Getty Realty (GTY) Prices 3.5M Share Offering at $30.10/sh

Getty Realty Corp. (NYSE: GTY) (the “Company”) today announced the pricing of an underwritten public offering of 3,500,000 shares of its common stock, sold on a forward basis in connection with the forward sale agreements described below, at a public offering price of $30.10 per share. The forward purchasers (or their affiliates) and the Company have also granted the underwriters of the offering a 30-day option to purchase up to an additional 525,000 shares of common stock. The offering is expected to close on July 31, 2024, subject to customary closing conditions.

BofA Securities, J.P. Morgan and KeyBanc Capital Markets acted as joint book-running managers for the offering. Goldman Sachs & Co. LLC and TD Securities acted as book-running managers for the offering. Baird, Capital One Securities, Citizens JMP and BTIG acted as co-managers for the offering.

In connection with the offering of shares of its common stock, the Company expects to enter into forward sale agreements with each of BofA Securities, J.P. Morgan and KeyBanc Capital Markets (or their respective affiliates), each referred to in this capacity as the forward purchaser. In connection with such forward sale agreements, the forward purchasers (or their affiliates) are expected to borrow from third parties and sell to the underwriters an aggregate of 3,500,000 shares of the Company’s common stock (or 4,025,000 shares if the underwriters’ option is exercised in full and the Company elects to execute additional forward sale agreements). Pursuant to the terms of each forward sale agreement, and subject to its right to elect cash or net share settlement, the Company is obligated to issue and deliver, upon physical settlement of such forward sale agreement on one or more dates specified by the Company, the number of shares of the Company’s common stock underlying such forward sale agreement in exchange for a cash payment per share equal to the forward sale price under such forward sale agreement. The Company expects to physically settle the forward sale agreements and receive proceeds, subject to certain adjustments, from the sale of its shares of common stock upon one or more such physical settlements within approximately one year from the date of the prospectus supplement relating to the offering.

The Company will not initially receive any proceeds from the sale of shares of its common stock by the forward purchasers (or their affiliates). The Company intends to use the net proceeds from the offering and the net proceeds, if any, received upon the settlement of the forward sale agreements to fund property acquisitions, to repay indebtedness outstanding under its revolving credit facility, for working capital and other general corporate purposes, or a combination of the foregoing.

An automatic shelf registration statement on Form S-3 relating to the public offering of the shares of common stock described above was filed with the Securities and Exchange Commission (the “SEC”) and became effective on January 5, 2024. A preliminary prospectus supplement relating to the offering has been filed with the SEC. When available, copies of the prospectus supplement and related base prospectus for the offering may be obtained on the website of the SEC, www.sec.gov, or by contacting BofA Securities, NC1-022-02-25, 201 North Tryon Street, Charlotte, North Carolina 28255-0001, Attention: Prospectus Department, email: [email protected]; J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 or by email at : [email protected] and [email protected]; or KeyBanc Capital Markets Inc., Attn: Equity Syndicate, 127 Public Square, 7th Floor, Cleveland, Ohio 44114, phone: 1(800) 859-1783.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any shares of common stock, nor shall there be any sale of such common stock in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

The offering of these securities may be made only by means of a prospectus and related prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

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