Getty Realty Corp. (NYSE:GTY) saw its shares decline in early trading after the company disclosed the pricing of a new stock offering. In premarket activity on Wednesday the company's stock was down 5.5% following the announcement that it has priced a public offering of 4 million shares of common stock.
The offering is expected to generate approximately $131 million in gross proceeds and is structured on a forward basis pursuant to forward sale agreements with J.P. Morgan Securities LLC and Wells Fargo Securities. The underwriters have been granted a 30-day option to purchase up to an additional 600,000 shares. Getty Realty indicated the offering is expected to close on February 19, 2026.
In its filing, Getty Realty said the intended uses of the net proceeds include funding property acquisitions, repaying indebtedness under its revolving credit facility, and supporting working capital and other general corporate needs. The company also noted that it will not initially receive proceeds from any sale of shares by the forward purchasers.
Getty expects to physically settle the forward sale agreements and to receive proceeds approximately one year from the date of the prospectus supplement. J.P. Morgan and Wells Fargo Securities are acting as the book-running managers for the transaction.
Summary of the transaction and immediate market reaction:
- Transaction size: 4,000,000 common shares priced to generate about $131 million in gross proceeds.
- Structure: Sold on a forward basis under forward sale agreements with J.P. Morgan Securities LLC and Wells Fargo Securities; 30-day overallotment option for up to 600,000 additional shares.
- Timing: Expected close on February 19, 2026; physical settlement and receipt of proceeds anticipated to occur roughly one year after the prospectus supplement.
- Use of proceeds: Property acquisitions, repayment of revolving credit facility borrowings, working capital and other general corporate purposes.
- Market reaction: Stock fell 5.5% in premarket trading on Wednesday after the offering was priced.
This transaction, as described by the company, ties the timing of cash inflows to the physical settlement of forward sale agreements rather than providing immediate proceeds to Getty Realty at the time the offering was announced.