Getty Realty Corp

F:GRL

Thank you, operator. I would like to thank you all for joining us for Getty Realty's Third Quarter Earnings Conference Call. Yesterday afternoon, the company released its financial and operating results for the quarter ended September 30, 2026. The Form 8-K and earnings release are available in the Investor Relations section of our website at gettyrealty.com. Certain statements made during this call are not based on historical information and may constitute forward-looking statements. These statements reflect management's current expectations and beliefs and are subject to trends, events and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.

Examples of forward-looking statements include our 2026 guidance and may include statements made by management, including those regarding the company's future operations, future financial performance or investment plans and opportunities. We caution you that such statements reflect our best judgment based on factors currently known to us and that actual events or results could differ materially. I refer you to the company's annual report on Form 10-K for the year ended December 31, 2025, as well as any subsequent filings with the SEC for a more detailed discussion of the risks and other factors that could cause actual results to differ materially from those expressed or implied in any forward-looking statements made today.

You should not place undue reliance on forward-looking statements, which reflect our view only as of today. The company undertakes no duty to update any forward-looking statements that may be made during this call. Also, please refer to our earnings release for a discussion of our use of non-GAAP financial measures, including our definition of adjusted funds from operations, or AFFO, and our reconciliation of those measures to net earnings. With that, let me turn the call over to Christopher Constant, our Chief Executive Officer.

Thank you, Josh. Good morning, everyone, and welcome to our earnings call for the third quarter of 2026. Joining us on the call today are Brian Dickman, our Chief Financial Officer; and RJ Ryan, our Chief Investment Officer. I will lead off today's call by providing highlights of Getty's quarterly financial performance and investment activity. RJ will then discuss our portfolio and our investments in greater detail, and Brian will provide additional information regarding our earnings, balance sheet and 2026 AFFO per share guidance.

Getty is having the most productive year of my tenure with more than $500 million of year-to-date investments highlighted by our recently closed $261 million sale-leaseback transaction with Refuel. We have long said that one of Getty's advantages is the relationships we have in our target sectors, and this transaction is a clear demonstration of that. This was an off-market deal that we negotiated directly with Refuel, a convenience retail operator that we have been cultivating a relationship with since 2019 and who has been a tenant of Getty's since 2021. Refuel is a leading operator in the convenience store sector known for its premium brand, growing platform and high-quality real estate, all of which align well with our underwriting criteria. They are one of the largest regional convenience store platforms in the country, operating approximately 250 locations under the Refuel and Double Quick brands across 5 states in the Southeastern U.S.

We worked closely with the Refuel management team to size the portfolio and ultimately acquired 41 locations. These assets are spread across several growth markets, including Raleigh-Durham in North Carolina, Charleston and Myrtle Beach in South Carolina, Austin and San Antonio in Texas and the Greater Jackson Metro area in Mississippi. All of these locations are modern large-format convenience stores that include proprietary hot food offerings and/or branded quick service restaurants and average nearly 5,000 square feet and 2.5 acres per site.

Even as capital costs have shifted since we priced the transaction, the initial cash yield reflects the quality of the real estate and the operator as well as the opportunity to complete the transaction outside of a competitive process. Importantly, we funded a substantial portion of the transaction with capital raised earlier in the year at lower costs, which allowed us to generate a positive initial investment spread. We were also able to identify capital recycling opportunities within our existing portfolio that allow us to capture outsized value for certain properties and accretively redeploy the proceeds into the Refuel portfolio. Again, I will say that we are thrilled to increase our exposure with a strong operator in Refuel and to own these large modern convenience store assets in some of the best markets across the U.S.

In addition to the Refuel transaction, we've invested more than $240 million across a diverse set of convenience and automotive retail assets year-to-date, including collision centers, drive-thru QSRs, oil change facilities, express tunnel car washes and other large-format convenience stores. This activity has helped drive a 21% year-over-year increase in our annualized base rent, 5% growth in our year-to-date AFFO per share and another increase in our full year 2026 earnings guidance range. These results demonstrate the effectiveness of our platform and our ability to consistently source relationship-based sale leasebacks in our core convenience and automotive retail real estate sectors.

But our ability to source opportunities must be matched by disciplined capital allocation. We will deploy capital only when expected investment spreads support earnings growth and create long-term value for our shareholders. As we look at the spectrum of opportunities beyond what we have under contract, it is clear that the rapid increase in interest rates and broader capital costs are having an impact on the transaction market for commercial properties in our target sectors.

We think it is important that we remain positioned to serve our tenant base and capture the opportunities that will inevitably surface as the market recalibrates.

While we are real estate investors at our core, operators in our target sectors also view us as a financing source. Our capital helps them invest in their businesses, grow their store networks and manage their balance sheets, and we want to continue supporting these efforts. That said, we intend to remain disciplined in our underwriting and approach to capital allocation. We will continue to prioritize owning well-located properties with strong access and visibility in densely populated or growing metro areas. We will structure leases that require site-level financial reporting and other landlord protections. And we will continue to be thoughtful about how we raise and deploy capital to ensure we are doing so in an accretive manner.

The long-term health of our portfolio is paramount, and we remain confident in the quality, durability and ongoing diversification of our asset base as well as the tenants that occupy our real estate who provide essential goods and services to the mobile consumer. We believe that we have built a differentiated platform that can drive disciplined growth as we continue to lean into our focused investment strategy and our core convenience in automotive retail sectors. Finally, I'm pleased to report that our Board of Directors approved an increase of 3.1% in our recurring quarterly dividend to $0.50 per share. This represents the 13th straight year we have grown the dividend alongside our earnings. With that, I will let RJ discuss our portfolio and investment activities.

Thank you, Chris. At quarter end, our lease portfolio included 1,263 properties and 2 active redevelopment sites. Excluding the active redevelopments, occupancy was 99.7%, and our weighted average lease term has increased to 10.8 years. Our portfolio spans 46 states plus Washington, D.C., with 58% of our annualized base rent coming from the top 50 MSAs and 74% coming from top 100 MSAs. For the quarter, we invested $297.4 million, which included the acquisition of 53 properties for $286 million and incremental development funding of $11.3 million.

The initial cash yield on these investments was 6.9%. The weighted average lease term on acquired assets for the quarter was 19.5 years.

Beyond the Refuel transaction, we also acquired 12 additional properties for $25.2 million at an 8% initial cash yield, including 1 travel center, several auto service centers and a couple of drive-thru QSRs that all represented repeat business with existing tenants. Subsequent to quarter end, we invested an additional $46.3 million at a 7.6% initial cash yield, bringing our year-to-date total investments to $502.3 million at a 7.2% initial cash yield. Looking ahead, the majority of the $75 million of investments under contract are auto service centers and drive-thru QSRs. About half of the pipeline is comprised of development funding transactions with the balance being regular way acquisitions. Initial cash yields for this opportunity set are in the 8% area.

With respect to other investments that we are evaluating, we are having constructive discussions with counterparties regarding asset pricing. While we typically see a lag between changes in capital costs and transaction yields, we are encouraged by the dialogue thus far, including successfully repricing certain deals. We expect opportunities to remain available in our target convenience and automotive retail sectors, but we will proceed selectively and pursue only those investments that meet our underwriting and return criteria. Moving to dispositions. During the third quarter, we sold 8 properties for gross proceeds of $11.6 million. And year-to-date, we've disposed of 14 properties for gross proceeds of $23.5 million. We have several additional properties in various stages of the disposition process, and we are tracking to generate the proceeds we've targeted to partially fund the Refuel transaction and potentially other investment activity.

With respect to our asset management activities, as we have grown and become increasingly diversified, we have continued to evolve our approach to monitoring tenant credit, site level performance and other indicators of portfolio risk. Ultimately, our goal is to develop a framework that can scale with our growing asset base and allow us to provide incremental and standardized views of portfolio risk. Approximately 77% of our ABR requires site level financial reporting from tenants, and we have visibility into an additional 17.5% of ABR that is derived from public reporting companies.

Overall, the portfolio continues to operate at essentially full occupancy and exhibit stable rent coverage, which reflects the resilience of our tenants and the businesses they operate. Trailing 12-month rent coverage was 2.5x, consistent with recent periods and both convenience store and car wash coverage were in line with that level. As always, we will continue to monitor certain leases with near-term lease expirations, lower rent coverage and other situations that may arise in the normal course. With that, I will turn the call over to Brian to discuss our financial results.

Thanks, RJ. Good morning, everyone. Starting with headline earnings. AFFO per share was $0.64 in Q3 2026 and $1.89 for the first 9 months of the year, representing growth of 3.2% and 5.0%, respectively, over the prior year period. A more detailed description of our quarterly and year-to-date results can be found in our earnings release and our corporate presentation contains additional information regarding our earnings and dividend per share growth over the last several years. Moving to G&A expenses. Management focuses on the ratio of G&A, excluding stock-based compensation and nonrecurring retirement costs to cash rental and interest income. That ratio was 8.2% for Q3 2026 and 8.9% for the first 9 months of the year, representing improvements of 60 basis points and 85 basis points, respectively, as compared to the prior year period. We continue to expect G&A growth to be less than 2% and our G&A ratio to be below 9% for the full year 2026 as we continue to benefit from efforts to scale the company.

Turning to the balance sheet and liquidity. As of September 30, net debt to EBITDA was 5.2x or 5.0x, including unsettled forward equity, which is within our stated target leverage range of 4.5x to 5.5x. Fixed charge coverage for the quarter was 4.1x. We ended the quarter with $1.2 billion of total debt outstanding, including $1 billion of senior unsecured notes with a weighted average interest rate of 4.5% and a weighted average maturity of 5.5 years, and $200 million drawn on our $450 million revolving credit facility. We have no debt maturities until 2028. After quarter end, we closed on a new $200 million unsecured term loan and used the proceeds to repay the balance on our Revolver. The term loan has an initial term of 2 years with 3 12-month extension options and bears interest at an effective rate of 5.03% based on our BBB- credit rating.

During the quarter, we settled approximately 5.1 million shares of common stock subject to outstanding forward sale agreements for net proceeds of approximately $165 million. We also entered into new forward sale agreements to sell approximately 800,000 shares of common stock for anticipated gross proceeds of $28 million. In total, we currently have 1.5 million shares of common stock subject to outstanding forward sale agreements, which upon settlement are anticipated to raise gross proceeds of approximately $52 million. We have more than $500 million of total liquidity at quarter end, including unsettled forward equity and Revolver capacity, which provides sufficient capital to fund our under contract pipeline and pursue additional investments that meet our underwriting and return criteria as discussed by both Chris and RJ.

With respect to our earnings outlook, as a result of our year-to-date investment activity, we are tightening our full year 2026 AFFO per share guidance to a range of $2.53 to $2.54 from our prior guidance of $2.52 to $2.54. As a reminder, our guidance reflects the current run rate from our in-place portfolio with certain expense and credit loss variability and does not include any prospective investments or capital activities. With that, I'll ask the operator to open the call for questions.

Yes. I mean I'll start and then RJ can maybe go to some of the details, Mitch. But first off, as I mentioned, Refuel has been a tenant of ours for more than 5 years. We have assets with them in a couple of markets across the South that we expanded on as part of this deal. As far as I know, we're their only institutional landlord. This was a directly negotiated transaction where we worked with them to pick a portfolio, size the transaction overall. Again, I'll just say that we feel great about how the transaction came to us, the relationship we have with Refuel, the alignment that we have from a geographic focus, modern format convenience stores. And just internally here at Getty, I'm thrilled with how thoughtful we were around the structuring, the unitary leases, the financing that we've discussed -- and overall, just -- again, I think as I mentioned, we're really happy with the deal. We feel really good about having Refuel as one of our top tenants, and we're thrilled to own the assets long term.

Hey, Mitch, it's RJ. As Chris said in his prepared remarks, this is direct off-market with a proven partner. These are large-format stores at nearly 5,000 square feet and 2.5 acres of site. I think what really stands out to us about the assets and the operator is Refuel is focused on the C-store, very consistent branding, high-quality food offerings, many of the sites have complementary QSRs with drive-thrus as part of the facility. And all those assets in really good markets are backed by a growing regionally dominated operator. If you were to ask me what the ideal asset and tenant looks like in 2026, for Getty. These Refuel sites are the epitome of kind of the modern C-store and platform and really is one of the reasons we are so bullish on the package.

Hey, Mitch, it's Brian. I think there's probably maybe 2 ways to answer that. Clearly, we've been a little bit more explicit about capital recycling as it relates to the Refuel transaction. As Chris just mentioned, that was part of the -- what we believe is a thoughtful capital structure for that deal, the opportunity to mine our portfolio for some assets that could generate outsized value creation and be redeployed accretively. So that's one piece of it. Again, I think we've been pretty clear, pretty explicit about.

I think on a go forward, we're always evaluating as I think most of that these platforms are capital sources relative to where we can deploy that capital. We've demonstrated over the last several years, our ability to be timely and opportunistic around equity offerings, around debt offerings, using forwards, using the ATM, using delayed draws to manage the match funding of that capital. And again, I think dispositions are something that we absolutely will be looking at. We spent some time this year advancing or enhancing sort of our disposition platform to get that to be more programmatic in the way that our acquisition platform has grown into over the last several years. And I guess it's a long way of saying, I think it's part of the equation, but it will be dependent on other factors, other capital sources and where we can deploy capital as well.

Yes, it's a great question. Thank you. I think as I mentioned on a couple of calls or in other meetings this year, I mean, going into '26 and at certain parts earlier in the year when we had the cost of capital, we took advantage of that raised funds aggressively. And when you combine that with the people we have here at Getty, the improvements we made in processes and systems, we leaned in on the acquisition side. And I think the $500 million year-to-date kind of reflects that.

As we sit here today, and you look at our pipeline, which is now 75, maybe slightly smaller than it's been in prior quarters, I don't necessarily think that's a bad thing, right? We're reacting to changing market conditions. As RJ mentioned, there's been some repricing of transactions. And we're going to just remain disciplined with underwriting, disciplined with locking in accretive spreads. And we're really going to take it transaction by transaction and just keep focusing on adding the highest quality assets Getty can in its target sectors to our portfolio.

Sure. The movement in interest rates and capital costs in general over the last 60 to 90 days has been really rapid. Generally, when moves like this take place over longer time horizons, cap rates tend to lag. Obviously, the last 60 to 90 days have been unique. I think what we're seeing is partners aware of what's transpiring broadly and far more willing to engage and be constructive than certainly what we've seen in the past.

I think part of the success that we've had in restructuring or renegotiating deals recently is just the very nature of the types of deals that we do and the partnerships we build. The vast majority of our deal flow is directly with our counterparties. So we're constantly speaking them throughout the deal life cycle. And what we offer them is a tool to help them grow. But that direct connectivity is really what allows our deal team to be transparent real time. I think we're able to share kind of educate our partners on what's happening in the broader market and what's happening with our cost of capital as well. And what we found recently really in all stages of deals in our pipeline is a willingness for our counterparties to adjust and move with us as the market moves. And look, if we can't find agreement on how best to move forward, we'll either collectively kind of punt or delay the transaction or part ways on that specific deal. But all in all, I've been really pleased with how the team has been able to adjust and keep many, if not most of the deals really over the last 60, 90 days moving forward.

Yes. Absolutely, Jana. Thanks for the comments. We look at any transaction a few different ways. But one of the ways we always start with is looking at spot cost of capital. And this is a transaction that was agreed to that was priced back in -- right around the end of May, so call it, mid-second quarter. As Chris alluded to, obviously, the environment was a little bit different there. And on that basis, it was accretive at the time, but maybe not at the levels that we look to achieve on a regular basis. And so a big part of it was some of the dispositions that we talked about, not a huge contributor in terms of dollar amount, but the types of cap rates that some of those assets have sold and some of the ones in the pipeline we think will sell added quite a bit to that investment spread.

With respect to the debt, it was a combination of things. Obviously, a shorter-term loan is going to have a lower interest rate. And yes, we certainly acknowledge that, that's a positive contributor to the spread. But there was other rationale, particularly around balance sheet flexibility that we thought made a lot of sense to go with a short-term -- shorter-term fully prepayable loan. We have some other debt coming due in '28. We'll likely be recasting our Revolver in 2028. That matures in January '29. And it just gives us some optionality at that time as we're looking at our capital structure, private placements, which we've done a lot of in the past or if we're looking at the public bond market at that time.

So again, emphasizing the flexibility. And if those options don't seem appealing at the time, we do have the 3 extension options available to us, which would largely make us a 5-year loan into 2031, where we had no other debt maturities. So we felt that fit very well also. So there was an economic benefit to going shorter term. But I'd say as big, if not, even more of a driver of choosing that path was the flexibility that affords us on the balance sheet as we get out a couple of years.

Yes. Thanks for asking, Rob. It's something, obviously, as we've been growing the company, that's been increasing. I'd say, call it, $40 million to $50 million at this point, so take the midpoint about $45 million, which on a relative basis for our size and our typical investment activity notwithstanding this year, can be a nice contributor to funding sources.

Not enthused would be an appropriate characterization of that, Rob. Yes. Maybe I'll take a jump up and just a little bit high level. If you look at the $50 million of equity for round numbers, let's say, $50 million of free cash flow, again, that's going to be more over a 4, 5-quarter period. And lever that up. But that gives you, call it, $165 million of leverage-neutral buying power, just to use some round numbers against that $75 million under contract pipeline. So that's what allows us to say with confidence that we have ample funding capacity, ample capital available to fund the pipeline plus some additional opportunities as they arise, and that would be on a leverage-neutral basis.

I think beyond that, you start looking at where are the other capital sources, where is equity at those times, where is our disposition program, which we are talking about a little bit. And then where is the market on the deployment of that capital. I think we all know we're spread investors. And as the transaction market starts to adjust, if we can generate the appropriate spreads and get the right yields even at these capital costs, that may make sense for us to do. Alternatively, as we've been talking a lot about on this call, we're going to be disciplined with allocation. And if we can't do that, we'll be very selective and do the deals that make the most sense. And if volume floats as a result, deal volume that is, that's okay, right? We're earnings growth-focused shop, spread investing focused shop. And volume, as you've seen from us over the years, will tend to be a variable relative to the deals that are available to us.

This is RJ. I think you hit the nail on the head. Historically, 1031 has been that -- I don't know what's the right word, a premium buyer. But certainly, as the bonus depreciation laws have kind of codified. That is becoming a bigger and bigger part of our universe, the net lease universe. And certainly, I think Getty is uniquely positioned where the majority of assets that we own are prime targets for that type of buyer. It's -- we've engaged with buyers on that front over the years. And I do think it is one that continues to grow and certainly part of our strategy as we think about dispositions, both now and on a go-forward basis.

This is RJ. I think I've talked about it in past quarters that I feel like sale leaseback has been coming more in vogue over the last, call it, 3 to 6 quarters. I think that trend continues. I do continue to see balance. Folks continue to want to grow ground up. But I think both our partners and we are focused on being discerning on those development deals as costs rise that they're the right ones. So it remains a part of our pipeline and a part of our strategy. But I think I highlight that I think sale-leaseback and that more traditional transaction, Refuel is a prime example, is continuing to become a stronger part of our pipeline.

And Alec, I would just add specific to some of the metrics we put out today, that $75 million pipeline, if it's not obvious, are deals that were struck in a slightly different time period, right? Those are all deals under contract. Some of those are development funding deals that we've had under contract for some time, some of the acquisitions maybe more recently, but all sort of backwards looking versus what we've been talking about the current environment. And I think, RJ, don't put words in your mouth, but probably a little TBD, right, how tenants are going to react to the broader environment, macro environment around how they're thinking of new store growth, whether that's ground up or acquisitions.

Just to reiterate RJ's point, the key takeaway is that we're positioned to support those tenants in either structure, and we end up with fee simple ownership of an asset under long-term lease either way, and that's really what we're after.

That could be a fair assumption. I think our tenants are exploring a lot of different ways to manage their balance sheet. I think the products that we offer over the last year or so, I just answered it earlier, are continuing to become more and more attractive. I don't necessarily think the current market changes that desire for them to continue to partner with us. And we've got a couple of different avenues that we can partner with them to aid their growth, manage their balance sheet.

Brad, it's RJ. Obviously, over the last 60 to 90 days, things have moved quickly. Our engagement with our partners kind of varied depending on the deal and certainly where that deal is in its life cycle. I think what you're alluding to is kind of the future. And those are, I think, being -- I don't know the right word, born in the newer environment. So certainly, pricing and pricing adjustments are part of the conversation on day 1. With specificity where it's headed, I just -- one, I'm not sure I can predict that. But we do take it deal by deal, and we certainly are looking at all the factors, our own cost of capital, our own need to have accretive investments with really every transaction. And certainly, I would expect cap rates to keep walking up in the current conditions.

Given our methodology, Brad, sort of run rate, I'd say the short answer would be no in terms of material onetime or other. But for the assumptions that do have some variability to it, obviously, with rates having ticked up, short-term rates, in particular, any balances on the Revolver that are subject to -- we use a forward curve in our model, as you can expect. So rates have ticked up a little bit there. This may not get exactly to your question, but just the timing of funding Refuel. We took out a little bit more equity in the third quarter than we would have had some of the disposition proceeds that we're circling up now been available then. So that's kind of a small drag in the near term.

And then we are maybe a little bit conservative, I would say, around potential debt deal costs. That's one of the other areas where there's some variability. We've obviously spent a lot of time here talking about the transaction market and conversations around repricing and renegotiating. You've heard that we've had some success, which we feel good about, but didn't want to get too aggressive around that assumption just because we may see some fallout, as RJ alluded to, if we can't get a meeting of the minds, there may be some deals that we do walk from. But beyond that, I'd say typical sort of guidance from us and maybe those items drove the tightening versus an increase on both ends.

Yes. I'd say broadly speaking, we still really like the 4 sectors that we focus on, right? And I really think we're looking at what's the right transaction for Getty within each sector. One of the areas that's not lost on us is this is the second year in a row that we've got a large C-store portfolio, right, which might be impeding some of our diversification goals by sector. But again, I just go back to what I said before, which is we're really focused on adding the right assets in the right markets with the right tenant in the portfolio. And we think that size and scale right now may trump some of our overall diversification goals. But Michael, really, we're a focused investor. We're in 4 primary convenience and automotive retail sectors. We like the areas we invest in. We're happy with the businesses that our tenants operate and the essential services that they provide, and we'll take it deal by deal.

Yes. I think there's -- I would just point to 2 broad areas. First is some of the properties that we've redeveloped into what I would call as non-core assets for Getty. Again, that's -- on one hand, we're really happy that we're able to redevelop properties and reinvest in assets. But today, if it's not part of our core convenience and automotive strategy, I think there's a real opportunity to extract value there. And then we do have a number of properties that are located in highly attractive markets, particularly in the Northeast. And there are folks that are looking at those as maybe alternative use values that would be on a cap rate basis, priced very aggressively.

Yes. I think we mentioned this on the last call. Nationally, fuel margins continue to be in that low $0.40 range, which is, again, not a record, but is a very healthy number. And one of the potential shifts that's happening right now in 2026 is I would think that the gross profit made on the fuel is offsetting or more than offsetting any softness that we're seeing from our tenants who are maybe looking at retail visits inside the store being flattish as opposed to the prior decade where all the growth has been really around in-store visits. So again, coverage in the portfolio is stable. I think fuel is a larger contributor in '26 than it has been in prior years. Longer term, I think we'd expect to see the trend continue where the growth inside the C-store and the diversification of products sold and branding will continue to be the majority of the emphasis for our tenants from a growth perspective. But today, fuel is performing quite well.

Hey, Akhil. It's Brian. I don't know of any realized credit losses. You may be referring to the sort of rounding collection number. We have been at 100%. I think it's 99.9%. And frankly, I think it probably rounds up to 100%. So I would say that's just regular way collections in terms of operating a large portfolio, but no realized credit losses if we're talking about the same thing.

Great. Thank you, operator, and thank you, everyone, for joining us for our call for the third quarter. We look forward to getting back on with everybody in February when we report the fourth quarter and year-end results for 2026, and we really appreciate your interest in Getty Realty.