2 0 2 5
A NNUA L
REPOR T
Getty Realty Corp. (NYSE: GTY) 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
December 31, 2025, the Company’s portfolio included 1,174 properties
in 44 states across the United States plus Washington, D.C.
C O N V E N I E N C E A U T O M O T I V E R E TA I L
1
GETTY REALTY 2025 Annual Report
Financial Highlights
(for the years ended December 31)
2025
2024
2023
Number of Properties
1,174
1,118
1,093
Total Revenues
$
221,727
$
203,391
$
185,846
Adjusted Funds from Operations
$
141,439
$
130,793
$
115,808
Adjusted Funds from Operations Per Share
$
2.43
$
2.34
$
2.25
Dividends Per Share
$
1.90
$
1.82
$
1.74
$221M
ABR
99.7%
Occupied
9.9
Years WALT
61%
Top 50 MSA
2.5X
Tenant Rent Coverage
69%
Corner Locations
2
As I reflect on our achievements over the past year,
I believe our continued success stems directly from
our disciplined strategy, which is supported by three
key elements: our confidence in the convenience
and automotive retail sector, our direct sale-
leaseback approach to real estate acquisitions, and
the unwavering commitment of our team to achieve
our long-term objectives. In 2025, we aggressively
pursued transaction opportunities in our core sectors
and leveraged improved processes and systems to
underwrite approximately $7 billion of real estate,
ultimately deploying $270 million at attractive yields
that will contribute to our growth in the coming years.
Our consistent investment approach, active portfolio
management, and well-timed capital markets
activities led to a strong year of portfolio expansion
and diversification, revenue and earnings growth,
and a healthy increase in our recurring dividend to
shareholders.
Looking ahead, while we cannot control the broader
factors that will determine the direction of the U.S.
economy, I can assure you that the Getty team
is constantly providing existing and prospective
tenants with thoughtful real estate underwriting, and
creatively structured sale-leaseback and development
funding capital. We enter 2026 with the largest and
most diversified portfolio in the Company’s history,
along with more than $500 million of capital available
for investment. Given this strong foundation, we
anticipate continued acceleration in our investment
momentum, positioning us to deliver another
successful year of earnings and portfolio growth.
Executing our Investment Strategy
I am pleased to report that our investment activity
in 2025 extended the Company’s track record of
sourcing and acquiring high-quality convenience and
automotive retail real estate to produce significant
portfolio growth. For the year, we invested
approximately $270 million, including the acquisition
of 73 properties for $255 million with an initial
weighted average lease term of 16 years, and $14
million of incremental development funding. The
initial cash yield on our 2025 investments was 7.9%.
Christopher J. Constant
President and Chief Executive Officer
Dear Shareholders,
In 2025, I celebrated my 15th
anniversary at Getty. I am
privileged to lead an organization
of dedicated professionals,
proud of the platform we have
built, and truly excited by our
vision for the future.
3
GETTY REALTY 2025 Annual Report
$100 Million Convenience Store Portfolio in
Houston, TX. In October, we closed a sale-leaseback
transaction under which we acquired 12 convenience
stores and entered into a long-term, net lease with
Now & Forever, a regional convenience store chain
located in Houston, TX. With the closing of this
acquisition, we have now acquired more than 60
properties generating nearly $25 million of ABR in
Texas over the last five years.
Inaugural Platform Investment in Collision
Centers. There are more than 35,000 collision
centers across the United States, and the sector
remains ripe for growth and consolidation as the
top three operators control less than 10% of the
market. We have worked diligently to develop
new relationships with collision center operators,
and in January, we signed an up to $82.5 million
development funding agreement for up to 11
new-to-industry collision center locations. We
expect many of these sites to open in 2026 and
look forward to building on our momentum in this
automotive service vertical.
Record Year of Investments in Drive-Thru Quick
Service Restaurants. In February, we allocated
additional resources to our investment team to
focus on sourcing and closing investments in the
QSR sector. This resulted in a record year of QSR
investments for Getty as we invested nearly $40
million in 28 drive-thru quick-serve restaurants,
representing approximately 15% of our closed
investment volume for the year.
Initial Investments in Travel Centers. Certain
Getty tenants have expanded their store networks by
building or acquiring large format convenience stores
and travel centers. We view this as a natural extension
of our investment thesis and were thrilled to partner
with our tenants to acquire four travel centers for $47
million in 2025. We are underwriting several attractive
opportunities with existing and new tenants and look
forward to adding additional travel centers to the
portfolio in the new year.
Prioritizing Investments in Top MSAs. In 2025,
we continued to allocate capital to dense and
growing markets. More than 75% of our investment
volume was in top 100 MSAs around the U.S., and
we increased our exposure to a number of attractive
metropolitan areas, including Houston (TX), Memphis
(TN), Dallas (TX), San Antonio (TX), Las Vegas (NV),
and Atlanta (GA).
Thriving Relationship-Based Transaction Model.
We lean heavily on business development to source
attractive opportunities in our target industries. As a
continued demonstration of the successful execution
of our differentiated strategy, more than 90% of our
closed transactions in 2025 were negotiated directly
with tenants (vs. acquiring existing, in-places leases
from a third party) and we added 13 new tenants to
our portfolio during the year.
Strong Investment Pipeline. At this time, I am
pleased to report that we had approximately $100
million of investments under contract, the majority
of which we expect to fund by the end of 2026, and
the team is actively negotiating and underwriting a
number of significant new opportunities.
While each transaction is important to us, our most
noteworthy accomplishments in 2025 include:
4
Notably, we further diversified our portfolio across
property types, geographies, and tenants within our
targeted retail sectors, leveraging our deep sector
knowledge and relationships.
Continued Portfolio Enhancement
The net result of executing on our investment
strategy is that Getty has the most diversified
portfolio, in terms of tenants, sectors and
geographies, in the Company’s history. Since the
onset of our current investment strategy in 2019,
we have added 49 new tenants to our portfolio and
diversified our rental streams by sector, with more
than 30% of our ABR coming from non-convenience
and gas properties, compared to only 3% before we
began investing in our additional convenience and
automotive retail categories.
We also continued to proactively optimize our
portfolio through active asset management. In 2025,
we sold 13 properties for $19 million and completed
two redevelopment and revenue-enhancing capex
projects, including a new-to-industry quick service oil
change center.
As of year-end 2025, our portfolio of 1,174
freestanding retail properties spans 44 states across
the U.S, is 99.7% occupied, has a weighted average
initial lease term of 9.9 years, and has no material
lease expirations until 2027.
Opportunistic Capital Markets Execution
Getty remained active in the debt and equity capital
markets in 2025 raising nearly $300 million of long-
term debt and permanent equity capital. Notably, we
enter 2026 with more than $500 million of liquidity,
or “dry powder” for acquisitions. Our capital markets
activity reflects our disciplined, but growth-oriented
approach to balance sheet management.
5
GETTY REALTY 2025 Annual Report
Pro Active Debt Transactions. In January, we
increased our revolving credit facility to $450
million and extended the maturity date to January
2029. As part of the transaction, we used the
increased capacity to repay the $150 million
term loan that was set to mature in October, and
added several new lenders to our facility. More
recently, in November, we issued $250 million of
senior unsecured notes with a ten-year term and
a fixed interest rate of 5.76%. These notes funded
in January 2026, and we used the proceeds to
repay all amounts outstanding under the revolver –
meaning we have the full $450 million of revolver
capacity available. Pro forma for the funding of the
notes, the weighted average cost of our debt is
4.5%, our weighted-average debt maturity is 6.2
years, and we have no debt maturities until 2028.
Opportunistic Equity Raises. During 2025, we
deployed more than $135 million of equity that
we previously raised at attractive share prices
to fund our growth. In addition, we selectively
used our At-the-Market equity program to raise
an additional $42 million in aggregate. The
combination of our 2025 issuances and capital
previously raised leaves Getty with 2.1 million
shares subject to outstanding forward equity
agreements, which provides approximately $63
million for future investments.
Convenience Stores
Express Tunnel Car Wash
Auto Service Centers
Drive Thru QSRs
Auto Parts & Other
Legacy Gas & Repair
$221 ABR
12/31/25
$117 ABR
Portfolio Composition
82%
20%
6%
15%
7%
64%
3%
<1%
1%
<1%
<1%
<1%
+ Car Wash
in 2019
+ Auto Service
in 2021
+ Drive Thru
QSR in 2023
12/31/19
6
Strong Financial Performance
and Dividend Growth
The net result of our strong transaction and capital
markets execution combined with opportunistic
divestitures and completed redevelopment projects,
was an 11.8% increase in our ABR to $221.2 million
and a 3.8% increase in our AFFO/share to $2.43.
Based on Getty’s financial performance and outlook,
the Board increased our dividend by 3.2% to an
annualized rate of $1.94 per share – making 2025
the 11th consecutive year that the Company has
rewarded shareholders with a significant dividend
increase. The dividend remains well covered and is
supported by the stability of our in-place portfolio and
our expectation of continued growth in AFFO.
Continued Evolution at Getty
In 2025, Mark Olear, Getty’s Executive Vice
President, Chief Operating Officer and Chief
Investment Officers announced his intention to retire
at the end of February 2026. Mark’s knowledge
National Footprint with
Concentrations in High Density
Metropolitan Areas
17%
% of ABR
0%
12%
New York
6%
Washington, D.C.
7%
Houston
4%
Boston
4%
Columbia (SC)
7
GETTY REALTY 2025 Annual Report
of retail real estate and strong leadership have
been critical to our success. In addition to helping
Getty expand into new asset classes, Mark
was instrumental in creating our redevelopment
program. Mark and I have worked as a team
over the last decade to advance the Company’s
strategic objectives and I will miss his guidance on
our real estate activities. Mark plans to continue
working with Getty as a consultant and he will have
primary responsibility for sourcing and executing
redevelopment projects. I hope you join me in
congratulating Mark on a successful 40+ year real
estate career.
I am excited to announce that we have promoted
Robert “RJ” Ryan to be our new Chief Investment
Officer. RJ joined Getty in 2016 as Director of
Real Estate and, since 2018, he has been a critical
member and effective leader of our acquisitions
team. RJ has already assumed additional
responsibilities, and I have no doubt that he will be
successful in his new role with the Company.
Accelerating Growth as we Look Ahead
We continue to benefit from the investments we
make in our people and technology. In 2025, we
added several new key team members in all areas
of the Company and, I can say with confidence,
we have the strongest team in Getty’s history.
We also accomplished two key elements of our
comprehensive information technology overhaul,
including the initial implementations of a document
management system and an integrated data
warehouse, the latter of which provides real
time access to portfolio information and property
dashboards.
Our differentiated strategy, which prioritizes
sourcing direct transactions to acquire high quality,
convenience and automotive retail real estate to
help tenants expand their businesses and enter new
markets across the U.S., has created significant
AFFO Per Share
‘21
‘22
‘23
‘24
‘25
$2.08
$2.14
$2.25
$2.34
$2.43
Dividends Per Share
‘21
‘22
‘23
‘24
‘25
$1.58
$1.66
$1.74
$1.82
$1.90
8
growth and value for our shareholders. As we look
ahead, our path to accelerating our growth is well
defined as we expand our relationships, extend our
underwriting to new opportunities, and further refine
our processes with the help of data driven analysis to
ensure we are making sound investment decisions.
Thank You!
As always, I want to thank the dedicated team at
Getty for prioritizing collaboration, efficiency, strategic
thinking, and excellence. We executed our business
plan in 2025, delivered strong results which produced
revenue and earnings growth, and positioned the
Company for continued success in 2026 and beyond.
I also want to thank the Board of Directors for their
ongoing support. I am proud of our results and
excited for the future of the Company. I look forward
to another year of growth and success for Getty!
Best Regards,
Christopher J. Constant
President and Chief Executive Officer
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
շ
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
ն
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
incorporation or organization)
(I.R.S. employer
identification no.)
292 Madison Avenue, 9th Floor
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 շ
No ն
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 ն
No շ
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 շ
No ն
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 շ
No ն
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
շ
Accelerated filer
ն
Non-accelerated filer
ն
Smaller reporting company
ն
Emerging growth company
ն
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. ն
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. շ
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. ն
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). ն
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ն
No շ
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
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
3
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;
4
•
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.
5
PART I
Item 1. Business
Company Profile
Getty Realty Corp. (“Getty Realty,” “we,” “us,” “our” and the “Company”) (NYSE: GTY), a Maryland corporation, is a
publicly traded, net lease real estate investment trust (“REIT”) specializing in the acquisition, financing and development of
convenience, automotive and other single tenant retail real estate. Our predecessor was founded in 1955 and our common stock was
listed on the New York Stock Exchange (“NYSE”) in 1997. Unless otherwise expressly stated or the context otherwise requires, the
“Company,” “we,” “us,” and “our” as used herein refer to Getty Realty and its owned and controlled subsidiaries.
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. Our
1,174 properties as of December 31, 2025 are located in 44 states and Washington, D.C., and our tenants operate under a variety of
national and regional retail brands. We are internally managed by our management team, which has extensive experience acquiring,
financing, developing and managing convenience, automotive and other single tenant retail real estate.
We elected to be treated as a REIT under the federal income tax laws beginning January 1, 2001. The Internal Revenue Code
permits a qualifying REIT to deduct dividends paid, thereby effectively eliminating corporate level federal income tax and making the
REIT a pass-through vehicle for federal income tax purposes if certain REIT qualifications are met. To meet the applicable
requirements of the Internal Revenue Code, 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. As a REIT, we are required to distribute at least 90% of our taxable income to our stockholders each year and would
be subject to corporate level federal income taxes on any taxable income that is not distributed.
Our Company is headquartered in New York, New York and as of February 12, 2026, we had 31 employees.
Recent Developments
Our investment strategy is predicated on the belief that automobility will remain the dominant form of consumer transportation
in the United States and that mobile consumers increasingly prioritize convenience, speed, and service. During the year ended
December 31, 2025, we continued to grow and diversify our portfolio of convenience, automotive and other freestanding retail
properties through acquisitions of existing properties and development funding advances for the construction of new-to-industry
assets. We were able to accretively fund this investment activity through thoughtful capital markets execution that included the
strategic deployment of previously raised equity capital subject to forward sales agreements, active use of our ATM Program, and the
issuance of new senior unsecured notes.
Portfolio Activities
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. As a result of this investment activity, we added 13 new tenants to our portfolio, expanded our
relationships with several existing tenants, and added or increased exposure to a number of attractive metropolitan areas, including
Houston (TX), Memphis (TN), Dallas (TX), San Antonio (TX), Las Vegas (NV), and Atlanta (GA).
During the year ended December 31, 2025, we sold 13 properties that generated gross proceeds of $18.3 million and reduced
our exposure to certain properties, tenants, and/or geographies that no longer met our long-term investment criteria. We also
completed two redevelopment and revenue-enhancing capex projects, including a new-to-industry quick service oil change center.
For additional information regarding our property acquisitions and dispositions, see Note 12 and Note 13 in “Item 8. Financial
Statements and Supplementary Data” in this Annual Report on Form 10-K.
Capital Markets Activities
During the year ended December 31, 2025, we settled approximately 4.7 million shares of common stock subject to forward
sales agreements for net proceeds of approximately $135.3 million, and entered into new forward sales agreements under our ATM
Program to sell approximately 1.5 million shares of common stock for anticipated gross proceeds of approximately $41.6 million.
As of December 31, 2025, we had a total of approximately 2.1 million shares of common stock subject to outstanding forward
sales agreements, which upon settlement are anticipated to raise gross proceeds of approximately $62.6 million.
6
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.
7
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.
8
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.
9
•
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.
10
•
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
11
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,
12
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
13
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.
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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.
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•
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
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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.
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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.
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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
19
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.
20
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
21
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
22
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.
23
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.
24
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
Getty Realty
Leased by
Getty Realty
Total
Properties
by State
Percent
of Total
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%
25
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
Leases
Expiring
Percent of
Total Leased
Properties
Percent
of Total
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
Properties (a)
ABR (b)
Percentage
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%
(a) Reflects certain properties that have multiple leases.
(b) 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.
26
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
27
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.
28
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.
29
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Capital Stock
Our common stock is traded on the New York Stock Exchange (symbol: GTY). There were approximately 60,338 beneficial
holders of our common stock as of January 30, 2026, of which approximately 744 were holders of record.
For a discussion of potential limitations on our ability to pay future dividends see “Item 1A. Risk Factors—Risks Related to
Ownership of Our Securities—We may change our dividend policy and the dividends we pay may be subject to significant change”
and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital
Resources” in this Annual Report on Form 10-K.
Issuer Purchases of Equity Securities
None.
Sales of Unregistered Securities
None.
Stock Performance Graph
Comparison of Five-Year Cumulative Total Return*
12/31/2020
12/31/2021
12/30/2022
12/29/2023
12/31/2024
12/31/2025
Getty Realty Corp.
$
100.00
$
122.76
$
137.09
$
125.17
$
137.49
$
133.54
Standard & Poor's 500
100.00
126.89
102.22
126.99
156.59
182.25
Peer Group
100.00
135.95
114.81
127.02
142.89
146.52
Assumes $100 invested at the close of the last day of trading on the New York Stock Exchange on December 31, 2020, in Getty
Realty Corp. common stock, Standard & Poor’s 500 and Peer Group.
* Cumulative total return assumes reinvestment of dividends. Source: SNL Financial.
30
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
31
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
32
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.
33
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
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
(a) 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
34
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
$
20,916
Interest on notes and mortgages receivable
2,142
4,722
(2,580)
Operating expenses:
Property costs
8,745
14,859
(6,114)
Impairments
2,817
3,966
(1,149)
Environmental
1,950
585
1,365
General and administrative
27,268
25,265
2,003
Depreciation and amortization
61,934
54,984
6,950
Other items:
Gains on dispositions of real estate
7,772
6,038
1,734
Interest expense
46,374
39,272
7,102
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
$
21,176
Revenue recognition adjustments
7,229
1,692
5,537
Tenant reimbursement income
5,056
10,853
(5,797)
Total revenues from rental properties
219,585
198,669
20,916
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.
35
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
$
(6,160)
Leasing and redevelopment expenses
688
642
46
Total property costs
8,745
14,859
(6,114)
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.”
36
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
$
(3,058)
Net cash flow used in investing activities
(241,890)
(200,469)
(41,421)
Net cash flow provided by financing activities
113,607
78,296
35,311
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.
37
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”.
38
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
Date
Interest
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
(a) 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.
39
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.
40
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.
41
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.
42
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.
43
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.
44
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.
45
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
46
GETTY REALTY CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
December 31,
2025
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
The accompanying notes are an integral part of these consolidated financial statements.
47
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.
48
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
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
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.
49
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
50
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
51
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.
52
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.
53
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.
54
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
Leases
Direct
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.
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The following presents the lease-related assets and liabilities (in thousands):
December 31,
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%
(a) 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,
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,
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
Leases
Direct
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
56
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
57
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
58
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
59
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
Date
Interest
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
(a) 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,
60
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
61
(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
Unsecured
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
(a) 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
62
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
63
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
64
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:
65
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):
Common Stock
Accumulated
Other
Comprehensive
Additional
Paid-in
Dividends
Paid in Excess
Shares
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
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.
66
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
67
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.
68
The following is a schedule of the activity relating to RSUs outstanding:
Number of
Fair Value
RSUs
Outstanding
Amount
(in thousands)
Average
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
RSUs Vested
Fair Value
(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.
69
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
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
70
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
Price
Land
Buildings &
Improve-
ments
In-Place
Leases
Intangible
Market Lease
Assets
Intangible
Market
Lease
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)
71
(a) 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
Price
Land
Buildings &
Improve-
ments
In-Place
Leases
Intangible
Market Lease
Assets
Intangible
Market
Lease
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)
(a) 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
Amount
Accumulated
Amortization
Net Carrying
Amount
Gross Carrying
Amount
Accumulated
Amortization
Net Carrying
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
(a) 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.
72
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
Leases
Below-Market
Leases
In-Place
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.
73
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.
74
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.
75
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.
76
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.
77
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 10̻K and incorporated herein by reference.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None
78
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Information with respect to our executive officers is incorporated herein by reference to information under the heading
“Executive Officers” in the Proxy Statement. Information with respect to compliance with Section 16(a) of the Exchange Act is
incorporated herein by reference to information under the heading “Security Ownership of Certain Beneficial Owners And
Management of Shares” in the Proxy Statement. Information with respect to directors, the Audit Committee and the Audit Committee
financial expert, and procedures by which stockholders may recommend nominees to the Board of Directors in response to this item is
incorporated herein by reference to information under the headings “Election of Directors” and “ Committees” in the Proxy Statement.
Information with respect to our Code of Ethics is incorporated herein by reference to information under the headings “Corporate
Responsibility” and “Corporate Governance and Related Matters” in the Proxy Statement.
We have insider trading policies and procedures that govern the purchase, sale and other dispositions of our securities by our
directors, officers and employees that we believe are reasonably designed to promote compliance with insider trading laws, rules and
regulations, and any applicable listing standards.
Item 11. Executive Compensation
Information in response to this item is incorporated herein by reference to information under the heading “Executive
Compensation” in the Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information in response to this item is incorporated herein by reference to information under the heading “Security Ownership
of Certain Beneficial Owners and Management of Shares” and “Executive Compensation – Equity Compensation Plans” in the Proxy
Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence
There were no such relationships or transactions to report for the year ended December 31, 2025.
Information with respect to director independence is incorporated herein by reference to information under the heading
“Corporate Governance and Related Matters – Independence of Directors” in the Proxy Statement.
Item 14. Principal Accountant Fees and Services
Information in response to this item is incorporated herein by reference to information under the heading “Ratification of
Appointment of Independent Registered Public Accounting Firm” in the Proxy Statement.
79
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) (1) Financial Statements
Information in response to this Item is included in “Item 8. Financial Statements and Supplementary Data” in this Annual
Report on Form 10-K.
(a) (2) Financial Statement Schedules
The following Financial Statement Schedules are included beginning on page 80 of this Annual Report on Form 10-K.
Schedule III — Real Estate and Accumulated Depreciation and Amortization as of December 31, 2025
Schedule IV — Mortgage Loans on Real Estate as of December 31, 2025
(a) (3) Exhibits
Information in response to this Item is incorporated herein by reference to the Exhibit Index on page 101 in this Annual Report
on Form 10-K.
Item 16. Form 10-K Summary
None.
80
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
81
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
82
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
83
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
84
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
85
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
86
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
87
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
88
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
89
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
90
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
91
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
92
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
93
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
94
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
95
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
96
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
97
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
98
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
a)
Initial cost of acquisition or leasehold investment represents the aggregate costs incurred during the year in which we purchased
the property or leasehold interest.
b)
Cost capitalized subsequent to initial investment includes investments made in previously leased properties prior to their
acquisition.
c)
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.
99
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
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
(a) P & I = principal and interest paid monthly. IO = Interest only paid monthly with principal deferred.
(b) Note is in the process of being refinanced or repaid.
(c) 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.
100
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
101
EXHIBIT INDEX
GETTY REALTY CORP.
Annual Report on Form 10-K
for the year ended December 31, 2025
Exhibit
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.
102
Exhibit
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
incorporated herein by reference.
103
Exhibit
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
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, Capital
One Securities, Inc., JMP Securities LLC, TD Securities
(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, 2023 and 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
Form 8-K filed on February 16, 2024
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.
104
Exhibit
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.
105
Exhibit
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.
106
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.
(Registrant)
By:
/s/ Brian Dickman
Brian Dickman
Executive Vice President, Chief Financial Officer and
Treasurer
(Principal Financial Officer)
February 12, 2026
By:
/s/ Eugene Shnayderman
Eugene Shnayderman
Chief Accounting Officer and Controller
(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
President, Chief Executive Officer and Director
(Principal Executive Officer)
February 12, 2026
Milton Cooper
Director
February 12, 2026
By:
/S/ Philip E. Coviello
By:
/S/ Howard Safenowitz
Philip E. Coviello
Director
February 12, 2026
Howard Safenowitz
Director and Chairman of the Board
February 12, 2026
By:
/S/ Mary Lou Malanoski
By:
/S/ Evelyn Infurna
Mary Lou Malanoski
Director
February 12, 2026
Evelyn Infurna
Director
February 12, 2026
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BOARD OF DIRECTORS
Christopher J. Constant
President and Chief Executive Officer
Getty Realty Corp.
Milton Cooper
Chairman Emeritus of the
Board of Directors
Kimco Realty Corporation
Philip E. Coviello
Retired Partner
Latham & Watkins LLP
Evelyn León Infurna
Vice President,
Investor Relations
Northern Oil and Gas, Inc.
Mary Lou Malanoski
Chief Financial Officer
S2k Holdings
Howard B. Safenowitz
President
Safenowitz Family Corp.
EXECUTIVE OFFICERS
Christopher J. Constant
President and Chief Executive Officer
Joshua Dicker
Executive Vice President,
General Counsel and Secretary
Brian R. Dickman
Executive Vice President,
Chief Financial Officer
and Treasurer
Robert J. Ryan
Senior Vice President
Chief Investment Officer
Effective March 1, 2026
CORPORATE INFORMATION
Annual Meeting of Shareholders
April 21, 2026
Virtual Meeting
Investor Relations
(646) 349-0822
ir@gettyrealty.com
Independent Auditor
PricewaterhouseCoopers LLP
New York, NY
Transfer Agent
Computershare Inc.
462 South 4th Street,
Suite 1600
Louisville, KY 40202
(800) 368-5948
www.computershare.com
Corporate Headquarters
Getty Realty Corp.
292 Madison Avenue,
9th Floor
New York, NY 10017
(646) 349-6000
www.gettyrealty.com
GETTY REALTY CORP.
292 Madison Avenue, 9th Floor
New York, NY 10017