Highlights

  • Getty Realty Corp priced a public offering of 4 million common shares for approximately USD 131 million.
  • Forward sale agreements could allow underwriters to acquire up to 4.6 million shares within 30 days.
  • Proceeds from the offering are intended for property acquisitions, debt repayment, and general corporate purposes.

Getty Realty Corp (NYSE:GTY) shares closed at USD 33.83 on February 17, 2026, up 1.77% on the day. The REIT specializes in net lease convenience and automotive retail properties, drawing investor attention ahead of its latest public offering.

Public Offering Details
Getty Realty announced an underwritten public offering of 4,000,000 shares of common stock on a forward sale basis, targeting gross proceeds of approximately USD 131M. The underwriters, J.P. Morgan and Wells Fargo Securities, have also been granted a 30-day option to purchase up to an additional 600,000 shares, potentially increasing total shares sold to 4.6 million. The offering is scheduled to close on February 19, 2026, pending customary closing conditions

Forward Sale Agreements Explained
In connection with the offering, Getty Realty will enter into forward sale agreements with J.P. Morgan Securities LLC and Wells Fargo Securities. Under these agreements, the forward purchasers (or their affiliates) are expected to borrow shares and sell them to underwriters.

Physical settlement of the forward sales will trigger Getty Realty to issue shares in exchange for cash at the forward sale price, subject to certain adjustments.

Timing and Initial Proceeds
Physical settlements under the forward sale agreements are expected to occur within approximately one year from the date of the prospectus supplement. Any net proceeds received at that time will contribute to corporate funding needs.

Intended Use of Funds
Proceeds from the offering and forward sale settlements are intended for multiple corporate purposes. These include:

  • Acquiring new properties
  • Repaying outstanding indebtedness under the revolving credit facility
  • Supporting working capital and general corporate requirements

This allocation reflects Getty Realty’s plan to maintain operational flexibility while funding growth initiatives.

Regulatory Compliance
An automatic shelf registration statement on Form S-3 was filed with the SEC and became effective on January 5, 2024. A preliminary prospectus supplement related to the offering has been filed and is publicly available through the SEC website or via the underwriters. The press release emphasizes that it does not constitute an offer to sell shares in jurisdictions where such sales would be unlawful prior to registration or qualification.

Getty Realty Corp is executing a USD 131M public offering with the potential to issue 4.6 million shares through forward sale agreements. Proceeds are earmarked for property acquisitions, debt repayment, and corporate purposes, following SEC-regulated disclosure procedures.

FAQs
Q1. When is the offering expected to close?
The offering is scheduled to close on February 19, 2026, pending customary closing conditions

Q2. How many shares could be sold in total?
If the underwriters’ 30-day option is fully exercised, up to 4.6 million shares may be issued.

Q3. What will the proceeds be used for?
Funds are allocated for property acquisitions, repayment of revolving credit facility debt, and general corporate purposes.