GETTY REALTY CORP /MD/

er 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 10‑K and incorporated herein by reference.