedient, which allows entities to assume current conditions as of the balance sheet date do not change for the remaining life of the asset, in developing reasonable and supportable forecasts as part of estimating expected credit losses. We are currently evaluating the potential impact of adopting ASU 2025-05 on our consolidated financial statements and disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”). ASU 2025-11 is intended to clarify and improve certain aspects of interim financial reporting, including the requirements for interim disclosures and the application of recognition and measurement guidance in interim periods. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2026. We are currently evaluating the potential impact of the guidance and potential additional disclosures required.

NOTE 2. — LEASES

As Lessor

As of December 31, 2025, we owned 1,145 properties and leased 29 properties from third-party landlords. These 1,174 properties are located in 44 states across the United States and Washington, D.C. Substantially all of our properties are leased on a triple-net basis to convenience store operators, petroleum distributors, express tunnel car wash operators and other automotive-related and retail tenants. Our tenants either operate their business at our properties directly or, in the case of certain convenience stores and gasoline and repair stations, sublet our properties and supply fuel to third parties that operate the businesses. Our triple-net lease tenants are responsible for the payment of all taxes, maintenance, repairs, insurance and other operating expenses relating to our properties, and are also responsible for environmental contamination occurring during the terms of their leases and in certain cases also for environmental contamination that existed before their leases commenced. For additional information regarding our environmental obligations, see Note 6 – Environmental Obligations.

The majority of our tenants’ financial results depend on convenience store sales, the sale of refined petroleum products and/or the sale of automotive services and parts. During the terms of our leases, we monitor the credit quality of our triple-net lease tenants by reviewing their published credit rating, if available, reviewing publicly available financial statements, or reviewing financial or other operating statements which are delivered to us pursuant to applicable lease agreements, monitoring news reports regarding our tenants and their respective businesses, and monitoring the timeliness of lease payments and the performance of other financial covenants under their leases.

Pursuant to ASU 2016-02, for leases in which we are the lessor, we are (i) retaining classification of our historical leases as we were not required to reassess classification upon adoption of the new standard, (ii) expensing indirect leasing costs in connection with new or extended tenant leases, the recognition of which would have been deferred under prior accounting guidance and (iii) aggregating revenue from our lease components and non-lease components (comprised of tenant reimbursements) into revenue from rental properties.

Revenues from rental properties for the years ended December 31, 2025, 2024 and 2023, were $219.6 million, $198.7 million, and $180.5 million, respectively. Base rental income included in revenues from rental properties was $207.3 million, $186.1 million, and $163.0 million for the years ended December 31, 2025, 2024, and 2023, respectively.

In accordance with GAAP, we recognize rental revenue in amounts which vary from the amount of rent contractually due during the periods presented. As a result, revenues from rental properties include non-cash adjustments recorded for deferred rental revenue due to the recognition of rental income on a straight-line basis over the current lease term, the net amortization of intangible market lease assets and liabilities, rental income recorded under direct financing leases using the effective interest method which produces a constant periodic rate of return on the net investments in the leased properties and the amortization of deferred lease incentives. Non-cash adjustments included in revenues from rental properties resulted in an increase in revenue of $7.2 million and $1.7 million for the years ended December 31, 2025 and 2024, respectively, and a reduction in revenue of $2.0 million for the year ended December 31, 2023.

Tenant reimbursements, which are included in revenues from rental properties and which consist of real estate taxes and other municipal charges paid by us which were reimbursed by our tenants pursuant to the terms of triple-net lease agreements, were $5.1 million, $10.9 million, and $19.5 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Investment in Direct Financing Leases

The components of the investment in direct financing leases as of December 31, 2025 and 2024 are as follows (in thousands):

	2025			2024
Lease payments receivable	$	44,243		$	53,897
Unguaranteed residual value		7,568			7,568
Unearned Income		(12,532	)		(17,494	)
Allowance for credit losses		(426	)		(555	)
Total	$	38,853		$	43,416

In accordance with ASU 2016-13, during the years ended December 31, 2025, 2024 and 2023, we recorded reductions for credit losses of $129 thousand, $42 thousand and $92 thousand, respectively, on our net investments in direct financing leases due to changes in expected economic conditions, which was included within other income on our consolidated statements of operations. As of December 31, 2025 and 2024, we had recorded an allowance for credit losses of $0.4 million and $0.6 million, respectively, on investment in direct financing leases.

We evaluate the credit quality of our investment in direct financing leases utilizing internal underwriting and credit analysis. Substantially all of our tenants under direct financing leases are required to provide us with specified unit-level and/or corporate-level financial information. At both December 31, 2025 and 2024 no material balances of our investment in direct financing leases were past due.

During the year ended December 31, 2024, one of our direct financing leases was modified. Upon modification, we reassessed the lease classification and determined the lease meets the definition of an operating lease under ASC 842. Accordingly, we reclassified the amounts recorded as investment in direct financing leases immediately prior to the modification to building and improvements.

Future contractual annual rentals receivable from our tenants, which have terms in excess of one year as of December 31, 2025, are as follows (in thousands):

	Operating <br> Leases		Direct<br>Financing Leases
2026	$	212,388	$	9,869
2027		207,406		10,089
2028		199,449		9,799
2029		197,517		8,425
2030		192,762		4,844
Thereafter		1,400,809		1,217
Total	$	2,410,331	$	44,243

As Lessee

For leases in which we are the lessee, lease accounting standards require leases with durations greater than twelve months to be recognized on our consolidated balance sheets. We elected the package of transition provisions available for expired or existing contracts, which allowed us to carry forward our historical assessments of (i) whether contracts are or contain leases, (ii) lease classification and (iii) initial direct costs.

As of January 1, 2019, we recognized operating lease right-of-use assets of $25.6 million (net of deferred rent expense) and operating lease liabilities of $26.1 million, which were presented on our consolidated financial statements. The right-of-use assets and lease liabilities are carried at the present value of the remaining expected future lease payments. When available, we use the rate implicit in the lease to discount lease payments to present value; however, our current leases did not provide a readily determinable implicit rate. Therefore, we estimated our incremental borrowing rate to discount the lease payments based on information available and considered factors such as interest rates available to us on a fully collateralized basis and terms of the leases. ASU 2016-02 did not have a material impact on our consolidated balance sheets or on our consolidated statements of operations. The most significant impact was the recognition of right-of-use assets and lease liabilities for operating leases, while our accounting for finance leases remained substantially unchanged.

The following presents the lease-related assets and liabilities (in thousands):

	December 31,<br>2025
Assets
Right-of-use assets - operating	$	10,190
Right-of-use assets - finance		60
Total lease assets	$	10,250
Liabilities
Lease liability - operating	$	11,300
Lease liability - finance		174
Total lease liabilities	$	11,474

The following presents the weighted average lease terms and discount rates of our leases:

Weighted-average remaining lease term (years):
Operating leases	6.6
Finance leases	1.3
Weighted-average discount rate:
Operating leases (a)		4.70	%
Finance leases		14.00	%

• Upon adoption of the new lease standard, discount rates used for existing leases were established at January 1, 2019.

The following presents our total lease costs (in thousands):

	December 31,<br>2025
Operating lease cost	$	2,695
Finance lease cost
Amortization of leased assets		156
Interest on lease liabilities		23
Short-term lease cost		—
Total lease cost	$	2,874

The following presents supplemental cash flow information related to our leases (in thousands):

	December 31,<br>2025
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	2,829
Operating cash flows for finance leases		23
Financing cash flows for finance leases		156

As of December 31, 2025, scheduled lease liabilities mature as follows (in thousands):

	Operating <br> Leases			Direct<br>Financing Leases
2026	$	2,569		$	146
2027		2,233			38
2028		2,110			—
2029		1,851			—
2030		1,612			—
Thereafter		2,966			—
Total lease payments		13,341			184
Less: amount representing interest		(2,041	)		(10	)
Present value of lease payments	$	11,300		$	174

We have obligations to lessors under non-cancelable operating leases which have terms in excess of one year, principally for convenience store and gasoline station properties. The leased properties have a remaining lease term averaging approximately

7.8

years, including renewal options. Future minimum annual rentals payable under such leases, excluding renewal options, are as follows: 2026 – $2.9 million, 2027 – $2.3 million, 2028 – $1.9 million, 2029 – $1.6 million, 2030 – $1.4 million and $1.9 million thereafter. Rent expense, substantially all of which consists of minimum rentals on non-cancelable operating leases, amounted to $2.0 million, $2.3 million and $2.4 million for the years ended December 31, 2025, 2024 and 2023, respectively, and is included in property costs. Rent received under subleases for the years ended December 31, 2025, 2024 and 2023, was $4.5 million, $5.3 million and $5.8 million, respectively, and is included in rental revenue discussed above.

Major Tenants

As of December 31, 2025 and 2024, we had two significant tenants by revenue:

	2025					2024
	Number of properties		% of Total Revenues			Number of properties		% of Total Revenues
ARKO Corp. (NASDAQ: ARKO)		148		12	%		148		13	%
Global Partners LP (NYSE: GLP)		127		10	%		128		12	%

Getty Petroleum Marketing, Inc.

Getty Petroleum Marketing Inc. (“Marketing”) was our largest tenant from 1997 until 2012 under a unitary triple-net master lease that was terminated in April 2012, at which time we either sold or released these properties. As of December 31, 2025, 287 of the properties we own or lease were previously leased to Marketing, of which 262 properties are subject to ten separate, long-term triple-net leases with petroleum distributors, and 22 properties are subject to single-unit triple-net leases (one property is vacant and two properties are under redevelopment). These leases generally have initial terms of 15 years with tenant options for successive renewal terms of up to 20 years and, as of December 31, 2025, the weighted average remaining lease term, excluding renewal options, for the properties previously leased to Marketing was

6.0

years. In connection with leases previously leased to Marketing, title to the USTs and the related retirement and decommissioning obligations were transferred to the tenants. We remain contingently liable if tenants fail to perform. Through December 31, 2025, we removed $13.8 million of asset retirement obligations and $10.8 million of net asset retirement costs related to USTs from our balance sheet. The remaining $0.3 million (net of accumulated amortization of $2.7 million) is recorded as deferred rental revenue and is recognized on a straight-line basis as additional rental revenue over the respective lease terms.

NOTE 3. — COMMITMENTS AND CONTINGENCIES

Credit Risk

In order to minimize our exposure to credit risk associated with financial instruments, we place our temporary cash investments, if any, with high credit quality institutions. Temporary cash investments, if any, are currently held in an overnight bank time deposit with JPMorgan Chase Bank, N.A. and these balances, at times, may exceed federally insurable limits.

Legal Proceedings

We are subject to various legal proceedings and claims which arise in the ordinary course of our business. As of December 31, 2025 and 2024, we had $5.6 million and $0.1 million accrued, respectively, for certain of these matters which we believe were appropriate based on information then currently available. Matters related to our former Newark, New Jersey Terminal and the Lower Passaic River, and our MTBE litigations in the states of Pennsylvania and Maryland, in particular, could cause a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price.

Matters related to our former Newark, New Jersey Terminal and the Lower Passaic River.

In 2004, the United States Environmental Protection Agency (“EPA”) issued General Notice Letters (“GNL”) to over 100 entities, including us, alleging that they are potentially responsible parties (“PRPs”) with respect to a 17-mile stretch of the Passaic River from Dundee Dam to the Newark Bay and its tributaries (the Lower Passaic River Study Area or “LPRSA”). The LPRSA is part of the Diamond Alkali Superfund Site (“Superfund Site”) that includes the former Diamond Shamrock Corporation manufacturing facility located at 80-120 Lister Ave. in Newark, New Jersey (the “Diamond Shamrock Facility”), the LPRSA, and the Newark Bay Study Area (i.e, Newark Bay and portions of surrounding rivers and channels). One of the GNL recipients is Occidental Chemical Corporation (“Occidental”), the predecessor to the former owner/operator of the Diamond Shamrock Facility responsible for the discharge of 2,3,8,8-TCDD (“dioxin”) and other hazardous substances. In May 2007, over 70 GNL recipients, including us, entered into an Administrative Settlement Agreement and Order on Consent (“AOC”) with the EPA to perform a Remedial Investigation and Feasibility Study

(“RI/FS”) for the LPRSA to address investigation and evaluation of alternative remedial actions with respect to alleged damages to the entire 17-mile LPRSA, which the EPA has designated Operable Unit 4 or “OU4”. Many of the parties to the AOC, including us, are also members of a Cooperating Parties Group (“CPG”). In 2015, the CPG submitted a draft RI/FS to the EPA setting forth various alternatives for remediating the LPRSA. In October 2018, the EPA issued a letter directing the CPG to prepare a streamlined feasibility study for just the upper 9-miles of the LPRSA. On December 4, 2020, the CPG submitted a Final Draft Interim Remedy Feasibility Study (“IR/FS”) to the EPA which identified various targeted dredge and cap alternatives for the upper 9-miles of the LPRSA. On September 28, 2021, the EPA issued a Record of Decision (“ROD”) for the upper 9-mile IR/FS (“Upper 9-mile IR ROD”) consisting of dredging and capping to control sediment sources of dioxin and polychlorinated biphenyls at an estimated cost of $441.0 million.

In addition to the RI/FS activities, in June 2012, certain members of the CPG entered into an Administrative Settlement Agreement and Order on Consent (“10.9 AOC”) with the EPA to perform certain remediation activities, including removal and capping of sediments at the river mile 10.9 area and certain testing, which remedial work has been completed. Concurrent with the CPG’s work on the RI/FS, on April 11, 2014, the EPA issued a draft Focused Feasibility Study (“FFS”) with proposed remedial alternatives to remediate the lower 8.3-miles of the LPRSA. On March 4, 2016, the EPA issued a ROD for the lower 8.3-miles (“Lower 8-mile ROD”) selecting a remedy that involves bank-to-bank dredging and installing an engineered cap with an estimated cost of $1.38 billion.

On March 31, 2016, the EPA issued a “Notice of Potential Liability and Commencement of Negotiations for Remedial Design” (“Notice”) to more than 100 PRPs, including us, which informed the recipients that the EPA intends to seek an Administrative Order on Consent and Settlement Agreement with Occidental (who the EPA considers the primary contributor of dioxin and other pesticides generated from the production of Agent Orange at its Diamond Shamrock Facility and a discharger of other contaminants of concern (“COCs”) to the Superfund Site) requiring Occidental to prepare the remedial design of the remedy selected in the Lower 8-mile ROD. The EPA has designated the lower 8.3 miles of the LPRSA as Operable Unit 2 or “OU2”, which is geographically subsumed within OU4. On September 30, 2016, Occidental entered into an agreement with the EPA to perform the remedial design for OU2.

By letter dated March 30, 2017, the EPA advised the recipients of the Notice that it would be entering into cash out settlements with certain PRPs who the EPA stated did not discharge any of the eight hazardous substances identified as a COC in the Lower 8-mile ROD to resolve their alleged liability for OU2. Cash out settlements were finalized in 2018 and 2021 with a total of 21 PRPs. The EPA’s March 30, 2017 letter also stated that other parties who did not discharge dioxins, furans or polychlorinated biphenbiphenylsyls (which are considered the COCs posing the greatest risk to the river) may also be eligible for cash out settlements, and that the EPA would begin a process for identifying such other PRPs for negotiation of future cash out settlements and to initiate negotiations with Occidental and other major PRPs for the implementation and funding of the OU2 remedy. In August 2017, the EPA appointed an independent third-party allocation expert to conduct a confidential allocation proceeding that would assign non-binding shares of responsibility to PRPs identified by the EPA for cash out settlements. Most of the PRPs identified by the EPA, including the Company, participated in the allocation process. Occidental did not participate in the allocation proceedings, but on June 30, 2018, filed a complaint in the United States District Court for the District of New Jersey listing over 120 defendants, including us, seeking cost recovery and contribution under the Comprehensive Environmental Response, Compensation, and Liability Act for response costs incurred and to be incurred relating to the LPRSA, including the investigation, design, and anticipated implementation of the OU2 remedy (the “Occidental Lawsuit”). We continue to defend the claims asserted in the Occidental Lawsuit individually and in coordination with a group of several other named defendants known as the “Small Parties Group” or “SPG” consistent with our defenses in the related proceedings. On January 5, 2024, the Court entered an Order to Stay the Occidental Lawsuit pending the Court’s adjudication of a Motion to Enter the Modified Consent Decree filed by the United States on January 31, 2024, as discussed below.

The allocator issued a final Allocation Recommendation Report in December 2020, which was based upon an allocation methodology approved by the EPA that contains associated allocation shares for each of the parties invited to participate in the allocation, including Occidental - who the allocator concluded was responsible for more than 99% of the costs to implement the OU2 remedy. As a result of the allocation process, the EPA and 85 parties (the “Settling Parties”), including us, began settlement negotiations and reached an agreement on a cash-out settlement to resolve their alleged liability for the remediation of the entire LPRSA. The EPA concluded that the Settling Parties, individually and collectively, were responsible for only a minor share of the response costs incurred and to be incurred at or in connection with implementing the OU2 and OU4 remedies for the entire 17-mile Lower Passaic River.

In December 2022, the EPA and the Settling Parties finalized their agreement in a proposed consent decree (“CD”), pursuant to which and without admitting liability, the Settling Parties agree to pay the EPA the collective sum of $150.0 million in exchange for contribution protection from claims by non-settling PRPs (including Occidental) for the matters addressed in the CD and the issuance of a notice of completion by the EPA of both the 2007 RI/FS AOC and the 10.9 AOC, upon completion of certain defined tasks in the CD. All 85 Settling Parties contributed to an escrow account agreed upon shares of the settlement amount, which are subject to a confidentiality agreement. Our settlement contribution was in line with legal reserves we had previously established. On December 16, 2022, the United States filed an action in the New Jersey District Court against the Settling Defendants which included lodging of the proposed CD to resolve claims against the Settling Parties for costs associated with cleaning up the LPRSA (the “CD Action”). On December 22, 2022, the EPA published a notice of lodging of the proposed CD in the Federal Register, opening a 45-day public comment period, which was subsequently extended to 90-days. On December 23, 2022, Occidental filed a motion to intervene in the CD Action and subsequently filed voluminous comments objecting to the entry of the proposed CD. On January 17, 2024, the United States informed the Court that it completed reviewing public comments, including those from Occidental, and found no reasons to consider the proposed CD as inappropriate, improper, or inadequate. Nevertheless, the United States decided that certain limited changes to the CD should be made prior to moving for approval thereof. These changes involved removing three parties and a modification to the

United States' reservation of rights. The remaining 82 Settling Parties, including us, concurred with these changes, leading to the United States filing a Modified Consent Decree (“Modified CD”) with the Court on the same day, January 17, 2024. On January 31, 2024, the United States filed a copy of all public comments received on the proposed CD, its Response to the public comments and a Motion to Enter the Modified CD. The Motion to Enter the Modified CD and accompanying memorandum of law states that the United States has determined that the proposed settlement is reasonable, fair and consistent with the statutory purpose of CERCLA.

On December 18, 2024, the Court issued an Order and Opinion granting the United States’ Motion to Enter the Modified CD finding the settlement procedurally sound, substantively fair and reasonable, and in furtherance of CERCLA’s goals.

On January 9, 2025, Nokia of America Corporation, an intervening party, filed a Notice of Appeal of the Order to the United States Court of Appeals for the Third Circuit. Occidental, also an intervening party, filed a separate Notice of Appeal on February 13, 2025. The timeline for resolving the appeals before the Third Circuit remains inherently uncertain. Depending on the time required for briefing and deliberation, a decision will extend into 2026.

In 2025, following its appeal of the Modified CD, Occidental underwent a corporate reorganization that ultimately resulted in the segregation of its business assets from its legacy environmental liabilities (including those related to the Diamond Alkali Superfund Site) and the formation of two newly created entities: Occidental Chemical Company (“OxyChem”) and Environmental Resource Holdings, LLC (“ERH”). Consequently, in February, 2026, members of the SPG filed a declaratory judgment action in the New Jersey District Court seeking a ruling that both OxyChem and ERH remain jointly and severally liable for all of Occidental’s CERCLA obligations relating to the Diamond Alkali Superfund Site.

If the Modified CD remains in its currently approved form after the appeals process is exhausted, our alleged liability to the EPA and to any non-settling parties, including Occidental, for the remediation of the entire 17-mile Lower Passaic River and its tributaries will be resolved. If the District Court’s Order is overturned on appeal, then, based on currently known facts and circumstances, including, among other factors, the EPA’s conclusion that we are individually and collectively with numerous other parties only responsible for a minor share of the response costs incurred or to be incurred in connection with the LPRSA, our relative participation in the costs related to the 2007 AOC and 10.9 AOC, our belief that there was not any use or discharge of dioxins, furans or polychlorinated biphenyls in connection with our former petroleum storage operations at our former Newark, New Jersey Terminal, and that there are numerous other parties who will likely bear the costs of remediation and/or damages, we do not believe that resolution of the Lower Passaic River proceedings as relates to us is reasonably likely to have a material impact on our results of operations. Nevertheless, if the District Court’s Order is overturned or is not ultimately approved in its current form, performance of the EPA’s selected remedies for the LPRSA may be subject to future negotiation, potential enforcement proceedings and/or possible litigation and, on this basis, our ultimate liability in the proceedings pertaining to the LPRSA remains uncertain and subject to contingencies which cannot be predicted and an outcome which is not yet known. We previously transferred funds to an escrow account based on our share of the settlement contemplated by the Modified CD, however it is possible that circumstances may including but not limited to possible consequences of an adverse ruling in the above referenced declaratory judgment action, such that and losses related to the Lower Passaic River proceedings could exceed the amounts we have funded.

MTBE Litigation – State of Pennsylvania

On July 7, 2014, our subsidiary, Getty Properties Corp., was served with a complaint filed by the Commonwealth of Pennsylvania (the “State”) in the Court of Common Pleas, Philadelphia County relating to alleged statewide MTBE contamination in Pennsylvania. The named plaintiff is the State, by and through (then) Pennsylvania Attorney General Kathleen G. Kane (as Trustee of the waters of the State), the Pennsylvania Insurance Department (which governs and administers the Underground Storage Tank Indemnification Fund), the Pennsylvania Department of Environmental Protection (vested with the authority to protect the environment) and the Pennsylvania Underground Storage Tank Indemnification Fund. The complaint names us and more than 50 other petroleum refiners, manufacturers, transporters, distributors and retailers of MTBE or gasoline containing MTBE who are alleged to have manufactured, distributed, stored and sold MTBE gasoline in Pennsylvania. The complaint seeks compensation for natural resource damages and for injuries sustained as a result of “defendants’ unfair and deceptive trade practices and act in the marketing of MTBE and gasoline containing MTBE.” The plaintiffs also seek to recover costs paid or incurred by the State to detect, treat and remediate MTBE from public and private water wells and groundwater. The plaintiffs assert causes of action against all defendants based on multiple theories, including strict liability – defective design; strict liability – failure to warn; public nuisance; negligence; trespass; and violation of consumer protection law.

The case was filed in the Court of Common Pleas, Philadelphia County, but was removed by defendants to the United States District Court for the Eastern District of Pennsylvania and then transferred to the United States District Court for the Southern District of New York so that it may be managed as part of the ongoing MTBE MDL proceedings. In November 2015, plaintiffs filed a Second Amended Complaint naming additional defendants and adding factual allegations against the defendants. We joined with other defendants in the filing of a motion to dismiss the claims against us, which was granted in part and denied in part.

The initial discovery phase of the litigation has concluded, and the U.S. District Court for the Southern District of New York has approved the transfer of certain discovered focus sites to the U.S. District Court for the Eastern District of Pennsylvania for trial. Our focus sites were not among those transferred for trial. The U.S. District Court for the Southern District of New York has retained the

remainder of the focus sites for additional discovery, and upon completion of such discovery, additional pretrial motion practice is anticipated. Once all pretrial motions pertaining to this phase of the litigation are concluded, the remainder of the case is expected to be remanded to the Eastern District of Pennsylvania for trial. Multiple defendants in the case have settled with plaintiff. We continue to vigorously defend the claims made against us. We have recorded an accrual in connection with this matter based on management’s judgment that a loss is probable and the amount is reasonably estimable. Our ultimate liability in this proceeding is uncertain and subject to numerous contingencies, the outcome of which are not yet known.

MTBE Litigation – State of Maryland

On December 17, 2017, the State of Maryland, by and through the Attorney General on behalf of the Maryland Department of Environment and the Maryland Department of Health (the “State of Maryland”), filed a complaint in the Circuit Court for Baltimore City related to alleged statewide MTBE contamination in Maryland. The complaint was served upon us on January 19, 2018. The complaint names us and more than 60 other defendants. Subsequent to service of the complaint, the defendants removed the case to the United States District Court for the District of Maryland. The complaint seeks compensation for natural resource damages and for injuries sustained as a result of the defendants’ unfair and deceptive trade practices in the marketing of MTBE and gasoline containing MTBE. The plaintiffs also seek to recover costs paid or incurred by the State of Maryland to detect, investigate, treat and remediate MTBE from public and private water wells and groundwater, punitive damages and the award of attorneys’ fees and litigation costs. The plaintiffs assert causes of action against all defendants based on multiple theories, including strict liability – defective design; strict liability – failure to warn; strict liability for abnormally dangerous activity; public nuisance; negligence; trespass; and violations of Titles 4, 7 and 9 of the Maryland Environmental Code.

We are vigorously defending the claims made against us. We have recorded an accrual in connection with this matter based on management’s judgment that a loss is probable and the amount is reasonably estimable. Our ultimate liability, if any, in this proceeding is uncertain and subject to numerous contingencies the outcome of which are not yet known.

NOTE 4. — DEBT

The amounts outstanding under our Credit Facility, Term Loan, and Senior Unsecured Notes, exclusive of extension options, are as follows (in thousands):

			Year ended December 31,
	Maturity<br>Date	Interest<br>Rate	2025			2024
Credit Facility	January 2029	5.06%	$	250,000		$	82,500
Term Loan	October 2025	6.13%		—			150,000
Series C Note	February 2025	4.75%		—			50,000
Series D-E Notes	June 2028	5.47%		100,000			100,000
Series F-H, R Notes	September 2029	4.09%		175,000			125,000
Series I-K Notes	November 2030	3.43%		175,000			175,000
Series L-N, S-T Notes	February 2032	4.41%		175,000			100,000
Series O-Q Notes	January 2033	3.65%		125,000			125,000
Total debt				1,000,000			907,500
Unamortized debt issuance costs, net (a)				(5,044	)		(3,158	)
Total debt, net			$	994,956		$	904,342

• Unamortized debt issuance costs related to the Credit Facility were $3.5 million and $0.6 million, respectively, as of December 31, 2025 and 2024, and are included in prepaid expenses and other assets on our consolidated balance sheets.

Credit Facility

In January 2025, we entered into a third amended and restated credit agreement (as amended, the “Third Restated Credit Agreement”). The Third Restated Credit Agreement provides for an unsecured revolving credit facility (the “Credit Facility”) in an aggregate principal amount of $450.0 million and includes an accordion feature to increase the revolving commitments or add one or more tranches of term loans up to an additional aggregate amount not to exceed $300.0 million, subject to certain conditions, including one or more new or existing lenders agreeing to provide commitments for such increased amount and that no default or event of default shall have occurred and be continuing under the terms of the Credit Facility.

The Credit Facility matures in January 2029, subject to two six-month extensions (for a total of 12 months) exercisable at our option. Our exercise of an extension option is subject to the absence of any default and our compliance with certain conditions, including the payment of extension fees to the lenders under the Credit Facility.

Borrowings under the Credit Facility bear interest at a rate equal to (i) the sum of a SOFR rate plus a SOFR adjustment of 0.10% plus a margin of 1.30% to 1.90%, or (ii) the sum of a base rate plus a margin of 0.30% to 0.90%, in each case with the margin based on our consolidated total indebtedness to total asset value ratio at the end of each quarterly reporting period.

The per annum rate of the unused line fee on the undrawn funds under the Credit Facility is 0.15% to 0.25% based on our daily unused portion of the available Credit Facility.

Term Loan

In October 2023, we entered into a term loan credit agreement (the “Term Loan Agreement”) that provided for a senior unsecured term loan (the "Term Loan") in an aggregate principal amount of $150.0 million. The Term Loan was to mature in October 2025, subject to one twelve-month extension exercisable at our option.

In January 2025, we used borrowings under the Third Restated Credit Agreement to repay, in full, the Term Loan. As a result of this early repayment, we recognized approximately $0.9 million in unamortized debt issuance costs, which were expensed as interest expense on our consolidated statements of operations.

Senior Unsecured Notes

In November 2025, we entered into a note purchase and guarantee agreement with multiple purchasers party thereto pursuant to which, in January 2026, we issued $250.0 million of 5.76% Series U Guaranteed Senior Notes due January 22, 2036 (the “Series U Notes”) to the purchasers and used the proceeds to repay amounts outstanding under our Credit Facility.

In November 2024, we entered into a seventh amended and restated note purchase and guarantee agreement with The Prudential Insurance Company of America and certain of its affiliates (collectively, “Prudential”) (the "Seventh Amended and Restated Prudential Agreement") pursuant to which, in February 2025, we issued $50.0 million of 5.70% Series T Guaranteed Senior Notes due February 22, 2032 (the “Series T Notes”) to Prudential and used the proceeds to repay the $50.0 million of 4.75% Series C Guaranteed Senior Notes due February 25, 2025 (the “Series C Notes”) outstanding under our sixth amended and restated note purchase and guarantee agreement with Prudential (the "Sixth Amended and Restated Prudential Agreement"). The other senior unsecured notes outstanding as of December 31, 2025 under the Sixth Amended and Restated Prudential Agreement, including (i) $50.0 million of 5.47% Series D Guaranteed Senior Notes due June 21, 2028 (the “Series D Notes”), (ii) $50.0 million of 3.52% Series F Guaranteed Senior Notes due September 12, 2029 (the “Series F Notes”), (iii) $100.0 million of 3.43% Series I Guaranteed Senior Notes due November 25, 2030 (the “Series I Notes”) and (iv) $80.0 million of 3.65% Series Q Guaranteed Senior Notes due January 20, 2033 (the “Series Q Notes”), remain outstanding under the Seventh Amended and Restated Prudential Agreement.

In November 2024, we entered into an amended and restated note purchase and guarantee agreement with New York Life Insurance Company and certain of its affiliates (collectively, “New York Life”) (the “Amended and Restated New York Life Agreement”) pursuant to which, in February 2025, we issued $50.0 million of 5.52% Series R Guaranteed Senior Notes due September 12, 2029 (the “Series R Notes”) and $25.0 million of 5.70% Series S Guaranteed Senior Notes due February 22, 2032 (the “Series S Notes”) to New York Life. The other senior unsecured notes outstanding as of December 31, 2025 under our note purchase and guarantee agreement with New York Life (the “New York Life Agreement”), including (i) $25.0 million of 3.45% Series N Guaranteed Senior Notes due February 22, 2032 (the “Series N Notes”) and (ii) $25.0 million of 3.65% Series P Guaranteed Senior Notes due January 20, 2033 (the “Series P Notes”), remain outstanding under the Amended and Restated New York Life Agreement.

In February 2022, we entered into a second amended and restated note purchase and guarantee agreement with American General Life Insurance Company and certain of its affiliates (collectively, “AIG”) (the “Second Amended and Restated AIG Agreement”) pursuant to which we issued $55.0 million of 3.45% Series L Guaranteed Senior Notes due February 22, 2032 (the “Series L Notes”) to AIG. The other senior unsecured notes outstanding as of December 31, 2025 under our first amended and restated note purchase and guarantee agreement with AIG (the “First Amended and Restated AIG Agreement”), including (i) $50.0 million of 3.52% Series G Guaranteed Senior Notes due September 12, 2029 (the “Series G Notes”) and (ii) $50.0 million of 3.43% Series J Guaranteed Senior Notes due November 25, 2030 (the “Series J Notes”), remain outstanding under the Second Amended and Restated AIG Agreement.

In February 2022, we entered into a second amended and restated note purchase and guarantee agreement with Massachusetts Mutual Life Insurance Company and certain of its affiliates (collectively, “MassMutual”) (the “Second Amended and Restated MassMutual Agreement”) pursuant to which we issued $20.0 million of 3.45% Series M Guaranteed Senior Notes due February 22, 2032 (the “Series M Notes”) and, in January 2023, $20.0 million of 3.65% Series O Guaranteed Senior Notes due January 20, 2033 (the “Series O Notes”) to MassMutual. The other senior unsecured notes outstanding as of December 31, 2025 under our first amended and restated note purchase and guarantee agreement with MassMutual (the “First Amended and Restated MassMutual Agreement”), including (i) $25.0 million of 3.52% Series H Guaranteed Senior Notes due September 12, 2029 (the “Series H Notes”) and (ii) $25.0 million of 3.43% Series K Guaranteed Senior Notes due November 25, 2030 (the “Series K Notes”), remain outstanding under the Second Amended and Restated MassMutual Agreement.

In June, 2018, we entered into a note purchase and guarantee agreement with MetLife and certain of its affiliates (collectively, “MetLife”) (the “MetLife Agreement”) pursuant to which we issued $50.0 million of 5.47% Series E Guaranteed Senior Notes due June 21, 2028 (the “Series E Notes”) to MetLife.

The funded and outstanding Series D Notes, Series E Notes, Series F Note, Series G Notes, Series H Notes, Series I Notes, Series J Notes, Series K Notes, Series L Notes, Series M Notes, Series N Notes, Series O Notes, Series P Notes, Series Q Notes, Series R Notes, Series S Notes, Series T Notes and Series U Notes are collectively referred to as the “Senior Unsecured Notes”.

Covenants

The Third Restated Credit Agreement and Senior Unsecured Notes contain customary financial covenants such as leverage, coverage ratios and minimum tangible net worth, as well as limitations on restricted payments, which may limit our ability to incur additional debt or pay dividends. The Third Restated Credit Agreement and Senior Unsecured Notes also contain customary events of default, including cross defaults to each other, change of control and failure to maintain REIT status (provided that the Senior Unsecured Notes require a mandatory offer to prepay the notes upon a change in control in lieu of a change of control event of default). Any event of default, if not cured or waived in a timely manner, would increase by 200 basis points (2.00%) the interest rate we pay under the Third Restated Credit Agreement and Senior Unsecured Notes, and could result in the acceleration of our indebtedness outstanding under the Credit Facility and Senior Unsecured Notes. We may be prohibited from drawing funds under the Credit Facility if there is any event or condition that constitutes an event of default under the Second Restated Credit Agreement or that, with the giving of any notice, the passage of time, or both, would be an event of default under the Second Restated Credit Agreement.

As of December 31, 2025, we were in compliance with all of the material terms of the Third Restated Credit Agreement and Senior Unsecured Notes, including the various financial covenants described herein.

Debt Maturities

As of December 31, 2025, scheduled debt maturities, including balloon payments, are as follows (in thousands):

	Credit Facility		Senior<br>Unsecured<br>Notes		Total
2026	$	—	$	—	$	—
2027		—		—		—
2028		—		100,000		100,000
2029 (a)		250,000		175,000		425,000
2030		—		175,000		175,000
Thereafter		—		300,000		300,000
Total	$	250,000	$	750,000	$	1,000,000

• The Credit Facility matures in January 2029. Subject to the terms of the First Amendment to Third Amended and Restated Credit Agreement, and our continued compliance with its provisions, we have the option to extend the term for two six-month periods (for a total of 12 months).

NOTE 5. — DERIVATIVE INSTRUMENTS

We enter into derivative instruments for risk management purposes only, including derivatives designated as hedging instruments as required by FASB ASC Topic 815, Derivatives and Hedging, and those utilized as economic hedges. Our use of derivative instruments is currently limited to interest rate hedges. We do not enter into derivative instruments for trading or speculative purposes, where changes in the cash flows of the derivative are not expected to offset changes in cash flows of the hedged item. All derivatives are recognized on our consolidated balance sheets at fair value. For those derivative instruments for which we intend to elect hedge accounting, at the time the derivative contract is entered into, we document all relationships between hedging instruments and hedged items, as well as our risk-management objective and strategy for undertaking the various hedge transactions. This process includes linking all derivatives designated as cash flow hedges to specific assets and liabilities on our consolidated balance sheets or to specific forecasted transactions. We also formally assess, both at the hedge’s inception and on an ongoing basis, whether the derivatives used in hedging transactions are highly effective in offsetting changes in cash flows of hedged items.

To the extent our derivatives are effective in offsetting the variability of the hedged cash flows, and otherwise meet the cash flow hedge accounting criteria in accordance with GAAP, changes in the derivatives’ fair value are not included in current earnings, but are included in accumulated other comprehensive income (loss). These changes in fair value will be reclassified into earnings at the time of the forecasted transaction. Ineffectiveness measured in the hedging relationship is recorded in earnings in the period in which it occurs.

In October 2023, we entered into interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates on $75.0 million of outstanding variable-rate borrowings over a maximum period ending October 2026. Also, in October 2023, we entered into forward-starting interest rate swap agreements to hedge against changes in interest rates from the trade date through the projected issuance date of $75.0 million of additional variable-rate borrowings, and to hedge against changes in future cash flows resulting from changes in interest rates on the additional $75.0 million of variable-rate borrowings over a maximum period ending October 2026.

In October 2025, we committed to a plan to issue new senior unsecured notes and, upon funding in January 2026, use a portion of the proceeds to fully repay the variable-rate borrowings that were hedged by the interest rate swaps. As a result, forecasted variable-rate interest payments after January 2026 were no longer considered probable of occurring and, accordingly, the Company discontinued hedge accounting for all designated interest rate swaps. As of the date of hedge de-designation, the net loss deferred in AOCI related to the swaps was reclassified into earnings during the fourth quarter of 2025 in accordance with ASC 815-30-40-5.

The interest rate swaps were terminated in December 2025, resulting in a cash settlement payment of $1.7 million. As of December 31, 2025, we had no outstanding derivative instruments.

The following table summarizes the notional amount at inception and fair value of these instruments on our consolidated balance sheets as of December 31, 2025 and 2024 (in thousands):

									Fair Value of Liability
									December 31,
Product	Fixed Rate			Notional		Index	Effective Date	Maturity Date	2025		2024
Swap		4.80	%	$	75,000	Daily Simple SOFR + 10 bps	10/17/2023	10/19/2026	$	—	$	(1,024	)
Swap		4.66	%		75,000	Daily Simple SOFR + 10 bps	4/10/2024	10/19/2026		—		(840	)

The following table presents amounts recorded to accumulated other comprehensive loss related to derivative and hedging activities for the periods presented (in thousands):

	Year ended December 31,
	2025		2024			2023
Accumulated other comprehensive loss	$	—	$	(1,864	)	$	(4,021	)

NOTE 6. — ENVIRONMENTAL OBLIGATIONS

We are subject to numerous federal, state and local laws and regulations, including matters relating to the protection of the environment such as the remediation of known contamination and the retirement and decommissioning or removal of long-lived assets including buildings containing hazardous materials, USTs and other equipment. Environmental costs are principally attributable to remediation costs which are incurred for, among other things, removing USTs, excavation of contaminated soil and water, installing, operating, maintaining and decommissioning remediation systems, monitoring contamination and governmental agency compliance reporting required in connection with contaminated properties.

We enter into leases and various other agreements which contractually allocate responsibility between the parties for known and unknown environmental liabilities at or relating to the subject properties. Under applicable law, we are contingently liable for these environmental obligations in the event that our tenant does not satisfy them, and we are required to accrue for environmental liabilities that we believe are allocable to others under our leases if we determine that it is probable that our tenant will not meet its environmental obligations. Our assumptions regarding the ultimate allocation method and share of responsibility that we use to allocate environmental liabilities may change, which has resulted, and may in the future result, in material adjustments to the amounts recorded for environmental litigation accruals and environmental remediation liabilities. We assess whether to accrue for environmental liabilities based upon relevant factors including our tenants’ histories of paying for such obligations, our assessment of their financial capability, and their intent to pay for such obligations. However, there can be no assurance that our assessments are correct or that our tenants who have paid their obligations in the past will continue to do so. We may ultimately be responsible to pay for environmental liabilities as the property owner if our tenant fails to pay them.

The estimated future costs for known environmental remediation requirements are accrued when it is probable that a liability has been incurred and a reasonable estimate of fair value can be made. The accrued liability is the aggregate of our estimate of the fair value of cost for each component of the liability, net of estimated recoveries from state UST remediation funds considering estimated recovery rates developed from prior experience with the funds.

For substantially all of our triple-net leases, our tenants are contractually responsible for compliance with environmental laws and regulations, removal of USTs at the end of their lease term (the cost of which is mainly the responsibility of our tenant, but in certain cases partially paid for by us) and remediation of any environmental contamination that arises during the term of their tenancy. Our

tenants are also responsible for pre-existing environmental contamination that is discovered during their lease term, except contamination that was known at lease commencement, as to which we have established reserves.

For the subset of our triple-net leases which cover properties previously leased to Marketing (substantially all of which commenced in 2012), the allocation of responsibility differs from our other triple-net leases as it relates to preexisting known and unknown contamination. Under the terms of our leases covering properties previously leased to Marketing, we agreed to be responsible for environmental contamination that was known at the time the lease commenced, and for unknown environmental contamination which existed prior to commencement of the lease and which is discovered (other than as a result of a voluntary site investigation) during the first 10 years of the lease term (or a shorter period for a minority of such leases) (a “Lookback Period”). After expiration of the applicable Lookback Period, responsibility for all newly discovered contamination at these properties, even if it relates to periods prior to commencement of the lease or sale, is the contractual responsibility of our tenant or buyer as the case may be.

Based on the expiration of the Lookback Periods, together with other factors which have significantly mitigated our potential liability for preexisting environmental obligations, including the absence of any contractual obligations relating to properties which have been sold, quantifiable trends associated with types and ages of USTs at issue, expectations regarding future UST replacements, and historical trends and expectations regarding discovery of preexisting unknown environmental contamination and/or attempted pursuit of us therefore, we concluded that there is no material continued risk of having to satisfy contractual obligations relating to preexisting unknown environmental contamination at certain properties. Accordingly, during the year ended December 31, 2025, we removed $4.1 million of unknown reserve liability which had previously been accrued for these properties. From the inception to date, we removed $28.3 million of unknown reserve liabilities which had previously been accrued for these properties.

We continue to anticipate that our tenants under leases where the Lookback Periods have expired will replace USTs in the years ahead as these USTs near the end of their expected useful lives. At many of these properties the USTs in use were fabricated with older generation materials and technologies and we believe it is prudent to expect that upon their removal preexisting unknown environmental contamination will be identified. Although contractually these tenants are now responsible for preexisting unknown environmental contamination that is discovered during UST replacements, because the applicable Lookback Periods have expired before the end of the initial term of these leases, together with other relevant factors, we believe there remains continued risk that we will be responsible for remediation of preexisting environmental contamination associated with future UST removals at certain properties. Accordingly, we believe it is appropriate at this time to maintain $7.7 million of unknown reserve liabilities for certain properties with respect to which the Lookback Periods have expired as of December 31, 2025.

In the course of UST removals and replacements at certain properties previously leased to Marketing where we retained responsibility for preexisting unknown environmental contamination until expiration of the applicable Lookback Period, environmental contamination has been and continues to be discovered. As a result, we developed an estimate of fair value for the prospective future environmental liability resulting from preexisting unknown environmental contamination and accrued for these estimated costs. These estimates are based primarily upon quantifiable trends which we believe allow us to make reasonable estimates of fair value for the future costs of environmental remediation resulting from the anticipated removal and replacement of USTs. Our accrual of this liability represents our estimate of the fair value of the cost for each component of the liability, net of estimated recoveries from state UST remediation funds considering estimated recovery rates developed from prior experience. In arriving at our accrual, we analyzed the ages and expected useful lives of USTs at properties where we would be responsible for preexisting unknown environmental contamination and we projected a cost to closure for remediation of such contamination.

We measure our environmental remediation liabilities at fair value based on expected future net cash flows, adjusted for inflation and then discount them to present value. We adjust our environmental remediation liabilities quarterly to reflect changes in projected expenditures, changes in present value due to the passage of time and reductions in estimated liabilities as a result of actual expenditures incurred during each quarter. As of December 31, 2025, we had accrued a total of $15.9 million for our prospective environmental remediation obligations. This accrual consisted of (a) $8.2 million, which was our estimate of reasonably estimable environmental remediation liability, including obligations to remove USTs for which we are responsible, net of estimated recoveries, and (b) $7.7 million for future environmental liabilities related to preexisting unknown contamination. As of December 31, 2024, we had accrued a total of $20.9 million for our prospective environmental remediation obligations. This accrual consisted of (a) $9.1 million, which was our estimate of reasonably estimable environmental remediation liability, including obligations to remove USTs for which we are responsible, net of estimated recoveries, and (b) $11.8 million for future environmental liabilities related to preexisting unknown contamination.

Environmental liabilities are accreted for the change in present value due to the passage of time and, accordingly, $0.3 million, $0.4 million and $0.6 million of net accretion expense was recorded for the years ended December 31, 2025, 2024 and 2023, respectively, which is included in environmental expenses. In addition, during the years ended December 31, 2025, 2024 and 2023, we recorded credits to environmental expenses aggregating $4.8 million, $0.9 million and $0.3 million, respectively, where decreases in estimated remediation costs exceeded the depreciated carrying value of previously capitalized asset retirement costs. Changes in environmental estimates for each of the years ended December 31, 2025, 2024 and 2023, aggregating $0.1 million, were related to properties that were previously disposed of by us. Environmental expenses also include project management fees, legal fees and environmental litigation accruals.

During the years ended December 31, 2025 and 2024, we increased the carrying values of certain of our properties by $2.4 million and $2.7 million, respectively, due to changes in estimated environmental remediation costs. The recognition and subsequent changes in estimates in environmental liabilities and the increase or decrease in carrying values of the properties are non-cash transactions which do not appear on our consolidated statements of cash flows.

Capitalized asset retirement costs are being depreciated over the estimated remaining life of the UST, a 10-year period if the increase in carrying value is related to environmental remediation obligations or such shorter period if circumstances warrant, such as the remaining lease term for properties we lease from others. Depreciation and amortization expense related to capitalized asset retirement costs on our consolidated statements of operations for the years ended December 31, 2025, 2024 and 2023, were $1.7 million, $2.8 million and $3.0 million, respectively. Capitalized asset retirement costs were $29.3 million (consisting of $23.9 million of known environmental liabilities and $5.4 million of reserves for future environmental liabilities) as of December 31, 2025, and $33.2 million (consisting of $25.0 million of known environmental liabilities and $8.2 million of reserves for future environmental liabilities) as of December 31, 2024. We recorded impairment charges aggregating $2.1 million and $2.4 million for the years ended December 31, 2025 and 2024, respectively, for capitalized asset retirement costs.

Environmental exposures are difficult to assess and estimate for numerous reasons, including the amount of data available upon initial assessment of contamination, alternative treatment methods that may be applied, location of the property which subjects it to differing local laws and regulations and their interpretations, changes in costs associated with environmental remediation services and equipment, the availability of state UST remediation funds and the possibility of existing legal claims giving rise to allocation of responsibilities to others, as well as the time it takes to remediate contamination and receive regulatory approval. In developing our liability for estimated environmental remediation obligations on a property by property basis, we consider, among other things, laws and regulations, assessments of contamination and surrounding geology, quality of information available, currently available technologies for treatment, alternative methods of remediation and prior experience. Environmental accruals are based on estimates derived upon facts known to us at this time, which are subject to significant change as circumstances change, and as environmental contingencies become more clearly defined and reasonably estimable.

Any changes to our estimates or our assumptions that form the basis of our estimates may result in our providing an accrual, or adjustments to the amounts recorded, for environmental remediation liabilities.

In September 2022, we purchased a 5-year pollution legal liability insurance policy to cover a subset of our properties which we believe present the greatest risk for discovery of preexisting unknown environmental liabilities and for new environmental events. The policy has a $25.0 million in aggregate limit and is subject to various self-insured retentions and other conditions and limitations. Our intention in purchasing this policy was to obtain protection for certain properties which we believe have the greatest risk of significant environmental events.

In light of the uncertainties associated with environmental expenditure contingencies, we are unable to estimate ranges in excess of the amount accrued with any certainty; however, we believe that it is possible that the fair value of future actual net expenditures could be substantially higher than amounts currently recorded by us. Adjustments to accrued liabilities for environmental remediation obligations will be reflected on our consolidated financial statements as they become probable and a reasonable estimate of fair value can be made.

NOTE 7. — INCOME TAXES

Net cash paid for income taxes for the years ended December 31, 2025, 2024 and 2023, of $0.5 million, $0.4 million and $0.7 million, respectively, includes amounts related to state and local income taxes for jurisdictions that do not follow the federal tax rules, which are provided for in property costs on our consolidated statements of operations.

Earnings and profits (as defined in the Internal Revenue Code) are used to determine the tax attributes of dividends paid to stockholders and will differ from income reported for consolidated financial statements purposes due to the effect of items which are reported for income tax purposes in years different from that in which they are recorded for consolidated financial statements purposes. The federal tax attributes of the common dividends for the years ended December 31, 2025, 2024 and 2023, were:

	2025			2024			2023
Ordinary income		58	%		68	%		73	%
Capital gain distributions		3	%		—			—
Non-taxable distributions		39	%		32	%		27	%
		100	%		100	%		100	%

To qualify for taxation as a REIT, we, among other requirements such as those related to the composition of our assets and gross income, must distribute annually to our stockholders at least 90% of our taxable income, including taxable income that is accrued by us without a corresponding receipt of cash. We cannot provide any assurance that our cash flows will permit us to continue paying cash dividends. Should the Internal Revenue Service successfully assert that our earnings and profits were greater than the amount distributed,

we may fail to qualify as a REIT; however, we may avoid losing our REIT status by paying a deficiency dividend to eliminate any remaining earnings and profits. We may have to borrow money or sell assets to pay such a deficiency dividend. Although tax returns filed for the years ended December 31, 2022, 2023 and 2024, and tax returns which will be filed for the year ended December 31, 2025, remain open to examination by federal and state tax jurisdictions under the respective statute of limitations, we have not currently identified any uncertain tax positions related to those years and, accordingly, have not accrued for uncertain tax positions as of December 31, 2025 or 2024. However, uncertain tax matters may have a significant impact on the results of operations for any single fiscal year or interim period.

NOTE 8. — STOCKHOLDERS’ EQUITY

A summary of the changes in stockholders’ equity for the years ended December 31, 2025, 2024 and 2023, is as follows (in thousands):

				Accumulated<br>Other<br>Comprehensive			Additional<br>Paid-in			Dividends<br>Paid in Excess
		Amount		Income			Capital			of Earnings			Total
Balance, December 31, 2022	46,735	$	467	$	—		$	822,340		$	(62,957	)	$	759,850
Net earnings											60,151			60,151
Accumulated other comprehensive loss	—		—		(4,021	)		—			—			(4,021	)
Dividends declared — 1.74 per share	—		—		—			—			(91,290	)		(91,290	)
Shares issued pursuant to equity offering, net	3,450	35			—			112,093			—			112,128
Shares issued pursuant to ATM Program, net	3,721		37		—			114,066			—			114,103
Shares issued pursuant to dividend reinvestment	2		—		—			53			—			53
Stock-based compensation and settlements	45		1		—			4,577			—			4,578
Balance, December 31, 2023	53,953	$	540		(4,021	)	$	1,053,129		$	(94,096	)	$	955,552
Net earnings											71,064			71,064
Accumulated other comprehensive income	—		—		2,157			—			—			2,157
Dividends declared — 1.82 per share	—		—		—			—			(101,961	)		(101,961	)
Shares issued pursuant to equity offering, net	—		—		—			(400	)		—			(400	)
Shares issued pursuant to ATM Program, net	1,049		10		—			30,948			—			30,958
Shares issued pursuant to dividend reinvestment	2		—		—			61			—			61
Stock-based compensation and settlements	23		—		—			4,652			—			4,652
Balance, December 31, 2024	55,027	$	550		(1,864	)	$	1,088,390		$	(124,993	)	$	962,083
Net earnings											79,192			79,192
Accumulated other comprehensive income	—		—		1,864			—			—			1,864
Dividends declared — 1.90 per share	—		—		—			—			(112,008	)		(112,008	)
Shares issued pursuant to equity offering, net	4,025		40		—			113,533			—			113,573
Shares issued pursuant to ATM Program, net	749		7		—			21,699			—			21,706
Shares issued pursuant to dividend reinvestment	3		—		—			67			—			67
Stock-based compensation and settlements	12		1		—			5,651			—			5,652
Balance, December 31, 2025	59,816	$	598	$	—		$	1,229,340		$	(157,809	)	$	1,072,129

All values are in US Dollars.

On March 1, 2025, our Board of Directors granted 293,605 restricted stock units (“RSU” or “RSUs”), under our Amended and Restated 2004 Omnibus Incentive Compensation Plan. On March 1, 2024, our Board of Directors granted 271,250 RSUs under our Amended and Restated 2004 Omnibus Incentive Compensation Plan.

Equity Offering

In July 2024, we completed a follow-on public offering of 4.0 million shares of common stock in connection with forward sales agreements. During the year ended December 31, 2025, we settled 4.0 million shares and realized net proceeds of $113.6 million after deducting fees and expenses and making certain other adjustments as provided in the equity distribution agreement.

ATM Program

In February 2023, we established and, in February 2024, we amended, an at-the-market equity offering program (the “ATM Program”), pursuant to which we are able to issue and sell shares of our common stock with an aggregate sales price of up to $350.0 million through a consortium of banks acting as our sales agents or acting as forward sellers on behalf of any forward purchasers pursuant to forward sales agreements. Sales of the shares of common stock may be made, as needed, from time to time in at-the-market offerings as defined in Rule 415 of the Securities Act, including by means of ordinary brokers’ transactions on the New York Stock Exchange or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or as otherwise agreed to with the applicable agent.

The use of forward sales agreements allow us to lock in a share price on the sale of shares at the time the forward sales agreements become effective, but defer receiving the proceeds from the sale of shares until a later date. To account for the forward sales agreements,

we considered the accounting guidance governing financial instruments and derivatives. To date, we have concluded that our forward sales agreements are not liabilities as they do not embody obligations to repurchase our shares nor do they embody obligations to issue a variable number of shares for which the monetary value are predominantly fixed, varying with something other than the fair value of the shares, or varying inversely in relation to our shares.

We also evaluated whether the forward sales agreements meet the derivatives and hedging guidance scope exception to be accounted for as equity instruments. We concluded that the forward sales agreements are classifiable as equity contracts based on the following assessments: (i) none of the agreements’ exercise contingencies that are based on observable markets or indices besides those related to the market for our own stock price and operations, and (ii) none of the settlement provisions precluded the agreements from being indexed to our own stock.

We also consider the potential dilution resulting from the forward sales agreements on our earnings per share calculations. We use the treasury stock method to determine the dilution resulting from the forward sales agreements during the period of time prior to settlement.

ATM Direct Issuances

During the years ended December 31, 2025 and 2024, no shares of common stock were issued under the ATM Program. Future sales, if any, will depend on a variety of factors to be determined by us from time to time, including among others, market conditions, the trading price of our common stock, determinations by us of the appropriate sources of funding for us and potential uses of funding available to us.

ATM Forward Agreements

The following table summarizes activity under our ATM Program in connection with forward sales agreements for the years ended December 31, 2025 and 2024 ($ in thousands):

							December 31, 2025
Period Entered Into Forward Sales Agreements	Shares Sold		Shares Settled		Net Proceeds Received		Shares Remaining		Anticipated Gross Proceeds Remaining
Three Months Ended June 30, 2024		406,727		406,727	$	10,793		—	$	—
Three Months Ended December 31, 2024		992,696		342,696		10,913		650,000		20,963
Three Months Ended September 30, 2025		1,018,695		—		—		1,018,695		28,950
Three Months Ended December 31, 2025		441,850		—		—		441,850		12,664
Total		2,859,968		749,423	$	21,706		2,110,545	$	62,577
							December 31, 2024
---	---	---	---	---	---	---	---	---	---	---
Period Entered Into Forward Sales Agreements	Shares Sold		Shares Settled		Net Proceeds Received		Shares Remaining		Anticipated Gross Proceeds Remaining
Three Months Ended June 30, 2023		—		217,561	$	7,205		—	$	—
Three Months Ended December 31, 2023		—		831,489		23,753		—		—
Three Months Ended June 30, 2024		406,727		—		—		406,727		11,382
Three Months Ended December 31, 2024		992,696		—		—		992,696		32,277
Total		1,399,423		1,049,050	$	30,958		1,399,423	$	43,659

We expect to settle outstanding forward sales agreements in full within 12 months of the respective agreement dates via physical delivery of the outstanding shares of common stock in exchange for cash proceeds, although we may elect cash settlement or net share settlement for all or a portion of our obligations under the forward sales agreements, subject to certain conditions.

Dividends

For the year ended December 31, 2025, we paid regular quarterly dividends of $108.7 million, or $1.88 per share. For the year ended December 31, 2024, we paid regular quarterly dividends of $100.3 million, or $1.80 per share.

Dividend Reinvestment Plan

Our dividend reinvestment plan provides our common stockholders with a convenient and economical method of acquiring additional shares of common stock by reinvesting all or a portion of their dividend distributions. During the years ended December 31, 2025 and 2024, we issued 2,461 and 2,139 shares of common stock, respectively, under the dividend reinvestment plan and received proceeds of $68 thousand and $61 thousand, respectively.

Stock-Based Compensation

Compensation cost for our stock-based compensation plans using the fair value method was $6.9 million, $5.9 million, and $5.6 million for the years ended December 31, 2025, 2024, and 2023, respectively, and is included in general and administrative expense on our consolidated statements of operations.

NOTE 9. — EMPLOYEE BENEFIT PLANS

The Getty Realty Corp. 2004 Omnibus Incentive Compensation Plan (the “2004 Plan”) provided for the grant of restricted stock, restricted stock units (“RSUs”), performance awards, dividend equivalents, stock payments and stock awards to all employees and members of the Board of Directors. In April 2021, the Third Amended and Restated 2004 Omnibus Incentive Compensation Plan (the “Third Restated Plan”) was approved at our annual meeting of stockholders, in order to, among other things: (i) increase grant awards to a total of 4,000,000 shares; (ii) remove the limit on the maximum number of shares that may be subject to awards made in a calendar year to all participants; (iii) include a minimum restriction period of one year for all awards (subject to certain exceptions); (iv) extend the term until February 22, 2031. RSUs awarded under the Third Restated Plan vest on a cumulative basis ratably over a five-year period with the first 20% vesting occurring on the first anniversary of the date of the grant. It is our policy to account for forfeitures as they occur.

We awarded to employees and directors 293,605, 271,250 and 253,075 RSUs and dividend equivalents in 2025, 2024 and 2023, respectively. RSUs granted before 2009 provide for settlement upon termination of employment with us or termination of service from the Board of Directors. RSUs granted in 2009 and thereafter provide for settlement upon the earlier of 10 years after the grant date (or the tenth anniversary of the first vesting date for RSUs granted in 2016-2018) or termination of employment with us. On the settlement date each vested RSU will have a value equal to one share of common stock and may be settled, at the sole discretion of the Compensation Committee, in cash or by the issuance of one share of common stock. The RSUs do not provide voting or other stockholder rights unless and until the RSU is settled for a share of common stock. The RSUs vest starting one year from the date of grant, on a cumulative basis at the annual rate of 20% of the total number of RSUs covered by the award. The dividend equivalents represent the value of the dividends paid per common share multiplied by the number of RSUs covered by the award. For the years ended December 31, 2025, 2024 and 2023, dividend equivalents aggregating approximately $3.2 million, $2.7 million and $2.2 million, respectively, were charged against retained earnings when common stock dividends were declared.

The following is a schedule of the activity relating to RSUs outstanding:

	Number of			Fair Value
	RSUs<br>Outstanding			Amount<br>(in thousands)		Average<br>Per RSU
RSUs outstanding as of December 31, 2022		1,117,250
Granted		253,075		$	8,605	$	34.00
Settled		(100,000	)		3,405		34.05
Cancelled		(1,600	)		45		28.19
RSUs outstanding as of December 31, 2023		1,268,725
Granted		271,250		$	7,202	$	26.55
Settled		(96,000	)		2,767		28.82
Cancelled		(1,650	)		46		27.95
RSUs outstanding as of December 31, 2024		1,442,325
Granted		293,605		$	9,172	$	31.24
Settled		(60,850	)		1,844		30.31
Cancelled		—			—		—
RSUs outstanding as of December 31, 2025		1,675,080

The fair values of the RSUs were determined based on the closing market price of our stock on the date of grant. The fair value of the grants is recognized as compensation expense ratably over the five-year vesting period of the RSUs. Compensation expense related to RSUs for the years ended December 31, 2025, 2024 and 2023, was $6.9 million, $5.9 million and $5.6 million, respectively, and is included in general and administrative expense on our consolidated statements of operations. As of December 31, 2025, there was $17.0 million of unrecognized compensation cost related to RSUs granted under the 2004 Plan and Third Restated Plan, which cost

is expected to be recognized over a weighted average period of approximately two years. The aggregate intrinsic value of the 1,675,080 outstanding RSUs and the 1,109,027 vested RSUs as of December 31, 2025, was $45.8 million and $30.4 million, respectively.

The following is a schedule of the vesting activity relating to RSUs outstanding:

	Number of <br>RSUs Vested			Fair Value<br>(in thousands)
RSUs vested as of December 31, 2022		554,556
Vested		340,118		$	9,938
Settled		(100,000	)		3,405
RSUs vested as of December 31, 2023		794,674
Vested		229,074		$	6,902
Settled		(96,000	)		2,767
RSUs vested as of December 31, 2024		927,748
Vested		242,129		$	6,627
Settled		(60,850	)		1,844
RSUs vested as of December 31, 2025		1,109,027

We have a retirement and profit sharing plan with deferred 401(k) savings plan provisions (the “Retirement Plan”) for employees meeting certain service requirements and a supplemental plan for executives (the “Supplemental Plan”). Under the terms of these plans, the annual discretionary contributions to the plans are determined by the Compensation Committee of the Board of Directors.

Also, under the Retirement Plan, employees may make voluntary contributions and we have elected to match an amount equal to fifty percent of such contributions but in no event more than three percent of the employee’s eligible compensation. Under the Supplemental Plan, a participating executive may receive an amount equal to 10 percent of eligible compensation, reduced by the amount of any contributions allocated to such executive under the Retirement Plan. Contributions, net of forfeitures, under the retirement plans approximated $0.5 million for the year ended December 31, 2025, and $0.4 million for each of the years ended December 31, 2024 and 2023. These amounts are included in general and administrative expense on our consolidated statements of operations. There were no distributions from the Supplemental Plan for the year ended December 31, 2025, 2024 or 2023.

NOTE 10. — EARNINGS PER COMMON SHARE

Basic and diluted earnings per common share gives effect, utilizing the two-class method, to the potential dilution from the issuance of shares of our common stock in settlement of RSUs which provide for non-forfeitable dividend equivalents equal to the dividends declared per common share. Basic and diluted earnings per common share is computed by dividing net earnings less dividend equivalents attributable to RSUs by the weighted average number of common shares outstanding during the year.

The following table is a reconciliation of the numerator and denominator used in the computation of basic and diluted earnings per common share using the two-class method (in thousands except per share data):

	Year ended December 31,
	2025			2024			2023
Net earnings	$	79,192		$	71,064		$	60,151
Less dividend equivalents attributable to RSUs outstanding		(3,149	)		(2,625	)		(2,208	)
Net earnings attributable to common stockholders used in basic<br>   and diluted earnings per share calculation	$	76,043		$	68,439		$	57,943
Weighted average common shares outstanding:
Basic		56,316			54,305			50,020
Incremental shares from stock-based compensation		64			75			72
Incremental shares from the equity offering forward agreements		68			146			—
Incremental shares from ATM Program forward agreements		11			26			124
Diluted		56,459			54,552			50,216
Basic earnings per common share	$	1.35		$	1.26		$	1.16
Diluted earnings per common share		1.35			1.25			1.15

NOTE 11. — FAIR VALUE MEASUREMENTS

Debt Instruments

As of December 31, 2025, the carrying value of borrowings under the Credit Facility was $251.3 million. As of December 2024, the carrying values of borrowings under the Credit Facility and the Term Loan approximated fair value. As of December 31, 2025 and 2024, the fair values of borrowings under our Senior Unsecured Notes were $708.4 million and $601.6 million, respectively. The fair values of borrowings outstanding as of December 31, 2025 and 2024, were determined using a discounted cash flow technique that incorporates a market interest yield curve with adjustments for duration, risk profile and borrowings outstanding, which are based on unobservable inputs within Level 3 of the Fair Value Hierarchy.

Derivative Instruments

We use interest rate swap agreements to manage our interest rate risk. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis of the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves. As of December 31, 2025 and 2024, we had assessed the overall valuation of our derivative positions and determined that derivative valuations in their entirety are classified in Level 2 of the Fair Value Hierarchy. The fair value of these instruments on our consolidated balance sheets as of December 31, 2025 was $0 and a credit balance of $1.9 million as of December 31, 2024.

Supplemental Retirement Plan

We have mutual fund assets that are measured at fair value on a recurring basis using Level 1 inputs. We have a Supplemental Retirement Plan for executives. The amounts held in trust under the Supplemental Retirement Plan using Level 2 inputs may be used to satisfy claims of general creditors in the event of our or any of our subsidiaries’ bankruptcy. We have liability to the executives participating in the Supplemental Retirement Plan for the participant account balances equal to the aggregate of the amount invested at the executives’ direction and the income earned in such mutual funds.

The following summarizes as of December 31, 2025, our assets and liabilities measured at fair value on a recurring basis by level within the Fair Value Hierarchy (in thousands):

	Level 1		Level 2		Level 3		Total
Assets:
Mutual funds	$	2,309	$	—	$	—	$	2,309
Liabilities:
Deferred compensation	$	—	$	2,309	$	—	$	2,309

The following summarizes as of December 31, 2024, our assets and liabilities measured at fair value on a recurring basis by level within the Fair Value Hierarchy (in thousands):

	Level 1		Level 2		Level 3		Total
Assets:
Mutual funds	$	1,853	$	—	$	—	$	1,853
Liabilities:
Deferred compensation	$	—	$	1,853	$	—	$	1,853

Real Estate Assets

As of December 31, 2025 and 2024, we had real estate assets of $2.1 million and $2.0 million, respectively, that were measured at fair value on a non-recurring basis using Level 3 inputs, where impairment charges have been recorded. Due to the subjectivity inherent in the internal valuation techniques used in estimating fair value, the amounts realized from the sale of such assets may vary significantly from these estimates.

NOTE 12. —ASSETS HELD FOR SALE

We evaluate the held for sale classification of our real estate as of the end of each quarter. Assets that are classified as held for sale are recorded at the lower of their carrying amount or fair value less costs to sell. There were two properties for each of the years ended December 31, 2025 and 2024, that met criteria to be classified as held for sale.

Real estate held for sale consisted of the following as of December 31, 2025 and 2024 (in thousands):

	Year ended December 31,
	2025			2024
Land	$	1,269		$	133
Buildings and improvements		1,109			164
		2,378			297
Accumulated depreciation and amortization		(482	)		(54	)
Real estate held for sale, net	$	1,896		$	243

During the year ended December 31, 2025, we sold 13 properties in multiple transactions which resulted in an aggregate gain of $6.3 million included in gain on dispositions of real estate on our consolidated statements of operations. We also received funds from property condemnations resulting in a gain of $1.5 million included in gain on dispositions of real estate on our consolidated statements of operations.

During the year ended December 31, 2024, we sold 31 properties in multiple transactions which resulted in an aggregate gain of $5.9 million included in gain on dispositions of real estate on our consolidated statements of operations. We also received funds from a property condemnation resulting in a gain of $0.1 million included in gain on dispositions of real estate on our consolidated statements of operations.

NOTE 13. — PROPERTY ACQUISITIONS

2025

During the year ended December 31, 2025, we acquired 76 properties with an aggregate purchase price of $277.7 million (including amounts funded in prior periods) and allocated the purchase price as follows (in thousands):

					Purchase Price Allocation
Asset Type	Properties		Purchase<br>Price		Land		Buildings &<br>Improve-<br>ments		In-Place<br>Leases		Intangible<br>Market Lease<br>Assets		Intangible<br>Market Lease<br>Liabilities
Express tunnel car washes (a)		9	$	46,541	$	11,614	$	29,169	$	5,758	$	—	$	—
Auto service centers		15		22,970		8,778		11,484		2,946		116		(354	)
Convenience stores		24		168,522		84,905		58,655		24,692		502		(232	)
Drive-thru QSRs		28		39,713		12,419		21,644		5,844		—		(194	)
Total		76	$	277,746	$	117,716	$	120,952	$	39,240	$	618	$	(780	)

• Includes three properties that were acquired during the year ended December 31, 2023 while under construction and accounted for as finance receivables as they did not meet the criteria for sale-leaseback accounting. Accordingly, the initial investment and all subsequent fundings made during the construction periods were recorded within notes and mortgages receivable on our consolidated balance sheets, and rental payments resulting from these investments were recorded within interest on notes and mortgages receivable on our consolidated statements of operations. At the end of the construction periods during the year ended December 31, 2025, we recognized the purchase of the assets, removed the finance receivables from our consolidated balance sheets, and began to record rental income from the operating leases. These acquisitions also included provisions that require us, upon the achievement by the tenant of certain financial performance targets within a defined period, to pay additional amounts to the tenant. During the year ended December 31, 2025, three properties achieved these targets, resulting in additional payments of $1.2 million per property. These payments were accounted for as lease incentives and will be amortized as a reduction of lease income over the remaining non-cancelable lease terms, with the related contractual rent increases recognized prospectively. Future payments under similar provisions are not currently probable or reasonably estimable.

2024

During the year ended December 31, 2024, we acquired 71 properties for an aggregate purchase price of $290.1 million (including amounts funded in prior periods) and allocated the purchase price as follows (in thousands):

					Purchase Price Allocation
Asset Type	Properties		Purchase<br>Price		Land		Buildings &<br>Improve-<br>ments		In-Place<br>Leases		Intangible<br>Market Lease<br>Assets		Intangible<br>Market Lease<br>Liabilities
Express tunnel car washes (a)		31	$	146,292	$	34,077	$	96,213	$	16,074	$	434	$	(506	)
Auto service centers		19		45,086		12,666		21,082		5,447		5,891		—
Convenience stores		17		87,888		31,469		48,099		9,350		—		(1,030	)
Drive-thru QSRs		4		10,804		3,008		6,574		1,222		—		—
Total		71	$	290,070	$	81,220	$	171,968	$	32,093	$	6,325	$	(1,536	)

• Includes 11 properties that were acquired during the year ended December 31, 2023 while under construction and accounted for as a finance receivable as it did not meet the criteria for sale-leaseback accounting. Accordingly, the initial investment and all subsequent fundings made during the construction period was recorded within notes and mortgages receivable on our consolidated balance sheets, and rental payments resulting from this investment was recorded within interest on notes and mortgages receivable on our consolidated statements of operations. At the end of the construction period during the year ended December 31, 2024, we recognized the purchase of the asset, removed the finance receivable from our consolidated balance sheets, and began to record rental income from the operating lease. These acquisitions also included a provision that requires us, upon the achievement by the tenant of certain financial performance targets within a defined period, to pay additional amounts to the tenant. Whether we will have to make any payments under these provisions is not probable or reasonably estimable at this time.

NOTE 14. — ACQUIRED INTANGIBLE ASSETS AND LIABILITIES

Intangible assets and liabilities consisted of the following as of the dates presented (in thousands):

	December 31, 2025						December 31, 2024
	Gross Carrying<br>Amount		Accumulated<br>Amortization		Net Carrying<br>Amount		Gross Carrying<br>Amount		Accumulated<br>Amortization		Net Carrying<br>Amount
Lease intangible assets:
In-place leases	$	185,579	$	48,398	$	137,181	$	148,145	$	38,711	$	109,434
Intangible market lease assets		23,605		5,521		18,084		22,984		3,907		19,077
Total lease intangible assets	$	209,184	$	53,919	$	155,265	$	171,129	$	42,618	$	128,511
Intangible market lease liabilities (a)	$	34,251	$	16,463	$	17,788	$	33,468	$	14,538	$	18,930

• Acquired intangible market lease liabilities are included in accounts payable and accrued liabilities on our consolidated balance sheets.

Intangible market lease assets and liabilities are amortized and recorded as either an increase (in the case of intangible market lease liabilities) or a decrease (in the case of intangible market lease assets) to revenues from rental properties over the remaining term of the associated lease in place at the time of purchase. Amortization of acquired leases resulted in a net increase to revenues from rental properties of $0.3 million, $0.4 million, and $1.1 million for the years ended December 31, 2025, 2024, and 2023, respectively.

In-place leases are amortized into depreciation and amortization expense over the remaining life of the lease. Depreciation and amortization expense included amortization from in-place leases of $11.5 million, $8.6 million, and $7.0 million for the years ended December 31, 2025, 2024, and 2023, respectively.

The amortization of acquired intangible assets and liabilities during the next five years and thereafter, assuming no early lease terminations, is as follows (in thousands):

As Lessor:	Above-Market<br>Leases		Below-Market<br>Leases		In-Place<br>Leases
Year ending December 31,
2026	$	1,648	$	1,872	$	11,811
2027		1,648		1,805		11,707
2028		1,647		1,788		11,451
2029		1,647		1,788		11,199
2030		1,628		1,788		11,096
Thereafter		9,866		8,747		79,917
	$	18,084	$	17,788	$	137,181

As of December 31, 2025, our weighted average remaining useful life, excluding renewal options, was 12 years.

NOTE 15. — SEGMENT REPORTING

We are a net lease REIT specializing in the acquisition, financing and development of convenience, automotive and other single tenant retail real estate. Substantially all of our properties are leased on a triple-net basis to convenience store operators, petroleum distributors, express tunnel car wash operators, and other automotive-related and retail tenants. Our Chief Operating Decision Maker ("CODM"), which is our Chief Executive Officer, does not distinguish or group operations based on geography, size, type or other basis when assessing the financial performance of our properties. Our operating properties have similar economic characteristics and provide similar products and services to consumers. Accordingly, we manage and evaluate our operations as a single reportable segment based on our consolidated financial statements for financial reporting and disclosure purposes.

The CODM is responsible for overseeing our operations and making key strategic decisions, including the allocation of resources, evaluating financial performance, and determining the overall direction of our Company. The CODM receives consolidated financial and operational data to assess performance and make these decisions. Our measure of segment profit or loss is net earnings. The CODM also reviews significant expenses associated with the Company’s single reportable segment which are presented in the Consolidated Statements of Operations.

The CODM reviews net earnings and the relevant components thereof that are directly reflected on our Consolidated Statements of Operations. The CODM is also regularly provided the reportable segment level asset information, real estate held for use, which is directly reflected on the Consolidated Balance Sheets. Refer to the descriptions below for further details:

• Net earnings: this metric represents the total profit after accounting for all revenues, expenses and other costs. It reflects our overall financial performance and profitability. Net earnings used by our CODM to identify underlying trends in the performance of our business and make comparisons with the financial performance of our competitors. Net earnings are reported in the Consolidated Statement of Operations and Comprehensive Income.
• Revenue from Rental Properties: a component of net earnings, this balance represents the total income derived from long-term, triple-net leases with tenants. It is the primary source of revenue for us and reflects the effectiveness of our real estate portfolio in generating rental income. Revenue from rental properties is reported in the Revenue section of the Consolidated Statement of Operations and Comprehensive Income.
• Total Operating Expenses: a component of net earnings, operating expenses include all costs related to the maintenance and management of the properties, including property costs and general and administrative expenses. These expenses are critical to maintaining the portfolio’s long-term profitability and are disclosed under the Operating Expenses section of the Consolidated Statement of Operations and Comprehensive Income.
• Real Estate Held For Use: this total represents the value of properties that we actively use to generate rental income. It is a core asset-based metric and a key driver of our long-term growth. Managing real estate held for use is essential for value appreciation and strategic portfolio management, which enables us to make informed decisions regarding acquisitions, divestitures, and overall asset allocation to support sustainable growth and are disclosed under the Real Estate section of the Consolidated Balance Sheets.

NOTE 16. — SUBSEQUENT EVENTS

In preparing our consolidated financial statements, we have evaluated events and transactions occurring after December 31, 2025, for recognition or disclosure purposes. Based on this evaluation, there were no significant subsequent events, other than as described below, from December 31, 2025, through the date the financial statements were issued.

In November 2025, we entered into a note purchase and guarantee agreement with multiple purchasers party thereto pursuant to which, in January 2026, we issued $250.0 million of 5.76% Series U Guaranteed Senior Notes due January 22, 2036 (the “Series U Notes”) to the purchasers and used the proceeds to repay amounts outstanding under our Credit Facility.

The Notes contain customary financial covenants such as maximum consolidated leverage ratio, minimum fixed charge coverage ratio, minimum unencumbered interest coverage ratio, maximum secured indebtedness, minimum consolidated tangible net worth and maximum unsecured leverage ratio, as well as limitations on restricted payments, which may limit our ability to incur additional debt or pay dividends. The Notes also contain customary events of default, including default under the Third Restated Credit Agreement and failure to maintain REIT status.

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Getty Realty Corp.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the consolidated financial statements, including the related notes, of Getty Realty Corp. and its subsidiaries (the "Company") as listed in the index appearing under Item 8, and the financial statement schedules listed in the index appearing under Item 15(a)(2), (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Purchase Price Allocation for Asset Acquisitions

As described in Notes 1 and 13 to the consolidated financial statements, during the year ended December 31, 2025, the Company acquired fee simple interests in 76 properties which were accounted for as asset acquisitions for an aggregate purchase price of $277,746,000. For acquired properties accounted for as asset acquisitions management estimates the fair value of acquired tangible assets (consisting of land, buildings and improvements) “as if vacant” and identified intangible assets and liabilities (consisting of leasehold interests, above-market and below-market leases, in-place leases and tenant relationships) and assumed debt. Based on these estimates, management allocates the estimated fair value to the applicable assets and liabilities. Fair value is determined based on an exit price approach, which contemplates the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The valuation of the applicable assets and liabilities involves the use of significant estimates and assumptions related to capitalization rates, market rental rates, discount rates, EBITDA-to-rent coverage ratios, and land comparables, as applicable.

The principal considerations for our determination that performing procedures relating to the purchase price allocation for asset acquisitions is a critical audit matter are (i) the significant judgment by management when developing the fair value measurements for purchase price allocations, which in turn led to a high degree of auditor judgment and subjectivity in performing procedures related to these fair value measurements, (ii) significant auditor judgment was necessary to evaluate the audit evidence for the relevant significant assumptions relating to the tangible and intangible assets, such as the capitalization rates, market rental rates, discount rates, EBITDA-to-rent coverage ratios, and land comparables, as applicable, and (iii) the audit effort included the involvement of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to purchase price accounting, including controls over the development of significant inputs and assumptions used in the estimated fair values of tangible and intangible assets. These procedures also included, among others, the involvement of professionals with specialized skill and knowledge to assist in testing the process used by management to develop fair value estimates of acquired tangible and intangible assets, which involved evaluating the appropriateness of the valuation methods used and the reasonableness of the significant assumptions related to capitalization rates, market rental rates, discount rates, EBITDA-to-rent coverage ratios, and land comparables, as applicable. Evaluating the reasonableness of the significant assumptions included considering whether these assumptions were consistent with external market data, comparable transactions, and evidence obtained in other areas of the audit. Testing the process used by management involved testing the completeness and accuracy of data provided by management.

Environmental Remediation Obligations

As described in Notes 1 and 6 to the consolidated financial statements, as of December 31, 2025, management has accrued a total of $15,928,000 for their prospective environmental remediation obligations. Management records the fair value for an environmental remediation obligation as an asset and liability when there is a legal obligation associated with the retirement of a tangible long-lived asset and the liability can be reasonably estimated. Environmental remediation obligations are estimated based on the level and impact of contaminations at each property. Management measures their environmental remediation liabilities at fair value based on expected future net cash flows, adjusted for inflation and discounted to present value.

The principal considerations for our determination that performing procedures relating to environmental remediation obligations is a critical audit matter are (i) the significant judgment by management when developing the fair value measurements for the environmental remediation obligations, which in turn led to a high degree of auditor judgment and subjectivity in performing procedures related to these fair value measurements, (ii) significant auditor judgment was necessary to evaluate the significant assumption and audit evidence relating to the expected future cash flows, and (iii) the audit effort included the involvement of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the valuation of the environmental remediation obligation, including controls over the development of the significant inputs and assumptions related to estimated remediation costs. These procedures also included, among others, testing the process used by management to develop fair value estimates of environmental remediation obligations, which involved evaluating the appropriateness of the methods and testing the completeness and accuracy of the data provided by management. Evaluating the reasonableness of the estimated remediation costs assumptions included considering whether the assumptions were consistent with external market data and evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating the reasonableness of the significant assumptions related to estimated remediation costs.

/s/ PricewaterhouseCoopers LLP

New York, New York

February 12, 2026

We have served as the Company’s auditor since at least 1975. We have not been able to determine the specific year we began serving as auditor of the Company.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or furnished pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, we have carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective as of December 31, 2025, at the reasonable assurance level.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment under the framework in Internal Control – Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2025.

The effectiveness of our internal control over financial reporting as of December 31, 2025, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears in “Item 8. Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth fiscal quarter to which this report relates that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

On February 10, 2026 (the “Effective Date”), our Board of Directors approved and adopted a Change in Control Severance Plan (the “CIC Severance Plan”) for a select group of management or highly compensated employees, including the Company’s named executive officers.

The CIC Severance Plan provides severance benefits upon a qualifying termination (involuntary termination without Cause or Resignation for Good Reason) within 24 months following a Change of Control as defined in our Third Restated Plan, with cash severance equal to 2x (named executive officers), 1.5x (senior vice presidents), or 1x (vice presidents) of base salary plus prior-year bonus, a pro-rata bonus for the year of termination, and Company-paid COBRA for 24, 18, or 12 months, respectively; outstanding time-based equity would vest in full and performance-based equity would vest based on actual performance. Receipt of such payments and benefits is conditioned on the execution (and non-revocation) of a general release and compliance with restrictive covenants for 12 months (named executive officers), 9 months (senior vice presidents), or 6 months (vice presidents). No benefits are payable upon voluntary resignation without Good Reason, termination for Cause, or termination due to death or disability. The CIC Severance Plan includes a Section 280G “better-of” provision (no excise tax gross-up) under which payments will either be paid in full or reduced to avoid the excise tax – whichever results in the greater after-tax amount for the participant.

The foregoing summary is qualified in its entirety by reference to the CIC Severance Plan, filed as Exhibit 10.6 to this Annual Report on Form 10‑K and incorporated herein by reference.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

None

GETTY REALTY CORP. and SUBSIDIARIES

SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION AND AMORTIZATION

As of December 31, 2025

(in thousands)

The summarized changes in real estate assets and accumulated depreciation are as follows:

	2025			2024			2023
Investment in real estate:
Balance at beginning of year	$	1,972,996		$	1,721,404		$	1,514,750
Acquisitions and capital expenditures		241,527			269,063			221,737
Impairments		(4,643	)		(4,809	)		(5,328	)
Sales and condemnations		(12,540	)		(12,348	)		(9,153	)
Lease expirations/settlements		(2,811	)		(314	)		(602	)
Balance at end of year	$	2,194,529		$	1,972,996		$	1,721,404
Accumulated depreciation and amortization:
Balance at beginning of year	$	308,059		$	268,919		$	233,865
Depreciation and amortization		50,065			45,979			37,875
Impairments		(1,826	)		(889	)		(85	)
Sales and condemnations		(1,019	)		(5,400	)		(2,260	)
Lease expirations/settlements		(2,807	)		(550	)		(476	)
Balance at end of year	$	352,472		$	308,059		$	268,919
					Gross Amount at Which Carried at Close of Period
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Initial Cost of Acquisition or Leasehold Investment (a)		Cost Capitalized Subsequent to Initial Investment (b)		Land		Building and Improvements		Total Cost		Accumulated Depreciation (c)		Date of Initial Acquisition or Leasehold Investment
Gunterville, AL	$	1,621	$	0	$	597	$	1,024	$	1,621	$	113		2023
Mobile, AL		4,226		—		1,996		2,230		4,226		269		2023
Phenix City, AL		1,670		—		942		728		1,670		285		2019
Troy, AL		2,594		—		676		1,918		2,594		418		2021
Fayetteville, AR		2,266		—		1,637		629		2,266		241		2018
Fayetteville, AR		2,867		—		1,971		896		2,867		342		2018
Hope, AR		1,472		—		999		473		1,472		183		2018
Hot Springs, AR		3,872		—		1,683		2,189		3,872		158		2024
Jacksonville, AR		1,526		—		730		796		1,526		174		2021
Jonesboro, AR		691		—		315		376		691		9		2025
Jonesboro, AR		2,985		—		330		2,655		2,985		2,013		2007
Jonesboro, AR		6,337		—		3,802		2,535		6,337		71		2025
Lake Charles, AR		1,069		—		620		449		1,069		182		2018
Lake Charles, AR		1,468		—		1,002		466		1,468		178		2018
Little Rock, AR		978		—		535		443		978		193		2018
Marion, AR		1,990		—		1,406		584		1,990		136		2021
Pine Bluff, AR		2,985		—		2,166		819		2,985		306		2018
Rogers, AR		928		—		534		394		928		171		2018
Sulphur, AR		777		—		375		402		777		183		2018
Texarkana, AR		1,592		—		1,058		534		1,592		216		2018
West Memphis, AR		1,482		—		635		847		1,482		4		2025
Buckeye, AZ		3,928		—		2,334		1,594		3,928		723		2017
Buckeye, AZ		6,257		—		2,483		3,774		6,257		437		2023
Chandler, AZ		1,837		—		1,260		577		1,837		313		2017
Gilbert, AZ		1,448		—		983		465		1,448		248		2017
Gilbert, AZ		1,602		—		796		806		1,602		423		2017
Gilbert, AZ		3,112		—		1,593		1,519		3,112		740		2017
Gilbert, AZ		3,205		—		1,840		1,365		3,205		665		2017
Glendale, AZ		1,722		—		1,178		544		1,722		280		2017
Goodyear, AZ		6,930		—		1,296		5,634		6,930		586		2023
Mesa, AZ		1,503		—		839		664		1,503		341		2017
Mesa, AZ		2,185		—		1,612		573		2,185		298		2017
Mesa, AZ		3,169		—		2,005		1,164		3,169		546		2017
Peoria, AZ		1,331		—		992		339		1,331		190		2017
Phoenix, AZ		1,943		—		1,311		632		1,943		263		2018
Phoenix, AZ		2,176		—		1,531		645		2,176		331		2017
Phoenix, AZ		2,415		—		433		1,982		2,415		761		2017
Queen Creek, AZ		2,868		—		1,255		1,613		2,868		801		2017
San Tan Valley, AZ		4,021		—		2,548		1,473		4,021		742		2017
Sierra Vista, AZ		1,765		—		269		1,496		1,765		618		2017
Sierra Vista, AZ		4,440		—		1,849		2,591		4,440		1,135		2017
Surprise, AZ		1,914		—		1,914		—		1,914		—		2025
Surprise, AZ		5,111		—		1,240		3,871		5,111		447		2023
Tucson, AZ		1,261		—		664		597		1,261		303		2017
Tucson, AZ		1,301		—		557		744		1,301		375		2017
Tucson, AZ		1,303		—		590		713		1,303		366		2017
Tucson, AZ		2,085		—		1,487		598		2,085		326		2017
Tucson, AZ		3,652		—		2,924		728		3,652		371		2017
						Gross Amount at Which Carried at Close of Period
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Initial Cost of Acquisition or Leasehold Investment (a)		Cost Capitalized Subsequent to Initial Investment (b)			Land		Building and Improvements		Total Cost		Accumulated Depreciation (c)		Date of Initial Acquisition or Leasehold Investment
Maricopa, AZ	$	5,506	$	0		$	1,290	$	4,216	$	5,506	$	444		2023
Alhambra, CA		6,590		—			6,077		513		6,590		204		2019
Bellflower, CA		1,370		—			911		459		1,370		371		2007
Benicia, CA		2,223		—			1,057		1,166		2,223		954		2007
Cotati, CA		6,071		—			4,007		2,064		6,071		1,173		2015
Fillmore, CA		1,354		—			950		404		1,354		326		2007
Grass Valley, CA		1,485		—			853		632		1,485		369		2015
Harbor City, CA		4,442		—			3,597		845		4,442		375		2019
Hercules, CA		6,900		—			6,018		882		6,900		230		2021
Hesperia, CA		1,643		—			849		794		1,643		628		2007
Hesperia, CA		2,055		—			492		1,563		2,055		1,066		2015
Indio, CA		1,250		—			302		948		1,250		576		2015
Indio, CA		2,727		—			1,486		1,241		2,727		788		2015
La Puente, CA		7,615		—			6,405		1,210		7,615		804		2015
Lakeside, CA		3,716		—			2,696		1,020		3,716		645		2015
Lakewood, CA		2,613		—			1,805		808		2,613		313		2019
Los Angeles, CA		6,612		—			5,006		1,606		6,612		1,057		2015
Oakland, CA		5,434		—			4,123		1,311		5,434		851		2015
Ontario, CA		6,614		—			4,524		2,090		6,614		1,376		2015
Phelan, CA		4,611		—			3,276		1,335		4,611		897		2015
Pomona, CA		2,347		(1,759	)		505		83		588		35		2019
Pomona, CA		1,497		—			674		823		1,497		312		2019
Riverside, CA		2,130		—			1,619		511		2,130		391		2015
Sacramento, CA		3,194		—			2,208		986		3,194		661		2015
Sacramento, CA		4,247		—			2,604		1,643		4,247		983		2015
Sacramento, CA		5,942		—			4,233		1,709		5,942		1,088		2015
San Dimas, CA		1,941		—			749		1,192		1,941		923		2007
San Jose, CA		5,412		—			4,219		1,193		5,412		843		2015
San Leandro, CA		5,978		—			5,078		900		5,978		625		2015
Shingle Springs, CA		4,751		—			3,489		1,262		4,751		827		2015
Stockton, CA		1,188		—			628		560		1,188		376		2015
Stockton, CA		3,001		—			1,460		1,541		3,001		937		2015
Torrance, CA		5,386		—			4,017		1,369		5,386		471		2019
Aurora, CO		2,874		—			2,284		590		2,874		307		2017
Boulder, CO		3,900		—			2,875		1,025		3,900		615		2015
Broomfield, CO		1,785		—			1,388		397		1,785		227		2017
Broomfield, CO		2,379		—			1,495		884		2,379		416		2017
Castle Rock, CO		5,269		(128	)		3,141		2,000		5,141		1,274		2015
Colorado Springs, CO		1,382		—			756		626		1,382		309		2017
Colorado Springs, CO		3,274		—			2,865		409		3,274		227		2017
Denver, CO		2,157		—			1,579		578		2,157		314		2017
Englewood, CO		2,495		—			2,207		288		2,495		182		2017
Golden, CO		4,641		—			3,247		1,394		4,641		865		2015
Golden, CO		6,151		—			4,201		1,950		6,151		1,269		2015
Greenwood Village, CO		4,076		—			2,888		1,188		4,076		707		2015
Highlands Ranch, CO		4,357		—			2,922		1,435		4,357		908		2015
Lakewood, CO		2,350		—			1,542		808		2,350		488		2015
Littleton, CO		4,139		—			2,272		1,867		4,139		1,179		2015
Lone Tree, CO		6,613		—			5,126		1,487		6,613		979		2015
						Gross Amount at Which Carried at Close of Period
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Initial Cost of Acquisition or Leasehold Investment (a)		Cost Capitalized Subsequent to Initial Investment (b)			Land		Building and Improvements		Total Cost		Accumulated Depreciation (c)		Date of Initial Acquisition or Leasehold Investment
Longmont, CO	$	3,620	$	0		$	2,316	$	1,304	$	3,620	$	860		2015
Louisville, CO		6,605		—			5,228		1,377		6,605		892		2015
Monument, CO		3,828		(15	)		2,783		1,030		3,813		585		2017
Morrison, CO		5,081		—			3,018		2,063		5,081		1,346		2015
Superior, CO		3,748		—			2,477		1,271		3,748		802		2015
Thornton, CO		5,003		—			2,722		2,281		5,003		1,444		2015
Westminster, CO		1,457		—			752		705		1,457		435		2015
Bridgeport, CT		313		298			204		407		611		407		1985
Bridgeport, CT		350		330			228		452		680		452		1985
Bridgeport, CT		377		391			246		522		768		522		1985
Bristol, CT		1,594		—			1,036		558		1,594		472		2004
Darien, CT		667		274			434		507		941		507		1985
Durham, CT		994		—			—		994		994		994		2004
East Haven, CT		4,411		—			1,315		3,096		4,411		433		2023
Ellington, CT		1,295		—			842		453		1,295		384		2004
Hartford, CT		665		—			432		233		665		197		2004
Meriden, CT		1,532		—			989		543		1,532		461		2004
Milford, CT		3,387		—			2,217		1,170		3,387		217		2022
Milford, CT		5,301		—			2,192		3,109		5,301		307		2023
New Haven, CT		538		210			351		397		748		388		1985
New Haven, CT		1,413		(113	)		569		731		1,300		611		1985
Newington, CT		954		—			620		334		954		283		2004
Norwalk, CT		—		693			402		291		693		243		1988
Old Greenwich, CT		—		945			620		325		945		257		1969
Plymouth, CT		931		—			605		326		931		276		2004
Shelton, CT		3,679		—			1,645		2,034		3,679		396		2021
South Windham, CT		644		1,398			598		1,444		2,042		1,068		2004
Stamford, CT		507		194			330		371		701		371		1985
Stamford, CT		603		103			393		313		706		311		1985
Suffield, CT		237		603			201		639		840		589		2004
Waterbury, CT		804		—			516		288		804		245		2004
Watertown, CT		925		—			567		358		925		311		2004
West Haven, CT		1,215		—			790		425		1,215		360		2004
West Haven, CT		3,099		—			2,246		853		3,099		160		2022
Westport, CT		603		12			392		223		615		223		1985
Willimantic, CT		717		—			466		251		717		212		2004
Wilton, CT		519		200			338		381		719		381		1985
Windsor Locks, CT		1,030		—			669		361		1,030		305		2004
Windsor Locks, CT		1,433		1,400			1,054		1,779		2,833		1,588		2004
Washington, DC		848		—			418		430		848		253		2013
Washington, DC		940		—			663		277		940		180		2013
Atlantic Beach, FL		4,856		—			1,301		3,555		4,856		367		2023
Callahan, FL		2,894		—			2,056		838		2,894		442		2017
Crestview, FL		920		—			645		275		920		31		2024
Defuniak Springs, FL		6,522		—			2,846		3,676		6,522		495		2023
Holly Hill, FL		1,375		—			1,375		—		1,375		—		2025
Jacksonville, FL		4,623		—			1,438		3,185		4,623		338		2023
Lantana, FL		5,023		—			2,143		2,880		5,023		118		2025
					Gross Amount at Which Carried at Close of Period
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Initial Cost of Acquisition or Leasehold Investment (a)		Cost Capitalized Subsequent to Initial Investment (b)		Land		Building and Improvements		Total Cost		Accumulated Depreciation (c)		Date of Initial Acquisition or Leasehold Investment
Largo, FL	$	2,064	$	0	$	1,143	$	921	$	2,064	$	330		2019
Longwood, FL		1,033		—		219		814		1,033		69		2024
Orlando, FL		868		33		401		500		901		500		2000
Pensacola, FL		5,777		—		1,375		4,402		5,777		624		2023
Pensacola, FL		6,890		—		2,496		4,394		6,890		485		2024
S Navarre, FL		6,168		—		1,649		4,519		6,168		637		2023
Tallahassee, FL		1,474		—		653		821		1,474		57		2024
Tallahassee, FL		1,802		—		984		818		1,802		60		2024
W Bradenton, FL		1,547		—		382		1,165		1,547		104		2023
Wauchula, FL		891		—		161		730		891		55		2024
Winter Park, FL		4,539		—		1,917		2,622		4,539		192		2024
Yulee, FL		1,962		—		569		1,393		1,962		640		2017
Augusta, GA		644		—		302		342		644		8		2025
Augusta, GA		644		—		252		392		644		8		2025
Augusta, GA		998		—		297		701		998		13		2025
Augusta, GA		1,843		—		1,077		766		1,843		294		2019
Augusta, GA		3,150		—		286		2,864		3,150		1,181		2017
Bainbridge, GA		3,751		—		698		3,053		3,751		502		2023
Buford, GA		1,354		—		1,354		—		1,354		—		2023
Columbus, GA		1,618		—		985		633		1,618		254		2019
Conyers, GA		4,733		—		741		3,992		4,733		494		2023
Dalton, GA		1,307		—		510		797		1,307		72		2023
Decatur, GA		856		—		358		498		856		11		2025
Fayetteville, GA		2,530		—		1,025		1,505		2,530		114		2024
Hephzibah, GA		908		—		519		389		908		8		2025
Hinesville, GA		995		—		245		750		995		200		2019
Lawrenceville, GA		1,200		—		1,200		—		1,200		—		2025
Leesburg, GA		3,966		—		914		3,052		3,966		434		2023
Marietta, GA		754		—		282		472		754		11		2025
Milton, GA		1,000		—		1,000		—		1,000		—		2025
Perry, GA		1,725		—		1,313		412		1,725		228		2017
Savannah, GA		4,250		—		1,889		2,361		4,250		176		2024
Stone Mountain, GA		1,370		—		417		953		1,370		19		2025
Tallapossa, GA		905		—		309		596		905		55		2023
Thomson, GA		644		—		242		402		644		9		2025
Tucker, GA		1,172		—		437		735		1,172		14		2025
Haleiwa, HI		1,522		—		1,058		464		1,522		399		2007
Honolulu, HI		1,070		30		980		120		1,100		111		2007
Honolulu, HI		1,539		—		1,219		320		1,539		256		2007
Honolulu, HI		1,769		—		1,192		577		1,769		452		2007
Honolulu, HI		9,211		—		8,194		1,017		9,211		804		2007
Kaneohe, HI		1,364		—		822		542		1,364		443		2007
Kaneohe, HI		1,978		286		1,473		791		2,264		619		2007
Waianae, HI		1,520		—		648		872		1,520		683		2007
Waianae, HI		1,997		—		871		1,126		1,997		884		2007
Waipahu, HI		2,459		—		946		1,513		2,459		1,174		2007
Council Bluffs, IA		858		—		175		683		858		23		2025
Council Bluffs, IA		1,285		—		350		935		1,285		34		2025
Bolingbrook, IL		3,814		—		955		2,859		3,814		580		2021
					Gross Amount at Which Carried at Close of Period
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Initial Cost of Acquisition or Leasehold Investment (a)		Cost Capitalized Subsequent to Initial Investment (b)		Land		Building and Improvements		Total Cost		Accumulated Depreciation (c)		Date of Initial Acquisition or Leasehold Investment
Hanover Park, IL	$	1,190	$	0	$	342	$	848	$	1,190	$	3		2025
Peoria, IL		1,634		—		723		911		1,634		164		2022
Merrillville, IN		1,912		—		219		1,693		1,912		294		2021
Schererville, IN		1,519		—		269		1,250		1,519		230		2021
Kansas City, KS		4,666		—		331		4,335		4,666		1,100		2020
Leavenworth, KS		1,109		—		205		904		1,109		185		2021
Lenexa, KS		1,145		—		471		674		1,145		146		2021
Merriam, KS		4,659		—		743		3,916		4,659		963		2020
Olathe, KS		4,658		—		498		4,160		4,658		1,037		2020
Overland Park, KS		945		—		353		592		945		121		2021
Overland Park, KS		4,620		—		1,511		3,109		4,620		777		2020
Prairie Village, KS		5,947		—		2,533		3,414		5,947		459		2023
Topeka, KS		1,200		—		195		1,005		1,200		196		2021
Bowling Green, KY		3,153		—		499		2,654		3,153		1,004		2020
Campbellsville, KY		5,104		—		693		4,411		5,104		356		2024
Hopkinsville, KY		5,366		—		1,425		3,941		5,366		512		2023
Lexington, KY		3,195		—		676		2,519		3,195		516		2021
Lexington, KY		3,195		—		803		2,392		3,195		491		2021
Louisville, KY		1,489		—		514		975		1,489		96		2023
Louisville, KY		1,640		—		467		1,173		1,640		121		2024
Louisville, KY		3,356		—		818		2,538		3,356		899		2019
Louisville, KY		4,450		—		1,354		3,096		4,450		970		2021
Owensboro, KY		3,811		—		1,012		2,799		3,811		1,363		2019
Somerset, KY		4,522		—		1,259		3,263		4,522		295		2024
Richmond, KY		2,034		—		851		1,183		2,034		88		2024
Baton Rouge, LA		2,355		—		1,320		1,035		2,355		66		2024
Bossier City, LA		2,182		—		1,334		848		2,182		443		2017
W. Monroe, LA		2,387		—		674		1,713		2,387		209		2023
Auburn, MA		600		—		600		—		600		—		2011
Auburn, MA		625		—		625		—		625		—		2011
Auburn, MA		725		—		725		—		725		—		2011
Bedford, MA		1,350		—		1,350		—		1,350		—		2011
Bellingham, MA		734		73		476		331		807		331		1985
Bradford, MA		650		—		650		—		650		—		2011
Burlington, MA		600		—		600		—		600		—		2011
Burlington, MA		1,250		—		1,250		—		1,250		—		2011
Falmouth, MA		415		2,293		459		2,249		2,708		1,026		1988
Gardner, MA		787		—		638		149		787		99		2014
Gardner, MA		1,008		556		656		908		1,564		746		1985
Hyde Park, MA		499		220		322		397		719		374		1985
Littleton, MA		1,357		—		759		598		1,357		280		2017
Lowell, MA		—		636		429		207		636		174		1996
Lowell, MA		3,961		—		2,042		1,919		3,961		638		2019
Lynn, MA		850		—		850		—		850		—		2011
Maynard, MA		736		98		479		355		834		355		1985
Melrose, MA		600		—		600		—		600		—		2011
Methuen, MA		650		—		650		—		650		—		2011
Newton, MA		691		90		450		331		781		331		1985
Peabody, MA		650		—		650		—		650		—		2011
						Gross Amount at Which Carried at Close of Period
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Initial Cost of Acquisition or Leasehold Investment (a)		Cost Capitalized Subsequent to Initial Investment (b)			Land		Building and Improvements		Total Cost		Accumulated Depreciation (c)		Date of Initial Acquisition or Leasehold Investment
Randolph, MA	$	574	$	245		$	430	$	389	$	819	$	389		1985
Randolph, MA		5,039		—			1,350		3,689		5,039		293		2024
Revere, MA		1,300		—			1,300		—		1,300		—		2011
Rockland, MA		579		45			377		247		624		247		1985
Salem, MA		600		—			600		—		600		—		2011
Seekonk, MA		1,073		(373	)		576		124		700		123		1985
Sutton, MA		714		57			464		307		771		284		1993
Tewksbury, MA		125		596			75		646		721		646		1986
Tewksbury, MA		1,200		—			1,200		—		1,200		—		2011
Wakefield, MA		900		—			900		—		900		—		2011
Webster, MA		1,012		1,251			659		1,604		2,263		1,436		1985
West Roxbury, MA		490		193			319		364		683		220		1985
Wilmington, MA		600		—			600		—		600		—		2011
Wilmington, MA		1,300		—			1,300		—		1,300		—		2011
Woburn, MA		508		314			508		314		822		314		1985
Worcester, MA		196		790			—		986		986		441		2017
Worcester, MA		979		8			637		350		987		318		1991
Worcester, MA		498		565			322		741		1,063		626		1985
Accokeek, MD		692		—			692		—		692		—		2010
Baltimore, MD		802		—			—		802		802		755		2007
Baltimore, MD		2,259		—			722		1,537		2,259		1,198		2007
Beltsville, MD		731		—			731		—		731		—		2009
Beltsville, MD		1,050		—			1,050		—		1,050		—		2009
Beltsville, MD		1,130		—			1,130		—		1,130		—		2009
Bowie, MD		1,084		—			1,084		—		1,084		—		2009
Capitol Heights, MD		628		—			628		—		628		—		2009
Clinton, MD		651		—			651		—		651		—		2009
District Heights, MD		1,039		—			1,039		—		1,039		—		2009
Ellicott City, MD		895		—			—		895		895		887		2007
Greater Landover, MD		753		—			753		—		753		—		2009
Greenbelt, MD		1,153		—			1,153		—		1,153		—		2009
Hyattsville, MD		594		—			594		—		594		—		2009
Landover, MD		662		—			662		—		662		—		2009
Landover Hills, MD		1,358		—			1,358		—		1,358		—		2009
Lanham, MD		822		—			822		—		822		—		2009
Laurel, MD		696		—			696		—		696		—		2009
Laurel, MD		1,210		—			1,210		—		1,210		—		2009
Laurel, MD		1,267		—			1,267		—		1,267		—		2009
Laurel, MD		1,415		—			1,415		—		1,415		—		2009
Laurel, MD		1,530		—			1,530		—		1,530		—		2009
Laurel, MD		2,523		—			2,523		—		2,523		—		2009
Oxon Hill, MD		1,256		—			1,256		—		1,256		—		2009
Suitland, MD		673		—			673		—		673		—		2009
Upper Marlboro, MD		845		—			845		—		845		—		2009
Biddeford, ME		618		8			235		391		626		391		1985
Kennebunk, ME		6,228		—			2,623		3,605		6,228		27		2025
Battle Creek, MI		3,225		—			771		2,454		3,225		527		2021
Battle Creek, MI		3,273		—			562		2,711		3,273		553		2021
					Gross Amount at Which Carried at Close of Period
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Initial Cost of Acquisition or Leasehold Investment (a)		Cost Capitalized Subsequent to Initial Investment (b)		Land		Building and Improvements		Total Cost		Accumulated Depreciation (c)		Date of Initial Acquisition or Leasehold Investment
Grand Ledge, MI	$	1,174	$	0	$	100	$	1,074	$	1,174	$	215		2021
Grand Rapids, MI		818		—		201		617		818		124		2021
Grandville, MI		1,044		—		193		851		1,044		177		2021
Jenison, MI		616		—		38		578		616		115		2021
Lambertville, MI		617		—		345		272		617		70		2021
Lansing, MI		916		—		190		726		916		158		2021
Lansing, MI		3,230		—		852		2,378		3,230		456		2021
Madison Heights, MI		1,759		—		191		1,568		1,759		272		2021
Madison Heights, MI		2,457		—		340		2,117		2,457		24		2025
Midland, MI		631		—		11		620		631		124		2021
Zeeland, MI		715		—		92		623		715		133		2021
Coon Rapids, MN		3,778		—		1,065		2,713		3,778		191		2024
Grove Heights, MN		3,583		—		910		2,673		3,583		181		2024
Lino Lakes, MN		4,436		—		958		3,478		4,436		338		2024
Maple Grove, MN		4,233		—		955		3,278		4,233		943		2019
Waconia, MN		4,153		—		730		3,423		4,153		215		2024
Winona, MN		5,574		—		405		5,169		5,574		650		2023
Blue Springs, MO		4,646		—		386		4,260		4,646		1,125		2020
Blue Springs, MO		5,065		—		354		4,711		5,065		1,201		2020
Carthage, MO		3,161		—		408		2,753		3,161		209		2024
Independence, MO		5,043		—		2,146		2,897		5,043		233		2024
Independence, MO		5,109		—		600		4,509		5,109		1,171		2020
Kansas City, MO		1,450		—		1,450		—		1,450		—		2025
Kansas City, MO		3,863		—		366		3,497		3,863		904		2020
Kansas City, MO		4,982		—		609		4,373		4,982		1,077		2020
Parkville, MO		4,636		—		317		4,319		4,636		1,057		2020
Raymore, MO		3,582		—		570		3,012		3,582		807		2020
St Louis, MO		799		—		512		287		799		7		2025
St. Joseph, MO		4,654		—		1,166		3,488		4,654		276		2024
Summit, MO		1,503		—		351		1,152		1,503		215		2021
Biloxi, MS		2,148		—		502		1,646		2,148		48		2025
Columbus, MS		2,147		—		531		1,616		2,147		47		2025
Hattiesburg, MS		1,759		—		849		910		1,759		230		2021
Hattiesburg, MS		2,143		—		1,258		885		2,143		205		2021
Horn Lake, MS		1,614		—		1,176		438		1,614		11		2025
Meridan, MS		3,050		—		2,385		665		3,050		88		2023
Olive Branch, MS		1,341		—		274		1,067		1,341		43		2025
Southhaven, MS		937		—		492		445		937		12		2025
Starkville, MS		1,837		—		211		1,626		1,837		40		2025
Tupelo, MS		1,588		—		277		1,311		1,588		41		2025
Tupelo, MS		2,007		—		281		1,726		2,007		49		2025
Angier, NC		1,390		—		93		1,297		1,390		180		2022
Candler, NC		1,290		—		82		1,208		1,290		154		2022
Candler, NC		1,597		—		370		1,227		1,597		71		2024
Cary, NC		1,939		—		1,292		647		1,939		149		2021
Charlotte, NC		1,967		—		1,457		510		1,967		111		2021
Charlotte, NC		5,194		—		3,670		1,524		5,194		320		2021
Denver, NC		1,065		—		637		428		1,065		36		2024
					Gross Amount at Which Carried at Close of Period
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Initial Cost of Acquisition or Leasehold Investment (a)		Cost Capitalized Subsequent to Initial Investment (b)		Land		Building and Improvements		Total Cost		Accumulated Depreciation (c)		Date of Initial Acquisition or Leasehold Investment
Fayetteville, NC	$	980	$	0	$	460	$	520	$	980	$	48		2023
Fayetteville, NC		986		—		509		477		986		194		2018
Fayetteville, NC		1,180		—		400		780		1,180		69		2023
Fayetteville, NC		1,795		—		374		1,421		1,795		121		2023
Franklin, NC		1,275		—		62		1,213		1,275		158		2022
Gastonia, NC		1,278		—		257		1,021		1,278		88		2024
Greensboro, NC		1,513		—		304		1,209		1,513		105		2023
Greensboro, NC		3,857		—		969		2,888		3,857		1,027		2020
Henderson, NC		1,356		—		774		582		1,356		143		2021
Henderson, NC		2,680		—		1,918		762		2,680		154		2021
Hickory, NC		2,884		—		702		2,182		2,884		309		2022
High Point, NC		1,155		—		368		787		1,155		259		2020
Hildebran, NC		1,820		—		900		920		1,820		88		2023
Indian Trail, NC		4,582		—		3,069		1,513		4,582		315		2021
Indian Trail, NC		5,895		—		4,807		1,088		5,895		224		2021
Jacksonville, NC		1,273		—		269		1,004		1,273		137		2022
Kannapolis, NC		3,790		—		615		3,175		3,790		1,201		2019
Kinston, NC		4,400		—		1,956		2,444		4,400		255		2024
Lexington, NC		1,316		—		154		1,162		1,316		152		2022
Lexington, NC		1,317		—		144		1,173		1,317		154		2022
Lexington, NC		1,776		—		301		1,475		1,776		518		2017
Lincolnton, NC		1,392		—		206		1,186		1,392		156		2022
Louisburg, NC		4,227		—		649		3,578		4,227		313		2024
Mebane, NC		1,721		—		583		1,138		1,721		136		2023
Monroe, NC		1,886		—		1,232		654		1,886		141		2021
Morganton, NC		1,391		—		155		1,236		1,391		160		2022
Nashville, NC		4,024		—		2,377		1,647		4,024		334		2021
Newland, NC		1,883		—		817		1,066		1,883		100		2024
Oxford, NC		1,528		—		308		1,220		1,528		238		2021
Raleigh, NC		2,930		—		2,458		472		2,930		100		2021
Raleigh, NC		1,601		—		1,149		452		1,601		176		2019
Rockingham, NC		3,036		—		234		2,802		3,036		981		2019
Rolesville, NC		1,328		—		699		629		1,328		145		2021
Sylva, NC		2,170		—		62		2,108		2,170		265		2022
Taylorsville, NC		1,082		—		103		979		1,082		125		2022
Wake Forest, NC		1,114		—		411		703		1,114		158		2021
Washington, NC		4,872		—		1,361		3,511		4,872		322		2024
Waynesville, NC		2,323		—		82		2,241		2,323		281		2022
Wesley Chapel, NC		7,158		—		5,654		1,504		7,158		301		2021
Wilson, NC		1,076		—		276		800		1,076		111		2022
Winston Salem, NC		1,462		—		418		1,044		1,462		88		2024
Winston-Salem, NC		1,210		—		211		999		1,210		131		2022
Youngsville, NC		4,702		—		4,028		674		4,702		161		2021
Belfield, ND		1,232		—		382		850		1,232		805		2007
Fargo, ND		3,360		—		840		2,520		3,360		151		2024
Fargo, ND		3,372		—		1,226		2,146		3,372		139		2024
Minot, ND		4,759		—		610		4,149		4,759		538		2023
Omaha, NE		882		—		277		605		882		23		2025
Omaha, NE		1,037		—		395		642		1,037		26		2025
					Gross Amount at Which Carried at Close of Period
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Initial Cost of Acquisition or Leasehold Investment (a)		Cost Capitalized Subsequent to Initial Investment (b)		Land		Building and Improvements		Total Cost		Accumulated Depreciation (c)		Date of Initial Acquisition or Leasehold Investment
Omaha, NE	$	1,321	$	0	$	467	$	854	$	1,321	$	33		2025
Omaha, NE		1,787		—		467		1,320		1,787		1,057		2007
Allenstown, NH		675		—		675		—		675		—		2011
Concord, NH		900		—		900		—		900		—		2011
Concord, NH		950		—		950		—		950		—		2011
Derry, NH		650		—		650		—		650		—		2011
Dover, NH		1,200		—		1,200		—		1,200		—		2011
Dover, NH		1,737		—		697		1,040		1,737		756		2012
Goffstown, NH		1,562		—		824		738		1,562		707		2007
Hooksett, NH		1,500		—		1,500		—		1,500		—		2011
Kingston, NH		703		30		458		275		733		275		1985
Londonderry, NH		1,100		—		1,100		—		1,100		—		2011
Londonderry, NH		750		—		750		—		750		—		2011
Nashua, NH		825		—		825		—		825		—		2011
Nashua, NH		1,132		—		780		352		1,132		196		2017
Nashua, NH		1,750		—		1,750		—		1,750		—		2011
Nashua, NH		—		731		318		413		731		278		1996
Pelham, NH		700		—		700		—		700		—		2011
Rochester, NH		939		12		600		351		951		351		1985
Rochester, NH		1,400		—		1,400		—		1,400		—		2011
Rochester, NH		1,600		—		1,600		—		1,600		—		2011
Rochester, NH		743		20		484		279		763		279		1985
Salem, NH		362		285		200		447		647		447		1986
Basking Ridge, NJ		1,508		198		1,000		706		1,706		609		2000
Brick, NJ		1,246		503		811		938		1,749		869		1985
Fort Lee, NJ		494		242		91		645		736		16		1978
Freehold, NJ		640		742		416		966		1,382		950		1985
Hasbrouck Heights, NJ		1,305		—		800		505		1,305		505		2000
Lake Hopatcong, NJ		872		65		568		369		937		364		1985
Livingston, NJ		514		642		335		821		1,156		691		1985
Long Branch, NJ		630		147		410		367		777		367		1985
North Bergen, NJ		227		556		175		608		783		608		1978
North Plainfield, NJ		382		893		249		1,026		1,275		593		1985
Paramus, NJ		418		307		203		522		725		432		1985
Parlin, NJ		619		17		403		233		636		233		1985
Paterson, NJ		703		480		458		725		1,183		705		1985
Ridgewood, NJ		683		205		445		443		888		443		1985
Somerset, NJ		671		535		437		769		1,206		686		1985
Vernon, NJ		912		498		594		816		1,410		722		1985
Washington Township, NJ		450		308		226		532		758		423		1985
Watchung, NJ		800		537		521		816		1,337		816		1985
West Orange, NJ		1,829		—		1,382		447		1,829		232		2017
Albuquerque, NM		2,308		—		1,830		478		2,308		266		2017
Albuquerque, NM		2,321		—		1,795		526		2,321		284		2017
Albuquerque, NM		3,682		—		3,141		541		3,682		301		2017
Albuquerque, NM		1,843		—		1,375		468		1,843		248		2017
Las Cruces, NM		1,666		—		222		1,444		1,666		1,038		2015
Fernley, NV		4,697		—		3,258		1,439		4,697		277		2022
Henderson, NV		5,411		—		2,358		3,053		5,411		575		2022
					Gross Amount at Which Carried at Close of Period
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Initial Cost of Acquisition or Leasehold Investment (a)		Cost Capitalized Subsequent to Initial Investment (b)		Land		Building and Improvements		Total Cost		Accumulated Depreciation (c)		Date of Initial Acquisition or Leasehold Investment
Las Vegas, NV	$	2,814	$	0	$	563	$	2,251	$	2,814	$	597		2019
Las Vegas, NV		3,094		—		830		2,264		3,094		643		2019
Las Vegas, NV		3,472		—		655		2,817		3,472		730		2019
Las Vegas, NV		3,722		—		631		3,091		3,722		609		2021
Las Vegas, NV		3,752		—		615		3,137		3,752		834		2019
Las Vegas, NV		4,181		—		1,075		3,106		4,181		464		2022
Las Vegas, NV		4,811		—		1,492		3,319		4,811		503		2023
Las Vegas, NV		5,001		—		2,257		2,744		5,001		358		2023
Las Vegas, NV		5,054		—		1,032		4,022		5,054		676		2022
Las Vegas, NV		5,402		—		2,269		3,133		5,402		555		2022
Las Vegas, NV		5,641		—		3,751		1,890		5,641		333		2022
Las Vegas, NV		5,757		—		2,768		2,989		5,757		497		2022
Las Vegas, NV		6,261		—		1,997		4,264		6,261		497		2023
Las Vegas, NV		6,760		—		1,971		4,789		6,760		562		2023
Las Vegas, NV		6,810		—		3,277		3,533		6,810		204		2024
Las Vegas, NV		6,904		—		3,472		3,432		6,904		121		2025
Astoria, NY		1,684		—		1,105		579		1,684		376		2013
Auburn, NY		5,378		—		1,780		3,598		5,378		14		2025
Bayside, NY		470		254		306		418		724		402		1985
Brewster, NY		789		145		789		145		934		21		2011
Briarcliff Manor, NY		652		552		502		702		1,204		702		1976
Bronx, NY		877		—		877		—		877		—		2013
Bronx, NY		884		—		884		—		884		—		2013
Bronx, NY		953		—		953		—		953		—		2013
Bronx, NY		1,049		—		485		564		1,049		368		2013
Bronx, NY		46		1,318		84		1,280		1,364		758		1972
Bronx, NY		1,910		—		1,349		561		1,910		378		2013
Bronx, NY		2,407		—		1,711		696		2,407		434		2013
Bronxville, NY		1,232		213		1,232		213		1,445		30		2011
Brooklyn, NY		627		67		408		286		694		286		1985
Chester, NY		1,158		385		1,158		385		1,543		55		2011
Clay, NY		3,969		—		1,375		2,594		3,969		193		2024
Corona, NY		2,543		—		1,903		640		2,543		404		2013
Cortlandt Manor, NY		1,872		122		1,872		122		1,994		17		2011
Dobbs Ferry, NY		671		34		435		270		705		270		1985
Dobbs Ferry, NY		1,345		249		1,345		249		1,594		35		2011
East Hampton, NY		659		39		427		271		698		271		1985
Eastchester, NY		1,724		1,345		2,302		767		3,069		254		2011
Elmsford, NY		—		948		581		367		948		321		1971
Elmsford, NY		1,453		217		1,453		217		1,670		31		2011
Fishkill, NY		1,793		381		1,793		381		2,174		54		2011
Floral Park, NY		617		170		357		430		787		430		1998
Flushing, NY		1,936		—		1,413		523		1,936		340		2013
Flushing, NY		1,947		—		1,405		542		1,947		332		2013
Flushing, NY		2,479		—		1,802		677		2,479		415		2013
Forest Hills, NY		1,273		—		1,273		—		1,273		—		2013
Garnerville, NY		1,508		280		1,508		280		1,788		40		2011
Hamburg, NY		4,556		—		1,486		3,070		4,556		92		2025
					Gross Amount at Which Carried at Close of Period
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Initial Cost of Acquisition or Leasehold Investment (a)		Cost Capitalized Subsequent to Initial Investment (b)		Land		Building and Improvements		Total Cost		Accumulated Depreciation (c)		Date of Initial Acquisition or Leasehold Investment
Hartsdale, NY	$	1,626	$	278	$	1,626	$	278	$	1,904	$	39		2011
Hawthorne, NY		2,084		216		2,084		216		2,300		31		2011
Hopewell Junction, NY		1,163		288		1,163		288		1,451		41		2011
Hyde Park, NY		990		166		990		166		1,156		24		2011
Katonah, NY		1,084		179		1,084		179		1,263		25		2011
Lakeville, NY		1,028		—		203		825		1,028		679		2008
Latham, NY		2,498		—		1,813		685		2,498		178		2020
Levittown, NY		547		86		356		277		633		274		1985
Long Island City, NY		2,717		—		1,183		1,534		2,717		877		2013
Mamaroneck, NY		1,429		167		1,429		167		1,596		24		2011
Middletown, NY		751		33		489		295		784		295		1985
Middletown, NY		719		204		719		204		923		29		2011
Middletown, NY		1,281		301		1,281		301		1,582		43		2011
Millwood, NY		1,448		116		1,448		116		1,564		16		2011
Mount Kisco, NY		1,907		198		1,907		198		2,105		28		2011
Mount Vernon, NY		985		223		985		223		1,208		32		2011
Nanuet, NY		2,316		395		2,316		395		2,711		56		2011
New Paltz, NY		971		400		971		400		1,371		57		2011
New Rochelle, NY		1,887		285		1,887		285		2,172		40		2011
New Windsor, NY		1,084		441		1,084		441		1,525		62		2011
New York, NY		6,127		—		5,126		1,001		6,127		4		2025
New York, NY		283		1,499		—		1,782		1,782		720		2020
Newburgh, NY		527		237		527		237		764		34		2011
Newburgh, NY		1,192		437		1,192		437		1,629		62		2011
Newburgh, NY		4,208		—		924		3,284		4,208		12		2025
Orchard Park, NY		3,667		—		846		2,821		3,667		150		2025
Ossining, NY		231		356		117		470		587		431		1985
Peekskill, NY		2,207		155		2,207		155		2,362		22		2011
Pelham, NY		1,035		192		1,035		192		1,227		27		2011
Plattsburgh, NY		4,149		—		1,126		3,023		4,149		539		2021
Port Chester, NY		1,015		234		1,015		234		1,249		33		2011
Port Jefferson, NY		185		3,084		246		3,023		3,269		1,240		1985
Poughkeepsie, NY		591		269		591		269		860		38		2011
Poughkeepsie, NY		1,232		275		1,200		307		1,507		44		2011
Poughkeepsie, NY		1,306		330		1,306		330		1,636		47		2011
Poughkeepsie, NY		1,340		318		1,280		378		1,658		54		2011
Poughkeepsie, NY		1,355		342		1,355		342		1,697		48		2011
Rego Park, NY		2,784		—		2,105		679		2,784		429		2013
Riverhead, NY		723		—		431		292		723		292		1998
Rockaway Park, NY		1,605		—		1,605		—		1,605		—		2013
Rye, NY		872		137		872		137		1,009		19		2011
S Glen Falls, NY		5,044		—		517		4,527		5,044		561		2023
Sag Harbor, NY		704		35		458		281		739		281		1985
Scarsdale, NY		1,301		128		1,301		128		1,429		18		2011
Shrub Oak, NY		1,061		421		691		791		1,482		790		1985
Sleepy Hollow, NY		281		438		130		589		719		589		1969
Spring Valley, NY		749		203		749		203		952		29		2011
Syracuse, NY		3,651		—		913		2,738		3,651		81		2025
					Gross Amount at Which Carried at Close of Period
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Initial Cost of Acquisition or Leasehold Investment (a)		Cost Capitalized Subsequent to Initial Investment (b)		Land		Building and Improvements		Total Cost		Accumulated Depreciation (c)		Date of Initial Acquisition or Leasehold Investment
Tarrytown, NY	$	956	$	168	$	956	$	168	$	1,124	$	24		2011
Troy, NY		4,690		—		4,119		571		4,690		154		2020
Tuckahoe, NY		1,650		85		1,650		85		1,735		12		2011
Vestal, NY		2,700		—		568		2,132		2,700		329		2022
Wappingers Falls, NY		1,488		206		1,488		206		1,694		29		2011
Warwick, NY		1,049		171		1,049		171		1,220		24		2011
Watertown, NY		1,012		—		672		340		1,012		64		2022
Watertown, NY		2,867		—		303		2,564		2,867		402		2022
West Nyack, NY		936		222		936		222		1,158		31		2011
White Plains, NY		1,458		213		1,458		213		1,671		30		2011
Yonkers, NY		—		833		685		148		833		107		1990
Yonkers, NY		1,020		63		664		419		1,083		419		1985
Yonkers, NY		291		1,050		216		1,125		1,341		1,125		1972
Yonkers, NY		1,907		96		1,907		96		2,003		14		2011
Yorktown Heights, NY		1,700		—		—		1,700		1,700		1,067		2013
Yorktown Heights, NY		2,365		202		2,365		202		2,567		29		2011
Akron, OH		1,530		—		385		1,145		1,530		459		2017
Amelia, OH		3,195		—		637		2,558		3,195		558		2021
Cincinnati, OH		3,187		—		654		2,533		3,187		545		2021
Cincinnati, OH		3,188		—		274		2,914		3,188		569		2021
Cincinnati, OH		3,715		—		540		3,175		3,715		1,076		2020
Crestline, OH		1,202		—		285		917		1,202		680		2008
Delaware, OH		4,492		—		1,141		3,351		4,492		107		2025
Fairfield, OH		3,769		—		581		3,188		3,769		967		2020
Hamilton, OH		3,188		—		371		2,817		3,188		572		2021
Lima, OH		637		—		53		584		637		119		2021
Loveland, OH		1,045		—		362		683		1,045		306		2017
Macedonia, OH		4,733		—		617		4,116		4,733		369		2023
Mansfield, OH		921		—		331		590		921		428		2008
Mansfield, OH		1,950		—		700		1,250		1,950		896		2009
Monroeville, OH		2,580		—		485		2,095		2,580		1,487		2009
Springdale, OH		3,379		—		381		2,998		3,379		1,104		2020
Toledo, OH		603		—		204		399		603		83		2021
Toledo, OH		767		—		241		526		767		108		2021
Tylersville, OH		3,195		—		666		2,529		3,195		511		2021
Chickasha, OK		997		—		365		632		997		3		2025
Oklahoma City, OK		868		—		371		497		868		195		2018
Oklahoma City, OK		1,182		—		587		595		1,182		223		2018
Oklahoma City, OK		1,311		—		625		686		1,311		249		2018
Stillwater, OK		2,800		—		1,469		1,331		2,800		401		2019
Estacada, OR		646		—		84		562		646		315		2015
McMinnville, OR		2,867		—		394		2,473		2,867		999		2017
Pendleton, OR		765		—		121		644		765		396		2015
Portland, OR		4,416		—		3,368		1,048		4,416		613		2015
Salem, OR		1,071		—		399		672		1,071		493		2015
Salem, OR		1,350		—		521		829		1,350		493		2015
Salem, OR		1,408		—		524		884		1,408		543		2015
Salem, OR		4,214		—		3,181		1,033		4,214		647		2015
Salem, OR		4,614		—		3,517		1,097		4,614		646		2015
Silverton, OR		957		—		457		500		957		260		2017
						Gross Amount at Which Carried at Close of Period
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Initial Cost of Acquisition or Leasehold Investment (a)		Cost Capitalized Subsequent to Initial Investment (b)			Land		Building and Improvements		Total Cost		Accumulated Depreciation (c)		Date of Initial Acquisition or Leasehold Investment
Springfield, OR	$	1,398	$	0		$	796	$	602	$	1,398	$	431		2015
Allison Park, PA		1,500		—			850		650		1,500		559		2010
Harrisburg, PA		399		212			199		412		611		385		1989
Jenkintown, PA		1,884		—			894		990		1,884		99		2023
Lancaster, PA		642		56			300		398		698		386		1989
New Kensington, PA		1,375		—			675		700		1,375		457		2010
Philadelphia, PA		406		255			265		396		661		363		1985
Philadelphia, PA		1,252		(419	)		814		19		833		1		2009
Reading, PA		750		49			—		799		799		799		1989
Barrington, RI		490		1,726			319		1,897		2,216		283		1985
N. Providence, RI		542		62			353		251		604		251		1985
Beaufort, SC		5,081		—			921		4,160		5,081		415		2023
Blythewood, SC		3,217		—			2,405		812		3,217		430		2017
Chapin, SC		1,682		—			1,135		547		1,682		287		2017
Charleston, SC		744		—			251		493		744		10		2025
Charleston, SC		4,996		—			1,981		3,015		4,996		647		2021
Charleston, SC		7,080		—			3,048		4,032		7,080		361		2023
Clover, SC		4,134		—			1,146		2,988		4,134		161		2024
Columbia, SC		792		—			463		329		792		162		2017
Columbia, SC		868		—			455		413		868		228		2017
Columbia, SC		926		—			494		432		926		175		2017
Columbia, SC		1,582		—			1,048		534		1,582		16		2025
Columbia, SC		1,617		—			342		1,275		1,617		23		2025
Columbia, SC		1,643		—			1,302		341		1,643		126		2017
Columbia, SC		1,995		—			1,130		865		1,995		383		2018
Columbia, SC		2,109		—			1,120		989		2,109		411		2018
Columbia, SC		2,459		(25	)		1,543		891		2,434		470		2017
Columbia, SC		2,531		—			1,612		919		2,531		377		2018
Columbia, SC		2,637		—			1,254		1,383		2,637		640		2017
Columbia, SC		3,371		—			2,016		1,355		3,371		683		2017
Columbia, SC		4,989		—			2,226		2,763		4,989		427		2023
Elgin, SC		2,082		—			1,166		916		2,082		447		2017
Elgin, SC		2,177		—			974		1,203		2,177		555		2017
Gaston, SC		2,230		—			934		1,296		2,230		604		2017
Gilbert, SC		1,036		—			434		602		1,036		279		2017
Irmo, SC		1,113		—			666		447		1,113		209		2017
Irmo, SC		1,246		—			69		1,177		1,246		516		2017
Irmo, SC		1,338		—			866		472		1,338		227		2017
Irmo, SC		3,655		(178	)		1,564		1,913		3,477		878		2017
Irmo, SC		3,950		—			2,802		1,148		3,950		552		2017
Johns Island, SC		2,561		—			1,885		676		2,561		260		2018
Lexington, SC		633		—			309		324		633		158		2017
Lexington, SC		694		—			172		522		694		273		2017
Lexington, SC		720		—			219		501		720		234		2017
Lexington, SC		816		—			336		480		816		177		2017
Lexington, SC		973		—			582		391		973		196		2017
Lexington, SC		1,056		—			432		624		1,056		310		2017
Lexington, SC		1,623		—			998		625		1,623		297		2017
					Gross Amount at Which Carried at Close of Period
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Initial Cost of Acquisition or Leasehold Investment (a)		Cost Capitalized Subsequent to Initial Investment (b)		Land		Building and Improvements		Total Cost		Accumulated Depreciation (c)		Date of Initial Acquisition or Leasehold Investment
Lexington, SC	$	1,712	$	0	$	1,410	$	302	$	1,712	$	123		2017
Lexington, SC		1,728		—		1,267		461		1,728		254		2017
Lexington, SC		1,738		—		1,189		549		1,738		206		2017
Lexington, SC		2,180		—		1,477		703		2,180		332		2017
Lexington, SC		2,604		—		1,870		734		2,604		334		2018
Lexington, SC		3,231		—		2,001		1,230		3,231		536		2018
Lexington, SC		3,234		—		1,198		2,036		3,234		808		2018
Lexington, SC		4,414		—		3,419		995		4,414		532		2017
Mauldin, SC		1,841		—		773		1,068		1,841		78		2024
Myrtle Beach, SC		1,168		—		505		663		1,168		139		2021
Myrtle Beach, SC		5,473		—		2,016		3,457		5,473		255		2024
Pelion, SC		1,901		—		1,021		880		1,901		483		2017
Simpsonville, SC		1,713		—		1,355		358		1,713		85		2021
Summerville, SC		1,713		—		386		1,327		1,713		24		2025
Summerville, SC		4,134		—		1,437		2,697		4,134		575		2021
West Columbia, SC		1,116		—		50		1,066		1,116		511		2017
West Columbia, SC		1,644		—		1,283		361		1,644		180		2017
West Columbia, SC		2,046		—		746		1,300		2,046		594		2017
Aberdeen, SD		1,048		—		311		737		1,048		61		2024
Alcoa, TN		4,483		—		799		3,684		4,483		367		2023
Cordova, TN		3,068		—		2,262		806		3,068		18		2025
Decherd, TN		2,115		—		319		1,796		2,115		161		2023
Germantown, TN		4,748		—		4,130		618		4,748		14		2025
Knoxville, TN		1,664		—		382		1,282		1,664		108		2024
Memphis, TN		1,417		—		717		700		1,417		33		2025
Millington, TN		1,246		—		591		655		1,246		29		2025
Arlington, TX		789		—		414		375		789		158		2018
Arlington, TX		1,352		—		887		465		1,352		184		2018
Arlington, TX		1,560		—		1,008		552		1,560		208		2018
Arlington, TX		1,795		—		1,188		607		1,795		233		2018
Austin, TX		1,711		—		1,364		347		1,711		195		2017
Austin, TX		2,312		—		1,011		1,301		2,312		221		2022
Austin, TX		2,368		—		738		1,630		2,368		1,265		2007
Austin, TX		3,510		66		1,594		1,982		3,576		1,512		2007
Belton, TX		3,825		—		882		2,943		3,825		188		2024
Bryan, TX		1,397		—		129		1,268		1,397		4		2025
Cedar Park, TX		179		930		956		153		1,109		122		2007
Cedar Park, TX		3,671		—		794		2,877		3,671		215		2024
Cedar Park, TX		4,176		—		528		3,648		4,176		568		2022
Cedar Park, TX		5,618		—		609		5,009		5,618		790		2022
Center, TX		2,072		—		1,481		591		2,072		251		2018
Channelview, TX		3,295		—		1,697		1,598		3,295		82		2024
Channelview, TX		13,918		—		9,439		4,479		13,918		59		2025
Childress, TX		3,335		—		1,959		1,376		3,335		394		2020
Cibolo, TX		3,228		—		1,004		2,224		3,228		575		2020
Converse, TX		9,590		—		6,567		3,023		9,590		89		2025
Corpus Christi, TX		1,527		—		1,057		470		1,527		223		2017
Corpus Christi, TX		1,628		—		131		1,497		1,628		21		2025
					Gross Amount at Which Carried at Close of Period
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Initial Cost of Acquisition or Leasehold Investment (a)		Cost Capitalized Subsequent to Initial Investment (b)		Land		Building and Improvements		Total Cost		Accumulated Depreciation (c)		Date of Initial Acquisition or Leasehold Investment
Corpus Christi, TX	$	2,162	$	0	$	1,729	$	433	$	2,162	$	233		2017
Corpus Christi, TX		2,400		—		1,110		1,290		2,400		617		2017
Cross Plains, TX		4,550		—		1,291		3,259		4,550		455		2023
El Paso, TX		1,277		—		824		453		1,277		241		2017
El Paso, TX		1,425		—		1,098		327		1,425		178		2017
El Paso, TX		1,679		—		1,085		594		1,679		281		2017
El Paso, TX		1,817		—		1,414		403		1,817		219		2017
El Paso, TX		2,369		—		1,766		603		2,369		295		2017
El Paso, TX		3,168		—		2,153		1,015		3,168		501		2017
Flower Mound, TX		4,915		—		1,331		3,584		4,915		80		2025
Fort Worth, TX		2,115		171		866		1,420		2,286		1,072		2007
Fort Worth, TX		2,567		—		409		2,158		2,567		147		2024
Garland, TX		2,208		—		1,504		704		2,208		268		2018
Garland, TX		3,296		—		245		3,051		3,296		1,455		2014
Garland, TX		4,439		—		439		4,000		4,439		1,979		2014
Grand Prairie, TX		1,413		—		914		499		1,413		210		2018
Grand Prairie, TX		2,001		—		1,416		585		2,001		231		2018
Harker Heights, TX		2,052		95		580		1,567		2,147		1,385		2007
Henderson, TX		1,395		—		404		991		1,395		28		2025
Houston, TX		1,689		—		224		1,465		1,689		1,123		2007
Houston, TX		2,803		—		535		2,268		2,803		932		2016
Houston, TX		3,421		—		1,541		1,880		3,421		22		2025
Houston, TX		3,850		—		810		3,040		3,850		184		2024
Houston, TX		4,340		—		2,826		1,514		4,340		91		2024
Houston, TX		4,376		—		1,640		2,736		4,376		31		2025
Houston, TX		4,458		—		3,177		1,281		4,458		34		2025
Houston, TX		4,463		—		2,359		2,104		4,463		60		2025
Houston, TX		4,561		—		2,406		2,155		4,561		25		2025
Houston, TX		4,708		—		2,705		2,003		4,708		108		2024
Houston, TX		4,719		—		1,707		3,012		4,719		162		2024
Houston, TX		4,758		—		2,126		2,632		4,758		144		2024
Houston, TX		4,764		—		298		4,466		4,764		236		2024
Houston, TX		5,248		—		609		4,639		5,248		52		2025
Houston, TX		5,802		—		3,437		2,365		5,802		27		2025
Houston, TX		5,911		—		2,383		3,528		5,911		191		2024
Houston, TX		5,938		—		3,115		2,823		5,938		35		2025
Houston, TX		8,284		—		2,431		5,853		8,284		67		2025
Houston, TX		9,286		—		6,676		2,610		9,286		31		2025
Houston, TX		10,527		—		7,656		2,871		10,527		35		2025
Humble, TX		3,997		—		1,399		2,598		3,997		135		2024
Humble, TX		4,762		—		1,013		3,749		4,762		239		2024
Jacksonville, TX		633		—		311		322		633		14		2025
Jarrell, TX		3,630		—		719		2,911		3,630		224		2024
Katy, TX		2,822		—		1,612		1,210		2,822		71		2024
Katy, TX		3,056		—		1,426		1,630		3,056		97		2024
Katy, TX		5,599		—		3,652		1,947		5,599		26		2025
Katy, TX		7,665		—		4,331		3,334		7,665		45		2025
Keller, TX		2,506		58		996		1,568		2,564		1,248		2007
						Gross Amount at Which Carried at Close of Period
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Initial Cost of Acquisition or Leasehold Investment (a)		Cost Capitalized Subsequent to Initial Investment (b)			Land		Building and Improvements		Total Cost		Accumulated Depreciation (c)		Date of Initial Acquisition or Leasehold Investment
Killeen, TX	$	3,923	$	0		$	1,569	$	2,354	$	3,923	$	188		2024
Leander, TX		3,321		—			603		2,718		3,321		477		2022
Leander, TX		4,640		—			626		4,014		4,640		654		2022
Leander, TX		4,646		—			657		3,989		4,646		688		2022
Leander, TX		6,473		—			2,091		4,382		6,473		290		2024
Linden, TX		2,159		—			1,513		646		2,159		258		2018
Longview, TX		1,660		—			1,239		421		1,660		162		2018
Longview, TX		3,521		—			720		2,801		3,521		273		2024
Mathis, TX		3,138		—			2,687		451		3,138		243		2017
Mesquite, TX		1,687		—			1,093		594		1,687		235		2018
Panhandle, TX		5,068		—			2,637		2,431		5,068		743		2020
Paris, TX		3,832		—			2,645		1,187		3,832		283		2020
Paris, TX		5,322		—			3,979		1,343		5,322		359		2020
Pasadena, TX		4,465		—			2,791		1,674		4,465		47		2025
Pflugerville, TX		4,668		—			617		4,051		4,668		646		2022
Port Arthur, TX		2,648		—			505		2,143		2,648		909		2016
Queen City, TX		5,958		—			1,474		4,484		5,958		652		2023
Rockdale, TX		3,238		—			475		2,763		3,238		409		2022
Round Rock, TX		4,198		—			830		3,368		4,198		568		2022
Round Rock, TX		4,641		—			1,566		3,075		4,641		558		2022
Rowlett, TX		1,284		—			840		444		1,284		167		2018
Rowlett, TX		4,894		—			1,052		3,842		4,894		85		2025
San Antonio, TX		2,811		—			511		2,300		2,811		494		2021
San Antonio, TX		3,286		—			487		2,799		3,286		464		2022
San Antonio, TX		3,427		—			446		2,981		3,427		689		2020
San Antonio, TX		3,618		—			494		3,124		3,618		696		2020
San Antonio, TX		3,630		—			1,020		2,610		3,630		700		2020
San Antonio, TX		3,631		—			1,330		2,301		3,631		520		2021
San Antonio, TX		3,719		—			733		2,986		3,719		697		2020
San Antonio, TX		3,820		—			1,459		2,361		3,820		635		2020
San Antonio, TX		3,936		—			1,112		2,824		3,936		407		2022
San Antonio, TX		4,168		—			1,657		2,511		4,168		428		2022
San Antonio, TX		4,397		—			997		3,400		4,397		863		2020
San Antonio, TX		4,411		—			642		3,769		4,411		882		2020
San Marcos, TX		1,954		—			251		1,703		1,954		1,315		2007
Schertz, TX		2,794		—			813		1,981		2,794		484		2020
Shamrock, TX		3,045		—			1,222		1,823		3,045		540		2020
Spring Branch, TX		3,257		—			790		2,467		3,257		311		2023
Temple, TX		2,406		(10	)		1,206		1,190		2,396		944		2007
Temple, TX		5,554		—			4,119		1,435		5,554		401		2020
Texarkana, TX		1,791		—			992		799		1,791		296		2018
Texarkana, TX		1,862		—			1,198		664		1,862		284		2018
Texarkana, TX		2,316		—			1,643		673		2,316		246		2018
Tyler, TX		8,582		—			3,635		4,947		8,582		660		2023
Waco, TX		3,884		—			894		2,990		3,884		2,372		2007
Wake Village, TX		1,637		—			685		952		1,637		347		2018
Watauga, TX		1,771		—			1,139		632		1,771		245		2018
White Oak, TX		1,632		—			266		1,366		1,632		5		2025
						Gross Amount at Which Carried at Close of Period
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Initial Cost of Acquisition or Leasehold Investment (a)		Cost Capitalized Subsequent to Initial Investment (b)			Land		Building and Improvements		Total Cost		Accumulated Depreciation (c)		Date of Initial Acquisition or Leasehold Investment
Alexandria, VA	$	649	$	0		$	649	$	0	$	649	$	0		2013
Alexandria, VA		656		—			409		247		656		170		2013
Alexandria, VA		712		—			712		—		712		—		2013
Alexandria, VA		735		—			735		—		735		—		2013
Alexandria, VA		1,327		—			1,327		—		1,327		—		2013
Alexandria, VA		1,388		—			1,020		368		1,388		256		2013
Alexandria, VA		1,582		—			1,150		432		1,582		280		2013
Alexandria, VA		1,757		—			1,313		444		1,757		301		2013
Annandale, VA		1,718		—			1,718		—		1,718		—		2013
Arlington, VA		1,083		—			1,083		—		1,083		—		2013
Arlington, VA		1,464		—			1,085		379		1,464		250		2013
Arlington, VA		2,013		—			1,515		498		2,013		321		2013
Arlington, VA		2,062		—			1,603		459		2,062		294		2013
Ashland, VA		840		—			840		—		840		—		2005
Charlottesville, VA		5,268		—			1,974		3,294		5,268		364		2023
Chesapeake, VA		779		(185	)		398		196		594		156		1990
Chesapeake, VA		1,004		110			385		729		1,114		729		1990
Chester, VA		1,514		—			762		752		1,514		45		2024
Chesterfield, VA		5,032		—			711		4,321		5,032		345		2024
Emporia, VA		3,364		—			2,227		1,137		3,364		384		2019
Fairfax, VA		1,825		—			1,190		635		1,825		409		2013
Fairfax, VA		2,077		—			1,364		713		2,077		413		2013
Fairfax, VA		3,348		—			2,351		997		3,348		615		2013
Fairfax, VA		4,454		—			3,370		1,084		4,454		669		2013
Farmville, VA		1,227		—			622		605		1,227		504		2005
Fredericksburg, VA		1,279		—			469		810		1,279		674		2005
Fredericksburg, VA		1,512		—			692		820		1,512		61		2024
Fredericksburg, VA		1,716		—			996		720		1,716		599		2005
Fredericksburg, VA		3,623		—			2,828		795		3,623		662		2005
Fredericksburg, VA		4,161		—			871		3,290		4,161		279		2024
Glen Allen, VA		1,037		—			412		625		1,037		520		2005
Glen Allen, VA		1,077		—			322		755		1,077		628		2005
Hanover, VA		5,105		—			1,514		3,591		5,105		314		2024
King William, VA		1,688		—			1,068		620		1,688		516		2005
Mechanicsville, VA		903		(25	)		248		630		878		524		2005
Mechanicsville, VA		957		31			324		664		988		542		2005
Mechanicsville, VA		1,043		—			223		820		1,043		683		2005
Mechanicsville, VA		1,125		—			505		620		1,125		516		2005
Mechanicsville, VA		1,476		—			876		600		1,476		499		2005
Mechanicsville, VA		1,677		—			1,157		520		1,677		433		2005
Montpelier, VA		2,481		(114	)		1,612		755		2,367		628		2005
Petersburg, VA		1,441		—			816		625		1,441		520		2005
Portsmouth, VA		562		33			221		374		595		374		1990
Powhatan, VA		4,712		—			1,221		3,491		4,712		315		2024
Richmond, VA		1,132		(41	)		506		585		1,091		487		2005
Salem, VA		3,337		—			915		2,422		3,337		887		2020
Sandston, VA		722		—			102		620		722		516		2005
Spotsylvania, VA		1,290		—			490		800		1,290		666		2005
					Gross Amount at Which Carried at Close of Period
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Initial Cost of Acquisition or Leasehold Investment (a)		Cost Capitalized Subsequent to Initial Investment (b)		Land		Building and Improvements		Total Cost		Accumulated Depreciation (c)		Date of Initial Acquisition or Leasehold Investment
Springfield, VA	$	4,257	$	0	$	2,969	$	1,288	$	4,257	$	789		2013
Stephens City, VA		2,918		—		515		2,403		2,918		208		2024
Woodstock, VA		611		—		354		257		611		93		2020
Rutland, VT		4,885		—		1,434		3,451		4,885		216		2024
Shelburne, VT		4,602		—		1,448		3,154		4,602		262		2024
Williston, VT		3,956		—		1,537		2,419		3,956		457		2021
Auburn, WA		3,023		—		1,966		1,057		3,023		641		2015
Bellevue, WA		1,724		—		885		839		1,724		510		2015
Chehalis, WA		1,176		—		313		863		1,176		572		2015
Colfax, WA		4,800		—		3,611		1,189		4,800		724		2015
Federal Way, WA		4,217		—		2,972		1,245		4,217		810		2015
Fife, WA		1,181		—		414		767		1,181		503		2015
Kent, WA		2,900		—		2,066		834		2,900		546		2015
Monroe, WA		2,791		—		1,555		1,236		2,791		768		2015
Port Orchard, WA		2,019		—		161		1,858		2,019		977		2015
Puyallup, WA		831		—		172		659		831		461		2015
Puyallup, WA		2,035		—		465		1,570		2,035		938		2015
Puyallup, WA		4,050		—		2,394		1,656		4,050		1,219		2015
Renton, WA		1,484		—		951		533		1,484		432		2015
Seattle, WA		717		—		193		524		717		306		2015
Seattle, WA		1,883		—		1,222		661		1,883		387		2015
Silverdale, WA		2,178		—		1,217		961		2,178		629		2015
Snohomish, WA		955		—		955		—		955		—		2015
South Bend, WA		760		—		121		639		760		365		2015
Tacoma, WA		671		—		671		—		671		—		2015
Tenino, WA		936		—		218		718		936		414		2015
Vancouver, WA		1,215		—		164		1,051		1,215		553		2015
Wilbur, WA		629		—		153		476		629		304		2015
Oshkosh, WI		1,525		—		212		1,313		1,525		124		2024
Inwood, WV		3,084		—		537		2,547		3,084		216		2024
Morgantown, WV		5,389		—		1,312		4,077		5,389		336		2024
Various		95,554		15,723		52,676		58,601		111,277		42,646	various
Total	$	2,131,852	$	62,677	$	1,051,880	$	1,142,649	$	2,194,529	$	352,472

• Initial cost of acquisition or leasehold investment represents the aggregate costs incurred during the year in which we purchased the property or leasehold interest.
• Cost capitalized subsequent to initial investment includes investments made in previously leased properties prior to their acquisition.
• Depreciation of real estate is computed on the straight-line method based upon the estimated useful lives of the assets, which generally range from 16 to 25 years for buildings and improvements, or the term of the lease if shorter. Leasehold interests are amortized over the remaining term of the underlying lease.

The aggregate cost for federal income tax purposes was approximately $2.4 billion as of December 31, 2025.

GETTY REALTY CORP. and SUBSIDIARIES

SCHEDULE IV—MORTGAGE LOANS ON REAL ESTATE

As of December 31, 2025

(in thousands)

Borrower	Description	Location(s)	Interest Rate			Final Maturity Date		Periodic Payment Terms (a)	Face Value at Inception		Amount of Principal Unpaid at Close of<br>Period
Mortgage Loans:
Borrower A	Seller financing	Brooklyn, NY		8.0	%	1/2026		IO	$	1,050	$	1,050
Borrower B	Seller financing	East Islip, NY		9.0	%	11/2024	(b)	P & I		743		585
Borrower C	Seller financing	Bronx, NY		8.0	%	12/2028		IO		950		950
Borrower D	Seller financing	Valley Cottage, NY		9.0	%	10/2020	(b)	P & I		431		261
Borrower E	Seller financing	Bronx, NY		8.0	%	12/2028		IO		950		950
Borrower F	Seller financing	Fairless Hills, PA		10.0	%	2/2032		P & I		225		222
Borrower G	Seller financing	Bristol, CT		9.0	%	5/2026		P & I		76		64
Borrower H	Seller financing	Hartford, CT		9.5	%	2/2027		P & I		440		382
Borrower I	Seller financing	Middletown, CT		9.0	%	5/2026		P & I		308		259
Borrower J	Seller financing	Plainville, CT		9.5	%	3/2027		P & I		160		139
Borrower K	Seller financing	Simsbury, CT		9.0	%	5/2026		P & I		192		161
Borrower L	Seller financing	Milford, CT		9.0	%	3/2025	(b)	P & I		398		318
Borrower M	Seller financing	Fairfield, CT		9.0	%	3/2025	(b)	P & I		390		312
Borrower N	Seller financing	Hartford, CT		9.0	%	3/2024	(b)	P & I		70		53
Borrower O	Seller financing	Fairhaven, MA		9.0	%	9/2020	(b)	P & I		458		275
Borrower P	Seller financing	Roselle, IL		10.0	%	12/2032		P & I		2,200		2,200
Borrower Q	Seller financing	Colonia, NJ		9.5	%	7/2030		P & I		320		156
Borrower R	Seller financing	Bayside, NY		9.5	%	12/2029		P & I		320		294
Borrower S	Seller financing	St. Albans, NY		8.0	%	12/2028		IO		950		950
Total Mortgage Loans									$	10,631	$	9,581
Notes Receivable:
Borrower A	Promissory Note	Various		8.0	%	NC	(c)		$	—	$	3,262
Borrower B	Promissory Note	Nanuet, NY		8.3	%	Nanuet, NY	(c)			—		3,132
Borrower C	Promissory Note	Kennebunk, ME		10.0	%	Kennebunk, ME	(c)			—		1,500
Borrower D	Promissory Note	Various	7.5-8.0%			AZ, FL, MO, NC	(c)			—		931
Borrower E	Promissory Note	Milton, GA		8.15	%	GA	(c)					858
Borrower F	Promissory Note	Various		9.0	%	Various, CT	(c)			—		517
Total Notes Receivable									$	—	$	10,200
Allowance for credit losses										—		(315	)
Total Mortgage and Notes Receivable									$	10,631	$	19,466

• P & I = principal and interest paid monthly. IO = Interest only paid monthly with principal deferred.
• Note is in the process of being refinanced or repaid.
• Note for funding of capital improvements.

The aggregate cost for federal income tax purposes approximates the amount of principal unpaid.

We review payment status to identify performing versus non-performing loans. Interest income on performing loans is accrued as earned. A non-performing loan is placed on non-accrual status when it is probable that the borrower may be unable to meet interest payments as they become due. As of December 31, 2025, 2024 and 2023, we had recorded an allowance for credit losses of $0.3 million, $0.3 million and $0.2 million, respectively, on these notes and mortgages receivable. For the year ended December 31, 2025 and 2024, we recorded an allowance of $62 thousand and $72 thousand, respectively, and for the years ended December 31, 2023, we recorded a credit of $97 thousand on these notes and mortgages receivable due to changes in expected economic conditions.

The summarized changes in the carrying amount of mortgage loans and notes receivable are as follows:

	2025			2024			2023
Balance at January 1,	$	29,454		$	112,009		$	34,313
Additions:
New mortgage loans		18,918			24,943			122,029
Deductions:
Loan repayments		(28,499	)		(107,040	)		(43,909	)
Collection of principal		(345	)		(386	)		(521	)
Allowance for credit losses		(62	)		(72	)		97
Balance as of December 31,	$	19,466		$	29,454		$	112,009

EXHIBIT INDEX

GETTY REALTY CORP.

Annual Report on Form 10-K

for the year ended December 31, 2025

Exhibit<br><br>Number	Description of Document	Location of Document
3.1	Articles of Incorporation of Getty Realty Holding Corp. (“Holdings”), now known as Getty Realty Corp., filed December 23, 1997.	Annexed as Appendix D to the Joint Proxy/Prospectus that is a part of the Company’s Registration Statement on Form S-4 filed on January 12, 1998 and incorporated herein by reference.
3.2	Articles Supplementary to Articles of Incorporation of Holdings, filed January 21, 1998.	Filed as Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 and incorporated herein by reference.
3.3	Amended and Restated By-Laws of Getty Realty Corp.	Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on January 31, 2024 and incorporated herein by reference.
3.4	Articles of Amendment of Holdings, changing its name to Getty Realty Corp., filed January 30, 1998.	Filed as Exhibit 3.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 and incorporated herein by reference.
3.5	Articles of Amendment of Holdings, filed August 1, 2001.	Filed as Exhibit 3.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 and incorporated herein by reference.
3.6	Articles Supplementary to Articles of Incorporation of Holdings, filed October 25, 2017.	Filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed on October 26, 2017 and incorporated herein by reference.
3.7	Articles of Amendment to Articles of Incorporation of Getty Realty Corp. filed May 17, 2018.	Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 18, 2018 and incorporated herein by reference.
3.8	Articles Supplementary to Articles of Incorporation of Holdings, filed February 24, 2022.	Filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed on April 28, 2022 and incorporated herein by reference.
3.9	Articles of Amendment of Holdings, filed April 28, 2022.	Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 28, 2022 and incorporated herein by reference.
4.1	Dividend Reinvestment/Stock Purchase Plan.	Included under the heading “Description of Plan” on pages 5 through 18 of the Company’s Registration Statement on Form S-3D filed on April 22, 2004 and incorporated herein by reference.
4.2	Description of Securities.	Filed herewith.
10.1*	Retirement and Profit Sharing Plan (restated as of December 1, 2012).	Filed as Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 and incorporated herein by reference.
10.2*	Amended and Restated Supplemental Retirement Plan for Executives of the Getty Realty Corp. and Participating Subsidiaries (adopted by the Company on December 16, 1997 and amended and restated effective January 1, 2009).	Filed as Exhibit 10.6 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 and incorporated herein by reference.
10.3*	Form of Indemnification Agreement between the Company and its directors.	Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on October 25, 2018 and incorporated herein by reference.
Exhibit<br><br>Number	Description of Document	Location of Document
---	---	---
10.4*	Getty Realty Corp. Third Amended and Restated 2004 Omnibus Incentive Compensation Plan.	Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 28, 2021 and incorporated herein by reference.
10.5*	Form of 2026 Restricted Stock Unit Grant Award under the 2004 Getty Realty Corp. Third Amended and Restated 2004 Omnibus Incentive Compensation Plan.	Filed herewith
10.6	Change of Control Severance Plan	Filed herewith
10.7*	Retirement Agreement, dated as of January 20, 2026, by and between Mark Olear and the Company	Filed herewith
10.8*	Consulting Agreement, dated as of January 20, 2026, by and between Mark to Market Real Estate Services LLC and the Company	Filed herewith
10.9	Second Amended and Restated Credit Agreement, dated as of October 27, 2021, among Getty Realty Corp., certain of its subsidiaries party thereto, Bank of America, N.A., as Administrative Agent, and the other agents and lenders party thereto.	Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 1, 2021 and incorporated herein by reference.
10.10***	First Amendment to the Second Amended and Restated Credit Agreement, dated as of December 22, 2022, among Getty Realty Corp., certain of its subsidiaries party thereto, Bank of America, N.A., as Administrative Agent, and the other agents and lenders party thereto.	Filed as Exhibit 10.57 to the Company’s Annual Report on Form 10-K filed February 23, 2023 and incorporated herein by reference.
10.11***	Third Amended and Restated Credit Agreement, dated as of January 23, 2025, among Getty Realty Corp., certain of its subsidiaries party thereto, Bank of America, N.A., as Administrative Agent,and the other agents and lenders party thereto.	Filed as Exhibit 10.8 to the Company’s Annual Report on Form 10-K filed February 13, 2025 and incorporated herein by reference.
10.12	First Amendment to Third Amended and Restated Credit Agreement, dated as of November 19, 2025, between Getty Realty Corp. and Bank of America, N.A., as Administrative Agent.	Filed herewith.
10.13	Term Loan Agreement, dated October 17, 2023, among Getty Realty Corp. and Bank of America, N.A., as Administrative Agent and BofA Securities, Inc., J.P. Morgan Chase Bank, N.A., TD Bank, N.A., and Capital One, N.A. as joint lead arrangers	Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on October 26, 2023 and incorporated herein by reference.
10.14***	First Amendment to the Note Purchase Agreement and Guarantee Agreement, dated as of October 27, 2021, among Getty Realty Corp., {Barings} and certain of its affiliates that are the holders of the notes signatory thereto.	Filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on November 1, 2021 and incorporated herein by reference.
10.15***	Seventh Amended and Restated Note Purchase and Guarantee Agreement, dated as of November 21, 2024, among Getty Realty Corp., Prudential and certain of its affiliates.	Filed as Exhibit 10.11 to the Company’s Annual Report on Form 10-K filed February 13, 2025 and<br>incorporated herein by reference.
Exhibit<br><br>Number	Description of Document	Location of Document
---	---	---
10.16***	Second Amended and Restated Note Purchase and Guarantee Agreement dated as of February 22, 2022 among Getty Realty Corp. and American General Life Insurance Company and certain of its affiliates.	Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on April 28, 2022 and incorporated herein by reference.
10.17***	Second Amended and Restated Note Purchase and Guarantee Agreement dated as of February 22, 2022 among Getty Realty Corp. and Massachusetts Mutual Life Insurance Company and certain of its affiliates.	Filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on April 28, 2022 and incorporated herein by reference.
10.18***	Amended and Restated Note Purchase and Guarantee Agreement dated as of November 21, 2024 among Getty Realty Corp. and New York Life Insurance Company and certain of its affiliates.	Filed herewith.
10.19***	Note Purchase and Guarantee Agreement dated as of November 19, 2025 among Getty Realty Corp. and the purchasers party thereto.	Filed herewith.
10.20***	Letter Agreement dated as of November 19, 2025 among Getty Realty Corp. and the purchasers party thereto.	Filed herewith.
10.21	Distribution Agreement, dated as of February 24, 2023, by<br><br>and among Getty Realty Corp. and each of J.P. Morgan<br><br>Securities LLC, JPMorgan Chase Bank, National<br><br>Association, BofA Securities, Inc., Bank of America, N.A.,<br><br>Goldman Sachs & Co. LLC, KeyBanc Capital Markets Inc.,<br><br>Robert W. Baird & Co. Incorporated, BTIG, LLC, Capital<br><br>One Securities, Inc., JMP Securities LLC, TD Securities<br><br>(USA) LLC, and The Toronto-Dominion Bank	Filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on February 24, 2023and incorporated herein by reference.
10.22	Amendment No. 1 to the Distribution Agreement, dated as of February 16, 2024, by and among Getty Realty Corp. and each of J.P. Morgan Securities LLC, JPMorgan Chase Bank, National Association, BofA Securities, Inc., Bank of America, N.A., Goldman Sachs & Co. LLC, KeyBanc Capital Markets Inc., Robert W. Baird & Co. Incorporated, BTIG, LLC, Nomura Global Financial Products, Inc., Nomura Securities International, Inc., Capital One Securities, Inc., Citizens JMP Securities, LLC, TD Securities (USA) LLC and The Toronto-Dominion Bank	Filed as Exhibit 1.2 to the Company’s Current Report on Form 8-K filed on February 16, 2024 and incorporated herein by reference.
10.23	Form of Master Forward Confirmation	Filed as Exhibit 1.3 to the Company’s Current Report on<br><br>Form 8-K filed on February 16, 2024<br><br>and incorporated herein by reference.
10.24	Underwriting Agreement, dated July 29, 2024, by and among Getty Realty Corp., BofA Securities, Inc., J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Goldman Sachs & Co. LLC, TD Securities (USA) LLC, Robert W. Baird & Co. Incorporated, Capital One Securities, Inc., Citizens JMP Securities, LLC, and BTIG, LLC, as underwriters, the forward purchasers named therein and the forward sellers named therein	Filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on July 31, 2024 and incorporated herein by reference.
Exhibit<br><br>Number	Description of Document	Location of Document
---	---	---
10.25	Forward Confirmation, dated July 29, 2024, by and among Getty Realty Corp. and Bank of America, N.A.	Filed as Exhibit 1.2 to the Company’s Current Report on Form 8-K filed on July 31, 2024, and incorporated herein by reference.
10.26	Forward Confirmation, dated February 28, 2023, by and among Getty Realty Corp. and JPMorgan Chase Bank, National Association	Filed as Exhibit 1.3 to the Company’s Current Report on Form 8-K filed on July 31, 2024 and incorporated herein by reference.
10.27	Forward Confirmation, dated July 29, 2024, by and among Getty Realty Corp. and KeyBanc Capital Markets Inc.	Filed as Exhibit 1.4 to the Company’s Current Report on Form 8-K filed on July 31, 2024 and incorporated herein by reference.
10.28	Forward Confirmation, dated August 6, 2024, by and among Getty Realty Corp. and Bank of America, N.A.	Filed as Exhibit 1.2 to the Company’s Current Report on Form 8-K filed on August 9, 2024 and incorporated herein by reference.
10.29	Forward Confirmation, dated August 6, 2024, by and among Getty Realty Corp. and JPMorgan Chase Bank, National Association	Filed as Exhibit 1.3 to the Company’s Current Report on Form 8-K filed on August 9, 2024 and incorporated herein by reference.
10.30	Forward Confirmation, dated August 6, 2024, by and among Getty Realty Corp. and KeyBanc Capital Markets Inc.	Filed as Exhibit 1.4 to the Company’s Current Report on Form 8-K filed on August 9, 2024 and incorporated herein by reference.
19	Insider trading policy.	Filed herewith.
21	Subsidiaries of the Company.	Filed herewith.
23	Consent of Independent Registered Public Accounting Firm.	Filed herewith.
31.1	Certification of Christopher J. Constant, President and Chief Executive Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.	Filed herewith.
31.2	Certification of Brian Dickman, Executive Vice President, Chief Financial Officer and Treasurer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.	Filed herewith.
32.1	Certification of Christopher J. Constant, President and Chief Executive Officer, pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. § 1350.	Filed herewith.
32.2	Certification of Brian Dickman, Executive Vice President, Chief Financial Officer and Treasurer, pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. § 1350.	Filed herewith.
97	Policy Relating to Recovery of Erroneously Awarded Compensation.	Filed herewith.
101.INS	Inline XBRL Instance Document.	Filed herewith.
101.SCH	Inline XBRL Taxonomy Extension Schema.	Filed herewith.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase.	Filed herewith.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase.	Filed herewith.
Exhibit<br><br>Number	Description of Document	Location of Document
---	---	---
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase.	Filed herewith.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase.	Filed herewith.
104	Cover Page Interactive Data File.	Formatted as Inline XBRL and contained in Exhibit 101.

* Management contract or compensatory plan or arrangement.

** Confidential treatment has been granted for certain portions of this Exhibit pursuant to Rule 24b-2 under the Exchange Act, which portions are excluded and filed separately with the SEC.

*** Certain portions of this exhibit (indicated by “[***]”) have been excluded in compliance with Regulation S-K Item 601(b)(10) because they are not material and are the type of information that the registrant treats as private or confidential.

Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

The exhibits listed in this Exhibit Index which were filed or furnished with this Annual Report on Form 10-K filed with the Securities and Exchange Commission are available upon payment of a $25 fee per exhibit, upon request from us, by writing to Investor Relations addressed to Getty Realty Corp., 292 Madison Avenue, 9th Floor, New York, NY 10017. Our website address is www.gettyrealty.com. Our website contains a hyperlink to the EDGAR database of the Securities and Exchange Commission at www.sec.gov where you can access, free-of-charge, each exhibit that was filed or furnished with this Annual Report on Form 10-K.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

Getty Realty Corp.<br><br>(Registrant)
By:	/s/ Brian Dickman
	Brian Dickman
	Executive Vice President, Chief Financial Officer and Treasurer<br><br>(Principal Financial Officer)
	February 12, 2026
By:	/s/ Eugene Shnayderman
	Eugene Shnayderman
	Chief Accounting Officer and Controller<br><br>(Principal Accounting Officer)
	February 12, 2026

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

By:	/S/ Christopher J. Constant	By:	/S/ Milton Cooper
	Christopher J. Constant<br><br>President, Chief Executive Officer and Director<br><br>(Principal Executive Officer)<br><br>February 12, 2026		Milton Cooper<br><br>Director<br><br>February 12, 2026
By:	/S/ Philip E. Coviello	By:	/S/ Howard Safenowitz
	Philip E. Coviello<br><br>Director<br><br>February 12, 2026		Howard Safenowitz<br><br>Director and Chairman of the Board<br><br>February 12, 2026
By:	/S/ Mary Lou Malanoski	By:	/S/ Evelyn Infurna
	Mary Lou Malanoski<br><br>Director<br><br>February 12, 2026		Evelyn Infurna<br><br>Director<br><br>February 12, 2026

EX-4.2

Exhibit 4.2

DESCRIPTION OF THE REGISTRANT’S SECURITIES

REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES

EXCHANGE ACT OF 1934

As of December 31, 2020, Getty Realty Corp. (“we”, “our”, “us” or the “Company”) has its common stock, $0.01 par value per share (“common stock”) registered under Section 12 of the Securities Exchange Act of 1934.

The following description of our common stock, which is not complete and is subject to, and qualified in its entirety by reference to, our charter and bylaws, each of which is filed or incorporated by reference as an exhibit to our Annual Report on Form 10-K of which this Exhibit is a part, and the Maryland General Corporation Law (“MGCL”). You should read our charter and bylaws and the applicable provisions of the MGCL for a complete statement of the provisions described under this caption “Description of Common Stock” and for other provisions that may be important to you.

Common Stock

Under our charter, we have the authority to issue 100,000,000 shares of common stock, par value $0.01 per share. At December 31, 2022, we had outstanding 46,734,790 shares of common stock. Our common stock is traded on the New York Stock Exchange under the symbol “GTY.”

Holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders. For the election of our board of directors, holders of common stock are not entitled to cumulative voting rights. Our common stockholders are entitled to receive ratably such dividends that we declare out of funds legally available therefor. In the event of a liquidation, dissolution or winding up of the Company, holders of our common stock have the right to a ratable portion of the assets remaining after payment of liabilities and liquidation preferences of any outstanding shares of our preferred stock. The holders of our common stock have no preemptive rights or rights to convert their common stock into other securities. The rights of the holders of our common stock will be subject to, and may be adversely affected by, the rights of the holders of our preferred stock.

Under the MGCL and our charter, a distribution (whether by dividend, redemption or other acquisition of shares) to holders of shares of our common stock may be made only if, after giving effect to the distribution, our total assets are greater than our total liabilities plus the amount necessary to satisfy the preferential rights upon dissolution of stockholders whose preferential rights on dissolution are superior to the holders of common stock. We have complied with this requirement in all of our prior distributions to holders of common stock.

Under the MGCL, a Maryland corporation generally cannot dissolve, amend its charter, merge, sell all or substantially all of its assets, engage in a share exchange or engage in similar transactions outside the ordinary course of business unless approved by the affirmative vote of stockholders holding at least two-thirds of the shares entitled to vote on the matter. A Maryland corporation may provide, however, in its charter for approval of these matters by a lesser percentage, but not less than a majority of all of the votes entitled to be cast on the matter. Our charter provides for approval of these matters by the affirmative vote of the holders of shares entitled to cast a majority of all the votes entitled to be cast on the matter.

Ownership and Transfer Restrictions

For us to qualify as a REIT under the Code, not more than 50% in value of our outstanding capital stock may be owned, actually or constructively, by five or fewer individuals (as defined in the Code to include certain entities) during the last half of a taxable year. Our capital stock also must be beneficially owned by 100 or more persons during at least 335 days of a taxable year of 12 months or during a proportionate part of a shorter taxable year. In addition, rent from related party tenants (generally, a tenant of a REIT owned, actually or constructively, 10% or more by the REIT, or a 10% owner of the REIT) is not qualifying income for purposes of the income tests under the Code. Our charter prohibits any holder from owning, or being deemed to own by virtue of the constructive ownership provisions of the Code, shares of our capital stock to the extent that such ownership or deemed ownership would result in the Company failing to qualify as a REIT.

In addition, subject to certain exceptions specified in our charter, (a) no holder may (i) own, or be deemed to own by virtue of certain constructive ownership provisions of the Code, in excess of 5.0% (in value or in number of shares, whichever is more restrictive) of the aggregate of the outstanding shares of our common stock or (ii) own, or be deemed to own by virtue of certain other constructive ownership provisions of the Code, in excess of 9.9% (by value or number of shares, whichever is more restrictive) of the outstanding shares of our common stock; (b) no holder may (i) own, or be deemed to own by virtue of certain constructive ownership provisions of the Code, in excess of 5.0% of the number (in value or in number of shares, whichever is more restrictive) of any class or series of the outstanding shares of our preferred stock or (ii) own, or be deemed to own by virtue of certain other constructive ownership provisions of the Code, in excess of 9.9% (by value or number of shares, whichever is more restrictive) of any class or series of outstanding shares of our preferred stock; and (c) no holder may (i) own, or be deemed to own by virtue of certain constructive ownership provisions of the Code, in excess of 5.0% (in value) of the aggregate of the outstanding shares of our capital stock or (ii) own, or be deemed to own by virtue of certain other constructive ownership provisions of the Code, in excess of 9.9% (in value) of the aggregate of the outstanding shares of our capital stock.

The constructive ownership rules under the Code are complex and may cause shares of capital stock owned actually or constructively by a group of related individuals or entities or both to be deemed constructively owned by one individual or entity. As a result, the acquisition of less than 5.0% of our outstanding common stock, 5.0% of our outstanding preferred stock or 5.0% of our outstanding capital stock (or the acquisition of an interest in an entity that owns, actually or constructively, our capital stock) by an individual or entity could cause that individual or entity (or another individual or entity) to own our stock in excess of the above ownership limits.

Our board of directors may waive the ownership limit and the related party limit (as described below) with respect to a particular stockholder if evidence satisfactory to our board of directors and our tax counsel is presented that such ownership will not then or in the future jeopardize our status as a REIT. Because rent from related party tenants is not qualifying rent for purposes of the gross income tests under the Code, our charter provides that no individual or entity may own, or be deemed to own by virtue of certain constructive ownership provisions of the Code (which differ from the constructive ownership provisions applied to the above ownership limits), in excess of 9.9% in value of the outstanding common stock of a tenant of the Company. We refer to this ownership limit as the related party limit. As a condition of any waiver, our board of directors may require a ruling from the Internal Revenue Service (the “IRS”), an opinion of counsel satisfactory to it or an undertaking, or both from the applicant with respect to preserving our REIT status. The foregoing restrictions on transferability and ownership will not apply if our board of directors determines that it is no longer in our best interests to attempt to qualify, or to continue to qualify, as a REIT. If shares of capital stock in excess of the ownership limit or the related party limit, or shares which would otherwise cause the REIT to be beneficially owned by less than 100 persons or which would otherwise cause us to be “closely held” within the meaning of the Code or would otherwise result in our failure to qualify as a REIT, are issued or transferred to any person, that issuance or transfer shall be null and void to the intended transferee, and the intended transferee would acquire no rights to the stock. Shares transferred in excess of the ownership limit or the related party limit, or shares which would otherwise cause us to be “closely held” within the meaning of the Code or would otherwise result in our failure to qualify as a REIT, will automatically be transferred to a trustee of a trust for the benefit of one or more charitable beneficiaries selected by us. While these shares are held in trust, the trustee will be entitled to receive, in trust for the beneficiary, all dividends and other distributions and will be entitled to exercise all voting rights with respect to those shares. Within 20 days of the transfer, the trustee shall sell the shares held in the trust to one of more persons, designated by the trustee, whose ownership of the shares will not violate the ownership limit. The net proceeds shall be divided as follows: the intended transferee will receive the lesser of (i) the price paid by the intended transferee or, if the intended transferee did not give value for such shares (through a gift, devise or otherwise), a price per share equal to the market value of the shares on the date of the purported transfer to the intended transferee and (ii) the price per share received by the trustee from the sale or other disposition of the shares held in the trust. Any net sales proceeds in excess of the amount payable to the intended transferee shall be immediately paid to the charitable beneficiary.

In addition, until the trustee has sold the shares of stock held in trust, such shares are purchasable by us at a price equal to the lesser of (i) the price per share in the transaction that resulted in such transfer to the trust (or, in the case of a devise or gift, the market price at the time of such devise or gift) and (ii) the market price for the stock on the date we determine to purchase the stock.

All certificates representing shares of our capital stock will bear a legend referring to the restrictions described above.

Our board of directors granted exemptions from the ownership limit to certain existing stockholders (Leo Liebowitz, Howard Safenowitz and Milton Cooper and their affiliated trusts and partnerships) who own shares of our common stock in excess of the ownership limits.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Computershare, Inc., 462 South 4th Street, Suite 1600 Louisville, KY 40202.

Possible Anti-Takeover Effects of Maryland Law and our Charter and Bylaws

Our charter and bylaws contain certain provisions that may make it more difficult for a third party to acquire control of us without the approval of our board of directors. In addition, certain provisions of the Maryland General Corporation Law may hinder or delay an attempted takeover of our company other than through negotiation with our board of directors. These provisions could discourage attempts to acquire us or remove our management even if some or a majority of our stockholders believe this action to be in their best interest, including attempts that might result in our stockholders’ receiving a premium over the market price of their shares of our capital stock.

Number of Directors; Vacancies. The number of directors on our board of directors may only be altered by the action of a majority of our entire board of directors. A vacancy resulting from an increase in the number of directors may be filled by a majority vote of the entire board of directors. A vacancy on our board of directors for any cause other than an increase in the number of directors may be filled by a majority of the remaining directors, although such majority may be less than a quorum. Any individual so elected as director holds office until the next annual meeting of stockholders and until his successor is elected and qualifies.

Power to Issue Preferred Stock. Our board of directors has the authority, without further action by the holders of our common stock, to issue shares of preferred stock in one or more classes or series and to fix the relative designations, powers, preferences and privileges of the preferred stock, any or all of which may be greater than the rights of the common stock. Our board of directors, without

stockholder approval, can issue preferred stock with voting, conversion or other rights that could adversely affect the voting power and other rights of the holders of common stock.

Power to Reclassify Shares of Our Stock. Our charter authorizes our board of directors to classify and reclassify any unissued shares of stock into one or more classes or series of stock, and to divide and classify shares of any class into one or more series of such class. Prior to issuance of classified or reclassified shares of any class or series, our board of directors is required by the Maryland General Corporation Law and by our charter to set the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms and conditions of redemption for each class or series.

Special Stockholders’ Meetings. Our bylaws provide that special meetings of stockholders may be called only by our president, chairman of the board, chief executive officer or board of directors, or by our stockholders only upon the written request of stockholders entitled to cast not less than a majority of all the votes entitled to be cast at such meeting.

Advance Notice Provisions. Our bylaws establish an advance written notice procedure for stockholders seeking to nominate candidates for election as directors at any annual meeting of stockholders and to bring business before an annual meeting of our stockholders. Our bylaws provide that only persons who are nominated by or at the direction of our board of directors or by a stockholder who has given timely written notice to our secretary before the meeting to elect directors will be eligible for election as our directors. Our bylaws also provide that any matter to be presented at any meeting of stockholders must be presented either by our board of directors or by a stockholder in compliance with the procedures in our bylaws. A stockholder must give timely written notice to our secretary of its intention to present a matter before an annual meeting of stockholders.

Restrictions of Transfer. The ownership and transfer restriction provisions in our charter described above could have the effect of delaying, deferring or preventing a takeover or other transaction in which stockholders might receive a premium for their stock over the then prevailing market price or which stockholders might believe to be otherwise in their best interest.

Maryland Business Combination Act. In addition to these provisions of our charter and bylaws, we are subject to the provisions of Maryland Business Combination Act (the “Business Combination Act”), which prohibits transactions between a Maryland corporation and an interested stockholder or an affiliate of an interested stockholder for five years after the most recent date on which the interested stockholder becomes an interested stockholder. Generally, pursuant to the Business Combination Act, an “interested stockholder” is a person who, together with affiliates and associates, beneficially owns, directly or indirectly, 10% or more of a Maryland corporation’s voting stock. These provisions could have the effect of delaying, preventing or deterring a change in control of our company or reducing the price that certain investors might be willing to pay in the future for shares of our capital stock.

Maryland Control Share Acquisition Act. The Maryland Control Share Acquisition Act may deny voting rights to shares involved in an acquisition of one-tenth or more of the voting stock of a Maryland corporation. In our charter and bylaws, we have elected not to have the Maryland Control Share Acquisition Act apply to any acquisition by any person of shares of stock of our Company.

EX-10.5

Exhibit 10.5

RESTRICTED STOCK UNIT AGREEMENT

THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), dated as of [ ] (the “Grant Date”), between Getty Realty Corp. (the “Company”), and NAME (“Holder”).

RECITALS

A. The Company has adopted the Getty Realty Corp. Third Amended and Restated 2004 Omnibus Incentive Compensation Plan (the “Plan”) (the terms of which are hereby incorporated by reference and made part of this Agreement).

B. The Committee appointed to administer the Plan has determined that it would be to the advantage and best interest of the Company and its shareholders to award Restricted Stock Units to Holder as an inducement for Holder to remain in the service of the Company and as an incentive for increased efforts during such service, and has advised the Company thereof and instructed the undersigned officer(s) to award such Restricted Stock Units to Holder, subject to the restrictions and conditions contained in this Agreement.

AGREEMENTS

In consideration of services to be rendered to the Company and the other mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Definitions. As used in this Agreement, the following terms shall have the following definitions ascribed to them:

• “Cause” shall mean a determination by the Committee that the Holder’s service was terminated due to: (i) the Holder’s conviction of any crime (whether or not involving the Company) constituting a felony in the applicable jurisdiction; (ii) conduct of the Holder related to the Holder’s service for which either criminal or civil penalties may be sought against the Holder and/or the Company; (iii) material violation of the Company’s Business Conduct Guidelines, including, but not limited to those relating to sexual harassment, the disclosure or misuse of confidential information, or those set forth in other Company manuals or statements of policy; or (iv) serious neglect or misconduct in the performance of the Holder’s duties for the Company or willful or repeated failure or refusal to perform such duties.

• “Code” shall mean the Internal Revenue Code of 1986, as amended.

• “Committee” shall mean the Compensation Committee of the Company’s Board of Directors, or another committee or subcommittee of the Board.

• “Disability” shall mean a disability described in Section 22(e)(3) of the Code. The existence of a Disability shall be determined by the Committee in its sole and absolute discretion.

• “Fair Market Value” of a share of Common Stock as of a given date shall be (i) the closing price of a share of Common Stock on the principal exchange on which shares of

• Common Stock are then trading, if any (or as reported on any composite index which includes such principal exchange), on the trading day previous to such date, or if shares were not traded on the trading day previous to such date, then on the next preceding date on which a trade occurred, or (ii) if Common Stock is not traded on an exchange but is quoted on Nasdaq or a successor quotation system, the mean between the closing representative bid and asked prices for the Common Stock on the trading day previous to such date as reported by Nasdaq or such successor quotation system, or (iii) if Common Stock is not publicly traded on an exchange and not quoted on Nasdaq or a successor quotation system, the Fair Market Value of a share of Common Stock as established by the Administrator acting in good faith.

• “Retirement” shall mean (i) if the Holder is an employee of the Company or any Subsidiary, Termination of Service by the Holder on or after the Holder’s sixty-fifth birthday or the Holder’s completion of twenty full (not necessarily consecutive) years of employment with the Company or any Subsidiary, or (ii) if the Holder is a non-employee director of the Company with at least ten full years of service as a director of the Company, Termination of Service where the Holder voluntarily elects not to stand for re-election to the Board of Directors or is not nominated for re-election.

• “Termination of Service” shall mean, (i) if the Holder is an employee of the Company or any Subsidiary on the Grant Date, the time when the employee-employer relationship between the Holder and the Company or any Subsidiary is terminated for any reason, with or without Cause, including, but not by way of limitation, a termination by resignation, discharge, death, Disability or Retirement; but excluding (a) terminations where there is a simultaneous reemployment or continuing employment of the Holder by the Company or any Subsidiary, (b) at the discretion of the Committee, terminations which result in a temporary severance of the employee-employer relationship, and (c) at the discretion of the Committee, terminations which are followed by the simultaneous establishment of a consulting relationship by the Company or a Subsidiary with the Holder, and (ii) if the Holder is a non-employee director of the Company on the Grant Date, the time when the Holder ceases to be a member of the Board of Directors of the Company for any reason; provided, however, that for purposes of settlement of vested Units, Termination of Service shall have the same meaning as “separation from service” under Section 409A of the Code.

• Grant of Restricted Stock Units. Subject to the terms and conditions of the Plan and this Agreement, the Company hereby grants AMOUNT Restricted Stock Units (“Units”) to Holder, to be credited to a separate account maintained for Holder on the books of the Company (the “Account”). On any date, the value of each Unit shall equal the Fair Market Value of one share of the common stock of the Company, par value $0.01 per share (“Common Stock”).

• Vesting

• Subject to the accelerated vesting provisions set forth in Section 3(b) or Section 3(c) below, the Units shall vest, on a cumulative basis, with respect to 20% of the Units on [ ] (the “First Vesting Date”) and as to an additional 20% on each succeeding anniversary of the First Vesting Date (the First Vesting Date and each succeeding anniversary thereof may each be referred to herein as “Vesting Date”), so as to be 100% vested on the fifth anniversary thereof, provided that Holder has not incurred a Termination of Service prior to the respective Vesting Date.

• Notwithstanding the foregoing, if the Holder is an employee of the Company or any Subsidiary on the Grant Date:

• The Units shall vest as to 100% of the then unvested Units in the Holder’s Account upon the Holder’s Termination of Service by the Company without Cause;

• The Units shall vest as to 100% of the then unvested Units in the Holder’s Account upon the Holder’s death prior to Termination of Service; and

• If the Holder incurs a Termination of Service for any reason other than by the Company without Cause or due to death, all Units which have not vested at the time of such termination shall be automatically forfeited; provided, however, that notwithstanding the first clause of this Section 3(b)(3), if a Termination of Service occurs in connection with the Holder’s Retirement, the Committee may, in its sole and absolute discretion, take action to provide for 100% vesting of then unvested Units.

• Notwithstanding the foregoing, if the Holder is a non-employee director of the Company on the Grant Date:

• The Units shall vest as to 100% of the then unvested Units in the Holder’s Account upon the Holder’s Termination of Service for any reason other than the Holder voluntarily electing to resign from the Board of Directors, voluntarily electing not to stand for re-election to the Board of Directors or being involuntarily removed from the Board of Directors (excluding, for this purpose, a failure to be re-elected by the stockholders of the Company);

• The Units shall vest as to 100% of the then unvested Units in the Holder’s Account upon the Holder’s death prior to Termination of Service; and

• If the Holder voluntarily resigns from the Board of Directors, voluntarily elects not to stand for re-election to the Board of Directors or is involuntarily removed from the Board of Directors (excluding, for this purpose, a failure to be re-elected by the stockholders of the Company), all Units which have not vested as of the date that the Holder incurs a Termination of Service shall be automatically forfeited upon the Termination of Service; provided, however, that notwithstanding the first clause of this Section 3(c)(3), the Committee may, in its sole and absolute discretion, take action to provide for 100% vesting of then unvested Units upon the Holder’s Retirement.

• Settlement. Each vested Unit credited to the Holder’s Account will be settled by the Company (and, upon such settlement, cease to be credited to the Holder’s Account) by either (a) the issuance to the Holder of one share of Common Stock or (b) a payment to the Holder of an amount equal to the Fair Market Value of a share of Common Stock on the Settlement Date (hereinafter defined), such election to be made by the Committee in its sole and absolute discretion. Settlement of vested Units shall occur on the date (the “Settlement Date”) that is within 30 days

• after the Vesting Date subject to Section 10(l) below. Following its applicable Settlement Date, the Unit will automatically cease to be credited to the Holder’s Account.

• Dividend Equivalent Feature. With respect to the Units granted hereunder, if on any date the Company pays any dividend with respect to the Common Stock outstanding (such date, the “Payment Date”), then Holder shall receive, within 14 days after the Payment Date, a cash payment equal to the product of (i) the number of Units credited to the Holder’s Account as of the Payment Date (and which have not previously been settled or forfeited prior to such Payment Date), multiplied by (ii) the per share cash amount of such dividend (or, in the case of a dividend payable in Common Stock or in property other than cash, the per share equivalent cash value of such dividend, as determined in good faith by the Committee), subject to any applicable withholding taxes (the “Dividend Equivalent”).

• Restrictions. The Units granted hereunder, and any rights to any Dividend Equivalent cash payment made in respect of such Units as provided in this Agreement, may not be sold, pledged or otherwise transferred (other than by will or the laws of descent and distribution) and may not be subject to lien, garnishment, attachment or other legal process. The Holder acknowledges and agrees that, with respect to each Unit credited to his Account, Holder has no voting rights with respect to the Company unless and until such Unit is settled in Common Stock.

• Taxation. When Units become vested in accordance with applicable tax rules and/or upon settlement, as applicable, Holder will be obligated to pay all Social Security, Withholding and other (income based) taxes, that are due and payable by reason of the vesting and/or settlement of Units on such date. If Holder shall fail to deliver to the Company the entire amount of such Social Security, Withholding and other (income based) taxes, prior to the payment of Holder’s next regular salary payment, then the Company shall have the right to withhold from such salary payment the unpaid amount of such Social Security, Withholding and other (income based) taxes. Additionally, upon the settlement of vested Units in cash, the Company shall have the right to withhold from such cash settlement an amount sufficient to satisfy all applicable Social Security, Withholding and other (income based) taxes. Upon the settlement of vested Units in Common Stock, the Holder shall be required as a condition of such settlement to pay to the Company by check the amount of any Social Security, Withholding and other (income based) taxes that the Company determines is required to be paid; provided, however, that, with the prior written consent of the Committee, the Holder may elect to satisfy such payment obligation by having the Company withhold from the settlement that number of shares of Common Stock having a Fair Market Value equal to the amount of such payment; and provided further, however, that the number of shares that may be so withheld by the Company shall be limited to that number of shares of Common Stock having an aggregate Fair Market Value on the date of such withholding equal to the aggregate amount of the Holder’s payment obligation on that date (i.e. Holder’s federal and state income and payroll tax liabilities based upon the applicable minimum statutory withholding rates for federal and state income and payroll tax purposes).

• No Effect on Employment or Other Service. Neither this Agreement nor the Units granted hereunder shall confer upon Holder any right to, or impose upon Holder any obligation of, continued employment or other service with the Company and shall not in any way modify or restrict any right the Company or the Company’s shareholders may otherwise have to terminate such employment or service.

• Notices. Any notice hereunder to any party shall be effective upon receipt (or refusal of receipt) and shall be in writing and delivered personally or sent by telecopy, or certified or registered mail, postage prepaid, as follows:

If to the Company:

Getty Realty Corp.

292 Madison Avenue, 9th Floor

New York, NY 10017-6318

Attn: Chairman, Compensation Committee

If to the Holder, to the address set forth on the signature page hereof, or at any other address as any party shall have specified by notice in writing to the other party.

• Miscellaneous.

• All amounts credited to the Holder’s Account under this Agreement shall continue for all purposes to be a part of the general assets of the Company. The Holder’s interest in the Account shall make him only a general, unsecured creditor of the Company.

• This Agreement, together with the Plan, constitutes the entire agreement of the parties with respect to the subject matter hereof and may not be modified or amended except by a written agreement signed by the Company and Holder. In the event that any provision of this Agreement shall conflict with any provision of the Plan, the provision of this Agreement shall control, except to the extent that the same would violate applicable law.

• Capitalized terms not defined herein shall have the meaning ascribed to such terms in the Plan.

• The Units shall be subject to adjustment in accordance with Section 8.3 of the Plan. The Administrator shall ensure that any action taken pursuant to Section 8.3(a) through 8.3(f) of the Plan shall comply with the provisions of Section 409A of the Code if and to the extent that the Units constitute deferred compensation within the meaning of Section 409A of the Code.

• No waiver of any breach or default hereunder shall be considered valid unless in writing, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature.

• Except as otherwise expressly provided herein, this Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns and the Holder and his heirs and personal representatives.

• If any provision of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision and shall not in any manner affect or render invalid or unenforceable any other severable provision of this Agreement, and this Agreement shall be carried out as if any such invalid or unenforceable provision were not contained herein.

• The section headings contained herein are for the purposes of convenience only and are not intended to define or limit the contents of said sections. Except as may otherwise be expressly provided, all references herein to “Section” or “Sections” shall mean the applicable section or sections of this Agreement.

• Words in the singular shall be read and construed as though in the plural and words in the plural shall be read and construed as though in the singular in all cases where they would so apply.

• This Agreement may be executed in one or more counterparts, all of which taken together shall be deemed one original.

• This Agreement shall be deemed to be a contract under the laws of the State of New York and for all purposes shall be construed and enforced in accordance with the internal laws of said state without regard to the principles of conflicts of law.

• 409A Savings Clause. This Agreement and the Units granted hereunder are intended to comply with, or otherwise be exempt from, Section 409A of the Code. This Agreement and the Units shall be administered, interpreted, and construed in a manner consistent with Section 409A of the Code. Should any provision of this Agreement be found not to comply with, or otherwise be exempt from, the provisions of Section 409A of the Code, such provision shall be modified and given effect (retroactively if necessary), in the sole discretion of the Administrator, and without the consent of the Holder, in such manner as the Administrator determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A of the Code. If the Company or Administrator by its operation of the Plan or this Agreement and by no fault of the Holder causes this Agreement to fail to meet the requirements of paragraphs (2), (3) or (4) of Section 409A(a) of the Code, the Company shall reimburse the Holder for interest and additional tax payable with respect to previously deferred compensation as provided in Section 409A(a)(1)(B) of the Code incurred by the Holder including a tax “gross-up” on such reimbursement. Any such reimbursement and tax gross-up payment shall be calculated in good faith by the Administrator and shall be paid by the end of the Holder’s taxable year next following the Holder’s taxable year in which the related taxes are remitted to the taxing authority. Notwithstanding anything in the Plan to the contrary, in no event shall the Administrator exercise its discretion to accelerate the payment or settlement of the Units unless and to the extent that such accelerated payment or settlement is permissible under Treasury Regulation 1.409A-3(j)(4) or any successor provision. Each amount payable under this Agreement as a Dividend Equivalent or as a payment upon vesting or settlement of the Units is designated as a separate identified payment for purposes of Section 409A of the Code. Notwithstanding any provision to the contrary, if the Holder is a “specified employee” within the meaning of Section 409A of the Code at the time of his/her Termination of Service, and settlement with respect to a vested Unit held by the Holder would constitute “nonqualified deferred compensation” under Section 409A of the Code, such settlement shall occur on the first business day following the six-month anniversary of the Holder’s Termination of Service.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.

GETTY REALTY CORP.
By:
Christopher Constant
President and Chief Executive Officer
NAME
---
ADDRESS
CITY,STATE, ZIP
XXX-XX-XXXX
Certificate # 20XX-1-0XX
XXXX Restricted Stock Units

EX-10.6

Exhibit 10.6

Getty Realty Corp.

Change of Control Severance Plan

Plan Effective Date: February 10, 2026

• Introduction.

The purpose of this Getty Realty Corp. Change of Control Severance Plan (the “Plan”) is to provide for severance benefits to selected eligible employees of the Company under circumstances described in the Plan related to a Change of Control (as defined below). The Plan first became effective on the Plan Effective Date listed above. This Plan document also serves as the Summary Plan Description for the Plan.

For purposes of the Plan, the following terms are defined as follows:

• “Affiliate” means any corporation (other than the Company) in an “unbroken chain of corporations” beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

• “Applicable Law” means U.S. federal and state securities, tax and other applicable laws, rules and regulations, the applicable rules of any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws and rules of any applicable foreign country or other jurisdiction.

• “Base Salary” means base pay (excluding incentive pay, premium pay, commissions, overtime, bonuses and other forms of variable compensation) as in effect prior to any Separation from Service.

• “Board” means the Board of Directors of the Company.

• “Cause” means a determination by the Plan Administrator that an Eligible Employee’s service was terminated due to: (i) the Eligible Employee’s conviction of any crime (whether or not involving the Company) constituting a felony in the applicable jurisdiction; (ii) conduct of the Eligible Employee related to his or her service for which either criminal or civil penalties may be sought against the Eligible Employee and/or the Company; (iii) the Eligible Employee’s material violation of the Company’s Business Conduct Guidelines, including, but not limited to those relating to sexual harassment, the disclosure or misuse of confidential information, or those set forth in other Company manuals or statements of policy; or (iv) serious neglect or misconduct by the Eligible Employee in the performance of his or her duties for the Company or the Eligible Employee’s willful or repeated failure or refusal to perform such duties. The determination as to whether an Eligible Employee’s termination of employment has occurred for Cause shall be determined by the Plan Administrator in its sole and absolute discretion and shall be final and binding. The foregoing definition does not in any way limit the Company’s ability to terminate an employee’s employment relationship at any time, subject to Applicable Laws.

• “Change of Control” has the meaning set forth in the Equity Plan. The Board will determine whether a Change of Control has occurred, and its determination will be final, binding and conclusive.

• “Change of Control Period” means the period commencing on the date of the Closing of a Change of Control and ending twenty-four (24) months following the Closing of a Change of Control.

• “Closing” means the initial closing date of the Change of Control as set forth in the definitive agreement executed in connection with the Change of Control. In the case of a series of transactions constituting a Change of Control, “Closing” means the first closing that satisfies the threshold of the definition for a Change of Control.

• “Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.

• “Committee” means any Compensation Committee of the Board of Directors of the Company that has been appointed by the Board, or if none, the Board.

• “Common Stock” means the common stock (or equivalent equity interest) of the Company.

• “Company” means Getty Realty Corp. or, following a Change of Control, the surviving entity resulting from such event.

• “Covered Termination” means: (i) an Eligible Employee’s Separation from Service which occurs on a date that is within the Change of Control Period due to a Termination Without Cause, or (ii) an Eligible Employee’s Separation from Service which occurs due to such Eligible Employee’s Resignation for Good Reason where the adverse employment condition giving rise to his or her right to resign for Good Reason occurs on any date that is within the Change of Control Period.

• “Disability” means a disability described in Section 22(e)(3) of the Code. The existence of a Disability shall be determined by the Plan Administrator in its sole and absolute discretion and shall be final and binding.

• “Eligible Employee” means an employee of the Company that meets the requirements to be eligible to receive Plan benefits as set forth in Section 2.

• “Equity Awards” means any equity awards granted to an Eligible Employee by the Company under the Company’s Equity Plans or otherwise.

• “Equity Plan” means the Company’s Third Amended and Restated 2004 Omnibus Incentive Compensation Plan, as amended from time to time, and any successor plan thereto.

• “Participation Agreement” means an agreement between an employee and the Company in substantially the form of Appendix A attached hereto, and which may include such other terms as the Committee deems necessary or advisable in the administration of the Plan.

• “Plan Administrator” means the Committee prior to the Closing and the Representative upon and following the Closing, as applicable.

• “Representative” means one or more members of the Committee or other persons or entities designated by the Committee prior to or in connection with a Change of Control that will have authority to administer and interpret the Plan upon and following the Closing as provided in Section 9(a).

• “Resignation for Good Reason” means a Separation from Service as a result of the employee’s resignation of employment with the Company or any of its Affiliates after one of the following conditions has come into existence (i) without the employee’s consent, and (ii) on or after the employee becomes eligible to participate in the Plan:

• A material reduction in the employee’s Base Salary, meaning a reduction by more than 10%;

• Any material breach by the Company of any material written agreement between the employee and the Company;

• A material diminution of the employee’s authority, duties or scope of responsibilities (provided, however, that a change in job position, including a change in title, by itself shall not be deemed a “material diminution” in and of itself unless the employee’s new duties or authority are materially reduced); or

• A relocation of the employee’s principal workplace mandated by the Company to a place that increases the employee’s one-way commute by more than 50 miles as compared to the employee’s then-current principal workplace immediately prior to such relocation.

A Resignation for Good Reason will not be deemed to have occurred unless the employee gives the Company written notice of the condition setting forth the basis for his or her ability to resign for Good Reason within 90 days after the condition first comes into existence, the Company fails to remedy the condition within 30 days after receiving such written notice (such 30 day period, the “Cure Period”), and the employee resigns within 90 days after expiration of the Cure Period.

• “Section 409A” means Section 409A of the Code and the treasury regulations and other guidance thereunder and any state law of similar effect.

• “Separation from Service” means a “separation from service” within the meaning of Treasury Regulations Section 1.409A-1(h), without regard to any alternative definition thereunder.

• “Termination Without Cause” means a Separation from Service as a result of a termination of employment by the Company without Cause (and other than as a result of the

• employee’s death or Disability), provided the employee is willing and able to continue performing services within the meaning of Treasury Regulations Section 1.409A-1(n)(1).

• Eligibility for Benefits.

• Eligible Employee. An employee of the Company is eligible to participate in the Plan if (i) the Plan Administrator has designated such employee as eligible to participate in the Plan by providing such employee a Participation Agreement; (ii) such employee has signed and returned such Participation Agreement to the Company within the time period required therein and such Participation Agreement remains in effect and has not expired as of the date of the employee’s Separation from Service; and (iii) such employee meets the other Plan eligibility requirements set forth in this Section 2 and in the Participation Agreement. The determination of whether an employee is an Eligible Employee shall be made by the Plan Administrator, in its sole discretion, and such determination shall be binding and conclusive on all persons.

• Release Requirement. Except as otherwise provided in an individual Participation Agreement, in order to be eligible to receive benefits under the Plan, the employee also must execute a general waiver and release, in such a form as provided by the Company (the “Release”), within the applicable time period set forth therein and not revoke it, and such Release must become effective in accordance with its terms, which must occur in no event more than 60 days following the date of the applicable Covered Termination (the “Release Deadline”).

• Plan Benefits Provided In Lieu of Any Previous Benefits. Except as otherwise provided in an individual Participation Agreement, this Plan shall amend, restate and supersede any change in control or severance benefit plan, policy or practice previously maintained by the Company with respect to an Eligible Employee and any change in control or severance benefits in any individually negotiated employment offer letter, contract or other agreement between the Company and an Eligible Employee (if applicable, the “Prior Agreement”). Notwithstanding anything herein to the contrary, and except as otherwise specifically provided herein or in the Participation Agreement, the Eligible Employee’s outstanding Equity Awards shall remain subject to the terms of the applicable Equity Plans under which such awards were granted (including the award documentation governing such awards), and to the extent any such Equity Plan or award documentation provides for vesting acceleration or other treatment upon a Change of Control and/or a termination of such employee’s service that is more favorable to the Eligible Employee than the treatment provided herein or in the Participation Agreement (including, for the avoidance of doubt, single‑trigger vesting acceleration upon a Change of Control), the terms of such Equity Plan or award documentation shall control with respect to the applicable Equity Award(s) and shall not be limited, superseded, or adversely affected by this Plan.

• Exceptions to Severance Benefit Entitlement. An employee who otherwise is an Eligible Employee will not receive benefits under the Plan in the following circumstances, as determined by the Plan Administrator in its sole discretion:

• The employee’s employment is terminated by the Company or an Affiliate for any reason (including due to the employee’s death or Disability) or the employee voluntarily terminates employment with the Company or an Affiliate in any manner, and in either case, such termination does not constitute a Covered Termination. Voluntary terminations include,

• but are not limited to, resignation, retirement, job abandonment or failure to return from a leave of absence on the scheduled date.

• The employee voluntarily terminates employment with the Company or an Affiliate in order to accept employment with another entity that is wholly or partly owned (directly or indirectly) by the Company or an Affiliate.

• The employee is offered an identical or substantially equivalent or comparable position with the Company or an Affiliate. For purposes of the foregoing, a “substantially equivalent or comparable position” is one that provides the employee substantially the same level of duties, responsibility and compensation.

• The employee is offered immediate reemployment by a successor to the Company or an Affiliate or by a purchaser of the Company’s assets, as the case may be, following a Change of Control and in a position that provides substantially the same level of duties, responsibility and compensation. For purposes of the foregoing, “immediate reemployment” means that the employee’s employment with the successor to the Company or an Affiliate or the purchaser of its assets, as the case may be, results in uninterrupted employment such that the employee does not incur a lapse in pay or benefits as a result of the change in ownership of the Company or the sale of its assets. For the avoidance of doubt, an employee who becomes immediately reemployed as described in this Section 2(d)(4) by a successor to the Company or an Affiliate or by a purchaser of the Company’s assets, as the case may be, following a Change of Control shall continue to be an Eligible Employee following the date of such reemployment.

• The employee is rehired by the Company or an Affiliate and recommences employment prior to the date severance benefits under the Plan are scheduled to commence.

• Termination of Severance Benefits. In addition to any other potential reduction or termination of severance benefits set forth in this Plan, an Eligible Employee’s right to receive severance benefits under this Plan shall terminate immediately if, at any time prior to or during the period for which the Eligible Employee is receiving severance benefits under the Plan, the Eligible Employee:

• willfully breaches any material statutory, common law, or contractual obligation to the Company or an Affiliate (including, without limitation, any confidentiality, non-disclosure and developments agreement, post-termination restrictive covenants agreement, or similar type agreement between the Eligible Employee and the Company, as applicable);

• fails to enter into a Participation Agreement; or

• without the prior written approval of the Plan Administrator, engages in a Prohibited Action (as defined below). In addition, if benefits under the Plan have already been paid to the Eligible Employee and the Eligible Employee subsequently engages in a Prohibited Action during the Prohibited Period (or it is determined that the Eligible Employee engaged in a Prohibited Action prior to receipt of such benefits), any benefits previously paid to the Eligible Employee shall be subject to recoupment by the Company on such terms and

• conditions as shall be determined by the Plan Administrator, in its sole discretion. The “Prohibited Period” shall commence on the date of the Eligible Employee’s Covered Termination and continue for the number of months corresponding to the CIC Severance Period set forth in such Eligible Employee’s Participation Agreement. A “Prohibited Action” shall occur if the Eligible Employee: breaches a material provision of any confidentiality, non-disparagement, or other post-termination obligations set forth in the Eligible Employee’s employment agreement, offer letter, any other written agreement between the Eligible Employee and the Company or an Affiliate (including but not limited to the Release), or under applicable law.

• Amount of Benefits.

• Benefits in Participation Agreement. Benefits under the Plan shall be provided to an Eligible Employee as set forth in the Participation Agreement.

• Certain Reductions. In addition to Section 2(e) above, the Company, in its sole discretion, shall have the authority to reduce an Eligible Employee’s severance benefits, in whole or in part, by any other severance benefits, pay and benefits provided during a period following written notice of a business closing or mass layoff, pay and benefits in lieu of such notice, or other similar benefits payable to the Eligible Employee by the Company or an Affiliate that become payable in connection with the Eligible Employee’s termination of employment pursuant to (i) any applicable legal requirement, including, without limitation, the Worker Adjustment and Retraining Notification Act or any other similar state or local law or (ii) any Company policy or practice providing for the Eligible Employee to remain on the payroll for a limited period of time after being given notice of the termination of the Eligible Employee’s employment. Any such reductions that the Company determines to make pursuant to this Section 3(b) shall be made such that any severance benefit under the Plan shall be reduced solely by any similar type of benefit under such legal requirement, agreement, policy or practice (i.e., any cash severance benefits under the Plan shall be reduced solely by any cash payments or severance benefits under such legal requirement, agreement, policy or practice). The Company’s decision to apply such reductions to the severance benefits of one Eligible Employee and the amount of such reductions shall in no way obligate the Company to apply the same reductions in the same amounts to the severance benefits of any other Eligible Employee. In the Company’s sole discretion, such reductions may be applied on a retroactive basis, with severance benefits previously paid being re-characterized as payments pursuant to the Company’s statutory obligation.

• Parachute Payments. If any payment or benefit an Eligible Employee would receive from the Company or otherwise (a “Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the amount of any such Payment shall be equal to the Best Results Amount. The “Best Results Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Eligible Employee’s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a Payment is

• required pursuant to the preceding sentence and the Best Results Amount is determined pursuant to clause (x) of the preceding sentence, the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for the Eligible Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”).

Notwithstanding any provisions in this Section above to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A that would not otherwise be subject to taxes pursuant to Section 409A, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for the Eligible Employee as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without Cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A.

The Company shall appoint a nationally recognized accounting or law firm to make the determinations required by this Section. The Company shall bear all expenses with respect to the determinations by such accounting or law firm required to be made hereunder. If the Eligible Employee receives a Payment for which the Best Results Amount was determined pursuant to clause (x) above and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, the Eligible Employee agrees to promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) above) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Best Results Amount was determined pursuant to clause (y) above, the Eligible Employee shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Notwithstanding the foregoing, if at the time that a Payment would constitute a parachute payment within the meaning of Section 280G of the Code, the Company is a corporation no stock in which is readily tradable on an established securities market (or otherwise) within the meaning of Code Section 280G(b)(5)(A)(ii)(I), then, provided the Eligible Employee chooses to timely and conditionally waive the right to all or any portion of the Payments that would be subject to the Excise Tax, the Company shall use commercially reasonable efforts to timely seek a stockholder vote in accordance with Code Section 280G(b)(5)(B).

• Return of Company Property.

An Eligible Employee will not be entitled to any severance benefit under the Plan unless and until the Eligible Employee returns all Company Property. For this purpose, “Company Property” means all paper and electronic Company documents (and all copies thereof) and other Company property which the Eligible Employee had in his or her possession or control at any time, including, but not limited to, Company files, notes, drawings, records, plans, forecasts, reports, studies, analyses, proposals, agreements, financial information, research and development information, sales and marketing information, operational and personnel information, passwords,

login and account information for any Company device or database or any Company accounts with third parties, specifications, code, software, databases, computer-recorded information, tangible property and equipment (including, but not limited to, computers, facsimile machines, mobile telephones, servers), credit cards, entry cards, identification badges and keys; and any materials of any kind which contain or embody any proprietary or confidential information of the Company (and all reproductions thereof in whole or in part). As a condition to receiving benefits under the Plan, an Eligible Employee must not make or retain copies, reproductions or summaries of any such Company documents, materials or property. However, an Eligible Employee is not required to return his or her personal copies of documents evidencing the Eligible Employee’s hire, termination, compensation, benefits and stock options and any other documentation received as a stockholder of the Company.

• Time of Payment and Form of Benefits.

The Company reserves the right to determine and will specify in the Participation Agreement whether payments under the Plan will be paid in a single sum, in installments, or in any other form and the applicable timing of such payments. All such payments under the Plan will be subject to applicable withholding for federal, state, foreign, provincial and local taxes. It is intended that all of the benefits and other payments payable under the Plan satisfy, to the greatest extent possible, an exemption from the application of Section 409A, and the Plan will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, the Plan (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and any ambiguities herein shall be interpreted accordingly. Specifically, the severance benefits under the Plan are intended to satisfy the exemptions from application of Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9) and each installment of severance benefits, if any, is a separate “payment” for purposes of Treasury Regulations Section 1.409A-2(b)(2)(i). However, if such exemptions are not available and the Eligible Employee is, upon Separation from Service, a “specified employee” for purposes of Section 409A, then, solely to the extent necessary to avoid adverse personal tax consequences under Section 409A, the timing of the severance benefits payments shall be delayed until the earlier of (i) six months and one day after the Eligible Employee’s Separation from Service, or (ii) the Eligible Employee’s death. Severance benefits shall not commence until the Eligible Employee has a Separation from Service. If severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which the Separation from Service occurs, the Release will not be deemed effective, for purposes of determining the timing of payment of severance benefits, any earlier than the first day of the second calendar year. Except to the minimum extent that payments must be delayed because the Eligible Employee is a “specified employee” or until the effectiveness of the Release, all severance amounts will be paid as soon as practicable in accordance with the Plan and the Company’s standard payroll practices.

• Transfer and Assignment.

The rights and obligations of an Eligible Employee under this Plan may not be transferred or assigned without the prior written consent of the Company. This Plan shall be binding upon any entity or person who is a successor by merger, acquisition, consolidation or otherwise to the business formerly carried on by the Company without regard to whether or not such entity or

person actively assumes the obligations hereunder and without regard to whether or not a Change of Control occurs.

• Mitigation.

Except as otherwise specifically provided in the Plan, an Eligible Employee will not be required to mitigate damages or the amount of any payment provided under the Plan by seeking other employment or otherwise, nor will the amount of any payment provided for under the Plan be reduced by any compensation earned by an Eligible Employee as a result of employment by another employer or any retirement benefits received by such Eligible Employee after the date of the Eligible Employee’s termination of employment with the Company.

• Clawback; Recovery.

All payments and severance benefits provided under the Plan will be subject to recoupment under any clawback policy that the Company adopts or is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law, if applicable.

• Right to Interpret and Administer Plan; Amendment and Termination.
• Interpretation and Administration. Prior to the Closing, the Committee shall be the Plan Administrator and shall have the exclusive discretion and authority to establish rules, forms, and procedures for the administration of the Plan and to construe and interpret the Plan and to decide any and all questions of fact, interpretation, definition, computation or administration arising in connection with the operation of the Plan, including, but not limited to, the eligibility to participate in the Plan and amount of benefits paid under the Plan. The rules, interpretations, computations and other actions of the Committee shall be binding and conclusive on all persons. Upon and after the Closing, the Plan will be interpreted and administered in good faith by the Representative who shall be the Plan Administrator during such period. All actions taken by the Representative in interpreting the terms of the Plan and administering the Plan upon and after the Closing will be final and binding on all Eligible Employees. Any references in this Plan to the “Committee” or “Plan Administrator” with respect to periods following the Closing shall mean the Representative.
• Amendment and Termination. The Plan Administrator reserves the right to amend or terminate this Plan at any time; provided, however, that any amendment or termination of the Plan will not be effective as to a particular employee who is or may be adversely impacted by such amendment or termination and has an effective Participation Agreement without the written consent of such employee. Unless otherwise extended by the Committee, the Plan will automatically terminate upon the satisfaction of all the Company’s obligations under the Plan.
• No Implied Employment Contract.

The Plan shall not be deemed (i) to give any employee or other person any right to be retained in the employ of the Company or (ii) to interfere with the right of the Company to

discharge any employee or other person at any time, with or without cause, which right is hereby reserved. This Plan does not modify the at-will employment status of any Eligible Employee.

• Legal Construction.

This Plan is intended to be governed by and shall be construed in accordance with the Employee Retirement Income Security Act of 1974 (“ERISA”) and, to the extent not preempted by ERISA, the laws of the State of New York. The Plan is intended to be a welfare benefit plan under ERISA.

• Claims, Inquiries and Appeals.
• Applications for Benefits and Inquiries. Any application for benefits, inquiries about the Plan or inquiries about present or future rights under the Plan must be submitted to the Plan Administrator in writing by an applicant (or his or her authorized representative). The Plan Administrator is:

Getty Realty Corp. Board of Directors or Representative Attention: Chair of Compensation Committee 292 Madison Avenue, 9th Floor,

New York, New York 10017-6318

• Denial of Claims. In the event that any application for benefits is denied in whole or in part, the Plan Administrator must provide the applicant with written or electronic notice of the denial of the application, and of the applicant’s right to review the denial. Any electronic notice will comply with the regulations of the U.S. Department of Labor. The notice of denial will be set forth in a manner designed to be understood by the applicant and will include the following:
• the specific reason or reasons for the denial;
• references to the specific Plan provisions upon which the denial is based;
• a description of any additional information or material that the Plan Administrator needs to complete the review and an explanation of why such information or material is necessary; and
• an explanation of the Plan’s review procedures and the time limits applicable to such procedures, including a statement of the applicant’s right to bring a civil action under Section 502(a) of ERISA following a denial on review of the claim, as described in Section 12(d) below.

This notice of denial will be given to the applicant within 90 days after the Plan Administrator receives the application, unless special circumstances require an extension of time, in which case, the Plan Administrator has up to an additional 90 days for processing the application. If an extension of time for processing is required, written notice of the extension will be furnished to the applicant before the end of the initial 90-day period.

This notice of extension will describe the special circumstances necessitating the additional time and the date by which the Plan Administrator is to render its decision on the application.

• Request for a Review. Any person (or that person’s authorized representative) for whom an application for benefits is denied, in whole or in part, may appeal the denial by submitting a request for a review to the Plan Administrator within 60 days after the application is denied. A request for a review shall be in writing and shall be addressed to:

Getty Realty Corp.

Board of Directors or Representative Attention: Chair of Compensation Committee 292 Madison Avenue, 9th Floor,

New York, New York 10017-6318

A request for review must set forth all of the grounds on which it is based, all facts in support of the request and any other matters that the applicant feels are pertinent. The applicant (or his or her representative) shall have the opportunity to submit (or the Plan Administrator may require the applicant to submit) written comments, documents, records, and other information relating to his or her claim. The applicant (or his or her representative) shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to his or her claim. The review shall take into account all comments, documents, records and other information submitted by the applicant (or his or her representative) relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

• Decision on Review. The Plan Administrator will act on each request for review within 60 days after receipt of the request, unless special circumstances require an extension of time (not to exceed an additional 60 days), for processing the request for a review. If an extension for review is required, written notice of the extension will be furnished to the applicant within the initial 60-day period. This notice of extension will describe the special circumstances necessitating the additional time and the date by which the Plan Administrator is to render its decision on the review. The Plan Administrator will give prompt, written or electronic notice of its decision to the applicant. Any electronic notice will comply with the regulations of the U.S. Department of Labor. In the event that the Plan Administrator confirms the denial of the application for benefits in whole or in part, the notice will set forth, in a manner calculated to be understood by the applicant, the following:

• the specific reason or reasons for the denial;

• references to the specific Plan provisions upon which the denial is based;

• a statement that the applicant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to his or her claim; and

• a statement of the applicant’s right to bring a civil action under Section 502(a) of ERISA.

• Rules and Procedures. The Plan Administrator will establish rules and procedures, consistent with the Plan and with ERISA, as necessary and appropriate in carrying out its responsibilities in reviewing benefit claims. The Plan Administrator may require an applicant who wishes to submit additional information in connection with an appeal from the denial of benefits to do so at the applicant’s own expense.

• Exhaustion of Remedies. No legal action for benefits under the Plan may be brought until the applicant (i) has submitted a written application for benefits in accordance with the procedures described by Section 12(a) above, (ii) has been notified by the Plan Administrator that the application is denied, (iii) has filed a written request for a review of the application in accordance with the appeal procedure described in Section 12(c) above, and (iv) has been notified that the Plan Administrator has denied the appeal. Notwithstanding the foregoing, if the Plan Administrator does not respond to an Eligible Employee’s claim or appeal within the relevant time limits specified in this Section 12, the Eligible Employee may bring legal action for benefits under the Plan pursuant to Section 502(a) of ERISA. Any legal action filed pursuant to ERISA Section 502(a) must be filed within one year of the date of the Plan Administrator’s denial of the Eligible Employee’s claim on appeal, and in the U.S. District Court for the Southern District of New York.

• Basis of Payments to and from Plan.

The Plan shall be unfunded, and all cash payments under the Plan shall be paid only from the general assets of the Company.

• Other Plan Information
• Employer and Plan Identification Numbers. The Employer Identification Number assigned to the Company (which is the “Plan Sponsor” as that term is used in ERISA) by the Internal Revenue Service is 11-3412575. The Plan Number assigned to the Plan by the Plan Sponsor pursuant to the instructions of the Internal Revenue Service is 502.
• Ending Date for Plan’s Fiscal Year. The date of the end of the fiscal year for the purpose of maintaining the Plan’s records is December 31.
• Agent for the Service of Legal Process. The agent for the service of legal process with respect to the Plan is:

Getty Realty Corp. Attention: Chair of Compensation Committee 292 Madison Avenue, 9th Floor,

New York, New York 10017-6318

In addition, service of legal process may be made upon the Plan Administrator.

• Plan Sponsor. The “Plan Sponsor” is:

Getty Realty Corp. 292 Madison Avenue, 9th Floor,

New York, New York 10017-6318 (646) 349-6000

• Plan Administrator. The Plan Administrator is the Committee prior to the Closing and the Representative upon and following the Closing. The Plan Administrator’s contact information is:

Getty Realty Corp. Board of Directors or Representative 292 Madison Avenue, 9th Floor,

New York, New York 10017-6318

The Plan Administrator is the named fiduciary charged with the responsibility for administering the Plan.

• Statement of ERISA Rights.

Participants in this Plan (which is intended to be a welfare benefit plan sponsored by Getty Realty Corp.) are entitled to certain rights and protections under ERISA. If you are an Eligible Employee, you are considered a participant in the Plan and, under ERISA, you are entitled to:

• Receive Information About Your Plan and Benefits

• Examine, without charge, at the Plan Administrator’s office and at other specified locations, such as worksites, all documents governing the Plan and a copy of the latest annual report (Form 5500 Series), if applicable, filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration;

• Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the Plan and copies of the latest annual report (Form 5500 Series), if applicable, and an updated (as necessary) Summary Plan Description (to the extent required which this document shall serve as). The Administrator may make a reasonable charge for the copies; and

• Receive a summary of the Plan’s annual financial report, if required. The Plan Administrator is required by law to furnish each Eligible Employee with a copy of this summary annual report.

• Prudent Actions by Plan Fiduciaries. In addition to creating rights for Plan Eligible Employees, ERISA imposes duties upon the people who are responsible for the operation of the employee benefit plan. The people who operate the Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest of you and other Eligible Employees and beneficiaries. No one, including your employer or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a Plan benefit or exercising your rights under ERISA.

• Enforce Your Rights. If your claim for a Plan benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules.

Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of Plan documents or the latest annual report from the Plan, if applicable, and do not receive them within 30 days, you may file suit in a Federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator.

If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or Federal court.

If you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a Federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous.

• Assistance with Your Questions. If you have any questions about the Plan, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.

Appendix A

Form of Participation Agreement

Name: [____________]

• Eligibility.

You have been designated as eligible to participate in the Getty Realty Corp. Change of Control Severance Plan (the “Plan”), a copy of which is attached to this Participation Agreement (the “Participation Agreement”). Capitalized terms not explicitly defined in this Participation Agreement but defined in the Plan shall have the same definitions as in the Plan. You will receive the benefits set forth below if you meet all the eligibility requirements set forth in the Plan and this Participation Agreement, provided this Participation Agreement remains in effect and has not terminated as of the date of your Separation from Service. Notwithstanding the schedule for provision of benefits as set forth below, the schedule and timing of payment of any benefits under this Participation Agreement is subject to any delay in payment that may be required under the Plan. All severance benefits described herein are subject to standard deductions and withholdings.

• Change of Control Severance Benefits.

If your employment terminates in a Covered Termination, you will receive the severance benefits set forth in this Section 2. The severance benefits described in Section 2 below are expressly contingent on you executing the Release (as described in the Plan) within the applicable time period set forth therein and allowing such Release to become effective in accordance with its terms.

• Base Salary. You shall receive a cash payment in an amount equal to [24]/[18]/ [12]1 months (the “CIC Severance Period”) of your Base Salary (the “Base Salary Severance”). The Base Salary Severance payment will be paid to you in a single lump sum cash payment on a date selected by the Company that is no later than the earliest of (i) 30 days following the effective date of the Release and (ii) March 15 of the year following the year in which your Covered Termination occurs.
• Prior Year Bonus. You shall receive a cash payment (the “Prior Year Bonus Payment”) equal to [200% of]/[150% of]/[100% of]2 the most recent annual bonus payment you received from the Company prior to the date on which the Covered Termination occurs (the “Prior Year Bonus”). The Prior Year Bonus Payment will be paid to you in a single lump sum cash payment no later than the earliest of (i) 30 days following the effective date of the Release and (ii) March 15 of the year following the year in which your Covered Termination occurs.
• Pro-Rated Bonus. You shall receive a cash payment (the “Pro-Rated Bonus Payment”) equal to a pro-rata portion of the Prior Year Bonus determined by multiplying the Prior Year Bonus amount by a fraction, the numerator of which is equal to the number of days you

1 NEOs eligible for 24 months’ salary; Senior VPs eligible for 18 months’ salary; VPs eligible for 12 months’ salary.

2 NEOs eligible for 200% of prior year bonus; Senior VPs eligible for 150% of prior year bonus; VPs eligible for 100% of prior year bonus.

• remained in continuous employment with the Company during the year in which the Covered Termination occurs, and the denominator of which is equal to 365. The Pro-Rated Bonus Payment will be paid to you in a single lump sum cash payment no later than the earliest of (i) 30 days following the effective date of the Release and (ii) March 15 of the year following the year in which your Covered Termination occurs.

• Payment of Continued Group Health Plan Benefits. If you timely elect continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), following your Separation from Service, the Company will pay your COBRA premiums (employer and employee premiums) to continue your coverage (including coverage for your eligible dependents, if applicable) for the number of months in the CIC Severance Period (the “COBRA Premium Period”); provided, however, that the payment of such COBRA premiums will immediately cease if during the COBRA Premium Period you become eligible for substantially equivalent group health insurance coverage through a new employer or you cease to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event you become covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, you must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), regardless of whether you or your dependents elect or are eligible for COBRA coverage, the Company will instead pay to you, on the first day of each calendar month during the COBRA Premium Period, a fully taxable cash payment equal to the applicable COBRA premiums for that month, subject to required payroll deductions and withholdings (such amount, the “Special Cash Payment”), for the remainder of the COBRA Premium Period. You may, but are not obligated to, use such Special Cash Payments toward the cost of COBRA. For purposes of this paragraph, (i) references to COBRA shall be deemed to refer also to analogous provisions of state law and (ii) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by you under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are your sole responsibility.

• Accelerated Vesting of Time-Based Equity Awards. You will automatically become fully vested with respect to one hundred percent (100%) of any then-outstanding Equity Awards subject solely to time-based vesting that were previously granted to you by the Company or any of its Affiliates, as of the effective date of the Release provided in connection with your Covered Termination. Any then unvested Equity Awards outstanding as of your Covered Termination, as applicable, will remain outstanding following your Covered Termination for such period as is necessary to give effect to the intent of the foregoing provision. Accordingly, notwithstanding anything to the contrary set forth in your award agreements or the Equity Plan under which such Equity Award was granted that provides that any then unvested portion of your Equity Award will immediately expire upon your termination of service, the unvested portion of your Equity Awards subject solely to time-based vesting shall not terminate until the earliest of: (i) three (3) months following your Covered Termination, or (ii) the maximum expiration date of such Equity Award.

• Accelerated Vesting of Performance-Based Equity Awards. To the extent you hold any Equity Awards as of the date of your Covered Termination that remain subject to the

• achievement of performance-based vesting conditions (“Performance Vesting Conditions”), then, except as otherwise set forth in the award agreements governing such Equity Awards, as of the effective date of the Release provided in connection with your Covered Termination, the applicable Performance Vesting Conditions for such Equity Awards shall be deemed satisfied based on the level of performance attained through the date of your Covered Termination. Any then unvested Equity Awards outstanding as of your Covered Termination, as applicable, will remain outstanding following your Covered Termination for such period as is necessary to give effect to the intent of the foregoing provision. Accordingly, notwithstanding anything to the contrary set forth in your award agreements or the Equity Plan under which such Equity Award was granted that provides that any then unvested portion of your Equity Award will immediately expire upon your termination of service, the unvested portion of your Equity Awards subject to Performance Vesting Conditions shall not terminate until the earliest of: (i) three (3) months following your Covered Termination, or (ii) the maximum expiration date of such Equity Award.

• Covenants.

Your eligibility for and receipt of any severance benefits to which you may become entitled as described in Section 2 above is expressly contingent upon your compliance with the terms and conditions of the following:

• Confidentiality.

• You agree that during your period of employment and at all times thereafter you shall not publish, use or disclose Confidential Information to any entity, organization or person. “Confidential Information” means any and all information, whether written or verbal, which: (a) the Company does not make available to the public, industry, or third parties; and (b) relates to the Company’s business operations, products, processes, business plans, purchasing, marketing, clients or suppliers. “Confidential Information” includes, but is not limited to the following: (i) financial information and data; (ii) information pertaining to personnel and compensation; (iii) marketing plans and related information; (iv) the names, lists, contact information, and practices of vendors and suppliers; (v) business methods, techniques, plans, recipes, menus and the information contained therein; and (vi) all other confidential information of, about, or concerning the Company or its affiliates. Additionally, you are hereby further notified in accordance with the Defend Trade Secrets Act of 2016 that you will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (1) is made (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (y) solely for the purpose of reporting or investigating a suspected violation of law; or (2) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

• You agree to keep the existence and terms of this Participation Agreement confidential and not to disclose the Participation Agreement or the terms thereof to any person, except (a) to your immediate family and as may be required for obtaining legal or tax advice; (b) for the filing of income tax returns or required financial disclosures; or (c) as may be required by law or in any proceeding to enforce this Participation Agreement. In the case of any disclosure to immediate family or a legal or tax advisor, you shall require any person receiving such information to maintain its confidentiality, and any breach by such person of the non-disclosure

• requirements hereunder shall be deemed a breach by you of this Participation Agreement. Nothing in this Participation Agreement shall prevent you from speaking to an attorney, the New York State Division of Human Rights, the U.S. Equal Employment Opportunity Commission, local human rights commissions, or any other form of law enforcement. Nothing in this paragraph should be construed as limiting any rights otherwise afforded or protections granted under Section 7 of the National Labor Relations Act.

• Non-Solicitation; Non-Competition. In consideration of the payments, benefits and arrangements set forth in this Participation Agreement and the Plan, and your access to Confidential Information, the sufficiency of which consideration is hereby acknowledged, you agree that during the period commencing on the date of your execution of this Agreement and ending on the date that is [twelve (12) months]/[nine (9) months]/[six (6) months] 3 following your Separation from Service, regardless of the reason of such termination (such period, the “Restricted Period”), you shall not, without the prior written consent of an authorized representative of the Company, on your own behalf or on behalf of any other person or entity (other than the Company), directly or indirectly:

• solicit, or attempt to solicit, any tenants or counterparties involved in any active or pending deals with the Company;

• solicit, hire or recruit, or attempt to solicit, hire or recruit, any employee or contractor of the Company; or

• own, manage, operate, control, be employed by, consult with, provide any services to, participate in or be connected in any manner with any business in the United States that competes with the Company’s NNN investment and leasing of convenience, automotive-related, and drive-thru single-tenant retail, or related real estate platform (“Competitive Business”).

Notwithstanding the foregoing, nothing herein shall prohibit you from: (i) being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company, so long as you have no active participation in any Competitive Business, or (ii) serving on the board of directors (or comparable governing bodies) of other companies, including those engaged in a competitive business, provided such service does not involve day-to-day operational or management responsibilities with respect to any Competitive Business.

• Acknowledgements; Interaction with Prior Benefits.

As a condition to participation in the Plan, you hereby acknowledge each of the following:

• The benefits that may be provided to you under this Participation Agreement are subject to certain reductions and termination under the Plan, including without limitation under Section 2 and Section 3 of the Plan.

3 NEOs eligible for 200% of prior year bonus subject to 12 months restriction; Senior VPs eligible for 150% of prior year bonus subject to 9 months restriction; VPs eligible for 100% of prior year bonus subject to 6 months restriction.

• Your eligibility for and receipt of any severance benefits to which you may become entitled as described in Section 2 above is expressly contingent upon your execution of and compliance with the terms and conditions of this Participation Agreement (including, without limitation, Section 3 hereof), the Plan, and the Release. Severance benefits under this Participation Agreement shall immediately cease in the event of your violation of the provisions of this Participation Agreement, the Plan, the Release, or any other written agreement with the Company, or as otherwise may be set forth in the Plan.
• As further described in Section 2(c) of the Plan, this Participation Agreement and the Plan supersede and replace any Prior Agreement, if applicable, between you and the Company.

To accept the terms of this Participation Agreement and participate in the Plan, please sign and date this Participation Agreement in the space provided below and return it to [____________] no later than _______________, ____.

[signature page follows]

Getty Realty Corp.<br><br><br><br>By: _________________________<br><br><br><br>_____________________________<br><br>_____________________________
Eligible Employee<br><br><br><br>_____________________________<br><br>[____________]<br><br><br><br>Date: ________________________

EX-10.7

Exhibit 10.7

[Certain information indicated by [***] has been excluded from this Exhibit 10.7 because it is not material.]

GETTY REALTY CORP.

292 MADISON AVENUE, 9th FLOOR

NEW YORK, NEW YORK 10017-6318

January 20, 2026

Mark Olear

34 Virginia Ave.

Manasquan NJ 08736

Dear Mark:

This will confirm our discussion about your retirement of employment and subsequent consulting relationship with Getty Realty Corp. (the “Company”) on mutually agreeable terms as set forth below. You and the Company agree that this retirement agreement (“Retirement Agreement”) and the consulting agreement, the form of which is attached hereto as Exhibit A (the “Consulting Agreement”) represent the full and complete agreement concerning your retirement of employment and subsequent consulting relationship with the Company.

• Retirement Date. Your last day of employment with the Company is intended to be February 27, 2026 (the “Retirement Date”). During your period of employment, you will remain employed at will and will continue to receive continued salary and benefits at your current level from the Company. For the avoidance of doubt, if your employment terminates for any reason prior to the Retirement Date, then, unless otherwise determined by the Company, you shall not be entitled to the payments and benefits provided hereunder and any payments or benefits due to you (if any) in connection with any such termination shall be determined in accordance with the other applicable agreements, plans, policies, and practices of the Company governing or applicable to your employment.

• Reimbursement of Expenses. Reimbursements of any expenses incurred by you for Company purposes will be made promptly upon presentation of your final expense reimbursement report consistent with Company policies. Your final expense reimbursement report must be submitted on or before your last day of employment.

• Bonus and Contributions. For the avoidance of doubt, during your period of employment, you shall remain eligible (subject to the terms and conditions of the applicable plans and programs governing the payment or contribution of the amounts described in this Paragraph 3) to receive:

• a discretionary cash bonus with respect to calendar year 2025, as approved by the Company’s Compensation Committee in its sole and absolute discretion, in accordance with the Company’s ordinary policies and practices provided that any continuing employment requirement through the bonus payment date shall be waived,

• Company contributions with respect to calendar year 2025 with respect to your account under the Company’s Amended and Restated Supplemental Retirement Plan for Executives of Getty Realty Corp. and Participating Subsidiaries (the “Supplemental Retirement Plan”), as approved by the Company’s Compensation Committee in its sole and absolute discretion, in accordance with the terms of the Supplemental Retirement Plan and the Company’s ordinary policies and practices applicable to executives, and

• employer matching contributions with respect to your account under the Company’s Retirement and Profit Sharing Plan (the “401(k) Plan”), in accordance with the terms of the 401(k) Plan and the Company’s ordinary policies and practices.

• Consideration; Consulting Services. In consideration for your execution, non-revocation of, and compliance with the terms of this Retirement Agreement, and subject to your execution of the Supplemental Release attached hereto as Exhibit B (the “Supplemental Release”) within twenty-one (21) days following the Retirement Date and your non-revocation of the Supplemental Release (the “Supplemental Release Requirement”), the Company agrees as follows:

• Subject to your continued employment through the Retirement Date and your execution of the Consulting Agreement, the Company will engage you as an independent contractor to provide Services (as defined in the Consulting Agreement) in accordance with the terms and conditions set forth in the Consulting Agreement. As set forth in further detail in the Consulting Agreement, in consideration for the Services, you shall be entitled to receive certain Monthly Fees and Success Fees (as such terms are defined in the Consulting Agreement) in accordance with, and subject to, the terms and conditions set forth in the Consulting Agreement.

• On the Retirement Date, in accordance herewith, you will be eligible to receive continuation coverage for yourself and your eligible dependents in the Company’s group health plan pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). The Company agrees to reimburse you for the cost of COBRA continuation coverage premiums for yourself and your eligible dependents until September 30, 2026 (the “COBRA Benefit Period”). Providing you sign this Agreement, do not revoke it, and it becomes effective, you shall receive a lump sum payment equal to the amount necessary to reimburse you for your COBRA premium payments for the COBRA Benefit Period. You will receive this payment within 30 days following the Retirement Date whether or not you exercise your right to receive continuation of coverage under COBRA.

• Paid Time Off. On the first regular payroll date following your last day of your employment you will be paid for any accrued and unused paid time off days.

• Restricted Stock Units (RSUs).

• As of the Retirement Date, you will hold a total of 205,900 RSUs of which 118,800 will have already become fully vested pursuant to their applicable vesting schedule (the “Time-Vested RSUs”). Subject to your entry into, and compliance with the terms of, this Retirement Agreement, and further subject to your (i) continued employment through the Retirement Date, and (ii) your satisfaction of the Supplemental Release Requirement, the Company’s Compensation Committee has approved for your remaining unvested RSUs (the “Accelerated RSUs”) to become fully vested as the Retirement Date.

• In accordance with the Getty Realty Corp. Third Amended and Restated 2004 Omnibus Incentive Compensation Plan (the “Plan”), and the Restricted Stock Unit Agreements governing your RSUs, your RSUs shall be settled as follows:

• The Time-Vested RSUs will be settled through the issuance of shares of the Company’s Common Stock, such that, for each Time-Vested RSU, you shall be issued one share of the Company’s Common Stock on the settlement date. You understand that the taxes required to be withheld by law in connection with the settlement of your Time-Vested RSUs will be satisfied by net settling the Time-Vested RSUs.

• The Accelerated RSUs will be settled through a lump sum cash payment, such that, for each Accelerated RSU, you shall receive a cash amount equal to the fair market value (determined in accordance with the terms of the Plan and the Restricted Stock Unit Agreements you executed with the Company) of a share of the Company’s Common Stock on the settlement date, subject to tax withholdings as required by law. This cash payment shall be within 30 days following the Retirement Date.

• You and the Company agree that your termination of employment and subsequent provision of consulting services will result in your “separation from service” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). In accordance with Section 409A of the

• Code and the terms of the Plan and the Restricted Stock Unit Agreements you executed with the Company, your Time-Vested RSUs shall be settled (as provided in clause 6(b)(i) above) on the first business day following the six-month anniversary of the Retirement Date.

• You understand and acknowledge that you will not be eligible for any grant of RSUs or any other equity awards in calendar year 2026 or any subsequent calendar year.

• Benefits. Except as set forth in Paragraph 8 below, your participation in the Company’s employee benefit plans and programs (including medical, Company funded HRA (Prime Pay), group life insurance, short and/or long term disability insurance, 401K, and profit sharing) shall terminate on your last day of employment; it being understood, however, that your participation in any of the employee benefit plan or programs of the Company shall be subject to the conditions and limitations set forth in the applicable plan, and nothing in this Retirement Agreement is intended to alter or modify your right to any post termination benefit to which you are entitled under any such employee benefit plans.

• COBRA Enrollment. After your Company-provided benefits end, you may continue medical, dental and hospitalization insurance coverage pursuant to a federal law known as COBRA. Information on COBRA will be mailed to you under separate cover. To be eligible for such coverage, you must complete the COBRA enrollment forms and return them as required as soon as possible. Should you exercise your right to receive continuation of coverage pursuant to the provisions of COBRA, any continuation of coverage following the COBRA Benefit Period shall be at your own expense (subject to Paragraph 4(b)), and will at all times and in all respects be subject to the requirements, conditions, and limitations of COBRA and the plan documents, which may be amended from time to time. Should you not exercise your right to receive continuation of coverage under COBRA within the timeframe, procedures and format required under COBRA, coverage under the Company’s medical, dental and hospitalization insurance plans shall terminate effective as of the last day of the month during which your termination of employment occurs.

• Acknowledgments.

• You understand and agree that WITHOUT THIS AGREEMENT, you would not otherwise be eligible to receive the payments, benefits and arrangements set forth in Paragraph 4 above and Paragraph 6 above (with respect to the Accelerated RSUs) and in the Consulting Agreement, that said payments are due solely from the Company, and that Insperity PEO Services, L.P. (“Insperity”) has no obligation to pay such additional amounts even though payment may be processed through Insperity. Further, by signing this Retirement Agreement, you agree that: (a) you are not entitled to any payments and/or benefits from the Company or from Insperity, other than specifically listed in this Retirement Agreement; and (b) you have received all compensation and benefits to which you were entitled under the Fair Labor Standards Act (FLSA) and New York Labor Law (NYLL).

• Other than the consideration expressly set forth in this Retirement Agreement and the Consulting Agreement, following the termination of your employment you will no longer be entitled to receive payments or benefits of any kind from the Company, including but not limited to any salary, bonuses or incentive compensation, and that the arrangements, payments, benefits and arrangements described in this Retirement Agreement and Consulting Agreement are in lieu of and in full satisfaction of any amounts (or pro rata portions thereof) that might otherwise be payable under any contract, plan, policy or practice, past or present, of the Company, including but not limited to any discretionary bonus or incentive compensation. Any accrued or vested amounts or benefits due to you will be treated in accordance with the Company’s benefit plans, programs, or policies, as applicable. You expressly acknowledge and agree that as of the date of this Retirement Agreement, you have received any and all compensation that is or could be due and owing to you from the Company during the period of your employment.

• This Agreement is intended to comply with or be exempt from Section 409A of the Code and shall be construed and administered in accordance with Section 409A of the Code. Notwithstanding any other provision of this Agreement, payments of “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A of the Code or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A

• of the Code either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A of the Code, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A of the Code. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to you under this Agreement.

• References. Any request for a reference shall be provided to Christopher J. Constant. The Company will respond to any questions about your employment with or separation from the Company by providing your dates of employment and title.

• General Release of All Claims.

• In exchange for your continued employment through the Retirement Date, the payments and benefits set forth in Paragraph 4 and the Consulting Agreement, the accelerated vesting of the Accelerated RSUs as set forth in Paragraph 6, and the promises set forth in this Retirement Agreement, on behalf of yourself (and your heirs, successors and assigns), you hereby release the Company and Insperity and any and all of their respective current and former parents, subsidiaries, affiliates, officers, directors, executives, employees, attorneys, agents, insurers, successors and assigns, (hereinafter collectively “Releasees”), from any and all legal, equitable or other claims, counterclaims, demands, setoffs, defenses, contracts, accounts, suits, debts, agreements, actions, causes of action, sums of money, reckonings, bonds, bills, specialties, covenants, promises, variances, trespasses, damages, extents, executions, judgments, findings, controversies and disputes, and any past, present or future duties, responsibilities, or obligations, existing from the beginning of the world through the date hereof, which are now known or unknown, including but not limited to the following:

• any and all such claims or counterclaims alleging or sounding in discrimination, harassment, retaliation, failure to accommodate, breach of contract, breach of any implied covenant of good faith, piercing the corporate veil, whistleblowing, corporate fraud, accounting, tort, defamation, libel, slander, injurious falsehood, public policy, assault, battery, intentional or negligent infliction of emotional distress, attorneys’ fees, indemnification, and all claims for compensatory, punitive, and liquidated damages; and

• any and all claims under any and all federal, state or local laws including, but not limited to claims under the fair employment practice laws or other employment related laws of the United States, New York and all jurisdictions, states, municipalities and localities, including, but not limited to, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §§2000e et seq.; the Civil Rights Act of 1991; the Age Discrimination in Employment Act, 29 U.S.C. §§ 621-634 (“ADEA”); the Americans with Disabilities Act of 1990, 42 U.S.C. §§ 12101 et seq.; the Family and Medical Leave Act of 1993, 29 U.S.C. §§ 2601 et seq.; the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Worker Adjustment and Retraining Notification Act, 29 U.S.C. §§ 2101 et seq.; the Sarbanes Oxley Act of 2002; the National Labor Relations Act, 29 U.S.C. §§ 151, et seq.; the Fair Labor Standards Act, 29 U.S.C. §§ 201, et seq.; the Employee Retirement Income Security Act of 1974, 29 U.S.C. §§ 1001-1461; the New York Labor Law; the New York State Worker Adjustment and Retraining Notification Act; the New York State Human Rights Law; the New York Executive Law; the New York State Correction Law, the New York State Civil Rights Law, Section 125 of the New York Workers’ Compensation Law; the New York City Human Rights Law; the New York City Earned Sick Leave Law; the New Jersey Law Against Discrimination; the New Jersey Conscientious Employee Protection Act; the New Jersey Wage and Hour Law; the New Jersey Worker Adjustment and Retraining Notification Act; the New Jersey Wage Payment Law; the New Jersey Family Leave Act; the New Jersey Equal Pay Act; the New Jersey Security and Financial Empowerment Act; the New Jersey Family Leave Insurance provisions of the New Jersey Temporary Disability Benefits Law; the New Jersey Earned Sick Leave Law; retaliation claims under the New Jersey Workers’ Compensation Law, and the New Jersey Equal Pay Act; and

• any and all claims under all other employee relations, labor, corporate and commercial statutes, executive orders, laws, rules and/or regulations; and

• any and all claims for wages, bonuses, commissions, vacation pay, employee benefits, compensation, remuneration, reimbursement of expenses, monetary and/or equitable relief, punitive and compensatory relief, and/or attorneys’ fees and/or costs.

Nothing in this Retirement Agreement shall waive any claims or rights that, pursuant to law, cannot be legally waived or subject to a release of this kind, such as (a) claims for unemployment or workers’ compensation benefits; (b) rights to vested benefits under any applicable retirement plans; and/or (c) claims arising under or to enforce the terms and conditions of this Retirement Agreement. Further, nothing in this Retirement Agreement shall prohibit you from filing a charge with or participating in any investigation or proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”) or a comparable state or local agency, with the Securities and Exchange Commission (“SEC”), or any other applicable governmental agency with respect to which such rights may not be waived or limited. Notwithstanding the foregoing, you understand that the Release will completely bar any personal recovery or relief obtained by you or on your behalf, whether monetary, equitable, or otherwise, provided however that this limitation on recovery shall not apply to administrative proceedings before the SEC.

• Supplemental Release. You agree that you shall execute the Supplemental Release within twenty-one (21) days following the Retirement Date. By signing below, you acknowledge and agree that the Company considers your agreement to execute the Supplemental Release on such occasion(s) to be a material term of this Retirement Agreement and that the Company would not have entered into this Retirement Agreement otherwise. Therefore, you agree that in the event you do not execute and deliver the Supplemental Release to the Company, or if you revoke the Supplemental Release within seven (7) days of your execution thereof, you shall not be entitled to, and the Company shall be relieved of any obligation to make, the payments and other benefits provided hereunder, provided that your release and other covenants and obligations set forth in this Retirement Agreement shall continue in full force and effect.

• Confidentiality.

• You agree that you shall not publish, use or disclose Confidential Information to any entity, organization or person. “Confidential Information” means any and all information, whether written or verbal, which: (a) the Company does not make available to the public, industry, or third parties; and (b) relates to the Company’s business operations, products, processes, business plans, purchasing, marketing, clients or suppliers. “Confidential Information” includes, but is not limited to the following: (i) financial information and data; (ii) information pertaining to personnel and compensation; (iii) marketing plans and related information; (iv) the names, lists, contact information, and practices of vendors and suppliers; (v) business methods, techniques, plans, recipes, menus and the information contained therein; and (vi) all other confidential information of, about, or concerning the Company or its affiliates. Additionally, you are hereby further notified in accordance with the Defend Trade Secrets Act of 2016 that you will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (1) is made (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (y) solely for the purpose of reporting or investigating a suspected violation of law; or (2) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

• You agree to keep the existence and terms of this Retirement Agreement confidential and not to disclose the Retirement Agreement or the terms thereof to any person, except (a) to your immediate family and as may be required for obtaining legal or tax advice; (b) for the filing of income tax returns or required financial disclosures; or (c) as may be required by law or in any proceeding to enforce this Retirement Agreement. In the case of any disclosure to immediate family or a legal or tax advisor, you shall require any person receiving such information to maintain its confidentiality, and any breach by such person of the non-disclosure requirements hereunder shall be deemed a breach by you of this Retirement Agreement. Nothing in this Retirement Agreement shall prevent you from speaking to an attorney, the New York State Division of Human Rights, the U.S. Equal Opportunity Commission, local human rights commissions, or any other

• form of law enforcement. Nothing in this paragraph should be construed as limiting any rights otherwise afforded or protections granted under Section 7 of the National Labor Relations Act.

• Return of Company Property. Within five (5) days after the expiration or termination of the Consulting Period (as defined in the Consulting Agreement), you agree to return any and all Company property including, but not limited to, your company issued laptop, and all documents, contracts, computer files, keys, access passes, etc. You agree that you will not keep copies of the Company’s property, its documents or any of its Confidential Information (as defined below). You further agree that no later than five (5) days after expiration or termination of the Consulting Period, to the fullest extent permitted by law, you will use your reasonable best efforts to conduct a thorough search for and thereafter permanently delete any intangible property of the Company which exists or is stored (i) in any e-mail account; (ii) in any “cloud” account; or (iii) on any computer, tablet, cellular phone or smartphone, or other electronic storage device, the foregoing of which are accessible, controlled or owned by you (and not by the Company).

• Non-Solicitation; Non-Competition. In consideration of the payments, benefits and arrangements set forth in this Retirement Agreement and the Consulting Agreement, and access to Confidential Information, the sufficiency of which consideration is hereby acknowledged, you agree that during the period commencing on the date of your execution of this Retirement Agreement and ending on the date that is twelve (12) months following the expiration or termination of the Consulting Period (as defined in the Consulting Agreement), regardless of the reason of the expiration or termination of the Consulting Period (such period, the “Restricted Period”), you shall not, without the prior written consent of an authorized representative of the Company, on your own behalf or on behalf of any other person or entity (other than the Company), directly or indirectly:

• solicit, or attempt to solicit, any tenants or counterparties involved in any active or pending deals with the Company;

• solicit, hire or recruit, or attempt to solicit, hire or recruit, any employee or contractor of the Company materially involved in the investment, operations, or redevelopment activities; or

• own, manage, operate, control, be employed by, consult with, provide any services to, participate in or be connected in any manner with any business in the United States that competes with the Company’s net-lease retail, convenience, automotive, or single-tenant NNN investment, redevelopment, or related real estate platform (“Competitive Business”).

Notwithstanding the foregoing, nothing herein shall prohibit you from: (i) being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company, so long as you have no active participation in any Competitive Business; (ii) serving on the board of directors (or comparable governing bodies) of other companies, including those engaged in a competitive business, provided such service does not involve day-to-day operational or management responsibilities with respect to any Competitive Business; or (iii) sourcing and presenting potential sale-leaseback or funding transactions (“Business Opportunities”), provided that, during the Restricted Period, you agree (x) the Company shall have the right of refusal in respect of all such Business Opportunities, and (y) to provide the Company with credible financial information and documents, as well as such other information and documents that the Company may request, relating to all Business Opportunities. Following your submission of such information and documents relating to any Business Opportunity, the Company shall have thirty [30] days to evaluate such Business Opportunity (the “Evaluation Period”). During the Restricted Period, if, and only if, (x) the Company declines to exercise its right of first refusal with respect to any Business Opportunity, or (y) the Company’s Chief Executive Officer or Chief Investment Officer expressly waives such right of first refusal in writing, prior to the expiration of the applicable Evaluation Period, then, and only then, you shall be permitted to present such Business Opportunity to a Competitive Business.

• Cooperation. You and the Company agree that certain matters in which you have been involved during your employment may necessitate your assistance with the transition of your duties and cooperation with the Company in the future, before and after the Retirement Date. Accordingly, to the extent reasonably requested by the Company, you agree to reasonably assist the Company and reasonably cooperate in connection with matters arising out of your service to the Company, both before and after the Retirement Date. Such assistance

• and cooperation may include requests for information and being available to speak with officers or employees of the Company and/or its counsel at reasonable times and locations, executing accurate and truthful documents and taking such other actions as may reasonably be requested by the Company and/or its counsel: (i) about the business of the Company or your involvement and participation therein; (ii) in connection with the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while you were employed by the Company or about which you might have knowledge; and (iii) in connection with any investigation or review by any federal, state or local regulatory, quasi-regulatory or self-governing authority as any such investigation or review relates to events or occurrences that transpired while you were employed by the Company or about which you might have knowledge.

• No Negative Statements. To the fullest extent permitted by applicable law, you agree not to make any negative or disparaging statements about or do anything which damages the Company or its subsidiaries, affiliates, services, reputations, officers, directors, employees or financial status, or which damages them in any of their business relationships. You further agree not to communicate with, give interviews and/or provide statements to any member of the media, including without limitation any print, broadcast or electronic media, concerning any aspect of your employment or experiences with the Company (including the cessation of your employment) or of the Company’s business.

• Non-Admission of Wrongdoing. By entering into this Retirement Agreement, neither you nor the Company or any of their officers, agents or employees, admit any wrongdoing or violation of law. The Company specifically disclaims any liability to or wrongful acts against you or any other person.

• Changes to the Agreement. This Retirement Agreement may not be changed unless the changes are in writing and signed by you and an authorized representative of the Company.

• Jurisdiction and Applicable Law. This Retirement Agreement arises out of employment within the State of New York and it shall in all respects be interpreted, enforced and governed under the laws of the State of New York, without giving effect to any state or federal principles of conflict law.

• Venue. The parties consent to the jurisdiction of the New York Supreme Court and of the United States District Court for the Southern District of New York for the enforcement of this Retirement Agreement.

• Reasonableness; Injunctive Relief: You agree and acknowledge that you have carefully read and considered this Retirement Agreement, including Paragraphs 12, 13, 14 and 16 hereof, and that the restrictions set forth therein (including, but not limited to, the scope of defined terms, the time period of restrictions and the geographical areas of restriction set forth therein) are fair and reasonable and are reasonably required to protect the legitimate business interests of the Company. You further agree and acknowledge that the Company will be irreparably harmed by any breach, or threatened breach, by you this Retirement Agreement, including Paragraphs 12, 13, 14 and 16, and that monetary damages would be grossly inadequate. Accordingly, you agree that in the event of a breach, or threatened breach, by you of this Retirement Agreement, the Company shall be entitled to apply for immediate injunctive or other preliminary or equitable relief, as appropriate, in addition to all other remedies available at law and equity, without being required to post a bond. The Company shall be entitled to recover all reasonable attorneys’ fees and costs incurred with respect to any action brought to enforce its rights under this paragraph. Notwithstanding the foregoing, in the event of a breach of any provision of this Retirement Agreement, all amounts payable to you under this Retirement Agreement shall terminate immediately.

• Severability. In the event that one or more of the provisions of this Retirement Agreement shall become invalid, illegal or unenforceable in any respect (other than the Release set forth in Paragraph 11), the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.

• Entire Agreement. This Retirement Agreement and the Consulting Agreements contain the entire agreement between you and the Company and replace any prior agreements or understandings between you and the Company, provided, however, that any and all prior agreements regarding post-employment obligations, including without limitation regarding confidentiality, non-competition, non-solicitation or other

• post-employment obligations, and any agreements regarding the assignment of any intellectual property or other information by you to the Company, shall remain in full force and effect and be incorporated into this Retirement Agreement by reference as if fully restated herein.

• Waiver. By signing this Retirement Agreement, you acknowledge that:

• You have carefully read, and understand, this, Retirement Agreement;

• You have been given twenty-one (21) days to consider your rights and obligations under this Retirement Agreement and to consult with an attorney;

• You have been advised to consult with an attorney and/or any other advisors of your choice before signing this Retirement Agreement;

• You understand that this Retirement Agreement is LEGALLY BINDING and by signing it you give up certain rights;

• You have voluntarily chosen to enter into this Retirement Agreement and have not been forced or pressured in any way to sign it;

• You KNOWINGLY AND VOLUNTARILY RELEASE the Company and its subsidiaries, affiliates, officers, directors, agents, or employees from any and all claims you may have, known or unknown, in exchange for the payments, benefits and arrangements you have obtained by signing, and that these payments, benefits and arrangements are in addition to any benefit you would have otherwise received if you did not sign this Retirement Agreement;

• The General Release in this Retirement Agreement includes a WAIVER OF ALL RIGHTS AND CLAIMS you may have under the ADEA (29 U.S.C. §621 et seq.); and

• This Retirement Agreement does not waive any rights or claims that may arise after this Retirement Agreement is signed and becomes effective.

• Effective Date. You should return the signed Retirement Agreement to me at 292 Madison Avenue, 9th Floor, New York, New York 10017-6318 by no later than February 10, 2026. You have until seven (7) days from the date you sign this Retirement Agreement to change your mind and revoke your execution. If you change your mind, you must send written notice of your decision to me at 292 Madison Avenue, 9th Floor, New York, New York 10017-6318 so that I RECEIVE your revocation no later than the eight (8th) day after you originally signed this Retirement Agreement. This Retirement Agreement shall become effective on the 8th day after you originally signed this Retirement Agreement. You should understand that the Company will not be required to make the payments or benefits provided for above unless this Retirement Agreement becomes effective.

• Counterparts. This Retirement Agreement may be executed in any number of counterparts, which together shall be effective as if they were a single document. Signatures on the Retirement Agreement transmitted by email or facsimile copy shall have the same force and effect as original signatures.

[signature page follows]

We wish you the best of success and personal and professional fulfillment in the future.

Sincerely,
Getty Realty Corp.
By:	/s/ Christopher J. Constant
		Christopher J. Constant
		President and Chief Executive Officer

I HAVE READ THE FOREGOING AGREEMENT, AND I FULLY UNDERSTAND ITS TERMS. I AM SIGNING THIS AGREEMENT FREELY AND VOLUNTARILY, HAVING BEEN GIVEN A FULL AND FAIR OPPORTUNITY TO CONSIDER IT AND AFTER HAVING BEEN ADVISED TO CONSULT WITH COUNSEL OF MY CHOICE.

AGREED AND ACCEPTED:

/s/ Mark Olear	1/20/2026
Mark Olear	Date

EXHIBIT A

Consulting Agreement

(See attached.)

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (the “Consulting Agreement” or “Agreement”) is made and entered by and between Getty Realty Corp. (the “Company”) and Mark to Market Real Estate Services LLC (the “Consultant”) and shall be effective as of March 2, 2026. The Company and the Consultant are collectively referred to as the “Parties”, and individually, a “Party”.

WHEREAS, Consultant was previously employed as the Company’s Executive Vice President, Chief Investment Officer, and Chief Operating Officer;

WHEREAS, Consultant and the Company entered into a retirement agreement, to which the form of this Consulting Agreement was attached as Exhibit A (the “Agreement”), setting forth the mutually agreed upon terms concerning Consultant’s retirement of employment with the Company, effective February 27, 2026 (the “Retirement Date”);

WHEREAS, the Parties desire to enter into this Agreement setting forth the terms and conditions of Consultant’s post-retirement consulting relationship with the Company, in which the Consultant will provide specified consulting services, in the capacity of an independent contractor, commencing on March 2, 2026; and

WHEREAS, Consultant will have access to, and will assist in creating or developing, certain valuable and competitively sensitive Confidential Information (as defined below), including trade secrets and other confidential and proprietary information, belonging to the Company.

NOW, THEREFORE, in consideration of Consultant’s engagement with the Company, and the fees and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, accepted and agreed to, the Parties, intending to be legally bound, agree to the terms set forth below:

• Consulting Period.

• Subject to Consultant remaining employed by the Company through the Retirement Date, and Consultant’s compliance with the terms of the Retirement Agreement, the term of the Parties’ consulting relationship under this Consulting Agreement will commence on March 2, 2026 and end on September 30, 2027, unless the Consultant’s engagement hereunder is: (i) earlier terminated by the Company or the Consultant for any reason, subject to the notice requirements set forth below; or (ii) extended upon mutual written agreement of the Consultant and the Company (the period of Consultant’s engagement hereunder, the “Consulting Period”). The period: (x) commencing on March 2, 2026 and ending on the September 30, 2026 shall be referred to herein as the “Initial Period”; and (y) commencing on October 1, 2026 and ending on the date of the termination of this Consulting Agreement and Consultant’s engagement hereunder, including any mutually agreed upon extensions of the Consulting Period, shall be referred to herein as the “Follow-On Period.”

• Notwithstanding the foregoing, this Consulting Agreement may be terminated for any reason by:

• the Company (A) during the Initial Period, upon thirty (30) days’ prior written notice to Consultant; and (B) during the Follow-On Period, upon sixty (60) days’ prior written notice to Consultant, and

• Consultant upon thirty (30) days’ prior written notice to the Company.

• If this Consulting Agreement is terminated for any reason, Consultant will be entitled to receive only those Monthly Fees for Services rendered, and Success Fees earned, if any, prior to the effective date of termination, pursuant to the terms and conditions set forth in Section 3 below, and no further amount will be payable by the Company; provided, however, that (i) if this Consulting Agreement is terminated by the Company at any time during the Initial Period, the Company shall pay to Consultant, within 30 days following such termination, a lump sum payment equal to the aggregate amount of Monthly Fees otherwise payable during the remainder of the Initial Period and such Monthly Fees shall be deemed fully earned and guaranteed; and (ii) if this Consulting Agreement

• is terminated by the Company during the Follow-On Period, Consultant shall continue to receive the applicable Monthly Fees during the sixty (60) day notice period, and no further amounts shall be payable thereafter.

• Consulting Services. During the Consulting Period, the Company hereby engages Consultant and Consultant hereby accepts the Company’s engagement, to provide the following services to the Company in the capacity of an independent contractor (the “Services”), reporting to the Company’s Chief Executive Officer:

• Initial Period. During the Initial Period, Consultant shall provide the following services to the Company, as well as such other services as may be mutually agreed upon by Consultant and the Company from time to time:

• Transition Services: Consultant agrees to assist the Company by phone and email in transitioning his previous duties as the Company’s Executive Vice President and Chief Operating Officer, as may be reasonably requested by the Company from time to time, including by providing transition assistance to Consultant’s successor by providing institutional knowledge, answering questions regarding matters within Consultant’s historical responsibility, and offering insights on ongoing projects and processes.

• Redevelopment Program Oversight (the “Redevelopment Program Services”):

• Identify portfolio sites for recapture/redevelopment, including, without limitation, preparing strategies and business cases;

• Oversee entitlement, planning, permitting, and environmental review processes;

• Negotiate tenant LOIs and leases for redeveloped sites and act as the Company’s business liaison with new tenants;

• Hire, supervise, and manage third-party contractors to support permitting and construction, including, without limitation, assuring that all contractors are properly licensed and insured;

• Work directly with Company’s outside counsel to negotiate, review, and finalize transaction documents, including leases and ancillary agreements, ensuring alignment with Company objectives and approvals;

• Coordinate with the Company’s Asset Management team on landlord duties and tenant requirements with respect to takebacks, recaptures, and new tenant issues;

• Provide weekly status updates, support quarterly/annual reporting to the Company’s Chief Executive Officer, and upon request to the board of directors (the “Board”), and present transactions to the Company’s Management Committee for approval; and

• Exercise expenditure authority consistent in action with any of the above services consistent with signing/spending authority policy applicable to Consultant during the period of his employment with the Company (as the same may be amended from time to time), with any expenditures in excess of these limits subject to prior written approval by the Company’s Chief Executive Officer.

• [ * * *] (the “[ * * *] Activities”):

• Lead and participate in strategy, negotiation and execution of deals relating to expiring [ * * *] leases;

• Evaluate alternatives and advise management on proposals for renewal, amendment/extension, or redeployment of sites to new tenants;

• Present alternatives and proposed transactions to management, including financial analyses; available to present to the Board if requested.

• Manage negotiations with [ * * *] and/or replacement tenants, including, without limitation, (i) providing support and guidance to outside counsel, brokers, and other vendors engaged in document negotiations or redeployment activities, and (ii) working with Company’s legal department to structure lease amendments and transition agreements, negotiate new leases and, as needed, to facilitate transition of sites to new tenants.

• Maintain transaction status in Company systems; and

• Provide updates for management and for quarterly Board reporting.

• Follow-On Period. During the Follow-On Period, Consultant shall continue to provide the Redevelopment Program Services, as well as such other services as may be mutually agreed upon by Consultant and the Company from time to time. For the avoidance of doubt, during the Follow-On Period, Consultant shall have no continuing responsibilities or obligations with respect to [ * * *] Activities. If, following the expiration of the Initial Period, the Company requests Consultant’s assistance on any [ * * *] Activities or other projects related to [ * * *] (including renewals, re-leasing, redeployment, workouts, or dispute resolution), the Parties will discuss such engagement in good faith and, if mutually agreed, enter into a separate written consulting arrangement with compensation and terms acceptable to both the Company and Consultant.

• The Consultant shall have the discretion to determine the time of performance of the Services, provided that the Consultant agrees: (i) to maintain contact with the Company’s Chief Executive Officer, and to make himself reasonably available to the Company to discuss the Services as may be requested by the Company from time to time; and (ii) to provide the Services in a timely manner in accordance with any deadlines set by the Company.

• Compensation.

• Monthly Fees. During the Consulting Period, in consideration of the Services provided to the Company under this Agreement, the Company shall pay Consultant a monthly consulting fee, pro-rated for any partial months (the “Monthly Fee”), in the amount of: (i) during the Initial Period, Twenty-Five Thousand Dollars ($25,000.00) per month (allocated $15,000 to Transition Services and [ * * *] Activities, and $10,000 to Redevelopment Program Services); and (ii) during the Follow-On Period, Ten Thousand Dollars ($10,000.00) per month (allocated to Redevelopment Program Services).

• Success Fees.

• During the Consulting Period, Consultant shall be eligible to earn the following success fees (the “Success Fees”): (A) Five Thousand Dollars ($5,000.00) for each fully executed lease agreement between the Company and any tenant that the Company’s Chief Executive Officer determines was originated by Consultant during the Consulting Period in connection with any Company redevelopment project (“Lease Agreement”), with such amount payable within thirty (30) days following the execution of the applicable Lease Agreement (the “Lease Signing Fee”); and (B) Fifteen Thousand Dollars ($15,000.00) for each rent commencement that the Company’s Chief Executive Officer determines occurred pursuant to a Lease Agreement during the Consulting Period (the “Rent Commencement Fee”), with such amount payable within thirty (30) days following the date that rent payments first commence under the applicable Lease Agreement (the “Rent Commencement Fee”).

• Notwithstanding the foregoing, with respect to any Company redevelopment projects in process as of February 27, 2026, the Company’s Chief Executive Officer and Consultant shall, prior to such date, work together in good faith to jointly identify and agree upon a schedule of active redevelopment transactions that are materially advanced (e.g., including transactions with respect to which (a) a letter of intent has been signed or is in the process of being signed, (b) a lease has been or is being prepared, or (c) a lease is under negotiation or has been executed, but in any case, rent has not yet commenced) (“In-Process Projects”). With respect to any In-Process Project, to the extent a Success Fee would otherwise be payable pursuant to Section 3(b)(i) above during the Consulting Period, such Success Fee shall be reduced by fifty percent (50%) (i.e., a reduced Lease Signing Fee of $2,500, and Rent Commencement Fee of

• $7,500). The list of In-Process Projects will be mutually agreed upon, set forth in writing, and signed by the Consultant and the Company’s Chief Executive Officer prior to February 27, 2026. For the avoidance of doubt, if a Lease Agreement with respect to an In-Process Project has been executed on or prior to February 27, 2026, Consultant shall not be eligible to receive a Lease Signing Fee with respect to such Lease Agreement, but shall be eligible to receive a reduced Rent Commencement Fee (i.e., $7,500.00) with respect to such In-Process Project in the event rent payments first commence under the applicable Lease Agreement during the Consulting Period.

• Following the termination of this Consulting Agreement for any reason, Consultant shall remain eligible to earn a Success Fee pursuant to Section 3(b)(i) with respect to any Company redevelopment project that was originated by Consultant during the Consulting Period or that constitutes an In-Process Project, if the applicable Lease Agreement is executed or rent commencement occurs, as applicable, within six (6) months following the effective date of termination of this Consulting Agreement (the “Success Fee Tail”). Any such Success Fee shall be payable in accordance with the timing provisions set forth in Section 3(b)(i) and, in the case of an In-Process Project, subject to the reductions set forth in Section 3(b)(ii). For the avoidance of doubt, Consultant shall not be required to perform any services following termination in order to be eligible for a Success Fee pursuant to this Section 3(b)(iii).

• Expenses. The Company will reimburse Consultant for reasonable, customary, and necessary pre-approved travel and other business expenses incurred by Consultant in the performance of the Services hereunder (“Expenses”), conditioned upon Consultant’s provision to the Company of written documentation (including receipts) substantiating the expenses incurred and further conditioned upon any travel or other policies of the Company as may be in effect.

• Invoices. During the Consulting Period, Consultant shall invoice the Company monthly in arrears for any Monthly Fees, Success Fees and Expenses owed hereunder. Monthly Fees, Success Fees and any Expenses shall be payable in a lump sum within thirty (30) days following the Company’s receipt of Consultant’s invoice for the applicable month.

• For the avoidance of doubt, the Parties acknowledge and agree that Consultant’s engagement by the Company hereunder, and eligibility to receive the Monthly Fees and Success Fees set forth above, is subject to (i) Consultant’s employment with the Company not having terminated prior to the Retirement Date for any reason other than a termination by the Company without Cause, and (ii) Consultant’s compliance with the terms of the Retirement Agreement.

• Unless otherwise determined by the Company, any portion of any Monthly Fee or Success Fee which relates to any redevelopment project which the Company otherwise treats as a capital expenditure for accounting purposes shall also be treated by the Company as a capital expenditure for accounting purposes. Unless otherwise determined by the Company, any other portion of any Monthly Fee or Success Fee not subject to the prior sentence shall be subject to immediate deduction by the Company for accounting purposes.

• Status as Independent Contractor.

• In performing the Services hereunder, Consultant: (i) shall act solely in the capacity of an independent contractor, and not as an employee of the Company (or its parents, subsidiaries, divisions and affiliates); (ii) shall not be nor in any way hold himself out as an employee of the Company (or its parents, subsidiaries, divisions and affiliates); (iii) shall not have authority to act for the Company (or its parents, subsidiaries, divisions and affiliates) except as expressly directed and authorized by the Company and within the scope of the Services set forth herein; and (iv) shall not have authority to commit, bind or otherwise obligate the Company with respect to any matter, except as expressly directed and authorized by the Company.

• Because Consultant is an independent contractor, the Company will not deduct or withhold from the fee payable to the Consultant hereunder any federal, state or local income taxes or Federal Insurance Contributions Act (“FICA”) taxes or any other employment tax, nor will it pay on behalf of the Consultant any FICA taxes or Federal Unemployment Tax Act taxes or any other employment tax. It will be the sole responsibility of the Consultant to pay all applicable federal, state and local income taxes and any Self Employment Contribution Act

• (“SECA”) taxes and any other employment tax that are owed with respect to the fee payable to the Consultant hereunder, and Consultant shall indemnify the Company against all such taxes or contributions, including attorneys’ fees, penalties and interest. This Agreement is intended to comply with or be exempt from Section 409A of the Internal Revenue Code (the “Code”) and shall be construed and administered in accordance with Section 409A of the Code. For purposes of Section 409A of the Code, each installment payment provided under this Agreement shall be treated as a separate payment. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Consultant under this Agreement.

• Consultant understands and agrees that as an independent contractor, he shall not be entitled to, and shall make no claim to, rights or fringe benefits offered to employees of the Company or any of its parents, subsidiaries, divisions and/or affiliates, including but not limited to any retirement, savings, health, medical, welfare, life insurance, disability, vacation, stock purchase, stock option or other benefit plans or programs maintained for employees by or on behalf the Company or its parents, subsidiaries, divisions and/or affiliates.

• The Consultant understands that the Consultant undertakes any Services at his own risk and that in the event he gets injured in connection with the Services, he will not be eligible for workers’ compensation coverage. For the avoidance of doubt, in the event that the performance of the Services hereunder requires travel, the Consultant solely shall be responsible for injuries, emergencies, and/or death to the Consultant that may occur while traveling. The Consultant shall be responsible for any theft, loss or damage to any materials, equipment or property delivered to the Consultant or otherwise entrusted to the Consultant’s possession by or on behalf of the Company in connection with the Services to be provided hereunder.

• Restrictive Covenants. In consideration of the fees to be paid to Consultant and the access that Consultant will be provided to the Company’s Confidential Information (as defined below), Consultant agrees to the following covenants which he acknowledges and agrees are reasonably required for the protection of the Company’s Confidential Information (as defined below) and the Company’s goodwill with its clients, customers, investors, business partners, employees, and consultants.

• Confidentiality.

• Consultant hereby acknowledges that, as a result of his engagement hereunder, Consultant will (A) acquire and develop trade secrets and confidential and proprietary information which is not generally known in the industry, and (B) acquire trade secrets and confidential and proprietary information of or about the Company’s and/or its parent’s, subsidiaries’, affiliates’, owners and investors (collectively with the Company, the “Company Affiliated Group”) business, clients, customers, vendors, business partners, shareholders, investors, employees, suppliers and other companies, persons or entities with which the Company and/or the Company Affiliated Group maintains or has maintained a business relationship, (hereinafter collectively, the “Company Business Relationships”). As a material inducement to the Company to enter into this Agreement and as consideration for the benefits provided to Consultant hereunder, Consultant hereby agrees that except to the extent (A) authorized by the express prior written consent of the Company, (B) required by law, administrative, regulatory or any legal process, or (C) necessary in the Services for and on behalf of the Company and/or the Company Affiliated Group, Consultant will not, directly or indirectly, at any time during the Consulting Period, or at any time subsequent to the termination or expiration of the Consulting Period (for the maximum extent of time permitted by applicable law), use, exploit, publish, disseminate, retain, transfer to third parties, disclose or divulge, any Confidential Information.

• “Confidential Information” shall mean any of the following data, documents or information with respect to the business of the Company, the Company Affiliated Group and Company Business Relationships, and that the Company has not disclosed to the general public: (i) trade secrets; (ii) pre- research and development, strategies, designs, methods, procedures, formulae, data, and reports; (iii) current and prospective client/customer lists; (iv) information about current and prospective clients and customers, including, but not limited to, identity and responsibilities of, and contact information for, decision makers and other important constituents of clients/customers; client/customer preferences, risk characteristics and tolerances; and markets or other sources with which the Company and/or any member of the Company Affiliated Group places business; (v) plans or strategies for sales, marketing, capital raises, or business development; (vi) sales and financial records, training programs, teaching methods, research activities, opinions, interpretations, evaluations; (vii) prices or pricing strategy or

• information; (viii) the Company’s and/or any member of the Company Affiliated Group’s methods, systems, techniques, procedures, designs, formulae, inventions and know-how; (ix) software development; (x) computer programs, source code, object software code, or other proprietary technical information; (xi) personnel lists, another employee’s performance reviews, personnel file, compensation, medical and other personal or private information; (xii) client/customer files, contracts and contract negotiations; (xiii) information the Company and/or any member of the Company Affiliated Group receives from any client or customer or other third party under a duty to keep such information confidential; (xiv) Company intellectual property; (xv) privileged or other legal information; and (xvi) other confidential or proprietary information of a similar nature not known to the public that, if misused or disclosed, could adversely affect the business of the Company, Company Affiliated Group or their respective clients/customers. Consultant acknowledges and agrees that the Company and the Company Affiliated Group derive a competitive advantage and independent economic value from the Confidential Information, including trade secrets, not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use. Notwithstanding the foregoing, and for the avoidance of doubt, Confidential Information shall not include: (i) Consultant’s general skills, knowledge and experience acquired during Consultant’s provision of Services or prior employment with the Company; (ii) any information that was known to Consultant prior to his employment by the Company; (iii) any information retained in Consultant’s unaided memory and professional skill set, without use, copying or reference to any tangible documentation, files or property of the Company; and (iv) any information that is known to the public, unless such information became known or publicly available through unlawful means or as a result of any individual or entity’s breach of a confidentiality obligation or other fiduciary, contractual, legal or other obligation or duty to the Company and/or Company Affiliated Group, including any breach by Consultant of this Agreement.

• Consultant is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that Consultant will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (A) is made (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (y) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Consultant is further notified that if Consultant files a lawsuit for retaliation for reporting a suspected violation of law, Consultant may disclose trade secrets to Consultant’s attorney and use the trade secret information in the court proceeding only if Consultant: (x) files any document containing the trade secret under seal; and (y) does not disclose the trade secret, except pursuant to court order.

• Non-Disparagement. Consultant acknowledges that any disparaging comments regarding the Company are likely to substantially harm the Company Affiliated Group’s business reputation. Consultant agrees not to make any disparaging remarks or send any disparaging communications, written or oral, directly or indirectly, concerning the Company Affiliated Group, including but not limited to, the business or management of the Company Affiliated Group, or any current or former officers, directors, employees, shareholders, investors, partners, members or agents of the Company Affiliated Group. Under no circumstances shall the truth, or partial truth, of any statement made by Consultant be considered a defense to any claim for breach of this Section. Nothing in this Agreement shall be construed to prohibit the Consultant from reporting conduct to, providing truthful information to or participating in any investigation or proceeding conducted by any federal or state government agency or self-regulatory organization.

• Reasonableness.

• Consultant has carefully read and considered the provisions of Section 7 hereof and, having done so, agrees that the restrictions and remedies set forth therein (including, but not limited to, the scope of defined terms, the time period of restriction and the geographical areas of restriction set forth therein) are fair and reasonable and are reasonably required for the protection of the legitimate business interests of the Company, including, but not limited to, protection of the Company’s trade secrets and other Confidential Information, goodwill, client/customer and employee relationships, all of which have been developed through great effort and at incalculable expense.

• Consultant represents that Consultant’s experience, capabilities, and personal assets, as well as the consideration and compensation Consultant will receive directly or indirectly under this Consulting Agreement, are such that Consultant’s compliance with Section 7 hereof (and the restrictive covenants incorporated therein) will not prevent the Consultant from either earning a livelihood in the unrestricted business activities which remain open to Consultant or from otherwise adequately and appropriately supporting and Consultant and Consultant’s family. Consultant further agrees that Consultant shall never assert, or permit to be asserted on Consultant’s behalf, in any forum, any position contrary to the foregoing.

• Works for Hire; Assignment of Inventions. Consultant agrees that all works of authorship, copyrightable works, inventions, improvements, designs, discoveries, and the intangible intellectual property rights (including copyrights and trade secrets), created, developed, invented or discovered or contributed to by the Consultant in the performance of the Services provided hereunder (collectively, the “Company IP”) are the sole and exclusive property of the Company. Any copyrightable work(s) prepared by the Consultant for the Company shall be considered “work made for hire” under the United States Copyright Act, 17 U.S.C. § 101 et seq. This includes written and electronic documents (including but not limited to contact lists generated at the Company and computerized address books), audio and video recordings, and any concepts, ideas, or other intellectual property developed for the Company, regardless of whether the intellectual property is actually used by the Company. To the extent any rights to the Company IP initially vest with Consultant, Consultant agrees to assign all rights, titles and interest in the Company IP to the Company, including all copyright in and thereto. In addition, Consultant agrees to assist the Company, or its designee in every proper way to secure the Company’s rights in the Company IP and any copyrights, patents, mask work rights, moral rights or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which the Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company, its successors, assigns, and nominees the sole and exclusive right, title and interest in and to such Company IP, and any copyrights, patents, mask work rights, moral rights or other intellectual property rights relating thereto. Consultant further agrees that Consultant’s obligation to execute or cause to be executed, when it is in Consultant’s power to do so, any such instrument or papers shall continue after the termination of this Consulting Agreement for any reason. If the Company is unable because of Consultant’s mental or physical incapacity, unavailability or for any other reason to secure Consultant’s signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering Company IP or original works of authorship assigned to the Company as above, then Consultant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Consultant’s agent and attorney in fact, to act for and on the Consultant’s behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations thereon with the same legal force and effect as if executed by Consultant.

• Services to Others.

• During the Consulting Period, Consultant shall be entitled to perform services for such additional entities or persons as Consultant shall see fit; provided, however, that: (i) such other services do not interfere in any way with Consultant’s obligations as set forth herein; (ii) Consultant shall not, without the written consent of a duly authorized representative of the Company, directly or indirectly, as an officer, director, employee, consultant, owner, partner, or in any other capacity, solicit, perform, or provide, or attempt to perform or provide Conflicting Services during the Consulting Period; and (iii) Consultant shall remain subject to his obligations under the Retirement Agreement, including, without limitation, Paragraphs 11, 12, 13 and 15 thereof. For purposes of this Agreement, “Conflicting Services” means any service on behalf of a product, offering, service, process, or the research and development thereof, that is competitive with any product, offering, service, or process, or the research and development thereof, of the Company, directly or indirectly. For the avoidance of doubt, this Section 7(a) shall not prohibit Consultant from: (x) being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company, so long as Consultant has no active participation in any Competitive Business; (y) serving on the board of directors (or comparable governing bodies) of other companies, including those engaged in a competitive business, provided such service does not involve day-to-day operational or management responsibilities with respect to any Competitive Business; or (z) sourcing and presenting potential sale-leaseback or funding transactions, provided that Consultant complies

• with his obligations with respect to such Business Opportunities (as defined in the Retirement Agreement) as set forth in Section 14 of the Retirement Agreement.

• The Company’s employees, materials, equipment, resources, Confidential Information (as defined below) and intellectual property shall not be used in connection with any of Consultant’s services to other entities or persons. Consultant shall not, directly or indirectly, disclose any Confidential Information to any person or entity in connection with any services performed for other persons or entities and shall not use such Confidential Information other than in the course of providing the Services to Company.

• In connection with any services to other persons or entities, Consultant shall at all times comply with Consultant’s duties and obligations to the Company and under this Agreement, including, without limitation, the obligations set forth in Section 5 above.

• Consultant represents and warrants to the Company that Consultant is not, and Consultant agrees that, during the Consulting Period, Consultant shall not be, subject to any agreement, instrument, order or decree of any kind, or any other restrictive agreement of any character, that would prevent Consultant from entering into this Agreement or which would be breached upon Consultant’s performance of the Services hereunder.

• Return of Property. Consultant agrees that, to the extent requested by the Company either during or following the termination of the Consulting Period: (i) Consultant shall deliver to the Company (and will not keep in Consultant’s possession or deliver to anyone else) documents and materials that relate in any way to the Services, including, but not limited to, devices, Confidential Information, records, data, notes, reports, proposals, lists, correspondence, drawings, blueprints, other documents or property, or reproductions of any of the aforementioned items developed by Consultant during the Consulting Period or otherwise belonging to the Company and/or any member of the Company Affiliated Group; and/or (ii) if Consultant has used any non-Company computer, electronic device, server, storage drive, “cloud” account, or e-mail system to receive, store, review, prepare or transmit any Confidential Information, Consultant shall use reasonable best efforts permanently delete and expunge such information, unless such deletion or expungement is prohibited by law.

• Injunctive Relief; Tolling. Consultant expressly acknowledges and agrees that monetary damages shall not be a sufficient remedy for any breach or threatened breach by Consultant of the Sections 5, 6, 7 and/or 8 of this Consulting Agreement, and, in addition to any other remedies, the Company and/or Company Affiliated Group shall be entitled to seek specific performance and/or injunctive or other equitable relief without any requirement to post a bond or other security. As a remedy for any such breach or threatened breach, Consultant will reimburse the Company for all court costs and legal fees, including attorneys’ fees, incurred in enforcing Sections 5, 6, 7 and/or 8 of this Consulting Agreement or obtaining any associated relief in connection with a breach or threatened breach of Sections 5, 6, 7 and/or 8 herein. Consultant further acknowledges and agrees that the applicable period of each such restrictive covenant shall be tolled during any period of time in which Consultant is in breach or violation of the terms thereof, in order that the Company Affiliated Group shall have all of the agreed-upon temporal protection thereunder.

• Severability. It is the desire and intent of the Parties that the provisions of this Consulting Agreement shall be enforced to the fullest extent permissible under applicable law. If any one or more of the provisions contained in this Agreement is held to be excessively broad as to duration, scope, activity or subject, then the Parties agree that a court or arbitrator is expressly authorized to modify any such provision in lieu of severing the provision, whether by rewriting the offending provision, deleting any or all of the offending provision, adding additional language or by making such other modifications as it deems warranted to carry out the intent and agreement of the Parties as embodied herein to the maximum extent permitted by law. In the event that any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable and incapable of modification, the validity, legality and enforceability of the remainder of this Agreement shall not in any way be affected or impaired thereby.

• Indemnification.

• The Consultant shall indemnify and hold harmless the Company, the Company Affiliated Group, and their respective parents, subsidiaries, divisions and affiliates and each of their respective stockholders, directors, officers, employees and investors (collectively, the “Company Indemnified Parties”) from and against any and all losses, liabilities, claims, damages, costs and expenses (including attorneys’ fees), fines and penalties (“Losses”) suffered by the Company Indemnified Parties, directly or indirectly, arising from or relating to: (i) any breach by the Consultant of this Agreement; (ii) intentional or grossly negligent misconduct in the Consultant’s performance of the Services hereunder; and/or (iii) violation of any law, rule or regulation in connection with the Consultant’s performance of the Services.

• Consultant represents and warrants that the Consultant: (i) shall perform the Services in a timely, good, professional and workmanlike manner and in accordance with high professional standards; (ii) shall perform the Services in compliance with all applicable laws, rules and regulations;; and (iii) has the full legal right to enter into this Agreement.

• The Company shall indemnify and hold harmless Consultant from and against any and all Losses suffered by Consultant, directly or indirectly, arising from or relating to: (i) any breach by the Company of this Agreement; (ii) intentional or grossly negligent misconduct by the Company related to Consultant’s Services hereunder; (iii) violation of any law, rule or regulation in connection by the Company related to Consultant’s Services hereunder; and/or (iv) Consultant’s good-faith actions or omissions in connection with providing the Services hereunder.

• Cooperation. Consultant and the Company agree that certain matters in which Consultant will be involved during Consultant’s engagement hereunder may necessitate Consultant’s assistance and cooperation with the Company in the future, both during and after the Consulting Period. Accordingly, to the extent reasonably requested by the Company, Consultant agrees to assist the Company and cooperate fully in connection with matters arising out of Consultant’s engagement with the Company hereunder, both during and after the Consulting Period. Such assistance and cooperation shall include, but not be limited, requests for information and being available to speak with officers or employees of the Company and/or its counsel at reasonable times and locations, executing accurate and truthful documents and taking such other actions as may reasonably be requested by the Company and/or its counsel: (i) about the business of the Company or Consultant’s involvement and participation therein; (ii) in connection with the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired during Consultant’s engagement with the Company hereunder or about which Consultant might have knowledge, including, without limitation, in connection with the renewal/revision negotiations with [ * * *]; and (iii) in connection with any investigation or review by any federal, state or local regulatory, quasi-regulatory or self-governing authority as any such investigation or review relates to events or occurrences that transpired during Consultant’s engagement with the Company or about which Consultant might have knowledge. The Company further agrees: (i) to reimburse Consultant for any reasonable, out-of-pocket travel, hotel and meal expenses (for the avoidance of doubt, such reimbursement does not include lost wages or earnings) incurred in connection with Consultant’s performance of obligations pursuant to this Section for which Consultant has obtained prior, written approval from the Company; and (ii) in the event Consultant’s obligations pursuant to this Section during or after the Follow-On Period require a material time commitment outside the Services contemplated under Section 2(b) above, the Company shall pay Consultant reasonable additional compensation to be negotiated in good faith and mutually agreed upon in advance.

• Governing Law; Venue. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of law provisions thereof. Consultant and the Company agree to submit to the exclusive jurisdiction and forum of the state and/or federal courts located in the State of New York, for any claim, dispute, action, or lawsuit in any way arising out of, relating to, or connected with this Agreement, and/or Consultant’s engagement by the Company or the cessation thereof. Consultant and the Company consent to such court(s) in New York as a convenient forum for any such claim, dispute, action, or lawsuit, and hereby waive any objection to the venue, forum, or jurisdiction for any such claim, dispute, action, or lawsuit proceeding in such court(s). Consultant and the Company agree that Consultant is subject to the jurisdiction of the courts located in the State of New York and may be served with legal process within the State of New York or in any other manner provided by law. CONSULTANT AND THE COMPANY EACH HEREBY

• WAIVE, AS AGAINST THE OTHER, TRIAL BY JURY IN ANY JUDICIAL PROCEEDING TO WHICH BOTH ARE PARTIES INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT AND/OR CONSULTANT’S ENGAGEMENT BY THE COMPANY OR THE CESSATION THEREOF.

• Successors; Binding Agreement. This Agreement may not be assigned by any Party without the prior written consent of the other Parties, except that no consent is necessary for the Company to assign this Agreement to a member of the Company Affiliated Group or any corporation or other entity succeeding to all or substantially all of the assets or business of the Company, whether by merger, consolidation, stock purchase, exchange, asset purchase or otherwise, and, in each case of a permitted assignment by the Company, the “Company” under this Agreement shall be deemed to include such assignee or successor. Consultant may not subcontractor or otherwise delegate or assign this Agreement or any of their respective obligations hereunder without the prior written consent of a duly authorized representative of the Company. This Agreement shall be binding upon and inure to the benefit of the heirs, successors and permitted assigns of the Parties.

• Entire Agreement. This Consulting Agreement constitute the entire agreement between the Parties pertaining specifically to the financial and other business-related terms concerning the consulting relationship between the Consultant and the Company, and fully supersedes any and all agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any Party hereto respecting this subject matter; provided, however, for the avoidance of doubt, nothing in this Agreement shall impair the Company’s or the Consultant’s obligations under the Retirement Agreement or any confidentiality, non-disparagement, non-competition, non-solicitation, intellectual property and other similar restrictions to which Consultant may be subject under a separate agreement between Consultant, on the one hand, and the Company and/or any other member of the Company Affiliated Group, on the other hand, which shall continue in full force and effect. In the event of any inconsistency between this Consulting Agreement and Consultant’s obligations under the Retirement Agreement regarding the construction, validity, interpretation, or enforcement of the Consultant’s obligations under the Retirement Agreement, the terms of the Retirement Agreement shall govern. In addition, no amendment or modification to this Agreement shall be valid unless set forth in writing and signed by duly authorized representative of each of the Parties.

• No Waiver. Any waiver by the Company of a breach of any provision of this Consulting Agreement shall not operate or be construed as a waiver of any subsequent breach.

• Survival. The provisions of Sections 4-12 of this Consulting Agreement shall survive the termination of the Consultant’s consulting relationship with the Company or any termination of this Consulting Agreement for any reason.

• Headings. The headings used in this Agreement are intended for convenience or reference only and shall not in any manner amplify, limit, modify or otherwise be used in the construction or interpretation of any provision of this Agreement.

• Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended or shall be construed to create any third-party beneficiaries other than the members of the Company Affiliated Group.

• Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[remainder of page left intentionally blank; signature page to follow]

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the dates set forth below.

GETTY REALTY CORP.
By:		Date:
	Name: Christopher J. Constant
	Title: President and Chief Executive Officer
CONSULTANT<br><br>MARK TO MARKET REAL ESTATE SERVICES LLC
---	---	---
By:		Date:
	Name: Mark Olear
	Title:

EXHIBIT B

SUPPLEMENTAL RELEASE

To be signed on or within 21 days after February 27, 2026

In consideration of the promises and benefits being provided under my Retirement & Transition Agreement with Getty Realty Corp. (the “Company”), dated January 20, 2026 (the “Agreement”), I, Mark Olear, agree to knowingly and voluntarily release the Company and Insperity and any and all of their respective current and former parents, subsidiaries, affiliates, officers, directors, executives, employees, attorneys, agents, insurers, successors and assigns (hereinafter collectively "Releasees”), from any and all legal, equitable or other claims, counterclaims, demands, setoffs, defenses, contracts, accounts, suits, debts, agreements, actions, causes of action, sums of money, reckonings, bonds, bills, specialties, covenants, promises, variances, trespasses, damages, extents, executions, judgments, findings, controversies and disputes, and any past, present or future duties, responsibilities, or obligations, existing from the beginning of the world through the date hereof, which are now known or unknown, including but not limited to the following:

• any and all such claims or counterclaims alleging or sounding in discrimination, harassment, retaliation, failure to accommodate, breach of contract, breach of any implied covenant of good faith, piercing the corporate veil, whistleblowing, corporate fraud, accounting, tort, defamation, libel, slander, injurious falsehood, public policy, assault, battery, intentional or negligent infliction of emotional distress, attorneys' fees, indemnification, and all claims for compensatory, punitive, and liquidated damages; and
• the fair employment practice laws or other employment related laws of the United States, New York and all jurisdictions, states, municipalities and localities, including, but not limited to, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §§2000e et seq.; the Civil Rights Act of 1991; the Age Discrimination in Employment Act, 29 U.S.C. §§ 621-634 (“ADEA”); the Americans with Disabilities Act of 1990, 42 U.S.C. §§ 12101 et seq.; the Family and Medical Leave Act of 1993, 29 U.S.C. §§ 2601 et seq.; the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Worker Adjustment and Retraining Notification Act, 29 U.S.C. §§ 2101 et seq.; the Sarbanes Oxley Act of 2002; the National Labor Relations Act, 29 U.S.C. §§ 151, et seq.; the Fair Labor Standards Act, 29 U.S.C. §§ 201, et seq.; the Employee Retirement Income Security Act of 1974, 29 U.S.C. §§ 1001-1461; the New York Labor Law; the New York State Worker Adjustment and Retraining Notification Act; the New York State Human Rights Law; the New York Executive Law; the New York State Correction Law, the New York State Civil Rights Law, Section 125 of the New York Workers’ Compensation Law; the New York City Human Rights Law; the New York City Earned Sick Leave Law; the New Jersey Law Against Discrimination; the New Jersey Conscientious Employee Protection Act; the New Jersey Wage and Hour Law; the New Jersey Worker Adjustment and Retraining Notification Act; the New Jersey Wage Payment Law; the New Jersey Family Leave Act; the New Jersey Equal Pay Act; the New Jersey Security and Financial Empowerment Act; the New Jersey Family Leave Insurance provisions of the New Jersey Temporary Disability Benefits Law; the New Jersey Earned Sick Leave Law; retaliation claims under the New Jersey Workers’ Compensation Law, and the New Jersey Equal Pay Act; and
• any and all claims under all other employee relations, labor, corporate and commercial statutes, executive orders, laws, rules and/or regulations; and
• any and all claims for wages, bonuses, commissions, vacation pay, employee fringe benefits, reimbursement of expenses, monetary and/or equitable relief, punitive and compensatory relief, and/or attorneys' fees and/or costs

By signing this Supplemental Release, I am forever giving up my right to make the aforementioned claims or demands except for any claims or demands arising by reason of the Company’s breach of its obligations under the Agreement or this Supplemental Release. Further, I hereby represent and warrant that I have not filed, caused to be filed or permitted to be filed any complaints, charges or lawsuits against the Company or any of the other Releasees, and that no such complaints, charges or lawsuits are pending. Without limiting the generality of the foregoing, I understand that the foregoing release does not (i) waive rights or claims that may arise after the date I sign this Supplemental Release; (ii) waive rights or claims that may not be waived or released under law; or (iii)

affect any right to file a charge or complaint, testify, assist, or participate in any manner in any investigation, hearing or proceeding, respond to any inquiry, or otherwise communicate with any administrative or regulatory (including any self-regulatory) agency or authority, including, but not limited to, the Securities and Exchange Commission, the Department of Justice or the Equal Employment Opportunity Commission or an analogous state or local agency; provided, however, that by signing this Supplemental Release, I understand and agree that I am waiving any right to recover money or other relief (either individually, or as part of any collective or class action) based on claims asserted in any charge, complaint or other proceeding brought by me or on my behalf (other than a proceeding before the SEC or other government agency regarding alleged securities law violations). In addition, nothing in this Supplemental Release limits or waives my right to seek a judicial determination of the validity of the Supplemental Release’s waiver of claims under the ADEA.

I agree and acknowledge that I have had a period of at least twenty-one (21) days to review this Supplemental Release, consult with an attorney of my choice, and consider whether to sign it. I further agree that I have had at least seven (7) days following my execution to consider whether to revoke it. I further agree and acknowledge that, in the event that I revoke this Supplemental Release, or do not sign and return within the twenty-one- (21)-day review period provided herein, I shall have no right to receive any of the payments and other benefits provided for under the Agreement (provided that nothing herein shall affect any right I may have to base salary pay earned while I was actively working for the Company). If no such revocation occurs, this Supplemental Release shall become effective upon the 8th day following its execution and return to the Company.

Dated:

EX-10.8

Exhibit 10.8

CONSULTING AGREEMENT

[Certain information indicated by [***] has been excluded from this Exhibit 10.8 because it is not material.]

THIS CONSULTING AGREEMENT (the “Consulting Agreement” or “Agreement”) is made and entered by and between Getty Realty Corp. (the “Company”) and Mark to Market Real Estate Services LLC (the “Consultant”) and shall be effective as of March 2, 2026. The Company and the Consultant are collectively referred to as the “Parties”, and individually, a “Party”.

WHEREAS, Consultant was previously employed as the Company’s Executive Vice President, Chief Investment Officer, and Chief Operating Officer;

WHEREAS, Consultant and the Company entered into a retirement agreement, to which the form of this Consulting Agreement was attached as Exhibit A (the “Agreement”), setting forth the mutually agreed upon terms concerning Consultant’s retirement of employment with the Company, effective February 27, 2026 (the “Retirement Date”);

WHEREAS, the Parties desire to enter into this Agreement setting forth the terms and conditions of Consultant’s post-retirement consulting relationship with the Company, in which the Consultant will provide specified consulting services, in the capacity of an independent contractor, commencing on March 2, 2026; and

WHEREAS, Consultant will have access to, and will assist in creating or developing, certain valuable and competitively sensitive Confidential Information (as defined below), including trade secrets and other confidential and proprietary information, belonging to the Company.

NOW, THEREFORE, in consideration of Consultant’s engagement with the Company, and the fees and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, accepted and agreed to, the Parties, intending to be legally bound, agree to the terms set forth below:

• Consulting Period.

• Subject to Consultant remaining employed by the Company through the Retirement Date, and Consultant’s compliance with the terms of the Retirement Agreement, the term of the Parties’ consulting relationship under this Consulting Agreement will commence on March 2, 2026 and end on September 30, 2027, unless the Consultant’s engagement hereunder is: (i) earlier terminated by the Company or the Consultant for any reason, subject to the notice requirements set forth below; or (ii) extended upon mutual written agreement of the Consultant and the Company (the period of Consultant’s engagement hereunder, the “Consulting Period”). The period: (x) commencing on March 2, 2026 and ending on the September 30, 2026 shall be referred to herein as the “Initial Period”; and (y) commencing on October 1, 2026 and ending on the date of the termination of this Consulting Agreement and Consultant’s engagement hereunder, including any mutually agreed upon extensions of the Consulting Period, shall be referred to herein as the “Follow-On Period.”

• Notwithstanding the foregoing, this Consulting Agreement may be terminated for any reason by:

• the Company (A) during the Initial Period, upon thirty (30) days’ prior written notice to Consultant; and (B) during the Follow-On Period, upon sixty (60) days’ prior written notice to Consultant, and

• Consultant upon thirty (30) days’ prior written notice to the Company.

• If this Consulting Agreement is terminated for any reason, Consultant will be entitled to receive only those Monthly Fees for Services rendered, and Success Fees earned, if any, prior to the effective date of termination, pursuant to the terms and conditions set forth in Section 3 below, and no further amount will be payable by the Company; provided, however, that (i) if this Consulting Agreement is terminated by the Company at any time during the Initial Period, the Company shall pay to Consultant, within 30 days following such termination, a lump sum payment equal to the aggregate amount of Monthly Fees otherwise payable during the remainder of the Initial Period and such Monthly Fees shall be deemed fully earned and guaranteed; and (ii) if this Consulting Agreement is terminated by the Company during the Follow-On Period, Consultant shall continue to receive the applicable Monthly Fees during the sixty (60) day notice period, and no further amounts shall be payable thereafter.

• Consulting Services. During the Consulting Period, the Company hereby engages Consultant and Consultant hereby accepts the Company’s engagement, to provide the following services to the Company in the capacity of an independent contractor (the “Services”), reporting to the Company’s Chief Executive Officer:

• Initial Period. During the Initial Period, Consultant shall provide the following services to the Company, as well as such other services as may be mutually agreed upon by Consultant and the Company from time to time:

• Transition Services: Consultant agrees to assist the Company by phone and email in transitioning his previous duties as the Company’s Executive Vice President and Chief Operating Officer, as may be reasonably requested by the Company from time to time, including by providing transition assistance to Consultant’s successor by providing institutional knowledge, answering questions regarding matters within Consultant’s historical responsibility, and offering insights on ongoing projects and processes.

• Redevelopment Program Oversight (the “Redevelopment Program Services”):

• Identify portfolio sites for recapture/redevelopment, including, without limitation, preparing strategies and business cases;

• Oversee entitlement, planning, permitting, and environmental review processes;

• Negotiate tenant LOIs and leases for redeveloped sites and act as the Company’s business liaison with new tenants;

• Hire, supervise, and manage third-party contractors to support permitting and construction, including, without limitation, assuring that all contractors are properly licensed and insured;

• Work directly with Company’s outside counsel to negotiate, review, and finalize transaction documents, including leases and ancillary agreements, ensuring alignment with Company objectives and approvals;

• Coordinate with the Company’s Asset Management team on landlord duties and tenant requirements with respect to takebacks, recaptures, and new tenant issues;

• Provide weekly status updates, support quarterly/annual reporting to the Company’s Chief Executive Officer, and upon request to the board of directors (the “Board”), and present transactions to the Company’s Management Committee for approval; and

• Exercise expenditure authority consistent in action with any of the above services consistent with signing/spending authority policy applicable to Consultant during the period of his employment with the Company (as the same may be amended from time to time), with any expenditures in excess of these limits subject to prior written approval by the Company’s Chief Executive Officer.

• [ * * *] (the “[ * * *]Activities”):

• Lead and participate in strategy, negotiation and execution of deals relating to expiring [ * * *]leases;

• Evaluate alternatives and advise management on proposals for renewal, amendment/extension, or redeployment of sites to new tenants;

• Present alternatives and proposed transactions to management, including financial analyses; available to present to the Board if requested.

• Manage negotiations with [ * * *]and/or replacement tenants, including, without limitation, (i) providing support and guidance to outside counsel, brokers, and other vendors engaged in document negotiations or redeployment activities, and (ii) working with Company’s legal department to structure lease amendments and transition agreements, negotiate new leases and, as needed, to facilitate transition of sites to new tenants.

• Maintain transaction status in Company systems; and

• Provide updates for management and for quarterly Board reporting.

• Follow-On Period. During the Follow-On Period, Consultant shall continue to provide the Redevelopment Program Services, as well as such other services as may be mutually agreed upon by Consultant and the Company from time to time. For the avoidance of doubt, during the Follow-On Period, Consultant shall have no continuing responsibilities or obligations with respect to [ * * *]Activities. If, following the expiration of the Initial Period, the Company requests Consultant’s assistance on any [ * * *]Activities or other projects related to [ * * *] (including renewals, re-leasing, redeployment, workouts, or dispute resolution), the Parties will discuss such engagement in good faith and, if mutually agreed, enter into a separate written consulting arrangement with compensation and terms acceptable to both the Company and Consultant.

• The Consultant shall have the discretion to determine the time of performance of the Services, provided that the Consultant agrees: (i) to maintain contact with the Company’s Chief Executive Officer, and to make himself reasonably available to the Company to discuss the Services as may be requested by the Company from time to time; and (ii) to provide the Services in a timely manner in accordance with any deadlines set by the Company.

• Compensation.

• Monthly Fees. During the Consulting Period, in consideration of the Services provided to the Company under this Agreement, the Company shall pay Consultant a monthly consulting fee,

• pro-rated for any partial months (the “Monthly Fee”), in the amount of: (i) during the Initial Period, Twenty-Five Thousand Dollars ($25,000.00) per month (allocated $15,000 to Transition Services and [ * * *] Activities, and $10,000 to Redevelopment Program Services); and (ii) during the Follow-On Period, Ten Thousand Dollars ($10,000.00) per month (allocated to Redevelopment Program Services).

• Success Fees.

• During the Consulting Period, Consultant shall be eligible to earn the following success fees (the “Success Fees”): (A) Five Thousand Dollars ($5,000.00) for each fully executed lease agreement between the Company and any tenant that the Company’s Chief Executive Officer determines was originated by Consultant during the Consulting Period in connection with any Company redevelopment project (“Lease Agreement”), with such amount payable within thirty (30) days following the execution of the applicable Lease Agreement (the “Lease Signing Fee”); and (B) Fifteen Thousand Dollars ($15,000.00) for each rent commencement that the Company’s Chief Executive Officer determines occurred pursuant to a Lease Agreement during the Consulting Period (the “Rent Commencement Fee”), with such amount payable within thirty (30) days following the date that rent payments first commence under the applicable Lease Agreement (the “Rent Commencement Fee”).

• Notwithstanding the foregoing, with respect to any Company redevelopment projects in process as of February 27, 2026, the Company’s Chief Executive Officer and Consultant shall, prior to such date, work together in good faith to jointly identify and agree upon a schedule of active redevelopment transactions that are materially advanced (e.g., including transactions with respect to which (a) a letter of intent has been signed or is in the process of being signed, (b) a lease has been or is being prepared, or (c) a lease is under negotiation or has been executed, but in any case, rent has not yet commenced) (“In-Process Projects”). With respect to any In-Process Project, to the extent a Success Fee would otherwise be payable pursuant to Section 3(b)(i) above during the Consulting Period, such Success Fee shall be reduced by fifty percent (50%) (i.e., a reduced Lease Signing Fee of $2,500, and Rent Commencement Fee of $7,500). The list of In-Process Projects will be mutually agreed upon, set forth in writing, and signed by the Consultant and the Company’s Chief Executive Officer prior to February 27, 2026. For the avoidance of doubt, if a Lease Agreement with respect to an In-Process Project has been executed on or prior to February 27, 2026, Consultant shall not be eligible to receive a Lease Signing Fee with respect to such Lease Agreement, but shall be eligible to receive a reduced Rent Commencement Fee (i.e., $7,500.00) with respect to such In-Process Project in the event rent payments first commence under the applicable Lease Agreement during the Consulting Period.

• Following the termination of this Consulting Agreement for any reason, Consultant shall remain eligible to earn a Success Fee pursuant to Section 3(b)(i) with respect to any Company redevelopment project that was originated by Consultant during the Consulting Period or that constitutes an In-Process Project, if the applicable Lease Agreement is executed or rent commencement occurs, as applicable, within six (6) months following the effective date of termination of this Consulting Agreement (the “Success Fee Tail”). Any such Success Fee shall be payable in accordance with the timing provisions set forth in Section 3(b)(i) and, in the case of an In-Process Project, subject to the reductions set forth in Section 3(b)(ii). For the avoidance of doubt, Consultant shall not be required to perform any services following termination in order to be eligible for a Success Fee pursuant to this Section 3(b)(iii).

• Expenses. The Company will reimburse Consultant for reasonable, customary, and necessary pre-approved travel and other business expenses incurred by Consultant in the performance of the Services hereunder (“Expenses”), conditioned upon Consultant’s provision to the Company of

• written documentation (including receipts) substantiating the expenses incurred and further conditioned upon any travel or other policies of the Company as may be in effect.

• Invoices. During the Consulting Period, Consultant shall invoice the Company monthly in arrears for any Monthly Fees, Success Fees and Expenses owed hereunder. Monthly Fees, Success Fees and any Expenses shall be payable in a lump sum within thirty (30) days following the Company’s receipt of Consultant’s invoice for the applicable month.

• For the avoidance of doubt, the Parties acknowledge and agree that Consultant’s engagement by the Company hereunder, and eligibility to receive the Monthly Fees and Success Fees set forth above, is subject to (i) Consultant’s employment with the Company not having terminated prior to the Retirement Date for any reason other than a termination by the Company without Cause, and (ii) Consultant’s compliance with the terms of the Retirement Agreement.

• Unless otherwise determined by the Company, any portion of any Monthly Fee or Success Fee which relates to any redevelopment project which the Company otherwise treats as a capital expenditure for accounting purposes shall also be treated by the Company as a capital expenditure for accounting purposes. Unless otherwise determined by the Company, any other portion of any Monthly Fee or Success Fee not subject to the prior sentence shall be subject to immediate deduction by the Company for accounting purposes.

• Status as Independent Contractor.

• In performing the Services hereunder, Consultant: (i) shall act solely in the capacity of an independent contractor, and not as an employee of the Company (or its parents, subsidiaries, divisions and affiliates); (ii) shall not be nor in any way hold himself out as an employee of the Company (or its parents, subsidiaries, divisions and affiliates); (iii) shall not have authority to act for the Company (or its parents, subsidiaries, divisions and affiliates) except as expressly directed and authorized by the Company and within the scope of the Services set forth herein; and (iv) shall not have authority to commit, bind or otherwise obligate the Company with respect to any matter, except as expressly directed and authorized by the Company.

• Because Consultant is an independent contractor, the Company will not deduct or withhold from the fee payable to the Consultant hereunder any federal, state or local income taxes or Federal Insurance Contributions Act (“FICA”) taxes or any other employment tax, nor will it pay on behalf of the Consultant any FICA taxes or Federal Unemployment Tax Act taxes or any other employment tax. It will be the sole responsibility of the Consultant to pay all applicable federal, state and local income taxes and any Self Employment Contribution Act (“SECA”) taxes and any other employment tax that are owed with respect to the fee payable to the Consultant hereunder, and Consultant shall indemnify the Company against all such taxes or contributions, including attorneys’ fees, penalties and interest. This Agreement is intended to comply with or be exempt from Section 409A of the Internal Revenue Code (the “Code”) and shall be construed and administered in accordance with Section 409A of the Code. For purposes of Section 409A of the Code, each installment payment provided under this Agreement shall be treated as a separate payment. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Consultant under this Agreement.

• Consultant understands and agrees that as an independent contractor, he shall not be entitled to, and shall make no claim to, rights or fringe benefits offered to employees of the Company or any of its parents, subsidiaries, divisions and/or affiliates, including but not limited to any retirement, savings, health, medical, welfare, life insurance, disability, vacation, stock purchase, stock

• option or other benefit plans or programs maintained for employees by or on behalf the Company or its parents, subsidiaries, divisions and/or affiliates.

• The Consultant understands that the Consultant undertakes any Services at his own risk and that in the event he gets injured in connection with the Services, he will not be eligible for workers’ compensation coverage. For the avoidance of doubt, in the event that the performance of the Services hereunder requires travel, the Consultant solely shall be responsible for injuries, emergencies, and/or death to the Consultant that may occur while traveling. The Consultant shall be responsible for any theft, loss or damage to any materials, equipment or property delivered to the Consultant or otherwise entrusted to the Consultant’s possession by or on behalf of the Company in connection with the Services to be provided hereunder.

• Restrictive Covenants. In consideration of the fees to be paid to Consultant and the access that Consultant will be provided to the Company’s Confidential Information (as defined below), Consultant agrees to the following covenants which he acknowledges and agrees are reasonably required for the protection of the Company’s Confidential Information (as defined below) and the Company’s goodwill with its clients, customers, investors, business partners, employees, and consultants.

• Confidentiality.

• Consultant hereby acknowledges that, as a result of his engagement hereunder, Consultant will (A) acquire and develop trade secrets and confidential and proprietary information which is not generally known in the industry, and (B) acquire trade secrets and confidential and proprietary information of or about the Company’s and/or its parent’s, subsidiaries’, affiliates’, owners and investors (collectively with the Company, the “Company Affiliated Group”) business, clients, customers, vendors, business partners, shareholders, investors, employees, suppliers and other companies, persons or entities with which the Company and/or the Company Affiliated Group maintains or has maintained a business relationship, (hereinafter collectively, the “Company Business Relationships”). As a material inducement to the Company to enter into this Agreement and as consideration for the benefits provided to Consultant hereunder, Consultant hereby agrees that except to the extent (A) authorized by the express prior written consent of the Company, (B) required by law, administrative, regulatory or any legal process, or (C) necessary in the Services for and on behalf of the Company and/or the Company Affiliated Group, Consultant will not, directly or indirectly, at any time during the Consulting Period, or at any time subsequent to the termination or expiration of the Consulting Period (for the maximum extent of time permitted by applicable law), use, exploit, publish, disseminate, retain, transfer to third parties, disclose or divulge, any Confidential Information.

• “Confidential Information” shall mean any of the following data, documents or information with respect to the business of the Company, the Company Affiliated Group and Company Business Relationships, and that the Company has not disclosed to the general public: (i) trade secrets; (ii) pre- research and development, strategies, designs, methods, procedures, formulae, data, and reports; (iii) current and prospective client/customer lists; (iv) information about current and prospective clients and customers, including, but not limited to, identity and responsibilities of, and contact information for, decision makers and other important constituents of clients/customers; client/customer preferences, risk characteristics and tolerances; and markets or other sources with which the Company and/or any member of the Company Affiliated Group places business; (v) plans or strategies for sales, marketing, capital raises, or business development; (vi) sales and financial records, training programs, teaching methods, research activities, opinions, interpretations, evaluations; (vii) prices or pricing strategy or information; (viii) the Company’s and/or any member of the Company Affiliated Group’s methods, systems, techniques, procedures, designs, formulae, inventions and know-how; (ix) software development; (x) computer programs, source code, object software code, or other

• proprietary technical information; (xi) personnel lists, another employee’s performance reviews, personnel file, compensation, medical and other personal or private information; (xii) client/customer files, contracts and contract negotiations; (xiii) information the Company and/or any member of the Company Affiliated Group receives from any client or customer or other third party under a duty to keep such information confidential; (xiv) Company intellectual property; (xv) privileged or other legal information; and (xvi) other confidential or proprietary information of a similar nature not known to the public that, if misused or disclosed, could adversely affect the business of the Company, Company Affiliated Group or their respective clients/customers. Consultant acknowledges and agrees that the Company and the Company Affiliated Group derive a competitive advantage and independent economic value from the Confidential Information, including trade secrets, not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use. Notwithstanding the foregoing, and for the avoidance of doubt, Confidential Information shall not include: (i) Consultant’s general skills, knowledge and experience acquired during Consultant’s provision of Services or prior employment with the Company; (ii) any information that was known to Consultant prior to his employment by the Company; (iii) any information retained in Consultant’s unaided memory and professional skill set, without use, copying or reference to any tangible documentation, files or property of the Company; and (iv) any information that is known to the public, unless such information became known or publicly available through unlawful means or as a result of any individual or entity’s breach of a confidentiality obligation or other fiduciary, contractual, legal or other obligation or duty to the Company and/or Company Affiliated Group, including any breach by Consultant of this Agreement.

• Consultant is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that Consultant will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (A) is made (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (y) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Consultant is further notified that if Consultant files a lawsuit for retaliation for reporting a suspected violation of law, Consultant may disclose trade secrets to Consultant’s attorney and use the trade secret information in the court proceeding only if Consultant: (x) files any document containing the trade secret under seal; and (y) does not disclose the trade secret, except pursuant to court order.

• Non-Disparagement. Consultant acknowledges that any disparaging comments regarding the Company are likely to substantially harm the Company Affiliated Group’s business reputation. Consultant agrees not to make any disparaging remarks or send any disparaging communications, written or oral, directly or indirectly, concerning the Company Affiliated Group, including but not limited to, the business or management of the Company Affiliated Group, or any current or former officers, directors, employees, shareholders, investors, partners, members or agents of the Company Affiliated Group. Under no circumstances shall the truth, or partial truth, of any statement made by Consultant be considered a defense to any claim for breach of this Section. Nothing in this Agreement shall be construed to prohibit the Consultant from reporting conduct to, providing truthful information to or participating in any investigation or proceeding conducted by any federal or state government agency or self-regulatory organization.

• Reasonableness.

• Consultant has carefully read and considered the provisions of Section 7 hereof and, having done so, agrees that the restrictions and remedies set forth therein (including, but not limited to, the scope of defined terms, the time period of restriction and the geographical areas of restriction set forth therein) are fair and reasonable and are reasonably required for the protection of the legitimate business interests of the Company, including, but not limited to, protection of the

• Company’s trade secrets and other Confidential Information, goodwill, client/customer and employee relationships, all of which have been developed through great effort and at incalculable expense.

• Consultant represents that Consultant’s experience, capabilities, and personal assets, as well as the consideration and compensation Consultant will receive directly or indirectly under this Consulting Agreement, are such that Consultant’s compliance with Section 7 hereof (and the restrictive covenants incorporated therein) will not prevent the Consultant from either earning a livelihood in the unrestricted business activities which remain open to Consultant or from otherwise adequately and appropriately supporting and Consultant and Consultant’s family. Consultant further agrees that Consultant shall never assert, or permit to be asserted on Consultant’s behalf, in any forum, any position contrary to the foregoing.

• Works for Hire; Assignment of Inventions. Consultant agrees that all works of authorship, copyrightable works, inventions, improvements, designs, discoveries, and the intangible intellectual property rights (including copyrights and trade secrets), created, developed, invented or discovered or contributed to by the Consultant in the performance of the Services provided hereunder (collectively, the “Company IP”) are the sole and exclusive property of the Company. Any copyrightable work(s) prepared by the Consultant for the Company shall be considered “work made for hire” under the United States Copyright Act, 17 U.S.C. § 101 et seq. This includes written and electronic documents (including but not limited to contact lists generated at the Company and computerized address books), audio and video recordings, and any concepts, ideas, or other intellectual property developed for the Company, regardless of whether the intellectual property is actually used by the Company. To the extent any rights to the Company IP initially vest with Consultant, Consultant agrees to assign all rights, titles and interest in the Company IP to the Company, including all copyright in and thereto. In addition, Consultant agrees to assist the Company, or its designee in every proper way to secure the Company’s rights in the Company IP and any copyrights, patents, mask work rights, moral rights or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which the Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company, its successors, assigns, and nominees the sole and exclusive right, title and interest in and to such Company IP, and any copyrights, patents, mask work rights, moral rights or other intellectual property rights relating thereto. Consultant further agrees that Consultant’s obligation to execute or cause to be executed, when it is in Consultant’s power to do so, any such instrument or papers shall continue after the termination of this Consulting Agreement for any reason. If the Company is unable because of Consultant’s mental or physical incapacity, unavailability or for any other reason to secure Consultant’s signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering Company IP or original works of authorship assigned to the Company as above, then Consultant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Consultant’s agent and attorney in fact, to act for and on the Consultant’s behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations thereon with the same legal force and effect as if executed by Consultant.

• Services to Others.

• During the Consulting Period, Consultant shall be entitled to perform services for such additional entities or persons as Consultant shall see fit; provided, however, that: (i) such other services do not interfere in any way with Consultant’s obligations as set forth herein; (ii) Consultant shall not, without the written consent of a duly authorized representative of the Company, directly or indirectly, as an officer, director, employee, consultant, owner, partner, or in any other capacity, solicit, perform, or provide, or attempt to perform or provide Conflicting Services during the Consulting Period; and (iii) Consultant shall remain subject to his obligations under the Retirement

• Agreement, including, without limitation, Paragraphs 11, 12, 13 and 15 thereof. For purposes of this Agreement, “Conflicting Services” means any service on behalf of a product, offering, service, process, or the research and development thereof, that is competitive with any product, offering, service, or process, or the research and development thereof, of the Company, directly or indirectly. For the avoidance of doubt, this Section 7(a) shall not prohibit Consultant from: (x) being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company, so long as Consultant has no active participation in any Competitive Business; (y) serving on the board of directors (or comparable governing bodies) of other companies, including those engaged in a competitive business, provided such service does not involve day-to-day operational or management responsibilities with respect to any Competitive Business; or (z) sourcing and presenting potential sale-leaseback or funding transactions, provided that Consultant complies with his obligations with respect to such Business Opportunities (as defined in the Retirement Agreement) as set forth in Section 14 of the Retirement Agreement.

• The Company’s employees, materials, equipment, resources, Confidential Information (as defined below) and intellectual property shall not be used in connection with any of Consultant’s services to other entities or persons. Consultant shall not, directly or indirectly, disclose any Confidential Information to any person or entity in connection with any services performed for other persons or entities and shall not use such Confidential Information other than in the course of providing the Services to Company.

• In connection with any services to other persons or entities, Consultant shall at all times comply with Consultant’s duties and obligations to the Company and under this Agreement, including, without limitation, the obligations set forth in Section 5 above.

• Consultant represents and warrants to the Company that Consultant is not, and Consultant agrees that, during the Consulting Period, Consultant shall not be, subject to any agreement, instrument, order or decree of any kind, or any other restrictive agreement of any character, that would prevent Consultant from entering into this Agreement or which would be breached upon Consultant’s performance of the Services hereunder.

• Return of Property. Consultant agrees that, to the extent requested by the Company either during or following the termination of the Consulting Period: (i) Consultant shall deliver to the Company (and will not keep in Consultant’s possession or deliver to anyone else) documents and materials that relate in any way to the Services, including, but not limited to, devices, Confidential Information, records, data, notes, reports, proposals, lists, correspondence, drawings, blueprints, other documents or property, or reproductions of any of the aforementioned items developed by Consultant during the Consulting Period or otherwise belonging to the Company and/or any member of the Company Affiliated Group; and/or (ii) if Consultant has used any non-Company computer, electronic device, server, storage drive, “cloud” account, or e-mail system to receive, store, review, prepare or transmit any Confidential Information, Consultant shall use reasonable best efforts permanently delete and expunge such information, unless such deletion or expungement is prohibited by law.

• Injunctive Relief; Tolling. Consultant expressly acknowledges and agrees that monetary damages shall not be a sufficient remedy for any breach or threatened breach by Consultant of the Sections 5, 6, 7 and/or 8 of this Consulting Agreement, and, in addition to any other remedies, the Company and/or Company Affiliated Group shall be entitled to seek specific performance and/or injunctive or other equitable relief without any requirement to post a bond or other security. As a remedy for any such breach or threatened breach, Consultant will reimburse the Company for all court costs and legal fees, including attorneys’ fees, incurred in enforcing Sections 5, 6, 7 and/or 8 of this Consulting Agreement or obtaining any associated relief in connection with a breach or threatened breach of Sections 5, 6, 7 and/or 8 herein. Consultant further acknowledges and agrees that the

• applicable period of each such restrictive covenant shall be tolled during any period of time in which Consultant is in breach or violation of the terms thereof, in order that the Company Affiliated Group shall have all of the agreed-upon temporal protection thereunder.

• Severability. It is the desire and intent of the Parties that the provisions of this Consulting Agreement shall be enforced to the fullest extent permissible under applicable law. If any one or more of the provisions contained in this Agreement is held to be excessively broad as to duration, scope, activity or subject, then the Parties agree that a court or arbitrator is expressly authorized to modify any such provision in lieu of severing the provision, whether by rewriting the offending provision, deleting any or all of the offending provision, adding additional language or by making such other modifications as it deems warranted to carry out the intent and agreement of the Parties as embodied herein to the maximum extent permitted by law. In the event that any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable and incapable of modification, the validity, legality and enforceability of the remainder of this Agreement shall not in any way be affected or impaired thereby.

• Indemnification.

• The Consultant shall indemnify and hold harmless the Company, the Company Affiliated Group, and their respective parents, subsidiaries, divisions and affiliates and each of their respective stockholders, directors, officers, employees and investors (collectively, the “Company Indemnified Parties”) from and against any and all losses, liabilities, claims, damages, costs and expenses (including attorneys’ fees), fines and penalties (“Losses”) suffered by the Company Indemnified Parties, directly or indirectly, arising from or relating to: (i) any breach by the Consultant of this Agreement; (ii) intentional or grossly negligent misconduct in the Consultant’s performance of the Services hereunder; and/or (iii) violation of any law, rule or regulation in connection with the Consultant’s performance of the Services.

• Consultant represents and warrants that the Consultant: (i) shall perform the Services in a timely, good, professional and workmanlike manner and in accordance with high professional standards; (ii) shall perform the Services in compliance with all applicable laws, rules and regulations;; and (iii) has the full legal right to enter into this Agreement.

• The Company shall indemnify and hold harmless Consultant from and against any and all Losses suffered by Consultant, directly or indirectly, arising from or relating to: (i) any breach by the Company of this Agreement; (ii) intentional or grossly negligent misconduct by the Company related to Consultant’s Services hereunder; (iii) violation of any law, rule or regulation in connection by the Company related to Consultant’s Services hereunder; and/or (iv) Consultant’s good-faith actions or omissions in connection with providing the Services hereunder.

• Cooperation. Consultant and the Company agree that certain matters in which Consultant will be involved during Consultant’s engagement hereunder may necessitate Consultant’s assistance and cooperation with the Company in the future, both during and after the Consulting Period. Accordingly, to the extent reasonably requested by the Company, Consultant agrees to assist the Company and cooperate fully in connection with matters arising out of Consultant’s engagement with the Company hereunder, both during and after the Consulting Period. Such assistance and cooperation shall include, but not be limited, requests for information and being available to speak with officers or employees of the Company and/or its counsel at reasonable times and locations, executing accurate and truthful documents and taking such other actions as may reasonably be requested by the Company and/or its counsel: (i) about the business of the Company or Consultant’s involvement and participation therein; (ii) in connection with the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or

• occurrences that transpired during Consultant’s engagement with the Company hereunder or about which Consultant might have knowledge, including, without limitation, in connection with the renewal/revision negotiations with [ * * *]; and (iii) in connection with any investigation or review by any federal, state or local regulatory, quasi-regulatory or self-governing authority as any such investigation or review relates to events or occurrences that transpired during Consultant’s engagement with the Company or about which Consultant might have knowledge. The Company further agrees: (i) to reimburse Consultant for any reasonable, out-of-pocket travel, hotel and meal expenses (for the avoidance of doubt, such reimbursement does not include lost wages or earnings) incurred in connection with Consultant’s performance of obligations pursuant to this Section for which Consultant has obtained prior, written approval from the Company; and (ii) in the event Consultant’s obligations pursuant to this Section during or after the Follow-On Period require a material time commitment outside the Services contemplated under Section 2(b) above, the Company shall pay Consultant reasonable additional compensation to be negotiated in good faith and mutually agreed upon in advance.

• Governing Law; Venue. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the conflict of law provisions thereof. Consultant and the Company agree to submit to the exclusive jurisdiction and forum of the state and/or federal courts located in the State of New York, for any claim, dispute, action, or lawsuit in any way arising out of, relating to, or connected with this Agreement, and/or Consultant’s engagement by the Company or the cessation thereof. Consultant and the Company consent to such court(s) in New York as a convenient forum for any such claim, dispute, action, or lawsuit, and hereby waive any objection to the venue, forum, or jurisdiction for any such claim, dispute, action, or lawsuit proceeding in such court(s). Consultant and the Company agree that Consultant is subject to the jurisdiction of the courts located in the State of New York and may be served with legal process within the State of New York or in any other manner provided by law. CONSULTANT AND THE COMPANY EACH HEREBY WAIVE, AS AGAINST THE OTHER, TRIAL BY JURY IN ANY JUDICIAL PROCEEDING TO WHICH BOTH ARE PARTIES INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT AND/OR CONSULTANT’S ENGAGEMENT BY THE COMPANY OR THE CESSATION THEREOF.

• Successors; Binding Agreement. This Agreement may not be assigned by any Party without the prior written consent of the other Parties, except that no consent is necessary for the Company to assign this Agreement to a member of the Company Affiliated Group or any corporation or other entity succeeding to all or substantially all of the assets or business of the Company, whether by merger, consolidation, stock purchase, exchange, asset purchase or otherwise, and, in each case of a permitted assignment by the Company, the “Company” under this Agreement shall be deemed to include such assignee or successor. Consultant may not subcontractor or otherwise delegate or assign this Agreement or any of their respective obligations hereunder without the prior written consent of a duly authorized representative of the Company. This Agreement shall be binding upon and inure to the benefit of the heirs, successors and permitted assigns of the Parties.

• Entire Agreement. This Consulting Agreement constitute the entire agreement between the Parties pertaining specifically to the financial and other business-related terms concerning the consulting relationship between the Consultant and the Company, and fully supersedes any and all agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any Party hereto respecting this subject matter; provided, however, for the avoidance of doubt, nothing in this Agreement shall impair the Company’s or the Consultant’s obligations under the Retirement Agreement or any confidentiality, non-disparagement, non-competition, non-solicitation, intellectual property and other similar restrictions to which Consultant may be subject under a separate agreement between Consultant, on the one hand, and the Company and/or any other member of the Company Affiliated Group, on the other hand, which shall continue in full force and effect. In the event of any inconsistency between

• this Consulting Agreement and Consultant’s obligations under the Retirement Agreement regarding the construction, validity, interpretation, or enforcement of the Consultant’s obligations under the Retirement Agreement, the terms of the Retirement Agreement shall govern. In addition, no amendment or modification to this Agreement shall be valid unless set forth in writing and signed by duly authorized representative of each of the Parties.

• No Waiver. Any waiver by the Company of a breach of any provision of this Consulting Agreement shall not operate or be construed as a waiver of any subsequent breach.

• Survival. The provisions of Sections 4-12 of this Consulting Agreement shall survive the termination of the Consultant’s consulting relationship with the Company or any termination of this Consulting Agreement for any reason.

• Headings. The headings used in this Agreement are intended for convenience or reference only and shall not in any manner amplify, limit, modify or otherwise be used in the construction or interpretation of any provision of this Agreement.

• Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended or shall be construed to create any third-party beneficiaries other than the members of the Company Affiliated Group.

• Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[remainder of page left intentionally blank; signature page to follow]

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the dates set forth below.

GETTY REALTY CORP.

By: /s/ Christopher J. Constant Date: 1/20/2026

Name: Christopher J. Constant

Title: President and Chief Executive Officer

CONSULTANT

MARK TO MARKET REAL ESTATE SERVICES LLC

By: /s/ Mark Olear Date: 1/20/2026

Name: Mark Olear

Title:

EX-10.12

Exhibit 10.12

Execution Copy

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

This FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of November 19, 2025, between GETTY REALY CORP., a Maryland corporation (the “Borrower”), and BANK OF AMERICA, N.A. (“Bank of America”), as Administrative Agent (in such capacity, the “Administrative Agent”).

WITNESSETH

WHEREAS, a revolving credit facility has been extended to the Borrower pursuant to the Third Amended and Restated Credit Agreement, dated as of January 23, 2025 (as amended, modified, supplemented, increased and extended from time to time prior to the date hereof, the “Existing Credit Agreement”; the Existing Credit Agreement, as amended by this Agreement, the “Amended Credit Agreement”), among the Borrower, certain subsidiaries of the Borrower from time to time party thereto as guarantors (the “Guarantors”; the Guarantors and the Borrower, collectively, the “Loan Parties” and each individually, a “Loan Party”), the lenders from time to time party thereto (the “Lenders”), the Administrative Agent and the L/C Issuers from time to time party thereto;

WHEREAS, the Borrower and the Guarantors are (i) entering into that certain Note Purchase and Guarantee Agreement dated on or about the date hereof with respect to a certain new Unsecured Debt Facility (the “Nov 2025 Note Purchase Agreement”) and (ii) amending the Note Documents pursuant to a Debt Facility Amendment to be entered into on or about the date hereof (the “Nov 2025 Debt Facility Amendment” and together with the Nov 2025 Note Purchase Agreement, the “2025 Debt Facility Documents”);

WHEREAS, (i) the Nov 2025 Note Purchase Agreement contains a financial covenant which is more restrictive or burdensome as against the Borrower than the corresponding financial covenant contained in the Existing Credit Agreement and (ii) the Nov 2025 Debt Facility Amendment amends the Note Documents in a manner that makes one of the financial covenants contained in the Note Documents more restrictive or burdensome as against the Borrower than the corresponding financial covenant contained in the Existing Credit Agreement (the financial covenant referred to in the foregoing clauses (i) and (ii), the “Amended Financial Covenant”);

WHEREAS, Section 7.13(b)(B) of the Existing Credit Agreement provides that the Borrower and the other Loan Parties are not permitted to enter into either 2025 Debt Facility Document unless the Loan Documents have been, or concurrently therewith are, modified in a manner reasonably deemed appropriate by the Administrative Agent to reflect the Amended Financial Covenant;

WHEREAS, Section 11.01(c)(ii)(A) of the Existing Credit Agreement permits the Administrative Agent and the Borrower acting together to, inter alia, cure any inconsistency if such amendment, modification or supplement does not adversely affect the rights of the Administrative Agent or any Lender without further action or consent of any other party thereto; and

WHEREAS, the Borrower and the Administrative Agent have agreed, subject to the terms and conditions hereof, that the Existing Credit Agreement shall be amended as set forth in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

• Defined Terms. Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Amended Credit Agreement.
• Amendments to Credit Agreement. The parties hereto agree that effective as of the First Amendment Effective Date (as defined below):
• Section 1.01 of the Existing Credit Agreement shall be amended to add the following definition thereto in the appropriate alphabetical order:

““Acquisition Spike Period” has the meaning set forth in Section 7.11(a).”

• Section 7.11(a) of the Existing Credit Agreement shall be amended and restated in its entirety to read as follows:

“(a) Maximum Consolidated Leverage Ratio. Permit Consolidated Total Indebtedness at any time to exceed 60% of Total Asset Value; provided that such maximum ratio may exceed 60% during, or as of the end of, any fiscal quarter in which a Material Acquisition occurs and the two (2) consecutive fiscal quarters immediately thereafter (an “Acquisition Spike Period”), but (x) in no event shall such ratio exceed 65% at any time during such Acquisition Spike Period, (y) in no event shall such ratio exceed 60% for more than three consecutive fiscal quarters in any consecutive four fiscal quarter period and (z) no more than two Acquisition Spike Periods shall be permitted during the term of this Agreement.”

• Conditions Precedent. This Agreement shall be effective as of the first date each of the following conditions precedent has been satisfied (the first date each of such conditions precedent has been satisfied being referred to herein as the “First Amendment Effective Date”):
• the Administrative Agent’s receipt of executed counterparts of this Agreement duly executed and delivered by the Borrower and the Administrative Agent;
• the Administrative Agent’s receipt of executed counterparts of the Nov 2025 Note Purchase Agreement duly executed and delivered by each of the parties thereto; and
• the Administrative Agent’s receipt of executed counterparts of the Nov 2025 Debt Facility Amendment duly executed and delivered by each of the parties thereto.

Notwithstanding anything contained herein to the contrary, the conditions precedent contemplated in this Section 3 shall be deemed to have been satisfied when the Administrative Agent executes and delivers this Agreement to the Borrower.

• Representations and Warranties of the Borrower. As of the First Amendment Effective Date, the Borrower represents and warrants (which representations and warranties shall survive the execution and delivery hereof) to the Administrative Agent and the Lenders that:

• it has the power and authority to execute, deliver and perform its obligations under this Agreement and has taken or caused to be taken all necessary company action to authorize the execution, delivery and performance of this Agreement;

• no material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Agreement, except for such approvals, consents, exemptions, authorizations or other actions, notices or filings which have already been completed or obtained;

• this Agreement has been duly executed and delivered on its behalf by a duly authorized officer or other authorized Person, and constitutes its legal, valid and binding obligation enforceable against the Borrower in accordance with its terms, subject to bankruptcy, reorganization, insolvency, moratorium and other similar laws affecting the enforcement of creditors’ rights generally and the exercise of judicial discretion in accordance with general principles of equity;

• no Default or Event of Default has occurred and is continuing; and

• the execution, delivery and performance by the Borrower of this Agreement will not violate any Applicable Law, or any order or decree of any Governmental Authority, or conflict with, or result in the breach of, or constitute a default under, any Contractual Obligation of any Loan Party or any of its Subsidiaries.

• Ratification.

• The Existing Credit Agreement, as amended by this Agreement, and the other Loan Documents remain in full force and effect and are hereby ratified and affirmed by the Borrower. The amendments referred to in Section 2 hereof shall be deemed to have prospective application only in the manner set forth herein. This Agreement is not intended to and shall not constitute a novation of the Existing Credit Agreement.

• This Agreement shall be limited precisely as written and, except as expressly provided herein, shall not be deemed to be a consent granted pursuant to, or a waiver, modification or forbearance of, any term or condition of the Existing Credit Agreement, any other Loan Document or any of the instruments or agreements referred to therein or a waiver of any Default or Event of Default under the Amended Credit Agreement, whether or not known to the Administrative Agent, any L/C Issuer or any of the Lenders.

• Reaffirmation of Obligations. The Borrower, as to itself only, (a) acknowledges and consents to all of the terms and conditions of this Agreement, (b) affirms all of its obligations under the Loan Documents, and (c) agrees that notwithstanding the effectiveness of this Agreement, this Agreement and all documents executed in connection herewith do not operate to reduce or discharge the Borrower’s or any other Loan Party’s obligations under the Existing Credit Agreement and the other Loan Documents, and that such obligations shall continue to be in full force and effect and are hereby confirmed and ratified in all respects, in each case, as amended hereby.

• Governing Law. This Agreement and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement and the transactions contemplated hereby shall be governed by, and construed in accordance with, the law of the State of NEW yORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

• Certain References. Each reference in the Amended Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in each other Loan Document (and the other documents and instruments delivered pursuant to or in connection therewith) to the “Credit Agreement”, “thereunder”, “thereof” or words of like import, shall mean and be a reference to the Existing Credit Agreement as modified hereby and as the Amended Credit Agreement may in the future be amended, restated, supplemented or modified from time to time.

• Modifications. Neither this Agreement, nor any provision hereof, may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the parties hereto.

• Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

• Headings. Section headings in this Agreement are included for convenience of reference only and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

• Miscellaneous. The Loan Parties acknowledge and agree that this Agreement constitutes a Loan Document. Without limiting the foregoing, the provisions of Sections 11.04, 11.14 and 11.17 of the Existing Credit Agreement are incorporated herein by this reference as if set forth herein in full, mutatis mutandis.

[Signature Pages Follow]

IN WITNESS WHEREOF, the Borrower and the Administrative Agent have caused this Agreement to be executed by their officers thereunto duly authorized as of the date hereof.

BORROWER:
	GETTY REALTY CORP.
	By:	/s/ Brian Dickman
		Name:	Brian Dickman
		Title:	Executive Vice President, Chief<br><br>Financial Officer & Treasurer

[Signature Page to First Amendment to Third Amended and Restated Credit Agreement]

ADMINISTRATIVE AGENT:	BANK OF AMERICA, N.A., as Administrative Agent
	By:	/s/ Don B. Pinzon
		Name:	Don B. Pinzon
		Title:	Vice President

[Signature Page to First Amendment to Third Amended and Restated Credit Agreement]

EX-10.18

Exhibit 10.18

Execution Version

(New York Life)

GETTY REALTY CORP.

$25,000,000 3.45% Series N Guaranteed Senior Notes due February 22, 2032

$25,000,000 3.65% Series P Guaranteed Senior Notes due January 20, 2033

$50,000,000 5.52% Series R Guaranteed Senior Notes due September 12, 2029

$25,000,000 5.70% Series S Guaranteed Senior Notes due February 22, 2032

______________

Amended and Restated Note Purchase and Guarantee Agreement

______________

Dated as of November 21, 2024

[Certain information indicated by [***] has been excluded from this Exhibit 10.14 because it is not material.]

Table of Contents

Section 1.	Background; AUTHORIZATION OF Issue of New Notes	1
Section 1.1	Background	1
Section 1.2	Amendment and Restatement of Existing Agreement	1
Section 1.3	Confirmation of Existing Notes	2
Section 1.4	Authorization of Issue of New Notes	2
Section 1.5	Subsidiary Guaranty	2
Section 1.6	Agreement Unsecured	2
Section 2.	Sale and Purchase of New Notes	3
Section 3.	Execution; Closing of New Notes	3
Section 4.	Conditions to EFFECTIVENESS AND Closing	3
Section 4.1	Conditions to Execution Date	3
Section 4.2	Conditions to Closing	6
Section 5.	Representations and Warranties	9
Section 5.1	Organization; Power and Authority	9
Section 5.2	Authorization, Etc	10
Section 5.3	Disclosure	10
Section 5.4	Organization and Ownership of Shares of Subsidiaries; Affiliates	10
Section 5.5	Financial Statements; Material Liabilities	11
Section 5.6	Compliance with Laws, Other Instruments, Etc	11
Section 5.7	Governmental Authorizations, Etc	12
Section 5.8	Litigation; Observance of Agreements, Statutes and Orders	12
Section 5.9	Taxes	12
Section 5.10	Title to Property; Leases	12
-i-
---

Table of Contents

(continued)

Section 5.11	Licenses, Permits, Etc	13
Section 5.12	Compliance with ERISA	13
Section 5.13	Private Offering by the Company	14
Section 5.14	Use of Proceeds; Margin Regulations	14
Section 5.15	Existing Indebtedness; Future Liens	14
Section 5.16	Foreign Assets Control Regulations, Etc	15
Section 5.17	Status under Certain Statutes	16
Section 5.18	Environmental Matters	16
Section 5.19	Economic Benefit	17
Section 5.20	Solvency	17
Section 5.21	Intentionally Omitted	17
Section 5.22	Insurance	17
Section 5.23	Condition of Properties	17
Section 5.24	REIT Status; Stock Exchange Listing	18
Section 5.25	Unencumbered Eligible Properties	18
Section 6.	Representations of the NEw Note Purchasers.	18
Section 6.1	Purchase for Investment	18
Section 6.2	Source of Funds	19
Section 7.	Information as to Company	20
Section 7.1	Financial and Business Information	20
Section 7.2	Officer’s Certificate	24
Section 7.3	Visitation	25
-ii-
---

Table of Contents

(continued)

Section 7.4	Electronic Delivery	25
Section 8.	Payment and Prepayment of the Notes	26
Section 8.1	Maturity	26
Section 8.2	Optional Prepayments with Make-Whole Amount	26
Section 8.3	Intentionally Omitted	26
Section 8.4	Allocation of Partial Prepayments	26
Section 8.5	Maturity; Surrender, Etc	27
Section 8.6	Purchase of Notes	27
Section 8.7	Change in Control Prepayment	27
Section 8.8	Make-Whole Amount	29
Section 8.9	Payments Due on Non-Business Days	31
Section 9.	Affirmative Covenants.	31
Section 9.1	Existence; Conduct of Business; REIT Status	31
Section 9.2	Payment of Obligations	32
Section 9.3	Maintenance of Properties; Insurance	32
Section 9.4	Books and Records	32
Section 9.5	Compliance with Laws	33
Section 9.6	Environmental Laws	33
Section 9.7	Use of Proceeds	33
Section 9.8	Minimum Property Condition	34
Section 9.9	Maintenance of Rating on Notes	34
Section 9.10	Intentionally Omitted	34
-iii-
---

Table of Contents

(continued)

Section 9.11	Intentionally Omitted	34
Section 9.12	Intentionally Omitted	34
Section 9.13	Subsidiary Guarantors	34
Section 9.14	Pari Passu Ranking	35
Section 10.	Negative Covenants	35
Section 10.1	Financial Covenants	35
Section 10.2	Indebtedness	36
Section 10.3	Liens	36
Section 10.4	Fundamental Changes	36
Section 10.5	Dispositions	37
Section 10.6	Limitation on Restricted Payments	38
Section 10.7	Limitation on Investments	38
Section 10.8	Limitation on Transactions with Affiliates	38
Section 10.9	Limitation on Changes in Fiscal Year	38
Section 10.10	Limitation on Lines of Business; Creation of Subsidiaries	38
Section 10.11	Burdensome Agreements	39
Section 10.12	Intentionally Omitted	39
Section 10.13	Accounting Changes	39
Section 10.14	Amendments of Organizational Documents and Certain Debt Documents	40
Section 10.15	Anti-Money Laundering Laws; Sanctions	41
Section 10.16	Anti-Corruption Laws	42
-iv-
---

Table of Contents

(continued)

Section 10.17	Compliance with Environmental Laws	42
Section 11.	Events of Default.	42
Section 12.	Remedies on Default, Etc.	46
Section 12.1	Acceleration	46
Section 12.2	Other Remedies.	46
Section 12.3	Rescission	47
Section 12.4	No Waivers or Election of Remedies, Expenses, Etc	47
Section 13.	Registration; Exchange; Substitution of Notes	47
Section 13.1	Registration of Notes	47
Section 13.2	Transfer and Exchange of Notes	48
Section 13.3	Replacement of Notes	48
Section 14.	Payments on Notes	49
Section 14.1	Place of Payment	49
Section 14.2	Payment by Wire Transfer	49
Section 15.	GUARANTEE	49
Section 15.1	Unconditional Guarantee	49
Section 15.2	Obligations Absolute	50
Section 15.3	Waiver	51
Section 15.4	Obligations Unimpaired	51
Section 15.5	Subrogation and Subordination	52
Section 15.6	Information Regarding the Company	52
Section 15.7	Reinstatement of Guarantee	53
Section 15.8	Subrogation and Contribution Rights	53
-v-
---

Table of Contents

(continued)

Section 15.9	Term of Guarantee	53
Section 15.10	Release of Subsidiary Guarantors	53
Section 15.11	Savings Clause	54
Section 15.12	Contribution	54
Section 16.	Expenses, Etc	55
Section 16.1	Transaction Expenses	55
Section 16.2	Survival	56
Section 17.	Survival of Representations and Warranties; Entire Agreement	56
Section 18.	Amendment and Waiver	56
Section 18.1	Requirements	56
Section 18.2	Solicitation of Holders of Notes	57
Section 18.3	Binding Effect, Etc	57
Section 18.4	Notes Held by Company, Etc	58
Section 19.	Notices	58
Section 20.	Reproduction of Documents	59
Section 21.	Confidential Information	59
Section 22.	Substitution of Purchaser	60
Section 23.	INDEMNITY; DAMAGE WAIVER	61
Section 24.	Miscellaneous	61
Section 24.1	Successors and Assigns	61
Section 24.2	Accounting Terms	62
Section 24.3	Severability	62
Section 24.4	Construction, etc	62
Section 24.5	Counterparts	63
-vi-
---

Table of Contents

(continued)

Section 24.6	Governing Law	63
Section 24.7	Jurisdiction and Process; Waiver of Jury Trial	63
-vii-
---
Schedule A	—	Information Relating to Purchasers
---	---	---
Schedule B	—	Defined Terms
Schedule C	—	Eligible Ground Leases (Legacy)
Schedule 1-A	—	Form of 3.45% Series N Guaranteed Senior Note due February 22, 2032
Schedule 1-B	—	Form of 3.65% Series P Guaranteed Senior Note due January 20, 2033
Schedule 1-C	—	Form of 5.52% Series R Guaranteed Senior Note due September 12, 2029
Schedule 1-D	—	Form of 5.70% Series S Guaranteed Senior Note due February 22, 2032
Schedule 5.4	—	Subsidiaries of the Company and Ownership of Subsidiary Stock
Schedule 5.5	—	Financial Statements
Schedule 5.15	—	Existing Indebtedness
Schedule 5.23	—	Condition of Properties
Exhibit A	—	Form of Joinder

GETTY REALTY CORP.

292 Madison Avenue

New York, New York 10017

3.45% Series N Guaranteed Senior Notes due February 22, 2032

3.65% Series P Guaranteed Senior Notes due January 20, 2033

5.52% Series R Guaranteed Senior Notes due September 12, 2029

5.70% Series S Guaranteed Senior Notes due February 22, 2032

November 21, 2024

To Each of the Purchasers Listed in

Schedule A Hereto:

Ladies and Gentlemen:

GETTY REALTY CORP., a Maryland corporation (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, the “Company”), and each of its Subsidiaries party hereto as a “Subsidiary Guarantor” (collectively, the “Initial Subsidiary Guarantors”) agree with each of the Purchasers as follows:

Section 1. Background; AUTHORIZATION OF Issue of New Notes.

Section 1.1 Background. The Company is currently party to that certain Note Purchase and Guarantee Agreement, dated as of February 22, 2022, among the Company, the Initial Subsidiary Guarantors party thereto and the holders of the Existing Notes (as defined below) issued thereunder (the “Existing Agreement”), which Existing Agreement governs the terms of the Company’s (i) 3.45% Series N Guaranteed Senior Notes due February 22, 2032, in the original aggregate principal amount of $25,000,000 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Series N Notes”) and (ii) 3.65% Series P Guaranteed Senior Notes due January 20, 2033, in the original aggregate principal amount of $25,000,000 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Series P Notes”, and together with the Existing Series N Notes, collectively, the “Existing Notes”).

Certain capitalized and other terms used in this Agreement are defined in Schedule B hereto. References to a “Schedule” or an “Exhibit” are references to a Schedule or Exhibit attached to this Agreement unless otherwise specified. References to a “Section” are references to a Section of this Agreement unless otherwise specified.

Section 1.2 Amendment and Restatement of Existing Agreement.

(a) Effective upon the Execution Date and subject to the satisfaction of the conditions precedent in Section 4.1, the parties hereto hereby agree that this Agreement shall, and hereby does, amend, restate and replace in its entirety the Existing Agreement which, as so amended and restated by this Agreement, continues in full force and effect without rescission or novation thereof. The parties hereto hereby acknowledge and agree

that the amendments to the Existing Agreement set forth herein could have been effected through an agreement or instrument amending such agreement, and for convenience, the parties hereto have agreed to restate the terms and provisions of the Existing Agreement, as amended hereby, pursuant to this Agreement. Effective upon the Execution Date, the Existing Agreement will no longer have any notes outstanding (all of the Existing Notes, as amended and restated hereby, being outstanding under this Agreement effective on such date).

(b) Notwithstanding the foregoing, the representations and warranties of the Company set forth in Section 5 of the Existing Agreement shall be deemed to survive the amendment and restatement of the Existing Agreement, and the representations and warranties of the Company set forth in Section 5 of this Agreement shall be deemed to be additional representations and warranties of the Company made as of the date of this Agreement. Further, the representations and warranties of the purchasers of the Existing Series N Notes set forth in Section 6 of the Existing Agreement shall be deemed to survive the amendment and restatement of the Existing Agreement and the representations and warranties of the purchasers of the Existing Series P Notes set forth in Section 6 of the Existing Agreement shall be deemed to survive the amendment and restatement of the Existing Agreement.

Section 1.3 Confirmation of Existing Notes. The Company hereby acknowledges, agrees and confirms that each of Existing Notes is and shall remain outstanding under, and subject to, the terms of this Agreement and the other Financing Documents, and shall constitute “Notes” for all purposes hereof and of the Financing Documents.

Section 1.4 Authorization of Issue of New Notes. The Company will authorize the issue and sale of its (a) 5.52% Series R Guaranteed Senior Notes due September 12, 2029 in the aggregate principal amount of $50,000,000 (as amended, restated, supplemented or otherwise modified from time to time, the “Series R Notes”, such term to include any such notes issued in substitution, replacement or exchange therefor pursuant to Section 13) and (b) 5.70% Series S Guaranteed Senior Notes due February 22, 2032 in the aggregate principal amount of $25,000,000 (as amended, restated, supplemented or otherwise modified from time to time, the “Series S Notes”, such term to include any such notes issued in substitution, replacement or exchange therefor pursuant to Section 13, and together with the Series R Notes, collectively, the ”New Notes”; the New Notes together with the Series N Notes and the Series P Notes, collectively, the “Notes”). The Series R Notes and the Series S Notes shall be substantially in the form set out in Schedule 1-C and Schedule 1-D hereto, respectively.

Section 1.5 Subsidiary Guaranty. The payment and performance by the Company of its obligations under this Agreement, the Notes and the other Financing Documents are guaranteed by the Subsidiary Guarantors on the terms and conditions set forth in Section 15 hereof.

Section 1.6 Agreement Unsecured. The Notes and this Agreement shall be unsecured.

Section 2. Sale and Purchase of New Notes.

Subject to the terms and conditions of this Agreement, (a) the Company will issue and sell to each Purchaser identified as a Purchaser of Series R Notes on Schedule A hereto (each, a “Series R Purchaser”) and each Series R Purchaser will purchase from the Company, at the Closing provided for in Section 3, the Series R Notes in the principal amount specified opposite such Series R Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount thereof, and (b) the Company will issue and sell to each Purchaser identified as a Purchaser of Series S Notes on Schedule A hereto (each, a “Series S Purchaser”, and together with each Series R Purchaser, collectively, the “New Note Purchasers”) and each Series S Purchaser will purchase from the Company, at the Closing provided for in Section 3, the Series S Notes in the principal amount specified opposite such Series R Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.

Section 3. Execution; Closing of New Notes.

The execution and delivery of this Agreement shall occur on November 21, 2024 (the “Execution Date”). The sale and purchase of the New Notes to be purchased by each applicable New Note Purchaser shall occur at the offices of Akin Gump Strauss Hauer & Feld LLP, One Bryant Park, New York, New York 10036, at 10:00 a.m., Eastern time, at a closing (the “Closing”) on February 25, 2025 or on such other Business Day thereafter as may be agreed upon by the Company and the applicable New Note Purchasers (such date, the “Closing Date”). At the Closing the Company will deliver to each New Note Purchaser the applicable New Notes to be purchased by such New Note Purchaser in the form of a single New Note for each applicable series (or such greater number of such New Notes in denominations of at least $100,000 as such New Note Purchaser may request) dated the Closing Date and registered in such New Note Purchaser’s name (or in the name of its nominee), against delivery by such New Note Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company to the account referred to in the written funding instructions described in Section 4.2(i) below. If at the Closing the Company shall fail to tender the applicable New Notes to any New Note Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to such New Note Purchaser’s satisfaction, such New Note Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such New Note Purchaser may have by reason of any of the conditions specified in Section 4 not having been fulfilled to such New Note Purchaser’s satisfaction or such failure by the Company to tender such New Notes.

Section 4. Conditions to EFFECTIVENESS AND Closing.

Section 4.1 Conditions to Execution Date. The obligations of each Purchaser to enter into this Agreement and (other than with respect to the New Note Purchasers) to amend and restate the Existing Agreement as of the Execution Date are subject to the satisfaction, on or before the Execution Date, of the following conditions, pursuant to documentation in form and substance satisfactory to the Purchasers:

(a) Representations and Warranties. The representations and warranties of the Company in the Existing Agreement shall have been correct when made and the representations and warranties of the Obligors in this Agreement and the other Financing Documents shall be correct when made on the Execution Date.

(b) Performance; No Default. The Obligors shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by them prior to or on the Execution Date. Before and after giving effect to the execution and delivery of this Agreement, (i) no Default or Event of Default (each term as defined in the Existing Agreement) shall have occurred and be continuing and (ii) no Default or Event of Default shall have occurred and be continuing.

(c) Compliance Certificates.

(i) Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated as of the Execution Date, certifying that the conditions specified in Sections 4.1(a), 4.1(b), 4.1(e) and 4.1(f) have been fulfilled.

(ii) Secretary’s Certificate. Each Obligor shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated as of the Execution Date, certifying as to (A) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of this Agreement and the other Financing Documents to which it is a party, (B) the incumbency of the Persons executing and delivering the Financing Documents on behalf of such Obligor, and (C) such Obligor’s Organizational Documents as then in effect.

(d) Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated as of the Execution Date (i) from Jones Day, counsel for the Obligors, covering such matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Obligors hereby instruct their counsel to deliver such opinion to the Purchasers) and (ii) from Gordon Rees Scully Mansukhani, LLP, as special local Maryland and New Jersey counsel to certain of the Obligors, covering such matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Obligors hereby instruct their counsel to deliver such opinion to the Purchasers).

(e) Changes in Corporate Structure. No Obligor shall have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.

(f) Consents and Approvals. All governmental and third-party consents, licenses and approvals necessary in connection with entering into this Agreement have been obtained and remain in full force and effect.

(g) Other Note Agreement. The Company shall have entered into the Prudential Note Agreement in form and substance reasonably satisfactory to such Purchaser. The Company shall have delivered to such Purchaser true, correct and complete copies of the Prudential Note Agreement and all documents, instruments and agreements executed in connection therewith.

(h) Payment of Special Counsel Fees. Without limiting Section 16.1, the Company shall have paid on or before the Execution Date the fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.1(d)(ii) to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the Execution Date.

(i) Initial Subsidiary Guarantors. Each Initial Subsidiary Guarantor shall have duly executed and delivered to each Purchaser an executed counterpart of this Agreement.

(j) Good Standing Certificates. The Company shall have provided such documents and certifications from the appropriate Governmental Authorities to evidence that each Obligor is duly organized or formed, and that each Obligor is validly existing, in good standing and qualified to engage in business in (a) its jurisdiction of organization and (b) each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

(k) Private Placement Numbers. Private Placement Numbers issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the SVO) shall have been obtained for each of the New Notes to be issued at the Closing.

(l) Affirmation of Debt Rating. Not more than ten (10) Business Days prior to Execution Date, the Company shall have delivered a certificate signed by a Responsible Officer thereof, certifying that a Debt Rating of Baa3 or better from Moody’s or BBB- or better from S&P or Fitch has been obtained by the Company (which certification shall also set forth the actual Debt Rating received from such Rating Agency as of such date) and that the Company has not received any written notice of any downgrade or other change thereto and evidence reasonably satisfactory to such Purchaser of such Debt Rating from the applicable Rating Agency (which shall be permitted to be shared with the NAIC).

(m) Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received such counterpart originals or certified or other copies of such documents, certificates, financial information or consents as such Purchaser or such special counsel may reasonably request.

Section 4.2 Conditions to Closing. The obligation of each New Note Purchaser to purchase and pay for the applicable New Notes to be sold to such New Note Purchaser at the Closing on the Closing Date, is subject to the satisfaction, on or before the Closing Date, of the following conditions, pursuant to documentation in form and substance satisfactory to the Purchasers.

(a) Representations and Warranties. The representations and warranties of the Obligors in this Agreement and the other Financing Documents shall be correct when made on the Closing Date.

(b) Performance; No Default. The Obligors shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by them prior to or at the Closing. Before and after giving effect to the issue and sale of the New Notes (and the application of the proceeds thereof as contemplated by Section 5.14), (i) no Default or Event of Default (each term as defined in the Existing Agreement) shall have occurred and be continuing and (ii) no Default or Event of Default shall have occurred and be continuing.

(c) Compliance Certificates.

(i) Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated as of the Closing Date, certifying that the conditions specified in Sections 4.2(a), 4.2(b), 4.2(h), 4.2(n) and 4.2(o) have been fulfilled.

(ii) Secretary’s Certificate. Each Obligor shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated as of the Closing Date, certifying as to (A) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of this Agreement, the Notes and the other Financing Documents to which it is a party, (B) the incumbency of the Persons executing and delivering the Financing Documents on behalf of such Obligor, and (C) such Obligor’s Organizational Documents as then in effect.

(d) Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated as of the Closing Date (i) from Jones Day, counsel for the Obligors, covering such matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Obligors hereby instruct their counsel to deliver such opinion to the Purchasers), (ii) from Gordon Rees Scully Mansukhani, LLP, as special local Maryland and New Jersey counsel

to certain of the Obligors, covering such matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Obligors hereby instruct their counsel to deliver such opinion to the Purchasers) and (iii) from Akin Gump Strauss Hauer & Feld LLP, the Purchasers’ special counsel in connection with such transactions, covering such matters incident to such transactions as such Purchaser may reasonably request.

(e) Purchase Permitted By Applicable Law, Etc. On the Closing Date such New Note Purchaser’s purchase of the applicable New Notes shall (i) be permitted by the laws and regulations of each jurisdiction to which such New Note Purchaser is subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (ii) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the FRB) and (iii) not subject such New Note Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by such New Note Purchaser, such New Note Purchaser shall have received an Officer’s Certificate certifying as to such matters of fact as such New Note Purchaser may reasonably specify to enable such New Note Purchaser to determine whether such purchase is so permitted to the extent such matters of fact are not already included in the representations and warranties made by the Company in Section 5.

(f) Sale of New Notes. Contemporaneously with the Closing, the Company shall sell to each New Note Purchaser and each New Note Purchaser shall purchase the applicable New Notes to be purchased by it at the Closing as specified in Schedule A.

(g) Payment of Special Counsel Fees. Without limiting Section 16.1, the Company shall have paid on or before the Closing the fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.2(d)(ii) to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the Closing Date.

(h) Changes in Corporate Structure. Except as indicated in any written disclosure provided by the Company to the Purchasers in connection with the Closing and to the extent such disclosed transaction is otherwise permitted by the terms of this Agreement, no Obligor shall have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements delivered pursuant to Section 7.1(a) or (b), as applicable.

(i) Funding Instructions. At least three Business Days prior to the Closing Date, each New Note Purchaser shall have received written instructions signed by a Responsible Officer on letterhead of the Company (the “Funding Instruction Letter”) confirming the information specified in Section 3 including (a) the name and address of the transferee bank, (b) such transferee bank’s ABA number, (c) the account name and number into which the purchase price for the applicable New Notes is to be deposited and (d) the telephone number and email address of a contact at each of the Company and the bank to confirm the details of such Funding Instruction Letter.

(j) Good Standing Certificates. The Company shall have provided such documents and certifications from the appropriate Governmental Authorities to evidence that each Obligor is duly organized or formed, and that each Obligor is validly existing, in good standing and qualified to engage in business in (a) its jurisdiction of organization and (b) each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

(k) [Reserved].

(l) No Material Adverse Effect; No Litigation. There has been no event or circumstance since the last day of the fiscal quarter then most recently ended with respect to which financial statements have been delivered to the Purchasers pursuant to Section 7.1(a) or (b), as applicable, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and no action, suit, investigation or proceeding is pending or, to the knowledge of any Obligor, threatened in writing in any court or before any arbitrator or Governmental Authority that (i) relates to this Agreement or any other Financing Document, or any of the transactions contemplated hereby or thereby, or (ii) could reasonably be expected to have a Material Adverse Effect.

(m) Solvency. The Company shall have delivered a certificate, signed by a Responsible Officer thereof, certifying that, immediately prior to, and after giving effect to the transactions to occur on the Closing Date (including, without limitation, (w) the issuance of the New Notes, (x) the issuance of the notes to be issued by the Company on the Closing Date pursuant to the Prudential Note Agreement, (y) the incurrence of any other Indebtedness by the Company and its Subsidiaries on the Closing Date and (z) the application of the proceeds of all such notes and other Indebtedness), the Company and its Subsidiaries, taken as a whole, are Solvent.

(n) Consents and Approvals. All governmental and third-party consents, licenses and approvals necessary in connection with the issuance of the New Notes have been obtained and remain in full force and effect.

(o) Minimum Lease Term Requirement. The Minimum Lease Term Requirement shall be satisfied.

(p) Issuance of Notes Under Prudential Note Agreement. Substantially concurrently with the issuance and sale of the New Notes hereunder on the Closing Date, the Company shall issue and sell to the Prudential Purchasers on the Closing Date $50,000,000 in aggregate principal amount of its 5.70% Series T Guaranteed Senior Notes due February 22, 2032 pursuant to the terms of the Prudential Note Agreement. The Company shall have delivered to such Purchaser true, correct and complete copies of the Prudential Note Agreement and all documents, instruments and agreements executed in connection therewith.

(q) Subsidiary Guarantors. Each Subsidiary required to become a Subsidiary Guarantor pursuant to Section 9.13 shall have duly executed and delivered to each Purchaser an executed counterpart of this Agreement or a Joinder hereto, as applicable, in accordance with the terms and requirements of such Section, and each Subsidiary Guarantor shall have delivered to each Purchaser a confirmation and reaffirmation of its obligations pursuant to Section 15 hereof, in form and substance reasonably satisfactory to such Purchaser.

(r) Affirmation of Debt Rating. Not more than ten (10) Business Days prior to the Closing, the Company shall have delivered (i) a certificate, signed by a Responsible Officer thereof, certifying that a Debt Rating of Baa3 or better from Moody’s or BBB- or better from S&P or Fitch has been obtained by the Company (which certification shall also set forth the actual Debt Rating received from such Rating Agency as of such date and attach a copy of the ratings letter received from such Rating Agency which identifies the outstanding Notes and the respective CUSIP/Private Placement Numbers for each series of Notes) and that the Company has not received any written notice of any downgrade or other change thereto and evidence reasonably satisfactory to such Purchaser of such Debt Rating from the applicable Rating Agency and (ii) a copy of the Private Rating Rationale Report with respect to such Debt Rating, each of which shall be permitted to be shared with the NAIC.

(s) Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received such counterpart originals or certified or other copies of such documents, certificates, financial information or consents as such Purchaser or such special counsel may reasonably request.

Section 5. Representations and Warranties.

Each Obligor jointly and severally represents and warrants to each Purchaser that:

Section 5.1 Organization; Power and Authority. The Company is a corporation or entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified and licensed as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate or company power and authority, and requisite government licenses, authorizations, consents and approvals, to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver the Financing Documents to which it is a party and to perform the provisions thereof.

Section 5.2 Authorization, Etc. The Financing Documents have been duly authorized by all necessary corporate action on the part of each Obligor party thereto, and when executed and delivered hereunder, will have been duly executed and delivered by each Obligor party thereto. This Agreement and the other Financing Documents when executed and delivered constitute a legal, valid and binding obligation of each Obligor party thereto enforceable against each such Obligor in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 5.3 Disclosure. This Agreement, the financial statements listed in Schedule 5.5 and the documents, certificates or other writings delivered to the Purchasers by or on behalf of the Obligors in connection with the negotiation of this Agreement or in connection with the transactions contemplated hereby, including, without limitation, any written disclosures or updates provided by the Company to the Purchasers after the Execution Date (but only to the extent such written disclosures or updates are provided by the Company to the Purchasers on or prior to February 18, 2025) (this Agreement and such documents, certificates, written disclosures or updates or other writings and such financial statements delivered to each Purchaser being referred to, collectively, as the “Disclosure Documents”), taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made; provided that, with respect to projected financial information, the Company represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. Since December 31, 2023, there has been no change in the financial condition, operations, business, properties or prospects of the Company and its Subsidiaries, taken as a whole, except changes that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There is no fact known to the Obligors that could reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the Disclosure Documents (to the extent disclosed prior to the date of this Agreement).

Section 5.4 Organization and Ownership of Shares of Subsidiaries; Affiliates.

(a) Schedule 5.4 (as such Schedule may be updated by the Company in connection with the Closing) contains (except as noted therein) complete and correct lists of the Company’s Subsidiaries as of the Execution Date and as of the Closing Date, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary and whether it is an Initial Subsidiary Guarantor.

(b) All of the outstanding shares of capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 (as such Schedule may be updated by the Company in connection with the Closing) as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Company or another Subsidiary free and clear of any Lien that is prohibited under the Financing Documents.

(c) Each Subsidiary is a corporation or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver the Financing Documents to which it is a party and to perform the provisions thereof.

(d) No Subsidiary is subject to any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4 (as such Schedule may be updated by the Company in connection with the Closing) and customary limitations imposed by corporate law or similar statutes and any restrictions on an Excluded Subsidiary provided in favor of any holder of Secured Indebtedness that is owed to a non-Affiliate of the Company and that is permitted under Section 10.2) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Subsidiary.

Section 5.5 Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed in the Disclosure Documents (to the extent disclosed as of the date of this Agreement or otherwise permitted by the terms of this Agreement).

Section 5.6 Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance of each of the Financing Documents by each Obligor party thereto will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of any Obligor or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, shareholders agreement or any other agreement or instrument to which such Obligor or any Subsidiary is bound or by which such Obligor or any Subsidiary or any of its properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to any Obligor or any Subsidiary or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to any Obligor or any Subsidiary.

Section 5.7 Governmental Authorizations, Etc. No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority or any other Person is required in connection with the execution, delivery or performance by any of the Obligors of any of the Financing Documents.

Section 5.8 Litigation; Observance of Agreements, Statutes and Orders.

(a) There are no actions, suits, investigations or proceedings pending or, to the best knowledge of the Obligors, threatened against or affecting any Obligor or any Subsidiary or any property of any Obligor or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that (i) purport to affect or pertain to this Agreement or any other Financing Document, or any of the transactions contemplated hereby, or (ii) could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) Neither the Obligors nor any Subsidiary is (i) in default under any agreement or instrument to which it is a party or by which it is bound, (ii) in violation of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or (iii) in violation of any applicable law, ordinance, rule or regulation of any Governmental Authority (including, without limitation, Environmental Laws, the USA PATRIOT Act or any of the other laws and regulations that are referred to in Section 5.16), which default or violation could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(c) No Default has occurred or is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Financing Document.

Section 5.9 Taxes. Each Obligor and its Subsidiaries have filed all tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments levied upon them or their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for (i) any taxes and assessments the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which an Obligor or a Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP, or (ii) to the extent that the failure to so file or pay could not reasonably be expected to result in a Material Adverse Effect. There is no proposed tax assessment against any Obligor or any Subsidiary that would reasonably be expected to have a Material Adverse Effect. No Obligor is party to any tax sharing agreement.

Section 5.10 Title to Property; Leases. Each Obligor and their respective Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material to its business, except where the failure to have such good title or valid leasehold interest could not reasonably be expected to have a Material Adverse Effect. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Section 5.11 Licenses, Permits, Etc.

(a) The Company and its Subsidiaries own or possess all licenses, permits, franchises, authorizations, patents, copyrights, proprietary software, service marks, trademarks and trade names, or rights thereto, that individually or in the aggregate are Material to its business, except where the impairment of such ownership or possession is not reasonably expected to have a Material Adverse Effect, without known conflict with the rights of others.

(b) To the best knowledge of the Company, no product or service of the Company or any of its Subsidiaries infringes in any material respect any license, permit, franchise, authorization, patent, copyright, proprietary software, service mark, trademark, trade name or other right owned by any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(c) To the best actual knowledge of the Company, there is no Material violation by any Person of any right of the Company or any of its Subsidiaries with respect to any patent, copyright, proprietary software, service mark, trademark, trade name or other right owned or used by the Company or any of its Subsidiaries.

Section 5.12 Compliance with ERISA.

(a) No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of such Plan by an amount which could reasonably be expected to result in a Material Adverse Effect, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such underfunded Plans by an amount which could reasonably be expected to result in a Material Adverse Effect.

(b) The execution and delivery of this Agreement and the issuance and sale of the Notes hereunder will not involve any transaction that is subject to the prohibitions of section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D) of the Code. The representation by the Obligors to each Purchaser in the first sentence of this Section 5.12(b) is made in reliance upon and subject to the accuracy of such Purchaser’s representation in Section 6.2 as to the sources of the funds to be used to pay the purchase price of the Notes to be purchased by such Purchaser.

Section 5.13 Private Offering by the Company. As of the Closing Date, neither the Company nor anyone acting on its behalf has offered the New Notes or any similar Securities (other than the Company’s unsecured promissory notes offered to the purchasers under the Prudential Note Agreement) for sale to, or solicited any offer to buy the New Notes or any similar Securities from, or otherwise approached or negotiated in respect thereof with, any Person other than the New Note Purchasers and not more than one (1) other Institutional Investors (which number may be updated by the Company in a written disclosure to the Purchasers prior to the Closing Date to reflect any change thereto after the date of this Agreement, so long as the aggregate amount of all such offerees (after giving effect to any such update) does not exceed 10 other Institutional Investors), each of which has been offered the New Notes or such similar Securities (as the case may be) at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the New Notes to the registration requirements of section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction.

Section 5.14 Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the New Notes as provided in Section 9.7. No part of the proceeds from the sale of the New Notes will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the FRB (12 CFR 221), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Section 5.15 Existing Indebtedness; Future Liens.

(a) Except as described therein, Schedule 5.15 (as such Schedule may be updated by the Company in connection with the Closing, provided that any such additional Indebtedness identified on such Schedule is otherwise permitted by the terms of this Agreement) sets forth a complete and correct list of all Indebtedness of the Company and its Subsidiaries for borrowed money as of the Closing Date (and after giving effect to the incurrence and repayment of Indebtedness occurring on the date of this Agreement and on the Closing Date (after giving effect to any update to such Schedule as contemplated herein)) the outstanding principal amount of which exceeds $10,000,000 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranties thereof), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries. The aggregate amount of all outstanding Indebtedness of the Company and its Subsidiaries as of the Closing Date not set forth in Schedule 5.15 (as such Schedule may be updated by the Company in connection with the Closing, provided that any such additional Indebtedness identified on such Schedule is otherwise permitted by the terms of this Agreement) does not exceed $10,000,000. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such

Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

(b) Except as disclosed in Schedule 5.15 (as such Schedule may be updated by the Company in connection with the Closing, provided that any such additional Indebtedness identified on such Schedule is otherwise permitted by the terms of this Agreement), neither the Company nor any Subsidiary has, as of the Closing Date, agreed or consented (i) to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or (ii) to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness.

(c) As of the Closing Date, neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or any other Organizational Document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as disclosed in Schedule 5.15 (as such Schedule may be updated by the Company in connection with the Closing, provided that either (x) any such limitations or restrictions contained in any such instrument or agreement disclosed in such update are not more restrictive than the corresponding limitations and restrictions on Indebtedness set forth in this Agreement, or (y) any such update shall otherwise be reasonably acceptable to the Required Holders).

Section 5.16 Foreign Assets Control Regulations, Etc.

(a) No Obligor nor any Controlled Entity (i) is a Blocked Person, (ii) has been notified that its name appears or may in the future appear on a State Sanctions List or (iii) is a target of sanctions that have been imposed by the United Nations or the European Union.

(b) No Obligor nor any Controlled Entity (i) has violated, been found in violation of, or been charged or convicted under, any applicable U.S. Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws or (ii) to the Company’s actual knowledge, is under investigation by any Governmental Authority for possible violation of any U.S. Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws.

(c) No part of the proceeds from the sale of the Notes hereunder:

(i) constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used by the Company or any Controlled Entity, directly or indirectly, (A) in connection with any investment in, or any transactions or dealings with, any Blocked Person, (B) for any purpose that would cause any Purchaser to be in violation of any U.S. Economic Sanctions Laws or (C) otherwise in violation of any U.S. Economic Sanctions Laws;

(ii) will be used, directly or indirectly, in violation of, or cause any Purchaser to be in violation of, any applicable Anti-Money Laundering Laws; or

(iii) will be used, directly or indirectly, for the purpose of making any improper payments, including bribes, to any Governmental Official or commercial counterparty in order to obtain, retain or direct business or obtain any improper advantage, in each case which would be in violation of, or cause any Purchaser to be in violation of, any applicable Anti-Corruption Laws.

(d) The Obligors have established procedures and controls which they reasonably believe are adequate (and otherwise comply with applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable U.S. Economic Sanctions Laws, Anti-Money Laundering Laws and Anti-Corruption Laws.

Section 5.17 Status under Certain Statutes. Neither the Company nor any Subsidiary is subject to regulation under the Investment Company Act of 1940, as amended.

Section 5.18 Environmental Matters.

(a) Neither the Obligors nor any Subsidiary has knowledge of any claim or has received any notice of any claim and no proceeding has been instituted asserting any claim against any Obligor or any of its Subsidiaries or any of their respective real properties or other assets now or formerly owned, leased or operated by any of them, alleging any damage to the environment or violation of any Environmental Laws, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect.

(b) Neither the Obligors nor any Subsidiary has knowledge of any facts which would give rise to any claim, public or private, of violation of Environmental Laws or damage to the environment emanating from, occurring on or in any way related to real properties now or formerly owned, leased or operated by any of them or to other assets or their use, except, in each case, such as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(c) Neither the Obligors nor any Subsidiary has stored any Hazardous Substances on real properties now or formerly owned, leased or operated by any of them in a manner which is contrary to any Environmental Law that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(d) Neither the Obligors nor any Subsidiary has disposed of any Hazardous Substances in a manner which is contrary to any Environmental Law that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(e) All buildings on all real properties now owned, leased or operated by the Obligors or any Subsidiary are in compliance with applicable Environmental Laws, except where failure to comply could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(f) The Company and its Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Company has reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 5.19 Economic Benefit. The Company and the Subsidiary Guarantors are considered a single consolidated business group of companies for purposes of GAAP and are dependent upon each other for and in connection their respective business activities and financial resources. The execution and delivery by the Purchasers of this Agreement and the provision of the financial accommodations thereunder provide direct and indirect commercial and economic benefits to each Subsidiary Guarantor and the incurrence by the Company of the Indebtedness under this Agreement and the Notes is in the best interests of each Subsidiary Guarantor.

Section 5.20 Solvency. Each of the Company and its Subsidiaries, taken as a whole on a consolidated basis, is Solvent, both immediately before and immediately after giving effect to (w) the issuance and sale of the New Notes, (x) any issuance of notes pursuant to the Prudential Note Agreement, (y) the incurrence of any other Indebtedness by the Company and its Subsidiaries on the Closing Date and (z) the application of the proceeds of all such notes and other Indebtedness.

Section 5.21 Intentionally Omitted.

Section 5.22 Insurance. Except to the extent that the Company and its Subsidiaries are relying on the Tenants as to primary coverage in accordance with the terms of the Leases, the Company and each Subsidiary maintains with insurance companies rated at least A- by A.M. Best & Co., with premiums at all times currently paid, insurance upon fixed assets, including general and excess liability insurance, fire and all other risks insured against by extended coverage, employee fidelity bond coverage, and all insurance required by law, all in form and amounts required by law and customary to the respective natures of their businesses and properties, except in cases where failure to maintain such insurance will not have or potentially have a Material Adverse Effect.

Section 5.23 Condition of Properties. Each of the following representations and warranties is true and correct except to the extent disclosed on Schedule 5.23 (as such Schedule may be updated by the Company in connection with the Closing, provided that any such update shall be reasonably acceptable to the Required Holders) or that the facts and circumstances giving

rise to any such failure to be so true and correct, in the aggregate, could not reasonably be expected to have a Material Adverse Effect:

(a) All of the improvements located on the Properties and the use of said improvements comply and shall continue to comply in all respects with all applicable zoning resolutions, building codes, subdivision and other similar applicable laws, rules and regulations and are covered by existing valid certificates of occupancy and all other certificates and permits required by applicable laws, rules, regulations and ordinances or in connection with the use, occupancy and operation thereof.

(b) No material portion of any of the Properties, nor any improvements located on said Properties that are material to the operation, use or value thereof, have been damaged in any respect as a result of any fire, explosion, accident, flood or other casualty.

(c) No condemnation or eminent domain proceeding has been commenced or to the knowledge of the Company is about to be commenced against any portion of any of the Properties, or any improvements located thereon that are material to the operation, use or value of said Properties.

(d) No notices of violation of any federal, state or local law or ordinance or order or requirement have been issued with respect to any Properties.

Section 5.24 REIT Status; Stock Exchange Listing. The Company is a real estate investment trust under Sections 856 through 860 of the Code. At least one class of common Equity Interests of the Company is listed on the New York Stock Exchange or the NASDAQ Stock Market.

Section 5.25 Unencumbered Eligible Properties. Each property included in any calculation of Unencumbered Asset Value or Unencumbered NOI satisfied, at the time of such calculation, all of the requirements contained in the definition of “Unencumbered Property Criteria”.

Section 6. Representations of the NEw Note Purchasers.

Section 6.1 Purchase for Investment. Each New Note Purchaser severally represents as of the date of this Agreement and as of the Closing Date that it is purchasing the New Notes for its own account or for one or more separate accounts maintained by such New Note Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of such New Note Purchaser’s or their property shall at all times be within such New Note Purchaser’s or their control. Each New Note Purchaser and each Transferee (by its acceptance of any New Note purchased by such Transferee) understands that the New Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the New Notes.

Section 6.2 Source of Funds. Each New Note Purchaser and each Transferee (by its acceptance of any Note purchased by such Transferee) severally represents as of the date that it acquires any Note hereunder that at least one of the following statements is an accurate representation as to each source of funds (a “Source”) to be used by such New Note Purchaser or such Transferee, as applicable, to pay the purchase price of the Notes to be purchased by such New Note Purchaser or such Transferee, as applicable, hereunder:

(a) the Source is an “insurance company general account” (as the term is defined in the United States Department of Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account do not exceed 10% of the total reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such New Note Purchaser’s or such Transferee’s state of domicile; or

(b) the Source is a separate account that is maintained solely in connection with such New Note Purchaser’s or such Transferee’s fixed contractual obligations under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by the investment performance of the separate account; or

(c) the Source is either (i) an insurance company pooled separate account, within the meaning of PTE 90-1 or (ii) a bank collective investment fund, within the meaning of the PTE 91-38 and, except as disclosed by such New Note Purchaser or such Transferee to the Company in writing pursuant to this clause (c), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or

(d) the Source constitutes assets of an “investment fund” (within the meaning of Part VI of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM Exemption), such QPAM is not ineligible pursuant to Part I(g) of the QPAM Exemption, no employee benefit plan’s assets that are managed by the QPAM in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (k) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM maintains an ownership interest in the Company that would cause the QPAM and the Company to be “related” within the meaning

of Part VI(h) of the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any employee benefit plans whose assets in the investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, have been disclosed to the Company in writing pursuant to this clause (d); or

(e) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled by the INHAM (applying the definition of “control” in Part IV(d)(3) of the INHAM Exemption) owns a 10% or more interest in the Company and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been disclosed to the Company in writing pursuant to this clause (e); or

(f) the Source is a governmental plan; or

(g) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this clause (g); or

(h) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.

As used in this Section 6.2, the terms “employee benefit plan,” “governmental plan,” and “separate account” shall have the respective meanings assigned to such terms in section 3 of ERISA.

Section 7. Information as to Company.

Section 7.1 Financial and Business Information. The Company shall deliver to each holder of a Note that is an Institutional Investor:

(a) Quarterly Statements — within 45 days (or such shorter period as is the earlier of (x) 10 days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10‑Q (the “Form 10‑Q”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under the Bank Credit Agreement or the date on which such corresponding financial statements are delivered under the Bank Credit Agreement if such delivery occurs earlier than such required delivery date) after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,

(i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and

(ii) consolidated statements of operations, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter,

setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company’s Form 10‑Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a), provided, further, that the Company shall be deemed to have made such delivery of such Form 10‑Q if it shall have timely made such Form 10‑Q available on “EDGAR” and on its home page on the internet (at the date of this Agreement located at: http://www.gettyrealty.com) and shall have given each holder of a Note prior notice of such availability on EDGAR and on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”);

(b) Annual Statements — within 90 days (or such shorter period as is the earlier of (x) 10 days greater than the period applicable to the filing of the Company’s Annual Report on Form 10‑K (the “Form 10‑K”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under the Bank Credit Agreement or the date on which such corresponding financial statements are delivered under the Bank Credit Agreement if such delivery occurs earlier than such required delivery date) after the end of each fiscal year of the Company, duplicate copies of,

(i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such year, and

(ii) consolidated statements of operations, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries for such year,

setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with

generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form 10‑K for such fiscal year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a‑3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC, shall be deemed to satisfy the requirements of this Section 7.1(b), provided, further, that the Company shall be deemed to have made such delivery of such Form 10‑K if it shall have timely made Electronic Delivery thereof;

(c) SEC and Other Reports — promptly upon their becoming available, one copy of (i) each financial statement, report, notice or proxy statement sent by the Company or any Subsidiary to its principal lending banks as a whole (excluding information sent to such banks in the ordinary course of administration of a bank facility, such as information relating to pricing and borrowing availability) or to its public Securities holders generally, (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such Purchaser or holder), and each prospectus and all amendments thereto filed by the Company or any Subsidiary with the SEC and of all press releases and other statements made available generally by the Company or any Subsidiary to the public concerning developments that are Material and (iii) to the extent requested by any holder, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or similar governing body) (or the audit committee of the board of directors or similar governing body) of any Obligor by independent accountants in connection with the accounts or books of the Company or any Subsidiary, or any audit of any of them;

(d) Projected Financial Statements — no later than March 1 of each calendar year (or, if earlier, fifteen (15) days after the same is approved by the board of directors of the Company), projected consolidated financial statements, including balance sheets, income statements and cash flows of the Company and its Subsidiaries for such calendar year on a quarterly basis (including the fiscal year in which the Maturity Date occurs);

(e) [Intentionally omitted];

(f) Notice of Default or Event of Default — promptly, and in any event within five Business Days of a Responsible Officer becoming aware of the existence of any Default or Event of Default or that any Person has given any notice or taken any action with respect to a claimed default hereunder or that any Person has given any notice or taken any action with respect to a claimed default of the type referred to in Section 11(f), a written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto;

(g) ERISA Matters — promptly, and in any event within five Business Days of a Responsible Officer becoming aware of the same, written notice of the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;

(h) Notices from Governmental Authority — promptly, and in any event within 30 days of receipt thereof, copies of any notice to the Company or any Subsidiary from any federal or state Governmental Authority relating to any order, ruling, statute or other law or regulation that could reasonably be expected to have a Material Adverse Effect;

(i) Resignation or Replacement of Auditors — within ten Business Days following the date on which the Company’s auditors resign or the Company elects to change auditors, as the case may be, notification thereof;

(j) Notice of Material Adverse Events — promptly, and in any event within five days of a Responsible Officer becoming aware of the following:

(i) of any material change in accounting policies or financial reporting practices by any Obligor or any Subsidiary thereof;

(ii) notice of any development that results in, or could reasonably be expected to result in, a Material Adverse Effect so long as disclosure of such information could not result in a violation of, or expose the Company or its Subsidiaries to any material liability under, any applicable law, ordinance or regulation or any agreements with unaffiliated third parties that are binding on the Company, or any of its Subsidiaries or on any Property of any of them;

(iii) notice of any action or proceeding against or of any noncompliance by any Obligor or any of its Subsidiaries with any Environmental Law or Environmental Permit that could reasonably be expected to have a Material Adverse Effect; or

(iv) notice of (x) any potential or known Release, or threat of Release, of any Hazardous Materials in violation of any applicable Environmental Law at any Property; (y) any violation of any Environmental Law that any Obligor or any of their respective Subsidiaries reports in writing or is reportable by such Person in writing (or for which any written report supplemental to any oral report is made) to any federal, state or local environmental agency or (z) any inquiry, proceeding, investigation, or other action, including a notice from any agency of potential Environmental Liability, of any federal, state or local environmental agency or board, that involves any Property, in each case that could reasonably be expected to result in a Material Adverse Effect;

(k) Information Required by Rule 144A — and any Qualified Institutional Buyer designated by such holder, promptly, upon the request of any such holder, such financial and other information as such holder may reasonably determine to be necessary in order to permit compliance with the information requirements of Rule 144A under the Securities Act in connection with the resale of Notes, except at such times as the Company is subject to and in compliance with the reporting requirements of section 13 or 15(d) of the Exchange Act;

(l) Changes in Debt Rating — promptly following any such announcement, notice of any public announcement by any Acceptable Rating Agency of any change in a Debt Rating; provided that the provisions of this clause (l) shall only apply on and after the Investment Grade Pricing Effective Date;

(m) Incremental Facilities — promptly following the effectiveness of any Incremental Revolving Increase or Incremental Term Loan Increase (each as defined in the Bank Credit Agreement), (i) notice of such Incremental Revolving Increase or Incremental Term Loan Increase (including the aggregate amount thereof); and (ii) a duly completed Officer’s Certificate executed by a Senior Financial Officer of the Company certifying that the Company is in compliance with Section 10.2 of this Agreement (with calculations in reasonable detail demonstrating compliance with the financial covenants in Section 10.1 of this Agreement on a pro forma basis after giving effect to the funding of all loans to be made on the effective date for such Incremental Revolving Increase or Incremental Term Loan Increase, as applicable); and

(n) Requested Information — with reasonable promptness, such other data and information relating to the Properties, business, operations, affairs, financial condition, or assets or properties of the Company or any of its Subsidiaries (including, but without limitation, actual copies of the Company’s Form 10‑Q and Form 10‑K) or relating to the ability of the Company to perform its obligations hereunder and under the Notes as from time to time may be reasonably requested by any such holder of a Note, so long as disclosure of such information would not result in a violation of any applicable law, ordinance or regulation or any agreement with an unaffiliated third party that is binding on the Company or any of its Subsidiaries.

Section 7.2 Officer’s Certificate. Each set of financial statements delivered to a holder of a Note pursuant to Section 7.1(a) or Section 7.1(b) shall be accompanied by a certificate of a Senior Financial Officer (which, in the case of Electronic Delivery of any such financial statements, shall be by separate concurrent delivery of such certificate to each holder of a Note):

(a) Default — certifying as to whether a Default or Event of Default has occurred and, if a Default or Event of Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto;

(b) Covenant Compliance — setting forth reasonably detailed calculations demonstrating compliance with Section 10.1; provided that in the event that the Company or any Subsidiary has made an election to measure any financial liability using fair value (which election is being disregarded for purposes of determining compliance with this Agreement pursuant to Section 24.2) as to the period covered by any such financial statement, such Senior Financial Officer’s certificate as to such period shall include a reconciliation from GAAP with respect to such election;

(c) Change in GAAP — if any material change in the application of GAAP has occurred since the date of the Audited Financial Statements referred to in Section 5.5, a description of such change and the effect of such change on the financial statements accompanying such certificate; and

(d) Calculations — setting forth reasonably detailed calculations, in form and substance reasonably satisfactory to the Required Holders, of Unencumbered Asset Value as of the last day of the fiscal period covered by such certificate.

Section 7.3 Visitation. The Company shall permit the representatives of each holder of a Note that is an Institutional Investor, upon reasonable prior notice during normal business hours, to visit and inspect its properties (subject to the rights of tenants or subtenants in possession), to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested.

Section 7.4 Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Certificates that are required to be delivered by the Company pursuant to Section 7.1(a), 7.1(b) or 7.1(c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirements:

(i) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate satisfying the requirements of Section 7.2 are delivered to each holder of a Note by e-mail;

(ii) the Company shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at http://www.gettyrealty.com as of the date of this Agreement;

(iii) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each holder of Notes has free access; or

(iv) the Company shall have filed any of the items referred to in Section 7.1(c) with the SEC and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access;

provided however, that in the case of any of clauses (ii), (iii) or (iv), the Company shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 19, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Section 8. Payment and Prepayment of the Notes.

Section 8.1 Maturity. As provided therein, the entire unpaid principal balance of each Note shall be due and payable on the Maturity Date thereof.

Section 8.2 Optional Prepayments with Make-Whole Amount. The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes of any series, in an amount not less than $1,000,000, or any larger multiple of $100,000, in the case of a partial prepayment, at 100% of the principal amount so prepaid, and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of each series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than ten days and not more than 60 days prior to the date fixed for such prepayment unless the Company and the Required Holders agree to another time period pursuant to Section 18. Each such notice shall specify such date (which shall be a Business Day), the series and the aggregate principal amount of each series of Notes to be prepaid on such date, the principal amount of each Note of each such series held by such holder to be prepaid (determined in accordance with Section 8.4), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amounts due in connection with such prepayment (calculated by series and as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of each series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amounts as of the specified prepayment date. Notwithstanding anything contained herein to the contrary, (a) in the event of any prepayment of the Notes pursuant to the provisions of this Section 8.2 at any time when a Default or Event of Default shall have occurred and be continuing, the principal amount of the Notes to be prepaid shall be allocated among all of the Notes then outstanding (regardless of series) in proportion, as nearly as practicable, to the respective unpaid principal balances of all such Notes, and (b) the Company, in its discretion, may, at any time during the Open Prepayment Period, freely prepay all of the outstanding Series N Notes and/or Series P Notes pursuant to this Section 8.2 without payment of any Make-Whole Amount and, so long as no Default or Event of Default then exists or would result therefrom, without a pro rata prepayment of any other series of Notes at the time outstanding and no Make-Whole Amount shall be due or payable in connection with any such prepayment of the Series N Notes or Series P Notes, as applicable, pursuant to this clause (b) during the Open Prepayment Period.

Section 8.3 Intentionally Omitted.

Section 8.4 Allocation of Partial Prepayments. In the case of each partial prepayment of any series of Notes pursuant to Section 8.2, the principal amount of the Notes of such series to be prepaid shall be allocated among all of the Notes of such applicable series of Notes being prepaid at the time outstanding (except to the extent provided in the last sentence of Section 8.2) in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment.

Section 8.5 Maturity; Surrender, Etc. In the case of each prepayment of Notes pursuant to Section 8.2, the Company may defer or abandon such optional prepayment upon written notice to the holders of the Notes. The Company shall keep each holder of Notes reasonably and timely informed of (i) any such deferral of the date of prepayment, (ii) the date on which such prepayment is expected to occur, and (iii) any determination by the Company to rescind such notice of prepayment. From and after the date fixed for such prepayment (if not deferred or abandoned), unless the Company shall fail to pay such principal amount when so due and payable, together with the interest and Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall cease to accrue. Any Note paid or prepaid in full shall be surrendered to the Company and cancelled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note.

Section 8.6 Purchase of Notes. The Company will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except upon the payment or prepayment of the Notes in accordance with this Agreement and the Notes. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment or prepayment of Notes pursuant to this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Section 8.7 Change in Control Prepayment.

(a) Notice of Change in Control or Control Event. The Company will, within five Business Days after any Senior Financial Officer has knowledge of the occurrence of any Change in Control or Control Event, give written notice of such Change in Control or Control Event to each holder of Notes unless notice in respect of such Change in Control (or the Change in Control contemplated by such Control Event) shall have been given pursuant to subparagraph (b) of this Section 8.7. If a Change in Control has occurred, such notice shall contain and constitute an offer to prepay Notes as described in subparagraph (c) of this Section 8.7 and shall be accompanied by the certificate described in subparagraph (g) of this Section 8.7.

(b) Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 30 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph (g) of this Section 8.7, and (ii) contemporaneously with such Change in Control, it prepays all Notes required to be prepaid in accordance with this Section 8.7.

(c) Offer to Prepay Notes. The offer to prepay Notes contemplated by subparagraphs (a) or (b) of this Section 8.7 shall be an offer to prepay, in accordance with and subject to this Section 8.7, all, but not less than all, the Notes held by each holder of Notes (the terms “holder” and “holder of Notes”, for purposes of this Section 8.7, shall refer to the beneficial owner in respect of any Note registered in the name of a nominee for a disclosed beneficial owner) on a date specified in such offer (the “Change in Control Prepayment Date”). If such Change in Control Prepayment Date is in connection with an offer contemplated by subparagraph (a) of this Section 8.7, such date shall be not less than

20 days and not more than 45 days after the date of such offer (if the Change in Control Prepayment Date shall not be specified in such offer, the Change in Control Prepayment Date shall be the first Business Day after the 20th day after the date of such offer).

(d) Acceptance/Rejection. A holder of Notes may accept the offer to prepay made pursuant to this Section 8.7 by causing a notice of such acceptance to be delivered to the Company not later than fifteen (15) days after receipt by such holder of the most recent offer of prepayment. A failure by a holder to respond to an offer to prepay made pursuant to this Section 8.7 shall be deemed to constitute an acceptance of such offer by such holder.

(e) Prepayment. Prepayment of the Notes to be prepaid pursuant to this Section 8.7 shall be at 100% of the principal amount of such Notes, together with interest on such Notes accrued to the date of prepayment and the Make-Whole Amount. The prepayment shall be made on the Change in Control Prepayment Date except as provided in subparagraph (f) of this Section 8.7.

(f) Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (b) and accepted in accordance with subparagraph (d) of this Section 8.7 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control has not occurred on the Change in Control Prepayment Date in respect thereof, the prepayment shall be deferred until, and shall be made on, the date on which such Change in Control occurs. The Company shall keep each holder of Notes reasonably and timely informed of (i) any such deferral of the date of prepayment, (ii) the date on which such Change in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 in respect of such Change in Control shall be deemed rescinded).

(g) Officer’s Certificate. Each offer to prepay the Notes pursuant to this Section 8.7 shall be accompanied by a certificate, executed by a Senior Financial Officer of the Company and dated the date of such offer, specifying: (i) the Change in Control Prepayment Date; (ii) that such offer is made pursuant to this Section 8.7; (iii) the principal amount and series of each Note offered to be prepaid; (iv) the interest that would be due on each Note offered to be prepaid, accrued to the Change in Control Prepayment Date; (v) the estimated Make-Whole Amount due with respect to each Note offered to be prepaid, setting forth the details of such computation (assuming the date of such certificate were the date of prepayment), (vi) that the conditions of this Section 8.7 have been fulfilled; and (vii) in reasonable detail, the nature and date or proposed date of the Change in Control. Additionally, two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

(h) Certain Definitions.

“Change in Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Exchange Act and the rules of the SEC thereunder as in effect on the date of this Agreement) of Equity Interests representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Company; (b) during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Company cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body; (c) any Change of Control (as such term is defined in the Bank Credit Agreement) under the Bank Credit Agreement so long as the Bank Credit Agreement is in effect; (d) any Change in Control (as such term is defined in the Prudential Note Agreement) under the Prudential Note Agreement so long as the Prudential Note Agreement is in effect; (e) any Change in Control (as such term is defined in the MetLife Note Agreement) under the MetLife Note Agreement so long as the MetLife Note Agreement is in effect; (f) any Change in Control (as such term is defined in the Barings Note Agreement) under the Barings Note Agreement so long as the Barings Note Agreement is in effect; or (g) any Change in Control (as such term is defined in the AIG Note Agreement) under the AIG Note Agreement so long as the AIG Note Agreement is in effect.

“Control Event” means:

(i) the execution by the Company or any of its Subsidiaries or Affiliates of any agreement or letter of intent with respect to any proposed transaction or event or series of transactions or events which, individually or in the aggregate, may reasonably be expected to result in a Change in Control, or

(ii) the execution of any written agreement which, when fully performed by the parties thereto, would result in a Change in Control.

Section 8.8 Make-Whole Amount.

“Make-Whole Amount” means, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:

“Called Principal” means, with respect to any Note, the principal of such Note that is to be prepaid pursuant to Section 8.2 or Section 8.7 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.

“Discounted Value” means, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal.

“Reinvestment Yield” means, with respect to the Called Principal of any Note, 0.50% over the yield to maturity implied by the yield(s) reported as of 10:00 a.m. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” (or such other display as may replace Page PX1) on Bloomberg Financial Markets for the most recently issued actively traded on-the-run U.S. Treasury securities (“Reported”) having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. If there are no such U.S. Treasury securities Reported having a maturity equal to such Remaining Average Life, then such implied yield to maturity will be determined by (a) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between the yields Reported for the applicable most recently issued actively traded on-the-run U.S. Treasury securities with the maturities (1) closest to and greater than such Remaining Average Life and (2) closest to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Note.

If such yields are not Reported or the yields Reported as of such time are not ascertainable (including by way of interpolation), then “Reinvestment Yield” means, with respect to the Called Principal of any Note, 0.50% over the yield to maturity implied by the U.S. Treasury constant maturity yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (or any comparable successor publication) for the U.S. Treasury constant maturity having a term equal to the Remaining Average Life of such Called Principal as of such Settlement Date. If there is no such U.S. Treasury constant maturity having a term equal to such Remaining Average Life, such implied yield to maturity will be determined by interpolating linearly between (1) the U.S. Treasury constant maturity so reported with the term closest to and greater than such Remaining Average Life and (2) the U.S. Treasury constant maturity so reported with the term closest to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Note.

“Remaining Average Life” means, with respect to any Called Principal, the number of years obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (b) the number of years, computed on the basis of a 360-day year composed of twelve 30-day months and calculated to two decimal places, that will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment.

“Remaining Scheduled Payments” means, with respect to the Called Principal of any Note, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest payments are due to be made under the Notes, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.5 or Section 12.1.

“Settlement Date” means, with respect to the Called Principal of any Note, the date on which such Called Principal is to be prepaid pursuant to Section 8.2 or Section 8.7 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.

Section 8.9 Payments Due on Non-Business Days. Anything in this Agreement or the Notes to the contrary notwithstanding (but without limiting the requirement in Section 8.5 that the notice of any prepayment specify a Business Day as the date fixed for such prepayment), (x) subject to clause (y), any payment of interest on any Note that is due on a date that is not a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day; and (y) any payment of principal of or Make-Whole Amount on any Note (including principal due on the Maturity Date of such Note) that is due on a date that is not a Business Day shall be made on the next succeeding Business Day and shall include the additional days elapsed in the computation of interest payable on such next succeeding Business Day.

Section 9. Affirmative Covenants.

The Company covenants that so long as any of the Notes are outstanding:

Section 9.1 Existence; Conduct of Business; REIT Status.

(a) The Company will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business, except where the failure to so preserve, renew or keep in force and effect could not reasonably be expected to have a Material Adverse Effect.

(b) The Company shall do all things necessary to (x) preserve, renew and keep in full force and effect its status as a real estate investment trust under Sections 856 through 860 of the Code and (y) remain publicly traded with securities listed on the New York Stock Exchange or the NASDAQ Stock Market.

Section 9.2 Payment of Obligations. The Company will, and will cause each of its Subsidiaries to, pay its obligations, including, without limitation, tax liabilities, assessments and governmental charges, all lawful claims of materialmen, mechanics, carriers, warehousemen and landlords for labor, materials, supplies and rentals, that, if not paid, could result in a Material Adverse Effect before the same shall become delinquent or in default, except where:

(a) the validity or amount thereof is being contested in good faith by appropriate proceedings;

(b) the Company or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP; and

(c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.

Section 9.3 Maintenance of Properties; Insurance. The Company will, and will cause each of its Subsidiaries to:

(a) (i) require its Tenants to (x) maintain, preserve and protect in good working order and condition, ordinary wear and tear and casualty and condemnation excepted, all of (A) its Unencumbered Properties, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect and (B) its other material properties and equipment necessary in the operation of its business, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect; and (y) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so would not reasonably be expected to have a Material Adverse Effect and (ii) use commercially reasonable efforts to cause its Tenants to comply with such requirements; and

(b) (i) maintain, or require and use commercially reasonable efforts to cause its Tenants to maintain, with financially sound and reputable insurance companies that are not Affiliates of the Company, insurance with respect to its properties and its business covering loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons and providing for not less than 30 days’ prior notice to the holders of Notes of the termination, lapse or cancellation of such insurance; provided that if any Tenant fails to maintain such insurance, or as of any date any such insurance maintained by a Tenant is no longer in effect, within 30 days after a Responsible Officer becomes aware of such failure or such date, as applicable, the Company shall, or shall cause its applicable Subsidiary to, obtain and maintain such insurance.

Section 9.4 Books and Records. The Company will, and will cause each of its Subsidiaries to, (a) keep proper books of record and account in which full, true and correct entries in conformity with GAAP consistently applied are made of all dealings and transactions in relation to its business and activities and (b) maintain such books of record and account in material

conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Company or such Subsidiary, as the case may be.

Section 9.5 Compliance with Laws. The Company will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where (a) such law, rule, regulation or order is being contested in good faith by appropriate proceedings or (b) the failure to comply with such law, rule, regulations or order, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Section 9.6 Environmental Laws. The Company will, and will cause each of its Subsidiaries to:

(a) comply with, require its Tenants to comply with and use commercially reasonable efforts to ensure compliance by all Tenants, if any, with, all applicable Environmental Laws and Environmental Permits applicable to any Property, except in such instances in which (i) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted, or (ii) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect;

(b) obtain and renew or require its Tenants to obtain and renew, and use commercially reasonable efforts to ensure that all Tenants comply with and maintain and renew, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and

(c) conduct and complete, or require and use commercially reasonable efforts to ensure that its Tenants conduct and complete, any investigation, study, sampling and testing, and undertake any cleanup, response, removal, remedial or other action necessary to remove, remediate and clean up all Hazardous Materials at, on, under or emanating from any Property as necessary to maintain compliance with the requirements of all applicable Environmental Laws except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect (provided that if a Tenant fails to comply with any such requirement, the Company shall be required to comply therewith, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect); provided, however, that no Obligor or Subsidiary thereof shall be required to undertake any such cleanup, removal, remedial or other action to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP.

Section 9.7 Use of Proceeds. The proceeds from the sale of the Notes will be used only for general corporate purposes. No part of the proceeds from the sale of any Note will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the FRB, including Regulations T, U and X.

Section 9.8 Minimum Property Condition. The Company shall comply, at all times, with the Minimum Property Condition.

Section 9.9 Maintenance of Rating on Notes. The Company shall, at its sole cost and expense, maintain at all times a Debt Rating on the Series R Notes and Series S Notes from at least one Acceptable Rating Agency that indicates that it will monitor the Debt Rating on an ongoing basis; provided, however, in the event that a Debt Rating for the Series R Notes or Series S Notes is not maintained at any time, the Company may satisfy the foregoing covenant by using commercially reasonable efforts to obtain a new Debt Rating for the Series R Notes and the Series S Notes, as applicable, from another Acceptable Rating Agency. At any time that the Debt Rating maintained pursuant to this Section 9.9 is not a public rating, the Company shall provide to each holder of a Series R Note and Series S Note (x) at least annually (on or before each anniversary of the Closing Date), and (y) promptly upon any change in such Debt Rating, an updated Private Rating Letter evidencing such Debt Rating and an updated Private Rating Rationale Report with respect to such Debt Rating. In addition to the foregoing information and any information specifically required to be included in any Private Rating Rationale Report (as set forth in the definition thereof), if the SVO or any other Governmental Authority having jurisdiction over any holder of the Series R Notes and Series S Notes from time to time requires any additional information with respect to the Debt Rating of the Series R Notes and Series S Notes, the Company shall use commercially reasonable efforts to procure such information from the Acceptable Rating Agency.

Section 9.10 Intentionally Omitted.

Section 9.11 Intentionally Omitted.

Section 9.12 Intentionally Omitted.

Section 9.13 Subsidiary Guarantors. The Company will cause each of its Subsidiaries that Guarantees or otherwise becomes liable at any time, whether as a borrower, issuer or an additional or co-borrower or co-issuer or otherwise, for or in respect of any Indebtedness under the Bank Credit Agreement, the Prudential Note Agreement, the MetLife Note Agreement, the Barings Note Agreement, the AIG Note Agreement, any Additional Note Agreement and/or any other document, instrument or agreement evidencing or governing any other Unsecured Debt, to concurrently therewith:

(a) become a Subsidiary Guarantor by executing and delivering to each holder of a Note a Joinder; and

(b) deliver to each holder of a Note a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Section 5.2, 5.4(c), 5.6, 5.7 and 5.19 of this Agreement (with respect to such Subsidiary);

(c) duly execute and deliver to each holder of a Note all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite

action on the part of such Subsidiary of the execution and delivery of such Joinder and the performance by such Subsidiary of its obligations thereunder; and

(d) deliver to each holder of a Note an opinion of counsel reasonably satisfactory to the Required Holders and covering such matters substantially addressed in the opinion of counsel delivered pursuant to Section 4.1(d)(i) hereof on the date of this Agreement, but relating to such Subsidiary and such Joinder.

Section 9.14 Pari Passu Ranking.

The Obligors’ obligations under the Financing Documents to which they are a party will, upon issuance of the Notes, rank at least pari passu, without preference or priority, with (i) all of their respective obligations under the Bank Loan Documents, the Prudential Note Agreement, the MetLife Note Agreement, the Barings Note Agreement and the AIG Note Agreement and (ii) all other present and future unsecured and unsubordinated indebtedness of the Obligors (including all Pari Passu Obligations).

Section 10. Negative Covenants.

The Company covenants that so long as any of the Notes are outstanding:

Section 10.1 Financial Covenants. The Company shall not:

(a) Minimum Consolidated Tangible Net Worth. Permit Consolidated Tangible Net Worth at any time to be less than the sum of (i) $664,751,000, plus (ii) an amount equal to 75% of the net proceeds received by the Company from issuances and sales of Equity Interests of the Company occurring after June 30, 2021 (other than proceeds received within ninety (90) days before or after the redemption, retirement or repurchase of Equity Interests in the Company up to the amount paid by the Company in connection with such redemption, retirement or repurchase, in each case where, for the avoidance of doubt, the net effect is that the Company shall not have increased its net worth as a result of any such proceeds).

(b) Minimum Fixed Charge Coverage Ratio. Permit the Fixed Charge Coverage Ratio, as of the last day of any fiscal quarter of the Company, to be less than 1.5:1.00.

(c) Maximum Consolidated Leverage Ratio. Permit Consolidated Total Indebtedness at any time to exceed 60% of Total Asset Value; provided, that such maximum ratio may exceed 60% during, or as of the end of, any fiscal quarter in which a Material Acquisition occurs and the consecutive two fiscal quarters immediately thereafter, but in no event shall such ratio exceed 65% at any time or exceed 60% for more than three consecutive fiscal quarters in any consecutive four fiscal quarter period.

(d) [Intentionally Omitted].

(e) Maximum Secured Indebtedness. Permit Consolidated Secured Indebtedness at any time to exceed 30% of Total Asset Value.

(f) Maximum Unsecured Leverage Ratio. Permit Consolidated Unsecured Debt at any time to exceed 60% of Unencumbered Asset Value; provided, that such maximum ratio may exceed 60% during, or as of the end of, any fiscal quarter in which a Material Acquisition occurs and the consecutive two fiscal quarters immediately thereafter, but in no event shall such ratio exceed 65% at any time or exceed 60% for more than three consecutive fiscal quarters in any consecutive four fiscal quarter period.

(g) Minimum Unencumbered Interest Coverage Ratio. Permit the Unencumbered Interest Coverage Ratio, as of the last day of any fiscal quarter of the Company, to be less than 1.75:1.00.

Section 10.2 Indebtedness. The Company will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness unless (a) no Default or Event of Default has occurred and is continuing immediately before and after the incurrence of such Indebtedness and (b) immediately after giving effect to the incurrence of such Indebtedness, the Company shall be in compliance, on a pro forma basis, with the provisions of Section 10.1.

Section 10.3 Liens. The Company shall not, nor shall it permit any Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Lien on (i) any Unencumbered Eligible Property other than Permitted Property Encumbrances, (ii) any Equity Interest of any Unencumbered Property Subsidiary other than Permitted Equity Encumbrances or (iii) any income from or proceeds of any of the foregoing. The Company shall not, nor shall it permit any Subsidiary to sign, file or authorize under the Uniform Commercial Code of any jurisdiction a financing statement that includes in its collateral description any portion of any Unencumbered Eligible Property (unless such description relates to a Permitted Property Encumbrance), any Equity Interest of any Unencumbered Property Subsidiary (unless such description relates to a Permitted Equity Encumbrance) or any income from or proceeds of any of the foregoing.

Section 10.4 Fundamental Changes. The Company shall not, nor shall it permit any Subsidiary to, directly or indirectly, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions and whether effected pursuant to a Division or otherwise) all or substantially all of its assets or all of substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default or Event of Default exists or would result therefrom and the Company is in compliance, on a pro forma basis, with the provisions of Section 10.1(b) and Section 10.1(c):

(a) (i) any Person may merge into an Obligor in a transaction in which such Obligor is the surviving Person (provided that the Company must be the survivor of any merger involving the Company), subject to the requirements of Section 9.13, (ii) any Person (other than an Obligor unless such Obligor is the surviving Person of such merger) may merge with or into a Subsidiary (other than an Obligor), (iii) any Obligor or any Subsidiary may sell, lease, transfer or otherwise Dispose of its assets to another Obligor or another Subsidiary, subject to the requirements of Section 9.13, which in the event of a consummation of a Division shall apply to all Division Successors, (iv) any Subsidiary (other than an Obligor) may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company, and (v) an

Obligor or any Subsidiary may sell, transfer or otherwise Dispose of Equity Interests of a Subsidiary (other than an Obligor);

(b) in connection with any acquisition permitted under Section 10.7, any Subsidiary of the Company may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be a Wholly-Owned Subsidiary of the Company and shall comply with the requirements of Section 9.13;

(c) any Subsidiary of the Company may Dispose of all or substantially all of its assets (upon voluntary liquidation, pursuant to a Division or otherwise) to the Company or to another Subsidiary of the Company; provided that if the transferor in such a transaction is an Unencumbered Property Subsidiary, then the transferee must be an Unencumbered Property Subsidiary, and provided, further, that if any Subsidiary consummates a Division, the Company must comply with the obligations set forth in Section 9.13 with respect to each Division Successor; and

(d) Dispositions permitted by Section 10.5(d) shall be permitted under this Section 10.4.

Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to (i) merge, dissolve or liquidate or consolidate with or into any other Person unless after giving effect thereto the Company is the sole surviving Person of such transaction and no Change in Control results therefrom, (ii) consummate a Division or (iii) engage in any transaction pursuant to which it is reorganized or reincorporated in any jurisdiction other than a State of the United States of America or the District of Columbia.

No such conveyance, transfer or lease of substantially all of the assets of the Company shall have the effect of releasing the Company or any successor corporation or limited liability company that shall theretofore have become such in the manner prescribed in this Section 10.4 from its liability under this Agreement or the Notes.

Section 10.5 Dispositions. The Company shall not, nor shall it permit any Subsidiary to, directly or indirectly, make any Disposition or enter into any agreement to make any Disposition, or, in the case of any Subsidiary of the Company, issue, sell or otherwise Dispose of any of such Subsidiary’s Equity Interests to any Person, except:

(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;

(b) Dispositions of property by any Subsidiary of the Company to the Company or to another Subsidiary of the Company; provided that if the transferor is an Unencumbered Property Subsidiary, the transferee thereof must be an Unencumbered Property Subsidiary;

(c) Dispositions permitted by Section 10.4(a), 10.4(b) or 10.4(c); and

(d) (i) the Disposition of any Property and (ii) the sale or other Disposition of all, but not less than all, of the Equity Interests of any Subsidiary; provided that no Default or Event of Default shall have occurred and be continuing or would result therefrom; provided further that if (x) such Property is an Unencumbered Eligible Property or (y) such Subsidiary is an Unencumbered Property Subsidiary, then at least two Business Days prior to the date of such Disposition, the holders of Notes shall have received an Officer’s Certificate certifying that at the time of and immediately after giving effect to such Disposition (A) the Company shall be in compliance, on a pro forma basis, with the provisions of Section 10.1(b) and Section 10.1(c) and (B) no Default or Event of Default shall have occurred and be continuing or would result under any other provision of this Agreement from such Disposition.

Section 10.6 Limitation on Restricted Payments. The Company shall not, nor shall it permit any Subsidiary to, directly or indirectly, declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that the following shall be permitted:

(a) the Company and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person;

(b) the Company may make Restricted Payments in cash in an aggregate amount in any fiscal year, in each case, not to exceed the greater of (i) 95% of Funds From Operations for such fiscal year and (ii) the amount of Restricted Payments required to be paid or distributed by the Company in order for it to (x) maintain its REIT Status and (y) avoid the payment of federal or state income or excise tax; provided, that no Restricted Payments in cash will be permitted during the existence of an Event of Default arising under Section 11(a) or Section 11(b), following acceleration of any of the Obligations or during the existence of an Event of Default arising under Section 11(g) or Section 11(h); and

(c) each Subsidiary of the Company may make Restricted Payments pro rata to the holders of its Equity Interests.

Section 10.7 Limitation on Investments. The Company shall not, nor shall it permit any Subsidiary to, directly or indirectly, make any Investments, except Permitted Investments.

Section 10.8 Limitation on Transactions with Affiliates. The Company shall not, nor shall it permit any Subsidiary to, enter into any transaction of any kind with any Affiliate of the Company, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Company or a Subsidiary thereof as would be obtainable by the Company or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate; provided that the foregoing restriction shall not apply to (i) transactions between or among the Obligors, (ii) transactions between or among Wholly-Owned Subsidiaries and (iii) Investments and Restricted Payments expressly permitted hereunder.

Section 10.9 Limitation on Changes in Fiscal Year. Permit the fiscal year of the Company to end on a day other than December 31, unless otherwise required by any applicable law, rule or regulation.

Section 10.10 Limitation on Lines of Business; Creation of Subsidiaries. The Company will not, and will not permit any Subsidiary to:

(a) engage, directly or indirectly, in any line of business other than the Permitted Businesses; or

(b) create or acquire any Subsidiary on or after the date of this Agreement, unless (x) within thirty (30) days after the date that such Subsidiary first acquires an asset each holder of a Note has been provided with written notice of same and (y) within sixty (60) days after the date that such Subsidiary first acquires any assets such Subsidiary shall have executed a Joinder and otherwise have complied with the provisions of Section 9.13 (including clauses (b) – (d) thereof); provided further, however, no such Subsidiary shall be required to execute such Joinder if such Subsidiary is an Excluded Subsidiary.

Section 10.11 Burdensome Agreements. The Company shall not, nor shall it permit any Subsidiary to, directly or indirectly, enter into any Contractual Obligation (other than any Financing Document or any Permitted Pari Passu Provision) that limits the ability of (i) any Subsidiary to make Restricted Payments to the Company or any Subsidiary Guarantor (except for any restrictions on an Excluded Subsidiary provided in favor of any holder of Secured Indebtedness that is owed to a non-Affiliate of the Company and that is permitted under Section 10.2), (ii) any Subsidiary (other than an Excluded Subsidiary) to transfer property to the Company or any Subsidiary Guarantor, (iii) any Subsidiary of the Company (other than an Excluded Subsidiary) to Guarantee the Notes or any of the obligations under this Agreement or (iv) any Obligor to create, incur, assume or suffer to exist Liens on property of such Person to secure the Notes or any obligations under this Agreement or any Subsidiary Guarantee; provided, that clauses (i), (ii) and (iv) of this Section 10.11 shall not prohibit any (A) Negative Pledges incurred or provided in favor of any holder of Secured Indebtedness that is owed to a non-Affiliate of the Company and that is permitted under Section 10.2 (provided that such limitation on Negative Pledges shall only be effective against the assets or property securing such Indebtedness), (B) Negative Pledges contained in any agreement in connection with a Disposition permitted by Section 10.5 (provided that such limitation shall only be effective against the assets or property that are the subject of Disposition), and (C) limitations on Restricted Payments or Negative Pledges by reason of customary provisions in joint venture agreements or other similar agreements applicable to Subsidiaries that are not Wholly-Owned Subsidiaries.

Section 10.12 Intentionally Omitted.

Section 10.13 Accounting Changes. The Company shall not make any change in (a) accounting policies or reporting practices, except as required or permitted by GAAP, or (b) its fiscal year.

Section 10.14 Amendments of Organizational Documents and Certain Debt Documents. The Company shall not, nor shall it permit any Obligor to:

(a) modify, amend, amend and restate or supplement the terms of any Organizational Document of any Obligor, without, in each case, the express prior written consent or approval of the Required Holders, if such changes would adversely affect in any material respect the rights of the holders of Notes hereunder or under any of the other Financing Documents; provided that if such prior consent or approval is not required, the Company shall nonetheless notify the holders of Notes in writing promptly after any such modification, amendment, amendment and restatement, or supplement to the Organizational Documents of any Obligor;

(b) directly or indirectly, enter into, incur, consent to, approve, authorize or otherwise suffer or permit to exist any agreement with respect to, or any amendment, amendment and restatement, supplement or other modification of, any of the Bank Loan Documents, the Prudential Note Agreement, the MetLife Note Agreement, the Barings Note Agreement, the AIG Note Agreement or any of the documents relating to an Unsecured Debt Facility of any member of the Consolidated Group (each a “Debt Facility Amendment”), that (i) contains, or would directly or indirectly have the effect of adding, any financial covenant (whether set forth as a covenant, undertaking, event of default, restriction, prepayment event or other such provision) that is more restrictive or burdensome as against the Company or any of its Subsidiaries than those contained in this Agreement or would directly or indirectly have the effect of making any of the existing financial covenants included therein more restrictive or burdensome as against the Company or any of its Subsidiaries than those contained in this Agreement or (ii) contains, or would directly or indirectly have the effect of adding, any new provision regarding eligibility requirements for “pool properties” (whether set forth as a covenant, undertaking, event of default, restriction, prepayment event or other such provision) that is more restrictive or burdensome as against the Company or any of its Subsidiaries than those contained in this Agreement or would directly or indirectly have the effect of making any of the existing provisions regarding eligibility requirements for “pool properties” therein more restrictive or burdensome as against the Company or any of its Subsidiaries than those contained in this Agreement, in each case, unless (A) the Required Holders have consented thereto in writing or (B) the Financing Documents have been, or concurrently therewith are, modified in a manner reasonably deemed appropriate by the Required Holders to reflect such Debt Facility Amendment (including, without limitation, in the case of any Debt Facility Amendment that has the effect of modifying any financial covenant, reflecting any applicable cushion (if any) that exists between the covenant levels in the Financing Documents and the Bank Loan Documents, the Prudential Note Agreement, the MetLife Note Agreement, the Barings Note Agreement, the AIG Note Agreement or the documents relating to an Unsecured Debt Facility (determined on a percentage basis based on the then applicable covenant levels under the Financing Documents and, as applicable, the Bank Loan Documents, the Prudential Note Agreement, the MetLife Note Agreement, the Barings Note Agreement, the AIG Note Agreement or the documents relating to such Unsecured Debt Facility immediately prior to such Debt Facility Amendment);

(c) directly or indirectly, enter into, incur, consent to, approve, authorize or otherwise suffer or permit to exist any Debt Facility Amendment that would directly or indirectly have the effect of granting a Lien to secure any Indebtedness or other obligations arising under any Bank Loan Document, the Prudential Note Agreement, the MetLife Note Agreement, the Barings Note Agreement, the AIG Note Agreement or any Unsecured Debt Facility unless the obligations of the Obligors under the Notes, this Agreement and the Subsidiary Guarantees are concurrently secured equally and ratably with the Bank Loan Documents, the Prudential Note Agreement, the MetLife Note Agreement, the Barings Note Agreement, the AIG Note Agreement or such Unsecured Debt Facility pursuant to documentation reasonably acceptable to the Required Holders in substance and in form, including, without limitation, an intercreditor agreement and opinions of counsel from counsel to the Obligors that are reasonably acceptable to the Required Holders; and

(d) directly or indirectly, consent to, approve, authorize or otherwise suffer or permit any Debt Facility Amendment that would directly or indirectly have the effect of shortening the maturity of any Indebtedness arising under any of the Bank Loan Documents, the Prudential Note Agreement, the MetLife Note Agreement, the Barings Note Agreement, the AIG Note Agreement or of any Unsecured Debt Facility or accelerating or adding any requirement for amortization thereof.

Section 10.15 Anti-Money Laundering Laws; Sanctions. The Company shall not, nor shall it permit any Controlled Entity to:

(a) directly or indirectly, engage in any transaction, investment, undertaking or activity that conceals the identity, source or destination of the proceeds from any category of prohibited offenses designated in any law, regulation or other binding measure by the Organization for Economic Cooperation and Development’s Financial Action Task Force on Money Laundering (solely to the extent such Organization has jurisdiction over the Company or any Controlled Entity and such law, regulation or other measure is applicable to, and binding on, the Company or any Controlled Entity) or violate these laws or any other applicable Anti-Money Laundering Law or engage in these actions;

(b) directly or indirectly, use the proceeds of any Note, or lend, contribute or otherwise make available such proceeds to any Controlled Entity, joint venture partner or other individual or entity, to fund any activities of or business with any individual or entity, or in any Designated Jurisdiction, that, at the time of such funding, is subject to sanctions under U.S. Economic Sanctions Laws, or in any other manner that will result in a violation by any individual or entity (including any individual or entity participating in the Transactions, whether as Purchaser, holder of a Note or otherwise) of U.S. Economic Sanctions Laws; or

(c) (i) become (including by virtue of being owned or controlled by a Blocked Person), own or control a Blocked Person, (ii) directly or indirectly to have any investment in or engage in any dealing or transaction with any Person if such investment, dealing or transaction (x) would cause any holder or any affiliate of such holder to be in violation of

any, or subject to sanctions under, any law or regulation applicable to such holder, or (y) is prohibited by or subject to sanctions under any U.S. Economic Sanctions Laws.

Section 10.16 Anti-Corruption Laws. The Company shall not, nor shall it permit any Controlled Entity to, directly or indirectly use the proceeds of any Note for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, as amended, or other applicable Anti-Corruption Laws.

Section 10.17 Compliance with Environmental Laws. The Company shall not, nor shall it permit any Subsidiary to, do, or permit any other Person to do, any of the following: (a) use any of the Real Property or any portion thereof as a facility for the handling, processing, storage or disposal of Hazardous Materials except for quantities of Hazardous Materials used in the ordinary course of business and in material compliance with all applicable Environmental Laws, (b) cause or permit to be located on any of the Real Property any underground tank or other underground storage receptacle for Hazardous Materials except in compliance in all material respects with Environmental Laws, (c) generate any Hazardous Materials on any Property except in compliance in all material respects with Environmental Laws, (d) conduct any activity at any Property in any manner that could reasonably be contemplated to cause a Release of Hazardous Materials on, upon or into the Property or any surrounding properties or any threatened Release of Hazardous Materials which might give rise to liability under CERCLA or any other Environmental Law, or (e) directly or indirectly transport or arrange for the transport of any Hazardous Materials except in compliance in all material respects with Environmental Laws, except in each case (as to any of the foregoing clauses (a), (b), (c), (d) and (e)) where any such use, location of underground storage tank or storage receptacle, generation, conduct or other activity has not had and could not reasonably be expected to have a Material Adverse Effect.

Section 11. Events of Default.

An “Event of Default” shall exist if any of the following conditions or events shall occur and be continuing:

(a) the Company defaults in the payment of any principal or Make-Whole Amount, if any, on any Note when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise; or

(b) the Company defaults in the payment of any interest on any Note for more than five Business Days after the same becomes due and payable; or

(c) the Company defaults in the performance of or compliance with any term contained in Section 7.1, 7.2, 7.3, 9.1, 9.3(b), 9.7, 9.8, 9.13 or 9.15, or in Section 10; or

(d) the Company or any Subsidiary Guarantor defaults in the performance of or compliance with any term contained herein (other than those referred to in Sections 11(a), (b) and (c)) or in any other Financing Document and such default is not remedied within 30 days after the earlier of (i) a Responsible Officer obtaining actual knowledge of such default and (ii) the Company receiving written notice of such default from any holder of a Note (any such written notice to be identified as a “notice of default” and to refer specifically to this Section 11(d)); or

(e) any representation or warranty made or deemed made by or on behalf of any Obligor in or in connection with this Agreement (including pursuant to Section 5 of the Existing Agreement) or any amendment or modification hereof or waiver hereunder or any other Financing Document, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any amendment or modification hereof or waiver hereunder or any other Financing Document, shall prove to have been incorrect in any material respect when made or deemed made or any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be incorrect or misleading in any respect after giving effect to such qualification when made or deemed made; or

(f) (i) any Obligor or any Subsidiary thereof (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Recourse Indebtedness or Guarantee of Recourse Indebtedness (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement), individually or in the aggregate with all other Recourse Indebtedness as to which such a failure exists, of more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any Recourse Indebtedness or Guarantee of Recourse Indebtedness having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement), individually or in the aggregate with all other Recourse Indebtedness as to which such a failure exists, of more than the Threshold Amount or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded (but, in any event, as to both the foregoing clauses (i)(A) and/or (i)(B), only if the applicable failure, default or event continues to exist after the passage of any applicable grace or cure period provided with respect thereto); (ii) any Obligor or any Subsidiary thereof (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Non-Recourse Indebtedness or Guarantee of Non-Recourse Indebtedness having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement), individually or in the aggregate with all other Non-Recourse Indebtedness as to which such a failure exists, of more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any Non-Recourse Indebtedness or Guarantee of Non-Recourse Indebtedness having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement), individually or in the aggregate with all other Non-Recourse Indebtedness

as to which such a failure exists, of more than the Threshold Amount or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded (but, in any event, as to both the foregoing clauses (ii)(A) and/or (ii)(B), only if the applicable failure, default or event continues to exist after the passage of any applicable grace or cure period provided with respect thereto); or (iii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which any Obligor or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the Company or any Subsidiary is an Affected Party (as so defined) and, in either event, the aggregate Swap Termination Values owed by the Company and all such Subsidiaries as a result thereof is greater than the Threshold Amount; or

(g) (i) the Company or any Significant Subsidiary becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within 30 days after its issue or levy; or

(h) the Company or any Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such

proceeding; or is adjudicated as insolvent or to be liquidated; or takes corporate action for the purpose of any of the foregoing under this clause (h); or

(i) there is entered against the Company or any Significant Subsidiary (i) one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments and orders) exceeding $30,000,000 (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of thirty (30) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

(j) (i) an ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of any Obligor under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount that could reasonably be expected to have a Material Adverse Effect, or (ii) any Obligor or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount that could reasonably be expected to have a Material Adverse Effect; or

(k) (i) any provision of any Financing Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the obligations of the Company under, and in respect of, this Agreement, the Notes and the other Financing Documents, ceases to be in full force and effect; or (ii) any Obligor contests in any manner the validity or enforceability of any provision of any Financing Document; or (iii) any Obligor denies that it has any or further liability or obligation under any provision of any Financing Document, or purports to revoke, terminate or rescind any provision of any Financing Document, in the case of clauses (i), (ii) and (iii), in any material respect; or

(l) the Company shall cease, for any reason, to maintain its status as a real estate investment trust under Sections 856 through 860 of the Code, after taking into account any cure provisions set forth in the Code that are complied with by the Company; or

(m) any “Event of Default” under (and as defined in) the Bank Loan Documents, the Prudential Note Agreement, the MetLife Note Agreement, the Barings Note Agreement or the AIG Note Agreement shall occur.

Section 12. Remedies on Default, Etc.

Section 12.1 Acceleration.

(a) If an Event of Default with respect to the Company described in Section 11(g) or (h) (other than an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable.

(b) If any other Event of Default has occurred and is continuing, the Required Holders may at their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable.

(c) If any Event of Default described in Section 11(a) or (b)) has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable.

Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Section 12.2 Other Remedies.

(a) If any Default or Event of Default has occurred and is continuing, and irrespective of whether any Notes have become or have been declared immediately due and payable under Section 12.1, the holder of any Note at the time outstanding may proceed to protect and enforce the rights of such holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in any other Financing Document, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise.

(b) In addition to, and in no way limiting, the foregoing remedies, upon the occurrence of an Event of Default, each holder of any Note at the time outstanding shall have the following remedies available, which remedies may be exercised at the same or different times as each other or as the remedies set forth in Sections 12.1 or 12.2(a):

(i) such holder may exercise all other rights and remedies under any and all of the other Financing Documents;

(ii) such holder may exercise all other rights and remedies it may have under any applicable law; and

(iii) to the extent permitted by applicable law, such holder shall be entitled to the appointment of a receiver or receivers for the assets and properties of the Company and its Subsidiaries, without notice of any kind whatsoever and without regard to the adequacy of any security for the obligations of the Company hereunder or under the other Financing Documents or the solvency of any party bound for its payment, and to exercise such power as the court shall confer upon such receiver.

Section 12.3 Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, on any Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 18, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Section 12.4 No Waivers or Election of Remedies, Expenses, Etc. No course of dealing and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder’s rights, powers or remedies. No right, power or remedy conferred by any Financing Document upon any holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations of the Company under Section 16, the Company will pay to the holder of each Note on demand such further amount as shall be sufficient to cover all reasonable out-of-pocket costs and expenses of such holder incurred in any enforcement or collection under this Section 12, including, without limitation, reasonable attorneys’ fees, expenses and disbursements.

Section 13. Registration; Exchange; Substitution of Notes.

Section 13.1 Registration of Notes. The Company shall keep at its principal executive office a register for the registration and registration of transfers of Notes. The name and address of each holder of one or more Notes, each transfer thereof and the name and address of each transferee of one or more Notes shall be registered in such register. If any holder of one or more Notes is a nominee, then (a) the name and address of the beneficial owner of such Note or Notes shall also be registered in such register as an owner and holder thereof and (b) at any such

beneficial owner’s option, either such beneficial owner or its nominee may execute any amendment, waiver or consent pursuant to this Agreement. Prior to due presentment for registration of transfer, the Person(s) in whose name any Note(s) shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company shall give to any holder of a Note that is an Institutional Investor promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes.

Section 13.2 Transfer and Exchange of Notes. Upon surrender of any Note to the Company at the address and to the attention of the designated officer (all as specified in Section 19(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes of the same series (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Schedule 1-A, Schedule 1-B, Schedule 1-C or Schedule 1-D as applicable. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2.

Section 13.3 Replacement of Notes. Upon receipt by the Company at the address and to the attention of the designated officer (all as specified in Section 19(iii)) of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such loss, theft, destruction or mutilation), and

(a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to the Company (provided that if the holder of such Note is, or is a nominee for, an original Purchaser or another holder of a Note with a minimum net worth of at least $100,000,000 or a Qualified Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or

(b) in the case of mutilation, upon surrender and cancellation thereof,

within ten Business Days thereafter, the Company at its own expense shall execute and deliver, in lieu thereof, a new Note of the same series, dated and bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon.

Section 14. Payments on Notes.

Section 14.1 Place of Payment. Subject to Section 14.2, payments of principal, Make-Whole Amount, if any, and interest becoming due and payable on the Notes shall be made in New York, New York at the principal office of JPMorgan Chase Bank, N.A. in such jurisdiction. The Company may at any time, by notice to each holder of a Note, change the place of payment of the Notes so long as such place of payment shall be either the principal office of the Company in such jurisdiction or the principal office of a bank or trust company in such jurisdiction.

Section 14.2 Payment by Wire Transfer. So long as any Purchaser or its nominee shall be the holder of any Note, and notwithstanding anything contained in Section 14.1 or in such Note to the contrary, the Company will pay all sums becoming due on such Note for principal, Make-Whole Amount, if any, interest and all other amounts becoming due hereunder by wire transfer in accordance with the instructions specified for such purpose below such Purchaser’s name in Schedule A, or in accordance with such other instructions as such Purchaser shall have from time to time specified to the Company in writing for such purpose, without the presentation or surrender of such Note or the making of any notation thereon, except that upon written request of the Company made concurrently with or reasonably promptly after payment or prepayment in full of any Note, such Purchaser shall surrender such Note for cancellation, reasonably promptly after any such request, to the Company at its principal executive office or at the place of payment most recently designated by the Company pursuant to Section 14.1. Prior to any sale or other disposition of any Note held by a Purchaser or its nominee, such Purchaser will, at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Note to the Company in exchange for a new Note or Notes pursuant to Section 13.2. The Company will afford the benefits of this Section 14.2 to any Institutional Investor that is the direct or indirect transferee of any Note purchased by a Purchaser under this Agreement and that has made the same agreement relating to such Note as the Purchasers have made in this Section 14.2.

Section 15. GUARANTEE.

Section 15.1 Unconditional Guarantee. Each Subsidiary Guarantor hereby irrevocably, unconditionally and jointly and severally with the other Subsidiary Guarantors guarantees to each holder, the due and punctual payment in full of (a) the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions of

the Notes, this Agreement or any other Financing Document (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guarantee in the preceding sentence (the “Unconditional Guarantee”) is an absolute, present and continuing guarantee of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Guaranteed Obligations (including, without limitation, any other Subsidiary Guarantor) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Subsidiary Guarantor jointly and severally agrees to pay the same when due to the holders entitled thereto, without demand, presentment, protest or notice of any kind, in U.S. dollars, pursuant to the requirements for payment specified in the Notes and this Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Subsidiary Guarantor agrees that the Notes issued in connection with this Agreement may (but need not) make reference to this Section 15.

Each Subsidiary Guarantor hereby acknowledges and agrees that it’s liability hereunder is joint and several with the other Subsidiary Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Financing Documents.

Section 15.2 Obligations Absolute. The obligations of each Subsidiary Guarantor hereunder shall be primary, absolute, irrevocable and unconditional, irrespective of the validity or enforceability of the Notes, this Agreement, any other Financing Document or any other instrument referred to therein or herein, shall not be subject to any counterclaim, setoff, deduction or defense based upon any claim a Subsidiary Guarantor may have against the Company or any holder or otherwise, and shall remain in full force and effect without regard to, and shall not be released, discharged or in any way affected by, any circumstance or condition whatsoever (whether or not such Subsidiary Guarantor shall have any knowledge or notice thereof), including, without limitation: (a) any amendment to, modification of, supplement to or restatement of the Notes, this Agreement, any other Financing Document or any other instrument referred to therein or herein (it being agreed that the joint and several obligations of each Subsidiary Guarantor hereunder shall apply to the Notes, this Agreement or any other Financing Document as so amended, modified, supplemented or restated) or any assignment or transfer of any thereof or of any interest therein, or any furnishing, acceptance, enforcement, realization or release of any security for the Notes (or any application of the proceeds thereof as the holders, in their sole discretion, may determine) or the addition, substitution or release of any other Subsidiary Guarantor or any other entity or other Person primarily or secondarily liable in respect of the Guaranteed Obligations; (b) any waiver, consent, extension, indulgence, enforcement, failure to enforce or other action or inaction under or in respect of the Notes, this Agreement, any other Financing Document or any other instrument referred to therein or herein; (c) any bankruptcy, insolvency, arrangement, reorganization, readjustment, composition, liquidation or similar proceeding with respect to the Company, any other Subsidiary Guarantor or any of their respective properties; (d) any merger, amalgamation or consolidation of any Subsidiary Guarantor or of the Company into or with any other Person or any sale, lease or transfer of any or all of the assets of any Subsidiary Guarantor or of the Company to any Person; (e) any failure on the part of the Company for any reason to comply with or perform any of the terms of any other agreement with any Subsidiary Guarantor; (f) any failure on the part of any holder to obtain, maintain, register or otherwise perfect any security; or (g) any other event or circumstance which might otherwise constitute a legal or equitable discharge or defense of a

guarantor (whether or not similar to the foregoing), and in any event however material or prejudicial it may be to any Subsidiary Guarantor or to any subrogation, contribution or reimbursement rights any Subsidiary Guarantor may otherwise have. Each Subsidiary Guarantor covenants that its obligations hereunder will not be discharged except by indefeasible payment in full in cash of all of the Guaranteed Obligations and all other obligations hereunder.

Section 15.3 Waiver. Each Subsidiary Guarantor unconditionally waives to the fullest extent permitted by law, (a) notice of acceptance hereof, of any action taken or omitted in reliance hereon and of any default by the Company or any Subsidiary Guarantor in the payment of any amounts due under the Notes, this Agreement, any other Financing Document or any other instrument referred to therein or herein, and of any of the matters referred to in Section 15.2 hereof, (b) all notices which may be required by statute, rule of law or otherwise to preserve any of the rights of any holder against any Subsidiary Guarantor, including, without limitation, presentment to or demand for payment from the Company or any Subsidiary Guarantor with respect to any Note, notice to the Company or to any Subsidiary Guarantor of default or protest for nonpayment or dishonor and the filing of claims with a court in the event of the bankruptcy of the Company or any Subsidiary Guarantor, (c) any right to require any holder to enforce, assert or exercise any right, power or remedy including, without limitation, any right, power or remedy conferred in this Agreement, the Notes or any other Financing Document, (d) any requirement for diligence on the part of any holder and (e) any other act or omission or thing or delay in doing any other act or thing which might in any manner or to any extent vary the risk of any Subsidiary Guarantor or otherwise operate as a discharge of any Subsidiary Guarantor or in any manner lessen the obligations of any Subsidiary Guarantor hereunder.

Section 15.4 Obligations Unimpaired.

(a) The holders shall have no obligation to proceed against any additional or substitute endorsers or guarantors or to pursue or exhaust any security provided by the Company, any Subsidiary Guarantor or any other Person or to pursue any other remedy available to the holders.

(b) If an event permitting the acceleration of the maturity of the principal amount of any Notes shall exist and such acceleration shall at such time be prevented or the right of any holder to receive any payment on account of the Guaranteed Obligations shall at such time be delayed or otherwise affected by reason of the pendency against the Company, any Subsidiary Guarantor or any other guarantor of a case or proceeding under a Debtor Relief Law, each Subsidiary Guarantor agrees that, for purposes of this Section 15 and its obligations hereunder, the maturity of such principal amount shall be deemed to have been accelerated with the same effect as if the holder thereof had accelerated the same in accordance with the terms of Section 12, and the Subsidiary Guarantors shall forthwith pay such accelerated Guaranteed Obligations.

Section 15.5 Subrogation and Subordination.

(a) No Subsidiary Guarantor will exercise any rights which it may have acquired by way of subrogation under this Section 15, by any payment made hereunder or otherwise, or accept any payment on account of such subrogation rights, or any rights of reimbursement, contribution or indemnity or any rights or recourse to any security for the Notes or this Section 15 unless and until all of the Guaranteed Obligations shall have been indefeasibly paid in full in cash.

(b) Each Subsidiary Guarantor hereby subordinates the payment of all Indebtedness and other obligations of the Company or any other guarantor of the Guaranteed Obligations owing to such Subsidiary Guarantor, whether now existing or hereafter arising, including, without limitation, all rights and claims described in clause (a) of this Section 15.5, to the indefeasible payment in full in cash of all of the Guaranteed Obligations. If the Required Holders so request, any such Indebtedness or other obligations shall be enforced and performance received by a Subsidiary Guarantor as trustee for the holders and the proceeds thereof shall be paid over to the holders promptly, in the form received (together with any necessary endorsements) to be applied to the Guaranteed Obligations, whether matured or unmatured, as may be directed by the Required Holders, but without otherwise reducing or affecting in any manner the liability of any Subsidiary Guarantor under this Section 15.

(c) Subject to the terms of Section 15.12, if any amount or other payment is made to or accepted by any Subsidiary Guarantor in violation of either of the preceding clauses (a) and (b) of this Section 15.5, such amount shall be deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the holders and shall be paid over to the holders promptly, in the form received (together with any necessary endorsements) to be applied to the Guaranteed Obligations, whether matured or unmatured, as may be directed by the Required Holders, but without reducing or affecting in any manner the liability of any Subsidiary Guarantor under this Section 15.

(d) Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Agreement and that its agreements set forth in this Section 15 are knowingly made in contemplation of such benefits.

Section 15.6 Information Regarding the Company. Each Subsidiary Guarantor now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company. No holder shall have any duty or responsibility to provide any Subsidiary Guarantor with any credit or other information concerning the affairs, financial condition or business of the Company which may come into possession of the holders. Each Subsidiary Guarantor has granted the Unconditional Guarantee without reliance upon any representation by the holders including, without limitation, with respect to (a) the due execution, validity, effectiveness or enforceability of any instrument, document or agreement evidencing or relating to any of the Guaranteed Obligations or any loan or other financial accommodation made or granted to the Company, (b) the validity, genuineness, enforceability, existence, value or sufficiency of any property securing any of the Guaranteed Obligations or the creation, perfection

or priority of any lien or security interest in such property or (c) the existence, number, financial condition or creditworthiness of other guarantors or sureties, if any, with respect to any of the Guaranteed Obligations.

Section 15.7 Reinstatement of Guarantee. The Unconditional Guarantee under this Section 15 shall continue to be effective, or be reinstated, as the case may be, if and to the extent at any time payment, in whole or in part, of any of the sums due to any holder on account of the Guaranteed Obligations is rescinded or must otherwise be restored or returned by a holder upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Company, any other Obligor or any other guarantors, or upon or as a result of the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to the Company, any other Obligor or any other guarantors or any part of its or their property, or otherwise, all as though such payments had not been made.

Section 15.8 Subrogation and Contribution Rights. Notwithstanding anything in this Section 15 to the contrary, to the fullest extent permitted by applicable law, each Subsidiary Guarantor acknowledges and agrees that with respect to each of the Subsidiary Guarantors’ relative liability under the Unconditional Guarantee, each Subsidiary Guarantor possesses, and has not waived, corresponding rights of contribution, subrogation, indemnity, and reimbursement relative to the other Subsidiary Guarantors in accordance with, and as further set forth in, Section 15.12.

Section 15.9 Term of Guarantee. The Unconditional Guarantee and all guarantees, covenants and agreements of each Subsidiary Guarantor contained in this Section 15 shall continue in full force and effect and shall not be discharged until such time as all of the Guaranteed Obligations and all other obligations under the Financing Documents shall be indefeasibly paid in full in cash and shall be subject to reinstatement pursuant to Section 15.7.

Section 15.10 Release of Subsidiary Guarantors. Anything in this Agreement or the other Financing Documents to the contrary notwithstanding, any Subsidiary Guarantor which ceases for any reason to be a guarantor or other obligor in respect of the obligations under the Bank Loan Documents, the Prudential Note Agreement, the MetLife Note Agreement, the Barings Note Agreement, the AIG Note Agreement and any Additional Note Agreement shall, simultaneously therewith, be automatically deemed released from the Unconditional Guarantee and all its guarantees, covenants and agreements as a Subsidiary Guarantor, provided that, (a) after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, (b) no amount then shall be due and payable with respect to the Guaranteed Obligations and (c) the Company shall have paid to the holders of Notes pro rata compensation or consideration, or provided equal credit support, to any compensation or consideration paid to the Bank Lenders, the Prudential Purchasers, the MetLife Purchasers, the Barings Purchasers, the AIG Purchasers and/or any holders of the notes issued under any Additional Note Agreement, or credit support (if any) provided to the Bank Lenders, the Prudential Purchasers, the MetLife Purchasers, the Barings Purchasers, the AIG Purchasers and/or any holders of the notes issued under any Additional Note Agreement, under the Bank Credit Agreement, the Prudential Note Agreement, the MetLife Note Agreement, the Barings Note Agreement, the AIG Note Agreement and/or any such Additional Note Agreement in connection with the termination of such Subsidiary Guarantor’s guaranty under

the Bank Loan Documents, the Prudential Note Agreement, the MetLife Note Agreement, the Barings Note Agreement, the AIG Note Agreement and/or such Additional Note Agreement.

Section 15.11 Savings Clause. Anything contained in this Agreement or the other Financing Documents to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder shall be limited to a maximum aggregate amount equal to the greatest amount that would not render such Subsidiary Guarantor’s obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any provisions of applicable state law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of such Subsidiary Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Subsidiary Guarantor (a) in respect of intercompany indebtedness to the Company or an Affiliate of the Company to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such Subsidiary Guarantor hereunder and (b) under any guaranty of senior Unsecured Debt or Indebtedness subordinated in right of payment to the Guaranteed Obligations which guaranty contains a limitation as to maximum amount similar to that set forth in this Section, pursuant to which the liability of such Subsidiary Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement or similar rights of such Subsidiary Guarantor pursuant to (i) applicable law or (ii) any agreement providing for an equitable allocation among such Subsidiary Guarantor and of Affiliates of the Company of obligations arising under guaranties by such parties.

Section 15.12 Contribution. At any time a payment in respect of the Guaranteed Obligations is made under this Unconditional Guarantee, the right of contribution of each Subsidiary Guarantor against each other Subsidiary Guarantor shall be determined as provided in the immediately following sentence, with the right of contribution of each Subsidiary Guarantor to be revised and restated as of each date on which a payment (a “Relevant Payment”) is made on the Guaranteed Obligations under this Unconditional Guarantee. At any time that a Relevant Payment is made by a Subsidiary Guarantor that results in the aggregate payments made by such Subsidiary Guarantor in respect of the Guaranteed Obligations to and including the date of the Relevant Payment exceeding such Subsidiary Guarantor’s Contribution Percentage (as defined below) of the aggregate payments made by all Subsidiary Guarantors in respect of the Guaranteed Obligations to and including the date of the Relevant Payment (such excess, the “Aggregate Excess Amount”), each such Subsidiary Guarantor shall have a right of contribution against each other Subsidiary Guarantor who either has not made any payments or has made payments in respect of the Guaranteed Obligations to and including the date of the Relevant Payment in an aggregate amount less than such other Subsidiary Guarantor’s Contribution Percentage of the aggregate payments made to and including the date of the Relevant Payment by all Subsidiary Guarantors in respect of the Guaranteed Obligations (the aggregate amount of such deficit, the “Aggregate Deficit Amount”) in an amount equal to (x) a fraction the numerator of which is the Aggregate Excess Amount of such Subsidiary Guarantor and the denominator of which is the Aggregate Excess Amount of all Subsidiary Guarantors multiplied by (y) the Aggregate Deficit Amount of such other Subsidiary Guarantor. A Subsidiary Guarantor’s right of contribution pursuant to the preceding sentences shall arise at the time of each computation, subject to adjustment at the time of each computation; provided, that no Subsidiary Guarantor may take any

action to enforce such right until after all Guaranteed Obligations and any other amounts payable under this Unconditional Guarantee are paid in full in immediately available funds, it being expressly recognized and agreed by all parties hereto that any Subsidiary Guarantor’s right of contribution arising pursuant to this Section 15.12 against any other Subsidiary Guarantor shall be expressly junior and subordinate to such other Subsidiary Guarantor’s obligations and liabilities in respect of the Guaranteed Obligations and any other obligations owing under this Unconditional Guarantee. As used in this Section 15.12, (i) each Subsidiary Guarantor’s “Contribution Percentage” shall mean the percentage obtained by dividing (x) the Adjusted Net Worth (as defined below) of such Subsidiary Guarantor by (y) the aggregate Adjusted Net Worth of all Subsidiary Guarantors; (ii) the “Adjusted Net Worth” of each Subsidiary Guarantor shall mean the greater of (x) the Net Worth (as defined below) of such Subsidiary Guarantor and (y) zero; and (iii) the “Net Worth” of each Subsidiary Guarantor shall mean the amount by which the fair saleable value of such Subsidiary Guarantor’s assets on the date of any Relevant Payment exceeds its existing debts and other liabilities (including contingent liabilities, but without giving effect to any Guaranteed Obligations arising under this Unconditional Guarantee) on such date. All parties hereto recognize and agree that, except for any right of contribution arising pursuant to this Section 15.12, each Subsidiary Guarantor who makes any payment in respect of the Guaranteed Obligations shall have no right of contribution or subrogation against any other Subsidiary Guarantor in respect of such payment until after all Guaranteed Obligations and any other amounts payable under this Unconditional Guarantee are paid in full in immediately available funds. Each of the Subsidiary Guarantors recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such contribution.

Section 16. Expenses, Etc.

Section 16.1 Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with the preparation and administration of this Agreement, and the other Financing Documents or any amendments, waivers or consents under or in respect of this Agreement or any other Financing Document (whether or not such amendment, waiver or consent becomes effective) within 15 Business Days after the Company’s receipt of any invoice therefor, including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or any other Financing Document, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or any other Financing Document, or by reason of being a holder of any Note, (b) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the other Financing Documents, (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $5,000, and (d) the costs of any environmental reports or reviews commissioned by the Required Holders as permitted hereunder. In the event that any such invoice is not paid within 15 Business Days after the Company’s receipt thereof, interest on the amount of such invoice shall be due and payable at the Default Rate

commencing with the 16th Business Day after the Company’s receipt thereof until such invoice has been paid. The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) in connection with the purchase of the Notes and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note.

Section 16.2 Survival. The obligations of the Company under this Section 16 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of any Financing Document, and the termination of this Agreement.

Section 17. Survival of Representations and Warranties; Entire Agreement.

All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to any Financing Document shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, the Financing Documents embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Section 18. Amendment and Waiver.

Section 18.1 Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with the written consent of the Company and the Required Holders, except that:

(a) no amendment or waiver of any of Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing;

(b) no amendment or waiver may, without the written consent of the holder of each Note at the time outstanding, (i) subject to Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) the Make-Whole Amount, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any amendment or waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2 and Section 18.1(d)), 11(a), 11(b), 12, 18 or 20;

(c) Intentionally Omitted; and

(d) Section 8.6 may be amended or waived to permit offers to purchase made by the Company or an Affiliate pro rata to the holders of all Notes at the time outstanding upon the same terms and conditions only with the written consent of the Company and the Super-Majority Holders.

Section 18.2 Solicitation of Holders of Notes.

(a) Solicitation. The Company will provide each holder of a Note with sufficient information, sufficiently far in advance of the date a decision is required, to enable such holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof or of any other Financing Document. The Company will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to this Section 18 or any other Financing Document to each holder of a Note promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite holders of Notes.

(b) Payment. The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security or provide other credit support, to any holder of a Note as consideration for or as an inducement to the entering into by such holder of any waiver or amendment of any of the terms and provisions hereof or of any other Financing Document unless such remuneration is concurrently paid, or security is concurrently granted or other credit support concurrently provided, on the same terms, ratably to each holder of a Note even if such holder did not consent to such waiver or amendment.

(c) Consent in Contemplation of Transfer. Any consent given pursuant to this Section 18 or any other Financing Document by a holder of a Note that has transferred or has agreed to transfer its Note to the Company, any Subsidiary or any Affiliate of the Company (either pursuant to a waiver under Section 18.1(d) or subsequent to Section 8.6 having been amended pursuant to Section 18.1(d)) in connection with such consent shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holder.

Section 18.3 Binding Effect, Etc. Any amendment or waiver consented to as provided in this Section 18 or any other Financing Document applies equally to all holders of Notes and is binding upon them and upon each future holder of any Note and upon the Company without regard to whether such Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Company and any holder of a Note and no delay in exercising any rights hereunder or under any Note or any other Financing Document shall operate as a waiver of any rights of any holder of such Note.

Section 18.4 Notes Held by Company, Etc. Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under any Financing Document, or have directed the taking of any action provided thereunder to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by the Company or any of its Affiliates shall be deemed not to be outstanding.

Section 19. Notices.

Except to the extent otherwise provided in Section 7.4, all notices and communications provided for hereunder shall be in writing and sent (a) by facsimile, or (b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by an internationally recognized overnight delivery service (with charges prepaid), or (d) by e‑mail or by Internet websites that are freely accessible by the recipient. Any such notice must be sent:

(i) if to any Purchaser or its nominee, to such Purchaser or nominee at the address specified for such communications in Schedule A, or at such other address as such Purchaser or nominee shall have specified to the Company in writing,

(ii) if to any other holder of any Note, to such holder at such address as such other holder shall have specified to the Company in writing, or

(iii) if to the Company, to Getty Realty Corp., 292 Madison Avenue, New York, New York 10017, Attention of Chief Financial Officer (email address: [* * *]#REF) with copies to: (x) Getty Realty Corp., 292 Madison Avenue, New York, New York 10017, Attention Chief Legal Officer (email address: [* * *]*) and (y) Jones Day, 110 North Wacker Drive, Suite 4800, Chicago, Illinois 60606, Attention: James J. Caserio, Esq. (Facsimile No. (312) 782-8585 and email address: jcaserio@jonesday.com), or at such other address as the Company shall have specified to the holder of each Note in writing; provided that the failure to deliver a copy under (y) above shall not affect the effectiveness of the delivery of such notice or other communication to the Company.

Notices under this Section 19 will be deemed given only when actually received, except that (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor and any password or other information necessary to make such notice or communication freely available to the recipient; provided that, for facsimiles and both clauses (i) and (ii), if such facsimile, notice, email or other communication is not sent during the normal

business hours of the recipient, such facsimile, notice, email or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient.

Section 20. Reproduction of Documents.

This Agreement and all documents relating thereto, including, without limitation, (a) consents, waivers and modifications that may hereafter be executed, (b) documents received by any Purchaser at the Closing (except the Notes themselves), and (c) financial statements, certificates and other information previously or hereafter furnished to any Purchaser, may be reproduced by such Purchaser by any photographic, photostatic, electronic, digital, or other similar process and such Purchaser may destroy any original document so reproduced. The Company agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by such Purchaser in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. This Section 20 shall not prohibit the Company or any other holder of Notes from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.

Section 21. Confidential Information.

For the purposes of this Section 21, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to the Financing Documents that is proprietary in nature, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any Person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or any Subsidiary or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, officers, employees, agents, attorneys, trustees and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its auditors, financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with this Section 21, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by this Section 21), (v) any Person from which it offers to purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by this Section 21), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (x) to effect compliance with

any law, rule, regulation or order applicable to such Purchaser; (y) in connection with any subpoena or other legal process; provided, however, that in the event a Purchaser or holder of any Note receives a subpoena or other legal process to disclose Confidential Information to any party, such Purchaser or holder shall, if legally permitted, notify the Company thereof as soon as possible after such Purchaser or holder has determined that it will respond to such subpoena or legal process so that the Company may seek a protective order or other appropriate remedy; provided further, however, that notwithstanding the foregoing, no such Purchaser or holder shall be subject to any liability for responding to such subpoena or legal process regardless of whether the Company shall have been able to obtain such a protective order or avail itself of such other appropriate remedy; or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes, this Agreement or any other Financing Document. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 21 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying this Section 21.

In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to any Financing Document, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 21, this Section 21 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 21 shall supersede any such other confidentiality undertaking.

Section 22. Substitution of Purchaser.

Each Purchaser shall have the right to substitute any one of its Affiliates or another Purchaser or any one of such other Purchaser’s Affiliates (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both such Purchaser and such Substitute Purchaser, shall contain such Substitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 22), shall be deemed to refer to such Substitute Purchaser in lieu of such original Purchaser. Notwithstanding the foregoing, no such substitution shall release such original Purchaser from its obligations hereunder until the Company’s receipt in full of the purchase price for the Notes. In the event that such Substitute Purchaser is so substituted as a Purchaser hereunder and such Substitute Purchaser thereafter transfers to such original Purchaser all of the Notes then held by such Substitute Purchaser, upon receipt by the Company of notice of such transfer, any reference to such Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 22), shall no longer be deemed to refer to such Substitute Purchaser, but shall refer to such original Purchaser, and such original Purchaser shall again have all the rights of an original holder of the Notes under this Agreement.

Section 23. INDEMNITY; DAMAGE WAIVER.

(a) The Company and each Subsidiary Guarantor shall indemnify each Purchaser, each holder from time to time of a Note, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of:

(i) the execution or delivery of this Agreement, any other Financing Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby;

(ii) any Note or the use of the proceeds therefrom;

(iii) any actual or alleged presence or release of Hazardous Substances on or from any property owned or operated by the Company or any of its Subsidiaries, or any Environmental Liability related in any way to the Company or any of its Subsidiaries; or

(iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto;

provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the fraud, gross negligence or willful misconduct of such Indemnitee. In addition, the indemnification set forth in this Section 23 in favor of any Related Party shall be solely in their respective capacities as a director, officer, agent or employee, as the case may be.

(b) To the extent permitted by applicable law, no Obligor shall assert, and each Obligor hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Financing Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Note or the use of the proceeds thereof.

Section 24. Miscellaneous.

Section 24.1 Successors and Assigns. All covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns (including, without limitation, any subsequent holder of a Note) whether so expressed or not.

Section 24.2 Accounting Terms. All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to them in accordance with GAAP; provided that, if the Company notifies the Required Holders that the Company requests an amendment to any provision hereof to eliminate the effect of any change occurring on or after the date of this Agreement, in GAAP or in the application thereof on the operation of such provision (or if the Required Holders notify the Company that the Required Holders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Except as otherwise specifically provided herein, (i) all computations made pursuant to this Agreement shall be made in accordance with GAAP, and (ii) all financial statements shall be prepared in accordance with GAAP. For purposes of determining compliance with this Agreement (including, without limitation, Section 9, Section 10 and the definition of “Indebtedness”), any election by the Company to measure any financial liability using fair value (as permitted by Financial Accounting Standards Board Accounting Standards Codification Topic No. 825-10-25 – Fair Value Option, International Accounting Standard 39 – Financial Instruments: Recognition and Measurement or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made.

Notwithstanding anything in this Agreement to the contrary, if at any time any change in GAAP (including the adoption of the International Financial Reporting Standards (IFRS)) would affect the computation of any financial ratio or requirement set forth in any Financing Document, and either the Company or the Required Holders shall so request, the Company and the holders of the Notes shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Holders); provided that, until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (B) the Company shall provide to the holders of the Notes financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. All references herein to consolidated financial statements of the Company and its Subsidiaries or to the determination of any amount for the Company and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Company is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Section 24.3 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

Section 24.4 Construction, etc.

(a) Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein,

so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

(b) As used in this Amended and Restated Note Purchase and Guarantee Agreement and in the Notes, the term “this Agreement” and references thereto shall mean this Amended and Restated Note Purchase and Guarantee Agreement (including, without limitation, all Annexes, Schedules and Exhibits attached hereto) as it may from time to time be amended, restated, supplemented, modified or otherwise changed.

(c) Any reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to one or a series of limited liability companies (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

Section 24.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.

Section 24.6 Governing Law. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of New York without regard to principles of conflicts of laws (other than Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York).

Section 24.7 Jurisdiction and Process; Waiver of Jury Trial.

(a) Each Obligor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, each Obligor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

(b) Each Obligor consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 24.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 19 or at such other address of which such holder shall then have been notified pursuant to said Section. Each Obligor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.

(c) Nothing in this Section 24.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against any Obligor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

(d) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.

* * * * *

If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Obligors.

Very truly yours,
By:	GETTY REALTY CORP.
By:	/s/ Brian Dickman
Name:	Brian Dickman
Title:	Executive Vice President, Chief Financial Officer & Treasurer
GETTY PROPERTIES CORP.<br><br>GETTY TM CORP.<br><br>AOC TRANSPORT, INC.<br><br>GETTYMART INC.<br><br>LEEMILT’S PETROLEUM, INC.<br><br>SLATTERY GROUP INC.<br><br>GETTY HI INDEMNITY, INC.<br><br>GETTY LEASING, INC.<br><br>GTY MD LEASING, INC.<br><br>GTY NY LEASING, INC.<br><br>GTY MA/NH LEASING, INC.<br><br>GTY-CPG (VA/DC) LEASING, INC.<br><br>GTY-CPG (QNS/BX) LEASING, INC.
---
By:	/s/ Brian Dickman
---	---
Name:	Brian Dickman
Title:	Executive Vice President, Chief Financial Officer & Treasurer
POWER TEST REALTY COMPANY<br><br>LIMITED PARTNERSHIP
---	---
By:	GETTY PROPERTIES CORP., its General Partner
By:	/s/ Brian Dickman
Name:	Brian Dickman
Title:	Executive Vice President, Chief Financial Officer & Treasurer

[Signature Page to Amended and Restated Note Purchase and Guarantee Agreement – Getty (NYL)]

GTY-PACIFIC LEASING, LLC<br><br>GTY-EPP LEASING, LLC<br><br>GTY-SC LEASING, LLC<br><br>GTY-GPM/EZ LEASING, LLC<br><br>GTY AUTO SERVICE, LLC
By:	GETTY PROPERTIES CORP., its sole member
---	---
By:	/s/ Brian Dickman
Name:	Brian Dickman
Title:	Executive Vice President, Chief Financial Officer & Treasurer

[Signature Page to Amended and Restated Note Purchase and Guarantee Agreement – Getty (NYL)]

This Agreement is hereby

accepted and agreed to as

of the date hereof.

NEW YORK LIFE INSURANCE COMPANY
By:	NYL Investors LLC, its Investment Manager
By:	/s/Christopher H. Carey
	Name:	Christopher H. Carey
	Title:	Managing Director
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
---	---	---
By:	NYL Investors LLC, its Investment Manager
By:	/s/Christopher H. Carey
	Name:	Christopher H. Carey
	Title:	Managing Director
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 30C)
---	---	---
By:	NYL Investors LLC, its Investment Manager
By:	/s/Christopher H. Carey
	Name:	Christopher H. Carey
	Title:	Managing Director

THE BANK OF NEW YORK MELLON, A BANKING CORPORATION ORGANIZED UNDER THE LAWS OF NEW YORK, NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS TRUSTEE UNDER THAT CERTAIN TRUST AGREEMENT DATED AS OF JULY 1ST, 2015 BETWEEN NEW YORK LIFE INSURANCE COMPANY, AS GRANTOR, JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.), AS

[Signature Page to Amended and Restated Note Purchase and Guarantee Agreement – Getty (NYL)]

BENEFICIARY, JOHN HANCOCK LIFE INSURANCE COMPANY OF NEW YORK, AS BENEFICIARY, AND THE BANK OF NEW YORK MELLON, AS TRUSTEE

By:	New York Life Insurance Company, its attorney-in-fact
By:	NYL Investors LLC, its Investment Manager
By:	/s/Christopher H. Carey
	Name:	Christopher H. Carey
	Title:	Managing Director

[Signature Page to Amended and Restated Note Purchase and Guarantee Agreement – Getty (NYL)]

COMPSOURCE MUTUAL INSURANCE COMPANY
By:	NYL Investors LLC, its Investment Manager
By:	/s/Christopher H. Carey
	Name:	Christopher H. Carey
	Title:	Managing Director

[Signature Page to Amended and Restated Note Purchase and Guarantee Agreement – Getty (NYL)]

Schedule A

Information Relating to Purchasers

[* * *]

[***] Indicates material that has been excluded from this Exhibit 10.14 because it is not material.

Schedule A

Schedule B

Defined Terms

As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

“Acceptable Rating Agency” means (a) any one of S&P, Moody’s or Fitch and (b) any other nationally recognized credit rating organization that is recognized as a nationally recognized statistical rating organization by the SEC and approved by the Required Holders, so long as, in each case, any such credit rating organization described in clause (a) or (b) above continues to be a nationally recognized statistical rating organization recognized by the SEC and is approved as a “Credit Rating Provider” (or other similar designation) by the NAIC.

“Additional Note Agreement” means any note purchase agreement, private shelf facility or other similar agreement entered into on or after the date of this Agreement in connection with any institutional private placement financing transaction providing for the issuance and sale of debt Securities by any Obligor or any Subsidiary (other than any Excluded Subsidiary) to one or more other Institutional Investors.

“Adjusted Net Worth” is defined in Section 15.12.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Aggregate Deficit Amount” is defined in Section 15.12.

“Aggregate Excess Amount” is defined in Section 15.12.

“Agreement” means this Agreement, including all Schedules attached to this Agreement, as it may be amended, restated, supplemented or otherwise modified from time to time.

“AIG Note Agreement” means that certain Second Amended and Restated Note Purchase and Guarantee Agreement, dated as of February 22, 2022, by and among the Company, the Initial Subsidiary Guarantors and the AIG Purchasers, together with the promissory notes of the Company issued pursuant to the terms thereof and including any renewals, extensions, amendments, supplements, restatements, replacements or refinancing of such Second Amended and Restated Note Purchase and Guarantee Agreement or such notes.

“AIG Purchasers” means the purchasers from time to time party to the AIG Note Agreement.

“Anti-Corruption Laws” means any law or regulation in a U.S. or any non-U.S. jurisdiction regarding bribery or any other corrupt activity, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010.

Schedule B-1

“Anti-Money Laundering Laws” means any law or regulation in a U.S. or any non-U.S. jurisdiction regarding money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes, including the Currency and Foreign Transactions Reporting Act of 1970 (otherwise known as the Bank Secrecy Act) and the USA PATRIOT Act.

“Attributable Indebtedness” means, on any date, (a) in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease.

“Audited Financial Statements” means the audited consolidated balance sheet of the Company and its Subsidiaries for the fiscal year ended December 31, 2023, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Company and its Subsidiaries, including the notes thereto.

“Bank Agent” means Bank of America, N.A., in its capacity as administrative agent for the Bank Lenders under the Bank Credit Agreement, and its successors and assigns in such capacity.

“Bank Credit Agreement” means that certain Second Amended and Restated Credit Agreement, dated as of October 27, 2021, among the Company, each of the other Obligors party thereto, the Bank Agent and the Bank Lenders from time to time party thereto, including any renewals, extensions, amendments, supplements, restatements, replacements or refinancing thereof.

“Bank Lenders” means the lenders from time to time party to the Bank Credit Agreement.

“Bank Loan Documents” means, collectively, the Bank Credit Agreement and all other Loan Documents (as defined in the Bank Credit Agreement).

“Barings Note Agreement” means that certain Second Amended and Restated Note Purchase and Guarantee Agreement, dated as of February 22, 2022, by and among the Company, the Initial Subsidiary Guarantors and the Barings Purchasers, together with the promissory notes of the Company issued pursuant to the terms thereof and including any renewals, extensions, amendments, supplements, restatements, replacements or refinancing of such Second Amended and Restated Note Purchase and Guarantee Agreement or such notes.

“Barings Purchasers” means the purchasers from time to time party to the Barings Note Agreement.

“Blocked Person” means (a) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by OFAC, (b) a Person, entity, organization, country or regime that is blocked or a target of sanctions that have been imposed under U.S. Economic Sanctions Laws or (c) a Person that is an agent, department or instrumentality of, or is otherwise beneficially owned by, controlled by or acting on behalf of, directly or indirectly, any Person, entity, organization, country or regime described in clause (a) or (b).

Schedule B-2

“Business Day” means any day other than a Saturday, a Sunday or a day on which commercial banks in New York, New York are required or authorized to be closed.

“Cap Rate” means, at any time, the greater of (a) seven and one-quarter percent (7.25%), and (b) the “Cap Rate” as such term (or any equivalent term howsoever defined) is defined in the Bank Credit Agreement, the Prudential Note Agreement, the Barings Note Agreement, the MetLife Note Agreement, the AIG Note Agreement or any other Material Credit Facility, as the case may be.

“Capitalized Lease” means any lease that has been or is required to be, in accordance with GAAP, classified and accounted for as a capital lease or financing lease.

“Cash and Cash Equivalents” means on any date, the sum of: (a) the aggregate amount of cash then held by the Company or any of its Subsidiaries (as set forth on the Company’s balance sheet for the then most recently ended fiscal quarter), plus (b) the aggregate amount of Cash Equivalents (valued at fair market value) then held by the Company or any of its Subsidiaries, plus (c) the aggregate amount of cash or Cash Equivalents in restricted 1031 accounts under the exclusive control of the Company.

“Cash Equivalents” means short-term investments in liquid accounts, such as money‑market funds, bankers acceptances, certificates of deposit and commercial paper.

“Change in Control” is defined in Section 8.7(h).

“Change in Control Prepayment Date” is defined in Section 8.7(c).

“Closing” is defined in Section 3.

“Closing Date” is defined in Section 3.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from time to time.

“Company” is defined in the introductory paragraph of this Agreement.

“Confidential Information” is defined in Section 21.

“Consolidated EBITDA” means an amount determined in accordance with GAAP equal to: (x) (A) the Consolidated Net Income of the Company for the most recently ended fiscal quarter, adjusted for straight-line rents and net amortization of above-market and below-market leases, deferred financing leases and deferred leasing incentives, plus income taxes, Consolidated Interest Expense, depreciation and amortization, and calculated exclusive of any rent or other revenue that has been earned by the Company or its Subsidiaries during such fiscal quarter but not yet actually paid to the Company or its Subsidiaries unless otherwise set off from net income, plus (B) the sum of the following (without duplication and to the extent reflected as a charge or deduction in the statement of such Consolidated Net Income for such period) (i) one-time cash charges (including, without limitation, legal fees) incurred during such fiscal quarter with respect to continued compliance by the Company with the terms and conditions of the Financing Documents, the

Schedule B-3

Prudential Note Agreement, the MetLife Note Agreement, the Barings Note Agreement, the AIG Note Agreement, the Bank Loan Documents and/or the loan or financing documents with respect to any other Pari Passu Obligations permitted by this Agreement (excluding the terms and conditions of Unsecured Debt arising under Swap Contracts), (ii) non-cash impairments taken during such fiscal quarter, (iii) extraordinary and unusual bad-debt expenses incurred in such quarter, (iv) any costs incurred in such quarter in connection with the acquisition or disposition of Properties, (v) non-cash allowances for deferred rent and deferred mortgage receivables incurred in such quarter, (vi) losses on sales of operating real estate and marketable securities incurred during such fiscal quarter and (vii) any other extraordinary, non-recurring, expenses recorded during such fiscal quarter, including any settlements in connection with litigation and reserves recorded for environmental litigation, in each case, determined in accordance with GAAP, less (C) the sum of the following (without duplication and to the extent reflected as income in the statement of such Consolidated Net Income for such period) (i) extraordinary and unusual bad debt reversals recorded in such fiscal quarter (ii) gains on sales of operating real estate and marketable securities incurred during such fiscal quarter and (iii) any other extraordinary, non-recurring, cash income recorded during such fiscal quarter, in each case, determined in accordance with GAAP, multiplied by (y) four (4). Consolidated EBITDA will be calculated on a pro forma basis to take into account the impact of any Property acquisitions and/or dispositions made by the Company or its Subsidiaries during the most recently ended fiscal quarter, as well as any long-term leases signed during such fiscal quarter, as if such acquisitions, dispositions and/or lease signings occurred on the first day of such fiscal quarter.

“Consolidated EBITDAR” means for any Person, the sum of (i) Consolidated EBITDA plus (ii) (x) rent expenses exclusive of non-cash rental expense adjustments for the most recently ended fiscal quarter of the Company, (y) multiplied by four (4).

“Consolidated Group” means the Obligors and their consolidated Subsidiaries, as determined in accordance with GAAP.

“Consolidated Interest Expense” means, for any period, without duplication, the sum of (i) total interest expense of the Company and its consolidated Subsidiaries determined in accordance with GAAP (including for the avoidance of doubt interest attributable to Capitalized Leases) and (ii) the Consolidated Group’s Ownership Share of the Interest Expense of Unconsolidated Affiliates.

“Consolidated Net Income” means, with respect to any Person for any period and without duplication, the sum of (i) the consolidated net income (or loss) of such Person and its Subsidiaries, determined in accordance with GAAP and (ii) the Consolidated Group’s Ownership Share of the net income (or loss) attributable to Unconsolidated Affiliates.

“Consolidated Secured Indebtedness” means, at any time, the portion of Consolidated Total Indebtedness that is Secured Indebtedness.

“Consolidated Secured Recourse Indebtedness” means, at any time, the portion of Consolidated Secured Indebtedness that is not Non-Recourse Indebtedness.

Schedule B-4

“Consolidated Tangible Net Worth” means, as of any date of determination, (a) Shareholders’ Equity minus (b) the Intangible Assets of the Consolidated Group, plus (c) all accumulated depreciation and amortization of the Consolidated Group, in each case determined on a consolidated basis in accordance with GAAP.

“Consolidated Total Indebtedness” means, as of any date of determination, the then aggregate outstanding amount of all Indebtedness of the Consolidated Group determined on a consolidated basis.

“Consolidated Unsecured Indebtedness” means, at any time, the portion of Consolidated Total Indebtedness that is Unsecured Debt.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Contribution Percentage” is defined in Section 15.12.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Control Event” is defined in Section 8.7.

“Controlled Entity” means (i) any of the Subsidiaries of the Company and any of their or the Company’s respective Controlled Affiliates and (ii) if the Company has a parent company, such parent company and its Controlled Affiliates.

“Customary Non-Recourse Carve-Outs” means, with respect to any Non-Recourse Indebtedness, exclusions from the exculpation provisions with respect to such Non-Recourse Indebtedness for fraud, misrepresentation, misapplication of funds, waste, environmental claims, voluntary bankruptcy, collusive involuntary bankruptcy, prohibited transfers, violations of single purpose entity covenants and other circumstances customarily excluded by institutional lenders from exculpation provisions and/or included in separate indemnification agreements in non-recourse financings of real estate.

“Debt Facility Amendment” has the meaning set forth in Section 10.14.

“Debt Rating” means, (i) as to any Person, a non-credit enhanced, senior unsecured long-term debt rating of such Person, or (ii) as to any Notes, the debt rating of such Notes as determined from time to time by any Acceptable Rating Agency.

Schedule B-5

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both, become an Event of Default.

“Default Rate” means, for any series of Notes, that rate of interest that is the greater of (i) 2.0% per annum above the rate of interest stated in clause (a) of the first paragraph of the Notes of such series or (ii) 2.0% over the rate of interest publicly announced by JPMorgan Chase Bank, N.A. in New York, New York as its “base” or “prime” rate.

“Designated Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of any sanction under U.S. Economic Sanctions Laws.

“Disposition” or “Dispose” means the sale, transfer, license, lease (other than a lease entered into in the ordinary course of business) or other disposition (including any sale and leaseback transaction) of any property by any Person (or the granting of any option or other right to do any of the foregoing), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith and including any disposition of property to a Division Successor pursuant to a Division.

“Dividing Person” has the meaning given that term in the definition of “Division.”

“Division” means the division of the assets, liabilities and/or obligations of a Person (the “Dividing Person”) among two or more Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing Person and pursuant to which the Dividing Person may or may not survive.

“Division Successor” means any Person that, upon the consummation of a Division of a Dividing Person, holds all or any portion of the assets, liabilities and/or obligations previously held by such Dividing Person immediately prior to the consummation of such Division. A Dividing Person which retains any of its assets, liabilities and/or obligations after a Division shall be deemed a Division Successor upon the occurrence of such Division.

“Disclosure Documents” is defined in Section 5.3.

“Dollar” and “$” mean lawful money of the United States.

“Electronic Delivery” is defined in Section 7.1(a).

“Eligible Ground Lease” means any Eligible Ground Lease (New) or Eligible Ground Lease (Legacy).

Schedule B-6

“Eligible Ground Lease (Legacy)” means, as to any Property, a ground lease:

(a) that is specifically identified on the date of this Agreement in Schedule C;

(b) that has the Company or a Wholly-Owned Subsidiary of the Company as lessee;

(c) as to which no default or event of default has occurred or with the passage of time or the giving of notice would occur;

(d) under which no ground lessor has the unilateral right to terminate such ground lease prior to expiration of the stated term of such ground lease absent the occurrence of any casualty, condemnation or default by the Company or any of its Subsidiaries thereunder; and

(e) that has a remaining term of at least one year at all times.

“Eligible Ground Lease (New)” means, as to any Property, a ground lease:

(a) that has the Company or a Wholly-Owned Subsidiary of the Company as lessee;

(b) as to which no default or event of default has occurred or with the passage of time or the giving of notice would occur;

(c) that has a remaining term (inclusive of any unexercised extension options) of twenty five (25) years or more from the date such Property is included as an Unencumbered Eligible Property;

(d) that provides the right of the lessee to mortgage and encumber its interest in such Property without the consent of the lessor;

(e) that includes an obligation of the lessor to give the holder of any mortgage lien on such Property written notice of any defaults on the part of the lessee and an agreement of such lessor that such lease will not be terminated until such holder has had a reasonable opportunity to cure or complete foreclosure and fails to do so;

(f) that includes provisions that permit transfer of the lessee’s interest under such lease on reasonable terms, including the ability to sublease; and

(g) that includes such other rights customarily required by mortgagees making a loan secured by the interest of the holder of the leasehold estate demised pursuant to a ground lease.

“Environmental Expenses” means, (a) for any four fiscal quarter period, an amount equal to the sum of (i) the aggregate amount of cash expenditures made by members of the Consolidated Group during such period in respect of costs incurred to remediate environmental issues with respect to Properties (net of the aggregate amount of cash received by members of the Consolidated

Schedule B-7

Group during such period from any available State environmental funds in respect of any such environmental issues) and (ii) the aggregate amount of fees and expenses paid by members of the Consolidated Group during such period to legal and other professional advisors engaged to represent or otherwise advise one or more members of the Consolidated Group in connection with (A) litigations or proceedings (whether judicial, administrative or other) concerning environmental issues with respect to Properties and (B) investigations, audits and similar inquiries of any Governmental Authority with respect to Properties and (b) for any one fiscal quarter period, an amount equal to the amount determined in accordance with the preceding immediately clause (a) for the four fiscal quarter period ending on the last day of such one fiscal quarter period, divided by four (4).

“Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Company, any Subsidiary Guarantor or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Company within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

Schedule B-8

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Company or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Company or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Company or any ERISA Affiliate.

“Event of Default” is defined in Section 11.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“Excluded Subsidiary” means any Subsidiary of the Company that:

(a) does not own or ground lease all or any portion of any Unencumbered Eligible Property,

(b) does not, directly or indirectly, own all or any portion of the Equity Interests of any Subsidiary of the Company that owns an Unencumbered Eligible Property,

(c) is not a borrower, guarantor or otherwise liable under or in respect of Indebtedness under any Bank Loan Document, the Prudential Note Agreement, the MetLife Note Agreement, the Barings Note Agreement, the AIG Note Agreement or any other Unsecured Debt, and

(d) either:

(i) is not a Wholly-Owned Subsidiary of the Company, or

(ii) is a borrower or guarantor of Secured Indebtedness owed to a non-affiliate (or a direct or indirect parent of such borrower or guarantor (other than the Company)), and the terms of such Secured Indebtedness prohibit such Subsidiary from becoming a Subsidiary Guarantor, or

(iii) does not own any assets.

Schedule B-9

Upon any Subsidiary which is a Guarantor and was not previously an Excluded Subsidiary becoming an Excluded Subsidiary (including, without limitation, as a result of the removal of the Property owned by such Subsidiary as an Unencumbered Eligible Property as contemplated in the definition of “Unencumbered Property Criteria”), such Subsidiary shall, upon the request of the Company, be released as a Guarantor; provided that at the time of, and after giving effect to, such release (x) no Default or Event of Default shall be existing, (y) no amount is then due and payable by such Subsidiary under the Unconditional Guarantee, and (z) each holder of the Notes shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (x) and (y) above and certifying that such Subsidiary constitutes an Excluded Subsidiary.

“Execution Date” is defined in Section 3.

“Existing Agreement” is defined in Section 1.1.

“Existing Notes” is defined in Section 1.1.

“Existing Series N Notes” is defined in Section 1.1.

“Existing Series P Notes” is defined in Section 1.1.

“FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board.

“Financing Documents” means this Agreement, the Notes, and each other agreement executed and delivered to or for the benefit of the holders of Notes in connection with the transactions contemplated hereby, as each may be amended, restated, supplemented or otherwise modified from time to time.

“Fitch” means Fitch, Inc. and any successor thereto.

“Fixed Charge Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDAR (less any cash payments made in respect of Environmental Expenses made during the then most recently ended period of four fiscal quarters to the extent not already deducted in the calculation of Consolidated EBITDAR) (exclusive of non-cash GAAP adjustments related to Environmental Expenses) as of the end of the most recently ended fiscal quarter, to (b) the sum of all interest incurred (accrued, paid or capitalized and determined based upon the actual interest rate), plus regularly scheduled principal payments paid with respect to Indebtedness (excluding optional prepayments and balloon principal payments due on maturity in respect of any Indebtedness), plus rent expenses (exclusive of non-cash rental expense adjustments), plus dividends on preferred stock or preferred minority interest distributions, with respect to this clause (b), all calculated with respect to the then most recently ended fiscal quarter and multiplied by four (4), and, with respect to both clauses (a) and (b), all determined on a consolidated basis in accordance with GAAP.

“Form 10‑K” is defined in Section 7.1(b).

“Form 10‑Q” is defined in Section 7.1(a).

Schedule B-10

“Fraudulent Transfer Laws” is defined in Section 15.11.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Funding Instruction Letter” is defined in Section 4.2(i).

“Funds From Operations” means, with respect to any period and without double counting, an amount equal to the Consolidated Net Income of the Company and its Subsidiaries for such period, excluding gains (or losses) from sales of property, plus depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures; provided that “Funds From Operations” shall exclude impairment charges, charges from the early extinguishment of indebtedness and other non-cash charges as evidenced by a certification of a Responsible Officer of the Company containing calculations in reasonable detail satisfactory to the Required Holders. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect “Funds From Operations” on the same basis. In addition, “Funds from Operations” shall be adjusted to remove any impact of the expensing of acquisition costs pursuant to ASC 805, including, without limitation, (i) the addition to Consolidated Net Income of costs and expenses related to ongoing consummated acquisition transactions during such period; and (ii) the subtraction from Consolidated Net Income of costs and expenses related to acquisition transactions terminated during such period.

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

“Getty NY” means GTY NY Leasing, Inc., a Delaware corporation.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Governmental Official” means any governmental official or employee, employee of any government-owned or government-controlled entity, political party, any official of a political party, candidate for political office, or anyone else acting in an official capacity.

“Guaranteed Obligations” is defined in Section 15.1.

“Guarantee” means, as to any Person, (without duplication with respect to such Person) (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for

Schedule B-11

the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning. Customary Non-Recourse Carve-Outs shall not, in and of themselves, be considered to be a Guarantee unless demand has been made for the payment or performance of such Customary Non-Recourse Carve-Outs.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances or wastes, including petroleum or petroleum distillates, natural gas, natural gas liquids, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, toxic mold, infectious or medical wastes and all other substances, wastes, chemicals, pollutants, contaminants or compounds of any nature in any form regulated pursuant to any Environmental Law.

“holder” means, with respect to any Note, the Person in whose name such Note is registered in the register maintained by the Company pursuant to Section 13.1, provided, however, that if such Person is a nominee, then for the purposes of Sections 7, 12, 18.2 and 19 and any related definitions in this Schedule B, “holder” shall mean the beneficial owner of such Note whose name and address appears in such register.

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b) all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances and similar instruments (including bank guaranties, surety bonds, comfort letters, keep-well agreements and capital maintenance agreements) to the extent such instruments or agreements support financial, rather than performance, obligations;

Schedule B-12

(c) net obligations of such Person under any Swap Contract;

(d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business that are not past due for more than 60 days);

(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f) Capitalized Leases and Synthetic Lease Obligations;

(g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest in such Person or any other Person (valued, in the case of a redeemable preferred Equity Interest, at its voluntary or involuntary liquidation preference plus accrued and unpaid dividends);

(h) all Off-Balance Sheet Arrangements of such Person; and

(i) all Guarantees of such Person in respect of any of the foregoing, excluding guarantees of Non-Recourse Indebtedness for which recourse is limited to liability for Customary Non-Recourse Carve-Outs.

For all purposes hereof, (i) Indebtedness shall include the Consolidated Group’s Ownership Share of the foregoing items and components attributable to Indebtedness of Unconsolidated Affiliates and (ii) the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company or a limited partnership in which such Person is a limited partner and not a general partner) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any Capitalized Lease or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.

“Indemnitee” is defined in Section 23(a).

“Indirect Owner” has the meaning specified in the definition of “Unencumbered Property Criteria”.

“INHAM Exemption” is defined in Section 6.2(e).

“Initial Subsidiary Guarantors” is defined in the introductory paragraph of this Agreement.

Schedule B-13

“Institutional Investor” means (a) any Purchaser of a Note, (b) any holder of a Note holding (together with one or more of its affiliates) more than 10% of the aggregate principal amount of the Notes then outstanding, (c) any bank, trust company, savings and loan association or other financial institution, any Pension Plan, any investment company, any insurance company, any broker or dealer, or any other similar financial institution or entity, regardless of legal form, and (d) any Related Fund of any holder of any Note.

“Intangible Assets” means assets that are considered to be intangible assets under GAAP, excluding lease intangibles but including customer lists, goodwill, computer software, copyrights, trade names, trademarks, patents, franchises, licenses, unamortized deferred charges, unamortized debt discount and capitalized research and development costs.

“Interest Expense” means, for any period with respect to any Person, without duplication, total interest expense of such Person and its consolidated Subsidiaries determined in accordance with GAAP (including for the avoidance of doubt interest attributable to Capitalized Leases).

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other Person, (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit or all or a substantial part of the business of, such Person or (d) the purchase, acquisition or other investment in any Real Property or real property-related assets (including, without limitation, mortgage loans and other real estate-related debt investments, investments in land holdings, and costs to construct Real Property assets under development). For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“Investment Grade Credit Rating” means receipt of at least two Debt Ratings of Baa3 or better from Moody’s or BBB- or better from S&P or Fitch.

“Investment Grade Pricing Effective Date” means the first Business Day following the date on which the Company has (a) obtained an Investment Grade Credit Rating and (b) delivered to the holders of Notes a certificate executed by a Responsible Officer of the Company certifying that (i) an Investment Grade Credit Rating has been obtained by the Company and is in effect (which certification shall also set forth the Debt Rating received, if any, from each Rating Agency as of such date) and (ii) the “Investment Grade Pricing Effective Date” under and as defined in the Bank Credit Agreement has occurred.

“Joinder” means a joinder agreement substantially in the form of Exhibit A attached hereto.

Schedule B-14

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“Lease” means a lease, sublease and/or occupancy or similar agreement under which the Company or any Subsidiary is the landlord (or sub-landlord) or lessor (or sub-lessor) the terms of which provide for a Person that is not an Affiliate of the Company to occupy or use any Real Property, or any part thereof, whether now or hereafter executed and all amendments, modifications or supplements thereto.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, negative pledge (other than any negative pledge which is a Permitted Pari Passu Provision or is a negative pledge which is contemplated pursuant to clause (B) of Section 10.11), or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing), and in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Make-Whole Amount” is defined in Section 8.8.

“Management Fees” means, with respect to each Property for any period, an amount equal to two percent (2.0%) per annum on the aggregate rent (including base rent and percentage rent) due and payable under leases with respect to such Property.

“Material” means material in relation to the business, operations, affairs, financial condition, assets, properties, or prospects of the Company and its Subsidiaries taken as a whole.

“Material Acquisition” means one or more acquisitions consummated during any calendar quarter by the Company or any of its consolidated Subsidiaries of assets of, or constituting, a Person that is not an Affiliate of the Company (whether by purchase of such assets, purchase of Person(s) owning such assets or some combination thereof) with a minimum aggregate gross purchase price at least equal to $100,000,000.

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect on, the operations, business, assets, properties, liabilities (actual or contingent), or condition (financial or otherwise) of the Company or the Company and its Subsidiaries taken as a whole; (b) a material adverse effect on the rights and remedies of any holder of Notes under any Financing Document, or of the ability of the Obligors taken as a whole to perform their obligations under any Financing Document; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Obligor of any Financing Document to which it is a party.

Schedule B-15

“Material Credit Facility” means, as to the Company and its Subsidiaries,

• the Bank Credit Agreement, including any renewals, extensions, amendments, supplements, restatements, replacements or refinancing thereof;
• the Prudential Note Agreement, the Barings Note Agreement, the MetLife Note Agreement and the AIG Note Agreement; and
• any other agreement(s) or arrangement(s) creating or evidencing indebtedness for borrowed money entered into on or after October 27, 2021 by the Company or any Subsidiary, or in respect of which the Company or any Subsidiary is an obligor or otherwise provides a guarantee, security or other credit support (“Credit Facility”), in a principal amount outstanding or available for borrowing equal to or greater than $50,000,000 (or the equivalent of such amount in the relevant currency of payment, determined as of the date of the closing of such facility based on the exchange rate of such other currency), as the same may be amended, supplemented or modified from time to time and any successor or replacement agreement or arrangement; and if no Credit Facility or Credit Facilities equal or exceed such amounts, then the largest Credit Facility shall be deemed to be a Material Credit Facility.

“Maturity Date” is defined in the first paragraph of each Note.

“MetLife Note Agreement” means that certain Note Purchase and Guarantee Agreement, dated as of June 21, 2018, as amended by that certain First Amendment to Note Purchase and Guarantee Agreement, dated as of October 27, 2021, by and among the Company, the Initial Subsidiary Guarantors and the MetLife Purchasers, together with the promissory notes of the Company issued pursuant to the terms thereof and including any renewals, extensions, amendments, supplements, restatements, replacements or refinancing of such Note Purchase and Guarantee Agreement or such notes.

“MetLife Purchasers” means the purchasers from time to time party to the MetLife Note Agreement.

“Minimum Lease Term Requirement” means at any time, that the then average weighted remaining term of all Leases pertaining to Unencumbered Eligible Properties, excluding extension options (which have not yet been exercised such that the Lease term has been extended to reflect such exercise), is at least five (5) years. For purposes of the foregoing, the remaining term of a Lease pertaining to an Unencumbered Eligible Property shall be weighted based on the rent (including base rent and percentage rent) due and payable thereunder relative to the rent (including base rent and percentage rent) of all Leases pertaining to Unencumbered Eligible Properties.

“Minimum Property Condition” means, at any time, the aggregate Unencumbered Asset Value of all Unencumbered Eligible Properties is at least $500,000,000.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

Schedule B-16

“Multiemployer Plan” means any Plan that is a “multiemployer plan” (as such term is defined in section 4001(a)(3) of ERISA).

“Multiple Employer Plan” means a Plan which has two or more contributing sponsors (including the Company or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

“NAIC” means the National Association of Insurance Commissioners or any successor thereto.

“NAIC Annual Statement” is defined in Section 6.2(a).

“Negative Pledge” means, with respect to a given asset, any provision of a document, instrument or agreement (other than any Bank Loan Document, the Prudential Note Agreement, the MetLife Note Agreement, the Barings Note Agreement, the AIG Note Agreement or any Financing Document) which prohibits or purports to prohibit the creation or assumption of any Lien on such asset as security for Indebtedness of the Person owning such asset or any other Person.

“Net Worth” is defined in Section 15.12.

“New Notes” is defined in Section 1.4.

“New Note Purchasers” is defined in Section 2.

“NOI” means, with respect to any Property for any period, property rental and other income derived from the operation of such Property from Qualified Tenants paying rent (including, base rent, percentage rent and any additional rent in the nature of expense reimbursements or contributions made by Qualified Tenants to a member of the Consolidated Group for insurance premiums, real estate taxes, common area expenses or similar items) as determined in accordance with GAAP, minus the amount of all expenses (as determined in accordance with GAAP) incurred in connection with and directly attributable to the ownership and operation of such Property for such period, including, without limitation, Management Fees, Environmental Expenses and amounts accrued for the payment of real estate taxes and insurance premiums, but excluding (a) any general and administrative expenses related to the operation of the Company and its Subsidiaries, (b) any interest expense or other debt service charges, (c) any non-cash charges such as depreciation or amortization of financing costs and (d) for avoidance of doubt, any such items of expense which are payable directly by any Qualified Tenant under the terms of its Lease which may include insurance premiums, real estate taxes and/or common area charges.

“Non-Recourse Indebtedness” means, with respect to a Person, (a) any Indebtedness of such Person in which the holder of such Indebtedness may not look to such Person personally for repayment, other than to the extent of any security therefor or pursuant to Customary Non-Recourse Carve-Outs, (b) if such Person is a Single Asset Entity, any Indebtedness of such Person (other than Indebtedness described in the immediately following clause (c)), or (c) if such Person is a Single Asset Holding Company, any Indebtedness of such Single Asset Holding Company resulting from a Guarantee of, or Lien securing, Indebtedness of a Single Asset Entity that is a Subsidiary of such Single Asset Holding Company, so long as, in each case, either (i) the holder

Schedule B-17

of such Indebtedness may not look to such Single Asset Holding Company personally for repayment, other than to the Equity Interests held by such Single Asset Holding Company in such Single Asset Entity or pursuant to Customary Non-Recourse Carve-Outs or (ii) such Single Asset Holding Company has no assets other than Equity Interests in such Single Asset Entity and cash or Cash Equivalents and other assets of nominal value incidental to the ownership of such Single Asset Entity.

“Notes” is defined in Section 1.4.

“Obligors” means collectively, the Company and the Subsidiary Guarantors.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“OFAC Sanctions Program” means any economic or trade sanction that OFAC is responsible for administering and enforcing. A list of OFAC Sanctions Programs may be found at http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx.

“Off-Balance Sheet Arrangement” means liabilities and obligations of a Person on a non-consolidated basis in respect of “off-balance sheet arrangements” (as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act) including such liabilities and obligations which such Person would be required to disclose in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the its report on Form 10 Q or Form 10 K (or their equivalents) if such Person were required to file the same with the Securities and Exchange Commission (or any Governmental Authority substituted therefor):

“Officer’s Certificate” means a certificate of a Senior Financial Officer or of any other officer of the Company whose responsibilities extend to the subject matter of such certificate.

“Open Prepayment Period” means, with respect to the Series N Notes and Series P Notes, the period commencing on the date which is ninety (90) days prior to the Maturity Date for the Series N Notes or the Series P Notes, as the case may be.

“Organizational Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating or limited liability company agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

Schedule B-18

“Ownership Share” means, with respect to any Subsidiary of a Person (other than a Wholly-Owned Subsidiary thereof) or any Unconsolidated Affiliate of a Person, such Person’s relative direct and indirect economic interest (calculated as a percentage) in such Subsidiary or Unconsolidated Affiliate determined in accordance with the applicable provisions of the declaration of trust, articles or certificate of incorporation, articles of organization, partnership agreement, limited liability company agreement, joint venture agreement or other applicable Organizational Document of such Subsidiary or Unconsolidated Affiliate. For avoidance of doubt, the Consolidated Group’s Ownership Share of any income or liability of the Company or a Wholly-Owned Subsidiary of the Company, or any asset that is Wholly-Owned by the Company or a Wholly-Owned Subsidiary of the Company, shall be 100%.

“Pari Passu Obligations” means Unsecured Debt (exclusive of the Notes, this Agreement and any Subsidiary Guarantee) of the Company or any Subsidiary Guarantor owing to a Person that is not the Company or an Affiliate thereof.

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any successor entity performing similar functions.

“Pension Plan” means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed to by the Company and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.

“Permitted Businesses” means the business of owning, leasing and managing gasoline stations, convenience store properties and other retail real properties (including, for the avoidance of doubt, quick service or other casual restaurants and auto service and auto parts stores), and any other single-tenant net lease business, and business activities reasonably related to the foregoing (including the creation or acquisition of any interest in any Subsidiary (or entity that following such creation or acquisition would be a Subsidiary) for the purpose of conducting the foregoing activities), in each case that are permitted for real estate investment trusts under the Code.

“Permitted Equity Encumbrances” means Liens for taxes, assessments or governmental charges which are (a) immaterial to the Company and its Subsidiaries, taken as a whole, (b) not overdue for a period of more than thirty (30) days or (c) being contested in good faith and by appropriate actions or proceedings diligently conducted (which actions or proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien), if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP.

“Permitted Investments” means, subject to the limitation set forth in Section 10.6 hereof:

(a) Investments held by the Company or its Subsidiaries in the form of cash or Cash Equivalents;

(b) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from

Schedule B-19

financially troubled account debtors or lessees to the extent reasonably necessary in order to prevent or limit loss;

(c) Investments in Swap Contracts otherwise permitted under this Agreement; and/or

(d) any other Investments (including through the creation, purchase or other acquisition of the Equity Interests of any Subsidiary (or other Person that following such creation, purchase or other acquisition would be a Subsidiary)) so long as (i) no Event of Default has occurred and is continuing immediately before or immediately after giving effect to the making of such Investment and (ii) immediately after giving effect to the making of such Investment the Company shall be in compliance, on a pro forma basis, with the provisions of Section 10.1

“Permitted Pari Passu Provisions” means provisions that are contained in documentation evidencing or governing Pari Passu Obligations which provisions are the result of (a) limitations on the ability of the Company or a Subsidiary to make Restricted Payments or transfer property to the Company or any Subsidiary Guarantor which limitations are not, taken as a whole, materially more restrictive than those contained in this Agreement, (b) limitations on the creation of any Lien on any assets of a Person that are not, taken as a whole, materially more restrictive than those contained in this Agreement or any other Financing Document or (c) any requirement that Pari Passu Obligations be secured on an “equal and ratable basis” to the extent that the Notes and this Agreement are secured.

“Permitted Property Encumbrances” means:

(a) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted (which actions or proceedings have the effect of preventing the forfeiture or sale of the property of assets subject to any such Lien), if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP.

(b) easements, rights-of-way, sewers, electric lines, telegraph and telephone lines, restrictions (including zoning restrictions), encroachments, protrusions and other similar encumbrances affecting Property which (i) to the extent existing with respect to an Unencumbered Eligible Property, would not reasonably be expected to result in a material adverse effect with respect to the use, operations or marketability of such Unencumbered Eligible Property or (ii) to the extent existing with respect to a Property that is not an Unencumbered Eligible Property, could not reasonably be expected to have a Material Adverse Effect;

(c) mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than thirty (30) days or are being contested in good faith and by appropriate actions or proceedings diligently conducted (which actions or proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien), if adequate reserves with respect thereto are maintained on the books of the applicable Person;

Schedule B-20

(d) any interest or right of a lessee of a Property under leases entered into in the ordinary course of business of the applicable lessor; and

(e) rights of lessors under Eligible Ground Leases.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means an “employee benefit plan” (as defined in section 3(3) of ERISA) subject to Title I of ERISA that is or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years, have been made or required to be made, by the Company or any ERISA Affiliate or with respect to which the Company or any ERISA Affiliate may have any liability.

“Private Rating Letter” means a letter issued by an Acceptable Rating Agency in connection with any Debt Rating for the applicable series of Notes, which (a) sets forth the Debt Rating for such series of Notes, (b) refers to the Private Placement Number issued by PPN CUSIP Unit of CUSIP Global Services (in cooperation with the SVO) in respect of such series of Notes, (c) addresses the likelihood of payment of both principal and interest on the Notes (which requirement shall be deemed satisfied if either (x) such letter includes confirmation that the rating reflects the Acceptable Rating Agency’s assessment of the Company’s ability to make timely payment of principal and interest on such series of Notes or a similar statement or (y) such letter is silent as to the Acceptable Rating Agency’s assessment of the likelihood of payment of both principal and interest and does not include any indication to the contrary), (d) includes such other information describing the relevant terms of such series of Notes as may be required from time to time by the SVO or any other regulatory authority having jurisdiction over any holder of any Notes, and (e) shall not be subject to confidentiality provisions which would prevent it from being shared with the SVO or any other regulatory authority having jurisdiction over any holder of such series of Notes.

“Private Rating Rationale Report” means, with respect to any Debt Rating that is not a public rating, a report issued by the applicable Acceptable Rating Agency in connection with such Debt Rating setting forth an analytical review of the Notes explaining the transaction structure, methodology relied upon, and, as appropriate, analysis of the credit, legal, and operational risks and mitigants supporting the assigned Debt Rating, in each case, on the letterhead of such Acceptable Rating Agency or its controlled website and generally consistent with the work product that such Acceptable Rating Agency would produce for a similar publicly rated security and otherwise in form and substance generally required by the SVO or any other Governmental Authority having jurisdiction over any holder of any Notes from time to time. Such report shall not be subject to confidentiality provisions or other restrictions which would prevent or limit the report from being shared with the SVO or any other Governmental Authority having jurisdiction over any holder of any Notes.

“Property” means the properties owned by the Company and/or any of its Subsidiaries, or in which the Company or any of its Subsidiaries has a leasehold interest.

Schedule B-21

“property” or “properties” means, unless otherwise specifically limited, real or personal property of any kind, tangible or intangible, choate or inchoate.

“Prudential Note Agreement” means that certain Seventh Amended and Restated Note Purchase and Guarantee Agreement, dated as of November 21, 2024, by and among the Company, the Initial Subsidiary Guarantors and the Prudential Purchasers, together with the promissory notes of the Company issued pursuant to the terms thereof and including any renewals, extensions, amendments, supplements, restatements, replacements or refinancing of such Seventh Amended and Restated Note Purchase and Guarantee Agreement or such notes.

“Prudential Purchasers” means the purchasers from time to time party to the Prudential Note Agreement.

“PTE” is defined in Section 6.2(a).

“Purchaser” or “Purchasers” means each of the purchasers of the Notes that has executed and delivered this Agreement to the Company and such Purchaser’s successors and assigns (so long as any such assignment complies with Section 13.2), provided, however, that any Purchaser of a Note that ceases to be the registered holder or a beneficial owner (through a nominee) of such Note as the result of a transfer thereof pursuant to Section 13.2 shall cease to be included within the meaning of “Purchaser” of such Note for the purposes of this Agreement upon such transfer.

“QPAM Exemption” is defined in Section 6.2(d).

“Qualified Institutional Buyer” means any Person who is a “qualified institutional buyer” within the meaning of such term as set forth in Rule 144A(a)(1) under the Securities Act.

“Qualified Tenant” means, at any time, a Tenant under a Lease of Property that meets the following criteria: (a) either such Tenant is itself in occupancy of such Property or, if such Property is occupied by subtenants of such Tenant, no member of the Consolidated Group has reason to believe that the failure of such subtenants to occupy such Property would reasonably be expected to result in such Tenant defaulting its monetary obligations under the Lease of such Property to which it is a party as lessee, (b) such Tenant is not subject to any proceedings under Debtor Relief Laws, (c) such Tenant is not more than one month in arrears on its rent payments due under the Lease of such Property to which it is a party as lessee, and (d) if such Tenant has one or more sub-tenants, neither the Company nor any of its Subsidiaries has actual knowledge, without inquiry or investigation, of any monetary defaults by such sub-tenant(s) under its sublease with such Tenant that would reasonably be expected to result in such Tenant defaulting its monetary obligations under the Lease of such Property to which it is a party as lessee.

“Rating Agency” means any of S&P, Fitch or Moody’s.

“Real Property” as to any Person means all of the right, title, and interest of such Person in and to land, improvements, and fixtures.

Schedule B-22

“Recourse Indebtedness” means Indebtedness, other than Indebtedness under the Financing Documents, that is not Non-Recourse Indebtedness; provided that personal recourse for Customary Non-Recourse Carve-Outs shall not, by itself, cause such Indebtedness to be characterized as Recourse Indebtedness.

“Related Fund” means, with respect to any holder of any Note, any fund or entity that (i) invests in Securities or bank loans, and (ii) is advised or managed by such holder, the same investment advisor as such holder or by an affiliate of such holder or such investment advisor.

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“Release” means any release, spill, emission, discharge, deposit, disposal, leaking, pumping, pouring, dumping, emptying, injection or leaching into the environment, or into, from or through any building, structure or facility.

“Relevant Payment” is defined in Section 15.12.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.

“Required Holders” means (a) at any time during the period beginning on the Execution Date to and including the Closing Date, all Purchasers of the New Notes and the holders of at least a majority in principal amount of the Existing Notes at the time outstanding (exclusive of Notes then owned by the Company or any of its Affiliates), and (b) at all times after the Closing Date Day, the holders of greater than at least a majority in principal amount of the Notes (without regard to series) at the time outstanding (exclusive of Notes then owned by the Company or any of its Affiliates).

“Responsible Officer” means any Senior Financial Officer and any other officer of the Company with responsibility for the administration of the relevant portion of this Agreement.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of any Person or any Subsidiary thereof, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to such Person’s stockholders, partners or members (or the equivalent Person thereof).

“S&P” means S&P Global Ratings, a division of S&P Global, and any successor to its rating agency business.

“SEC” means the Securities and Exchange Commission of the United States or any successor thereto.

Schedule B-23

“Secured Indebtedness” means Indebtedness of any Person that is secured by a Lien on any asset (including without limitation any Equity Interest) owned or leased by the Company, any Subsidiary thereof or any Unconsolidated Affiliate, as applicable; provided that a negative pledge shall not, in and of itself, cause any Indebtedness to be considered to be Secured Indebtedness.

“Securities” or “Security” shall have the meaning specified in section 2(1) of the Securities Act.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“Senior Financial Officer” means the chief executive officer, president, chief financial officer, principal accounting officer, treasurer or comptroller of the Company.

“Series N Notes” means the Existing Series N Notes, as amended, restated or otherwise modified from time to time, and shall include any notes issued in substitution, replacement or exchange therefor pursuant to Section 13 in the form attached hereto as Schedule 1-A.

“Series P Notes” means the Existing Series P Notes, as amended, restated or otherwise modified from time to time, and shall include any notes issued in substitution, replacement or exchange therefor pursuant to Section 13 in the form attached hereto as Schedule 1-B.

“Series R Notes” is defined in Section 1.4.

“Series R Purchasers” is defined in Section 2.

“Series S Notes” is defined in Section 1.4.

“Series S Purchasers” is defined in Section 2.

“Shareholders’ Equity” means, as of any date of determination, consolidated shareholders’ equity of the Consolidated Group as of that date determined in accordance with GAAP

“Significant Subsidiary” means, on any date of determination, each Subsidiary or group of Subsidiaries of the Company (a) whose total assets as of the last day of the then most recently ended fiscal quarter were equal to or greater than 10% of the Total Asset Value at such time, or (b) whose gross revenues were equal to or greater than 10% or more of the consolidated revenues of the Company and its Subsidiaries for the then most recently ended period of four fiscal quarters (it being understood that all such calculations shall be determined in the aggregate for all Subsidiaries of the Company subject to any of the events specified in clause (g), (h) or (i) of Section 11).

“Single Asset Entity” means a Person (other than an individual) that (a) only owns or leases a Property and/or cash or Cash Equivalents and other assets of nominal value incidental to such Person’s ownership of such Property; (b) is engaged only in the business of owning, developing and/or leasing such Property; and (c) receives substantially all of its gross revenues from such Property. In addition, if the assets of a Person consist solely of (i) Equity Interests in

Schedule B-24

one or more other Single Asset Entities and (ii) cash or Cash Equivalents and other assets of nominal value incidental to such Person’s ownership of the other Single Asset Entities, such Person shall also be deemed to be a Single Asset Entity for purposes of this Agreement (such an entity, a “Single Asset Holding Company”).

“Single Asset Holding Company” has the meaning given that term in the definition of Single Asset Entity.

“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. For purposes of this definition, the amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Source” is defined in Section 6.2.

“State Sanctions List” means a list that is adopted by any state Governmental Authority within the United States of America pertaining to Persons that engage in investment or other commercial activities in Iran or any other country that is a target of economic sanctions imposed under U.S. Economic Sanctions Laws.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Company.

“Subsidiary Guarantor” means, collectively, (a) each Initial Subsidiary Guarantor, (b) each Subsidiary that is, or is required to become, a “Guarantor” under and pursuant to the terms of any Bank Loan Document, the Prudential Note Agreement, the MetLife Note Agreement, the Barings Note Agreement, the AIG Note Agreement, any Additional Note Agreement or any other document, instrument or agreement evidencing or governing any other Unsecured Debt and (c) each Subsidiary that from time to time becomes party hereto as a Subsidiary Guarantor pursuant to Section 9.13 hereof, and in each case under clauses (a), (b) and (c) together with their successors and permitted assigns.

Schedule B-25

“Substitute Purchaser” is defined in Section 22.

“Super-Majority Holders” means (a) at any time during the period beginning on the Execution Date to and including the Closing Date, all Purchasers of the New Notes and the holders of at least 66-2/3% in principal amount of the Existing Notes at the time outstanding (exclusive of Notes then owned by the Company or any of its Affiliates), and (b) at all times after the Closing Date, the holders of at least 66-2/3% in principal amount of the Notes (without regard to series) at the time outstanding (exclusive of Notes then owned by the Company or any of its Affiliates).

“SVO” means the Securities Valuation Office of the NAIC or any successor to such Office.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Purchaser or any Affiliate of a Purchaser).

“Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

Schedule B-26

“Tenant” means any tenant, lessee, licensee or occupant under a Lease, including a subtenant or a subleasee.

“Threshold Amount” means (a) with respect to Recourse Indebtedness of any Person, $30,000,000, (b) with respect to Non-Recourse Indebtedness of any Person, $75,000,000 and (c) with respect to the Swap Termination Value owed by any Person, $30,000,000.

“Total Asset Value” means, on any date of determination, the sum (without duplication) of (a) the Consolidated Group’s Ownership Share of NOI for the period of four full fiscal quarters ended on or most recently ended prior to such date (excluding the Consolidated Group’s Ownership Share of NOI for any Property not owned or leased for the entirety of such four fiscal quarter period), and divided by the Cap Rate, (b) the aggregate cash acquisition price paid to a Person that is not an Affiliate of the Company for Properties (other than unimproved land, or properties that are under construction or otherwise under development and not yet substantially complete) that has not been owned or ground leased pursuant to an Eligible Ground Lease, as of the last day of the fiscal quarter ended on or most recently ended prior to such date for a period of less than four full fiscal quarters as of such date, plus the amount of capital expenditures actually spent by the Company or a consolidated Subsidiary thereof in connection with such Properties, (c) Cash and Cash Equivalents, (d) investments in marketable securities, valued at the lower of GAAP book value or “market” as of the end of the fiscal quarter ended on or most recently ended prior to such date, (e) the aggregate GAAP book value of all unimproved land and properties that are under construction or otherwise under development and not yet substantially complete owned or leased as of the last day of the fiscal quarter ended on or most recently ended prior to such date and (f) the aggregate GAAP book value of mortgage notes receivable as of the last day of the fiscal quarter ended on or most recently ended prior to such date. The Consolidated Group’s Ownership Share of assets held by Unconsolidated Affiliates (excluding assets of the type described in clauses (c) and (d) above) will be included in the calculation of Total Asset Value on a basis consistent with the above described treatment for Wholly-Owned assets; provided, that notwithstanding the foregoing, for purposes of calculating Total Asset Value at any time, Investments in excess of the following limitations on specific classes of Investments shall be excluded from such calculations, but, for avoidance of doubt, shall not be a Default or Event of Default:

(i) purchase money mortgages or other financing provided to Persons in connection with the sale of a Property, in an aggregate amount in excess of ten percent (10%) of Total Asset Value;

(ii) purchasing, originating and owning loans (excluding loans described in clause (i) above) secured by mortgages or deeds of trust on one or more Real Properties that are described in the definition of Permitted Businesses, in an aggregate amount in excess of fifteen percent (15%) of Total Asset Value;

(iii) Investments in unimproved land in an aggregate amount in excess of ten percent (10%) of Total Asset Value;

(iv) Investments in marketable securities traded on the New York Stock Exchange (NYSE), the American Stock Exchange (AMEX) or NASDAQ (National

Schedule B-27

Market System Issues only) in an aggregate amount in excess of five percent (5%) of the Total Asset Value;

(v) Investments in Unconsolidated Affiliates (excluding investments described in clause (iv) above) in an aggregate amount in excess of five percent (5%) of Total Asset Value;

(vi) Investments in Real Property under development (i.e., a property which is being developed for which a certificate of occupancy (or other equivalent thereof issued under applicable local law) has not been issued) in an aggregate amount in excess of ten percent (10%) of the Total Asset Value;

(vii) Investments in multi-tenant retail businesses in an aggregate amount in excess of ten percent (10%) of the Total Asset Value; and

(viii) Investments of the types set forth in clauses (i) through (vii) above in an aggregate amount in excess of thirty percent (30%) of the Total Asset Value.

Determinations of whether an Investment causes one of the above limitations to be exceeded will be made after giving effect to the subject Investment, and the value of any Investment will be determined in the manner set forth in clauses (a) through (f) of this definition.

“Transactions” means the execution, delivery and performance by the Company of this Agreement, the issuance of the Notes hereunder and the guaranties by the Subsidiary Guarantors of the Indebtedness owing to the Purchasers hereunder.

“Transferee” means (a) with respect to the New Notes Notes, any Person who becomes a holder of the New Notes after the Closing Date in accordance with the terms of this Agreement, and (b) with respect to any other Notes, any Person who becomes a holder of such series of Notes after the original closing date for the issuance and sale of such series of Notes.

“Unconditional Guarantee” is defined in Section 15.1.

“Unconsolidated Affiliate” means, at any date, any Person (x) in which any member of the Consolidated Group, directly or indirectly, holds an Equity Interest, which investment is accounted for in the consolidated financial statements of the Company on an equity basis of accounting and (y) whose financial results are not consolidated with the financial results of the Company under GAAP.

“Unencumbered Asset Value” means, as of any date of determination, the sum of

(a) (i) the aggregate Unencumbered NOI from Unencumbered Eligible Properties owned, or ground leased pursuant to an Eligible Ground Lease, for the period of four full fiscal quarters ended on or most recently ended prior to such date, divided by (ii) the Cap Rate;

(b) the sum of (i) the aggregate cash acquisition price paid to a Person that is not an Affiliate of the Company for all Unencumbered Eligible Properties that were owned, or

Schedule B-28

ground leased pursuant to an Eligible Ground Lease, as of the last day of the fiscal quarter ended on or most recently ended prior to such date for a period less than four full fiscal quarters plus (ii) an amount equal to the lesser of (A) the amount of capital expenditures actually spent by the Company or a consolidated Subsidiary thereof in connection with such Unencumbered Eligible Properties and (B) ten percent (10%) of the aggregate cash acquisition price paid for such Unencumbered Eligible Properties as referred to in the clause (b)(i) above; and

(c) [Intentionally omitted];

provided, however that (x) not more than fifteen percent (15%) of the Unencumbered Asset Value at any time may be in respect of Unencumbered Eligible Properties that are subject to Eligible Ground Leases (rather than Wholly-Owned in fee simple), with any excess over the foregoing limit being excluded from Unencumbered Asset Value and (y) not more than fifteen percent (15%) of the Unencumbered Asset Value at any time may be in respect of Unencumbered Eligible Properties that are not an operating gasoline station, a convenience store or another Permitted Business operating adjacent to or in connection with an operating gasoline station or convenience store owned or ground leased by the Consolidated Group.

“Unencumbered Eligible Property” has the meaning specified in the definition of “Unencumbered Property Criteria”.

“Unencumbered Interest Coverage Ratio” means, as of the last day of any fiscal quarter of the Company, the ratio of (a) Unencumbered NOI for all Unencumbered Eligible Properties for such fiscal quarter to (b) Unsecured Interest Expense for such fiscal quarter.

“Unencumbered NOI” means, as for any period, the aggregate NOI that is attributable to all Unencumbered Eligible Properties owned, or ground leased pursuant to an Eligible Ground Lease, during such period; provided, that not more than 30% of the aggregate Unencumbered NOI for all Unencumbered Eligible Properties at any time may come from any single Tenant (together with its Affiliates), with any excess over the foregoing limit being excluded from such aggregate Unencumbered NOI.

“Unencumbered Property Criteria” in order for any Property to be included as an Unencumbered Eligible Property it must be designated as such by the Company and meet and continue to satisfy each of the following criteria (each such property that is so designated and meets such criteria being referred to as an “Unencumbered Eligible Property”):

(a) the Property is operated as a Permitted Business;

(b) the Property is Wholly-Owned in fee simple directly by, or is ground leased pursuant to an Eligible Ground Lease directly to, the Company or a Subsidiary Guarantor;

(c) each Unencumbered Property Subsidiary with respect to the Property must be a Wholly-Owned Subsidiary of the Company and be a Subsidiary Guarantor;

Schedule B-29

(d) each Unencumbered Property Subsidiary with respect to the Property must be organized in a state within the United States of America or in the District of Columbia, and the Property itself must be located in a state within the United States of America or in the District of Columbia;

(e) the Equity Interests of each Unencumbered Property Subsidiary with respect to such Property are not subject to any Liens (including, without limitation, any restriction contained in the Organizational Documents of any such Subsidiary that limits the ability to create a Lien thereon as security for indebtedness, but excluding any negative pledge under the Financing Documents or which is a Permitted Pari Passu Provision or is a negative pledge which is contemplated pursuant to clause (B) of Section 10.11) other than Permitted Equity Encumbrances;

(f) the Property is not subject to any ground lease (other than an Eligible Ground Lease), Lien or any restriction (other than any negative pledge under the Financing Documents or which is a Permitted Pari Passu Provision or is a negative pledge which is contemplated pursuant to clause (B) of Section 10.11) on the ability of the Company and each Unencumbered Property Subsidiary with respect to such Property to transfer or encumber such property or income therefrom or proceeds thereof (other than Permitted Property Encumbrances);

(g) the Property does not have any title, survey, environmental, structural, architectural or other defects that would interfere with the use of such Property for its intended purpose in any material respect and shall not be subject to any condemnation or similar proceeding;

(h) no Unencumbered Property Subsidiary with respect to such Property shall be subject to any proceedings under any Debtor Relief Law;

(i) no Unencumbered Property Subsidiary with respect to such Property shall incur or otherwise be liable for any Indebtedness (other than (x) Indebtedness under the Financing Documents, (y) Unsecured Debt (whether as a borrower, guarantor or other obligor) and (z) in the case of an Unencumbered Property Subsidiary that indirectly owns all or any portion of an Unencumbered Eligible Property (an “Indirect Owner”), unsecured guaranties of Non-Recourse Indebtedness of a Subsidiary thereof for which recourse to such Indirect Owner is contractually limited to liability for Customary Non-Recourse Carve-Outs); and

(j) the business(es) operated at such Property would not, in the reasonable judgment of the holder of any Note, reasonably be expected to cause such holder to violate any applicable law or regulation.

“Unencumbered Property Subsidiary” means each Subsidiary of the Company that owns, or ground leases, directly or indirectly, all or a portion of any Unencumbered Eligible Property.

“United States” and “U.S.” mean the United States of America.

Schedule B-30

“Unrestricted Cash and Cash Equivalents” means on any date, the sum of: (a) the aggregate amount of unrestricted cash then held by the Company or any of its Subsidiaries (as set forth on the Company’s balance sheet for the then most recently ended fiscal quarter), plus (b) the aggregate amount of unrestricted Cash Equivalents (valued at fair market value) then held by the Company or any of its Subsidiaries. As used in this definition, “Unrestricted” means, with respect to any asset, the circumstance that such asset is not subject to any Liens or claims of any kind in favor of any Person.

“Unsecured Debt” means Indebtedness of any Person that is not Secured Indebtedness.

“Unsecured Debt Facility” means Unsecured Debt of any Person that is of a type described in clause (a), (b) or (c) of the definition of “Indebtedness” or is a Guarantee of any such Unsecured Debt. For the avoidance of doubt, with respect to any Unsecured Debt Facility of the type described in clause (c) of the definition of “Indebtedness”, Unsecured Debt Facility shall not include any underlying Secured Indebtedness that is the subject of such Swap Contract or any documentation with respect to any such underlying Secured Indebtedness that is the subject of such Swap Contract.

“Unsecured Interest Expense” means, for any period, the portion of Consolidated Interest Expense for such period attributable to Unsecured Debt equal to the actual interest expense incurred in respect thereof during such period.

“USA PATRIOT Act” means United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“U.S. Economic Sanctions Laws” means those laws, executive orders, enabling legislation or regulations administered and enforced by the United States pursuant to which economic sanctions have been imposed on any Person, entity, organization, country or regime, including the Trading with the Enemy Act, the International Emergency Economic Powers Act, the Iran Sanctions Act, the Sudan Accountability and Divestment Act and any other OFAC Sanctions Program.

“Wholly-Owned” means with respect to the ownership by any Person of any Property, that one hundred percent (100%) of the title to such Property is held in fee directly or indirectly by, or one hundred percent (100%) of such Property is ground leased pursuant to an Eligible Ground Lease directly or indirectly by, such Person.

“Wholly-Owned Subsidiary” means, with respect to any Person on any date, any corporation, partnership, limited liability company or other entity of which one hundred percent (100%) of the Equity Interests and one hundred percent (100%) of the ordinary voting power are, as of such date, owned and Controlled, directly or indirectly, by such Person.

The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be

Schedule B-31

deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise,

(a) any definition of or reference to any agreement, instrument or other document herein (including any Organizational Documents), shall be construed as referring to such agreement, instrument or other document, as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein),

(b) any reference herein to any Person shall be construed to include such Person’s successors and assigns,

(c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, and

(d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement.

Schedule B-32

SCHEDULE C

Eligible Ground Leases (Legacy)

[* * *]

[***] Indicates material that has been excluded from this Exhibit 10.14 because it is not material.

Schedule C

Schedule 1-A

[Form of Series N Note]

GETTY REALTY CORP.

3.45% Series N Guaranteed Senior Note Due February 22, 2032

No. RN-[_____] [DATE]

$[_______] PPN: 374297 E@4

For Value Received, the undersigned, Getty Realty Corp. (herein called the “Company”), a corporation organized and existing under the laws of the State of Maryland, hereby promises to pay to [____________], or registered assigns, the principal sum of [_____________________] Dollars (or so much thereof as shall not have been prepaid) on February 22, 2032 (the “Maturity Date”), with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of 3.45% per annum from the date hereof, payable quarterly, on the 25th day of February, May, August and November in each year, commencing with the later of May 25, 2022 or the February 25th, May 25th, August 25th or November 25th, as applicable, next succeeding the date hereof, and on the Maturity Date, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, (x) on any overdue payment of interest and (y) during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Make-Whole Amount, at a rate per annum from time to time equal to the greater of (i) 5.45% or (ii) 2.0% over the rate of interest publicly announced by JPMorgan Chase Bank, N.A. from time to time in New York, New York as its “base” or “prime” rate, payable quarterly as aforesaid (or, at the option of the registered holder hereof, on demand).

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the principal office of JPMorgan Chase Bank, N.A. in New York, New York or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Agreement referred to below.

This Note is one of a series of Guaranteed Senior Notes (herein called the “Notes”) issued pursuant to the Amended and Restated Note Purchase and Guarantee Agreement, dated as of November 21, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Note Agreement”), among the Company, the Initial Subsidiary Guarantors and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 21 of the Note Agreement and (ii) made the representation set forth in Section 6.2 of the Note Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Agreement.

Schedule 1-A

This Note is a registered Note and, as provided in the Note Agreement, upon surrender of this Note for registration of transfer accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

The obligations of the Company under this Note have been guaranteed by the Subsidiary Guarantors pursuant to the Note Agreement.

This Note is subject to prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Agreement, but not otherwise.

If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Agreement.

This Note shall be construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

GETTY REALTY CORP.
By:
Name:
Title:

Schedule 1-A

Schedule 1-B

[Form of Series P Note]

GETTY REALTY CORP.

3.65% Series P Guaranteed Senior Note Due January 20, 2033

No. RP-[_____] [DATE]

$[_______] PPN: 374297 E#2

For Value Received, the undersigned, Getty Realty Corp. (herein called the “Company”), a corporation organized and existing under the laws of the State of Maryland, hereby promises to pay to [____________], or registered assigns, the principal sum of [_____________________] Dollars (or so much thereof as shall not have been prepaid) on January 20, 2033 (the “Maturity Date”), with interest (computed on the basis of a 360-day year of twelve 30‑day months) (a) on the unpaid balance hereof at the rate of 3.65% per annum from the date hereof, payable quarterly, on the 25th day of February, May, August and November in each year, commencing with the February 25th, May 25th, August 25th or November 25th, as applicable, next succeeding the date hereof, and on the Maturity Date, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, (x) on any overdue payment of interest and (y) during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Make-Whole Amount, at a rate per annum from time to time equal to the greater of (i) 5.65% or (ii) 2.0% over the rate of interest publicly announced by JPMorgan Chase Bank, N.A. from time to time in New York, New York as its “base” or “prime” rate, payable quarterly as aforesaid (or, at the option of the registered holder hereof, on demand).

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the principal office of JPMorgan Chase Bank, N.A. in New York, New York or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Agreement referred to below.

This Note is one of a series of Guaranteed Senior Notes (herein called the “Notes”) issued pursuant to the Amended and Restated Note Purchase and Guarantee Agreement, dated as of November 21, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Note Agreement”), among the Company, the Initial Subsidiary Guarantors and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 21 of the Note Agreement and (ii) made the representation set forth in Section 6.2 of the Note Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Agreement.

Schedule 1-B

This Note is a registered Note and, as provided in the Note Agreement, upon surrender of this Note for registration of transfer accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

The obligations of the Company under this Note have been guaranteed by the Subsidiary Guarantors pursuant to the Note Agreement.

This Note is subject to prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Agreement, but not otherwise.

If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Agreement.

This Note shall be construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

GETTY REALTY CORP.
By:
Name:
Title:

Schedule 1-B

Schedule 1-C

[Form of Series R Note]

GETTY REALTY CORP.

5.52% Series R Guaranteed Senior Note Due September 12, 2029

No. RR-[_____] [DATE]

$[_______] PPN: 374297 F@3

For Value Received, the undersigned, Getty Realty Corp. (herein called the “Company”), a corporation organized and existing under the laws of the State of Maryland, hereby promises to pay to [____________], or registered assigns, the principal sum of [_____________________] Dollars (or so much thereof as shall not have been prepaid) on September 12, 2029 (the “Maturity Date”), with interest (computed on the basis of a 360-day year of twelve 30‑day months) (a) on the unpaid balance hereof at the rate of 5.52% per annum from the date hereof, payable quarterly, on the 25th day of February, May, August and November in each year, commencing with the February 25th, May 25th, August 25th or November 25th, as applicable, next succeeding the date hereof, and on the Maturity Date, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, (x) on any overdue payment of interest and (y) during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Make-Whole Amount, at a rate per annum from time to time equal to the greater of (i) 7.52% or (ii) 2.0% over the rate of interest publicly announced by JPMorgan Chase Bank, N.A. from time to time in New York, New York as its “base” or “prime” rate, payable quarterly as aforesaid (or, at the option of the registered holder hereof, on demand).

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the principal office of JPMorgan Chase Bank, N.A. in New York, New York or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Agreement referred to below.

This Note is one of a series of Guaranteed Senior Notes (herein called the “Notes”) issued pursuant to the Amended and Restated Note Purchase and Guarantee Agreement, dated as of November 21, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Note Agreement”), among the Company, the Initial Subsidiary Guarantors and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 21 of the Note Agreement and (ii) made the representation set forth in Section 6.2 of the Note Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Agreement.

Schedule 1-C

This Note is a registered Note and, as provided in the Note Agreement, upon surrender of this Note for registration of transfer accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

The obligations of the Company under this Note have been guaranteed by the Subsidiary Guarantors pursuant to the Note Agreement.

This Note is subject to prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Agreement, but not otherwise.

If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Agreement.

This Note shall be construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

GETTY REALTY CORP.
By:
Name:
Title:

Schedule 1-C

Schedule 1-D

[Form of Series S Note]

GETTY REALTY CORP.

5.70% Series S Guaranteed Senior Note Due February 22, 2032

No. RS-[_____] [DATE]

$[_______] PPN: 374297 F#1

For Value Received, the undersigned, Getty Realty Corp. (herein called the “Company”), a corporation organized and existing under the laws of the State of Maryland, hereby promises to pay to [____________], or registered assigns, the principal sum of [_____________________] Dollars (or so much thereof as shall not have been prepaid) on February 22, 2032 (the “Maturity Date”), with interest (computed on the basis of a 360-day year of twelve 30‑day months) (a) on the unpaid balance hereof at the rate of 5.70% per annum from the date hereof, payable quarterly, on the 25th day of February, May, August and November in each year, commencing with the February 25th, May 25th, August 25th or November 25th, as applicable, next succeeding the date hereof, and on the Maturity Date, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, (x) on any overdue payment of interest and (y) during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Make-Whole Amount, at a rate per annum from time to time equal to the greater of (i) 7.70% or (ii) 2.0% over the rate of interest publicly announced by JPMorgan Chase Bank, N.A. from time to time in New York, New York as its “base” or “prime” rate, payable quarterly as aforesaid (or, at the option of the registered holder hereof, on demand).

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the principal office of JPMorgan Chase Bank, N.A. in New York, New York or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Agreement referred to below.

This Note is one of a series of Guaranteed Senior Notes (herein called the “Notes”) issued pursuant to the Amended and Restated Note Purchase and Guarantee Agreement, dated as of November 21, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Note Agreement”), among the Company, the Initial Subsidiary Guarantors and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 21 of the Note Agreement and (ii) made the representation set forth in Section 6.2 of the Note Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Agreement.

Schedule 1-D

This Note is a registered Note and, as provided in the Note Agreement, upon surrender of this Note for registration of transfer accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

The obligations of the Company under this Note have been guaranteed by the Subsidiary Guarantors pursuant to the Note Agreement.

This Note is subject to prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Agreement, but not otherwise.

If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Agreement.

This Note shall be construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

GETTY REALTY CORP.
By:
Name:
Title:

Schedule 1-D

Schedule 5.4

SUBSIDIARIES OF THE COMPANY AND OWNERSHIP OF SUBSIDIARY STOCK

[* * *]

[***] Indicates material that has been excluded from this Exhibit 10.14 because it is not material.

Schedule 5.4

SCHEDULE 5.5

FINANCIAL STATEMENTS

[* * *]

[***] Indicates material that has been excluded from this Exhibit 10.14 because it is not material.

Schedule 5.5

SCHEDULE 5.15

EXISTING INDEBTEDNESS

[* * *]

[***] Indicates material that has been excluded from this Exhibit 10.14 because it is not material.

Schedule 5.15

SCHEDULE 5.23

CONDITION OF PROPERTIES

[* * *]

[***] Indicates material that has been excluded from this Exhibit 10.14 because it is not material.

Schedule 5.23

EXHIBIT A

[FORM OF JOINDER AGREEMENT]

[NAME OF SUBSIDIARY GUARANTOR]

To each Noteholder (as defined below):

Date: [Month] [Day], 20[__]

Reference is made to that certain Amended and Restated Note Purchase and Guarantee Agreement, dated as of November 21, 2024 (as amended, restated or otherwise modified from time to time, the “Note Purchase Agreement”) among Getty Realty Corp., a Maryland corporation (the “Company”), each of its Subsidiaries from time to time party thereto as a Subsidiary Guarantor (collectively, the “Subsidiary Guarantors”) and the holders of Notes issued thereunder and each of their respective successors and assigns, including, without limitation, future holders of the Notes (as defined below) (collectively, the “Noteholders”), pursuant to which the Company, among other things, (a) amended and restated that certain Note Purchase and Guarantee Agreement, dated as of February 22, 2022 and (b) issued to (i) the Series R Purchasers its 5.52% Series R Guaranteed Senior Notes due September 12, 2029 (as the same may be amended, restated or otherwise modified from time to time, the “Series R Notes”) in the aggregate principal amount $50,000,000, and (ii) the Series S Purchasers its 5.70% Series S Guaranteed Senior Notes due February 22, 2032 (as the same may be amended, restated or otherwise modified from time to time, the “Series S Notes” and together with the Series N Notes and the Series P Notes, collectively, the “Notes”) in the aggregate principal amount of $25,000,000.

Capitalized terms used herein and not otherwise defined herein have the meanings specified in the Note Purchase Agreement.

1. JOINDER OF GUARANTOR.

In accordance with the terms of Section 9.13 of the Note Purchase Agreement, [Insert Name of Subsidiary Guarantor], a [__________] [corporation/limited liability company] (the “Subsidiary Guarantor”), by the execution and delivery of this Joinder Agreement, does hereby agree to become, and does hereby become, a party to the Note Purchase Agreement and bound by the terms and conditions of the Note Purchase Agreement as a Subsidiary Guarantor, including, without limitation, becoming jointly and severally liable with the other Subsidiary Guarantors for the Guaranteed Obligations in accordance with Section 15 of the Note Purchase Agreement and for the due and punctual performance and observance of all the covenants in the Note Purchase Agreement to be performed or observed by the Obligors, all as more particularly provided for in Sections 9 and 10 of the Note Purchase Agreement. The Note Purchase Agreement is hereby, without any further action, amended to add the Subsidiary Guarantor as a “Subsidiary Guarantor”, “Obligor” and signatory to the Note Purchase Agreement. Upon the execution hereof, this Joinder Agreement shall constitute a “Financing Document” for purposes of the Note Purchase Agreement.

Exhibit A-1

2. REPRESENTATIONS AND WARRANTIES OF THE ADDITIONAL SUBSIDIARY GUARANTOR.

The Subsidiary Guarantor hereby makes, as of the date hereof and only as to itself in its capacity as a Subsidiary Guarantor and/or as a Subsidiary, each of the representations and warranties set forth in Section 5 of the Note Purchase Agreement that is directly applicable to a Subsidiary Guarantor or a Subsidiary (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date).

3. DELIVERIES BY SUBSIDIARY GUARANTOR.

The Subsidiary Guarantor hereby delivers to each of the Noteholders, contemporaneously with the delivery of this Joinder Agreement, each of the documents and certificates set forth in Section 9.13 of the Note Purchase Agreement.

4. ADDRESS FOR NOTICES.

All notices, requests, demands and communications to or upon the Subsidiary Guarantor shall be governed by the terms of Section 19 of the Note Purchase Agreement and shall be addressed to the Subsidiary Guarantor at c/o Getty Realty Corp., 292 Madison Avenue, New York, New York 10017, Attention of Chief Financial Officer (email address: [* * *]), or at such other address as the Subsidiary Guarantor shall have specified to the Noteholders in writing.

5. MISCELLANEOUS.

5.1 Effective Date.

This Joinder Agreement shall become effective on the date on which this Joinder Agreement and each of the documents and certificates set forth in Section 9.13 of the Note Purchase Agreement are sent to the Noteholders at the addresses and by a means stipulated in Section 19 of the Note Purchase Agreement.

5.2 Expenses.

The Subsidiary Guarantor agrees that it will pay the reasonable fees and the disbursements of special counsel to the Noteholders incurred in connection with the execution and delivery of this Joinder Agreement in accordance with Section 16 of the Note Purchase Agreement.

5.3 Section Headings, etc.

The titles of the Sections appear as a matter of convenience only, do not constitute a part hereof and shall not affect the construction hereof. The words “herein,” “hereof,” “hereunder” and “hereto” refer to this Joinder Agreement as a whole and not to any particular Section or other subdivision.

[***] Indicates material that has been excluded from this Exhibit 10.14 because it is not material.

Exhibit A-2

5.4 Governing Law.

THIS JOINDER AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

5.5 Successors and Assigns.

This Joinder Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Subsidiary Guarantor.

5.6 Facsimile Signature.

Delivery of an executed signature page of this Joinder Agreement by facsimile transmission or electronic transmission, including by PDF file, shall be as effective as delivery of a manually executed signature page hereof.

[Remainder of page intentionally left blank; next page is signature page]

Exhibit A-3

IN WITNESS WHEREOF, the Subsidiary Guarantor has caused this Joinder Agreement to be executed on its behalf by a duly authorized officer or agent thereof as of the date first above written.

Very truly yours,
[NAME OF SUBSIDIARY GUARANTOR]
By:
Name:
Title:

Exhibit A-4

EX-10.19

Exhibit 10.19

SEE SECTION 21 REGARDING NOTICE TO THE COMPANY

OF SUBPOENA OR OTHER LEGAL PROCESS SEEKING

DISCLOSURE OF CONFIDENTIAL INFORMATION

Execution Version

GETTY REALTY CORP.

$250,000,000 5.76% Series U Guaranteed Senior Notes due January 22, 2036

______________

Note Purchase and Guarantee Agreement

______________

Dated as of November 19, 2025

[Certain information indicated by [***] has been excluded from this Exhibit 10.18 because it is not material and is the type that the registrant treats as private or confidential.]

Table of Contents

	Page
Section 1.	AUTHORIZATION OF Issue of Notes	1
Section 1.1	Authorization of Notes	1
Section 1.2	Subsidiary Guaranty	1
Section 1.3	Agreement Unsecured	1
Section 1.4	Defined Terms; Schedules and Exhibits	1
Section 2.	Sale and Purchase of Notes	2
Section 3.	Execution and Closing	2
Section 4.	Conditions to EFFECTIVENESS AND Closing	2
Section 4.1	Conditions to Execution Date	2
Section 4.2	Conditions to Closing	4
Section 5.	Representations and Warranties	7
Section 5.1	Organization; Power and Authority	7
Section 5.2	Authorization, Etc	8
Section 5.3	Disclosure	8
Section 5.4	Organization and Ownership of Shares of Subsidiaries; Affiliates	8
Section 5.5	Financial Statements; Material Liabilities	9
Section 5.6	Compliance with Laws, Other Instruments, Etc	9
Section 5.7	Governmental Authorizations, Etc	10
Section 5.8	Litigation; Observance of Agreements, Statutes and Orders	10
Section 5.9	Taxes	10
Section 5.10	Title to Property; Leases	10
Section 5.11	Licenses, Permits, Etc	11
Section 5.12	Compliance with ERISA	11
Section 5.13	Private Offering by the Company	11
Section 5.14	Use of Proceeds; Margin Regulations	12
Section 5.15	Existing Indebtedness; Future Liens	12
Section 5.16	Foreign Assets Control Regulations, Etc	13
Section 5.17	Status under Certain Statutes	14
Section 5.18	Environmental Matters	14
Section 5.19	Economic Benefit	14

i

Table of Contents

(continued)

Page

Section 5.20	Solvency	15
Section 5.21	Intentionally Omitted	15
Section 5.22	Insurance	15
Section 5.23	Condition of Properties	15
Section 5.24	REIT Status; Stock Exchange Listing	15
Section 5.25	Unencumbered Eligible Properties	16
Section 6.	Representations of the Purchasers.	16
Section 6.1	Purchase for Investment	16
Section 6.2	Source of Funds	16
Section 7.	Information as to Company	18
Section 7.1	Financial and Business Information	18
Section 7.2	Officer’s Certificate	21
Section 7.3	Visitation	22
Section 7.4	Electronic Delivery	22
Section 8.	Payment and Prepayment of the Notes	23
Section 8.1	Maturity	23
Section 8.2	Optional Prepayments with Make-Whole Amount	23
Section 8.3	Intentionally Omitted	23
Section 8.4	Allocation of Partial Prepayments	23
Section 8.5	Maturity; Surrender, Etc	24
Section 8.6	Purchase of Notes	24
Section 8.7	Change in Control Prepayment	24
Section 8.8	Make-Whole Amount	26
Section 8.9	Payments Due on Non-Business Days	28
Section 9.	Affirmative Covenants.	28
Section 9.1	Existence; Conduct of Business; REIT Status	28
Section 9.2	Payment of Obligations	28
Section 9.3	Maintenance of Properties; Insurance	29
Section 9.4	Books and Records	29
Section 9.5	Compliance with Laws	29
Section 9.6	Environmental Laws	30

ii

Table of Contents

(continued)

Page

Section 9.7	Use of Proceeds	30
Section 9.8	Minimum Property Condition	30
Section 9.9	Maintenance of Rating on Notes	30
Section 9.10	Intentionally Omitted	31
Section 9.11	Intentionally Omitted	31
Section 9.12	Intentionally Omitted	31
Section 9.13	Subsidiary Guarantors	31
Section 9.14	Pari Passu Ranking	31
Section 10.	Negative Covenants	32
Section 10.1	Financial Covenants	32
Section 10.2	Indebtedness	32
Section 10.3	Liens	33
Section 10.4	Fundamental Changes	33
Section 10.5	Dispositions	34
Section 10.6	Limitation on Restricted Payments	34
Section 10.7	Limitation on Investments	35
Section 10.8	Limitation on Transactions with Affiliates	35
Section 10.9	Limitation on Changes in Fiscal Year	35
Section 10.10	Limitation on Lines of Business; Creation of Subsidiaries	35
Section 10.11	Burdensome Agreements	35
Section 10.12	Intentionally Omitted	36
Section 10.13	Accounting Changes	36
Section 10.14	Amendments of Organizational Documents and Certain Debt Documents	36
Section 10.15	Anti-Money Laundering Laws; Sanctions	37
Section 10.16	Anti-Corruption Laws	38
Section 10.17	Compliance with Environmental Laws	38
Section 11.	Events of Default.	39
Section 12.	Remedies on Default, Etc.	42
Section 12.1	Acceleration	42
Section 12.2	Other Remedies.	42

iii

Table of Contents

(continued)

Page

Section 12.3	Rescission	43
Section 12.4	No Waivers or Election of Remedies, Expenses, Etc	43
Section 13.	Registration; Exchange; Substitution of Notes	43
Section 13.1	Registration of Notes	43
Section 13.2	Transfer and Exchange of Notes	44
Section 13.3	Replacement of Notes	44
Section 14.	Payments on Notes	45
Section 14.1	Place of Payment	45
Section 14.2	Payment by Wire Transfer	45
Section 15.	GUARANTEE	45
Section 15.1	Unconditional Guarantee	45
Section 15.2	Obligations Absolute	46
Section 15.3	Waiver	47
Section 15.4	Obligations Unimpaired	47
Section 15.5	Subrogation and Subordination	47
Section 15.6	Information Regarding the Company	48
Section 15.7	Reinstatement of Guarantee	48
Section 15.8	Subrogation and Contribution Rights	49
Section 15.9	Term of Guarantee	49
Section 15.10	Release of Subsidiary Guarantors	49
Section 15.11	Savings Clause	49
Section 15.12	Contribution	50
Section 16.	Expenses, Etc	51
Section 16.1	Transaction Expenses	51
Section 16.2	Survival	51
Section 17.	Survival of Representations and Warranties; Entire Agreement	52
Section 18.	Amendment and Waiver	52
Section 18.1	Requirements	52
Section 18.2	Solicitation of Holders of Notes	52
Section 18.3	Binding Effect, Etc	53
Section 18.4	Notes Held by Company, Etc	53

iv

Table of Contents

(continued)

Page

Section 19.	Notices	53
Section 20.	Reproduction of Documents	54
Section 21.	Confidential Information	54
Section 22.	Substitution of Purchaser	56
Section 23.	INDEMNITY; DAMAGE WAIVER	56
Section 24.	Miscellaneous	57
Section 24.1	Successors and Assigns	57
Section 24.2	Accounting Terms	57
Section 24.3	Severability	58
Section 24.4	Construction, etc	58
Section 24.5	Counterparts; Electronic Contracting	59
Section 24.6	Governing Law	59
Section 24.7	Jurisdiction and Process; Waiver of Jury Trial	59

v

Schedule A	—	Information Relating to Purchasers
Schedule B	—	Defined Terms
Schedule C	—	Eligible Ground Leases (Legacy)
Schedule 1	—	Form of 5.76% Series U Guaranteed Senior
	Note due January 22, 2036
Schedule 5.4	—	Subsidiaries of the Company and Ownership of
	Subsidiary Stock
Schedule 5.5	—	Financial Statements
Schedule 5.15	—	Existing Indebtedness
Schedule 5.23	—	Condition of Properties
Exhibit A	—	Form of Joinder

i

GETTY REALTY CORP.

292 Madison Avenue

New York, New York 10017

5.76% Series U Guaranteed Senior Notes due January 22, 2036

November 19, 2025

To Each of the Purchasers Listed in

Schedule A Hereto:

Ladies and Gentlemen:

GETTY REALTY CORP., a Maryland corporation (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, the “Company”), and each of its Subsidiaries party hereto as a “Subsidiary Guarantor” (collectively, the “Initial Subsidiary Guarantors”) agree with each of the Purchasers as follows:

Section 1. AUTHORIZATION OF Issue of Notes.

Section 1.1 Authorization of Notes. The Company will authorize the issue and sale of its 5.76% Series U Guaranteed Senior Notes due January 22, 2036 in the aggregate principal amount of $250,000,000 (as amended, restated, supplemented or otherwise modified from time to time, the “Notes”, such term to include any such notes issued in substitution, replacement or exchange therefor pursuant to Section 13). The Notes shall be substantially in the form set out in Schedule 1.

Section 1.2 Subsidiary Guaranty. The payment and performance by the Company of its obligations under this Agreement, the Notes and the other Financing Documents are guaranteed by the Subsidiary Guarantors on the terms and conditions set forth in Section 15 hereof.

Section 1.3 Agreement Unsecured. The Notes and this Agreement shall be unsecured.

Section 1.4 Defined Terms; Schedules and Exhibits. Certain capitalized and other terms used in this Agreement are defined in Schedule B hereto. References to a “Schedule” or an “Exhibit” are references to a Schedule or Exhibit attached to this Agreement unless otherwise specified. References to a “Section” are references to a Section of this Agreement unless otherwise specified.

Section 2. Sale and Purchase of Notes.

Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided in Section 3, the Notes in the principal amount specified opposite or below such Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.

Section 3. Execution and Closing.

The execution and delivery of this Agreement shall occur on November 19, 2025 (the “Execution Date”). The sale and purchase of the Notes to be purchased by each applicable Purchaser shall occur at the offices of Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New York 10178-0060, at 10:00 a.m., Eastern time, at a closing (the “Closing”) on January 22, 2026 or on such other Business Day prior thereto but after the Execution Date as may be specified by the Company in a written notice delivered to the Purchasers not less than seven Business Days prior to such date (such date, the “Closing Date”). At the Closing the Company will deliver to each Purchaser the Notes in the form of a single Note (or such greater number of Notes in denominations of at least $100,000 as such Purchaser may request) dated the Closing Date and registered in such Purchaser’s name (or in the name of its nominee), against delivery by such Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company to the account referred to in the Funding Instruction Letter described in Section 4.2(i) in connection with the Closing. If at the Closing the Company shall fail to tender such Notes to any Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to such Purchaser’s satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such Purchaser may have by reason of any of the conditions specified in Section 4 not having been fulfilled to such Purchaser’s satisfaction or such failure by the Company to tender such Notes.

Section 4. Conditions to EFFECTIVENESS AND Closing.

Section 4.1 Conditions to Execution Date. The obligations of each Purchaser to enter into this Agreement on the Execution Date are subject to the satisfaction, on or before the Execution Date, of the following conditions, pursuant to documentation in form and substance satisfactory to the Purchasers:

(a) Representations and Warranties. The representations and warranties of the Obligors in this Agreement and the other Financing Documents shall be correct on and as of the Execution Date.

(b) Performance; No Default. The Obligors shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by them prior to or on the Execution Date. Before and after giving effect to the execution and delivery of this Agreement, no Default or Event of Default shall have occurred and be continuing.

(c) Compliance Certificates.

(i) Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated as of the Execution Date, certifying that the conditions specified in Sections 4.1(a), 4.1(b), 4.1(e) and 4.1(f) have been fulfilled.

(ii) Secretary’s Certificate. Each Obligor shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated as of the Execution Date, certifying as to (A) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of this Agreement and the other Financing Documents to which it is a party, (B) the incumbency of the Persons executing and delivering the Financing Documents on behalf of such Obligor, and (C) such Obligor’s Organizational Documents as then in effect.

(d) Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated as of the Execution Date (i) from Jones Day, counsel for the Obligors, covering such matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Obligors hereby instruct their counsel to deliver such opinion to the Purchasers), and (ii) from Gordon Rees Scully Mansukhani, LLP, as special local Maryland and New Jersey counsel to certain of the Obligors, covering such matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Obligors hereby instruct their counsel to deliver such opinion to the Purchasers).

(e) Changes in Corporate Structure. No Obligor shall have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.

(f) Consents and Approvals. All governmental and third-party consents, licenses and approvals necessary in connection with entering into this Agreement have been obtained and remain in full force and effect.

(g) Existing Material Credit Facilities. The Company shall have delivered to such Purchaser true, correct and complete copies of each Material Credit Facility in effect as of the Execution Date.

(h) Initial Subsidiary Guarantors. Each Initial Subsidiary Guarantor shall have duly executed and delivered to each Purchaser an executed counterpart of this Agreement.

(i) Good Standing Certificates. The Company shall have provided such documents and certifications from the appropriate Governmental Authorities to evidence that each Obligor is duly organized or formed, and that each Obligor is validly existing, in good standing and qualified to engage in business in (a) its jurisdiction of organization and (b) each jurisdiction where its ownership, lease or operation of properties or the conduct of

its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

(j) Private Placement Numbers. Private Placement Numbers issued by PPN CUSIP Unit of CUSIP Global Services (in cooperation with the SVO) shall have been obtained for the Notes to be issued at the Closing.

(k) Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser and the special counsel referred to in Section 4.2(d)(iii), and such Purchaser and such special counsel shall have received such counterpart originals or certified or other copies of such documents, certificates, financial information or consents as such Purchaser or such special counsel may reasonably request.

Section 4.2 Conditions to Closing. The obligations of each Purchaser to purchase and pay for the Notes to be sold to such Purchaser at the Closing on the Closing Date, is subject to the satisfaction, on or before the Closing Date, of the following conditions, pursuant to documentation in form and substance satisfactory to the Purchasers:

(a) Representations and Warranties. The representations and warranties of the Obligors in this Agreement and the other Financing Documents shall be correct when made on the Closing Date.

(b) Performance; No Default. The Obligors shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by them prior to or at the Closing and from the Execution Date to the Closing assuming that Sections 9 and 10 were applicable from the Execution Date. Before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing.

(c) Compliance Certificates.

(i) Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated as of the Closing Date, certifying that the conditions specified in Sections 4.2(a), 4.2(b), 4.2(h), 4.2(n) and 4.2(o) have been fulfilled.

(ii) Secretary’s Certificate. Each Obligor shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated as of the Closing Date, certifying as to (A) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of this Agreement, the Notes and the other Financing Documents to which it is a party, (B) the incumbency of the Persons executing and delivering the Financing Documents on behalf of such Obligor, and (C) such Obligor’s Organizational Documents as then in effect.

(d) Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated as of the Closing Date (i) from Jones Day, counsel for the Obligors, covering such matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Obligors hereby instruct their counsel to deliver such opinion to the Purchasers), (ii) from Gordon Rees Scully Mansukhani, LLP, as special local Maryland and New Jersey counsel to certain of the Obligors, covering such matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Obligors hereby instruct their counsel to deliver such opinion to the Purchasers) and (iii) from Morgan, Lewis & Bockius LLP in connection with such transactions and covering such matters incident to such transactions as such Purchaser may reasonably request.

(e) Purchase Permitted By Applicable Law, Etc. On the Closing Date such Purchaser’s purchase of Notes shall (i) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (ii) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the FRB) and (iii) not subject such Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by such Purchaser, such Purchaser shall have received an Officer’s Certificate certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted to the extent such matters of fact are not already included in the representations and warranties made by the Company in Section 5.

(f) Sale of Other Notes. Contemporaneously with the Closing, the Company shall sell to each other Purchaser and each other Purchaser shall purchase the Notes to be purchased by it at the Closing as specified in Schedule A.

(g) Payment of Special Counsel Fees. Without limiting Section 16.1, the Company shall have paid on or before the Closing the fees, charges and disbursements of the special counsel referred to in Section 4.2(d)(iii) to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the Closing Date.

(h) Changes in Corporate Structure. Except as indicated in any written disclosure provided by the Company to the Purchasers in connection with the Closing and to the extent such disclosed transaction is otherwise permitted by the terms of this Agreement, no Obligor shall have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements delivered pursuant to Section 7.1(a) or (b), as applicable.

(i) Funding Instructions. At least three Business Days prior to the Closing Date, each Purchaser shall have received written instructions signed by a Responsible Officer on letterhead of the Company (the “Funding Instruction Letter”) confirming (a) the name and address of the transferee bank, (b) such transferee bank’s ABA number, (c)

the account name and number into which the purchase price for the Notes is to be deposited, which account shall be fully opened and able to receive micro deposits in accordance with this Section at least five (5) Business Days prior to the Closing Date, (d) the name and phone number of a contact person at the Company, and (e) the name and phone number of a contact person at the transferee bank. If requested by a Purchaser at least two (2) Business Days prior to the Closing Date, a Responsible Officer of the Company shall confirm such written instructions by either a live videoconference or conference call, as determined by such Responsible Officer, made available to such Purchaser no later than one (1) Business Day prior to the Closing Date (or such shorter period as may be agreed by such Purchaser). Each Purchaser has the right, but not the obligation, upon written notice (which may be by email) to the Company, to elect to deliver a micro deposit (less than $51.00) to the account identified in the written instructions no later than two (2) Business Days prior to the Closing Date. If a Purchaser delivers a micro deposit, a Responsible Officer shall verify (in a manner reasonably requested by such Purchaser) the receipt and amount of the micro deposit to such Purchaser if such verification is requested by such Purchaser prior to the Closing Date. The Company shall not be obligated to return the amount of the micro deposit, nor will the amount of the micro deposit be netted against the Purchaser’s purchase price of the Notes.

(j) Good Standing Certificates. The Company shall have provided such documents and certifications from the appropriate Governmental Authorities to evidence that each Obligor is duly organized or formed, and that each Obligor is validly existing, in good standing and qualified to engage in business in (a) its jurisdiction of organization and (b) each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

(k) Offeree Letter. Wells Fargo Securities, LLC and TD Securities (USA) LLC, as joint lead placement agents, shall have delivered to the Company, the Company’s special counsel and the special counsel referred to in Section 4.2(d)(iii) an offeree letter, in form and substance reasonably satisfactory to the Company’s special counsel and the special counsel referred to in Section 4.2(d)(iii), confirming the manner of the offering by Wells Fargo Securities, LLC and TD Securities (USA) LLC of the Notes to be issued at the Closing and the total number of offerees of the Notes.

(l) No Material Adverse Effect; No Litigation. There has been no event or circumstance since the last day of the fiscal quarter then most recently ended with respect to which financial statements have been delivered to the Purchasers pursuant to Section 7.1(a) or (b), as applicable, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and no action, suit, investigation or proceeding is pending or, to the knowledge of any Obligor, threatened in writing in any court or before any arbitrator or Governmental Authority that (i) relates to this Agreement or any other Financing Document, or any of the transactions contemplated hereby or thereby, or (ii) could reasonably be expected to have a Material Adverse Effect.

(m) Solvency. The Company shall have delivered a certificate, signed by a Responsible Officer thereof, certifying that, immediately prior to, and after giving effect to the transactions to occur on the Closing Date (including, without limitation, (x) the issuance of the Notes, (y) the incurrence of any other Indebtedness by the Company and its Subsidiaries on the Closing Date and (z) the application of the proceeds of all such notes and other Indebtedness), the Company and its Subsidiaries, taken as a whole, are Solvent.

(n) Consents and Approvals. All governmental and third-party consents, licenses and approvals necessary in connection with the issuance of the Notes have been obtained and remain in full force and effect.

(o) Minimum Lease Term Requirement. The Minimum Lease Term Requirement shall be satisfied.

(p) [Reserved].

(q) Subsidiary Guarantors. Each Subsidiary required to become a Subsidiary Guarantor pursuant to Section 9.13 shall have duly executed and delivered to each Purchaser an executed counterpart of this Agreement or a Joinder hereto, as applicable, in accordance with the terms and requirements of such Section, and each Subsidiary Guarantor shall have delivered to each Purchaser a confirmation and reaffirmation of its obligations pursuant to Section 15 hereof, in form and substance reasonably satisfactory to such Purchaser.

(r) Debt Rating. Not more than five (5) Business Days prior to the Closing, the Company shall have delivered evidence of receipt of a public Debt Rating of Baa3 or better from Moody’s or BBB- or better from S&P or Fitch with respect to the Notes (including a copy of the ratings letter received from such Rating Agency which identifies the outstanding Notes and the CUSIP/Private Placement Numbers for the Notes) and that the Company shall not have received any written notice of any downgrade or other change to such Debt Rating.

(s) Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser and the special counsel referred to in Section 4.2(d)(iii), and such Purchaser and such special counsel shall have received such counterpart originals or certified or other copies of such documents, certificates, financial information or consents as such Purchaser or such special counsel may reasonably request.

Section 5. Representations and Warranties.

Each Obligor jointly and severally represents and warrants to each Purchaser that:

Section 5.1 Organization; Power and Authority. The Company is a corporation or entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified and licensed as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as

to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate or company power and authority, and requisite government licenses, authorizations, consents and approvals, to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver the Financing Documents to which it is a party and to perform the provisions thereof.

Section 5.2 Authorization, Etc. The Financing Documents have been duly authorized by all necessary corporate action on the part of each Obligor party thereto, and when executed and delivered hereunder, will have been duly executed and delivered by each Obligor party thereto. This Agreement and the other Financing Documents when executed and delivered constitute a legal, valid and binding obligation of each Obligor party thereto enforceable against each such Obligor in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 5.3 Disclosure. This Agreement, the financial statements listed in Schedule 5.5 and the documents, certificates or other writings delivered to the Purchasers by or on behalf of the Obligors in connection with the negotiation of this Agreement prior to October 23, 2025 in connection with the transactions contemplated hereby, including, without limitation, any written disclosures or updates provided by the Company to the Purchasers after the Execution Date (but only to the extent such written disclosures or updates are provided by the Company to the Purchasers up to ten (10) Business Days prior to the Closing Date) (this Agreement and such documents, certificates, written disclosures or updates or other writings and such financial statements delivered to each Purchaser being referred to, collectively, as the “Disclosure Documents”), taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made; provided that, with respect to projected financial information, the Company represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. Since December 31, 2024, there has been no change in the financial condition, operations, business, properties or prospects of the Company and its Subsidiaries, taken as a whole, except changes that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There is no fact known to the Obligors that could reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the Disclosure Documents (to the extent disclosed prior to the date of this Agreement).

Section 5.4 Organization and Ownership of Shares of Subsidiaries; Affiliates.

(a) Schedule 5.4 (as such Schedule may be updated by the Company in connection with the Closing) contains (except as noted therein) complete and correct lists of the Company’s Subsidiaries as of the Execution Date and as of the Closing Date, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary and whether it is an Initial Subsidiary Guarantor.

(b) All of the outstanding shares of capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 (as such Schedule may be updated by the Company in connection with the Closing) as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Company or another Subsidiary free and clear of any Lien that is prohibited under the Financing Documents.

(c) Each Subsidiary is a corporation or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver the Financing Documents to which it is a party and to perform the provisions thereof.

(d) No Subsidiary is subject to any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4 (as such Schedule may be updated by the Company in connection with the Closing) and customary limitations imposed by corporate law or similar statutes and any restrictions on an Excluded Subsidiary provided in favor of any holder of Secured Indebtedness that is owed to a non-Affiliate of the Company and that is permitted under Section 10.2) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Subsidiary.

Section 5.5 Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed in the Disclosure Documents (to the extent disclosed as of the date of this Agreement or otherwise permitted by the terms of this Agreement).

Section 5.6 Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance of each of the Financing Documents by each Obligor party thereto will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of any Obligor or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, shareholders agreement or any other agreement or instrument to which such Obligor or any Subsidiary is bound or by which such Obligor or any Subsidiary or any of its properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to any

Obligor or any Subsidiary or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to any Obligor or any Subsidiary.

Section 5.7 Governmental Authorizations, Etc. No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority or any other Person is required in connection with the execution, delivery or performance by any of the Obligors of any of the Financing Documents.

Section 5.8 Litigation; Observance of Agreements, Statutes and Orders.

(a) There are no actions, suits, investigations or proceedings pending or, to the best knowledge of the Obligors, threatened against or affecting any Obligor or any Subsidiary or any property of any Obligor or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that (i) purport to affect or pertain to this Agreement or any other Financing Document, or any of the transactions contemplated hereby, or (ii) could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) Neither the Obligors nor any Subsidiary is (i) in default under any agreement or instrument to which it is a party or by which it is bound, (ii) in violation of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or (iii) in violation of any applicable law, ordinance, rule or regulation of any Governmental Authority (including, without limitation, Environmental Laws, the USA PATRIOT Act or any of the other laws and regulations that are referred to in Section 5.16), which default or violation could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(c) No Default has occurred or is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Financing Document.

Section 5.9 Taxes. Each Obligor and its Subsidiaries have filed all tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments levied upon them or their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for (i) any taxes and assessments the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which an Obligor or a Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP, or (ii) to the extent that the failure to so file or pay could not reasonably be expected to result in a Material Adverse Effect. There is no proposed tax assessment against any Obligor or any Subsidiary that would reasonably be expected to have a Material Adverse Effect. No Obligor is party to any tax sharing agreement.

Section 5.10 Title to Property; Leases. Each Obligor and their respective Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material to its business, except where the failure to have such good title or valid leasehold interest could not reasonably be expected to have a Material Adverse Effect. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Section 5.11 Licenses, Permits, Etc.

(a) The Company and its Subsidiaries own or possess all licenses, permits, franchises, authorizations, patents, copyrights, proprietary software, service marks, trademarks and trade names, or rights thereto, that individually or in the aggregate are Material to its business, except where the impairment of such ownership or possession is not reasonably expected to have a Material Adverse Effect, without known conflict with the rights of others.

(b) To the best knowledge of the Company, no product or service of the Company or any of its Subsidiaries infringes in any material respect any license, permit, franchise, authorization, patent, copyright, proprietary software, service mark, trademark, trade name or other right owned by any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(c) To the best actual knowledge of the Company, there is no Material violation by any Person of any right of the Company or any of its Subsidiaries with respect to any patent, copyright, proprietary software, service mark, trademark, trade name or other right owned or used by the Company or any of its Subsidiaries.

Section 5.12 Compliance with ERISA.

(a) No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of such Plan by an amount which could reasonably be expected to result in a Material Adverse Effect, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such underfunded Plans by an amount which could reasonably be expected to result in a Material Adverse Effect.

(b) The execution and delivery of this Agreement and the issuance and sale of the Notes hereunder will not involve any transaction that is subject to the prohibitions of section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D) of the Code. The representation by the Obligors to each Purchaser in the first sentence of this Section 5.12(b) is made in reliance upon and subject to the accuracy of such Purchaser’s representation in Section 6.2 as to the sources of the funds to be used to pay the purchase price of the Notes to be purchased by such Purchaser.

Section 5.13 Private Offering by the Company. As of the Closing Date, neither the Company nor anyone acting on its behalf has offered the Notes or any similar Securities for sale to, or solicited any offer to buy the Notes or any similar Securities from, or otherwise approached or negotiated in respect thereof with, any Person other than the Purchasers and not more than 25 other Institutional Investors, each of which has been offered the Notes or such similar Securities

(as the case may be) at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes to the registration requirements of section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction.

Section 5.14 Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes as provided in Section 9.7. No part of the proceeds from the sale of the Notes will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the FRB (12 CFR 221), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Section 5.15 Existing Indebtedness; Future Liens.

(a) Except as described therein, Schedule 5.15 (as such Schedule may be updated by the Company in connection with the Closing, provided that any such additional Indebtedness identified on such Schedule is otherwise permitted by the terms of this Agreement) sets forth a complete and correct list of all Indebtedness of the Company and its Subsidiaries for borrowed money as of the Closing Date (and after giving effect to the incurrence and repayment of Indebtedness occurring on the date of this Agreement and on the Closing Date (after giving effect to any update to such Schedule as contemplated herein)) the outstanding principal amount of which exceeds $10,000,000 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranties thereof), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries. The aggregate amount of all outstanding Indebtedness of the Company and its Subsidiaries as of the Closing Date not set forth in Schedule 5.15 (as such Schedule may be updated by the Company in connection with the Closing, provided that any such additional Indebtedness identified on such Schedule is otherwise permitted by the terms of this Agreement) does not exceed $10,000,000. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

(b) Except as disclosed in Schedule 5.15 (as such Schedule may be updated by the Company in connection with the Closing, provided that any such additional Indebtedness identified on such Schedule is otherwise permitted by the terms of this Agreement), neither the Company nor any Subsidiary has, as of the Closing Date, agreed or consented (i) to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or (ii) to cause or permit in the future (upon the happening of a contingency or

otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness.

(c) As of the Closing Date, neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or any other Organizational Document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as disclosed in Schedule 5.15 (as such Schedule may be updated by the Company in connection with the Closing, provided that either (x) any such limitations or restrictions contained in any such instrument or agreement disclosed in such update are not more restrictive than the corresponding limitations and restrictions on Indebtedness set forth in this Agreement, or (y) any such update shall otherwise be reasonably acceptable to the Required Holders).

Section 5.16 Foreign Assets Control Regulations, Etc.

(a) No Obligor nor any Controlled Entity (i) is a Blocked Person, (ii) has been notified that its name appears or may in the future appear on a State Sanctions List or (iii) is a target of sanctions that have been imposed by the United Nations or the European Union.

(b) No Obligor nor any Controlled Entity (i) has violated, been found in violation of, or been charged or convicted under, any applicable U.S. Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws or (ii) to the Company’s actual knowledge, is under investigation by any Governmental Authority for possible violation of any U.S. Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws.

(c) No part of the proceeds from the sale of the Notes hereunder:

(i) constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used by the Company or any Controlled Entity, directly or indirectly, (A) in connection with any investment in, or any transactions or dealings with, any Blocked Person, (B) for any purpose that would cause any Purchaser to be in violation of any U.S. Economic Sanctions Laws or (C) otherwise in violation of any U.S. Economic Sanctions Laws;

(ii) will be used, directly or indirectly, in violation of, or cause any Purchaser to be in violation of, any applicable Anti-Money Laundering Laws; or

(iii) will be used, directly or indirectly, for the purpose of making any improper payments, including bribes, to any Governmental Official or commercial counterparty in order to obtain, retain or direct business or obtain any improper advantage, in each case which would be in violation of, or cause any Purchaser to be in violation of, any applicable Anti-Corruption Laws.

(d) The Obligors have established procedures and controls which they reasonably believe are adequate (and otherwise comply with applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable U.S. Economic Sanctions Laws, Anti-Money Laundering Laws and Anti-Corruption Laws.

Section 5.17 Status under Certain Statutes. Neither the Company nor any Subsidiary is subject to regulation under the Investment Company Act of 1940, as amended.

Section 5.18 Environmental Matters.

(a) Neither the Obligors nor any Subsidiary has knowledge of any claim or has received any notice of any claim and no proceeding has been instituted asserting any claim against any Obligor or any of its Subsidiaries or any of their respective real properties or other assets now or formerly owned, leased or operated by any of them, alleging any damage to the environment or violation of any Environmental Laws, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect.

(b) Neither the Obligors nor any Subsidiary has knowledge of any facts which would give rise to any claim, public or private, of violation of Environmental Laws or damage to the environment emanating from, occurring on or in any way related to real properties now or formerly owned, leased or operated by any of them or to other assets or their use, except, in each case, such as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(c) Neither the Obligors nor any Subsidiary has stored any Hazardous Substances on real properties now or formerly owned, leased or operated by any of them in a manner which is contrary to any Environmental Law that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(d) Neither the Obligors nor any Subsidiary has disposed of any Hazardous Substances in a manner which is contrary to any Environmental Law that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(e) All buildings on all real properties now owned, leased or operated by the Obligors or any Subsidiary are in compliance with applicable Environmental Laws, except where failure to comply could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(f) The Company and its Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Company has reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 5.19 Economic Benefit. The Company and the Subsidiary Guarantors are considered a single consolidated business group of companies for purposes of GAAP and are dependent upon each other for and in connection their respective business activities and financial resources. The execution and delivery by the Purchasers of this Agreement and the provision of the financial accommodations thereunder provide direct and indirect commercial and economic benefits to each Subsidiary Guarantor and the incurrence by the Company of the Indebtedness under this Agreement and the Notes is in the best interests of each Subsidiary Guarantor.

Section 5.20 Solvency. Each of the Company and its Subsidiaries, taken as a whole on a consolidated basis, is Solvent, both immediately before and immediately after giving effect to (x) the issuance and sale of the Notes, (y) the incurrence of any other Indebtedness by the Company and its Subsidiaries on the Closing Date and (z) the application of the proceeds of all such Notes and other Indebtedness.

Section 5.21 Intentionally Omitted.

Section 5.22 Insurance. Except to the extent that the Company and its Subsidiaries are relying on the Tenants as to primary coverage in accordance with the terms of the Leases, the Company and each Subsidiary maintains with insurance companies rated at least A- by A.M. Best & Co., with premiums at all times currently paid, insurance upon fixed assets, including general and excess liability insurance, fire and all other risks insured against by extended coverage, employee fidelity bond coverage, and all insurance required by law, all in form and amounts required by law and customary to the respective natures of their businesses and properties, except in cases where failure to maintain such insurance will not have or potentially have a Material Adverse Effect.

Section 5.23 Condition of Properties. Each of the following representations and warranties is true and correct except to the extent disclosed on Schedule 5.23 (as such Schedule may be updated by the Company in connection with the Closing, provided that any such update shall be reasonably acceptable to the Required Holders) or that the facts and circumstances giving rise to any such failure to be so true and correct, in the aggregate, could not reasonably be expected to have a Material Adverse Effect:

(a) All of the improvements located on the Properties and the use of said improvements comply and shall continue to comply in all respects with all applicable zoning resolutions, building codes, subdivision and other similar applicable laws, rules and regulations and are covered by existing valid certificates of occupancy and all other certificates and permits required by applicable laws, rules, regulations and ordinances or in connection with the use, occupancy and operation thereof.

(b) No material portion of any of the Properties, nor any improvements located on said Properties that are material to the operation, use or value thereof, have been damaged in any respect as a result of any fire, explosion, accident, flood or other casualty.

(c) No condemnation or eminent domain proceeding has been commenced or to the knowledge of the Company is about to be commenced against any portion of any of the Properties, or any improvements located thereon that are material to the operation, use or value of said Properties.

(d) No notices of violation of any federal, state or local law or ordinance or order or requirement have been issued with respect to any Properties.

Section 5.24 REIT Status; Stock Exchange Listing. The Company is a real estate investment trust under Sections 856 through 860 of the Code. At least one class of common Equity Interests of the Company is listed on the New York Stock Exchange or the NASDAQ Stock Market.

Section 5.25 Unencumbered Eligible Properties. Each property included in any calculation of Unencumbered Asset Value or Unencumbered NOI satisfied, at the time of such calculation, all of the requirements contained in the definition of “Unencumbered Property Criteria”.

Section 6. Representations of the Purchasers.

Section 6.1 Purchase for Investment. Each Purchaser severally represents as of the date of this Agreement and as of the Closing Date that it is purchasing the Notes for its own account or for one or more separate accounts maintained by such Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of such Purchaser’s or their property shall at all times be within such Purchaser’s or their control. Each Purchaser and each Transferee (by its acceptance of any Note purchased by such Transferee) understands that the Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Notes.

Section 6.2 Source of Funds. Each Purchaser and each Transferee (by its acceptance of any Note purchased by such Transferee) severally represents as of the date that it acquires any Note hereunder that at least one of the following statements is an accurate representation as to each source of funds (a “Source”) to be used by such Purchaser or such Transferee, as applicable, to pay the purchase price of the Notes to be purchased by such Purchaser or such Transferee, as applicable, hereunder:

(a) the Source is an “insurance company general account” (as the term is defined in the United States Department of Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account do not exceed 10% of the total reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s or such Transferee’s state of domicile; or

(b) the Source is a separate account that is maintained solely in connection with such Purchaser’s or such Transferee’s fixed contractual obligations under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by the investment performance of the separate account; or

(c) the Source is either (i) an insurance company pooled separate account, within the meaning of PTE 90-1 or (ii) a bank collective investment fund, within the meaning of the PTE 91-38 and, except as disclosed by such Purchaser or such Transferee to the Company in writing pursuant to this clause (c), no employee benefit plan or group of plans maintained by the same

employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or

(d) the Source constitutes assets of an “investment fund” (within the meaning of Section VI of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Section VI of the QPAM Exemption) that is not ineligible pursuant to Section I(g) of the QPAM Exemption, no employee benefit plan’s assets that are managed by the QPAM in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Section I(c), (g) (regarding eligibility) and (k) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM maintains an ownership interest in the Company that would cause the QPAM and the Company to be “related” within the meaning of Section VI(h) of the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any employee benefit plans whose assets in the investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, have been disclosed to the Company in writing pursuant to this clause (d); or

(e) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled by the INHAM (applying the definition of “control” in Part IV(d)(3) of the INHAM Exemption) owns a 10% or more interest in the Company and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been disclosed to the Company in writing pursuant to this clause (e); or

(f) the Source is a governmental plan; or

(g) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this clause (g); or

(h) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.

As used in this Section 6.2, the terms “employee benefit plan,” “governmental plan,” and “separate account” shall have the respective meanings assigned to such terms in section 3 of ERISA. With respect to any disclosures provided by a Purchaser to the Company in connection with any Source pursuant to this Section 6.2, such Purchaser will provide such disclosures at least 10 Business Days (or in connection with delivery of any notice by the Company pursuant to Section 3 providing for a Closing Date prior to January 22, 2026 that is less than 10 Business Days from the date of such notice, 5 Business Days) prior to the Closing Date, and will reasonably

cooperate with the Company to confirm that the relevant purchase does not constitute a non-exempt prohibited transaction under section 406 of ERISA or section 4975 of the Code.

Section 7. Information as to Company.

Section 7.1 Financial and Business Information. From and after the Execution Date, the Company shall deliver to each Purchaser (prior to the Closing) and each holder of a Note that is an Institutional Investor:

(a) Quarterly Statements — within 45 days (or such shorter period as is the earlier of (x) 10 days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10‑Q (the “Form 10‑Q”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under the Bank Credit Agreement or the date on which such corresponding financial statements are delivered under the Bank Credit Agreement if such delivery occurs earlier than such required delivery date) after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,

(i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and

(ii) consolidated statements of operations, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter,

setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company’s Form 10‑Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a), provided, further, that the Company shall be deemed to have made such delivery of such Form 10‑Q if it shall have timely made such Form 10‑Q available on “EDGAR” and on its home page on the internet (at the date of this Agreement located at: http://www.gettyrealty.com) and shall have given each Purchaser (prior to the Closing) and each holder of a Note prior notice of such availability on EDGAR and on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”);

(b) Annual Statements — within 90 days (or such shorter period as is the earlier of (x) 10 days greater than the period applicable to the filing of the Company’s Annual Report on Form 10‑K (the “Form 10‑K”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under the Bank Credit Agreement or the date on which such corresponding financial

statements are delivered under the Bank Credit Agreement if such delivery occurs earlier than such required delivery date) after the end of each fiscal year of the Company, duplicate copies of,

(i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such year, and

(ii) consolidated statements of operations, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries for such year,

setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form 10‑K for such fiscal year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a‑3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC, shall be deemed to satisfy the requirements of this Section 7.1(b), provided, further, that the Company shall be deemed to have made such delivery of such Form 10‑K if it shall have timely made Electronic Delivery thereof;

(c) SEC and Other Reports — promptly upon their becoming available, one copy of (i) each financial statement, report, notice or proxy statement sent by the Company or any Subsidiary to its principal lending banks as a whole (excluding information sent to such banks in the ordinary course of administration of a bank facility, such as information relating to pricing and borrowing availability) or to its public Securities holders generally, (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such Purchaser or holder), and each prospectus and all amendments thereto filed by the Company or any Subsidiary with the SEC and of all press releases and other statements made available generally by the Company or any Subsidiary to the public concerning developments that are Material and (iii) to the extent requested by any Purchaser (prior to Closing) or holder, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or similar governing body) (or the audit committee of the board of directors or similar governing body) of any Obligor by independent accountants in connection with the accounts or books of the Company or any Subsidiary, or any audit of any of them;

(d) Projected Financial Statements — no later than March 1 of each calendar year (or, if earlier, fifteen (15) days after the same is approved by the board of directors of the Company), projected consolidated financial statements, including balance sheets, income statements and cash flows of the Company and its Subsidiaries for such calendar year on a quarterly basis (including the fiscal year in which the Maturity Date occurs);

(e) [Intentionally omitted];

(f) Notice of Default or Event of Default — promptly, and in any event within five Business Days of a Responsible Officer becoming aware of the existence of any Default or Event of Default or that any Person has given any notice or taken any action with respect to a claimed default hereunder or that any Person has given any notice or taken any action with respect to a claimed default of the type referred to in Section 11(f), a written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto;

(g) ERISA Matters — promptly, and in any event within five Business Days of a Responsible Officer becoming aware of the same, written notice of the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;

(h) Notices from Governmental Authority — promptly, and in any event within 30 days of receipt thereof, copies of any notice to the Company or any Subsidiary from any federal or state Governmental Authority relating to any order, ruling, statute or other law or regulation that could reasonably be expected to have a Material Adverse Effect;

(i) Resignation or Replacement of Auditors — within ten Business Days following the date on which the Company’s auditors resign or the Company elects to change auditors, as the case may be, notification thereof;

(j) Notice of Material Adverse Events — promptly, and in any event within five days of a Responsible Officer becoming aware of the following:

(i) of any material change in accounting policies or financial reporting practices by any Obligor or any Subsidiary thereof;

(ii) notice of any development that results in, or could reasonably be expected to result in, a Material Adverse Effect so long as disclosure of such information could not result in a violation of, or expose the Company or its Subsidiaries to any material liability under, any applicable law, ordinance or regulation or any agreements with unaffiliated third parties that are binding on the Company, or any of its Subsidiaries or on any Property of any of them;

(iii) notice of any action or proceeding against or of any noncompliance by any Obligor or any of its Subsidiaries with any Environmental Law or Environmental Permit that could reasonably be expected to have a Material Adverse Effect; or

(iv) notice of (x) any potential or known Release, or threat of Release, of any Hazardous Materials in violation of any applicable Environmental Law at any Property; (y) any violation of any Environmental Law that any Obligor or any of their respective Subsidiaries reports in writing or is reportable by such Person in writing (or for which any written report supplemental to any oral report is made) to any federal, state or local environmental agency or (z) any inquiry, proceeding, investigation, or other action, including a notice from any agency of potential Environmental Liability, of any federal,

state or local environmental agency or board, that involves any Property, in each case that could reasonably be expected to result in a Material Adverse Effect;

(k) Information Required by Rule 144A — and any Qualified Institutional Buyer designated by such holder, promptly, upon the request of any such holder, such financial and other information as such holder may reasonably determine to be necessary in order to permit compliance with the information requirements of Rule 144A under the Securities Act in connection with the resale of Notes, except at such times as the Company is subject to and in compliance with the reporting requirements of section 13 or 15(d) of the Exchange Act;

(l) Changes in Debt Rating — promptly following any such announcement, notice of any public announcement by any Acceptable Rating Agency of any change in a Debt Rating; provided that the provisions of this clause (l) shall only apply (x) on and after the Investment Grade Pricing Effective Date or (y) at any time such Debt Rating is not a public rating;

(m) Incremental Facilities — promptly following the effectiveness of any Incremental Revolving Increase or Incremental Term Loan Increase (each as defined in the Bank Credit Agreement), (i) notice of such Incremental Revolving Increase or Incremental Term Loan Increase (including the aggregate amount thereof); and (ii) a duly completed Officer’s Certificate executed by a Senior Financial Officer of the Company certifying that the Company is in compliance with Section 10.2 of this Agreement (with calculations in reasonable detail demonstrating compliance with the financial covenants in Section 10.1 of this Agreement on a pro forma basis after giving effect to the funding of all loans to be made on the effective date for such Incremental Revolving Increase or Incremental Term Loan Increase, as applicable); and

(n) Requested Information — with reasonable promptness, such other data and information relating to the Properties, business, operations, affairs, financial condition, or assets or properties of the Company or any of its Subsidiaries (including, but without limitation, actual copies of the Company’s Form 10‑Q and Form 10‑K) or relating to the ability of the Company to perform its obligations hereunder and under the Notes as from time to time may be reasonably requested by any Purchaser (prior to Closing) or any such holder of a Note, so long as disclosure of such information would not result in a violation of any applicable law, ordinance or regulation or any agreement with an unaffiliated third party that is binding on the Company or any of its Subsidiaries.

Section 7.2 Officer’s Certificate. Each set of financial statements delivered to a Purchaser or holder of a Note pursuant to Section 7.1(a) or Section 7.1(b) shall be accompanied by a certificate of a Senior Financial Officer (which, in the case of Electronic Delivery of any such financial statements, shall be by separate concurrent delivery of such certificate to each holder of a Note):

(a) Default — certifying as to whether a Default or Event of Default has occurred and, if a Default or Event of Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto;

(b) Covenant Compliance — setting forth reasonably detailed calculations demonstrating compliance with Section 10.1; provided that in the event that the Company or any

Subsidiary has made an election to measure any financial liability using fair value (which election is being disregarded for purposes of determining compliance with this Agreement pursuant to Section 24.2) as to the period covered by any such financial statement, such Senior Financial Officer’s certificate as to such period shall include a reconciliation from GAAP with respect to such election;

(c) Change in GAAP — if any material change in the application of GAAP has occurred since the date of the Audited Financial Statements referred to in Section 5.5, a description of such change and the effect of such change on the financial statements accompanying such certificate; and

(d) Calculations — setting forth reasonably detailed calculations, in form and substance reasonably satisfactory to the Required Holders, of Unencumbered Asset Value as of the last day of the fiscal period covered by such certificate.

Section 7.3 Visitation. The Company shall permit the representatives of each holder of a Note that is an Institutional Investor, upon reasonable prior notice during normal business hours, to visit and inspect its properties (subject to the rights of tenants or subtenants in possession), to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested.

Section 7.4 Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Certificates that are required to be delivered by the Company pursuant to Section 7.1(a), 7.1(b) or 7.1(c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirements:

(i) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate satisfying the requirements of Section 7.2 are delivered to each Purchaser or holder of a Note by e-mail;

(ii) the Company shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at http://www.gettyrealty.com as of the date of this Agreement;

(iii) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 are timely posted by or on behalf of the Company on Intralinks or on any other similar website to which each Purchaser or holder of Notes has free access; or

(iv) the Company shall have filed any of the items referred to in Section 7.1(c) with the SEC and shall have made such items available on its home page on the internet or on Intralinks or on any other similar website to which each Purchaser or holder of Notes has free access;

provided however, that in the case of any of clauses (ii), (iii) or (iv), the Company shall have given each Purchaser (prior to Closing) or holder of a Note prior written notice, which may be by e-mail or in accordance with Section 19, of such posting or filing in connection with each delivery, provided further, that upon request of any Purchaser (prior to Closing) or holder to receive paper copies of such forms, financial statements and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such Purchaser or holder.

Section 8. Payment and Prepayment of the Notes.

Section 8.1 Maturity. As provided therein, the entire unpaid principal balance of each Note shall be due and payable on the Maturity Date thereof.

Section 8.2 Optional Prepayments with Make-Whole Amount. The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes, in an amount not less than $1,000,000, or any larger multiple of $100,000, in the case of a partial prepayment, at 100% of the principal amount so prepaid, and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of Notes written notice of each optional prepayment under this Section 8.2 not less than ten days and not more than 60 days prior to the date fixed for such prepayment unless the Company and the Required Holders agree to another time period pursuant to Section 18. Each such notice shall specify such date (which shall be a Business Day) and the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.4), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amounts due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amounts as of the specified prepayment date. Notwithstanding anything contained herein to the contrary, (a) in the event of any prepayment of the Notes pursuant to the provisions of this Section 8.2 at any time when a Default or Event of Default shall have occurred and be continuing, the principal amount of the Notes to be prepaid shall be allocated among all of the Notes then outstanding in proportion, as nearly as practicable, to the respective unpaid principal balances of all such Notes, and (b) the Company, in its discretion, may, at any time during the Open Prepayment Period, freely prepay all of the outstanding Notes pursuant to this Section 8.2 without payment of any Make-Whole Amount.

Section 8.3 Intentionally Omitted.

Section 8.4 Allocation of Partial Prepayments. In the case of each partial prepayment of the Notes pursuant to Section 8.2, the principal amount of the Notes to be prepaid shall be allocated among all of the Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment.

Section 8.5 Maturity; Surrender, Etc. In the case of each prepayment of Notes pursuant to Section 8.2, the Company may defer or abandon such optional prepayment upon written notice to the holders of the Notes. The Company shall keep each holder of Notes reasonably and timely informed of (i) any such deferral of the date of prepayment, (ii) the date on which such prepayment is expected to occur, and (iii) any determination by the Company to rescind such notice of prepayment. From and after the date fixed for such prepayment (if not deferred or abandoned), unless the Company shall fail to pay such principal amount when so due and payable, together with the interest and Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall cease to accrue. Any Note paid or prepaid in full shall be surrendered to the Company and cancelled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note.

Section 8.6 Purchase of Notes. The Company will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with this Agreement and the Notes or (b) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders of all Notes at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer and shall remain open for at least ten (10) Business Days. If the holders of more than 25% of the principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holders at least five (5) Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Section 8.7 Change in Control Prepayment.

(a) Notice of Change in Control or Control Event. The Company will, within five Business Days after any Senior Financial Officer has knowledge of the occurrence of any Change in Control or Control Event, give written notice of such Change in Control or Control Event to each holder of Notes unless notice in respect of such Change in Control (or the Change in Control contemplated by such Control Event) shall have been given pursuant to subparagraph (b) of this Section 8.7. If a Change in Control has occurred, such notice shall contain and constitute an offer to prepay Notes as described in subparagraph (c) of this Section 8.7 and shall be accompanied by the certificate described in subparagraph (g) of this Section 8.7.

(b) Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 30 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph (g) of this Section 8.7, and (ii) contemporaneously with such Change in Control, it prepays all Notes required to be prepaid in accordance with this Section 8.7.

(c) Offer to Prepay Notes. The offer to prepay Notes contemplated by subparagraphs (a) or (b) of this Section 8.7 shall be an offer to prepay, in accordance with and subject to this Section 8.7, all, but not less than all, the Notes held by each holder of Notes (the terms “holder” and “holder of Notes”, for purposes of this Section 8.7, shall refer to the beneficial owner in respect of any Note registered in the name of a nominee for a disclosed beneficial owner) on a date specified in such offer (the “Change in Control Prepayment Date”). If such Change in Control Prepayment Date is in connection with an offer contemplated by subparagraph (a) of this Section 8.7, such date shall be not less than 20 days and not more than 45 days after the date of such offer (if the Change in Control Prepayment Date shall not be specified in such offer, the Change in Control Prepayment Date shall be the first Business Day after the 20th day after the date of such offer).

(d) Acceptance/Rejection. A holder of Notes may accept the offer to prepay made pursuant to this Section 8.7 by causing a notice of such acceptance to be delivered to the Company not later than fifteen (15) days after receipt by such holder of the most recent offer of prepayment. A failure by a holder to respond to an offer to prepay made pursuant to this Section 8.7 shall be deemed to constitute a rejection of such offer by such holder.

(e) Prepayment. Prepayment of the Notes to be prepaid pursuant to this Section 8.7 shall be at 100% of the principal amount of such Notes, together with interest on such Notes accrued to the date of prepayment, but without any Make-Whole Amount or other premium. The prepayment shall be made on the Change in Control Prepayment Date except as provided in subparagraph (f) of this Section 8.7.

(f) Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (b) and accepted in accordance with subparagraph (d) of this Section 8.7 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control has not occurred on the Change in Control Prepayment Date in respect thereof, the prepayment shall be deferred until, and shall be made on, the date on which such Change in Control occurs. The Company shall keep each holder of Notes reasonably and timely informed of (i) any such deferral of the date of prepayment, (ii) the date on which such Change in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 in respect of such Change in Control shall be deemed rescinded).

(g) Officer’s Certificate. Each offer to prepay the Notes pursuant to this Section 8.7 shall be accompanied by a certificate, executed by a Senior Financial Officer of the Company and dated the date of such offer, specifying: (i) the Change in Control Prepayment Date; (ii) that such offer is made pursuant to this Section 8.7; (iii) the principal amount of each Note offered to be prepaid; (iv) the interest that would be due on each Note offered to be prepaid, accrued to the Change in Control Prepayment Date; (v) that the conditions of this Section 8.7 have been fulfilled; and (vi) in reasonable detail, the nature and date or proposed date of the Change in Control.

(h) Certain Definitions.

“Change in Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Exchange Act and the rules of the SEC thereunder as in effect on the date of this Agreement) of Equity Interests representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Company; (b) during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Company cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body; (c) any Change of Control (as such term is defined in the Bank Credit Agreement) under the Bank Credit Agreement so long as the Bank Credit Agreement is in effect; (d) any Change in Control (as such term is defined in the Prudential Note Agreement) under the Prudential Note Agreement so long as the Prudential Note Agreement is in effect; (e) any Change in Control (as such term is defined in the MetLife Note Agreement) under the MetLife Note Agreement so long as the MetLife Note Agreement is in effect; (f) any Change in Control (as such term is defined in the Barings Note Agreement) under the Barings Note Agreement so long as the Barings Note Agreement is in effect; (g) any Change in Control (as such term is defined in the AIG Note Agreement) under the AIG Note Agreement so long as the AIG Note Agreement is in effect; or (h) any Change in Control (as such term is defined in the New York Life Note Agreement) under the New York Life Note Agreement so long as the New York Life Note Agreement is in effect.

“Control Event” means:

(i) the execution by the Company or any of its Subsidiaries or Affiliates of any agreement or letter of intent with respect to any proposed transaction or event or series of transactions or events which, individually or in the aggregate, may reasonably be expected to result in a Change in Control, or

(ii) the execution of any written agreement which, when fully performed by the parties thereto, would result in a Change in Control.

Section 8.8 Make-Whole Amount.

“Make-Whole Amount” means, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:

“Called Principal” means, with respect to any Note, the principal of such Note that is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.

“Discounted Value” means, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal.

“Reinvestment Yield” means, with respect to the Called Principal of any Note, 0.50% over the yield to maturity implied by the yield(s) reported as of 10:00 a.m. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” (or such other display as may replace Page PX1) on Bloomberg Financial Markets for the most recently issued actively traded on-the-run U.S. Treasury securities (“Reported”) having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. If there are no such U.S. Treasury securities Reported having a maturity equal to such Remaining Average Life, then such implied yield to maturity will be determined by (a) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between the yields Reported for the applicable most recently issued actively traded on-the-run U.S. Treasury securities with the maturities (1) closest to and greater than such Remaining Average Life and (2) closest to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Note.

If such yields are not Reported or the yields Reported as of such time are not ascertainable (including by way of interpolation), then “Reinvestment Yield” means, with respect to the Called Principal of any Note, 0.50% over the yield to maturity implied by the U.S. Treasury constant maturity yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (or any comparable successor publication) for the U.S. Treasury constant maturity having a term equal to the Remaining Average Life of such Called Principal as of such Settlement Date. If there is no such U.S. Treasury constant maturity having a term equal to such Remaining Average Life, such implied yield to maturity will be determined by interpolating linearly between (1) the U.S. Treasury constant maturity so reported with the term closest to and greater than such Remaining Average Life and (2) the U.S. Treasury constant maturity so reported with the term closest to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Note.

“Remaining Average Life” means, with respect to any Called Principal of any Note, the number of years obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (b) the number of years, computed on the basis of a 360-day year composed of twelve 30-day months and calculated to two decimal places, that will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment.

“Remaining Scheduled Payments” means, with respect to the Called Principal of any Note, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest payments are due to be made under the Notes, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.5 or Section 12.1.

“Settlement Date” means, with respect to the Called Principal of any Note, the date on which such Called Principal is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.

Section 8.9 Payments Due on Non-Business Days. Anything in this Agreement or the Notes to the contrary notwithstanding (but without limiting the requirement in Section 8.5 that the notice of any prepayment specify a Business Day as the date fixed for such prepayment), (x) subject to clause (y), any payment of interest on any Note that is due on a date that is not a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day; and (y) any payment of principal of or Make-Whole Amount on any Note (including principal due on the Maturity Date of such Note) that is due on a date that is not a Business Day shall be made on the next succeeding Business Day and shall include the additional days elapsed in the computation of interest payable on such next succeeding Business Day.

Section 9. Affirmative Covenants.

The Company covenants that so long as any of the Notes are outstanding:

Section 9.1 Existence; Conduct of Business; REIT Status.

(a) The Company will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business, except where the failure to so preserve, renew or keep in force and effect could not reasonably be expected to have a Material Adverse Effect.

(b) The Company shall do all things necessary to (x) preserve, renew and keep in full force and effect its status as a real estate investment trust under Sections 856 through 860 of the Code and (y) remain publicly traded with securities listed on the New York Stock Exchange or the NASDAQ Stock Market.

Section 9.2 Payment of Obligations. The Company will, and will cause each of its Subsidiaries to, pay its obligations, including, without limitation, tax liabilities, assessments and governmental charges, all lawful claims of materialmen, mechanics, carriers, warehousemen and landlords for labor, materials, supplies and rentals, that, if not paid, could result in a Material Adverse Effect before the same shall become delinquent or in default, except where:

(a) the validity or amount thereof is being contested in good faith by appropriate proceedings;

(b) the Company or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP; and

(c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.

Section 9.3 Maintenance of Properties; Insurance. The Company will, and will cause each of its Subsidiaries to:

(a) (i) require its Tenants to (x) maintain, preserve and protect in good working order and condition, ordinary wear and tear and casualty and condemnation excepted, all of (A) its Unencumbered Properties, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect and (B) its other material properties and equipment necessary in the operation of its business, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect; and (y) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so would not reasonably be expected to have a Material Adverse Effect and (ii) use commercially reasonable efforts to cause its Tenants to comply with such requirements; and

(b) (i) maintain, or require and use commercially reasonable efforts to cause its Tenants to maintain, with financially sound and reputable insurance companies that are not Affiliates of the Company, insurance with respect to its properties and its business covering loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons and providing for not less than 30 days’ prior notice to the holders of Notes of the termination, lapse or cancellation of such insurance; provided that if any Tenant fails to maintain such insurance, or as of any date any such insurance maintained by a Tenant is no longer in effect, within 30 days after a Responsible Officer becomes aware of such failure or such date, as applicable, the Company shall, or shall cause its applicable Subsidiary to, obtain and maintain such insurance.

Section 9.4 Books and Records. The Company will, and will cause each of its Subsidiaries to, (a) keep proper books of record and account in which full, true and correct entries in conformity with GAAP consistently applied are made of all dealings and transactions in relation to its business and activities and (b) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Company or such Subsidiary, as the case may be.

Section 9.5 Compliance with Laws. The Company will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where (a) such law, rule, regulation or order is being contested in good faith by appropriate proceedings or (b) the failure to comply with such law, rule, regulations or order, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Section 9.6 Environmental Laws. The Company will, and will cause each of its Subsidiaries to:

(a) comply with, require its Tenants to comply with and use commercially reasonable efforts to ensure compliance by all Tenants, if any, with, all applicable Environmental Laws and Environmental Permits applicable to any Property, except in such instances in which (i) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted, or (ii) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect;

(b) obtain and renew or require its Tenants to obtain and renew, and use commercially reasonable efforts to ensure that all Tenants comply with and maintain and renew, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and

(c) conduct and complete, or require and use commercially reasonable efforts to ensure that its Tenants conduct and complete, any investigation, study, sampling and testing, and undertake any cleanup, response, removal, remedial or other action necessary to remove, remediate and clean up all Hazardous Materials at, on, under or emanating from any Property as necessary to maintain compliance with the requirements of all applicable Environmental Laws except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect (provided that if a Tenant fails to comply with any such requirement, the Company shall be required to comply therewith, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect); provided, however, that no Obligor or Subsidiary thereof shall be required to undertake any such cleanup, removal, remedial or other action to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP.

Section 9.7 Use of Proceeds. The proceeds from the sale of the Notes will be used only to repay and/or refinance existing indebtedness of the Company and its Subsidiaries and/or for general corporate purposes. No part of the proceeds from the sale of any Note will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the FRB, including Regulations T, U and X.

Section 9.8 Minimum Property Condition. The Company shall comply, at all times, with the Minimum Property Condition.

Section 9.9 Maintenance of Rating on Notes. The Company shall, at its sole cost and expense, maintain at all times a Debt Rating on the Notes from at least one Acceptable Rating Agency that indicates that it will monitor the Debt Rating on an ongoing basis; provided, however, in the event that a Debt Rating on the Notes is not maintained at any time, the Company may satisfy the foregoing covenant by using commercially reasonable efforts to obtain a new Debt Rating for the Notes, as applicable, from another Acceptable Rating Agency. At any time that the Debt Rating maintained pursuant to this Section 9.9 is not a public rating, the Company shall provide to each holder of Notes (x) at least annually (on or before each anniversary of the Closing

Date), and (y) promptly upon any change in such Debt Rating, an updated Private Rating Letter evidencing such Debt Rating and an updated Private Rating Rationale Report with respect to such Debt Rating. In addition to the foregoing information and any information specifically required to be included in any Private Rating Rationale Report (as set forth in the definition thereof), if the SVO or any other Governmental Authority having jurisdiction over any holder of Notes from time to time requires any additional information with respect to the Debt Rating of the Notes, the Company shall use commercially reasonable efforts to procure such information from the Acceptable Rating Agency.

Section 9.10 Intentionally Omitted.

Section 9.11 Intentionally Omitted.

Section 9.12 Intentionally Omitted.

Section 9.13 Subsidiary Guarantors. The Company will cause each of its Subsidiaries that Guarantees or otherwise becomes liable at any time, whether as a borrower, issuer or an additional or co-borrower or co-issuer or otherwise, for or in respect of any Indebtedness under the Bank Credit Agreement, the Prudential Note Agreement, the MetLife Note Agreement, the Barings Note Agreement, the AIG Note Agreement, the New York Life Note Agreement, any Additional Note Agreement and/or any other document, instrument or agreement evidencing or governing any other Unsecured Debt, to concurrently therewith:

(a) become a Subsidiary Guarantor by executing and delivering to each holder of a Note a Joinder; and

(b) deliver to each holder of a Note a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Section 5.2, 5.4(c), 5.6, 5.7 and 5.19 of this Agreement (with respect to such Subsidiary);

(c) duly execute and deliver to each holder of a Note all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Joinder and the performance by such Subsidiary of its obligations thereunder; and

(d) deliver to each holder of a Note an opinion of counsel reasonably satisfactory to the Required Holders and covering such matters substantially addressed in the opinion of counsel delivered pursuant to Section 4.1(d)(i) hereof on the date of this Agreement, but relating to such Subsidiary and such Joinder.

Section 9.14 Pari Passu Ranking.

The Obligors’ obligations under the Financing Documents to which they are a party will, upon issuance of the Notes, rank at least pari passu, without preference or priority, with (i) all of their respective obligations under the Bank Loan Documents, the Prudential Note Agreement, the MetLife Note Agreement, the Barings Note Agreement, the AIG Note Agreement and the New

York Life Note Agreement and (ii) all other present and future unsecured and unsubordinated indebtedness of the Obligors (including all Pari Passu Obligations).

Section 10. Negative Covenants.

The Company covenants that so long as any of the Notes are outstanding:

Section 10.1 Financial Covenants. The Company shall not:

(a) Minimum Consolidated Tangible Net Worth. Permit Consolidated Tangible Net Worth at any time to be less than the sum of (i) $1,006,807,000 plus (ii) an amount equal to 75% of the net proceeds received by the Company from issuances and sales of Equity Interests of the Company occurring after September 30, 2025 (other than proceeds received within ninety (90) days before or after the redemption, retirement or repurchase of Equity Interests in the Company up to the amount paid by the Company in connection with such redemption, retirement or repurchase, in each case where, for the avoidance of doubt, the net effect is that the Company shall not have increased its net worth as a result of any such proceeds).

(b) Minimum Fixed Charge Coverage Ratio. Permit the Fixed Charge Coverage Ratio, as of the last day of any fiscal quarter of the Company, to be less than 1.50:1.00.

(c) Maximum Consolidated Leverage Ratio. Permit Consolidated Total Indebtedness at any time to exceed 60% of Total Asset Value; provided, that such maximum ratio may exceed 60% during, or as of the end of, any fiscal quarter in which a Material Acquisition occurs and the two consecutive fiscal quarters immediately thereafter (an “Acquisition Spike Period”), but (x) in no event shall such ratio exceed 65% at any time during such Acquisition Spike Period, (y) in no event shall such ratio exceed 60% for more than three consecutive fiscal quarters in any consecutive four fiscal quarter period and (z) no more than two Acquisition Spike Periods shall be permitted during the term of this Agreement.

(d) [Intentionally Omitted].

(e) Maximum Secured Indebtedness. Permit Consolidated Secured Indebtedness at any time to exceed 40% of Total Asset Value.

(f) Maximum Unsecured Leverage Ratio. Permit Consolidated Unsecured Debt at any time to exceed 60% of Unencumbered Asset Value; provided, that such maximum ratio may exceed 60% during, or as of the end of, any fiscal quarter in which a Material Acquisition occurs and the consecutive two fiscal quarters immediately thereafter, but in no event shall such ratio exceed 65% at any time or exceed 60% for more than three consecutive fiscal quarters in any consecutive four fiscal quarter period.

(g) Minimum Unencumbered Interest Coverage Ratio. Permit the Unencumbered Interest Coverage Ratio, as of the last day of any fiscal quarter of the Company, to be less than 1.75:1.00.

Section 10.2 Indebtedness. The Company will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness unless (a) no Default or Event of

Default has occurred and is continuing immediately before and after the incurrence of such Indebtedness and (b) immediately after giving effect to the incurrence of such Indebtedness, the Company shall be in compliance, on a pro forma basis, with the provisions of Section 10.1.

Section 10.3 Liens. The Company shall not, nor shall it permit any Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Lien on (i) any Unencumbered Eligible Property other than Permitted Property Encumbrances, (ii) any Equity Interest of any Unencumbered Property Subsidiary other than Permitted Equity Encumbrances or (iii) any income from or proceeds of any of the foregoing. The Company shall not, nor shall it permit any Subsidiary to sign, file or authorize under the Uniform Commercial Code of any jurisdiction a financing statement that includes in its collateral description any portion of any Unencumbered Eligible Property (unless such description relates to a Permitted Property Encumbrance), any Equity Interest of any Unencumbered Property Subsidiary (unless such description relates to a Permitted Equity Encumbrance) or any income from or proceeds of any of the foregoing.

Section 10.4 Fundamental Changes. The Company shall not, nor shall it permit any Subsidiary to, directly or indirectly, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions and whether effected pursuant to a Division or otherwise) all or substantially all of its assets or all of substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default or Event of Default exists or would result therefrom and the Company is in compliance, on a pro forma basis, with the provisions of Section 10.1(b) and Section 10.1(c):

(a) (i) any Person may merge into an Obligor in a transaction in which such Obligor is the surviving Person (provided that the Company must be the survivor of any merger involving the Company), subject to the requirements of Section 9.13, (ii) any Person (other than an Obligor unless such Obligor is the surviving Person of such merger) may merge with or into a Subsidiary (other than an Obligor), (iii) any Obligor or any Subsidiary may sell, lease, transfer or otherwise Dispose of its assets to another Obligor or another Subsidiary, subject to the requirements of Section 9.13, which in the event of a consummation of a Division shall apply to all Division Successors, (iv) any Subsidiary (other than an Obligor) may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company, and (v) an Obligor or any Subsidiary may sell, transfer or otherwise Dispose of Equity Interests of a Subsidiary (other than an Obligor);

(b) in connection with any acquisition permitted under Section 10.7, any Subsidiary of the Company may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be a Wholly-Owned Subsidiary of the Company and shall comply with the requirements of Section 9.13;

(c) any Subsidiary of the Company may Dispose of all or substantially all of its assets (upon voluntary liquidation, pursuant to a Division or otherwise) to the Company or to another Subsidiary of the Company; provided that if the transferor in such a transaction is an Unencumbered Property Subsidiary, then the transferee must be an Unencumbered Property Subsidiary, and provided, further, that if any Subsidiary consummates a Division, the Company must comply with the obligations set forth in Section 9.13 with respect to each Division Successor; and

(d) Dispositions permitted by Section 10.5(d) shall be permitted under this Section 10.4.

Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to (i) merge, dissolve or liquidate or consolidate with or into any other Person unless after giving effect thereto the Company is the sole surviving Person of such transaction and no Change in Control results therefrom, (ii) consummate a Division or (iii) engage in any transaction pursuant to which it is reorganized or reincorporated in any jurisdiction other than a State of the United States of America or the District of Columbia.

No such conveyance, transfer or lease of substantially all of the assets of the Company shall have the effect of releasing the Company or any successor corporation or limited liability company that shall theretofore have become such in the manner prescribed in this Section 10.4 from its liability under this Agreement or the Notes.

Section 10.5 Dispositions. The Company shall not, nor shall it permit any Subsidiary to, directly or indirectly, make any Disposition or enter into any agreement to make any Disposition, or, in the case of any Subsidiary of the Company, issue, sell or otherwise Dispose of any of such Subsidiary’s Equity Interests to any Person, except:

(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;

(b) Dispositions of property by any Subsidiary of the Company to the Company or to another Subsidiary of the Company; provided that if the transferor is an Unencumbered Property Subsidiary, the transferee thereof must be an Unencumbered Property Subsidiary;

(c) Dispositions permitted by Section 10.4(a), 10.4(b) or 10.4(c); and

(d) (i) the Disposition of any Property and (ii) the sale or other Disposition of all, but not less than all, of the Equity Interests of any Subsidiary; provided that no Default or Event of Default shall have occurred and be continuing or would result therefrom; provided further that if (x) such Property is an Unencumbered Eligible Property or (y) such Subsidiary is an Unencumbered Property Subsidiary, then at least two Business Days prior to the date of such Disposition, the holders of Notes shall have received an Officer’s Certificate certifying that at the time of and immediately after giving effect to such Disposition (A) the Company shall be in compliance, on a pro forma basis, with the provisions of Section 10.1(b) and Section 10.1(c) and (B) no Default or Event of Default shall have occurred and be continuing or would result under any other provision of this Agreement from such Disposition.

Section 10.6 Limitation on Restricted Payments. The Company shall not, nor shall it permit any Subsidiary to, directly or indirectly, declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that the following shall be permitted:

(a) the Company and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person;

(b) the Company may make Restricted Payments in cash in an aggregate amount in any fiscal year, in each case, not to exceed the greater of (i) 95% of Funds From Operations for such fiscal year and (ii) the amount of Restricted Payments required to be paid or distributed by the Company in order for it to (x) maintain its REIT Status and (y) avoid the payment of federal or state income or excise tax; provided, that no Restricted Payments in cash will be permitted during the existence of an Event of Default arising under Section 11(a) or Section 11(b), following acceleration of any of the Obligations or during the existence of an Event of Default arising under Section 11(g) or Section 11(h); and

(c) each Subsidiary of the Company may make Restricted Payments pro rata to the holders of its Equity Interests.

Section 10.7 Limitation on Investments. The Company shall not, nor shall it permit any Subsidiary to, directly or indirectly, make any Investments, except Permitted Investments.

Section 10.8 Limitation on Transactions with Affiliates. The Company shall not, nor shall it permit any Subsidiary to, enter into any transaction of any kind with any Affiliate of the Company, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Company or a Subsidiary thereof as would be obtainable by the Company or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate; provided that the foregoing restriction shall not apply to (i) transactions between or among the Obligors, (ii) transactions between or among Wholly-Owned Subsidiaries and (iii) Investments and Restricted Payments expressly permitted hereunder.

Section 10.9 Limitation on Changes in Fiscal Year. Permit the fiscal year of the Company to end on a day other than December 31, unless otherwise required by any applicable law, rule or regulation.

Section 10.10 Limitation on Lines of Business; Creation of Subsidiaries. The Company will not, and will not permit any Subsidiary to:

(a) engage, directly or indirectly, in any line of business other than the Permitted Businesses; or

(b) create or acquire any Subsidiary on or after the date of this Agreement, unless (x) within thirty (30) days after the date that such Subsidiary first acquires an asset each holder of a Note has been provided with written notice of same and (y) within sixty (60) days after the date that such Subsidiary first acquires any assets such Subsidiary shall have executed a Joinder and otherwise have complied with the provisions of Section 9.13 (including clauses (b) – (d) thereof); provided further, however, no such Subsidiary shall be required to execute such Joinder if such Subsidiary is an Excluded Subsidiary.

Section 10.11 Burdensome Agreements. The Company shall not, nor shall it permit any Subsidiary to, directly or indirectly, enter into any Contractual Obligation (other than any Financing Document or any Permitted Pari Passu Provision) that limits the ability of (i) any Subsidiary to make Restricted Payments to the Company or any Subsidiary Guarantor (except for any restrictions on an Excluded Subsidiary provided in favor of any holder of Secured Indebtedness that is owed to a non-Affiliate of the Company and that is permitted under Section

10.2), (ii) any Subsidiary (other than an Excluded Subsidiary) to transfer property to the Company or any Subsidiary Guarantor, (iii) any Subsidiary of the Company (other than an Excluded Subsidiary) to Guarantee the Notes or any of the obligations under this Agreement or (iv) any Obligor to create, incur, assume or suffer to exist Liens on property of such Person to secure the Notes or any obligations under this Agreement or any Subsidiary Guarantee; provided, that clauses (i), (ii) and (iv) of this Section 10.11 shall not prohibit any (A) Negative Pledges incurred or provided in favor of any holder of Secured Indebtedness that is owed to a non-Affiliate of the Company and that is permitted under Section 10.2 (provided that such limitation on Negative Pledges shall only be effective against the assets or property securing such Indebtedness), (B) Negative Pledges contained in any agreement in connection with a Disposition permitted by Section 10.5 (provided that such limitation shall only be effective against the assets or property that are the subject of Disposition), and (C) limitations on Restricted Payments or Negative Pledges by reason of customary provisions in joint venture agreements or other similar agreements applicable to Subsidiaries that are not Wholly-Owned Subsidiaries.

Section 10.12 Intentionally Omitted.

Section 10.13 Accounting Changes. The Company shall not make any change in (a) accounting policies or reporting practices, except as required or permitted by GAAP, or (b) its fiscal year.

Section 10.14 Amendments of Organizational Documents and Certain Debt Documents. The Company shall not, nor shall it permit any Obligor to:

(a) modify, amend, amend and restate or supplement the terms of any Organizational Document of any Obligor, without, in each case, the express prior written consent or approval of the Required Holders, if such changes would adversely affect in any material respect the rights of the holders of Notes hereunder or under any of the other Financing Documents; provided that if such prior consent or approval is not required, the Company shall nonetheless notify the holders of Notes in writing promptly after any such modification, amendment, amendment and restatement, or supplement to the Organizational Documents of any Obligor;

(b) directly or indirectly, enter into, incur, consent to, approve, authorize or otherwise suffer or permit to exist any agreement with respect to, or any amendment, amendment and restatement, supplement or other modification of, any of the Bank Loan Documents, the Prudential Note Agreement, the MetLife Note Agreement, the Barings Note Agreement, the AIG Note Agreement, the New York Life Note Agreement or any of the documents relating to an Unsecured Debt Facility of any member of the Consolidated Group (each a “Debt Facility Amendment”), that (i) contains, or would directly or indirectly have the effect of adding, any financial covenant (whether set forth as a covenant, undertaking, event of default, restriction, prepayment event or other such provision) that is more restrictive or burdensome as against the Company or any of its Subsidiaries than those contained in this Agreement or would directly or indirectly have the effect of making any of the existing financial covenants included therein more restrictive or burdensome as against the Company or any of its Subsidiaries than those contained in this Agreement or (ii) contains, or would directly or indirectly have the effect of adding, any new provision regarding eligibility requirements for “pool properties” (whether set forth as a covenant, undertaking, event of default, restriction, prepayment event or other such provision) that is more restrictive or burdensome as against the Company or any of its Subsidiaries than those contained in this

Agreement or would directly or indirectly have the effect of making any of the existing provisions regarding eligibility requirements for “pool properties” therein more restrictive or burdensome as against the Company or any of its Subsidiaries than those contained in this Agreement, in each case, unless (A) the Required Holders have consented thereto in writing or (B) the Financing Documents have been, or concurrently therewith are, modified in a manner reasonably deemed appropriate by the Required Holders to reflect such Debt Facility Amendment (including, without limitation, in the case of any Debt Facility Amendment that has the effect of modifying any financial covenant, reflecting any applicable cushion (if any) that exists between the covenant levels in the Financing Documents and the Bank Loan Documents, the Prudential Note Agreement, the MetLife Note Agreement, the Barings Note Agreement, the AIG Note Agreement, the New York Life Note Agreement or the documents relating to an Unsecured Debt Facility (determined on a percentage basis based on the then applicable covenant levels under the Financing Documents and, as applicable, the Bank Loan Documents, the Prudential Note Agreement, the MetLife Note Agreement, the Barings Note Agreement, the AIG Note Agreement, the New York Life Note Agreement or the documents relating to such Unsecured Debt Facility immediately prior to such Debt Facility Amendment); provided that this Section 10.14(b) shall not apply with respect to the More Favorable Secured Indebtedness Covenant unless such covenant (or any of the definitions as used therein) is subsequently amended or modified to be more restrictive or burdensome as against the Company or any of its Subsidiaries than the More Favorable Secured Indebtedness Covenant as in effect on the Execution Date.

(c) directly or indirectly, enter into, incur, consent to, approve, authorize or otherwise suffer or permit to exist any Debt Facility Amendment that would directly or indirectly have the effect of granting a Lien to secure any Indebtedness or other obligations arising under any Bank Loan Document, the Prudential Note Agreement, the MetLife Note Agreement, the Barings Note Agreement, the AIG Note Agreement, the New York Life Note Agreement or any Unsecured Debt Facility unless the obligations of the Obligors under the Notes, this Agreement and the Subsidiary Guarantees are concurrently secured equally and ratably with the Bank Loan Documents, the Prudential Note Agreement, the MetLife Note Agreement, the Barings Note Agreement, the AIG Note Agreement, the New York Life Note Agreement or such Unsecured Debt Facility pursuant to documentation reasonably acceptable to the Required Holders in substance and in form, including, without limitation, an intercreditor agreement and opinions of counsel from counsel to the Obligors that are reasonably acceptable to the Required Holders; and

(d) directly or indirectly, consent to, approve, authorize or otherwise suffer or permit any Debt Facility Amendment that would directly or indirectly have the effect of shortening the maturity of any Indebtedness arising under any of the Bank Loan Documents, the Prudential Note Agreement, the MetLife Note Agreement, the Barings Note Agreement, the AIG Note Agreement, the New York Life Note Agreement or of any Unsecured Debt Facility or accelerating or adding any requirement for amortization thereof.

Section 10.15 Anti-Money Laundering Laws; Sanctions. The Company shall not, nor shall it permit any Controlled Entity to:

(a) directly or indirectly, engage in any transaction, investment, undertaking or activity that conceals the identity, source or destination of the proceeds from any category of prohibited offenses designated in any law, regulation or other binding measure by the Organization for Economic Cooperation and Development’s Financial Action Task Force on Money Laundering

(solely to the extent such Organization has jurisdiction over the Company or any Controlled Entity and such law, regulation or other measure is applicable to, and binding on, the Company or any Controlled Entity) or violate these laws or any other applicable Anti-Money Laundering Law or engage in these actions;

(b) directly or indirectly, use the proceeds of any Note, or lend, contribute or otherwise make available such proceeds to any Controlled Entity, joint venture partner or other individual or entity, to fund any activities of or business with any individual or entity, or in any Designated Jurisdiction, that, at the time of such funding, is subject to sanctions under U.S. Economic Sanctions Laws, or in any other manner that will result in a violation by any individual or entity (including any individual or entity participating in the Transactions, whether as Purchaser, holder of a Note or otherwise) of U.S. Economic Sanctions Laws; or

(c) (i) become (including by virtue of being owned or controlled by a Blocked Person), own or control a Blocked Person, (ii) directly or indirectly to have any investment in or engage in any dealing or transaction with any Person if such investment, dealing or transaction (x) would cause any holder or any affiliate of such holder to be in violation of any, or subject to sanctions under, any law or regulation applicable to such holder, or (y) is prohibited by or subject to sanctions under any U.S. Economic Sanctions Laws.

Section 10.16 Anti-Corruption Laws. The Company shall not, nor shall it permit any Controlled Entity to, directly or indirectly use the proceeds of any Note for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, as amended, or other applicable Anti-Corruption Laws.

Section 10.17 Compliance with Environmental Laws. The Company shall not, nor shall it permit any Subsidiary to, do, or permit any other Person to do, any of the following: (a) use any of the Real Property or any portion thereof as a facility for the handling, processing, storage or disposal of Hazardous Materials except for quantities of Hazardous Materials used in the ordinary course of business and in material compliance with all applicable Environmental Laws, (b) cause or permit to be located on any of the Real Property any underground tank or other underground storage receptacle for Hazardous Materials except in compliance in all material respects with Environmental Laws, (c) generate any Hazardous Materials on any Property except in compliance in all material respects with Environmental Laws, (d) conduct any activity at any Property in any manner that could reasonably be contemplated to cause a Release of Hazardous Materials on, upon or into the Property or any surrounding properties or any threatened Release of Hazardous Materials which might give rise to liability under CERCLA or any other Environmental Law, or (e) directly or indirectly transport or arrange for the transport of any Hazardous Materials except in compliance in all material respects with Environmental Laws, except in each case (as to any of the foregoing clauses (a), (b), (c), (d) and (e)) where any such use, location of underground storage tank or storage receptacle, generation, conduct or other activity has not had and could not reasonably be expected to have a Material Adverse Effect.

Section 11. Events of Default.

An “Event of Default” shall exist if any of the following conditions or events shall occur and be continuing:

(a) the Company defaults in the payment of any principal or Make-Whole Amount, if any, on any Note when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise; or

(b) the Company defaults in the payment of any interest on any Note for more than five Business Days after the same becomes due and payable; or

(c) the Company defaults in the performance of or compliance with any term contained in Section 7.1, 7.2, 7.3, 9.1, 9.3(b), 9.7, 9.8, 9.13 or 9.14, or in Section 10; or

(d) the Company or any Subsidiary Guarantor defaults in the performance of or compliance with any term contained herein (other than those referred to in Sections 11(a), (b) and (c)) or in any other Financing Document and such default is not remedied within 30 days after the earlier of (i) a Responsible Officer obtaining actual knowledge of such default and (ii) the Company receiving written notice of such default from any holder of a Note (any such written notice to be identified as a “notice of default” and to refer specifically to this Section 11(d)); or

(e) any representation or warranty made or deemed made by or on behalf of any Obligor in or in connection with this Agreement or any amendment or modification hereof or waiver hereunder or any other Financing Document, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any amendment or modification hereof or waiver hereunder or any other Financing Document, shall prove to have been incorrect in any material respect when made or deemed made or any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be incorrect or misleading in any respect after giving effect to such qualification when made or deemed made; or

(f) (i) any Obligor or any Subsidiary thereof (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Recourse Indebtedness or Guarantee of Recourse Indebtedness (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement), individually or in the aggregate with all other Recourse Indebtedness as to which such a failure exists, of more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any Recourse Indebtedness or Guarantee of Recourse Indebtedness having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement), individually or in the aggregate with all other Recourse Indebtedness as to which such a failure exists, of more than the Threshold Amount or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee

or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded (but, in any event, as to both the foregoing clauses (i)(A) and/or (i)(B), only if the applicable failure, default or event continues to exist after the passage of any applicable grace or cure period provided with respect thereto); (ii) any Obligor or any Subsidiary thereof (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Non-Recourse Indebtedness or Guarantee of Non-Recourse Indebtedness having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement), individually or in the aggregate with all other Non-Recourse Indebtedness as to which such a failure exists, of more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any Non-Recourse Indebtedness or Guarantee of Non-Recourse Indebtedness having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement), individually or in the aggregate with all other Non-Recourse Indebtedness as to which such a failure exists, of more than the Threshold Amount or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded (but, in any event, as to both the foregoing clauses (ii)(A) and/or (ii)(B), only if the applicable failure, default or event continues to exist after the passage of any applicable grace or cure period provided with respect thereto); or (iii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which any Obligor or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the Company or any Subsidiary is an Affected Party (as so defined) and, in either event, the aggregate Swap Termination Values owed by the Company and all such Subsidiaries as a result thereof is greater than the Threshold Amount; or

(g) (i) the Company or any Significant Subsidiary becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within 30 days after its issue or levy; or

(h) the Company or any Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer

is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; or is adjudicated as insolvent or to be liquidated; or takes corporate action for the purpose of any of the foregoing under this clause (h); or

(i) there is entered against the Company or any Significant Subsidiary (i) one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments and orders) exceeding $30,000,000 (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of thirty (30) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

(j) (i) an ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of any Obligor under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount that could reasonably be expected to have a Material Adverse Effect, or (ii) any Obligor or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount that could reasonably be expected to have a Material Adverse Effect; or

(k) (i) any provision of any Financing Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the obligations of the Company under, and in respect of, this Agreement, the Notes and the other Financing Documents, ceases to be in full force and effect; or (ii) any Obligor contests in any manner the validity or enforceability of any provision of any Financing Document; or (iii) any Obligor denies that it has any or further liability or obligation under any provision of any Financing Document, or purports to revoke, terminate or rescind any provision of any Financing Document, in the case of clauses (i), (ii) and (iii), in any material respect; or

(l) the Company shall cease, for any reason, to maintain its status as a real estate investment trust under Sections 856 through 860 of the Code, after taking into account any cure provisions set forth in the Code that are complied with by the Company; or

(m) any “Event of Default” under (and as defined in) the Bank Loan Documents, the Prudential Note Agreement, the MetLife Note Agreement, the Barings Note Agreement the AIG Note Agreement or the New York Life Note Agreement shall occur.

Section 12. Remedies on Default, Etc.

Section 12.1 Acceleration.

(a) If an Event of Default with respect to the Company described in Section 11(g) or (h) (other than an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable.

(b) If any other Event of Default has occurred and is continuing, the Required Holders may at their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable.

(c) If any Event of Default described in Section 11(a) or (b)) has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable.

Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Section 12.2 Other Remedies.

(a) If any Default or Event of Default has occurred and is continuing, and irrespective of whether any Notes have become or have been declared immediately due and payable under Section 12.1, the holder of any Note at the time outstanding may proceed to protect and enforce the rights of such holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in any other Financing Document, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise.

(b) In addition to, and in no way limiting, the foregoing remedies, upon the occurrence of an Event of Default, each holder of any Note at the time outstanding shall have the following

remedies available, which remedies may be exercised at the same or different times as each other or as the remedies set forth in Sections 12.1 or 12.2(a):

(i) such holder may exercise all other rights and remedies under any and all of the other Financing Documents;

(ii) such holder may exercise all other rights and remedies it may have under any applicable law; and

(iii) to the extent permitted by applicable law, such holder shall be entitled to the appointment of a receiver or receivers for the assets and properties of the Company and its Subsidiaries, without notice of any kind whatsoever and without regard to the adequacy of any security for the obligations of the Company hereunder or under the other Financing Documents or the solvency of any party bound for its payment, and to exercise such power as the court shall confer upon such receiver.

Section 12.3 Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, on any Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 18, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Section 12.4 No Waivers or Election of Remedies, Expenses, Etc. No course of dealing and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder’s rights, powers or remedies. No right, power or remedy conferred by any Financing Document upon any holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations of the Company under Section 16, the Company will pay to the holder of each Note on demand such further amount as shall be sufficient to cover all reasonable out-of-pocket costs and expenses of such holder incurred in any enforcement or collection under this Section 12, including, without limitation, reasonable attorneys’ fees, expenses and disbursements.

Section 13. Registration; Exchange; Substitution of Notes.

Section 13.1 Registration of Notes. The Company shall keep at its principal executive office a register for the registration and registration of transfers of Notes. The name and address of each holder of one or more Notes, each transfer thereof and the name and address of each transferee of one or more Notes shall be registered in such register. If any holder of one or more

Notes is a nominee, then (a) the name and address of the beneficial owner of such Note or Notes shall also be registered in such register as an owner and holder thereof and (b) at any such beneficial owner’s option, either such beneficial owner or its nominee may execute any amendment, waiver or consent pursuant to this Agreement. Prior to due presentment for registration of transfer, the Person(s) in whose name any Note(s) shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company shall give to any holder of a Note that is an Institutional Investor promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes.

Section 13.2 Transfer and Exchange of Notes. Upon surrender of any Note to the Company at the address and to the attention of the designated officer (all as specified in Section 19(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Note set forth in Schedule 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2.

Section 13.3 Replacement of Notes. Upon receipt by the Company at the address and to the attention of the designated officer (all as specified in Section 19(iii)) of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such loss, theft, destruction or mutilation), and

(a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to the Company (provided that if the holder of such Note is, or is a nominee for, an original Purchaser or another holder of a Note with a minimum net worth of at least $100,000,000 or a Qualified Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or

(b) in the case of mutilation, upon surrender and cancellation thereof,

within ten Business Days thereafter, the Company at its own expense shall execute and deliver, in lieu thereof, a new Note, dated and bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon.

Section 14. Payments on Notes.

Section 14.1 Place of Payment. Subject to Section 14.2, payments of principal, Make-Whole Amount, if any, and interest becoming due and payable on the Notes shall be made in New York, New York at the principal office of JPMorgan Chase Bank, N.A. in such jurisdiction. The Company may at any time, by notice to each holder of a Note, change the place of payment of the Notes so long as such place of payment shall be either the principal office of the Company in such jurisdiction or the principal office of a bank or trust company in such jurisdiction.

Section 14.2 Payment by Wire Transfer. So long as any Purchaser or its nominee shall be the holder of any Note, and notwithstanding anything contained in Section 14.1 or in such Note to the contrary, the Company will pay all sums becoming due on such Note for principal, Make-Whole Amount, if any, interest and all other amounts becoming due hereunder by wire transfer in accordance with the instructions specified for such purpose below such Purchaser’s name in Schedule A, or in accordance with such other instructions as such Purchaser shall have from time to time specified to the Company in writing for such purpose, without the presentation or surrender of such Note or the making of any notation thereon, except that upon written request of the Company made concurrently with or reasonably promptly after payment or prepayment in full of any Note, such Purchaser shall surrender such Note for cancellation, reasonably promptly after any such request, to the Company at its principal executive office or at the place of payment most recently designated by the Company pursuant to Section 14.1. Prior to any sale or other disposition of any Note held by a Purchaser or its nominee, such Purchaser will, at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Note to the Company in exchange for a new Note or Notes pursuant to Section 13.2. The Company will afford the benefits of this Section 14.2 to any Institutional Investor that is the direct or indirect transferee of any Note purchased by a Purchaser under this Agreement and that has made the same agreement relating to such Note as the Purchasers have made in this Section 14.2.

Section 15. GUARANTEE.

Section 15.1 Unconditional Guarantee. Each Subsidiary Guarantor hereby irrevocably, unconditionally and jointly and severally with the other Subsidiary Guarantors guarantees to each holder, the due and punctual payment in full of (a) the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions of the Notes, this Agreement or any other Financing Document (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guarantee in the

preceding sentence (the “Unconditional Guarantee”) is an absolute, present and continuing guarantee of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Guaranteed Obligations (including, without limitation, any other Subsidiary Guarantor) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Subsidiary Guarantor jointly and severally agrees to pay the same when due to the holders entitled thereto, without demand, presentment, protest or notice of any kind, in U.S. dollars, pursuant to the requirements for payment specified in the Notes and this Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Subsidiary Guarantor agrees that the Notes issued in connection with this Agreement may (but need not) make reference to this Section 15.

Each Subsidiary Guarantor hereby acknowledges and agrees that it’s liability hereunder is joint and several with the other Subsidiary Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Financing Documents.

Section 15.2 Obligations Absolute. The obligations of each Subsidiary Guarantor hereunder shall be primary, absolute, irrevocable and unconditional, irrespective of the validity or enforceability of the Notes, this Agreement, any other Financing Document or any other instrument referred to therein or herein, shall not be subject to any counterclaim, setoff, deduction or defense based upon any claim a Subsidiary Guarantor may have against the Company or any holder or otherwise, and shall remain in full force and effect without regard to, and shall not be released, discharged or in any way affected by, any circumstance or condition whatsoever (whether or not such Subsidiary Guarantor shall have any knowledge or notice thereof), including, without limitation: (a) any amendment to, modification of, supplement to or restatement of the Notes, this Agreement, any other Financing Document or any other instrument referred to therein or herein (it being agreed that the joint and several obligations of each Subsidiary Guarantor hereunder shall apply to the Notes, this Agreement or any other Financing Document as so amended, modified, supplemented or restated) or any assignment or transfer of any thereof or of any interest therein, or any furnishing, acceptance, enforcement, realization or release of any security for the Notes (or any application of the proceeds thereof as the holders, in their sole discretion, may determine) or the addition, substitution or release of any other Subsidiary Guarantor or any other entity or other Person primarily or secondarily liable in respect of the Guaranteed Obligations; (b) any waiver, consent, extension, indulgence, enforcement, failure to enforce or other action or inaction under or in respect of the Notes, this Agreement, any other Financing Document or any other instrument referred to therein or herein; (c) any bankruptcy, insolvency, arrangement, reorganization, readjustment, composition, liquidation or similar proceeding with respect to the Company, any other Subsidiary Guarantor or any of their respective properties; (d) any merger, amalgamation or consolidation of any Subsidiary Guarantor or of the Company into or with any other Person or any sale, lease or transfer of any or all of the assets of any Subsidiary Guarantor or of the Company to any Person; (e) any failure on the part of the Company for any reason to comply with or perform any of the terms of any other agreement with any Subsidiary Guarantor; (f) any failure on the part of any holder to obtain, maintain, register or otherwise perfect any security; or (g) any other event or circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (whether or not similar to the foregoing), and in any event however material or prejudicial it may be to any Subsidiary Guarantor or to any subrogation, contribution or

reimbursement rights any Subsidiary Guarantor may otherwise have. Each Subsidiary Guarantor covenants that its obligations hereunder will not be discharged except by indefeasible payment in full in cash of all of the Guaranteed Obligations and all other obligations hereunder.

Section 15.3 Waiver. Each Subsidiary Guarantor unconditionally waives to the fullest extent permitted by law, (a) notice of acceptance hereof, of any action taken or omitted in reliance hereon and of any default by the Company or any Subsidiary Guarantor in the payment of any amounts due under the Notes, this Agreement, any other Financing Document or any other instrument referred to therein or herein, and of any of the matters referred to in Section 15.2 hereof, (b) all notices which may be required by statute, rule of law or otherwise to preserve any of the rights of any holder against any Subsidiary Guarantor, including, without limitation, presentment to or demand for payment from the Company or any Subsidiary Guarantor with respect to any Note, notice to the Company or to any Subsidiary Guarantor of default or protest for nonpayment or dishonor and the filing of claims with a court in the event of the bankruptcy of the Company or any Subsidiary Guarantor, (c) any right to require any holder to enforce, assert or exercise any right, power or remedy including, without limitation, any right, power or remedy conferred in this Agreement, the Notes or any other Financing Document, (d) any requirement for diligence on the part of any holder and (e) any other act or omission or thing or delay in doing any other act or thing which might in any manner or to any extent vary the risk of any Subsidiary Guarantor or otherwise operate as a discharge of any Subsidiary Guarantor or in any manner lessen the obligations of any Subsidiary Guarantor hereunder.

Section 15.4 Obligations Unimpaired.

(a) The holders shall have no obligation to proceed against any additional or substitute endorsers or guarantors or to pursue or exhaust any security provided by the Company, any Subsidiary Guarantor or any other Person or to pursue any other remedy available to the holders.

(b) If an event permitting the acceleration of the maturity of the principal amount of any Notes shall exist and such acceleration shall at such time be prevented or the right of any holder to receive any payment on account of the Guaranteed Obligations shall at such time be delayed or otherwise affected by reason of the pendency against the Company, any Subsidiary Guarantor or any other guarantor of a case or proceeding under a Debtor Relief Law, each Subsidiary Guarantor agrees that, for purposes of this Section 15 and its obligations hereunder, the maturity of such principal amount shall be deemed to have been accelerated with the same effect as if the holder thereof had accelerated the same in accordance with the terms of Section 12, and the Subsidiary Guarantors shall forthwith pay such accelerated Guaranteed Obligations.

Section 15.5 Subrogation and Subordination.

(a) No Subsidiary Guarantor will exercise any rights which it may have acquired by way of subrogation under this Section 15, by any payment made hereunder or otherwise, or accept any payment on account of such subrogation rights, or any rights of reimbursement, contribution or indemnity or any rights or recourse to any security for the Notes or this Section 15 unless and until all of the Guaranteed Obligations shall have been indefeasibly paid in full in cash.

(b) Each Subsidiary Guarantor hereby subordinates the payment of all Indebtedness and other obligations of the Company or any other guarantor of the Guaranteed Obligations owing to such Subsidiary Guarantor, whether now existing or hereafter arising, including, without limitation, all rights and claims described in clause (a) of this Section 15.5, to the indefeasible payment in full in cash of all of the Guaranteed Obligations. If the Required Holders so request, any such Indebtedness or other obligations shall be enforced and performance received by a Subsidiary Guarantor as trustee for the holders and the proceeds thereof shall be paid over to the holders promptly, in the form received (together with any necessary endorsements) to be applied to the Guaranteed Obligations, whether matured or unmatured, as may be directed by the Required Holders, but without otherwise reducing or affecting in any manner the liability of any Subsidiary Guarantor under this Section 15.

(c) Subject to the terms of Section 15.12, if any amount or other payment is made to or accepted by any Subsidiary Guarantor in violation of either of the preceding clauses (a) and (b) of this Section 15.5, such amount shall be deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the holders and shall be paid over to the holders promptly, in the form received (together with any necessary endorsements) to be applied to the Guaranteed Obligations, whether matured or unmatured, as may be directed by the Required Holders, but without reducing or affecting in any manner the liability of any Subsidiary Guarantor under this Section 15.

(d) Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Agreement and that its agreements set forth in this Section 15 are knowingly made in contemplation of such benefits.

Section 15.6 Information Regarding the Company. Each Subsidiary Guarantor now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company. No holder shall have any duty or responsibility to provide any Subsidiary Guarantor with any credit or other information concerning the affairs, financial condition or business of the Company which may come into possession of the holders. Each Subsidiary Guarantor has granted the Unconditional Guarantee without reliance upon any representation by the holders including, without limitation, with respect to (a) the due execution, validity, effectiveness or enforceability of any instrument, document or agreement evidencing or relating to any of the Guaranteed Obligations or any loan or other financial accommodation made or granted to the Company, (b) the validity, genuineness, enforceability, existence, value or sufficiency of any property securing any of the Guaranteed Obligations or the creation, perfection or priority of any lien or security interest in such property or (c) the existence, number, financial condition or creditworthiness of other guarantors or sureties, if any, with respect to any of the Guaranteed Obligations.

Section 15.7 Reinstatement of Guarantee. The Unconditional Guarantee under this Section 15 shall continue to be effective, or be reinstated, as the case may be, if and to the extent at any time payment, in whole or in part, of any of the sums due to any holder on account of the Guaranteed Obligations is rescinded or must otherwise be restored or returned by a holder upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Company, any other Obligor or any other guarantors, or upon or as a result of the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to the Company, any other Obligor or any other guarantors or any part of its or their property, or otherwise, all as though such payments had not been made.

Section 15.8 Subrogation and Contribution Rights. Notwithstanding anything in this Section 15 to the contrary, to the fullest extent permitted by applicable law, each Subsidiary Guarantor acknowledges and agrees that with respect to each of the Subsidiary Guarantors’ relative liability under the Unconditional Guarantee, each Subsidiary Guarantor possesses, and has not waived, corresponding rights of contribution, subrogation, indemnity, and reimbursement relative to the other Subsidiary Guarantors in accordance with, and as further set forth in, Section 15.12.

Section 15.9 Term of Guarantee. The Unconditional Guarantee and all guarantees, covenants and agreements of each Subsidiary Guarantor contained in this Section 15 shall continue in full force and effect and shall not be discharged until such time as all of the Guaranteed Obligations and all other obligations under the Financing Documents shall be indefeasibly paid in full in cash and shall be subject to reinstatement pursuant to Section 15.7.

Section 15.10 Release of Subsidiary Guarantors. Anything in this Agreement or the other Financing Documents to the contrary notwithstanding, any Subsidiary Guarantor which ceases for any reason to be a guarantor or other obligor in respect of the obligations under the Bank Loan Documents, the Prudential Note Agreement, the MetLife Note Agreement, the Barings Note Agreement, the AIG Note Agreement, the New York Life Note Agreement and any Additional Note Agreement shall, simultaneously therewith, be automatically deemed released from the Unconditional Guarantee and all its guarantees, covenants and agreements as a Subsidiary Guarantor, provided that, (a) after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, (b) no amount then shall be due and payable with respect to the Guaranteed Obligations and (c) the Company shall have paid to the holders of Notes pro rata compensation or consideration, or provided equal credit support, to any compensation or consideration paid to the Bank Lenders, the Prudential Purchasers, the MetLife Purchasers, the Barings Purchasers, the AIG Purchasers, the New York Life Purchasers and/or any holders of the notes issued under any Additional Note Agreement, or credit support (if any) provided to the Bank Lenders, the Prudential Purchasers, the MetLife Purchasers, the Barings Purchasers, the AIG Purchasers, the New York Life Purchasers and/or any holders of the notes issued under any Additional Note Agreement, under the Bank Credit Agreement, the Prudential Note Agreement, the MetLife Note Agreement, the Barings Note Agreement, the AIG Note Agreement, the New York Life Note Agreement and/or any such Additional Note Agreement in connection with the termination of such Subsidiary Guarantor’s guaranty under the Bank Loan Documents, the Prudential Note Agreement, the MetLife Note Agreement, the Barings Note Agreement, the AIG Note Agreement, the New York Life Note Agreement and/or such Additional Note Agreement.

Section 15.11 Savings Clause. Anything contained in this Agreement or the other Financing Documents to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder shall be limited to a maximum aggregate amount equal to the greatest amount that would not render such Subsidiary Guarantor’s obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any provisions of applicable state law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of such Subsidiary Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Subsidiary Guarantor (a) in respect of intercompany indebtedness to the Company or an Affiliate of the Company to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such Subsidiary Guarantor hereunder and (b) under any

guaranty of senior Unsecured Debt or Indebtedness subordinated in right of payment to the Guaranteed Obligations which guaranty contains a limitation as to maximum amount similar to that set forth in this Section, pursuant to which the liability of such Subsidiary Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement or similar rights of such Subsidiary Guarantor pursuant to (i) applicable law or (ii) any agreement providing for an equitable allocation among such Subsidiary Guarantor and of Affiliates of the Company of obligations arising under guaranties by such parties.

Section 15.12 Contribution. At any time a payment in respect of the Guaranteed Obligations is made under this Unconditional Guarantee, the right of contribution of each Subsidiary Guarantor against each other Subsidiary Guarantor shall be determined as provided in the immediately following sentence, with the right of contribution of each Subsidiary Guarantor to be revised and restated as of each date on which a payment (a “Relevant Payment”) is made on the Guaranteed Obligations under this Unconditional Guarantee. At any time that a Relevant Payment is made by a Subsidiary Guarantor that results in the aggregate payments made by such Subsidiary Guarantor in respect of the Guaranteed Obligations to and including the date of the Relevant Payment exceeding such Subsidiary Guarantor’s Contribution Percentage (as defined below) of the aggregate payments made by all Subsidiary Guarantors in respect of the Guaranteed Obligations to and including the date of the Relevant Payment (such excess, the “Aggregate Excess Amount”), each such Subsidiary Guarantor shall have a right of contribution against each other Subsidiary Guarantor who either has not made any payments or has made payments in respect of the Guaranteed Obligations to and including the date of the Relevant Payment in an aggregate amount less than such other Subsidiary Guarantor’s Contribution Percentage of the aggregate payments made to and including the date of the Relevant Payment by all Subsidiary Guarantors in respect of the Guaranteed Obligations (the aggregate amount of such deficit, the “Aggregate Deficit Amount”) in an amount equal to (x) a fraction the numerator of which is the Aggregate Excess Amount of such Subsidiary Guarantor and the denominator of which is the Aggregate Excess Amount of all Subsidiary Guarantors multiplied by (y) the Aggregate Deficit Amount of such other Subsidiary Guarantor. A Subsidiary Guarantor’s right of contribution pursuant to the preceding sentences shall arise at the time of each computation, subject to adjustment at the time of each computation; provided, that no Subsidiary Guarantor may take any action to enforce such right until after all Guaranteed Obligations and any other amounts payable under this Unconditional Guarantee are paid in full in immediately available funds, it being expressly recognized and agreed by all parties hereto that any Subsidiary Guarantor’s right of contribution arising pursuant to this Section 15.12 against any other Subsidiary Guarantor shall be expressly junior and subordinate to such other Subsidiary Guarantor’s obligations and liabilities in respect of the Guaranteed Obligations and any other obligations owing under this Unconditional Guarantee. As used in this Section 15.12, (i) each Subsidiary Guarantor’s “Contribution Percentage” shall mean the percentage obtained by dividing (x) the Adjusted Net Worth (as defined below) of such Subsidiary Guarantor by (y) the aggregate Adjusted Net Worth of all Subsidiary Guarantors; (ii) the “Adjusted Net Worth” of each Subsidiary Guarantor shall mean the greater of (x) the Net Worth (as defined below) of such Subsidiary Guarantor and (y) zero; and (iii) the “Net Worth” of each Subsidiary Guarantor shall mean the amount by which the fair saleable value of such Subsidiary Guarantor’s assets on the date of any Relevant Payment exceeds its existing debts and other liabilities (including contingent liabilities, but without giving effect to

any Guaranteed Obligations arising under this Unconditional Guarantee) on such date. All parties hereto recognize and agree that, except for any right of contribution arising pursuant to this Section 15.12, each Subsidiary Guarantor who makes any payment in respect of the Guaranteed Obligations shall have no right of contribution or subrogation against any other Subsidiary Guarantor in respect of such payment until after all Guaranteed Obligations and any other amounts payable under this Unconditional Guarantee are paid in full in immediately available funds. Each of the Subsidiary Guarantors recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such contribution.

Section 16. Expenses, Etc.

Section 16.1 Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with the preparation and administration of this Agreement, and the other Financing Documents or any amendments, waivers or consents under or in respect of this Agreement or any other Financing Document (whether or not such amendment, waiver or consent becomes effective) within 15 Business Days after the Company’s receipt of any invoice therefor, including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or any other Financing Document, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or any other Financing Document, or by reason of being a holder of any Note, (b) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the other Financing Documents, (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $5,500, and (d) the costs of any environmental reports or reviews commissioned by the Required Holders as permitted hereunder. In the event that any such invoice is not paid within 15 Business Days after the Company’s receipt thereof, interest on the amount of such invoice shall be due and payable at the Default Rate commencing with the 16th Business Day after the Company’s receipt thereof until such invoice has been paid. The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) in connection with the purchase of the Notes and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note.

Section 16.2 Survival. The obligations of the Company under this Section 16 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of any Financing Document, and the termination of this Agreement.

Section 17. Survival of Representations and Warranties; Entire Agreement.

All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to any Financing Document shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, the Financing Documents embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Section 18. Amendment and Waiver.

Section 18.1 Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with the written consent of the Company and the Required Holders, except that:

(a) no amendment or waiver of any of Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and

(b) no amendment or waiver may, without the written consent of the holder of each Note at the time outstanding, (i) subject to Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) the Make-Whole Amount, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any amendment or waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2 and Sections 11(a), 11(b), 12, 18 or 20.

Section 18.2 Solicitation of Holders of Notes.

(a) Solicitation. The Company will provide each holder of a Note with sufficient information, sufficiently far in advance of the date a decision is required, to enable such holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof or of any other Financing Document. The Company will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to this Section 18 or any other Financing Document to each holder of a Note promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite holders of Notes.

(b) Payment. The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security or provide other credit support, to any holder of a Note as consideration for or as an inducement to the entering into by such holder of any waiver or amendment of any of the terms

and provisions hereof or of any other Financing Document unless such remuneration is concurrently paid, or security is concurrently granted or other credit support concurrently provided, on the same terms, ratably to each holder of a Note even if such holder did not consent to such waiver or amendment.

(c) Consent in Contemplation of Transfer. Any consent given pursuant to this Section 18 or any other Financing Document by a holder of a Note that has transferred or has agreed to transfer its Note to the Company, any Subsidiary or any Affiliate of the Company, in each case in connection with such consent shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holder.

Section 18.3 Binding Effect, Etc. Any amendment or waiver consented to as provided in this Section 18 or any other Financing Document applies equally to all holders of Notes and is binding upon them and upon each future holder of any Note and upon the Company without regard to whether such Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Company and any holder of a Note and no delay in exercising any rights hereunder or under any Note or any other Financing Document shall operate as a waiver of any rights of any holder of such Note.

Section 18.4 Notes Held by Company, Etc. Solely for the purpose of determining whether the holders of all or the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under any Financing Document, or have directed the taking of any action provided thereunder to be taken upon the direction of the holders of all or a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by the Company or any of its Affiliates shall be deemed not to be outstanding.

Section 19. Notices.

Except to the extent otherwise provided in Section 7.4, all notices and communications provided for hereunder shall be in writing and sent (a) by facsimile if the recipient has provided facsimile number in its notice details, (b) by registered or certified mail with return receipt requested or express or priority mail with on-line tracking services available (postage prepaid), (c) by an internationally recognized overnight delivery service (with charges prepaid), or (d) by e‑mail if the recipient has provided an e-mail address in its notice details or by Internet websites that are freely accessible by the recipient. Any such notice must be sent:

(i) if to any Purchaser or its nominee, to such Purchaser or nominee at the address specified for such communications in Schedule A, or at such other address as such Purchaser or nominee shall have specified to the Company in writing,

(ii) if to any other holder of any Note, to such holder at such address as such other holder shall have specified to the Company in writing, or

(iii) if to the Company, to Getty Realty Corp., 292 Madison Avenue, New York, New York 10017, Attention of Chief Financial Officer (email address: [***]) with copies to: (x) Getty Realty Corp., 292 Madison Avenue, New York, New York 10017, Attention Chief Legal Officer (email address: [***]) and (y) Jones Day, 110 North Wacker Drive, Suite 4800, Chicago, Illinois 60606, Attention: James J. Caserio, Esq. (Facsimile No. (312) 782-8585 and email address: jcaserio@jonesday.com), or at such other address as the Company shall have specified to the holder of each Note in writing; provided that the failure to deliver a copy under (y) above shall not affect the effectiveness of the delivery of such notice or other communication to the Company.

Notices under this Section 19 will be deemed given only when actually received, except that (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor and any password or other information necessary to make such notice or communication freely available to the recipient; provided that, for facsimiles and both clauses (i) and (ii), if such facsimile, notice, email or other communication is not sent during the normal business hours of the recipient, such facsimile, notice, email or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient.

Section 20. Reproduction of Documents.

This Agreement and all documents relating thereto, including, without limitation, (a) consents, waivers and modifications that may hereafter be executed, (b) documents received by any Purchaser at the Closing (except the Notes themselves), and (c) financial statements, certificates and other information previously or hereafter furnished to any Purchaser, may be reproduced by such Purchaser by any photographic, photostatic, electronic, digital, or other similar process and such Purchaser may destroy any original document so reproduced. The Company agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by such Purchaser in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. This Section 20 shall not prohibit the Company or any other holder of Notes from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.

Section 21. Confidential Information.

For the purposes of this Section 21, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company or any Subsidiary in connection with

the transactions contemplated by or otherwise pursuant to the Financing Documents that is proprietary in nature, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any Person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or any Subsidiary or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its Affiliates, and its and their respective directors, officers, employees (legal and contractual), agents, partners, attorneys and trustees (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its auditors, financial advisors, investment advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with this Section 21, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by this Section 21), (v) any Person from which it offers to purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by this Section 21), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (x) to effect compliance with any law, rule, regulation or order applicable to such Purchaser; (y) in connection with any subpoena or other legal process; provided, however, that in the event a Purchaser or holder of any Note receives a subpoena or other legal process to disclose Confidential Information to any party, such Purchaser or holder shall, if legally permitted, notify the Company thereof as soon as possible after such Purchaser or holder has determined that it will respond to such subpoena or legal process so that the Company may seek a protective order or other appropriate remedy; provided further, however, that notwithstanding the foregoing, no such Purchaser or holder shall be subject to any liability for responding to such subpoena or legal process regardless of whether the Company shall have been able to obtain such a protective order or avail itself of such other appropriate remedy; or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes, this Agreement or any other Financing Document. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 21 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying this Section 21.

In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to any Financing Document, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through Intralinks, another secure website, a secure virtual workspace or

otherwise) which is different from this Section 21, this Section 21 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 21 shall supersede any such other confidentiality undertaking.

Section 22. Substitution of Purchaser.

Each Purchaser shall have the right to substitute any one of its Affiliates or another Purchaser or any one of such other Purchaser’s Affiliates (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both such Purchaser and such Substitute Purchaser, shall contain such Substitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 22), shall be deemed to refer to such Substitute Purchaser in lieu of such original Purchaser. Notwithstanding the foregoing, no such substitution shall release such original Purchaser from its obligations hereunder until the Company’s receipt in full of the purchase price for the Notes. In the event that such Substitute Purchaser is so substituted as a Purchaser hereunder and such Substitute Purchaser thereafter transfers to such original Purchaser all of the Notes then held by such Substitute Purchaser, upon receipt by the Company of notice of such transfer, any reference to such Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 22), shall no longer be deemed to refer to such Substitute Purchaser, but shall refer to such original Purchaser, and such original Purchaser shall again have all the rights of an original holder of the Notes under this Agreement.

Section 23. INDEMNITY; DAMAGE WAIVER.

(a) The Company and each Subsidiary Guarantor shall indemnify each Purchaser, each holder from time to time of a Note, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of:

(i) the execution or delivery of this Agreement, any other Financing Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby;

(ii) any Note or the use of the proceeds therefrom;

(iii) any actual or alleged presence or release of Hazardous Substances on or from any property owned or operated by the Company or any of its Subsidiaries, or any Environmental Liability related in any way to the Company or any of its Subsidiaries; or

(iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto;

provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the fraud, gross negligence or willful misconduct of such Indemnitee. In addition, the indemnification set forth in this Section 23 in favor of any Related Party shall be solely in their respective capacities as a director, officer, agent or employee, as the case may be.

(b) To the extent permitted by applicable law, no Obligor shall assert, and each Obligor hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Financing Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Note or the use of the proceeds thereof.

Section 24. Miscellaneous.

Section 24.1 Successors and Assigns. All covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns (including, without limitation, any subsequent holder of a Note) whether so expressed or not.

Section 24.2 Accounting Terms. All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to them in accordance with GAAP; provided that, if the Company notifies the Required Holders that the Company requests an amendment to any provision hereof to eliminate the effect of any change occurring on or after the date of this Agreement, in GAAP or in the application thereof on the operation of such provision (or if the Required Holders notify the Company that the Required Holders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Except as otherwise specifically provided herein, (i) all computations made pursuant to this Agreement shall be made in accordance with GAAP, and (ii) all financial statements shall be prepared in accordance with GAAP. For purposes of determining compliance with this Agreement (including, without limitation, Section 9, Section 10 and the definition of “Indebtedness”), any election by the Company to measure any financial liability using fair value (as permitted by Financial Accounting Standards Board Accounting Standards Codification Topic No. 825-10-25 – Fair Value Option, International Accounting Standard 39 – Financial Instruments: Recognition and Measurement or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made.

Notwithstanding anything in this Agreement to the contrary, if at any time any change in GAAP (including the adoption of the International Financial Reporting Standards (IFRS)) would affect the computation of any financial ratio or requirement set forth in any Financing Document, and either the Company or the Required Holders shall so request, the Company and the holders of the Notes shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Holders); provided that, until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (B) the Company shall provide to the holders of the Notes financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. All references herein to consolidated financial statements of the Company and its Subsidiaries or to the determination of any amount for the Company and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Company is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Section 24.3 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

Section 24.4 Construction, etc..

(a) Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

(b) As used in this Note Purchase and Guarantee Agreement and in the Notes, the term “this Agreement” and references thereto shall mean this Note Purchase and Guarantee Agreement (including, without limitation, all Annexes, Schedules and Exhibits attached hereto) as it may from time to time be amended, restated, supplemented, modified or otherwise changed.

(c) Any reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to one or a series of limited liability companies (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

Section 24.5 Counterparts; Electronic Contracting. This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto. The parties agree to electronic contracting and signatures with respect to this Agreement. Delivery of an electronic signature to, or a signed copy of this Agreement by facsimile, email or other electronic transmission shall be fully binding on the parties to the same extent as the delivery of the signed originals and shall be admissible into evidence for all purposes. The words “execution,” “execute,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Company, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Notwithstanding the foregoing, if any Purchaser or any holder of Notes shall request manually signed counterpart signatures to this Agreement, the Company hereby agrees to use its reasonable endeavors to provide (or cause the applicable Subsidiary Guarantor to provide) such manually signed signature pages as soon as reasonably practicable.

Section 24.6 Governing Law. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of New York without regard to principles of conflicts of laws (other than Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York).

Section 24.7 Jurisdiction and Process; Waiver of Jury Trial.

(a) Each Obligor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, each Obligor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

(b) Each Obligor consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 24.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 19 or at such other address of which such holder shall then have been notified pursuant to said Section. Each Obligor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.

(c) Nothing in this Section 24.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against any Obligor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

(d) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.

* * * * *

If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Obligors.

Very truly yours,
GETTY REALTY CORP.
By:	/s/ Brian Dickman
Name:		Brian Dickman
Title:		Executive Vice President, Chief Financial Officer & Treasurer
GETTY PROPERTIES CORP.
GETTY TM CORP.
AOC TRANSPORT, INC.
GETTYMART INC.
LEEMILT’S PETROLEUM, INC.
SLATTERY GROUP INC.
GETTY HI INDEMNITY, INC.
GETTY LEASING, INC.
GTY MD LEASING, INC.
GTY NY LEASING, INC.
GTY MA/NH LEASING, INC.
GTY-CPG (VA/DC) LEASING, INC.
GTY-CPG (QNS/BX) LEASING, INC.
By:	/s/ Brian Dickman
Name:		Brian Dickman
Title:		Executive Vice President, Chief Financial Officer & Treasurer
POWER TEST REALTY COMPANY<br><br>LIMITED PARTNERSHIP
By:		GETTY PROPERTIES CORP., its General Partner
By:	/s/ Brian Dickman
Name:		Brian Dickman
Title:		Executive Vice President, Chief Financial Officer & Treasurer

[Signature Page to Note Purchase and Guarantee Agreement – Getty (2025)]

GTY-PACIFIC LEASING, LLC
GTY-EPP LEASING, LLC
GTY-SC LEASING, LLC
GTY-GPM/EZ LEASING, LLC
GTY AUTO SERVICE, LLC
GTY QSR, LLC
By:		GETTY PROPERTIES CORP., its sole member
By:	/s/ Brian Dickman
Name:<br><br>Title:		Brian Dickman<br><br>Executive Vice President, Chief Financial Officer & Treasurer

[Signature Page to Note Purchase and Guarantee Agreement – Getty (2025)]

This Agreement is hereby

accepted and agreed to as

of the date hereof.

LIFE INSURANCE COMPANY OF THE SOUTHWEST
By:	PPM America, Inc., as investment adviser
By:	/s/ Jacqueline Baum
Name:		Jacqueline Baum
Title:		Assistant Vice President
JACKSON NATIONAL LIFE INSURANCE COMPANY
By:		PPM America, Inc., as attorney in fact,
		on behalf of Jackson National Life Insurance Company
By:	/s/ Jacqueline Baum
Name:		Jacqueline Baum
Title:		Assistant Vice President
JACKSON NATIONAL LIFE INSURANCE COMPANY OF NEW YORK
By:		PPM America, Inc., as attorney in fact,
		on behalf of Jackson National Life Insurance Company of New York
By:	/s/ Jacqueline Baum
Name:		Jacqueline Baum
Title:		Assistant Vice President

[Signature Page to Note Purchase and Guarantee Agreement – Getty (2025)]

NATIONAL GUARDIAN LIFE INSURANCE COMPANY
HORACE MANN LIFE INSURANCE COMPANY
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
STATE COMPENSATION INSURANCE FUND
By:		Voya Investment Management Co. LLC, as Agent
By:	/s/ Joshua Winchester
Name:		Joshua Winchester
Title:		Senior Vice President
VOYA PRIVATE CREDIT TRUST FUND – GOLDMAN SACHS
VOYA PRIVATE CREDIT TRUST FUND
By:		Voya Investment Trust Co., as Trustee
By:	/s/ Joshua Winchester
Name:		Joshua Winchester
Title:		Senior Vice President

[Signature Page to Note Purchase and Guarantee Agreement – Getty (2025)]

BETTERLIFE
MINNESOTA LIFE INSURANCE COMPANY
SECURIAN LIFE INSURANCE COMPANY
TRUSTMARK INSURANCE COMPANY
By:		Securian Asset Management, Inc.
By:	/s/ Jon K. Thompson
Name:		Jon K. Thompson
Title:		Vice President

[Signature Page to Note Purchase and Guarantee Agreement – Getty (2025)]

NEW YORK LIFE INSURANCE COMPANY
By:		NYL Investors LLC, its Investment Manager
By:	/s/ Christopher H. Carey
Name:		Christopher H. Carey
Title:		Managing Director
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
By:		NYL Investors LLC, its Investment Manager
By:	/s/ Christopher H. Carey
Name:		Christopher H. Carey
Title:		Managing Director
LIFE INSURANCE COMPANY OF NORTH AMERICA
By:		NYL Investors LLC, its Investment Manager
By:	/s/ Christopher H. Carey
Name:		Christopher H. Carey
Title:		Managing Director
NEW YORK LIFE GROUP INSURANCE COMPANY OF NY
By:		NYL Investors LLC, its Investment Manager
By:	/s/ Christopher H. Carey
Name:		Christopher H. Carey
Title:		Managing Director

[Signature Page to Note Purchase and Guarantee Agreement – Getty (2025)]

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA,
a New York domiciled life insurance company
By:		Nuveen Alternatives Advisors LLC,
		a Delaware limited liability company,
		its investment manager
By:	/s/ Greg Miller
Name:		Greg Miller
Title:		Senior Director

[Signature Page to Note Purchase and Guarantee Agreement – Getty (2025)]

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By:		Barings LLC, as Investment Adviser
By:	/s/ James Moore
Name:		James Moore
Title:		Managing Director
MARTELLO RE LIMITED
---	---	---
By:		Barings LLC, as Investment mANAGER
By:	/s/ James Moore
Name:		James Moore
Title:		Managing Director

[Signature Page to Note Purchase and Guarantee Agreement – Getty (2025)]

SYMETRA LIFE INSURANCE COMPANY
By:	/s/ Yvonne Guajardo
		Symetra Investment Management Company, acting as its agent
By:
Name:		Yvonne Guajardo
Title:		Senior Managing Director
PRIVATE PLACEMENT TRUST 1, A SERIES TRUST OF SIM UMBRELLA UNIT TRUST A
By:		Symetra Investment Management Company, acting as its agent
By:	/s/ Yvonne Guajardo
Name:		Yvonne Guajardo
Title:		Senior Managing Director

[Signature Page to Note Purchase and Guarantee Agreement – Getty (2025)]

GERBER LIFE INSURANCE COMPANY
By:	/s/ Jay V. Johnson
Name:		Jay V. Johnson
Title:		Vice President
By:	/s/ Brendan M. White
Name:		Brendan M. White
Title:		Sr. Vice President & Co-Chief Investment Officer

[Signature Page to Note Purchase and Guarantee Agreement – Getty (2025)]

AMERICAN GENERAL LIFE INSURANCE COMPANY
By:		Corebridge Institutional Investments (U.S.), LLC, as Investment Adviser
By:	/s/ John Pollock
Name:		John Pollock
Title:		Managing Director

[Signature Page to Note Purchase and Guarantee Agreement – Getty (2025)]

SOUTHERN FARM BUREAU LIFE INSURANCE COMPANY
By:	/s/ Bradley Blakney
Name:	Bradley Blakney
Title:	Director

[Signature Page to Note Purchase and Guarantee Agreement – Getty (2025)]

Schedule A Information Relating to Purchasers

[***]

Schedule A-1

Schedule B

Defined Terms

As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

“Acceptable Rating Agency” means (a) any one of S&P, Moody’s or Fitch and (b) any other nationally recognized credit rating organization that is recognized as a nationally recognized statistical rating organization by the SEC and approved by the Required Holders, so long as, in each case, any such credit rating organization described in clause (a) or (b) above continues to be a nationally recognized statistical rating organization recognized by the SEC and is approved as a “Credit Rating Provider” (or other similar designation) by the NAIC.

“Acquisition Spike Period” has the meaning set forth in Section 10.1(c).

“Additional Note Agreement” means any note purchase agreement, private shelf facility or other similar agreement entered into on or after the date of this Agreement in connection with any institutional private placement financing transaction providing for the issuance and sale of debt Securities by any Obligor or any Subsidiary (other than any Excluded Subsidiary) to one or more other Institutional Investors.

“Adjusted Net Worth” is defined in Section 15.12.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Aggregate Deficit Amount” is defined in Section 15.12.

“Aggregate Excess Amount” is defined in Section 15.12.

“Agreement” means this Agreement, including all Schedules attached to this Agreement, as it may be amended, restated, supplemented or otherwise modified from time to time.

“AIG Note Agreement” means that certain Second Amended and Restated Note Purchase and Guarantee Agreement, dated as of February 22, 2022, as amended by that certain MFL Letter Amendment, dated as of the Execution Date, by and among the Company, the Initial Subsidiary Guarantors and the AIG Purchasers, together with the promissory notes of the Company issued pursuant to the terms thereof and including any renewals, extensions, amendments, supplements, restatements, replacements or refinancing of such Second Amended and Restated Note Purchase and Guarantee Agreement or such notes.

“AIG Purchasers” means the purchasers from time to time party to the AIG Note Agreement.

Schedule B-1

“Anti-Corruption Laws” means any law or regulation in a U.S. or any non-U.S. jurisdiction regarding bribery or any other corrupt activity, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010.

“Anti-Money Laundering Laws” means any law or regulation in a U.S. or any non-U.S. jurisdiction regarding money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes, including the Currency and Foreign Transactions Reporting Act of 1970 (otherwise known as the Bank Secrecy Act) and the USA PATRIOT Act.

“Attributable Indebtedness” means, on any date, (a) in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease.

“Audited Financial Statements” means the audited consolidated balance sheet of the Company and its Subsidiaries for the fiscal year ended December 31, 2024, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Company and its Subsidiaries, including the notes thereto.

“Bank Agent” means Bank of America, N.A., in its capacity as administrative agent for the Bank Lenders under the Bank Credit Agreement, and its successors and assigns in such capacity.

“Bank Credit Agreement” means that certain Third Amended and Restated Credit Agreement, dated as of January 23, 2025, among the Company, each of the other Obligors party thereto, the Bank Agent and the Bank Lenders from time to time party thereto, including any renewals, extensions, amendments, supplements, restatements, replacements or refinancing thereof.

“Bank Lenders” means the lenders from time to time party to the Bank Credit Agreement.

“Bank Loan Documents” means, collectively, the Bank Credit Agreement and all other Loan Documents (as defined in the Bank Credit Agreement).

“Barings Note Agreement” means that certain Second Amended and Restated Note Purchase and Guarantee Agreement, dated as of February 22, 2022, as amended by that certain MFL Letter Amendment, dated as of the Execution Date, by and among the Company, the Initial Subsidiary Guarantors and the Barings Purchasers, together with the promissory notes of the Company issued pursuant to the terms thereof and including any renewals, extensions, amendments, supplements, restatements, replacements or refinancing of such Second Amended and Restated Note Purchase and Guarantee Agreement or such notes.

“Barings Purchasers” means the purchasers from time to time party to the Barings Note Agreement.

Schedule B-2

“Blocked Person” means (a) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by OFAC, (b) a Person, entity, organization, country or regime that is blocked or a target of sanctions that have been imposed under U.S. Economic Sanctions Laws or (c) a Person that is an agent, department or instrumentality of, or is otherwise beneficially owned by, controlled by or acting on behalf of, directly or indirectly, any Person, entity, organization, country or regime described in clause (a) or (b).

“Business Day” means any day other than a Saturday, a Sunday or a day on which commercial banks in New York, New York are required or authorized to be closed.

“Cap Rate” means, at any time, the greater of (a) seven and one-quarter percent (7.25%), and (b) the “Cap Rate” as such term (or any equivalent term howsoever defined) is defined in the Bank Credit Agreement, the Prudential Note Agreement, the Barings Note Agreement, the MetLife Note Agreement, the AIG Note Agreement, the New York Life Note Agreement or any other Material Credit Facility, as the case may be.

“Capitalized Lease” means any lease that has been or is required to be, in accordance with GAAP, classified and accounted for as a capital lease or financing lease.

“Cash and Cash Equivalents” means on any date, the sum of: (a) the aggregate amount of cash then held by the Company or any of its Subsidiaries (as set forth on the Company’s balance sheet for the then most recently ended fiscal quarter), plus (b) the aggregate amount of Cash Equivalents (valued at fair market value) then held by the Company or any of its Subsidiaries, plus (c) the aggregate amount of cash or Cash Equivalents in restricted 1031 accounts under the exclusive control of the Company.

“Cash Equivalents” means short-term investments in liquid accounts, such as money‑market funds, bankers acceptances, certificates of deposit and commercial paper.

“Change in Control” is defined in Section 8.7(h).

“Change in Control Prepayment Date” is defined in Section 8.7(c).

“Closing” is defined in Section 3.

“Closing Date” is defined in Section 3.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from time to time.

“Company” is defined in the introductory paragraph of this Agreement.

“Confidential Information” is defined in Section 21.

“Consolidated EBITDA” means an amount determined in accordance with GAAP equal to: (x) (A) the Consolidated Net Income of the Company for the most recently ended fiscal quarter, adjusted for straight-line rents and net amortization of above-market and below-market leases, deferred financing leases and deferred leasing incentives, plus income taxes, Consolidated Interest

Schedule B-3

Expense, depreciation and amortization, and calculated exclusive of any rent or other revenue that has been earned by the Company or its Subsidiaries during such fiscal quarter but not yet actually paid to the Company or its Subsidiaries unless otherwise set off from net income, plus (B) the sum of the following (without duplication and to the extent reflected as a charge or deduction in the statement of such Consolidated Net Income for such period) (i) one-time cash charges (including, without limitation, legal fees) incurred during such fiscal quarter with respect to continued compliance by the Company with the terms and conditions of the Financing Documents, the Prudential Note Agreement, the MetLife Note Agreement, the Barings Note Agreement, the AIG Note Agreement, the Bank Loan Documents, the New York Life Note Agreement and/or the loan or financing documents with respect to any other Pari Passu Obligations permitted by this Agreement (excluding the terms and conditions of Unsecured Debt arising under Swap Contracts), (ii) non-cash impairments taken during such fiscal quarter, (iii) extraordinary and unusual bad-debt expenses incurred in such quarter, (iv) any costs incurred in such quarter in connection with the acquisition or disposition of Properties, (v) non-cash allowances for deferred rent and deferred mortgage receivables incurred in such quarter, (vi) losses on sales of operating real estate and marketable securities incurred during such fiscal quarter and (vii) any other extraordinary, non-recurring, expenses recorded during such fiscal quarter, including any settlements in connection with litigation and reserves recorded for environmental litigation, in each case, determined in accordance with GAAP, less (C) the sum of the following (without duplication and to the extent reflected as income in the statement of such Consolidated Net Income for such period) (i) extraordinary and unusual bad debt reversals recorded in such fiscal quarter (ii) gains on sales of operating real estate and marketable securities incurred during such fiscal quarter and (iii) any other extraordinary, non-recurring, cash income recorded during such fiscal quarter, in each case, determined in accordance with GAAP, multiplied by (y) four (4). Consolidated EBITDA will be calculated on a pro forma basis to take into account the impact of any Property acquisitions and/or dispositions made by the Company or its Subsidiaries during the most recently ended fiscal quarter, as well as any long-term leases signed during such fiscal quarter, as if such acquisitions, dispositions and/or lease signings occurred on the first day of such fiscal quarter.

“Consolidated EBITDAR” means for any Person, the sum of (i) Consolidated EBITDA plus (ii) (x) rent expenses exclusive of non-cash rental expense adjustments for the most recently ended fiscal quarter of the Company, (y) multiplied by four (4).

“Consolidated Group” means the Obligors and their consolidated Subsidiaries, as determined in accordance with GAAP.

“Consolidated Interest Expense” means, for any period, without duplication, the sum of (i) total interest expense of the Company and its consolidated Subsidiaries determined in accordance with GAAP (including for the avoidance of doubt interest attributable to Capitalized Leases) and (ii) the Consolidated Group’s Ownership Share of the Interest Expense of Unconsolidated Affiliates.

“Consolidated Net Income” means, with respect to any Person for any period and without duplication, the sum of (i) the consolidated net income (or loss) of such Person and its Subsidiaries, determined in accordance with GAAP and (ii) the Consolidated Group’s Ownership Share of the net income (or loss) attributable to Unconsolidated Affiliates.

Schedule B-4

“Consolidated Secured Indebtedness” means, at any time, the portion of Consolidated Total Indebtedness that is Secured Indebtedness.

“Consolidated Secured Recourse Indebtedness” means, at any time, the portion of Consolidated Secured Indebtedness that is not Non-Recourse Indebtedness.

“Consolidated Tangible Net Worth” means, as of any date of determination, (a) Shareholders’ Equity minus (b) the Intangible Assets of the Consolidated Group, plus (c) all accumulated depreciation and amortization of the Consolidated Group, in each case determined on a consolidated basis in accordance with GAAP.

“Consolidated Total Indebtedness” means, as of any date of determination, the then aggregate outstanding amount of all Indebtedness of the Consolidated Group determined on a consolidated basis.

“Consolidated Unsecured Indebtedness” means, at any time, the portion of Consolidated Total Indebtedness that is Unsecured Debt.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Contribution Percentage” is defined in Section 15.12.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Control Event” is defined in Section 8.7.

“Controlled Entity” means (i) any of the Subsidiaries of the Company and any of their or the Company’s respective Controlled Affiliates and (ii) if the Company has a parent company, such parent company and its Controlled Affiliates.

“Customary Non-Recourse Carve-Outs” means, with respect to any Non-Recourse Indebtedness, exclusions from the exculpation provisions with respect to such Non-Recourse Indebtedness for fraud, misrepresentation, misapplication of funds, waste, environmental claims, voluntary bankruptcy, collusive involuntary bankruptcy, prohibited transfers, violations of single purpose entity covenants and other circumstances customarily excluded by institutional lenders from exculpation provisions and/or included in separate indemnification agreements in non-recourse financings of real estate.

“Debt Facility Amendment” has the meaning set forth in Section 10.14.

“Debt Rating” means, (i) as to any Person, a non-credit enhanced, senior unsecured long-term debt rating of such Person, or (ii) as to any Notes, the debt rating of such Notes as determined from time to time by any Acceptable Rating Agency.

Schedule B-5

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both, become an Event of Default.

“Default Rate” means that rate of interest that is the greater of (i) 2.0% per annum above the rate of interest stated in clause (a) of the first paragraph of the Notes or (ii) 2.0% over the rate of interest publicly announced by JPMorgan Chase Bank, N.A. in New York, New York as its “base” or “prime” rate.

“Designated Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of any sanction under U.S. Economic Sanctions Laws.

“Disposition” or “Dispose” means the sale, transfer, license, lease (other than a lease entered into in the ordinary course of business) or other disposition (including any sale and leaseback transaction) of any property by any Person (or the granting of any option or other right to do any of the foregoing), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith and including any disposition of property to a Division Successor pursuant to a Division.

“Dividing Person” has the meaning given that term in the definition of “Division.”

“Division” means the division of the assets, liabilities and/or obligations of a Person (the “Dividing Person”) among two or more Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing Person and pursuant to which the Dividing Person may or may not survive.

“Division Successor” means any Person that, upon the consummation of a Division of a Dividing Person, holds all or any portion of the assets, liabilities and/or obligations previously held by such Dividing Person immediately prior to the consummation of such Division. A Dividing Person which retains any of its assets, liabilities and/or obligations after a Division shall be deemed a Division Successor upon the occurrence of such Division.

“Disclosure Documents” is defined in Section 5.3.

“Dollar” and “$” mean lawful money of the United States.

“Electronic Delivery” is defined in Section 7.1(a).

“Eligible Ground Lease” means any Eligible Ground Lease (New) or Eligible Ground Lease (Legacy).

Schedule B-6

“Eligible Ground Lease (Legacy)” means, as to any Property, a ground lease:

(a) that is specifically identified on the date of this Agreement in Schedule C;

(b) that has the Company or a Wholly-Owned Subsidiary of the Company as lessee;

(c) as to which no default or event of default has occurred or with the passage of time or the giving of notice would occur;

(d) under which no ground lessor has the unilateral right to terminate such ground lease prior to expiration of the stated term of such ground lease absent the occurrence of any casualty, condemnation or default by the Company or any of its Subsidiaries thereunder; and

(e) that has a remaining term of at least one year at all times.

“Eligible Ground Lease (New)” means, as to any Property, a ground lease:

(a) that has the Company or a Wholly-Owned Subsidiary of the Company as lessee;

(b) as to which no default or event of default has occurred or with the passage of time or the giving of notice would occur;

(c) that has a remaining term (inclusive of any unexercised extension options) of twenty five (25) years or more from the date such Property is included as an Unencumbered Eligible Property;

(d) that provides the right of the lessee to mortgage and encumber its interest in such Property without the consent of the lessor;

(e) that includes an obligation of the lessor to give the holder of any mortgage lien on such Property written notice of any defaults on the part of the lessee and an agreement of such lessor that such lease will not be terminated until such holder has had a reasonable opportunity to cure or complete foreclosure and fails to do so;

(f) that includes provisions that permit transfer of the lessee’s interest under such lease on reasonable terms, including the ability to sublease; and

(g) that includes such other rights customarily required by mortgagees making a loan secured by the interest of the holder of the leasehold estate demised pursuant to a ground lease.

“Environmental Expenses” means, (a) for any four fiscal quarter period, an amount equal to the sum of (i) the aggregate amount of cash expenditures made by members of the Consolidated Group during such period in respect of costs incurred to remediate environmental issues with respect to Properties (net of the aggregate amount of cash received by members of the Consolidated

Schedule B-7

Group during such period from any available State environmental funds in respect of any such environmental issues) and (ii) the aggregate amount of fees and expenses paid by members of the Consolidated Group during such period to legal and other professional advisors engaged to represent or otherwise advise one or more members of the Consolidated Group in connection with (A) litigations or proceedings (whether judicial, administrative or other) concerning environmental issues with respect to Properties and (B) investigations, audits and similar inquiries of any Governmental Authority with respect to Properties and (b) for any one fiscal quarter period, an amount equal to the amount determined in accordance with the preceding immediately clause (a) for the four fiscal quarter period ending on the last day of such one fiscal quarter period, divided by four (4).

“Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Company, any Subsidiary Guarantor or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Company within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

Schedule B-8

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Company or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Company or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Company or any ERISA Affiliate.

“Event of Default” is defined in Section 11.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“Excluded Subsidiary” means any Subsidiary of the Company that:

(a) does not own or ground lease all or any portion of any Unencumbered Eligible Property,

(b) does not, directly or indirectly, own all or any portion of the Equity Interests of any Subsidiary of the Company that owns an Unencumbered Eligible Property,

(c) is not a borrower, guarantor or otherwise liable under or in respect of Indebtedness under any Bank Loan Document, the Prudential Note Agreement, the MetLife Note Agreement, the Barings Note Agreement, the AIG Note Agreement, the New York Life Note Agreement or any other Unsecured Debt, and

(d) either:

(i) is not a Wholly-Owned Subsidiary of the Company, or

(ii) is a borrower or guarantor of Secured Indebtedness owed to a non-affiliate (or a direct or indirect parent of such borrower or guarantor (other than the Company)), and the terms of such Secured Indebtedness prohibit such Subsidiary from becoming a Subsidiary Guarantor, or

(iii) does not own any assets.

Upon any Subsidiary which is a Guarantor and was not previously an Excluded Subsidiary becoming an Excluded Subsidiary (including, without limitation, as a result of the removal of the Property owned by such Subsidiary as an Unencumbered Eligible Property as contemplated in the

Schedule B-9

definition of “Unencumbered Property Criteria”), such Subsidiary shall, upon the request of the Company, be released as a Guarantor; provided that at the time of, and after giving effect to, such release (x) no Default or Event of Default shall be existing, (y) no amount is then due and payable by such Subsidiary under the Unconditional Guarantee, and (z) each holder of the Notes shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (x) and (y) above and certifying that such Subsidiary constitutes an Excluded Subsidiary.

“Execution Date” is defined in Section 3.

“FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board.

“Financing Documents” means this Agreement, the Notes, and each other agreement executed and delivered to or for the benefit of the holders of Notes in connection with the transactions contemplated hereby, as each may be amended, restated, supplemented or otherwise modified from time to time.

“Fitch” means Fitch, Inc. and any successor thereto.

“Fixed Charge Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDAR (less any cash payments made in respect of Environmental Expenses made during the then most recently ended period of four fiscal quarters to the extent not already deducted in the calculation of Consolidated EBITDAR) (exclusive of non-cash GAAP adjustments related to Environmental Expenses) as of the end of the most recently ended fiscal quarter, to (b) the sum of all interest incurred (accrued, paid or capitalized and determined based upon the actual interest rate), plus regularly scheduled principal payments paid with respect to Indebtedness (excluding optional prepayments and balloon principal payments due on maturity in respect of any Indebtedness), plus rent expenses (exclusive of non-cash rental expense adjustments), plus dividends on preferred stock or preferred minority interest distributions, with respect to this clause (b), all calculated with respect to the then most recently ended fiscal quarter and multiplied by four (4), and, with respect to both clauses (a) and (b), all determined on a consolidated basis in accordance with GAAP.

“Form 10‑K” is defined in Section 7.1(b).

“Form 10‑Q” is defined in Section 7.1(a).

“Fraudulent Transfer Laws” is defined in Section 15.11.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Funding Instruction Letter” is defined in Section 4.2(i).

“Funds From Operations” means, with respect to any period and without double counting, an amount equal to the Consolidated Net Income of the Company and its Subsidiaries for such period, excluding gains (or losses) from sales of property, plus depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures; provided that “Funds From Operations” shall exclude impairment charges, charges from the early

Schedule B-10

extinguishment of indebtedness and other non-cash charges as evidenced by a certification of a Responsible Officer of the Company containing calculations in reasonable detail satisfactory to the Required Holders. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect “Funds From Operations” on the same basis. In addition, “Funds from Operations” shall be adjusted to remove any impact of the expensing of acquisition costs pursuant to ASC 805, including, without limitation, (i) the addition to Consolidated Net Income of costs and expenses related to ongoing consummated acquisition transactions during such period; and (ii) the subtraction from Consolidated Net Income of costs and expenses related to acquisition transactions terminated during such period.

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

“Getty NY” means GTY NY Leasing, Inc., a Delaware corporation.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Governmental Official” means any governmental official or employee, employee of any government-owned or government-controlled entity, political party, any official of a political party, candidate for political office, or anyone else acting in an official capacity.

“Guaranteed Obligations” is defined in Section 15.1.

“Guarantee” means, as to any Person, (without duplication with respect to such Person) (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed

Schedule B-11

by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning. Customary Non-Recourse Carve-Outs shall not, in and of themselves, be considered to be a Guarantee unless demand has been made for the payment or performance of such Customary Non-Recourse Carve-Outs.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances or wastes, including petroleum or petroleum distillates, natural gas, natural gas liquids, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, toxic mold, infectious or medical wastes and all other substances, wastes, chemicals, pollutants, contaminants or compounds of any nature in any form regulated pursuant to any Environmental Law.

“holder” means, with respect to any Note, the Person in whose name such Note is registered in the register maintained by the Company pursuant to Section 13.1, provided, however, that if such Person is a nominee, then for the purposes of Sections 7, 12, 18.2 and 19 and any related definitions in this Schedule B, “holder” shall mean the beneficial owner of such Note whose name and address appears in such register.

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b) all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances and similar instruments (including bank guaranties, surety bonds, comfort letters, keep-well agreements and capital maintenance agreements) to the extent such instruments or agreements support financial, rather than performance, obligations;

(c) net obligations of such Person under any Swap Contract;

(d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business that are not past due for more than 60 days);

(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

Schedule B-12

(f) Capitalized Leases and Synthetic Lease Obligations;

(g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest in such Person or any other Person (valued, in the case of a redeemable preferred Equity Interest, at its voluntary or involuntary liquidation preference plus accrued and unpaid dividends);

(h) all Off-Balance Sheet Arrangements of such Person; and

(i) all Guarantees of such Person in respect of any of the foregoing, excluding guarantees of Non-Recourse Indebtedness for which recourse is limited to liability for Customary Non-Recourse Carve-Outs.

For all purposes hereof, (i) Indebtedness shall include the Consolidated Group’s Ownership Share of the foregoing items and components attributable to Indebtedness of Unconsolidated Affiliates and (ii) the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company or a limited partnership in which such Person is a limited partner and not a general partner) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any Capitalized Lease or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.

“Indemnitee” is defined in Section 23(a).

“Indirect Owner” has the meaning specified in the definition of “Unencumbered Property Criteria”.

“INHAM Exemption” is defined in Section 6.2(e).

“Initial Subsidiary Guarantors” is defined in the introductory paragraph of this Agreement.

“Institutional Investor” means (a) any Purchaser of a Note, (b) any holder of a Note holding (together with one or more of its affiliates) more than 10% of the aggregate principal amount of the Notes then outstanding, (c) any bank, trust company, savings and loan association or other financial institution, any Pension Plan, any investment company, any insurance company, any broker or dealer, or any other similar financial institution or entity, regardless of legal form, and (d) any Related Fund of any holder of any Note.

“Intangible Assets” means assets that are considered to be intangible assets under GAAP, excluding lease intangibles but including customer lists, goodwill, computer software, copyrights, trade names, trademarks, patents, franchises, licenses, unamortized deferred charges, unamortized debt discount and capitalized research and development costs.

Schedule B-13

“Interest Expense” means, for any period with respect to any Person, without duplication, total interest expense of such Person and its consolidated Subsidiaries determined in accordance with GAAP (including for the avoidance of doubt interest attributable to Capitalized Leases).

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other Person, (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit or all or a substantial part of the business of, such Person or (d) the purchase, acquisition or other investment in any Real Property or real property-related assets (including, without limitation, mortgage loans and other real estate-related debt investments, investments in land holdings, and costs to construct Real Property assets under development). For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“Investment Grade Credit Rating” means receipt of at least two Debt Ratings of Baa3 or better from Moody’s or BBB- or better from S&P or Fitch.

“Investment Grade Pricing Effective Date” means the first Business Day following the date on which the Company has (a) obtained an Investment Grade Credit Rating and (b) delivered to the holders of Notes a certificate executed by a Responsible Officer of the Company certifying that (i) an Investment Grade Credit Rating has been obtained by the Company and is in effect (which certification shall also set forth the Debt Rating received, if any, from each Rating Agency as of such date) and (ii) the “Investment Grade Pricing Effective Date” under and as defined in the Bank Credit Agreement has occurred.

“Joinder” means a joinder agreement substantially in the form of Exhibit A attached hereto.

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“Lease” means a lease, sublease and/or occupancy or similar agreement under which the Company or any Subsidiary is the landlord (or sub-landlord) or lessor (or sub-lessor) the terms of which provide for a Person that is not an Affiliate of the Company to occupy or use any Real Property, or any part thereof, whether now or hereafter executed and all amendments, modifications or supplements thereto.

Schedule B-14

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, negative pledge (other than any negative pledge which is a Permitted Pari Passu Provision or is a negative pledge which is contemplated pursuant to clause (B) of Section 10.11), or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing), and in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Make-Whole Amount” is defined in Section 8.8.

“Management Fees” means, with respect to each Property for any period, an amount equal to two percent (2.0%) per annum on the aggregate rent (including base rent and percentage rent) due and payable under leases with respect to such Property.

“Material” means material in relation to the business, operations, affairs, financial condition, assets, properties, or prospects of the Company and its Subsidiaries taken as a whole.

“Material Acquisition” means one or more acquisitions consummated during any calendar quarter by the Company or any of its consolidated Subsidiaries of assets of, or constituting, a Person that is not an Affiliate of the Company (whether by purchase of such assets, purchase of Person(s) owning such assets or some combination thereof) with a minimum aggregate gross purchase price at least equal to $100,000,000.

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect on, the operations, business, assets, properties, liabilities (actual or contingent), or condition (financial or otherwise) of the Company or the Company and its Subsidiaries taken as a whole; (b) a material adverse effect on the rights and remedies of any holder of Notes under any Financing Document, or of the ability of the Obligors taken as a whole to perform their obligations under any Financing Document; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Obligor of any Financing Document to which it is a party.

“Material Credit Facility” means, as to the Company and its Subsidiaries,

(a) the Bank Credit Agreement, including any renewals, extensions, amendments, supplements, restatements, replacements or refinancing thereof;

(b) the Prudential Note Agreement, the Barings Note Agreement, the MetLife Note Agreement, the AIG Note Agreement and the New York Life Note Agreement; and

(c) any other agreement(s) or arrangement(s) creating or evidencing indebtedness for borrowed money entered into on or after the Execution Date by the Company or any Subsidiary, or in respect of which the Company or any Subsidiary is an obligor or otherwise provides a guarantee, security or other credit support (“Credit Facility”), in a principal amount outstanding or available for borrowing equal to or greater than $50,000,000 (or the equivalent of such amount in the relevant currency of payment, determined as of the date of the closing of such facility based on the exchange rate of such

Schedule B-15

other currency), as the same may be amended, supplemented or modified from time to time and any successor or replacement agreement or arrangement; and if no Credit Facility or Credit Facilities equal or exceed such amounts, then the largest Credit Facility shall be deemed to be a Material Credit Facility.

“Maturity Date” is defined in the first paragraph of each Note.

“MetLife Note Agreement” means that certain Note Purchase and Guarantee Agreement, dated as of June 21, 2018, as amended by that certain First Amendment to Note Purchase and Guarantee Agreement, dated as of October 27, 2021 and that certain MFL Letter Amendment, dated as of the Execution Date, by and among the Company, the Initial Subsidiary Guarantors and the MetLife Purchasers, together with the promissory notes of the Company issued pursuant to the terms thereof and including any renewals, extensions, amendments, supplements, restatements, replacements or refinancing of such Note Purchase and Guarantee Agreement or such notes.

“MetLife Purchasers” means the purchasers from time to time party to the MetLife Note Agreement.

“Minimum Lease Term Requirement” means at any time, that the then average weighted remaining term of all Leases pertaining to Unencumbered Eligible Properties, excluding extension options (which have not yet been exercised such that the Lease term has been extended to reflect such exercise), is at least five (5) years. For purposes of the foregoing, the remaining term of a Lease pertaining to an Unencumbered Eligible Property shall be weighted based on the rent (including base rent and percentage rent) due and payable thereunder relative to the rent (including base rent and percentage rent) of all Leases pertaining to Unencumbered Eligible Properties.

“Minimum Property Condition” means, at any time, the aggregate Unencumbered Asset Value of all Unencumbered Eligible Properties is at least $500,000,000.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“More Favorable Secured Indebtedness Covenant” means the financial covenant contained in the Bank Credit Agreement, the Prudential Note Agreement, the MetLife Note Agreement, the Barings Note Agreement, the AIG Note Agreement, the New York Life Note Agreement and/or any other Unsecured Debt Facility in effect as of the Execution Date, which provides, as of the Execution Date, that the Company will not permit Consolidated Secured Indebtedness at any time to exceed 30% of Total Asset Value.

“Multiemployer Plan” means any Plan that is a “multiemployer plan” (as such term is defined in section 4001(a)(3) of ERISA).

“Multiple Employer Plan” means a Plan which has two or more contributing sponsors (including the Company or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

Schedule B-16

“NAIC” means the National Association of Insurance Commissioners or any successor thereto.

“NAIC Annual Statement” is defined in Section 6.2(a).

“Negative Pledge” means, with respect to a given asset, any provision of a document, instrument or agreement (other than any Bank Loan Document, the Prudential Note Agreement, the MetLife Note Agreement, the Barings Note Agreement, the AIG Note Agreement, the New York Life Note Agreement or any Financing Document) which prohibits or purports to prohibit the creation or assumption of any Lien on such asset as security for Indebtedness of the Person owning such asset or any other Person.

“Net Worth” is defined in Section 15.12.

“New York Life Note Agreement” means that certain Amended and Restated Note Purchase and Guarantee Agreement, dated as of November 21, 2024, as amended by that certain MFL Letter Amendment, dated as of the Execution Date, by and among the Company, the Initial Subsidiary Guarantors and the New York Life Purchasers, together with the promissory notes of the Company issued pursuant to the terms thereof and including any renewals, extensions, amendments, supplements, restatements, replacements or refinancing of such Amended and Restated Note Purchase and Guarantee Agreement or such notes.

“New York Life Purchasers” means the purchasers from time to time party to the New York Life Note Agreement.

“NOI” means, with respect to any Property for any period, property rental and other income derived from the operation of such Property from Qualified Tenants paying rent (including, base rent, percentage rent and any additional rent in the nature of expense reimbursements or contributions made by Qualified Tenants to a member of the Consolidated Group for insurance premiums, real estate taxes, common area expenses or similar items) as determined in accordance with GAAP, minus the amount of all expenses (as determined in accordance with GAAP) incurred in connection with and directly attributable to the ownership and operation of such Property for such period, including, without limitation, Management Fees, Environmental Expenses and amounts accrued for the payment of real estate taxes and insurance premiums, but excluding (a) any general and administrative expenses related to the operation of the Company and its Subsidiaries, (b) any interest expense or other debt service charges, (c) any non-cash charges such as depreciation or amortization of financing costs and (d) for avoidance of doubt, any such items of expense which are payable directly by any Qualified Tenant under the terms of its Lease which may include insurance premiums, real estate taxes and/or common area charges.

“Non-Recourse Indebtedness” means, with respect to a Person, (a) any Indebtedness of such Person in which the holder of such Indebtedness may not look to such Person personally for repayment, other than to the extent of any security therefor or pursuant to Customary Non-Recourse Carve-Outs, (b) if such Person is a Single Asset Entity, any Indebtedness of such Person (other than Indebtedness described in the immediately following clause (c)), or (c) if such Person is a Single Asset Holding Company, any Indebtedness of such Single Asset Holding Company resulting from a Guarantee of, or Lien securing, Indebtedness of a Single Asset Entity that is a

Schedule B-17

Subsidiary of such Single Asset Holding Company, so long as, in each case, either (i) the holder of such Indebtedness may not look to such Single Asset Holding Company personally for repayment, other than to the Equity Interests held by such Single Asset Holding Company in such Single Asset Entity or pursuant to Customary Non-Recourse Carve-Outs or (ii) such Single Asset Holding Company has no assets other than Equity Interests in such Single Asset Entity and cash or Cash Equivalents and other assets of nominal value incidental to the ownership of such Single Asset Entity.

“Notes” is defined in Section 1.4.

“Obligors” means collectively, the Company and the Subsidiary Guarantors.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“OFAC Sanctions Program” means any economic or trade sanction that OFAC is responsible for administering and enforcing. A list of OFAC Sanctions Programs may be found at http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx.

“Off-Balance Sheet Arrangement” means liabilities and obligations of a Person on a non-consolidated basis in respect of “off-balance sheet arrangements” (as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act) including such liabilities and obligations which such Person would be required to disclose in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the its report on Form 10 Q or Form 10 K (or their equivalents) if such Person were required to file the same with the Securities and Exchange Commission (or any Governmental Authority substituted therefor):

“Officer’s Certificate” means a certificate of a Senior Financial Officer or of any other officer of the Company whose responsibilities extend to the subject matter of such certificate.

“Open Prepayment Period” means the period commencing on the date which is ninety (90) days prior to the Maturity Date of the Notes.

“Organizational Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating or limited liability company agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Ownership Share” means, with respect to any Subsidiary of a Person (other than a Wholly-Owned Subsidiary thereof) or any Unconsolidated Affiliate of a Person, such Person’s relative direct and indirect economic interest (calculated as a percentage) in such Subsidiary or Unconsolidated Affiliate determined in accordance with the applicable provisions of the

Schedule B-18

declaration of trust, articles or certificate of incorporation, articles of organization, partnership agreement, limited liability company agreement, joint venture agreement or other applicable Organizational Document of such Subsidiary or Unconsolidated Affiliate. For avoidance of doubt, the Consolidated Group’s Ownership Share of any income or liability of the Company or a Wholly-Owned Subsidiary of the Company, or any asset that is Wholly-Owned by the Company or a Wholly-Owned Subsidiary of the Company, shall be 100%.

“Pari Passu Obligations” means Unsecured Debt (exclusive of the Notes, this Agreement and any Subsidiary Guarantee) of the Company or any Subsidiary Guarantor owing to a Person that is not the Company or an Affiliate thereof.

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any successor entity performing similar functions.

“Pension Plan” means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed to by the Company and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.

“Permitted Businesses” means the business of owning, leasing and managing gasoline stations, convenience store properties and other retail real properties (including, for the avoidance of doubt, quick service or other casual restaurants and auto service and auto parts stores), and any other single-tenant net lease business, and business activities reasonably related to the foregoing (including the creation or acquisition of any interest in any Subsidiary (or entity that following such creation or acquisition would be a Subsidiary) for the purpose of conducting the foregoing activities), in each case that are permitted for real estate investment trusts under the Code.

“Permitted Equity Encumbrances” means Liens for taxes, assessments or governmental charges which are (a) immaterial to the Company and its Subsidiaries, taken as a whole, (b) not overdue for a period of more than thirty (30) days or (c) being contested in good faith and by appropriate actions or proceedings diligently conducted (which actions or proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien), if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP.

“Permitted Investments” means, subject to the limitation set forth in Section 10.6 hereof:

(a) Investments held by the Company or its Subsidiaries in the form of cash or Cash Equivalents;

Schedule B-19

(b) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors or lessees to the extent reasonably necessary in order to prevent or limit loss;

(c) Investments in Swap Contracts otherwise permitted under this Agreement; and/or

(d) any other Investments (including through the creation, purchase or other acquisition of the Equity Interests of any Subsidiary (or other Person that following such creation, purchase or other acquisition would be a Subsidiary)) so long as (i) no Event of Default has occurred and is continuing immediately before or immediately after giving effect to the making of such Investment and (ii) immediately after giving effect to the making of such Investment the Company shall be in compliance, on a pro forma basis, with the provisions of Section 10.1

“Permitted Pari Passu Provisions” means provisions that are contained in documentation evidencing or governing Pari Passu Obligations which provisions are the result of (a) limitations on the ability of the Company or a Subsidiary to make Restricted Payments or transfer property to the Company or any Subsidiary Guarantor which limitations are not, taken as a whole, materially more restrictive than those contained in this Agreement, (b) limitations on the creation of any Lien on any assets of a Person that are not, taken as a whole, materially more restrictive than those contained in this Agreement or any other Financing Document or (c) any requirement that Pari Passu Obligations be secured on an “equal and ratable basis” to the extent that the Notes and this Agreement are secured.

“Permitted Property Encumbrances” means:

(a) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted (which actions or proceedings have the effect of preventing the forfeiture or sale of the property of assets subject to any such Lien), if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP.

(b) easements, rights-of-way, sewers, electric lines, telegraph and telephone lines, restrictions (including zoning restrictions), encroachments, protrusions and other similar encumbrances affecting Property which (i) to the extent existing with respect to an Unencumbered Eligible Property, would not reasonably be expected to result in a material adverse effect with respect to the use, operations or marketability of such Unencumbered Eligible Property or (ii) to the extent existing with respect to a Property that is not an Unencumbered Eligible Property, could not reasonably be expected to have a Material Adverse Effect;

(c) mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than thirty (30) days or are being contested in good faith and by appropriate actions or proceedings diligently

Schedule B-20

conducted (which actions or proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien), if adequate reserves with respect thereto are maintained on the books of the applicable Person;

(d) any interest or right of a lessee of a Property under leases entered into in the ordinary course of business of the applicable lessor; and

(e) rights of lessors under Eligible Ground Leases.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, governmental authority or other entity.

“Plan” means an “employee benefit plan” (as defined in section 3(3) of ERISA) subject to Title I of ERISA that is or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years, have been made or required to be made, by the Company or any ERISA Affiliate or with respect to which the Company or any ERISA Affiliate may have any liability.

“Private Rating Letter” means a letter issued by an Acceptable Rating Agency in connection with any Debt Rating for the Notes, which (a) sets forth the Debt Rating for the Notes, (b) refers to the Private Placement Number issued by PPN CUSIP Unit of CUSIP Global Services (in cooperation with the SVO) in respect of the Notes, (c) addresses the likelihood of payment of both principal and interest on the Notes (which requirement shall be deemed satisfied if either (x) such letter includes confirmation that the rating reflects the Acceptable Rating Agency’s assessment of the Company’s ability to make timely payment of principal and interest on the Notes or a similar statement or (y) such letter is silent as to the Acceptable Rating Agency’s assessment of the likelihood of payment of both principal and interest and does not include any indication to the contrary), (d) includes such other information describing the relevant terms of the Notes as may be required from time to time by the SVO or any other regulatory authority having jurisdiction over any holder of any Notes, and (e) shall not be subject to confidentiality provisions which would prevent it from being shared with the SVO or any other regulatory authority having jurisdiction over any holder of any Notes.

“Private Rating Rationale Report” means, with respect to any Debt Rating that is not a public rating, a report issued by the applicable Acceptable Rating Agency in connection with such Debt Rating setting forth an analytical review of the Notes explaining the transaction structure, methodology relied upon, and, as appropriate, analysis of the credit, legal, and operational risks and mitigants supporting the assigned Debt Rating, in each case, on the letterhead of such Acceptable Rating Agency or its controlled website and generally consistent with the work product that such Acceptable Rating Agency would produce for a similar publicly rated security and otherwise in form and substance generally required by the SVO or any other Governmental Authority having jurisdiction over any holder of any Notes from time to time. Such report shall not be subject to confidentiality provisions or other restrictions which would prevent or limit the report from being shared with the SVO or any other Governmental Authority having jurisdiction over any holder of any Notes.

Schedule B-21

“Property” means the properties owned by the Company and/or any of its Subsidiaries, or in which the Company or any of its Subsidiaries has a leasehold interest.

“property” or “properties” means, unless otherwise specifically limited, real or personal property of any kind, tangible or intangible, choate or inchoate.

“Prudential Note Agreement” means that certain Seventh Amended and Restated Note Purchase and Guarantee Agreement, dated as of November 21, 2024, as amended by that certain MFL Letter Amendment, dated as of the Execution Date, by and among the Company, the Initial Subsidiary Guarantors and the Prudential Purchasers, together with the promissory notes of the Company issued pursuant to the terms thereof and including any renewals, extensions, amendments, supplements, restatements, replacements or refinancing of such Seventh Amended and Restated Note Purchase and Guarantee Agreement or such notes.

“Prudential Purchasers” means the purchasers from time to time party to the Prudential Note Agreement.

“PTE” is defined in Section 6.2(a).

“Purchaser” or “Purchasers” means each of the purchasers of the Notes that has executed and delivered this Agreement to the Company and such Purchaser’s successors and assigns (so long as any such assignment complies with Section 13.2), provided, however, that any Purchaser of a Note that ceases to be the registered holder or a beneficial owner (through a nominee) of such Note as the result of a transfer thereof pursuant to Section 13.2 shall cease to be included within the meaning of “Purchaser” of such Note for the purposes of this Agreement upon such transfer.

“QPAM Exemption” is defined in Section 6.2(d).

“Qualified Institutional Buyer” means any Person who is a “qualified institutional buyer” within the meaning of such term as set forth in Rule 144A(a)(1) under the Securities Act.

“Qualified Tenant” means, at any time, a Tenant under a Lease of Property that meets the following criteria: (a) either such Tenant is itself in occupancy of such Property or, if such Property is occupied by subtenants of such Tenant, no member of the Consolidated Group has reason to believe that the failure of such subtenants to occupy such Property would reasonably be expected to result in such Tenant defaulting its monetary obligations under the Lease of such Property to which it is a party as lessee, (b) such Tenant is not subject to any proceedings under Debtor Relief Laws, (c) such Tenant is not more than one month in arrears on its rent payments due under the Lease of such Property to which it is a party as lessee, and (d) if such Tenant has one or more sub-tenants, neither the Company nor any of its Subsidiaries has actual knowledge, without inquiry or investigation, of any monetary defaults by such sub-tenant(s) under its sublease with such Tenant that would reasonably be expected to result in such Tenant defaulting its monetary obligations under the Lease of such Property to which it is a party as lessee.

“Rating Agency” means S&P, Fitch or Moody’s.

Schedule B-22

“Real Property” as to any Person means all of the right, title, and interest of such Person in and to land, improvements, and fixtures.

“Recourse Indebtedness” means Indebtedness, other than Indebtedness under the Financing Documents, that is not Non-Recourse Indebtedness; provided that personal recourse for Customary Non-Recourse Carve-Outs shall not, by itself, cause such Indebtedness to be characterized as Recourse Indebtedness.

“Related Fund” means, with respect to any holder of any Note, any fund or entity that (i) invests in Securities or bank loans, and (ii) is advised or managed by such holder, the same investment advisor as such holder or by an affiliate of such holder or such investment advisor.

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“Release” means any release, spill, emission, discharge, deposit, disposal, leaking, pumping, pouring, dumping, emptying, injection or leaching into the environment, or into, from or through any building, structure or facility.

“Relevant Payment” is defined in Section 15.12.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.

“Required Holders” means (a) at any time during the period beginning on the Execution Date to and including the Closing Date, all Purchasers of the Notes to be purchased at the Closing and (b) at all times after the Closing Date, the holders of greater than 50.00% in principal amount of the Notes at the time outstanding (exclusive of Notes then owned by the Company or any of its Affiliates).

“Responsible Officer” means any Senior Financial Officer and any other officer of the Company with responsibility for the administration of the relevant portion of this Agreement.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of any Person or any Subsidiary thereof, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to such Person’s stockholders, partners or members (or the equivalent Person thereof).

“S&P” means S&P Global Ratings, a division of S&P Global, and any successor to its rating agency business.

“SEC” means the Securities and Exchange Commission of the United States or any successor thereto.

Schedule B-23

“Secured Indebtedness” means Indebtedness of any Person that is secured by a Lien on any asset (including without limitation any Equity Interest) owned or leased by the Company, any Subsidiary thereof or any Unconsolidated Affiliate, as applicable; provided that a negative pledge shall not, in and of itself, cause any Indebtedness to be considered to be Secured Indebtedness.

“Securities” or “Security” shall have the meaning specified in section 2(1) of the Securities Act.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“Senior Financial Officer” means the chief executive officer, president, chief financial officer, principal accounting officer, treasurer or comptroller of the Company.

“Shareholders’ Equity” means, as of any date of determination, consolidated shareholders’ equity of the Consolidated Group as of that date determined in accordance with GAAP

“Significant Subsidiary” means, on any date of determination, each Subsidiary or group of Subsidiaries of the Company (a) whose total assets as of the last day of the then most recently ended fiscal quarter were equal to or greater than 10% of the Total Asset Value at such time, or (b) whose gross revenues were equal to or greater than 10% or more of the consolidated revenues of the Company and its Subsidiaries for the then most recently ended period of four fiscal quarters (it being understood that all such calculations shall be determined in the aggregate for all Subsidiaries of the Company subject to any of the events specified in clause (g), (h) or (i) of Section 11).

“Single Asset Entity” means a Person (other than an individual) that (a) only owns or leases a Property and/or cash or Cash Equivalents and other assets of nominal value incidental to such Person’s ownership of such Property; (b) is engaged only in the business of owning, developing and/or leasing such Property; and (c) receives substantially all of its gross revenues from such Property. In addition, if the assets of a Person consist solely of (i) Equity Interests in one or more other Single Asset Entities and (ii) cash or Cash Equivalents and other assets of nominal value incidental to such Person’s ownership of the other Single Asset Entities, such Person shall also be deemed to be a Single Asset Entity for purposes of this Agreement (such an entity, a “Single Asset Holding Company”).

“Single Asset Holding Company” has the meaning given that term in the definition of Single Asset Entity.

“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s

Schedule B-24

property would constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. For purposes of this definition, the amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Source” is defined in Section 6.2.

“State Sanctions List” means a list that is adopted by any state Governmental Authority within the United States of America pertaining to Persons that engage in investment or other commercial activities in Iran or any other country that is a target of economic sanctions imposed under U.S. Economic Sanctions Laws.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Company.

“Subsidiary Guarantor” means, collectively, (a) each Initial Subsidiary Guarantor, (b) each Subsidiary that is, or is required to become, a “Guarantor” under and pursuant to the terms of any Bank Loan Document, the Prudential Note Agreement, the MetLife Note Agreement, the Barings Note Agreement, the AIG Note Agreement, the New York Life Note Agreement any Additional Note Agreement or any other document, instrument or agreement evidencing or governing any other Unsecured Debt and (c) each Subsidiary that from time to time becomes party hereto as a Subsidiary Guarantor pursuant to Section 9.13 hereof, and in each case under clauses (a), (b) and (c) together with their successors and permitted assigns.

“Substitute Purchaser” is defined in Section 22.

“SVO” means the Securities Valuation Office of the NAIC or any successor to such Office.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such

Schedule B-25

master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Purchaser or any Affiliate of a Purchaser).

“Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Tenant” means any tenant, lessee, licensee or occupant under a Lease, including a subtenant or a subleasee.

“Threshold Amount” means (a) with respect to Recourse Indebtedness of any Person, $30,000,000, (b) with respect to Non-Recourse Indebtedness of any Person, $75,000,000 and (c) with respect to the Swap Termination Value owed by any Person, $30,000,000.

“Total Asset Value” means, on any date of determination, the sum (without duplication) of (a) the Consolidated Group’s Ownership Share of NOI for the period of four full fiscal quarters ended on or most recently ended prior to such date (excluding the Consolidated Group’s Ownership Share of NOI for any Property not owned or leased for the entirety of such four fiscal quarter period), and divided by the Cap Rate, (b) the aggregate cash acquisition price paid to a Person that is not an Affiliate of the Company for Properties (other than unimproved land, or properties that are under construction or otherwise under development and not yet substantially complete) that has not been owned or ground leased pursuant to an Eligible Ground Lease, as of the last day of the fiscal quarter ended on or most recently ended prior to such date for a period of less than four full fiscal quarters as of such date, plus the amount of capital expenditures actually spent by the Company or a consolidated Subsidiary thereof in connection with such Properties, (c) Cash and Cash Equivalents, (d) investments in marketable securities, valued at the lower of GAAP book value or “market” as of the end of the fiscal quarter ended on or most recently ended prior to such date, (e) the aggregate GAAP book value of all unimproved land and properties that are under construction or otherwise under development and not yet substantially complete owned or leased as of the last day of the fiscal quarter ended on or most recently ended prior to such date and (f) the aggregate GAAP book value of mortgage notes receivable as of the last day of the fiscal quarter ended on or most recently ended prior to such date. The Consolidated Group’s Ownership Share

Schedule B-26

of assets held by Unconsolidated Affiliates (excluding assets of the type described in clauses (c) and (d) above) will be included in the calculation of Total Asset Value on a basis consistent with the above described treatment for Wholly-Owned assets; provided, that notwithstanding the foregoing, for purposes of calculating Total Asset Value at any time, Investments in excess of the following limitations on specific classes of Investments shall be excluded from such calculations, but, for avoidance of doubt, shall not be a Default or Event of Default:

(i) purchase money mortgages or other financing provided to Persons in connection with the sale of a Property, in an aggregate amount in excess of ten percent (10%) of Total Asset Value;

(ii) purchasing, originating and owning loans (excluding loans described in clause (i) above) secured by mortgages or deeds of trust on one or more Real Properties that are described in the definition of Permitted Businesses, in an aggregate amount in excess of fifteen percent (15%) of Total Asset Value;

(iii) Investments in unimproved land in an aggregate amount in excess of ten percent (10%) of Total Asset Value;

(iv) Investments in marketable securities traded on the New York Stock Exchange (NYSE), the American Stock Exchange (AMEX) or NASDAQ (National Market System Issues only) in an aggregate amount in excess of five percent (5%) of the Total Asset Value;

(v) Investments in Unconsolidated Affiliates (excluding investments described in clause (iv) above) in an aggregate amount in excess of five percent (5%) of Total Asset Value;

(vi) Investments in Real Property under development (i.e., a property which is being developed for which a certificate of occupancy (or other equivalent thereof issued under applicable local law) has not been issued) in an aggregate amount in excess of ten percent (10%) of the Total Asset Value;

(vii) Investments in multi-tenant retail businesses in an aggregate amount in excess of ten percent (10%) of the Total Asset Value; and

(viii) Investments of the types set forth in clauses (i) through (vii) above in an aggregate amount in excess of thirty percent (30%) of the Total Asset Value.

Determinations of whether an Investment causes one of the above limitations to be exceeded will be made after giving effect to the subject Investment, and the value of any Investment will be determined in the manner set forth in clauses (a) through (f) of this definition.

Schedule B-27

“Transactions” means the execution, delivery and performance by the Company of this Agreement, the issuance of the Notes hereunder and the guaranties by the Subsidiary Guarantors of the Indebtedness owing to the Purchasers hereunder.

“Transferee” means any Person who becomes a holder of any Notes after the Closing Date in accordance with the terms of this Agreement.

“Unconditional Guarantee” is defined in Section 15.1.

“Unconsolidated Affiliate” means, at any date, any Person (x) in which any member of the Consolidated Group, directly or indirectly, holds an Equity Interest, which investment is accounted for in the consolidated financial statements of the Company on an equity basis of accounting and (y) whose financial results are not consolidated with the financial results of the Company under GAAP.

“Unencumbered Asset Value” means, as of any date of determination, the sum of

(a) (i) the aggregate Unencumbered NOI from Unencumbered Eligible Properties owned, or ground leased pursuant to an Eligible Ground Lease, for the period of four full fiscal quarters ended on or most recently ended prior to such date, divided by (ii) the Cap Rate;

(b) the sum of (i) the aggregate cash acquisition price paid to a Person that is not an Affiliate of the Company for all Unencumbered Eligible Properties that were owned, or ground leased pursuant to an Eligible Ground Lease, as of the last day of the fiscal quarter ended on or most recently ended prior to such date for a period less than four full fiscal quarters plus (ii) an amount equal to the lesser of (A) the amount of capital expenditures actually spent by the Company or a consolidated Subsidiary thereof in connection with such Unencumbered Eligible Properties and (B) ten percent (10%) of the aggregate cash acquisition price paid for such Unencumbered Eligible Properties as referred to in the clause (b)(i) above; and

(c) [Intentionally omitted];

provided, however that (x) not more than fifteen percent (15%) of the Unencumbered Asset Value at any time may be in respect of Unencumbered Eligible Properties that are subject to Eligible Ground Leases (rather than Wholly-Owned in fee simple), with any excess over the foregoing limit being excluded from Unencumbered Asset Value and (y) not more than fifteen percent (15%) of the Unencumbered Asset Value at any time may be in respect of Unencumbered Eligible Properties that are not an operating gasoline station, a convenience store or another Permitted Business operating adjacent to or in connection with an operating gasoline station or convenience store owned or ground leased by the Consolidated Group.

“Unencumbered Eligible Property” has the meaning specified in the definition of “Unencumbered Property Criteria”.

Schedule B-28

“Unencumbered Interest Coverage Ratio” means, as of the last day of any fiscal quarter of the Company, the ratio of (a) Unencumbered NOI for all Unencumbered Eligible Properties for such fiscal quarter to (b) Unsecured Interest Expense for such fiscal quarter.

“Unencumbered NOI” means, as for any period, the aggregate NOI that is attributable to all Unencumbered Eligible Properties owned, or ground leased pursuant to an Eligible Ground Lease, during such period; provided, that not more than 30% of the aggregate Unencumbered NOI for all Unencumbered Eligible Properties at any time may come from any single Tenant (together with its Affiliates), with any excess over the foregoing limit being excluded from such aggregate Unencumbered NOI.

“Unencumbered Property Criteria” in order for any Property to be included as an Unencumbered Eligible Property it must be designated as such by the Company and meet and continue to satisfy each of the following criteria (each such property that is so designated and meets such criteria being referred to as an “Unencumbered Eligible Property”):

(a) the Property is operated as a Permitted Business;

(b) the Property is Wholly-Owned in fee simple directly by, or is ground leased pursuant to an Eligible Ground Lease directly to, the Company or a Subsidiary Guarantor;

(c) each Unencumbered Property Subsidiary with respect to the Property must be a Wholly-Owned Subsidiary of the Company and be a Subsidiary Guarantor;

(d) each Unencumbered Property Subsidiary with respect to the Property must be organized in a state within the United States of America or in the District of Columbia, and the Property itself must be located in a state within the United States of America or in the District of Columbia;

(e) the Equity Interests of each Unencumbered Property Subsidiary with respect to such Property are not subject to any Liens (including, without limitation, any restriction contained in the Organizational Documents of any such Subsidiary that limits the ability to create a Lien thereon as security for indebtedness, but excluding any negative pledge under the Financing Documents or which is a Permitted Pari Passu Provision or is a negative pledge which is contemplated pursuant to clause (B) of Section 10.11) other than Permitted Equity Encumbrances;

(f) the Property is not subject to any ground lease (other than an Eligible Ground Lease), Lien or any restriction (other than any negative pledge under the Financing Documents or which is a Permitted Pari Passu Provision or is a negative pledge which is contemplated pursuant to clause (B) of Section 10.11) on the ability of the Company and each Unencumbered Property Subsidiary with respect to such Property to transfer or encumber such property or income therefrom or proceeds thereof (other than Permitted Property Encumbrances);

(g) the Property does not have any title, survey, environmental, structural, architectural or other defects that would interfere with the use of such Property for its intended purpose in any material respect and shall not be subject to any condemnation or similar proceeding;

Schedule B-29

(h) no Unencumbered Property Subsidiary with respect to such Property shall be subject to any proceedings under any Debtor Relief Law;

(i) no Unencumbered Property Subsidiary with respect to such Property shall incur or otherwise be liable for any Indebtedness (other than (x) Indebtedness under the Financing Documents, (y) Unsecured Debt (whether as a borrower, guarantor or other obligor) and (z) in the case of an Unencumbered Property Subsidiary that indirectly owns all or any portion of an Unencumbered Eligible Property (an “Indirect Owner”), unsecured guaranties of Non-Recourse Indebtedness of a Subsidiary thereof for which recourse to such Indirect Owner is contractually limited to liability for Customary Non-Recourse Carve-Outs); and

(j) the business(es) operated at such Property would not, in the reasonable judgment of the holder of any Note, reasonably be expected to cause such holder to violate any applicable law or regulation.

“Unencumbered Property Subsidiary” means each Subsidiary of the Company that owns, or ground leases, directly or indirectly, all or a portion of any Unencumbered Eligible Property.

“United States” and “U.S.” mean the United States of America.

“Unrestricted Cash and Cash Equivalents” means on any date, the sum of: (a) the aggregate amount of unrestricted cash then held by the Company or any of its Subsidiaries (as set forth on the Company’s balance sheet for the then most recently ended fiscal quarter), plus (b) the aggregate amount of unrestricted Cash Equivalents (valued at fair market value) then held by the Company or any of its Subsidiaries. As used in this definition, “Unrestricted” means, with respect to any asset, the circumstance that such asset is not subject to any Liens or claims of any kind in favor of any Person.

“Unsecured Debt” means Indebtedness of any Person that is not Secured Indebtedness.

“Unsecured Debt Facility” means Unsecured Debt of any Person that is of a type described in clause (a), (b) or (c) of the definition of “Indebtedness” or is a Guarantee of any such Unsecured Debt. For the avoidance of doubt, with respect to any Unsecured Debt Facility of the type described in clause (c) of the definition of “Indebtedness”, Unsecured Debt Facility shall not include any underlying Secured Indebtedness that is the subject of such Swap Contract or any documentation with respect to any such underlying Secured Indebtedness that is the subject of such Swap Contract.

“Unsecured Interest Expense” means, for any period, the portion of Consolidated Interest Expense for such period attributable to Unsecured Debt equal to the actual interest expense incurred in respect thereof during such period.

“USA PATRIOT Act” means United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

Schedule B-30

“U.S. Economic Sanctions Laws” means those laws, executive orders, enabling legislation or regulations administered and enforced by the United States pursuant to which economic sanctions have been imposed on any Person, entity, organization, country or regime, including the Trading with the Enemy Act, the International Emergency Economic Powers Act, the Iran Sanctions Act, the Sudan Accountability and Divestment Act and any other OFAC Sanctions Program.

“Wholly-Owned” means with respect to the ownership by any Person of any Property, that one hundred percent (100%) of the title to such Property is held in fee directly or indirectly by, or one hundred percent (100%) of such Property is ground leased pursuant to an Eligible Ground Lease directly or indirectly by, such Person.

“Wholly-Owned Subsidiary” means, with respect to any Person on any date, any corporation, partnership, limited liability company or other entity of which one hundred percent (100%) of the Equity Interests and one hundred percent (100%) of the ordinary voting power are, as of such date, owned and Controlled, directly or indirectly, by such Person.

The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise,

(a) any definition of or reference to any agreement, instrument or other document herein (including any Organizational Documents), shall be construed as referring to such agreement, instrument or other document, as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein),

(b) any reference herein to any Person shall be construed to include such Person’s successors and assigns,

(c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, and

(d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement.

Schedule B-31

SCHEDULE C

Eligible Ground Leases (Legacy)

[***]

Schedule C

Schedule 1

[Form of Series U Note]

GETTY REALTY CORP.

5.76% Series U Guaranteed Senior Note Due January 22, 2036

No. RU-[_____] [DATE]

$[_______] PPN: 37429* AC9

For Value Received, the undersigned, Getty Realty Corp. (herein called the “Company”), a corporation organized and existing under the laws of the State of Maryland, hereby promises to pay to [____________], or registered assigns, the principal sum of [_____________________] Dollars (or so much thereof as shall not have been prepaid) on January 22, 2036 (the “Maturity Date”), with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of 5.76% per annum from the date hereof, payable semiannually, on the 22nd day of January and July in each year, commencing with January 22 or July 22 next succeeding the date hereof, and on the Maturity Date, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, (x) on any overdue payment of interest and (y) during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Make-Whole Amount, at a rate per annum from time to time equal to the Default Rate, payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand).

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the principal office of JPMorgan Chase Bank, N.A. in New York, New York or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Agreement referred to below.

This Note is one of a series of Guaranteed Senior Notes (herein called the “Notes”) issued pursuant to the Note Purchase and Guarantee Agreement, dated as of November 19, 2025 (as amended, restated, supplemented or otherwise modified from time to time, the “Note Agreement”), among the Company, the Initial Subsidiary Guarantors and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 21 of the Note Agreement and (ii) made the representation set forth in Section 6.2 of the Note Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Agreement.

This Note is a registered Note and, as provided in the Note Agreement, upon surrender of this Note for registration of transfer accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this

Schedule 1

Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

The obligations of the Company under this Note have been guaranteed by the Subsidiary Guarantors pursuant to the Note Agreement.

This Note is subject to prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Agreement, but not otherwise.

If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Agreement.

This Note shall be construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

GETTY REALTY CORP.
By:
Name:
Title:

Schedule 1

Schedule 5.4

SUBSIDIARIES OF THE COMPANY AND OWNERSHIP OF SUBSIDIARY STOCK

[***]

Schedule 5.4

SCHEDULE 5.5

FINANCIAL STATEMENTS

[***]

Schedule 5.5

SCHEDULE 5.15

EXISTING INDEBTEDNESS

[***]

Schedule 5.15

SCHEDULE 5.23

CONDITION OF PROPERTIES

[***]

Schedule 5.23

EXHIBIT A

[FORM OF JOINDER AGREEMENT]

[NAME OF SUBSIDIARY GUARANTOR]

To each Noteholder (as defined below):

Date: [Month] [Day], 20[__]

Reference is made to that certain Note Purchase and Guarantee Agreement, dated as of November 19, 2025 (as amended, restated or otherwise modified from time to time, the “Note Purchase Agreement”) among Getty Realty Corp., a Maryland corporation (the “Company”), each of its Subsidiaries from time to time party thereto as a Subsidiary Guarantor (collectively, the “Subsidiary Guarantors”) and the holders of Notes issued thereunder and each of their respective successors and assigns, including, without limitation, future holders of the Notes (as defined below) (collectively, the “Noteholders”), pursuant to which the Company, among other things, issued its 5.76% Series U Guaranteed Senior Notes due January 22, 2036 (as the same may be amended, restated or otherwise modified from time to time, the “Notes”) in the aggregate principal amount of $250,000,000.

Capitalized terms used herein and not otherwise defined herein have the meanings specified in the Note Purchase Agreement.

• JOINDER OF GUARANTOR.

In accordance with the terms of Section 9.13 of the Note Purchase Agreement, [Insert Name of Subsidiary Guarantor], a [__________] [corporation/limited liability company] (the “Subsidiary Guarantor”), by the execution and delivery of this Joinder Agreement, does hereby agree to become, and does hereby become, a party to the Note Purchase Agreement and bound by the terms and conditions of the Note Purchase Agreement as a Subsidiary Guarantor, including, without limitation, becoming jointly and severally liable with the other Subsidiary Guarantors for the Guaranteed Obligations in accordance with Section 15 of the Note Purchase Agreement and for the due and punctual performance and observance of all the covenants in the Note Purchase Agreement to be performed or observed by the Obligors, all as more particularly provided for in Sections 9 and 10 of the Note Purchase Agreement. The Note Purchase Agreement is hereby, without any further action, amended to add the Subsidiary Guarantor as a “Subsidiary Guarantor”, “Obligor” and signatory to the Note Purchase Agreement. Upon the execution hereof, this Joinder Agreement shall constitute a “Financing Document” for purposes of the Note Purchase Agreement.

• REPRESENTATIONS AND WARRANTIES OF THE ADDITIONAL SUBSIDIARY GUARANTOR.

The Subsidiary Guarantor hereby makes, as of the date hereof and only as to itself in its capacity as a Subsidiary Guarantor and/or as a Subsidiary, each of the representations and warranties set forth in Section 5 of the Note Purchase Agreement that is directly applicable to a Subsidiary Guarantor or a Subsidiary (except to the extent such representations and warranties

Exhibit A-1

expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date).

• DELIVERIES BY SUBSIDIARY GUARANTOR.

The Subsidiary Guarantor hereby delivers to each of the Noteholders, contemporaneously with the delivery of this Joinder Agreement, each of the documents and certificates set forth in Section 9.13 of the Note Purchase Agreement.

• ADDRESS FOR NOTICES.

All notices, requests, demands and communications to or upon the Subsidiary Guarantor shall be governed by the terms of Section 19 of the Note Purchase Agreement and shall be addressed to the Subsidiary Guarantor at c/o Getty Realty Corp., 292 Madison Avenue, New York, New York 10017, Attention of Chief Financial Officer (email address: [***]), or at such other address as the Subsidiary Guarantor shall have specified to the Noteholders in writing.

• MISCELLANEOUS.

5.1 Effective Date.

This Joinder Agreement shall become effective on the date on which this Joinder Agreement and each of the documents and certificates set forth in Section 9.13 of the Note Purchase Agreement are sent to the Noteholders at the addresses and by a means stipulated in Section 19 of the Note Purchase Agreement.

5.2 Expenses.

The Subsidiary Guarantor agrees that it will pay the reasonable fees and the disbursements of special counsel to the Noteholders incurred in connection with the execution and delivery of this Joinder Agreement in accordance with Section 16 of the Note Purchase Agreement.

5.3 Section Headings, etc.

The titles of the Sections appear as a matter of convenience only, do not constitute a part hereof and shall not affect the construction hereof. The words “herein,” “hereof,” “hereunder” and “hereto” refer to this Joinder Agreement as a whole and not to any particular Section or other subdivision.

5.4 Governing Law.

THIS JOINDER AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

Exhibit A-2

5.5 Successors and Assigns.

This Joinder Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Subsidiary Guarantor.

5.6 Facsimile Signature.

Delivery of an executed signature page of this Joinder Agreement by facsimile transmission or electronic transmission, including by PDF file, shall be as effective as delivery of a manually executed signature page hereof.

[Remainder of page intentionally left blank; next page is signature page]

Exhibit A-3

IN WITNESS WHEREOF, the Subsidiary Guarantor has caused this Joinder Agreement to be executed on its behalf by a duly authorized officer or agent thereof as of the date first above written.

Very truly yours,
[NAME OF SUBSIDIARY GUARANTOR]
By
Name:
Title:

Exhibit A-4

EX-10.20

Exhibit 10.20

November 19, 2025

To: Each of the Existing Purchasers (as defined below)

Re: Getty Realty – MFL Letter Amendment

Ladies and Gentlemen:

Reference is hereby made to the following:

(i) that certain Note Purchase and Guarantee Agreement, dated as of June 21, 2018 (as amended by that certain First Amendment to Note Purchase and Guarantee Agreement, dated as of October 27, 2021 and as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “MetLife Note Agreement”), by and among Getty Realty Corp., a Maryland corporation (the “Company”), each of the Company’s subsidiaries party thereto as guarantors from time to time (the “Subsidiary Guarantors” and, together with the Company, collectively, the “Obligors”) and each of the purchasers party thereto (the “MetLife Purchasers”),

(ii) that certain Second Amended and Restated Note Purchase and Guarantee Agreement, dated as of February 22, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “AIG Note Agreement”), by and among the Obligors and each of the purchasers party thereto (the “AIG Purchasers”),

(iii) that certain Second Amended and Restated Note Purchase and Guarantee Agreement, dated as of February 22, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Barings Note Agreement”), by and among the Obligors and each of the purchasers party thereto (the “Barings Purchasers”),

(iv) that certain Amended and Restated Note Purchase and Guarantee Agreement, dated as of November 21, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “New York Life Note Agreement”), by and among the Obligors and each of the purchasers party thereto (the “New York Life Purchasers”) and

(v) that certain Seventh Amended and Restated Note Purchase and Guarantee Agreement, dated as of November 21, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Prudential Note Agreement” and, together with the MetLife Note Agreement, the AIG Note Agreement, the Barings Note Agreement and the New York Life Note Agreement, collectively, the “Existing Note Agreements”), by and among the Obligors and each of the purchasers party thereto (the “Prudential Purchasers” and, together with the MetLife Purchasers, the AIG Purchasers, the Barings Purchasers and the New York Life Purchasers, the “Existing Purchasers”). Capitalized terms used and not defined herein shall have the respective meanings given to them in the Existing Note Agreements.

On the date hereof, the Company and each of the initial Subsidiary Guarantors party thereto are entering into a new Note Purchase and Guarantee Agreement (the “New Note Agreement”) pursuant to which the Company will issue certain additional senior unsecured promissory notes to

the purchasers party thereto upon the terms and subject to the conditions set forth in the New Note Agreement.

Similar to Section 10.1(c) of each of the Existing Note Agreements, Section 10.1(c) of the New Note Agreement contains a Maximum Consolidated Leverage Ratio financial covenant which provides, in part, that the Consolidated Total Indebtedness at any time may exceed 60% of Total Asset Value during, or as of the end of, any fiscal quarter in which a Material Acquisition shall have occurred and for the two consecutive fiscal quarters immediately thereafter (an “Acquisition Spike Period”). However, unlike in the Existing Note Agreements, the New Note Agreement additionally provides that no more than two Acquisition Spike Periods shall be permitted during the term of the New Note Agreement (the “Total Acquisition Spike Limitation”). This Total Acquisition Spike Limitation is more restrictive or burdensome against the Company than the corresponding Maximum Consolidated Leverage Ratio covenant contained in Section 10.1(c) of each of the Existing Note Agreements and, as such, constitutes a “Debt Facility Amendment” for purposes of Section 10.14(b) of each of the Existing Note Agreements. Accordingly, in accordance with Section 10.14(b) of each of the Existing Note Agreements, the Obligors and the Existing Purchasers have agreed to amend the Maximum Consolidated Leverage Ratio covenant set forth in Section 10.1(c) of each of the Existing Note Agreements to incorporate the Total Acquisition Spike Limitation set forth in the New Note Agreement.

In consideration of the foregoing and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Obligors and the Existing Purchasers under each Existing Note Agreement to which they are parties hereby agree as follows:

• Section 10.1(c) of each Existing Note Agreement is hereby amended and restated in its entirety to read as follows:

“(c) Maximum Consolidated Leverage Ratio. Permit Consolidated Total Indebtedness at any time to exceed 60% of Total Asset Value; provided, that such maximum ratio may exceed 60% during, or as of the end of, any fiscal quarter in which a Material Acquisition occurs and the two consecutive fiscal quarters immediately thereafter (an “Acquisition Spike Period”), but (x) in no event shall such ratio exceed 65% at any time during such Acquisition Spike Period, (y) in no event shall such ratio exceed 60% for more than three consecutive fiscal quarters in any consecutive four fiscal quarter period and (z) no more than two Acquisition Spike Periods shall be permitted during the term of this Agreement.”

• Schedule B to each Existing Note Agreement is amended such that the following definition shall be added thereto in the appropriate alphabetical order:

““Acquisition Spike Period” has the meaning set forth in Section 10.1(c).”

The amendments described in clauses 1 and 2 above are collectively referred to herein as the “MFL Amendments.”

This letter agreement shall be construed in connection with and as part of the Existing Note Agreements and, except as expressly modified by the MFL Amendments, all of the terms, covenants and conditions contained in the Existing Note Agreements shall remain unchanged and

shall continue to be, and shall remain, in full force and effect in accordance with their respective terms. The MFL Amendments contained in this letter agreement shall be limited precisely as provided for herein, and shall not be deemed to be an amendment to, a waiver of, or a consent to any other term or provision of the Existing Note Agreements or of any transaction or future action on the part of any of the Obligors or any other Person which would require the consent of any of the Existing Purchasers under the respective Existing Note Agreements to which they are parties.

Any and all notices, requests, certificates and other instruments executed and delivered after the execution of this letter agreement may refer to the Existing Note Agreements without making specific reference to this letter agreement but nevertheless all such references shall be deemed to include this letter agreement unless the context otherwise requires.

This letter agreement shall be governed by and construed in accordance with the internal laws (but not the law of conflicts) of the State of New York, and this letter agreement may not be amended except by a writing signed by the parties hereto.

This letter agreement binds and inures to the benefit of the respective successors and assigns of the Obligors and the Existing Purchasers (including, without limitation, any subsequent holders of a Note). The MFL Amendments hereby incorporated into each Existing Note Agreement shall not be further amended, waived or modified without the written consent of the Company and the Required Holders (as defined in the applicable Existing Note Agreement) under such Existing Note Agreement, as applicable.

This letter agreement may be executed by one or more of the parties to the letter agreement on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of this letter agreement by electronic transmission shall be equally effective as delivery of a manually executed counterpart hereof.

[signature page follows]

Exhibit 10.20

Very truly yours,
GETTY REALTY CORP.
By:	/s/ Brian Dickman
---	---
Name:	Brian Dickman
---	---
Title:	Executive Vice President, Chief Financial Officer & Treasurer
GETTY PROPERTIES CORP.
---
GETTY TM CORP.
AOC TRANSPORT, INC.
GETTYMART INC.
REEMIT’S PETROLEUM, INC.
SLATTERY GROUP INC.
GETTY HI INDEMNITY, INC.
GETTY LEASING, INC.
GTY MD LEASING, INC.
GTY NY LEASING, INC.
GTY MA/NH LEASING, INC.
GTY-CPG (VA/DC) LEASING, INC.
GTY-CPG (QNS/BX) LEASING, INC.
By:	/s/ Brian Dickman
---	---
Name:	Brian Dickman
---	---
Title:	Executive Vice President, Chief Financial Officer & Treasurer
POWER TEST REALTY COMPANY<br><br>LIMITED PARTNERSHIP
---
By:	GETTY PROPERTIES CORP., its General Partner
---	---
By:	/s/ Brian Dickman
---	---
Name:	Brian Dickman
---	---
Title:	Executive Vice President, Chief Financial Officer & Treasurer

[Signature Page to MFL Letter Agreement – Getty Realty]

GTY-PACIFIC LEASING, LLC

GTY-EPP LEASING, LLC

GTY-SC LEASING, LLC

GTY-GPM/EZ LEASING, LLC

GTY AUTO SERVICE, LLC

GTY QSR, LLC

By:	GETTY PROPERTIES CORP., its sole member
By:	/s/ Brian Dickman
Name:		Brian Dickman
Title:		Executive Vice President, Chief
		Financial Officer & Treasurer

Signature Page to MFL Letter Agreement – Getty Realty

METLIFE PURCHASERS:
METROPOLITAN LIFE INSURANCE COMPANY
---	---	---
by MetLife Investment Advisors, LLC, Its Investment Manager
METLIFE REINSURANCE COMPANY OF CHARLESTON
by Metropolitan Life Insurance Company, Its Investment Manager
METROPOLITAN TOWER LIFE INSURANCE COMPANY
by MetLife Investment Advisors, LLC, Its Investment Manager
By:	/s/ William Gardner
Name:		William Gardner
Title:		Authorized Signatory
BRIGHTHOUSE LIFE INSURANCE COMPANY
by MetLife Investment Advisors, LLC, Its Investment Manager
BRIGHTHOUSE LIFE INSURANCE COMPANY OF NY
by MetLife Investment Advisors, LLC, Its Investment Manager
By:	/s/ William Gardner
Name:		William Gardner
Title:		Authorized Signatory

Signature Page to MFL Letter Agreement – Getty Realty

AIG PURCHASERS:
AMERICAN GENERAL LIFE INSURANCE COMPANY
---	---	---	---
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
By:	Corebridge Institutional Investments (U.S.), LLC, as Investment Adviser
	By:	/s/ John Pollock
	Name:		John Pollock
	Title:		Managing Director

Signature Page to MFL Letter Agreement – Getty Realty

AIG PURCHASERS:
AMERICAN HOME ASSURANCE COMPANY
---	---	---	---
THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK
By:	BlackRock Financial Management, Inc., as investment manager
	By:	/s/ Violet Osterberg
	Name:		Violet Osterberg
	Title:		Managing Director

Signature Page to MFL Letter Agreement – Getty Realty

BARINGS PURCHASERS:
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
---	---	---	---
By:	Barings LLC as Investment Adviser
	By:	/s/ James Moore
	Name:		James Moore
	Title:		Managing Director
YF LIFE INSURANCE INTERNATIONAL LIMITED
By:	Barings LLC as Investment Adviser
	By:	/s/ James Moore
	Name:		James Moore
	Title:		Managing Director
MUFG FUND SERVICES (CAYMAN) LIMITED, acting solely<br><br>in its capacity as trustee of Bright – II Fund, a sub-fund<br><br>of Global Private Credit Umbrella Unit Trust*
By:	Barings LLC as Investment Adviser
	By:	/s/ James Moore
	Name:		James Moore
	Title:		James Moore

* Trustee’s obligations in such capacity will be solely the obligations of the Trustee acting on behalf of Bright – II Fund, and that no creditor will have any recourse against any of the Trustee, (or any of its directors, officers or employees) for any claims, losses, damages, liabilities, indemnities or other obligations whatsoever in connection with actions taken by the Trustee, with any recourse to the Trustee limited to the assets of Bright – II Fund

MASSMUTUAL ASCEND LIFE INSURANCE COMPANY
By:	Barings LLC, as Investment Adviser
	By:	/s/ James Moore
	Name:		James Moore
	Title:		Managing Director

Signature Page to MFL Letter Agreement – Getty Realty

BRIGHTHOUSE LIFE INSURANCE COMPANY
By:	Brighthouse Services, LLC, as Investment Adviser
By:	Barings LLC, as Investment Adviser
	By:	/s/ James Moore
	Name:James Moore
	Title: Managing Director
MUFG FUND SERVICES (CAYMAN) LIMITED,<br><br>ACTING SOLELY IN ITS CAPACITY AS TRUSTEE<br><br>OF BRIGHT – IV FUND, A SUB-FUND OF GLOBAL<br><br>PRIVATE CREDIT UMBRELLA UNIT TRUST*
By:	Barings LLC, as Investment Adviser
	By:	/s/ James Moore
	Name:James Moore
	Title: Managing Director

* Trustee’s obligations in such capacity will be solely the obligations of the Trustee acting on behalf of Bright – IV Fund, and that no creditor will have any recourse against any of the Trustee, (or any of its directors, officers or employees) for any claims, losses, damages, liabilities, indemnities or other obligations whatsoever in connection with actions taken by the Trustee, with any recourse to the Trustee limited to the assets of Bright – IV Fund

Signature Page to MFL Letter Agreement – Getty Realty

NEW YORK LIFE PURCHASERS:
NEW YORK LIFE INSURANCE COMPANY
---	---	---
By:	NYL Investors LLC, its Investment Manager
By:	/s/ Christopher H. Carey
		Name: Christopher H. Carey
		Title: Managing Director
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
By:	NYL Investors LLC, its Investment Manager
By:	/s/ Christopher H. Carey
		Name: Christopher H. Carey
		Title: Managing Director
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 30C)
By:	NYL Investors LLC, its Investment Manager
By:	/s/ Christopher H. Carey
		Name: Christopher H. Carey
		Title: Managing Director
THE BANK OF NEW YORK MELLON, A BANKING CORPORATION ORGANIZED UNDER THE LAWS OF NEW YORK, NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS TRUSTEE UNDER THAT CERTAIN TRUST AGREEMENT DATED AS OF JULY 1ST, 2015 BETWEEN NEW YORK LIFE INSURANCE COMPANY, AS GRANTOR, JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.), AS BENEFICIARY, JOHN HANCOCK LIFE INSURANCE COMPANY OF NEW YORK, AS BENEFICIARY, AND THE BANK OF NEW YORK MELLON, AS TRUSTEE
By:	New York Life Insurance Company, its attorney-in-fact
By:	NYL Investors LLC, its Investment Manager
By:	/s/ Christopher H. Carey
		Name: Christopher H. Carey
		Title: Managing Director

Signature Page to MFL Letter Agreement – Getty Realty

COMPSOURCE MUTUAL INSURANCE COMPANY
By:	NYL Investors LLC, its Investment Manager
By:	/s/ Christopher H. Carey
		Name: Christopher H. Carey
		Title: Managing Director

Signature Page to MFL Letter Agreement – Getty Realty

PRUDENTIAL PURCHASERS:
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
---	---	---	---
By:	PGIM, Inc., as investment manager
	By:	/s/ Bryan Chen
	Name:		Bryan Chen
	Title:		Vice President
PRUDENTIAL ARIZONA REINSURANCE UNIVERSAL COMPANY, as successor by merger to PRUDENTIAL UNIVERSAL REINSURANCE COMPANY
By:	PGIM, Inc., as investment manager
	By:	/s/ Bryan Chen
	Name:		Bryan Chen
	Title:		Vice President
PRUDENTIAL ARIZONA REINSURANCE CAPTIVE COMPANY, as successor by merger to PRUDENTIAL ARIZONA REINSURANCE TERM COMPANY
By:	PGIM, Inc., as investment manager
	By:	/s/ Bryan Chen
	Name:		Bryan Chen
	Title:		Vice President
PRUCO LIFE INSURANCE COMPANY
By:	PGIM, Inc., as investment manager
	By:	/s/ Bryan Chen
	Name:		Bryan Chen
	Title:		Vice President

Signature Page to MFL Letter Agreement – Getty Realty

PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
By:	PGIM, Inc., as investment manager
	By:	/s/ Bryan Chen
	Name:		Bryan Chen
	Title:		Vice President
PRUDENTIAL ARIZONA REINSURANCE CAPTIVE<br><br>COMPANY
By:	PGIM, Inc., as investment manager
	By:	/s/ Bryan Chen
	Name:		Bryan Chen
	Title:		Vice President
PRUDENTIAL ARIZONA REINSURANCE CAPTIVE COMPANY, as successor by merger to PRUDENTIAL TERM REINSURANCE COMPANY
By:	PGIM, Inc., as investment manager
	By:	/s/ Bryan Chen
	Name:		Bryan Chen
	Title:		Vice President
THE GIBRALTAR LIFE INSURANCE CO., LTD.
By:	Prudential Investment Management Japan Co., Ltd.,<br><br>as Investment Manager
By:	PGIM, Inc., as Sub-Adviser
	By:	/s/ Bryan Chen
	Name:		Bryan Chen
	Title:		Vice President

Signature Page to MFL Letter Agreement – Getty Realty

THE PRUDENTIAL LIFE INSURANCE COMPANY, LTD.
By:	Prudential Investment Management Japan Co., Ltd.,<br><br>as Investment Manager
	By:	PGIM, Inc., as Sub-Adviser
	By:	/s/ Bryan Chen
	Name:		Bryan Chen
	Title:		Vice President
FORTITUDE LIFE INSURANCE & ANNUITY COMPANY, formerly known as<br><br>PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION
By:	PGIM, Inc., as investment manager
	By:	/s/ Bryan Chen
	Name:		Bryan Chen
	Title:		Vice President
ZURICH AMERICAN INSURANCE COMPANY
By:	PGIM Private Placement Investors, L.P. (as Investment Advisor)
By:	PGIM Private Placement Investors, Inc. (as its General Partner)
	By:	/s/ Bryan Chen
	Name:		Bryan Chen
	Title:		Vice President
PRUDENTIAL ARIZONA REINSURANCE CAPTIVE COMPANY, as successor by merger to DRYDEN ARIZONA REINSURANCE TERM COMPANY
By:	PGIM, Inc., as investment manager
	By:	/s/ Bryan Chen
	Name:		Bryan Chen
	Title:		Vice President

Signature Page to MFL Letter Agreement – Getty Realty

PRUDENTIAL ARIZONA REINSURANCE UNIVERSAL COMPANY, as successor by merger to GIBRALTAR UNIVERSAL LIFE REINSURANCE COMPANY
By:	PGIM, Inc., as investment manager
	By:	/s/ Bryan Chen
	Name:		Bryan Chen
	Title:		Vice President
PICA HARTFORD LIFE INSURANCE COMFORT TRUSTcaryn
By:	The Prudential Insurance Company of America, as grantor
By:	PGIM, Inc., as investment manager
	By:	/s/ Bryan Chen
	Name:		Bryan Chen
	Title:		Vice President
FARMERS INSURANCE EXCHANGE
By:	PGIM Private Placement Investors, L.P. (as Investment Advisor)
By:	PGIM Private Placement Investors, Inc. (as its General Partner)
	By:	/s/ Bryan Chen
	Name:		Bryan Chen
	Title:		Vice President
MID CENTURY INSURANCE COMPANY
By:	PGIM Private Placement Investors, L.P. (as Investment Advisor)
By:	PGIM Private Placement Investors, Inc. (as its General Partner)
	By:	/s/ Bryan Chen
	Name:		Bryan Chen
	Title:		Vice President

Signature Page to MFL Letter Agreement – Getty Realty

EX-19

Exhibit 19

GETTY REALTY CORP.

COMPANY SECURITIES TRADING POLICY

Adopted by the Board of Directors as of January 8, 2024

This is the policy of Getty Realty Corp. (the “Company”) relating to trading of Company securities and related matters (the “Policy”).

• PERSONS SUBJECT TO THE POLICY

This Policy applies to all employees, directors, and officers of the Company, their family members and entities over which such individuals have or share voting or investment control. This Policy also applies to any other person who receives material nonpublic information from any Company insider or is otherwise designated an Insider (as herein defined) in accordance with this Policy. For purposes of this Policy, “family members” include people who live with you, or are financially dependent on you, and also include those people whose transactions in securities are directed by you or are subject to your influence or control.

Please note that under the Policy, and without limiting the preclearance requirements set forth under Section IV, all transactions by officers, directors and employees1 of the Company’s securities (including options) must be reported in writing (including by email) to the Compliance Officer (as defined in Section III.E.) not later than the close of business on the day that the trade is executed. For certain officers and directors that are subject to Section 16, the Compliance Officer will prepare a Form 4 (or other appropriate form, if required) for the transaction, for their review and, upon approval by them, file it with the Securities and Exchange Commission (the “SEC”).

This process applies to private transfers, including gifts or charitable contributions of Company securities, as well as open market transactions, and applies to transfers of shares beneficially (directly or indirectly) owned by an officer or director. For purposes of this Policy, the term “trade” includes any transaction in the Company’s securities, including any open market or private transaction, or gift or charitable contribution.

• Prohibited Transactions

The following transactions in the Company’s securities are prohibited. Below the list of these transactions, you will find a brief explanation of the underlying reasoning for each prohibition:

• Short sales;

• Transactions in options;

• Hedging transactions;

• Pledging securities;

• Holding securities in a margin account; and

• Transactions involving holding securities for less than six months.

• Short Sales. Short sales of the Company’s securities (including short sales “against the box”) evidence an expectation on the part of the seller that the securities will decline in value, and therefore signal to the market that the seller has no confidence in the Company or its short-term prospects. In addition, short sales may reduce the seller’s incentive to improve the Company’s performance.

1 And holders of 10% or more of the Company’s common stock.

• Publicly Traded Options. A transaction in options is, in effect, a bet on the short-term movement of the Company’s stock and therefore may create the appearance that the director or employee is trading based on inside information. Transactions in options also may focus the director’s or employee’s attention on short-term performance at the expense of the Company’s long-term objectives. (Option positions arising from certain types of hedging transactions are governed by the section below captioned “Hedging Transactions.”)
• Hedging Transactions. Certain forms of hedging or monetization transactions, such as zero-cost collars and forward sale contracts, allow an employee to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock. These transactions allow the employee or director to continue to own the covered securities, but without the full risks and rewards of ownership. When that occurs, the employee or director may no longer have the same objectives as the Company’s other stockholders.
• Margin Accounts and Pledges. Securities held in a margin account as collateral for a margin loan may be sold by the broker without the customer’s consent if the customer fails to meet a margin call. Similarly, securities pledged (or hypothecated) as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. A margin sale or foreclosure sale, therefore, may occur at a time when the pledgor is aware of material nonpublic information or otherwise is not permitted to trade in Company securities.
• Short-Term Trading. Insiders (as defined in Section IV.A) who purchase Company securities in the open market may not sell any Company securities of the same class during the six months following the purchase (or vice versa), as short-term trading of the Company’s securities may be distracting and may unduly focus the person on short-term stock market performance, instead of the Company’s long-term business objectives, and may result in the disgorgement of any short swing profits.
• INSIDER TRADING RESTRICTIONS

The following insider trading restrictions are specifically designed to provide guidelines to assist you in understanding and complying with this Policy. It is important to avoid the appearance, as well as the fact, of trading based on material nonpublic information.

From time to time, as an officer, director or employee of the Company, you will know or have access to information about the Company that is important from an investment standpoint, but not generally known by the public. At such times, federal and state securities laws not only prohibit you from trading in the Company’s securities, but also regulate the persons to whom, and the manner in which, this nonpublic information can be disseminated.

If you have any doubt about the application of this Policy to your transaction, please discuss this matter with the Company’s Compliance Officer.

• Trading Limitations. You and your family members cannot buy or sell or otherwise trade Company stock, debentures, warrants or other securities or exercise options:

• When you know of material information about the Company or its subsidiaries that would be important to a reasonable investor but has not been disclosed to the public at large. This prohibition on trading in Company securities applies even if outside of a black-out period. Please note that merely placing a standing, limit or similar order at a time when you do not have material nonpublic information will not excuse a subsequent trade pursuant to that

• order fulfilled at a time when you do have material nonpublic information (unless the trade occurs pursuant to a Rule 10b5-1 trading plan, which are discussed below in Section IV).

• During the period beginning on the trading day immediately prior to the day that material information is released to the public and ending at the close of trading on the second full business day after the material information has been released to the public. This two-business day period allows the information to be fully disseminated to the public.

• During the period (the “Quarterly Black-Out Period”) beginning following the close of trading on the last day of each fiscal quarter and ending at the close of trading on the second full business day after release of the quarter’s operating results to the public. The Quarterly Black-Out Period is intended to remove any appearance that you may have traded based on non-public information concerning our financial results.

• During any other period (a “Special Black-Out Period”) when the Compliance Officer advises the Company’s officers, directors and employees in writing that they cannot trade in the Company securities. Notice of a Special Black-Out Period may be given by email. It is your responsibility to check your email.

These trading limitations do not apply to purchases of Company stock through a cash exercise of an option granted under a Company stock option plan (if any) at its stated exercise price and the vesting or settlement of any other awards under the Company’s employee benefit plans (like restricted stock units) or to purchases of Company stock made pursuant to a Company stock bonus plan (if any) as a result of previously authorized payroll deductions. However, if you are proposing to do a cashless option exercise (whether done as a swap transaction or broker loan transaction), it will be subject to this Policy. Transactions in shares of the Company’s stock once acquired pursuant to the Company’s employee benefit plans, including upon any option exercise are, of course, subject to these trading limitations.

Again, if you have any doubt about the application of this Policy to your transaction, please discuss the matter with the Company’s Compliance Officer.

• Material Nonpublic Information. In general, information is “material” if its disclosure would be expected to affect the investment or voting decisions of a reasonable investor, or if the disclosure of the information would be expected to significantly alter the total mix of the information in the marketplace about the Company. Any type of information that could reasonably be expected to affect the market price of Company securities or a reasonable investor’s decision to buy or sell Company securities is material. Both positive and negative information may be material. In most cases, information concerning the following events relating to the Company or its subsidiaries should be presumed to be “material” and are provided by way of example:

• Changes in previously disclosed financial information.

• Significant changes in management, operations, revenues or expenses.

• Declaration of stock splits and stock dividends.

• Declaration of a regular or special cash dividend.

• Mergers, acquisitions or takeovers.

• The purchase or sale of, or offers to purchase or sell, substantial assets.

• Proposed issuances of new securities.

• Significant changes in operations.

• Material information regarding any significant tenant.

• Extraordinary borrowings.

• Major litigation.

• Financial liquidity problems.

• No “Tipping” of Material, Nonpublic Information. It also is illegal under the federal securities laws to privately disclose or “tip” material nonpublic information to another person who subsequently uses that information to trade in the Company’s stock or securities or otherwise to profit. To reduce the chances of inadvertent tipping, any nonpublic information that might be considered material should not be discussed with any person outside the Company. No person subject to this Policy may make recommendations or express opinions on trading in Company securities while in possession of material nonpublic information.

• Persons to Whom You May Disseminate Information. U.S. federal securities laws prohibit the Company from selectively disclosing material nonpublic information. Material nonpublic information may be provided to certain persons affiliated or doing business with the Company, but only to the extent reasonably necessary under the circumstances and only to the following persons:

• An officer, director or employee of the Company.

• An attorney, accountant, commercial banker, investment banker or consultant retained by the Company.

• A material vendor or vendee of the Company that has executed a confidentiality agreement.

• A person or a representative from any company engaged in, or negotiating to engage in, a business transaction with the Company that has executed a confidentiality agreement.

If you have any doubt about whether you are permitted to disclose information to any of the foregoing, or about what you can disclose, you should contact the Compliance Officer.

• Insider Trading Compliance Officer. The Company’s General Counsel shall act as the Company’s Compliance Officer for purposes of the Policy (the “Compliance Officer”); provided, however, that if the General Counsel is a party to a proposed trade, transaction or inquiry relating to this Policy, the Company’s Chief Financial Officer shall act as the Compliance Officer with respect to such proposed trade, transaction or inquiry. The Compliance Officer may delegate his or her authority or duty to act as the Compliance Officer to another officer or attorney in the legal department as he or she deems qualified to so act if and as the Compliance Officer deems necessary or appropriate in his or her sole discretion. The duties and powers of the Compliance Officer and his or her delegees may include the following:

• Administering, monitoring and enforcing compliance with this Policy.

• Responding to all or specified inquiries relating to this Policy.

• Designating and announcing Special Black-Out Periods during which specified persons may not trade in Company securities.

• Providing copies of this Policy and other appropriate materials from time to time to current and new directors, officers and employees, and such other persons as the Compliance Officer determines have access to material nonpublic information concerning the Company.

• Administering, monitoring and enforcing compliance with federal and state insider trading laws and regulations.

• Assisting in the preparation and filing of all required SEC reports filed by Section 16 Insiders relating to their trading in Company securities, including Forms 3, 4, 5 and 144 and Schedules 13D and 13G.

• Maintaining as Company records originals or copies of all documents required by the provisions of this Policy, and copies of all required SEC reports relating to beneficial ownership and insider trading, including Forms 3, 4, 5 and 144 and Schedules 13D and 13G.

• Maintaining the accuracy of the list of roles/titles of Insider Employees designated pursuant to Section IV.A and as set forth on Exhibit A, and updating such list periodically as necessary to reflect additions or deletions.

• Designing and requiring training about the obligations of this Policy as the Compliance Officer considers appropriate.

The Compliance Officer may from time to time designate one or more individuals who may perform one or more of the Compliance Officer’s duties under this Policy.

• Policy Violations Must be Reported. Any person who violates this Policy, or any federal or state laws governing insider trading, or knows of any such violation by any other person, must report the violation immediately to the Compliance Officer. Upon learning of any such violation, the Compliance Officer will determine whether the Company should release any material nonpublic information or whether the Company should report the violation to the SEC or other appropriate governmental authority.

• Responding to Questions or Comments from Other Outsiders. If a person who is not affiliated with the Company (see “Section III.D” above) asks questions relating to, or makes comments regarding, material nonpublic information, you are to respond by stating that you have no comment. Caution must be used especially when receiving inquiries from securities analysts, companies in the same business and members of the press. All such inquiries should be referred to the Compliance Officer.

• Questions. If you ever have questions regarding whether particular information is “material nonpublic information” or whether it is appropriate to discuss a particular matter with a particular individual, please contact the Compliance Officer.

• Penalties. Any violation of this Policy or the dissemination of material nonpublic information in a manner that contradicts the provisions hereof will be grounds for immediate dismissal. In addition, you could be subject to (i) action by the SEC for criminal and severe monetary penalties, and (ii) actions by private investors for damages, including to disgorge profit made or loss avoided, pay civil penalties up to three times the profit made or loss avoided. The duty to safeguard the Company’s material

• nonpublic information continues after an officer, director or employee is no longer associated with the Company.

• Amendment. This Policy may be amended from time to time. You will be advised of any amendment in person, via internal website, or via email.

• ADDITIONAL RESTRICTIONS FOR DIRECTORS, OFFICERS AND EMPLOYEES

• Named Employees Considered Insiders. In addition to the directors and executive officers subject to Section 16 (“Section 16 Insiders”), the Audit Committee has initially determined all employees of the Company as of the date of adoption of this policy, as described on Exhibit A, to be Insider Employees (as herein defined). Thereafter, the Nominating & Corporate Governance Committee of the Board will review, at least annually, those employees who have frequent access to material nonpublic information concerning the Company for purposes of this Section IV (“Insider Employees” and together with Section 16 Insiders, “Insiders”). The roles or titles of all Insider Employees as listed on Exhibit A to this Policy will be amended from time to time as necessary. Generally, Insider Employees shall be any person who by function of their employment is consistently in possession of material nonpublic information or performs an operational role, such as head of a division or business unit, that is material to the Company as a whole.

• Trade Pre-Clearance Required. As part of this Policy, all trades of equity securities of the Company by Insiders, other than trades that are not subject to this Policy or trades pursuant to a Rule 10b5-1 trading plan authorized by the Compliance Officer, must be pre-cleared by the Compliance Officer. This requirement is intended to prevent inadvertent Policy violations, avoid trades involving the appearance of improper insider trading, facilitate timely Form 4 reporting by Section 16 Insiders and avoid transactions that are subject to disgorgement under Section 16(b) of the Exchange Act.

Requests for pre-clearance (a “Pre-Clearance Request”) must be submitted via email to the Compliance Officer at least two business days in advance of each proposed transaction. If the Insider does not receive an affirmative response from the Compliance Officer within 24 hours, the Insider must follow up to ensure that the message was received. A form of Pre-Clearance Request that an Insider may use is attached as Exhibit B. Any Pre-Clearance Request, whether in the Form of Exhibit B, by email or otherwise, should include all information set forth in the Pre-Clearance Request. Upon receipt of any Pre-Clearance Request, the Compliance Officer may seek such additional information from each Insider as the Compliance Officer shall determine in his or her sole discretion in order to consider a proposed transaction for pre-clearance, including, without limitation, a confirmation that the Insider, after careful consideration, is not aware of any material nonpublic information relating to the Company, any information necessary to demonstrate whether the transaction complies with all rules and regulations, including Rule 144, Rule 701, Form S-8, and Section 16 of the Exchange Act, applicable to such securities transactions by the Insider, and any other information that is material to the Compliance Officer’s consideration of the proposed transaction.

The Compliance Officer may withhold or condition pre-clearance in his or her sole discretion. If the proposed trade is pre-cleared, the Insider may proceed with it on the approved terms within three (3) trading days of the pre-clearance, provided that he or she complies with all other securities law and Company requirements, such as Rule 144 and Section 16 reporting obligations, prohibitions regarding trading on the basis of inside information, and compliance with any special trading blackout imposed by the Company prior to the completion of the trade.

• Pre-Clearance of Rule 10b5-1 Plans Required. Pre-clearance by the Compliance Officer is required for an Insider to enter into or modify a Rule 10b5-1 trading plan (a “10b5-1 Plan”). Plans that are not pre-cleared may not be used by an Insider. Pre-clearance must be requested at least five full trading days prior to entry into or modification of the 10b5-1 Plan and be accompanied by a copy of the plan.

• However, pre-clearance will not be required for individual transactions effected pursuant to a pre-cleared 10b5-1 Plan. All Section 16 Insiders must immediately report the results of transactions effected under a trading plan to the Compliance Officer as they are required to be reported on Form 4 within two business days following the execution of the trade.

• Reporting of Transactions Required. To facilitate timely reporting under Section 16 of the Exchange Act, Section 16 Insiders are required to on the day the terms of the transaction are available, and in no event later than the day following the trade, (a) report the details of each transaction to the Compliance Officer and (b) arrange with persons whose trades must be reported by the Insider under Section 16 (such as the Insider’s family members) to immediately report (or have the Insider’s broker or other representative immediately report) directly to the Company and to the Insider the transaction details (a “Transaction Report”). A Transaction Report may be in the form of Transaction Report set forth on Exhibit C and in any event should include, to the extent applicable, the following:

• Transaction date (trade date)

• Number of shares involved.

• Price per share at which the transaction was executed (before addition or deduction of brokerage commission and other transaction fees) for transactions other than gifts.

• For stock option exercises, the specific option exercised.

• Contact information for the broker who executed the transaction, if applicable.

• Specific representation that the Insider is not in possession of material non-public information.

• For a Section 16 Insider, if the Section 16 Insider effected the transaction pursuant to a 10b5-1 Plan, a specific representation that the transaction was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

• The Transaction Report must be delivered to the Compliance Officer, with copies to Company personnel (if any) who assist the Section 16 Insider in preparing his or her Form 4.

• Special Guidelines for 10b5-1 Trading Plans. Notwithstanding the foregoing, an Insider will not be deemed to have violated this Policy for transactions pursuant to a 10b5-1 Plan that has been pre-cleared by the Compliance Officer. The Compliance Officer may withhold or condition pre-clearance of any proposed 10b5-1 Plan (each, a “Proposed Plan”) for any reason, in his or her sole discretion.

The Compliance Officer will not pre-clear a Proposed Plan if he or she concludes that the Proposed Plan:

• Fails to comply with the requirements of Rule 10b5-1, as amended from time to time;

• Would permit a transaction to occur before the later of (i) 90 days after adoption (including deemed adoption) of the Proposed Plan or (ii) two business days after disclosure of the issuer’s financial results in a Form 10-Q or Form 10-K for the quarter in which the

• Proposed Plan was adopted (subject to a maximum of 120 days after adoption of the Proposed Plan).

• Is established during a Quarterly Black-Out Period or a Special Black-Out Period, or the Insider is unable to represent to the satisfaction of the Compliance Officer that the Insider is not in possession of material nonpublic information regarding the Company.

• Lacks appropriate mechanisms to ensure that the Insider complies with all rules and regulations, including Rule 144, Rule 701, Form S-8, and Section 16 of the Exchange Act, applicable to securities transactions by the Insider.

• Does not provide the Company the right to suspend all transactions under the Proposed Plan if the Compliance Officer, in his or her sole discretion, deems such suspension necessary or advisable, including suspensions to comply with any “lock-up” agreement the Company agrees to in connection with a financing or other similar events.

• Exposes the Company to liability under any other applicable state or federal rule, regulation or law; or

• Creates any appearance of impropriety at the time of adoption of the Proposed Plan (or, if applicable, at the time of any amendment or termination thereof).

Any modifications to or deviations from a 10b5-1 Plan are deemed to be the Insider entering into a new 10b5-1 Plan and, accordingly, require pre-clearance of such modification or deviation pursuant to this Section E.

Any termination of a 10b5-1 Plan must be immediately reported to the Compliance Officer. If an Insider has pre-cleared a new 10b5-1 Plan (the “Second Plan”) intended to succeed an earlier pre-cleared 10b5-1 Plan (the “First Plan”), the Insider may not affirmatively terminate the First Plan without pre-clearance pursuant to this Section E, because such termination is deemed to be entering into the Second Plan.

None of the Company, the Compliance Officer, nor any of the Company’s officers, employees or other representatives shall be deemed, solely by their pre-clearance of a Proposed Plan, to have represented that it complies with Rule 10b5-1 or to have assumed any liability or responsibility to the Insider or any other party if the 10b5-1 Plan fails to comply with Rule 10b5-1.

Upon entering into or amending a 10b5-1 Plan, the director or officer must promptly provide a copy of the plan to the Company and, upon request, confirm the Company’s planned disclosure regarding the entry into or termination of a plan (including the date of adoption or termination of the plan, duration of the plan, and aggregate number of securities to be sold or purchased under the plan).

• ALL PERSONS MUST ACKNOWLEDGE RECEIPT OFTHIS POLICY.

This Policy will be available on the Company’s internal website and delivered to all persons subject to this Policy upon adoption or the commencement of their employment or other service relationship with the Company. Upon first receiving a copy of this Policy, each such person must sign an acknowledgment that he or she has received a copy of and understands this Policy. The Compliance Officer may periodically require written certifications by those subject to this Policy, including to refresh their acknowledgement of, and understanding of, this Policy. Any acknowledgment hereunder will constitute consent for the Company to issue any necessary stop-transfer orders to the Company’s transfer agent to enforce compliance with this Policy.

GETTY REALTY CORP.

COMPANY SECURITIES TRADING POLICY

Acknowledgment

This Acknowledgment (the “Acknowledgment”) is delivered by the individual named below as of the date set forth below. The undersigned is an officer, director, employee or consultant subject to the Company Securities Trading Policy (the “Policy”) of Getty Realty Corp. a Maryland corporation (the “Company”), to which the form of this Acknowledgement is attached.

The undersigned hereby acknowledges and agrees that:

• S/he has received a copy of the Policy;
• S/he has read and understands the Policy; and
• S/he understands, that if s/he trades in the securities of the Company while possessing material nonpublic information concerning the Company or otherwise violates the trading restrictions or other terms of the Policy, s/he may be subject to criminal and severe monetary penalties, including imprisonment and/or significant financial penalties, and may be subject to immediate dismissal or other penalties imposed by the Company as set forth in the Policy.

Date:
Signature:
Print Name.

EXHIBIT A

INSIDER EMPLOYEES

In addition to Section 16 Insiders, all Company employees.

Exhibit A

EXHIBIT B

FORM OF PRE-CLEARANCE REQUEST

(See attached)

Exhibit B-1

PRE-CLEARANCE REQUEST FOR PROPOSED TRADE

To:	Executive Vice President, General Counsel and Secretary (the “Compliance Officer”) of Getty Realty Corp. (the “Company”)

From: _______

(Name of Insider)

Date: _______

(Please check box and fill out which of the following is applicable)

☐ [IF OPEN MARKET 10B5-1 PLAN TRANSACTION] I have attached a description of my proposed transaction in the common stock of the Company that describes, to the extent applicable and known by me: (a) the proposed number of shares, (b) the proposed date(s), and (c) whether I intend to effect the proposed transaction pursuant to such 10b5-1 Plan.

(Note: You may attach a broker’s order of your proposed transaction(s) that contains the applicable information in lieu of a written description.)

☐ [IF NOT OPEN MARKET 10B5-1 PLAN TRANSACTION] I have attached a description of my proposed transaction in the common stock of the Company that describes, to the extent applicable and known by me: (a) the proposed number of shares, (b) the proposed date(s), (c) the proposed price(s) at which each such transaction is to be effected, (d) the name(s) of the party(ies) in which the shares will be registered, and (e) whether I intend to effect the proposed transaction pursuant to such 10b5-1 Plan.

(Note: You may attach a broker’s order of your proposed transaction(s) that contains the applicable information in lieu of a written description.)

☐ [IF A GIFT] I hereby notify the Compliance Officer that I intend to gift (number) shares of common stock of the Company on (date), at $0.00 per share on behalf of (indicate in whose name the shares will be registered, such as the name of a family member, a family limited partnership, trust or charitable organization, or attach a description and refer to the attachment).

☐ [IF EXERCISING OPTIONS] I hereby notify the Compliance Officer that I intend to exercise (number) of options for common stock of the Company on (date), on behalf of (indicate in whose name the shares will be registered if other than your name, such as the name of a family member, a family limited partnership or trust, or place an “X” here if to be registered in your name).

☐ [OTHER TRANSACTIONS] I hereby notify the Compliance Officer that I intend to buy/sell (circle one) (number) shares of common stock of the Company on (date), at the market price(s)/ (price) per share (circle one) on the open market/behalf of (circle one and, if applicable, indicate in whose name the shares will be registered, if known, such as the name of a family limited partnership, trust or charitable organization, or attach a description and refer to the attachment).

Exhibit B-2

I am/am not (circle one) using a broker to execute the transaction. If using a broker, please provide name, firm name, phone number and email address for your broker below.

Name:
Firm:
Telephone:
Email:

In connection with this proposed trade, I hereby certify by initialing and signing below that:

_________	<ul><li><font>After careful consideration, I am not in possession of any “material nonpublic information” concerning the Company, as defined in the Company’s “Insider Trading Policy” (the “Policy</font><font>”</font><font>).</font></li></ul>
_________	<ul><li><font>To the best of my knowledge, the proposed trade does not violate the trading restrictions of Section 16 of the Securities Exchange Act of 1934, as amended, if applicable, or Rule 144 of the Securities Act of 1933, as amended.</font></li></ul>
_________	<ul><li><font>I hereby certify that:</font></li></ul><br>(a) I have/have not (circle one) adopted a 10b5-1 Plan,<br><br>(b) only if I have adopted a 10b5-1 Plan, the transaction is intended to be made/not to be made (circle one) pursuant to a 10b5-1 Plan, and<br><br>(c) only if made pursuant to 10b5-1 Plan, is, intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).<br><br>(cross out this certification (3) or place an “X” on the initial line if not a Section 16 Insider as defined in the Policy)

I understand that if I trade while possessing such information or in violation of such trading restrictions, I may be subject to criminal and severe monetary penalties, including imprisonment and/or significant financial penalties, and may be subject to immediate dismissal or other penalties imposed by the Company as set forth in the Policy.

[Signature page follows]

Exhibit B-3

Submitted by:
(Signature)
(Print Name)
(Title if signing on behalf of a corporation, partnership or other such entity)
(Date)

Reviewed and approved/disapproved by the Compliance Officer:

By:
Name:	Joshua Dicker
Title:	Executive Vice President, General Counsel and Secretary
Date:

Exhibit B-4

EXHIBIT C

FORM OF TRANSACTION REPORT

(See attached)

Exhibit C-1

TRANSACTION REPORT

To:	Executive Vice President, General Counsel and Secretary (the “Compliance Officer”) of Getty Realty Corp. (the “Company”)

From: _______

(Name of Insider)

Date: _______

(Please check box and fill out which of the following is applicable)

I hereby notify the Compliance Officer that:

☐ [IF OPEN MARKET 10B5-1 PLAN TRANSACTION] I have attached a description of my transaction in the common stock of the Company that describes, to the extent applicable and known by me: (a) the number of shares, (b) the date(s), and (c) whether I effected the transaction pursuant to such 10b5-1 Plan.

(Note: You may attach a broker’s order of your transaction(s) that contains the applicable information in lieu of a written description.)

☐ [IF NOT OPEN MARKET 10B5-1 PLAN TRANSACTION] I have attached a description of my transaction in the common stock of the Company that describes, to the extent applicable and known by me: (a) the number of shares, (b) the date(s), (c) the price(s) at which each such transaction was effected, (d) the name(s) of the party(ies) in which the shares will be registered, and (e) whether I effected the transaction pursuant to such 10b5-1 Plan.

(Note: You may attach a broker’s order of your transaction(s) that contains the applicable information in lieu of a written description.)

☐ [IF A GIFT] I gifted (number) shares of common stock of the Company on (date), at $0.00 per share on behalf of (indicate in whose name the shares were registered, such as the name of a family member, a family limited partnership, trust or charitable organization, or attach a description and refer to the attachment).

☐ [IF OPTIONS] I exercised (number) of options for common stock of the Company on (date), on behalf of (indicate in whose name the shares will be registered if other than your name, such as the name of a family member, a family limited partnership or trust or place an “X” here if to be registered in your name).

☐ [OTHER TRANSACTIONS] I bought/sold (circle one) (number) of shares of common stock of the Company on (date), at market prices/ (price) per share (circle one and, if and as applicable, complete the price per share) on the open market/behalf of (circle one and, if applicable, indicate in whose name the shares will be registered, such the name of a family member, a family limited partnership, trust or a charitable organization, or attach a description and refer to the attachment).

Exhibit C-2

In connection with this trade, I hereby certify by initialing and signing below that:

_________	<ul><li><font>After careful consideration, I am not in possession of any “material nonpublic information” concerning the Company, as defined in the Company’s “Insider Trading Policy” (the “Policy</font><font>”</font><font>).</font></li></ul>
_________	<ul><li><font>To the best of my knowledge, the proposed trade does not violate the trading restrictions of Section 16 of the Securities Exchange Act of 1934, as amended, if applicable, or Rule 144 of the Securities Act of 1933, as amended.</font></li></ul>
_________	<ul><li><font>I hereby certify that:</font></li></ul><br>(a) I have/have not (circle one) adopted a 10b5-1 Plan,<br><br>(b) only if I have adopted a 10b5-1 Plan, the transaction is intended to be made/not to be made (circle one) pursuant to a 10b5-1 Plan, and<br><br>(c) only if made pursuant to 10b5-1 Plan, is, intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).<br><br>(cross out this certification (3) or place an “X” on the initial line if not a Section 16 Insider as defined in the Policy)

I certify that the information in this Trade Report is true, correct and complete to the best of my knowledge, information and belief.

[Signature page follows]

Exhibit C-3

Submitted by:
(Signature)
(Print Name)
(Title if signing on behalf of a corporation, partnership or other such entity)
(Date)

______________ Received by the Compliance Officer on ____________________ (date)

(Initial)

Exhibit C-4

EX-21

EXHIBIT 21

SUBSIDIARIES OF THE COMPANY

SUBSIDIARY	STATE OF<br>INCORPORATION
AOC Transport, Inc.	Delaware
GettyMart Inc.	Delaware
Getty HI Indemnity, Inc.	New York
Getty Leasing, Inc.	Delaware
Getty Properties Corp.	Delaware
Getty TM Corp.<br><br>GTY Auto Service, LLC	Maryland<br><br>Delaware
GTY MA/NH Leasing, Inc.	Delaware
GTY MD Leasing, Inc.	Delaware
GTY NY Leasing, Inc.	Delaware
GTY-CPG (VA/DC) Leasing, Inc.	Delaware
GTY-CPG (QNS./BX) Leasing, Inc.	Delaware
GTY-EPP Leasing, LLC	Delaware
GTY-GPM-EZ Leasing, LLC	Delaware
GTY-Pacific Leasing, LLC<br><br>GTY QSR, LLC	Delaware<br><br>Delaware
GTY-SC Leasing, LLC	Delaware
Leemilt’s Petroleum, Inc.	New York
Power Test Realty Company Limited Partnership*	New York
Slattery Group, Inc.	New Jersey

* Ninety-nine percent owned by the Company, representing the limited partner units, and one percent owned by Getty Properties Corp., representing the general partner interest.

EX-23

EXHIBIT 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-276399) and Form S-8 (Nos. 333-115672, 333-223054, and 333-258334) of Getty Realty Corp. of our report dated February 12, 2026 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP New York, New York February 12, 2026

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Christopher J. Constant, certify that:

• I have reviewed this Annual Report on Form 10-K of Getty Realty Corp.;
• Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
• Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
• The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
• designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
• designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles;
• evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
• disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
• The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
• all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
• any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 12, 2026

By:	/s/ CHRISTOPHER J. CONSTANT
	Christopher J. Constant
	President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Brian Dickman, certify that:

• I have reviewed this Annual Report on Form 10-K of Getty Realty Corp.;
• Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
• Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
• The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
• designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
• designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles;
• evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
• disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
• The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
• all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
• any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 12, 2026

By:	/s/ BRIAN DICKMAN
	Brian Dickman
	Executive Vice President,
	Chief Financial Officer and Treasurer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Getty Realty Corp. (the “Company”) hereby certifies, to such officer’s knowledge, that:

• the Annual Report on Form 10-K of the Company for the annual period ended December 31, 2025 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
• the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: February 12, 2026

By:	/s/ CHRISTOPHER J. CONSTANT
	Christopher J. Constant
	President and Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to Getty Realty Corp. and will be retained by Getty Realty Corp. and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

Pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Getty Realty Corp. (the “Company”) hereby certifies, to such officer’s knowledge, that:

• the Annual Report on Form 10-K of the Company for the annual period ended December 31, 2025 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
• the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: February 12, 2026

By:	/s/ BRIAN DICKMAN
	Brian Dickman
	Executive Vice President, Chief Financial Officer and Treasurer

A signed original of this written statement required by Section 906 has been provided to Getty Realty Corp. and will be retained by Getty Realty Corp. and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

EX-97

Exhibit 97

GETTY REALTY CORP.

Policy for RECOVERY OF ERRONEOUSLY AWARDED Incentive Compensation

Adopted: October 24, 2023

1. INTRODUCTION

Getty Realty Corp., a Maryland corporation (the “Company”) is adopting this policy (this “Policy”) to provide for the Company’s recovery of certain Incentive Compensation (as defined below) erroneously awarded to Affected Officers (as defined below) under certain circumstances.

This Policy is administered by the Compensation Committee (the “Committee”) of the Company’s Board of Directors (the “Board”). The Committee shall have full and final authority to make any and all determinations required or permitted under this Policy. Any determination by the Committee with respect to this Policy shall be final, conclusive and binding on all parties. The Board may amend or terminate this Policy at any time.

This Policy is intended to comply with Section 10D of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), Rule 10D-1 thereunder and the applicable rules of any national securities exchange on which the Company’s securities are then listed (the “Exchange”) and will be interpreted and administered consistent with that intent.

2. INCENTIVE COMPENSATION EFFECTIVE DATE

This Policy shall apply to all Incentive Compensation received by an Affected Officer on or after October 2, 2023, to the extent permitted or required by applicable law or the rules of the Exchange.

3. DEFINITIONS

For purposes of this Policy, the following terms shall have the meanings set forth below:

“Affected Officer” means any current or former “officer” as defined in Exchange Act Rule 16a-1, and any other senior executives as determined by the Committee.

“Erroneously Awarded Compensation” means the amount of Incentive Compensation received that exceeds the amount of Incentive Compensation that otherwise would have been received had it been determined based on the Restatement, computed without regard to any taxes paid. In the case of Incentive Compensation based on stock price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in the Restatement, the amount shall reflect a reasonable estimate of the effect of the Restatement on the stock price or total shareholder return upon which the Incentive Compensation was received, as determined by the Committee in its sole discretion. The Committee may determine the form and amount of Erroneously Awarded Compensation in its sole discretion.

“Financial Reporting Measure” means any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures, whether or not such measure is presented within the financial statements or included in a filing with the Securities and Exchange Commission. Stock price and total shareholder return are also Financial Reporting Measures.

“Incentive Compensation” means any compensation that is granted, earned or vested based in whole or in part on the attainment of a Financial Reporting Measure. For purposes of clarity, base salaries, bonuses or equity awards paid solely upon satisfying one or more subjective standards, strategic or operational measures, or continued employment are not considered Incentive Compensation, unless such awards were granted, earned or vested based in part on a Financial Reporting Measure.

“Restatement” means an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements (i.e., a “Big R” restatement), or that would result in a material misstatement if the error was corrected in the current period or left uncorrected in the current period (i.e., a “little r” restatement).

4. RECOVERY

If the Company is required to prepare a Restatement, the Company shall seek to recover and claw back from any Affected Officer reasonably promptly the Erroneously Awarded Compensation that is received by the Affected Officer:

• on or after October 2, 2023;
• after the person begins service as an Affected Officer;
• who served as an Affected Officer at any time during the performance period for that Incentive Compensation;
• while the Company has a class of securities listed on the Exchange; and
• during the three completed fiscal years immediately preceding the date on which the Company was required to prepare the Restatement (including any transition period within or immediately following those years that results from a change in the Company’s fiscal year, provided that a transition period of nine to 12 months will be deemed to be a completed fiscal year).

For purposes of this Policy:

• Erroneously Awarded Compensation is deemed to be received in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive Compensation is attained, even if the payment or grant of the Incentive Compensation occurs after the end of that period; and
• the date the Company is required to prepare a Restatement is the earlier of (x) the date the Board, the Committee or any officer of the Company authorized to take such action concludes, or reasonably should have concluded, that the Company is required to prepare the Restatement, or (y) the date a court, regulator, or other legally authorized body directs the Company to prepare the Restatement.

To the extent required by applicable law or the rules of the Exchange, any profits realized from the sale of securities of the Company are subject to recoupment under this Policy.

For purposes of clarity, in no event shall the Company be required to award any Affected Officers an additional payment or other compensation if the Restatement would have resulted in the grant, payment or vesting of Incentive Compensation that is greater than the Incentive Compensation actually received by the Affected Officer. The recovery of Erroneously Awarded Compensation is not dependent on if or when the Restatement is filed.

5. SOURCES OF RECOUPMENT

To the extent permitted by applicable law, the Committee may, in its discretion, seek recoupment from the Affected Officer(s) through any means it determines, which may include any of the following sources: (i) prior Incentive Compensation payments; (ii) future payments of Incentive Compensation; (iii) cancellation of outstanding Incentive Compensation; (iv) direct repayment; and (v) non-Incentive Compensation or securities held by the Affected Officer. To the extent permitted by applicable law, the Company may offset such amount against any compensation or other amounts owed by the Company to the Affected Officer.

6. LIMITED EXCEPTIONS TO RECOVERY

Notwithstanding the foregoing, the Committee, in its discretion, may choose to forgo recovery of Erroneously Awarded Compensation under the following circumstances, provided that the Committee (or a majority of the independent members of the Board) has made a determination that recovery would be impracticable because:

(i) The direct expense paid to a third party to assist in enforcing this Policy would exceed the recoverable amounts; provided that the Company has made a reasonable attempt to recover such Erroneously Awarded Compensation, has documented such attempt and has (to the extent required) provided that documentation to the Exchange;

(ii) Recovery would violate home country law where the law was adopted prior to November 28, 2022, and the Company provides an opinion of home country counsel to that effect to the Exchange that is acceptable to the Exchange; or

(iii) Recovery would likely cause an otherwise tax-qualified retirement plan to fail to meet the requirements of the Internal Revenue Code of 1986, as amended.

7. NO INDEMNIFICATION OR INSURANCE

The Company will not indemnify, insure or otherwise reimburse any Affected Officer against the recovery of Erroneously Awarded Compensation.

8. NO IMPAIRMENT OF OTHER REMEDIES

This Policy does not preclude the Company from taking any other action to enforce an Affected Officer’s obligations to the Company, including termination of employment, institution of civil proceedings, or reporting of any misconduct to appropriate government authorities. This Policy is in addition to the requirements of Section 304 of the Sarbanes-Oxley Act of 2002 that are applicable to the Company’s Chief Executive Officer and Chief Financial Officer.