Getty Realty Corp美股招股说明书(2026-02-17版)

The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectussupplement and the accompanying prospectus are not an offer to sell these securities and they are not soliciting an offer to buythese securities in any jurisdiction where the offer or sale is not permitted. Subject to CompletionPreliminary Prospectus Supplement, dated February 17, 2026 PROSPECTUS SUPPLEMENT(To prospectus dated January5, 2024) 4,000,000 Shares Common Stock We are offering 4,000,000 shares of our common stock, par value $0.01 per share (“common stock”). We expect to enter into separate forward sale agreements with each of J.P.Morgan Securities LLC and Wells Fargo Securities, LLC (or their respective affiliates), whom we refer to in such capacity as the forward purchasers. In connection with the forward saleagreements, the forward purchasers (or their respective affiliates) are expected to borrow from third parties and to sell to the underwriters an aggregate of 4,000,000 shares of our commonstock that will be sold in this offering. We will not initially receive any proceeds from the sale of shares of our common stock by the forward purchasers (or their respective affiliates), exceptin certain circumstances described in this prospectus supplement. We expect to physically settle the forward sale agreements and receive proceeds, subject to certain adjustments, from the saleof those shares of our common stock upon one or more such physical settlements within approximately one year from the date of this prospectus supplement. Although we expect to settle theforward sale agreements entirely by the physical delivery of shares of our common stock in exchange for cash proceeds, we may elect cash settlement or net share settlement for all or aportion of our obligations under the forward sale agreements, in which case, we may receive, or we may owe, cash or shares of our common stock from or to the forward purchasers. See“Underwriting— Forward Sale Agreements” in this prospectus supplement. If the forward purchasers (or their respective affiliates) do not deliver and sell all of the shares of our common stock to be sold by them to the underwriters, we will issue and sell to theunderwriters a number of shares of our common stock equal to the number of shares of our common stock that the forward purchasers (or their respective affiliates) do not deliver and sell,and the number of shares underlying the forward sale agreements will be decreased by the number of shares that we issue and sell. Our common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “GTY.” The last reported sale price of our common stock on the NYSE on February13,2026 was $33.24 per share. In order to preserve our status as a real estate investment trust (“REIT”) for federal income tax purposes, among other purposes, our charter imposes certain restrictions on ownershipof our common stock. See “Description of Capital Stock—Ownership and Transfer Restrictions” in the accompanying prospectus. Investing in our common stock involves risks. See the information under the captions “Risk Factors” beginning on page S-10 of thisprospectus supplement and beginning on page 3 of the accompanying prospectus, as well as the information under the caption “Risk Factors”in our Annual Report on Form 10-K for the year ended December31, 2025, which is incorporated by reference in this prospectus supplement. The underwriters have agreed to purchase shares of our common stock at a price of $per share, which will result in approximately $million of proceeds to usbefore expenses, subject to certain adjustments, upon full physical settlement of the forward sale agreements. The underwriters may offer the shares of our common stock from time to timefor sale in one or more transactions on the NYSE, in theover-the-countermarket, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices relatedto prevailing market prices or at negotiated prices. For the purposes of calculating the aggregate proceeds to us before expenses, we have assumed that the forward sale agreements will befully physically settled based on a forward sale price equal to the initial forward sale price of $per share, which is the price to be paid to the forward purchasers (or their respectiveaffiliates) by the underwriters. The forward sale price is subject to adjustment pursuant to the terms of the forward sale agreements, and the actual proceeds, if any, to us will be calculated asdescribed in this prospectus supplement. The underwriters have been granted a 30-day option from the date of this prospectus supplement, exercisable in whole or in part from time to time, to purchase up to an additional600,000 shares of our common stock at the price per share set forth on the cover page of this prospectus supplement, less any dividends or distributions payable on the shares initiallypurchased by the under