GETTY REALTY CORP MD
For the period ended Dec 31, 2023. Filed Feb 15, 2024.
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FY2023 · Filed Feb 15, 2024
GTY$28.82+0.9%Stored close · as of Nov 9, 2026
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Exhibit Index
GETTY REALTY CORP.
Annual Report on Form 10-K
for the year ended December 31, 2023
| ExhibitNumber | 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 (File No. 333- 44065) 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 (File No. 001-13777) 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 (File No. 001-13777) 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 (File No. 001-13777) 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 (File No. 001-13777) 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 (File No. 001-13777) 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 (File No. 001-13777) 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 (File No. 001-13777) 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 (File No. 001-13777) 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 (File No. 333-114730) 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 (File No. 001-13777) 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 (File No. 001-13777) and incorporated herein by reference. |
| ExhibitNumber | Description of Document | Location of Document |
| 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 (File No. 001-13777) and incorporated herein by reference. |
| 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 (File No. 001-13777) and incorporated herein by reference. |
| 10.5* | Form of Restricted Stock Unit Grant Award under the 2004 Getty Realty Corp. Third Amended and Restated 2004 Omnibus Incentive Compensation Plan. | Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on July 29, 2021 (File No. 001-13777) and incorporated herein by reference. |
| 10.6 | 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 (File No. 001-13777) and incorporated herein by reference. |
| 10.7*** | 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 (File No. 001-13777) and incorporated herein by reference. |
| 10.8*** | Sixth Amended and Restated Note Purchase and Guarantee Agreement, dated as of February 22, 2022, among Getty Realty Corp., Prudential and certain of its affiliates. | Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on April 28, 2022 (File No. 001-13777) and incorporated herein by reference. |
| 10.9*** | 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 (File No. 001-13777) and incorporated herein by reference. |
| 10.10*** | 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 (File No. 001-13777) and incorporated herein by reference. |
| 10.11*** | Note Purchase and Guarantee Agreement dated as of February 22, 2022 among Getty Realty Corp. and New York Life Insurance Company and certain of its affiliates. | Filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on April 28, 2022 (File No. 001-13777) and incorporated herein by reference. |
| 10.12*** | 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 (File No. 001-13777) and incorporated herein by reference. |
| 10.13 | Distribution Agreement, dated as of February 24, 2023, byand among Getty Realty Corp. and each of J.P. MorganSecurities LLC, JPMorgan Chase Bank, NationalAssociation, BofA Securities, Inc., Bank of America, N.A.,Goldman Sachs & Co. LLC, KeyBanc Capital Markets Inc.,Robert W. Baird & Co. Incorporated, BTIG, LLC, CapitalOne 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 1-13777) and incorporated herein by reference. |
| 10.14 | Form of Master Forward Confirmation | Filed as Exhibit 1.2 to the Company’s Current Report on |
| ExhibitNumber | Description of Document | Location of Document |
| Form 8-K filed on February 24, 2023 (File No. 001-13777)and incorporated herein by reference. | ||
| 10.15 | Underwriting Agreement, dated February 28, 2023, by and among Getty Realty Corp., BofA Securities, Inc., Bank of America, N.A., J.P. Morgan Securities LLC and JPMorganChase Bank, National Association | Filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on March 3, 2023 13777) and incorporated herein by reference. |
| 10.16 | Forward Confirmation, dated February 28, 2023, 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 March 3, 2023 (File No. 001-13777) and incorporated herein by reference. |
| 10.17 | 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 March 3, 2023 (File No. 001-13777) and incorporated herein by reference. |
| 10.18 | Forward Confirmation, dated March 1, 2023, by and among Getty Realty Corp. and Bank of America, N.A. | Filed as Exhibit 1.4 to the Company’s Current Report on Form 8-K filed on March 3, 2023 (File No. 001-13777) and incorporated herein by reference. |
| 10.19 | Forward Confirmation, dated March 1, 2023, by and among Getty Realty Corp. and JPMorgan Chase Bank, National Association | Filed as Exhibit 1.5 to the Company’s Current Report on Form 8-K filed on March 3, 2023 (File No. 001-13777) and incorporated herein by reference. |
| 10.20 | 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 (File No. 001-13777) and incorporated herein by reference. |
| 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. |
| ExhibitNumber | 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 omitted and filed separately with the SEC.
*** Certain portions of this exhibit (indicated by “[***]”) have been omitted because they are not material.
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 our 2023 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, 9 th 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 our 2023 Annual Report on Form 10-K.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.