GTY 8-K
Getty Realty Corp /Md/ (GTY)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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Item 1.01. Entry into a Material Definitive Agreement.
On November 19, 2025, Getty Realty Corp. (the “Company”) entered into a Note Purchase and Guaranty Agreement (the “Note Purchase Agreement”) with various purchasers named therein (the “Purchasers”) in connection with a private placement of senior unsecured notes.
Pursuant to the Note Purchase Agreement, on or before January 22, 2026, the Company will sell to the Purchasers $250,000,000 of 5.76% Series U Guaranteed Senior Notes due January 22, 2036 (the “Series U Notes”).
The Note Purchase Agreement contains 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 the Company’s ability to incur additional debt or pay dividends. The Note Purchase Agreement also contains customary events of default, including default under the third amended and restated credit agreement dated January 23, 2025 between the Company and a group of banks led by Bank of America, N.A. (the “Third Restated Credit Agreement”) and failure to maintain REIT status. Any event of default, if not cured or waived, could result in the acceleration of the Company’s indebtedness under the Note Purchase Agreement and could also give rise to an event of default under, and result in the acceleration of the Company’s obligations under, the Second Restated Credit Agreement.
The Company will use the net proceeds from the issuance of the Series U Notes to repay borrowings under its unsecured revolving credit facility and for general corporate purposes, including to fund investment activity.
The foregoing descriptions of the Note Purchase Agreement does not purport to be complete and is subject to, and qualified in their entirety by reference to, the full text of such documents, copies of which will be filed as Exhibits to the Company’s Annual Report on Form 10-K for the year ending December 31, 2025.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 above is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On November 20, 2025, the Company issued a press release announcing its entry into the Note Purchase Agreement. The Company’s press release is attached as Exhibit 99.1 hereto and is incorporated by reference in this Item 7.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
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Description |
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99.1 |
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Press release issued by Getty Realty Corp. on November 20, 2025. |
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104 |
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Cover Page Interactive Data File (embedded within the inline XBRL document) |
The information contained in Item 2.02 and Exhibit 99.1 to this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Such information in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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GETTY REALTY CORP. |
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Date: December 3, 2025 |
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By: |
/s/ Brian R. Dickman |
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Brian R. Dickman |
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Executive Vice President |
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Chief Financial Officer and Treasurer |
Exhibit 99.1
FOR IMMEDIATE RELEASE
GETTY REALTY CORP. CLOSES $250 MILLION
PRIVATE PLACEMENT OF SENIOR UNSECURED NOTES
NEW YORK, NY, November 20, 2025 — Getty Realty Corp. (NYSE: GTY) (“Getty” or the “Company”) announced today that it has entered into agreements to issue $250 million of senior unsecured notes with a ten-year term and a fixed interest rate of 5.76% (the “Notes”).
The Notes are scheduled to fund on January 22, 2026, and proceeds will be used to repay amounts outstanding under the Company’s $450 million revolving credit facility (the “Revolver”) and for general corporate purposes, including to fund investment activity.
“This financing allows us to term out Revolver borrowings at an attractive rate, and create capacity for additional investment activity,” said Brian Dickman, Getty’s Chief Financial Officer. “Pro forma for the funding of the Notes, we will have full borrowing capacity under our Revolver, and our weighted-average debt maturity will be more than 6.0 years.”
The senior unsecured notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Act”) or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Act and applicable state securities laws.
This press release is for informational purposes only, does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Getty Realty Corp.
Getty Realty Corp. is a publicly traded, net lease REIT specializing in the acquisition, financing and development of convenience, automotive and other single tenant retail real estate. As of September 30, 2025, the Company’s portfolio included 1,160 freestanding properties located in 44 states across the United States and Washington, D.C.
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Brian Dickman |
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Investor Relations |
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Chief Financial Officer |
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(646) 349-0598 |
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(646) 349-6000 |
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