GETTY REALTY CORP MD
For the period ended Dec 31, 2024. Filed Feb 13, 2025.
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FY2024 · Filed Feb 13, 2025
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, 2024
| 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 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. |
| ExhibitNumber | 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 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 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 and incorporated herein by reference. |
| 10.7*** | 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. |
| 10.8*** | 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 herewith. |
| 10.9 | 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. |
| 10.10*** | 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. |
| 10.11*** | 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 herewith. |
| 10.12*** | 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. |
| 10.13*** | 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. |
| 10.14*** | 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. |
| ExhibitNumber | Description of Document | Location of Document |
| 10.15 | 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 and incorporated herein by reference. |
| 10.16 | 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. |
| 10.17 | Form of Master Forward Confirmation | Filed as Exhibit 1.3 to the Company’s Current Report onForm 8-K filed on February 16, 2024and incorporated herein by reference. |
| 10.18 | 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. |
| 10.19 | 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. |
| 10.20 | 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. |
| 10.21 | 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. |
| 10.22 | 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. |
| 10.23 | 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. |
| 10.24 | 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. |
| ExhibitNumber | Description of Document | Location of Document |
| 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. |
| 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 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, 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 this 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.