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What changed in GETTY REALTY CORP /MD/'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of GETTY REALTY CORP /MD/'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+408 added−441 removedSource: 10-K (2026-02-12) vs 10-K (2025-02-13)

Top changes in GETTY REALTY CORP /MD/'s 2025 10-K

408 paragraphs added · 441 removed · 357 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeCapital Markets Activities During the year ended December 31, 2024, we raised $164.8 million of gross equity proceeds through the sale of 5.4 million common shares subject to forward sales agreements, including 4.0 million shares ($121.2 million of gross proceeds) in a follow-on public offering and 1.4 million shares ($43.6 million of gross proceeds) through our ATM Program.
Biggest changeCapital 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.
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, see “Item 1A. Risk Factors” and “Liquidity and Capital Resources,” “Environmental Matters” and “Contractual Obligations” in “Item 7.
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. 7 For additional information, see “Item 1A. Risk Factors” and “Liquidity and Capital Resources,” “Environmental Matters” and “Contractual Obligations” in “Item 7.
Our predecessor was originally 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 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 triple-net lease tenants are directly responsible for compliance with environmental laws and regulations with respect to their operations at our properties. 7 We believe that our properties are in substantial compliance with federal, state and local provisions pertaining to environmental matters.
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.
Securities and Exchange Commission (“SEC”). 8 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.
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.
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 new 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.
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 32 redevelopment and revenue-enhancing capital expenditure projects.
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.
During the year ended December 31, 2024, 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.
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.
Our tenants either operate their businesses 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 who operate the businesses. For additional information regarding risks related to our tenants’ dependence on the performance of these industries, see “Item 1A.
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.
Our portfolio includes convenience stores, express tunnel car washes, automotive service centers (gasoline and repair, oil and maintenance, tire and battery, and collision), and certain other freestanding retail properties, including drive-thru quick service restaurants and automotive parts retailers.
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 1,118 properties as of December 31, 2024 are located in 42 states and Washington, D.C., and our tenants operate under a variety of national and regional 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.
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.
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, 2024, our weighted average remaining lease term, excluding renewal options, was 10.2 years.
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.
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 13, 2025, we had 29 employees.
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.
Over the last five years, we have acquired 296 properties for an aggregate purchase price of more than $1.0 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.
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.
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, without regard to gender, race and ethnicity, and are routinely recognized for outstanding performance.
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.
As of December 31, 2024, we also had one property under redevelopment and three properties were vacant. Human Capital Resources As of December 31, 2024, we had 29 full-time employees, all of which are located in our New York office. We are dedicated to conducting our business consistent with the highest standards of business ethics.
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.
Many of our properties are located at highly trafficked urban intersections or conveniently close to highway entrances or exit ramps. As of December 31, 2024, we leased 1,114 of our properties to tenants under triple-net leases, including 921 properties leased under 50 separate unitary or master triple-net leases, and 193 properties leased under single unit triple-net leases.
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.
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 appreciate the important role that our team and the Company play in the communities in which we live and operate.
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 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 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.
Our compensation program is designed to attract and retain talent, and includes the employee benefit plans described in Note 9 “Employee Benefit Plan” included in Part II, Item 8 in this Annual Report on Form 10-K. We continually assess and strive to enhance employee satisfaction and engagement.
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. 6 We continually assess and strive to enhance employee satisfaction and engagement.
Portfolio Activities During the year ended December 31, 2024, we invested $209.0 million in convenience and automotive retail properties, including the acquisition of 31 express tunnel car washes, 17 convenience stores, 19 automotive service centers, and four drive-thru quick service restaurants.
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.
We were able to accretively fund this investment activity through thoughtful capital markets execution that included a follow-on public equity offering, active use of our ATM Program, and the issuance of new senior unsecured notes.
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.
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 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.
As a result of this investment activity, we added eight 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 Austin (TX), Charlotte (NC), Houston (TX), and Richmond (VA).
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).
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. Climate Change As an organization, we are committed to the protection of our assets, communities, and the environment.
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.
Our typical property consists of approximately one acre of land in a larger metropolitan area and is used as a convenience store, express tunnel car wash, automotive service center, or certain other freestanding retail uses, including drive thru quick service restaurants and automotive parts retailers.
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.
During the year ended December 31, 2024, we also sold 31 properties that generated gross proceeds of $13.1 million and reduced our exposure to certain properties, tenants, and/or geographies that no longer met our long-term investment criteria, and completed the redevelopment of a legacy gasoline and repair station into a new fast casual restaurant.
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.
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, 2024, our portfolio included 1,118 properties, of which we owned 1,085 properties and leased 33 properties from third-party landlords.
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.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” 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.
Information available on our website shall not be deemed to be a part of this Annual Report on Form 10-K.
Our Business Conduct Guidelines and Employee Handbook govern our standards and policies with respect to our people, our partners, our health and safety, and our IT security.
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 also matched individual contributions made by our team members to more than 20 different charitable organizations serving a wide range of causes. 6 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.
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.
The new senior unsecured notes will be issued on February 25, 2025 and proceeds will be used to repay $50.0 million of senior unsecured notes that mature on February 25, 2025 and for general corporate purposes, including to fund investment activity. 5 For additional information regarding our equity issuance and notes private placement, see “Item 7.
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.
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We also closed the private placement of $125.0 million of new senior unsecured notes, including (i) $50.0 million of 5.52% senior notes due September 2029 and (ii) $75.0 million of 5.70% senior notes due February 2032.
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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. 5 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.
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Our properties are located in 42 states and Washington D.C. and include a concentration in the Northeast and Mid-Atlantic regions that we believe is unique and not readily available for purchase or lease from other owners or landlords.
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We aim to maintain a workplace that is free from discrimination or harassment on the basis of color, race, sex, national origin, ethnicity, religion, disability, sexual orientation, gender identification or expression or any other status protected by applicable law. We conduct annual training to prevent harassment and discrimination and monitor employee conduct year-round.
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We provide team members with work schedule flexibility and opportunities to support causes and organizations that are meaningful to them. We actively promote our Getty Gives program to facilitate volunteerism and charitable contributions in support of our communities and other causes meaningful to our team members.
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In 2024, our team participated in our second company-wide community service event with Rethink Food where we worked alongside the Rethink Food team to transform surplus food into meals for distribution to underserved communities.
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In addition, we made corporate donations to the Lawyers Alliance, a leading provider of legal services for charities and nonprofit organizations working to improve life in New York City, and the Springpoint Foundation, a nonprofit organization dedicated to enriching the lives of seniors by providing services and opportunities to stay connected, healthy and vibrant, and to age with deserved dignity.
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We emphasize sustainability at our corporate headquarters where we utilize energy efficient computer equipment, filtered water machines, and timed or sensor-controlled HVAC and lighting systems, among other sustainability practices. We are tracking our environmental footprint within our leased corporate office space including monitoring monthly energy usage, recycling efforts, and waste disposal.
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With our landlord’s support, we attempt to construct a full picture of our environmental footprint, maximize diversion of recyclable waste in accordance with local regulations, and implement energy conservation measures as appropriate and feasible.
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A comparison of actual energy consumption data at our corporate headquarters indicates we were able to decrease our electric and natural gas consumption on a year-over-year basis.
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Under our triple-net leases, tenants are responsible for operating the businesses conducted at our sites, keeping the properties in good order and repair, and making capital investments as they deem appropriate to optimize their business operations.
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As such, it is our tenants who control the environmental impact of their operations, including energy efficiency, water usage, and waste and recycling practices, and decide when and how to adopt environmentally sustainable practices and make related investments.
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We are pleased that many of our tenants have already completed environmental and sustainability projects, including upgrading to LED lighting, installing energy efficient coolers and HVAC units, and, in select cases, installing electric vehicle (EV) charging stations at our properties.
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We appreciate that many of our tenants have completed these “green” projects with their own capital and/or have taken advantage of government and other subsidies for qualifying renewable energy technologies and projects.
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Additionally, starting in 2022, we implemented our “Getty Green Loans” program to provide low-cost loans to our tenants for the express purpose of investing in environmental and sustainability projects.
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As discussed above, we also maintain a robust redevelopment program that repositions select properties within our portfolio to uses other than traditional gas stations, including modern convenience stores or other single tenant retail uses, such as automotive parts, quick service restaurants, bank branches, and specialty retail, among others.
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We continue to look for opportunities within our portfolio to redevelop properties for less environmentally sensitive uses and to support economic growth in communities where our properties are located. For additional information, see “Item 1A. Risk Factors” and “Environmental Matters” in “Item 7.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIf 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 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. 21 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.
Biggest changeIf 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 the applicable 20 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.
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. • 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 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. 9 • 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.
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 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.
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 lease terms, (iv) the values 10 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.
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 14 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.
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.
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 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. 22
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 certain 21 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.
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.
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.
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 18 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.
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.
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.
Even if the relief provisions apply, we will be subject to a 100% 18 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.
Such risks 10 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.
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.
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. 20 Future issuances of equity securities could dilute the interest of holders of our equity securities.
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.
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.
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 11 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.
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. 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.
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. 17 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.
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 11 was to decline significantly.
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.
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 13 our properties.
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.
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.
Any failure to maintain effective controls or timely effect any necessary improvement of our internal control over financial reporting 15 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.
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 are subject to material losses.
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.
In the event that these relief provisions were not available, we could lose our REIT status under the Code. 19 There is a risk of changes in the tax law applicable to real estate investment trusts.
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.
There currently are no stockholders with liquidation preferences. No assurance can be given that our financial performance in the future will permit our payment of any dividends.
There currently are no stockholders with liquidation preferences. 19 No assurance can be given that our financial performance in the future will permit our payment of any dividends.
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. • The relative concentration of a material number of our properties in the Northeast and Mid-Atlantic regions of the United 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. • 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. 9 • Our reliance on information technology in our operations, and any material failure, inadequacy, interruption or security failure of that technology could harm our business.
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. 8 • 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.
Additionally, geopolitical conflicts, such as terrorist attacks or other acts of violence or war (including the conflicts in Russia and Ukraine and the Middle East) 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.
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.
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 will be made irrespective of our interests, including our need for capital.
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.
Where we own properties, 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.
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.
Significant number 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.
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.
During the years ended December 31, 2024 and 2023, we incurred $4.0 15 million and $5.2 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.
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.
Adverse developments in general business and economic conditions, including through recession, downturn or otherwise, 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 we are subject to.
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.
As of December 31, 2024, we only employ 29 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.
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.
It is possible that our assumptions regarding the ultimate allocation method and share of responsibility that we used to allocate environmental liabilities may change, which may result in material adjustments to the amounts recorded for environmental litigation accruals and environmental remediation liabilities.
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.
Among other effects, adverse economic conditions 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.
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.
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.
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.
This could have a material adverse effect on our business, financial condition, results of operation, liquidity, ability to pay dividends or stock price. 17 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.
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 leases for certain of the properties that we lease from third parties obligate us to pay real property taxes with regard to those properties.
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.
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.
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.
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.
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.
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. 12 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.
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 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, and available cash and cash equivalents.
There can be no assurance that sources of capital will be available to us on favorable terms, or at all. 16 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.
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.
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. 13 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.
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 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.
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.
The ultimate resolution of certain matters cannot be 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.
Our ultimate liabilities resulting from the lawsuits and claims we face could cause a material adverse effect on our business, financial condition, 12 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.
As of December 31, 2024, we leased: • 148 properties in four separate unitary leases to subsidiaries of ARKO Corp. which represented, in the aggregate, 13% of our total revenues for the year ended December 31, 2024. • 128 properties in three separate unitary leases and two stand-alone leases to subsidiaries of Global Partners LP which represented, in the aggregate, 12% of our total revenues for the year ended December 31, 2024. • 77 properties in three separate unitary leases and one stand-alone lease to Apro, LLC (d/b/a United Oil) which, in the aggregate, represented 9% of our total revenues for the year ended December 31, 2024.
(NASDAQ: ARKO) which represented, in the aggregate, 12% of our total revenues for the year ended December 31, 2025. 14 • 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.
This relative lack of geographical diversification could have a material adverse effect 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 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.
We, and our tenants’ businesses may be disrupted by global political and economic uncertainties, including public health crises, geopolitical conflicts and inflation resulting in adverse macroeconomic conditions.
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.
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.
We may need to access the capital markets in order to execute future significant acquisitions.
Removed
A material portion of our properties are concentrated in the Northeast and Mid-Atlantic regions of the United States, and adverse conditions in those regions, in particular, could negatively impact our operations.
Added
The ultimate resolution of certain matters cannot be predicted because considerable uncertainty exists both in terms of the probability of loss and the estimate of such loss.
Removed
A significant portion of the properties we own and lease are located in the Northeast and Mid-Atlantic regions of the United States and, as of December 31, 2024, 28.5% of our annual base rent is derived from four states (New York, Massachusetts, Maryland, and Connecticut).
Added
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.
Removed
Because of the relative concentration of our properties in those regions, in the event of adverse economic conditions in those regions, we would likely experience higher risk of default on payment of rent to us than if our properties were more geographically diversified.
Added
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.
Removed
Additionally, the rents on our properties may be subject to a greater risk of default than other properties in the event of adverse economic, political or business developments, natural disasters or severe weather that may affect the Northeast or Mid-Atlantic regions of the United States and the ability of our lessees to make rent payments.
Added
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.
Removed
Global political and economic uncertainties, including public health crises, 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.
Added
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.
Removed
Additionally, certain of our directors beneficially own more than 5% of 16 the outstanding shares of our common stock. If any of these directors cease to be a director of the Company and they or their estate sell a significant portion of such holdings into the public market, it could adversely affect the market price of our common stock.
Added
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.
Added
As of December 31, 2025, we leased: • 148 properties in five separate unitary leases and one stand-alone lease to subsidiaries of ARKO Corp.
Added
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.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur 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.
Biggest changeOur 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.
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. The Audit Committee informs the full Board of Directors about its activities, including those related to cybersecurity.
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. 22 The Audit Committee informs the full Board of Directors about its activities, including those related to cybersecurity.
Management reviewed the results of the assessment with the Audit Committee and worked with consultants, auditors, and other third parties to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means.
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.
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.
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.
Removed
The management team is primarily responsible for the oversight of our overall cybersecurity risk management program, and coordinates with our external cybersecurity consultants. 23 Efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents are supervised by our management team.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeOwned by Getty Realty Leased by Getty Realty Total Properties by State Percent of Total Properties New York 161 20 181 18.5 % Massachusetts 99 4 103 9.2 Texas 100 — 100 8.9 Connecticut 61 4 65 5.8 Virginia 55 1 56 5.0 South Carolina 55 — 55 4.9 North Carolina 50 — 50 4.5 New Hampshire 44 — 44 3.9 New Jersey 41 2 43 3.8 Maryland 40 2 42 3.8 Michigan 41 — 41 3.6 California 35 — 35 3.1 Washington State 30 — 30 2.7 Arizona 27 — 27 2.4 Ohio 25 — 25 2.2 Colorado 23 — 23 2.1 Pennsylvania 22 — 22 2.0 Nevada 19 — 19 1.7 Florida 18 — 18 1.6 Georgia 13 — 13 1.2 Oregon 13 — 13 1.2 Arkansas 12 — 12 1.1 Kentucky 12 — 12 1.1 Missouri 11 — 11 1.0 Hawaii 10 — 10 0.9 Kansas 9 — 9 0.8 Maine 7 — 7 0.6 Louisiana 6 — 6 0.5 Minnesota 6 — 6 0.5 New Mexico 5 — 5 0.4 Alabama 4 — 4 0.4 North Dakota 4 — 4 0.4 Oklahoma 4 — 4 0.4 Tennessee 4 — 4 0.4 Illinois 3 — 3 0.3 Mississippi 3 — 3 0.3 Vermont 3 — 3 0.3 Indiana 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 1,085 33 1,118 100.0 % 25 The properties that we lease from third parties have a remaining lease term, including renewal and extension option terms, averaging approximately 7.9 years.
Biggest changeOwned 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 % 24 The properties that we lease from third parties have a remaining lease term, including renewal and extension option terms, averaging approximately 7.8 years.
(b) Represents the monthly base rent due from tenants under existing leases as of December 31, 2024, multiplied by 12.
(b) Represents the monthly base rent due from tenants under existing leases as of December 31, 2025, multiplied by 12.
Our insurance program is underwritten in view of primary insurance coverages which we require to be provided by most 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, 2024.
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. 23 The following table summarizes the geographic distribution of our properties as of December 31, 2025.
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 2025 2 6.1 % 0.2 % 2026 4 12.1 0.4 2027 4 12.1 0.4 2028 1 3.0 0.0 2029 2 6.1 0.2 Subtotal 13 39.4 1.2 Thereafter 20 60.6 1.8 Total 33 100.0 % 3.0 % For the year ended December 31, 2024, revenues from rental properties, which includes base rental income, additional rental income, if any, and certain GAAP revenue recognition adjustments, were $198.7 million, an average of approximately $178 thousand per property given the 1,115 average rental properties held during the year.
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, 2023, revenues from rental properties were $180.5 million, an average of $169 thousand per property given the 1,068 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, 2024 are as follows (dollars in thousands): Number of Properties (a) ABR (b) Percentage of Total ABR 2025 9 $ 1,391 0.7 % 2026 22 2,986 1.5 2027 156 12,280 6.2 2028 49 8,674 4.4 2029 78 12,809 6.5 2030 48 5,663 2.9 2031 65 10,549 5.3 2032 138 18,207 9.2 2033 50 8,119 4.1 2034 90 14,593 7.4 Thereafter 409 102,569 51.8 Subtotal 1,114 $ 197,840 100.0 % Redevelopment 1 — — Vacant 3 — — Total 1,118 $ 197,840 100.0 % (a) With respect to a unitary master lease that includes properties that we lease from third-parties, the expiration dates refer to the dates that the leases with the third-parties expire and upon which date our tenant must vacate those properties, not the expiration date of the unitary master lease itself.
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.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeThe discovery phase of the litigation has concluded, and the parties are engaged in summary judgment motion practice before the United States District Court for the Southern District of New York, following which additional pretrial motion practice is anticipated. Once all pretrial motions are concluded, the case is expected to be remanded to the Eastern District of Pennsylvania for trial.
Biggest changeOnce 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.
In August 2017, 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 EPA for cash out settlements. Most of the PRPs identified by EPA, including the Company, participated in the allocation process.
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.
In May 2007, over 70 GNL recipients, including us, entered into an Administrative 27 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”.
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”.
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).
The LPRSA is part of the 26 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).
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 28 and subsequently filed voluminous comments objecting to the entry of the proposed CD.
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.
It is possible that losses related to these legal proceedings could exceed the amounts accrued as of December 31, 2024, 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.
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. 25 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 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.
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 are vigorously defending all of the legal proceedings against us, including each of the legal proceedings listed below. As of December 31, 2024, we had $0.1 million accrued, and as of December 31, 2023, we had no amounts accrued for certain of these matters which we believe were appropriate based on information then currently available.
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.
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.
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.
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. It is anticipated that Occidental will also file an appeal. The timeline for resolving all appeals to the Third Circuit remains inherently uncertain.
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.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report on Form 10-K.
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.
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.
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.
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 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 EPA of both the 2007 RI/FS AOC and the 10.9 AOC, upon completion of certain defined tasks in the CD.
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. 27 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.
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 change and losses related to the Lower Passaic River proceedings could exceed the amounts we have funded. For additional information see “Item 7.
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.
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 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.
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.
Depending on the number of appeals and the time required for briefing and deliberation, a decision by the Court of Appeals for the Third Circuit may extend into late 2025 or beyond.
Depending on the time required for briefing and deliberation, a decision will extend into 2026.
Multiple defendants in the case have settled with the plaintiff. We continue to vigorously defend the claims made against us. Our ultimate liability in this proceeding is uncertain and subject to numerous contingencies, the outcome of which are not yet known.
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.
On February 14, 2018, defendants removed the case to the United States District Court for the District of Maryland. We are vigorously defending the claims made against us. Our ultimate liability, if any, in this proceeding is uncertain and subject to numerous contingencies the outcome of which are not yet known.
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.
Removed
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.
Added
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.
Added
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.
Added
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.
Added
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”).
Added
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.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

3 edited+0 added−0 removed5 unchanged
Biggest changeStock Performance Graph Comparison of Five-Year Cumulative Total Return* 12/31/2019 12/31/2020 12/31/2021 12/30/2022 12/29/2023 12/31/2024 Getty Realty Corp. $ 100.00 $ 88.78 $ 108.99 $ 121.71 $ 111.13 $ 122.07 Standard & Poor's 500 100.00 116.26 147.52 118.84 147.64 182.05 Peer Group 100.00 90.53 119.33 101.64 109.09 123.10 Assumes $100 invested at the close of the last day of trading on the New York Stock Exchange on December 31, 2019, in Getty Realty Corp. common stock, Standard & Poor’s 500 and Peer Group. * Cumulative total return assumes reinvestment of dividends.
Biggest changeStock 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.
Source: SNL Financial. 29 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.
Item 5. Market for Registrant’s Common Equity, Related Stockholde r 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 49,482 beneficial holders of our common stock as of January 31, 2025, of which approximately 776 were holders of record.
Item 5. Market for Registrant’s Common Equity, Related Stockholde r 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.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

82 edited+7 added−17 removed90 unchanged
Biggest changeATM Forward Agreements The following table summarizes activity under our ATM Program in connection with forwards sales agreements for the years ended December 31, 2024 and 2023 ($ in thousands): 2024 Period Entered Into Forward Sales Agreements Shares Sold Shares Settled Shares Remaining Net Proceeds Received 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 1,399,423 $ 30,958 $ 43,659 2023 Period Entered Into Forward Sales Agreements Shares Sold Shares Settled Shares Remaining Net Proceeds Received Anticipated Gross Proceeds Remaining Three Months Ended September 30, 2022 — 714,136 — $ 21,897 $ — Three Months Ended December 31, 2022 — 3,007,230 — 92,206 — Three Months Ended June 30, 2023 217,561 — 217,561 — 7,609 Three Months Ended December 31, 2023 831,489 — 831,489 — 24,561 Total 1,049,050 3,721,366 1,049,050 $ 114,103 $ 32,170 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.
Biggest changeFuture 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. 38 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.
Matters related to our former Newark, New Jersey Terminal and the Lower Passaic River and 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, 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.
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 32 properties. Our investment strategy seeks to generate current income and benefit from long-term appreciation in the underlying value of our real estate.
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.
Borrowings under the Credit Facility bear interest at a rate equal to the greater of (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.
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.
We believe our real estate assets are not carried at amounts in excess of their estimated net realizable fair value amounts. 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.
We believe our real estate assets are not carried at amounts in excess of their estimated net realizable fair value amounts. 40 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.
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 44 could be substantially higher than amounts currently recorded by us.
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.
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.
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.
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.
To achieve that goal, we seek to invest in well-located, freestanding properties that support automobility and provide 31 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.
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. 41 Impairment of Long-Lived Assets Real estate assets represent “long-lived” assets for accounting purposes.
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.
Impairment charges for the years ended December 31, 2024 and 2023 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.
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.
The other senior unsecured notes outstanding as of December 31, 2024 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.
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.
The other senior unsecured notes outstanding as of December 31, 2024 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.
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.
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, 2024 and 2023, 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.
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.
The Second Restated Credit Agreement provides for an unsecured revolving credit facility (the “Credit Facility”) in an aggregate principal amount of $300.0 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 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.
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 will issue $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.
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, 2024 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 3.765% Series Q Guaranteed Senior Notes due January 20, 2033 (the “Series Q Notes”), remain outstanding under the Seventh 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.
Environmental liabilities are accreted for the change in present value due to the passage of time and, accordingly, $0.4 million, $0.6 million and $1.3 million of net accretion expense was recorded for the years ended December 31, 2024, 2023 and 2022, respectively, which is included in environmental expenses.
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.
The other senior unsecured notes outstanding as of December 31, 2024 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 New York Life Agreement.
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 addition, during the years ended December 31, 2024, 2023 and 2022, we recorded credits to environmental expenses aggregating $0.9 million, $0.3 million and $23.8 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.
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.
Depreciation and amortization expense related to capitalized asset retirement costs on our consolidated statements of operations for the years ended December 31, 2024, 2023 and 2022, were $2.8 million, $3.0 million, and $3.7 million, respectively.
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.
The sales of nonfinancial 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.
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.
The increase in rental income was primarily due to additional base rental income from properties acquired during the years ended December 31, 2024 and 2023, 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 period.
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.
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, 2024, we had accrued a total of $20.9 million for our prospective environmental remediation obligations.
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.
The following discussion and analysis should be read in conjunction with the “Cautionary Note Regarding Forward-Looking Statements”; the sections in Part I entitled “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.
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.
As of December 31, 2024, we also had one property 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.
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.
Payment of dividends is subject to market conditions, our financial condition, including but not limited to, our continued compliance with the provisions of the Second Restated Credit Agreement, the Term Loan Agreement, our Senior Unsecured Notes and other factors, and therefore is not assured.
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.
Senior Unsecured Notes 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 will issue $50.0 million of 5.70% Series T Guaranteed Senior Notes due February 22, 2032 (the “Series T Notes”) to Prudential and will use 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").
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").
With respect to AFFO, we further exclude the impact of (i) deferred rental revenue 33 (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, and other items that do not impact our recurring cash flow and which are not indicative of our core operating performance.
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. 32 We pay particular attention to AFFO which we believe provides the most useful depiction of the core operating performance of our portfolio.
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, 2024, our weighted average remaining lease term, excluding renewal options, was 10.2 years.
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.
We recorded impairment charges aggregating $2.4 million and $3.6 million for the years ended December 31, 2024 and 2023, respectively, for capitalized asset retirement costs. For additional information regarding risks related to our potential environmental exposure, see “Item 1A.
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.
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 follow-on public equity offerings or our ATM Program, and available cash and cash equivalents.
For a discussion of our capital expenditures, see “Property Acquisitions and Capital Expenditures.” 35 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.
This accrual consisted of (a) $9.9 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) $12.5 million for future environmental liabilities related to preexisting unknown contamination.
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.
During the years ended December 31, 2024 and 2023, we increased the carrying values of certain of our properties by $2.7 million and $5.0 million, respectively, due to changes in estimated environmental remediation costs.
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 Credit Facility matures on October 27, 2025, 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.
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.
The funded and outstanding Series C Notes, 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 and Series T 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 2024 2023 Credit Facility October 2025 5.71% $ 82,500 $ 10,000 Term Loan October 2025 6.13% 150,000 75,000 Series C Notes February 2025 4.75% 50,000 50,000 Series D-E Notes June 2028 5.47% 100,000 100,000 Series F-H Notes September 2029 3.52% 125,000 125,000 Series I-K Notes November 2030 3.43% 175,000 175,000 Series L-N Notes February 2032 3.45% 100,000 100,000 Series O-Q Notes January 2033 3.65% 125,000 125,000 Total debt 907,500 760,000 Unamortized debt issuance costs, net (a) (3,158 ) (5,266 ) Total debt, net $ 904,342 $ 754,734 (a) Unamortized debt issuance costs related to the Credit Facility were $0.6 million and $1.4 million as of December 31, 2024 and 2023, respectively, and are included in prepaid expenses and other assets on our consolidated balance sheets.
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”. 37 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.
It is possible that our assumptions regarding the ultimate allocation method and share of responsibility that we used to allocate environmental liabilities may change, which may result in material adjustments to the amounts recorded for environmental litigation accruals and environmental remediation liabilities.
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.
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 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. 43
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.
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.
As of December 31, 2024, we had one property under active redevelopment and others in various stages of feasibility planning for potential recapture from our net lease portfolio.
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.
During the year ended December 31, 2023, we invested approximately $325.0 million in convenience and automotive retail properties, including the acquisition of 26 express tunnel car washes, 12 convenience stores, 13 auto service centers, and three drive-thru quick service restaurants. For additional information regarding our property acquisitions, see Note 13 in “Item 8.
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.
In particular, the Second Restated Credit Agreement, the Term Loan Agreement, and our Senior Unsecured Notes prohibit the payment of dividends during certain events of default. Regular quarterly dividends paid to our stockholders aggregated $100.2 million, $87.0 million and $78.3 million for the years ended December 31, 2024, 2023 and 2022, respectively.
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.
It is possible that our assumptions regarding the ultimate allocation method and share of responsibility that we used to allocate environmental liabilities may change, which may result in material adjustments to the amounts recorded for environmental litigation accruals and environmental remediation liabilities.
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.
Capitalized asset retirement costs were $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, and $34.3 million (consisting of $25.8 million of known environmental liabilities and $8.5 million of reserves for future environmental liabilities) as of December 31, 2023.
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.
Many of our properties are located at highly trafficked urban intersections or conveniently close to highway entrances or exit ramps. As of December 31, 2024, we leased 1,114 of our properties to tenants under triple-net leases, including 921 properties leased under 50 separate unitary or master triple-net leases, and 193 properties leased under single unit triple-net leases.
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.
Interest Expense The increase in interest expense was due to higher average borrowings for the year ended December 31, 2024, as compared to the year ended December 31, 2023.
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.
As of December 31, 2024, we had $217.5 million of availability under our Credit Facility, $125.0 million of unfunded Senior Unsecured Notes, 5.4 million shares of common stock subject to forward sales agreements which are anticipated to generate approximately $164.8 million of gross proceeds upon settlement, and available cash and cash equivalents of $9.5 million.
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.
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.
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.
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.
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.
A reconciliation of net earnings to FFO and AFFO is as follows (in thousands, except per share amounts): Year ended December 31, 2024 2023 2022 Net earnings $ 71,064 $ 60,151 $ 90,043 Depreciation and amortization of real estate assets 54,984 45,296 39,902 Gains on dispositions of real estate (6,038 ) (4,625 ) (16,423 ) Impairments 3,966 5,243 3,545 Funds from operations (FFO) 123,976 106,065 117,067 Revenue recognition adjustments Deferred rental revenue (straight-line rent) (7,129 ) (4,033 ) (3,458 ) Amortization of above and below market leases, net (427 ) (1,057 ) (1,184 ) Amortization of investments in direct financing leases 5,580 6,004 5,392 Amortization of lease incentives 284 1,098 1,198 Total revenue recognition adjustments (1,692 ) 2,012 1,948 Environmental Adjustments Accretion expense 407 585 1,259 Changes in environmental estimates (933 ) (302 ) (23,837 ) Environmental litigation accruals 125 — 279 Insurance reimbursements (95 ) (138 ) (85 ) Legal settlements and judgments (41 ) — — Total environmental adjustments (537 ) 145 (22,384 ) Other Adjustments Stock-based compensation expense 5,934 5,582 4,775 Amortization of debt issuance costs 2,253 1,211 946 (Recovery) allowance for credit loss on notes and mortgages receivable and direct financing leases (177 ) (189 ) 50 Loss on extinguishment of debt — 43 — Retirement and severance costs 1,036 939 85 Total other adjustments 9,046 7,586 5,856 Adjusted funds from operations (AFFO) $ 130,793 $ 115,808 $ 102,487 Basic per share amounts: Net earnings $ 1.26 $ 1.16 $ 1.88 FFO (a) 2.22 2.07 2.45 AFFO (a) 2.35 2.26 2.14 Diluted per share amounts: Net earnings $ 1.25 $ 1.15 $ 1.88 FFO (a) 2.21 2.06 2.44 AFFO (a) 2.34 2.25 2.14 Weighted average common shares outstanding: Basic 54,305 50,020 46,730 Diluted 54,552 50,216 46,838 (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.
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.
As of December 31, 2023, we had accrued a total of $22.4 million for our prospective environmental remediation obligations.
As of December 31, 2024, we had accrued a total of $20.9 million for our prospective environmental remediation obligations.
Gains on Disposition of Real Estate The gains on dispositions of real estate were primarily the result of the sale of 31 and nine properties during the years ended December 31, 2024 and 2023, respectively.
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 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 during the year ended December 31, 2024 as compared to the year ended December 31, 2023. 35 Property Costs The following table presents the results for property costs for the year ended December 31, 2024, as compared to the year ended December 31, 2023 (in thousands): Year ended December 31, 2024 2023 $ Change Property operating expenses $ 14,217 $ 23,112 $ (8,895 ) Leasing and redevelopment expenses 642 677 (35 ) Total property costs 14,859 23,789 (8,930 ) 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.
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. 34 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.
As of December 31, 2024 we had $0.1 million accrued, and as of December 31, 2023, we had no amounts accrued, for certain of these matters which we believe were appropriate based on information then currently available.
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.
The decrease in property costs was primarily due to a decrease in reimbursable real estate taxes and lower rent expense. Impairment Charges Impairment charges are recorded when the carrying value of a property is reduced to fair value.
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.
Our cash flow activities for the years ended December 31, 2024 and 2023 are summarized as follows (in thousands): Year ended December 31, 2024 2023 $ Change Net cash flow provided by operating activities $ 130,504 $ 105,298 $ 25,206 Net cash flow used in investing activities (200,469 ) (310,705 ) 110,236 Net cash flow provided by financing activities 78,296 199,444 (121,148 ) Operating Activities The change in net cash flow provided by operating activities for the years ended December 31, 2024 and 2023 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.
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.
Contractual Obligations Our significant contractual obligations and commitments, excluding extension options and unamortized debt issuance costs, as of December 31, 2024, were comprised of borrowings under the Credit Facility, the Term Loan, 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. 40 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.
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.
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.
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. 42 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.
During the year ended December 31, 2023, rent commenced on three completed redevelopments and increased rent commenced on two revenue-enhancing capital expenditure projects for expanded convenience stores. Since the inception of our redevelopment program in 2015, we have completed 32 redevelopment and revenue-enhancing capital expenditure projects.
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.
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. 42 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 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.
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. 41 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.
Credit Facility In October 2021, we entered into a second amended and restated credit agreement (as amended, the “Second Restated Credit Agreement”).
Credit Facility In January 2025, we entered into a third amended and restated credit agreement (as amended, the “Third Restated Credit Agreement”).
The following amounts were deducted: 34 Year ended December 31, 2024 2023 2022 FFO $ 3,208 $ 2,624 $ 2,734 AFFO 3,384 2,865 2,394 Results of Operations Year ended December 31, 2024, compared to year ended December 31, 2023 The following table presents select data and comparative results from our consolidated statements of operations for the year ended December 31, 2024, as compared to the year ended December 31, 2023 (in thousands): Year ended December 31, 2024 2023 $ Change Revenues: Revenues from rental properties $ 198,669 $ 180,488 $ 18,181 Interest on notes and mortgages receivable 4,722 5,358 (636 ) Operating expenses: Property costs 14,859 23,789 (8,930 ) Impairments 3,966 5,243 (1,277 ) Environmental 585 1,261 (676 ) General and administrative 25,265 23,735 1,530 Depreciation and amortization 54,984 45,296 9,688 Other items: Gains on dispositions of real estate 6,038 4,625 1,413 Interest expense 39,272 31,527 7,745 Revenues from Rental Properties The following table presents the results for revenues from rental properties for the year ended December 31, 2024, as compared to the year ended December 31, 2023 (in thousands): Year ended December 31, 2024 2023 $ Change Rental income $ 186,124 $ 162,978 $ 23,146 Revenue recognition adjustments 1,692 (2,012 ) 3,704 Tenant reimbursement income 10,853 19,522 (8,669 ) Total revenues from rental properties 198,669 180,488 18,181 Rental income includes base rental income and additional rental income, if any, based on the aggregate volume of fuel sold at certain properties.
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 33 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.
Term Loan In October 2023, we entered into a term loan credit agreement (the “Term Loan Agreement”) that provides for a senior unsecured term loan (the “Term Loan”) in an aggregate principal amount of $150.0 million. The Term Loan matures on October 17, 2025, subject 37 to one twelve-month extension exercisable at our option.
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.
This section of this Annual Report on Form 10-K generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.
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.
Investing Activities The change in net cash flow used in investing activities for the year ended December 31, 2024, was primarily due to a decrease of $96.2 million in issuance of notes and mortgages receivable, an increase of $62.5 million in collection of notes and mortgages receivable, a decrease of $42.0 million in property acquisitions and a $6.9 million decrease in deposits for property acquisitions.
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.
General and Administrative Expenses The increase in general and administrative expenses was primarily due to a $1.3 million increase in employee-related expenses, including $0.1 million of non-recurring retirement and severance costs and a $0.3 million increase in stock-based compensation, and a $0.2 million increase in legal and other professional fees.
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.
In July 2012, we purchased a 10-year pollution legal liability insurance policy covering substantially all of our properties at that time for discovery of preexisting unknown environmental liabilities and for new environmental events. The policy had a $50.0 million aggregate limit and was subject to various self-insured retentions and other conditions and limitations.
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 typical property consists of approximately one acre of land in a larger metropolitan area and is used as a convenience store, express tunnel car wash, automotive service center, or certain other freestanding retail uses, including drive thru quick service restaurants and automotive parts retailers.
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.
We also consider the potential dilution resulting from the forward sales agreements on our earnings per share calculations.
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.
Accordingly, we believe it is appropriate at this time to maintain $11.8 million of unknown reserve liabilities for certain properties with respect to which the Lookback Periods have expired as of December 31, 2024. 43 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.
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.
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.
Our intention in purchasing this policy was to obtain protection for certain properties which we believe have the greatest risk of significant environmental events.
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.
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.
Our portfolio is comprised of convenience stores, express tunnel car washes, automotive service centers (gasoline and repair, oil and maintenance, tire and battery, and collision) and certain other freestanding retail properties, including drive-thru quick service restaurants and automotive parts retailers.
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.
We believe that the redeveloped properties can be leased or sold at higher values than their prior use. During the year ended December 31, 2024, rent commenced on one completed redevelopment that was placed back into service in our net lease portfolio.
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.
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.
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.
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. For additional information regarding our Credit Facility, see Note 16 in “Item 8. Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.
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.
Accordingly, as of December 31, 2024, we had removed $24.2 million of unknown reserve liabilities which had previously been accrued for these properties. There were no additional removals of unknown reserve liabilities for the year ended December 31, 2024.
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.
In February 2023, we completed a follow-on public offering of 3.5 million shares of common stock in connection with forward sales agreements. During the year ended December 31, 2023, we settled all 3.5 million shares and realized net proceeds of $112.1 million.
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.
We use the treasury stock method to determine the dilution resulting from the forward sales agreements during the period of time prior to settlement. 39 ATM Direct Issuances During the years ended December 31, 2024 and 2023, no shares of common stock were issued under the ATM Program.
ATM Direct Issuances During the years ended December 31, 2025 and 2024, no shares of common stock were issued under the ATM Program.
Critical Accounting Policies and Estimates The consolidated financial statements included in this Annual Report on Form 10-K have been prepared in conformity with accounting principles generally accepted in the United States of America.
We have no off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated by the Exchange Act. 39 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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeHowever, uncertain tax matters may have a significant impact on the results of operations for any single fiscal year or interim period. 66 NOTE 8. — STOCKHOLDERS’ EQUITY A summary of the changes in stockholders’ equity for the years ended December 31, 2024, 2023 and 2022, 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, 2021 46,716 $ 467 $ — $ 818,209 $ ( 73,568 ) $ 745,108 Net earnings — — — — 90,043 90,043 Dividends declared — $ 1.66 per share — — — — ( 79,432 ) ( 79,432 ) Shares issued pursuant to ATM Program, net — — — ( 207 ) — ( 207 ) Shares issued pursuant to dividend reinvestment 2 — — 59 — 59 Stock-based compensation and settlements 17 — — 4,279 — 4,279 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 In March 2024, March 2023, and March 2022, our Board of Directors granted 271,250 , 253,075 and 238,850 restricted stock units (“RSU” or “RSUs”), respectively, under our Amended and Restated 2004 Omnibus Incentive Compensation Plan.
Biggest changeNOTE 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.
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 64 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.
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.
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 it 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.
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.
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”.
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 56 (“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”.
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 it issued $ 55.0 million of 3.45 % Series L Guaranteed Senior Notes due February 22, 2032 (the “Series L Notes”) to AIG.
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.
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 67 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 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.
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 52 included as the estimated residual value. This requires significant judgment.
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.
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.
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, 65 we considered the accounting guidance governing financial instruments and derivatives.
Environmental Remediation Obligations We record the fair value of a liability 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 contamination at each property.
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.
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.
These changes involved removing three parties and a modification to the 57 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.
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.
Should the Internal Revenue Service successfully assert that our earnings and profits were greater than the amount distributed, 64 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 continue to defend the claims asserted in the Occidental Lawsuit individually and in coordination with a group of several 58 other named defendants known as the “Small Parties Group” or “SPG” consistent with our defenses in the related proceedings.
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.
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 76 completeness and accuracy of the data provided by management.
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.
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.
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. 74 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.
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.
Our 62 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.
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.
The EPA’s March 30, 2017 letter also stated that other parties who did not discharge dioxins, furans or polychlorinated biphen biphenyls yls (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.
Notes and Mortgages Receivable Notes and mortgages receivable consists, in part, 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.
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.
The other senior unsecured notes outstanding as of December 31, 2024 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.
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.
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, 2024 and 2023, 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.
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.
Although tax returns filed for the years ended December 31, 2021, 2022 and 2023, and tax returns which will be filed for the year ended December 31, 2024, 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, 2024 or 2023 .
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 .
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, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America.
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.
Asset retirement costs are depreciated over the shorter of the remaining useful lives of USTs or 10 years for asset retirement costs related to environmental 50 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.
Asset retirement costs are depreciated over the shorter of the remaining useful lives of USTs or 10 years for asset retirement costs related to environmental 49 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.
The Second Restated Credit Agreement provides for an unsecured revolving credit facility (the “Credit Facility”) in an aggregate principal amount of $ 300.0 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 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.
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, 2024, 2023 and 2022.
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.
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 will issue $ 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.
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.
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 pro duces a constant periodic rate of return on the net investments in the leased properties and the amortization of deferred lease incentives.
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.
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.
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.
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 “Part I. Item. 1A.
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.
At the end of the construction periods during the year ended December 31, 2024, 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.
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.
We also have audited the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
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).
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
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.
Substantially all of our tenants are required to provide us with specified unit-level financial information and/or with corporate-level financial information. At both December 31, 2024 and 2023 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.
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.
The fair values of borrowings outstanding as of December 31, 2024 and 2023, were determined using 70 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.
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.
At 51 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.
At the end of construction period, we will recognize the purchase of the assets, remove the finance receivables from our consolidated 50 balance sheets, and begin to record rental income from the operating leases.
The other senior unsecured notes outstanding as of December 31, 2024 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 3.765 % Series Q Guaranteed Senior Notes due January 20, 2033 (the “Series Q Notes”), remain outstanding under the Seventh 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.
Environmental liabilities are accreted for the change in present value due to the passage of time and, accordingly, $ 0.4 million, $ 0.6 million and $ 1.3 million of net accretion expense was recorded for the years ended December 31, 2024, 2023 and 2022, respectively, which is included in environmental expenses.
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.
Risk Factors” in this Annual Report on Form 10-K for additional information. 45 6Item 8. Financial Statemen ts and Supplementary Data GETTY REALTY CORP.
Risk Factors” in this Annual Report on Form 10-K for additional information. 44 6Item 8. Financial Statemen ts and Supplementary Data GETTY REALTY CORP.
If we determine that the disposition is probable and therefore the property’s holding period is reduced, we record 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.
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.
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. I t is our policy to account for forfeitures as they occur.
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.
Quantitative and Qualita tive Disclosures about Market Risk We are exposed to interest rate risk, primarily as a result of borrowings under our (A) Credit Facility, which 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, and (B) Term loan, which 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.
Quantitative and Qualita tive 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.
The other senior unsecured notes outstanding as of December 31, 2024 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 New York Life Agreement .
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.
NOTE 7. — INCOME TAXES Net cash paid for income taxes for the years ended December 31, 2024, 2023 and 2022 , of $ 0.4 million, $ 0.7 million and $ 0.6 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.
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.
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 $ 1.6 million of impairments charges recognized during the year ended December 31, 2024.
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.
Depreciation and amortization expense related to capitalized asset retirement costs on our consolidated statements of operations for the years ended December 31, 2024, 2023 and 2022 , were $ 2.8 million, $ 3.0 million and $ 3.7 million, respectively.
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.
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. 57 Legal Proceedings We are involved in various legal proceedings and claims which arise in the ordinary course of our business.
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.
The federal tax attributes of the common dividends for the years ended December 31, 2024, 2023 and 2022, were: 2024 2023 2022 Ordinary income 68 % 73 % 77 % Capital gain distributions — — 3 % Non-taxable distributions 32 % 27 % 20 % 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.
The federal tax attributes of the common dividends for the years ended December 31, 2025, 2024 and 2023, were: 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.
The sales of nonfinancial 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.
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.
At the end of the construction period during the year ended December 31, 2023, we recognized the purchase of the asset, removed the finance receivable from our consolidated balance sheets, and began to record 72 rental income from the operating lease.
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.
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 Second Restated Credit Agreement, Term Loan Agreement and Senior Unsecured Notes, and could result in the acceleration of our indebtedness outstanding under the Credit Facility, Term Loan and Senior Unsecured Notes.
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 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, 2024, we had accrued a total of $ 20.9 million for our prospective environmental remediation obligations.
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.
ATM Direct Issuances During the years ended December 31, 2024 and 2023, no shares of common stock were issued under the ATM Program.
ATM Direct Issuances During the years ended December 31, 2025 and 2024, no shares of common stock were issued under the ATM Program.
The fair value of these instruments on our consolidated balance sheets as of December 31, 2024 and 2023 was a credit balance of $ 1.9 million and $ 4.0 million, respectively. Supplemental Retirement Plan We have mutual fund assets that are measured at fair value on a recurring basis using Level 1 inputs.
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.
During the year ended December 31, 2024 , the remaining impairments of $ 2.4 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.
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.
The leased properties have a remaining lease term averaging approximately 7 .9 years, including renewal options. Future minimum annual rentals payable under such leases, excluding renewal options, are as follows: 2025 – $ 3.1 million, 2026 – $ 2.9 million, 2027 – $ 2.3 million, 2028 – $ 1.9 million, 2029 – $ 1.6 million and $ 3.2 million thereafter.
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.
Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the consolidated financial statements, including the related notes, as listed in the index appearing under Item 8, and the financial statement schedules listed in the index appearing under Item 15(a)(2), of Getty Realty Corp. and its subsidiaries (the “Company”) (collectively referred to as the “consolidated financial statements”).
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").
Senior Unsecured Notes 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 will issue $ 50.0 million of 5.70 % Series T Guaranteed Senior Notes due February 22, 2032 (the “Series T Notes”) to Prudential and will use 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").
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").
Covenants The Second Restated Credit Agreement, Term Loan 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.
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.
Amortization of acquired leases resulted in a net increase to revenues from rental properties of $ 0.4 million, $ 1.1 million, and $ 1.2 million for the years ended December 31, 2024, 2023, and 2022, respectively. In-place leases are amortized into depreciation and amortization expense over the remaining life of the lease.
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. In-place leases are amortized into depreciation and amortization expense over the remaining life of the lease.
For the years ended December 31, 2024, 2023 and 2022 , impairment charges aggregating $ 0.8 million, $ 2.3 million and $ 1.1 million, respectively, were related to properties that were previously disposed of by us.
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.
The Second Restated Credit Agreement, Term Loan 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).
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).
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 13, 2025 We have served as the Company’s auditor since at least 1975.
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.
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, 2024 and 2023, the allowance for credit losses on notes and mortgages receivable was $ 0.3 million and $ 0.2 million, respectively.
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. We have the option to purchase the properties at the end of such period.
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.
Rent received under subleases for the years ended December 31, 2024, 2023 and 2022 , was $ 5.3 million, $ 5.8 million and $ 6.4 million, respectively, and is included in rental revenue discussed above.
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.
Rent expense, substantially all of which consists of minimum rentals on non-cancelable operating leases, amounted to $ 2.3 million, $ 2.4 million and $ 2.9 million for the years ended December 31, 2024, 2023 and 2022, respectively, and is included in property costs.
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.
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. We recorded impairment charges aggregating $ 4.0 million, $ 5.2 million, and $ 3.5 million for the years ended December 31, 2024, 2023 and 2022 , respectively.
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. 51 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.
As of December 31, 2024 and 2023, we had recorded an allowance for credit losses of $ 0.6 million and $ 0.8 million, respectively, on investment in direct financing leases. We evaluate the credit quality of our investment in direct financing leases utilizing our internal underwriting and credit analysis.
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.
We have not been able to determine the specific year we began serving as auditor of the Company. 77
We have not been able to determine the specific year we began serving as auditor of the Company. 76
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, 2024, 2023 and 2022 , dividend equivalents aggregating approximately $ 2.7 million, $ 2.2 million and $ 1.9 million, respectively, were charged against retained earnings when common stock dividends were declared.
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.
Compensation expense related to RSUs for the years ended December 31, 2024, 2023 and 2022 , was $ 5.9 million, $ 5.6 million and $ 4.7 million, respectively, and is included in general and administrative expense on our consolidated statements of operations.
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.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Page Consolidated Balance Sheets as of December 31, 2024 and 2023 47 Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2024, 2023 and 2022 48 Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022 49 Notes to Consolidated Financial Statements 50 Report of Independent Registered Public Accounting Firm 75 46 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 45 GETTY REALTY CORP.
The funded and outstanding Series C Notes, 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 and Series T Notes are collectively referred to as the "Senior Unsecured Notes".
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”.
Accordingly, we believe it is appropriate at this time to maintain $ 11.8 million of unknown reserve liabilities for certain properties with respect to which the Lookback Periods have expired as of December 31, 2024.
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.
This accrual consisted of (a) $ 9.9 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) $ 12.5 million for future environmental liabilities related to preexisting unknown contamination.
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.
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.
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. 75 Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.
Based on our outstanding borrowings under the Credit Facility of $82.5 million as of December 31, 2024, an increase in market interest rates of 1.0% for 2025 would decrease our 2025 net income and cash flows by approximately $0.8 million.
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.
We awarded to employees and directors 271,250 , 253,075 and 238,850 RSUs and dividend equivalents in 2024, 2023 and 2022 , respectively. RSUs granted before 2009 provide for settlement upon termination of employment with us or termination of service from the Board of Directors.
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.
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 The following summarizes as of December 31, 2023, 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 $ 1,504 $ — $ — $ 1,504 Liabilities: Deferred compensation $ — $ 1,504 $ — $ 1,504 Real Estate Assets We have certain real estate assets that are measured at fair value on a non-recurring basis using Level 3 inputs as of December 31, 2024 and 2023 , of $ 2.0 million and 0.6 million, respectively, where impairment charges have been recorded.
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 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.
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.
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.
For the years ended December 31, 2024, 2023 and 2022, changes in environmental estimates aggregating $ 0.1 million, $ 0.1 million and $ 2.0 million, respectively, were related to properties that were previously disposed of by us.
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.

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