Getty Realty Stockholders Re-Elect Directors, Back Say-on-Pay as CEO Touts 2025 Growth

Key Points

• Stockholders re-elected Getty Realty’s board, approved the advisory say-on-pay vote, and ratified PricewaterhouseCoopers as the company’s independent auditor, with final results to be reported on Form 8‑K.
• CEO Christopher Constant said Getty underwrote a record $7 billion of real estate in 2025 and deployed $270 million (including 73 properties for $255 million) at a 7.9% initial cash yield, driving an ~12% increase in annualized base rent, 3.8% AFFO per share growth, and a higher recurring dividend.
• Getty strengthened liquidity and diversification—raising nearly $300 million of long‑term debt and permanent equity, expanding its revolver to $450 million, issuing $250 million of 10‑year notes at 5.76%, and completing a $130 million forward equity offering—while its portfolio grew to nearly 1,200 properties across 45 states with 99.7% occupancy and over 30% of base rent from non‑convenience assets.

Getty Realty NYSE: GTY held its 2026 annual meeting of stockholders virtually on Tuesday, where shareholders voted to re-elect directors, approved an advisory “say-on-pay” proposal, and ratified the company’s independent auditor. Chief Executive Officer and President Christopher Constant also highlighted 2025 investment activity, portfolio diversification efforts, and the company’s capital position entering 2026.

Stockholder proposals approved

Constant opened the meeting by introducing the director nominees and members of management participating, including Howard Safenowitz (Chairman), Milton Cooper, Philip Coviello, Evelyn Infurna, and Mary Lou Malanoski, along with executives Joshua Dicker, Brian Dickman, RJ Ryan, and Eugene Shnayderman. Representatives from PricewaterhouseCoopers LLP, the company’s independent registered public accounting firm, also attended.

Joshua Dicker, the company’s Executive Vice President, General Counsel, and Secretary, served as Inspector of Elections and reported preliminary vote results, subject to final confirmation. According to Dicker:

• Proposal 1: All director nominees were elected, each receiving “the affirmative vote of a plurality of the total votes cast.”
• Proposal 2: The advisory vote to approve named executive officer compensation received “the affirmative vote of a majority of all votes cast” on the proposal. Dicker said the board “will give this stockholder vote due consideration.”
• Proposal 3: Stockholders approved the ratification of PricewaterhouseCoopers LLP as independent auditor for the year ending Dec. 31, 2026, with “the affirmative vote of a majority of all the votes cast.”

The company said the final vote report will be included in a Form 8-K filing with the Securities and Exchange Commission.

CEO highlights 2025 investment activity and growth

In business remarks following the formal meeting, Constant said Getty’s performance is supported by “our knowledge of the convenience and automotive retail sectors, our direct sale-leaseback approach to real estate acquisitions, and the unwavering commitment of our team to achieve our long-term objectives.”

He said that in 2025 the company “underwrite[d] a record $7 billion of real estate” and “ultimately deploy[ed] $270 million at attractive yields.” Constant attributed the year’s results to a “consistent investment approach, active portfolio management, and well-timed capital markets activities,” which he said contributed to portfolio expansion and diversification, “an almost 12% increase in our annualized base rent,” “a 3.8% increase in our adjusted funds from operations per share,” and “a healthy increase in our recurring dividend to shareholders.”

Constant said the $270 million of 2025 investments included the acquisition of 73 properties for $255 million with an initial weighted average lease term of 16 years, plus $14 million of incremental development funding. He reported an initial cash yield of 7.9% on these investments.

Sector expansion and tenant diversification

Constant outlined several areas of investment emphasis during the year, including:

• A $100 million sale-leaseback for 12 assets in the Houston, Texas market with regional community store chain Now & Forever.
• The company’s first “platform investment” in the collision center sector, including a commitment to fund up to $82.5 million for construction of up to 11 “new to industry” collision centers with a top-three operator in the sector.
• A record year of investments in drive-through quick service restaurants, totaling nearly $40 million across 28 properties, representing about 15% of closed investment volume, according to Constant.
• Initial investments in travel centers in partnership with certain existing tenants expanding into large-format community stores and travel centers.
• A transaction-sourcing strategy where more than 90% of investments were negotiated directly with tenants, and the addition of 13 new tenants during the year.

Capital markets activity and balance sheet position

To fund growth, Constant said Getty raised “nearly $300 million of long-term debt and permanent equity capital” in 2025. He cited several actions, including expanding the company’s revolving credit facility to $450 million and extending its maturity to 2029, as well as issuing $250 million of 10-year senior unsecured notes at a fixed rate of 5.76%.

He also noted that in February 2026 the company completed a forward equity offering raising $130 million “at an attractive net cost to the company.”

Constant said that as a result of the strategy, Getty now has “the most diversified portfolio in terms of tenants, sectors, and geographies in the company’s history.” He added that since 2019 the company has added 49 new tenants and that more than 30% of annual base rent now comes from non-convenience and gas properties.

Constant described the current portfolio as “nearly 1,200 properties” spanning 45 states, with 99.7% occupancy, an initial weighted average lease term of more than 10 years, and “no material lease expirations until 2029.”

Outlook for 2026 and meeting close

Looking ahead, Constant said the company is seeing a “strong start to the year,” with underwriting “ahead of last year’s pace” and a “significant pipeline of opportunities” under contract or in underwriting or negotiation. He also emphasized liquidity, stating the company has “more than $170 million of unsold forward equity” and that the $450 million revolver is “completely undrawn.”

No stockholder questions were submitted through the web portal during the meeting, according to Dicker. The meeting concluded shortly thereafter.

About Getty Realty NYSE: GTY

Getty Realty Corp is a publicly traded real estate investment trust (REIT) that specializes in the acquisition, ownership and leasing of service station and convenience retail properties. The company's portfolio consists primarily of fee-simple and ground-leased sites, which are leased to major national and regional fuel and convenience store operators under long-term, triple-net leases. This structure provides Getty Realty with a stable stream of contractual rental income and limited operational responsibilities.

Founded in 1981, Getty Realty became a publicly listed company in 2005 and trades on the New York Stock Exchange under the ticker symbol GTY.

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