UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )


Filed by the Registrant ☒			Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

GETTY REALTY CORP.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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GETTY REALTY CORP. 292 MADISON AVENUE, 9TH FLOOR

NEW YORK, NEW YORK 10017-6376

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD APRIL 21, 2026

To our Stockholders:

NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Getty Realty Corp., a Maryland corporation (the “Company”), will be held on April 21, 2026 at 2:30 p.m. Eastern Time in a virtual format only. You will not be able to attend the Annual Meeting in person. To be admitted to the virtual Annual Meeting, you should go to www.virtualshareholdermeeting.com/GTY2026 and enter the control number found on your proxy card (“Proxy Card”), voting instruction form or Notice of Internet Availability of Proxy Materials. You will be deemed present and may vote at the virtual Annual Meeting by following the instructions available on the meeting website during the meeting.

As set forth in the attached proxy statement, the Annual Meeting will be held for the following purposes:

(1)	to elect a Board of Directors of six directors to hold office until our 2027 annual meeting and until their successors are elected and qualified;

(2)	to hold an advisory vote to approve named executive officer compensation; and

(3)	to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2026.

We will also transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

The Proxy Statement accompanying this Notice more fully describes the proposals to be voted on at the Annual Meeting.

Only stockholders of record at the close of business on February 25, 2026 are entitled to notice of and to vote at the Annual Meeting or any adjournments or postponements thereof.

On or about March 12, 2026, we are furnishing proxy materials to our stockholders through the internet as permitted under the rules of the Securities and Exchange Commission. Under these rules, many stockholders will receive a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability of Proxy Materials”) instead of a paper copy of the Notice of Annual Meeting of Stockholders and Proxy Statement, our Proxy Card, and our Annual Report to Stockholders. We believe that this process gives us the opportunity to serve our stockholders more efficiently by making the proxy materials available quickly online and reducing costs associated with printing and postage. Stockholders who do not receive a Notice of Internet Availability of Proxy Materials will receive a paper copy of the proxy materials by mail. The Notice of Internet Availability of Proxy Materials instructs you how to access and review the proxy materials and our Annual Report beginning on March 12, 2026. The Notice of Internet Availability of Proxy Materials also instructs you how you may submit your proxy over the internet.


New York, New York March 12, 2026			By Order of the Board of Directors, /s/ Joshua Dicker Joshua Dicker Executive Vice President, General Counsel and Secretary

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WHETHER OR NOT YOU PLAN TO ATTEND THE VIRTUAL ANNUAL MEETING, PLEASE READ THE PROXY STATEMENT AND COMPLETE A PROXY CARD FOR YOUR SHARES AS SOON AS POSSIBLE. YOU MAY VIA THE INTERNET AUTHORIZE A PROXY HOLDER TO VOTE YOUR SHARES BY FOLLOWING THE INSTRUCTIONS ON THE WEBSITE INDICATED IN THE NOTICE MAILED TO YOU REGARDING THE AVAILABILITY OF PROXY MATERIALS. IF YOUR SHARES ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK, NOMINEE OR OTHER INSTITUTION, YOU SHOULD PROVIDE INSTRUCTIONS TO YOUR BROKER, BANK, NOMINEE OR OTHER INSTITUTION ON HOW TO VOTE YOUR SHARES. YOU MAY ALSO REQUEST A PAPER PROXY CARD TO SUBMIT YOUR VOTE BY MAIL. IF YOU VIRTUALLY ATTEND THE ANNUAL MEETING AND VOTE VIA THE MEETING WEBSITE, THAT VOTE WILL REVOKE ANY PROXY YOU MAY HAVE PREVIOUSLY SUBMITTED. IF YOU HOLD SHARES IN THE NAME OF A BROKERAGE FIRM, BANK, NOMINEE OR OTHER INSTITUTION, THEN, IN ORDER TO VOTE YOUR SHARES VIA THE MEETING WEBSITE DURING THE MEETING, YOU MUST ENTER THE CONTROL NUMBER FOUND ON YOUR PROXY CARD, VOTING INSTRUCTION FORM OR NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS.

YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN.


GETTY REALTY 2026 Proxy Statement			3

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PROXY SUMMARY 2026 ANNUAL MEETING OF STOCKHOLDERS			6
Annual Meeting Information			6
Record Date, Voting Rights, Outstanding Shares and Quorum			6
Voting Requirements			6
Vote Required			7
Broker Non-Votes			7
Revocation of Proxies			8
Solicitation of Proxies			8
Notice Regarding the Internet Availability of Proxy Materials			8
Voting Items and Board of Directors Recommendations			8
Performance Highlights			9
Executive Compensation Highlights			10
Business Philosophy			10
Corporate Responsibility			11
Social Responsibility and Human Capital Development			12
Corporate Governance			13
Board Composition			13
Cybersecurity and Generative AI Oversight			14
PROPOSAL NO. 1 ELECTION OF DIRECTORS (ITEM NO. 1 ON THE PROXY CARD)			15
Nominees for Election at the Annual Meeting			15
Committee Composition of our Board of Directors			18
Experience and Qualifications Represented on our Board of Directors			19
Recommendation			19
CORPORATE GOVERNANCE AND RELATED MATTERS			20
Board of Directors and Board Leadership Structure			20
Role of Board of Directors in Risk Oversight			21
Independence of Directors			22
Directors’ Meetings			23
Committees			23
Audit Committee			23
Nominating/Corporate Governance Committee			24
Responsibility for Director Nominations			24
Role in Oversight of Sustainability Reporting and Policies and Procedures			26
Compensation Committee			26
Contacting the Board of Directors			27
Executive Officers			27
Corporate Responsibility–Environmental Practices, Social Responsibility and Governance			28
Environmental Stewardship			29
Human Capital Development			31


Employee Compensation and Welfare Programs			31
Corporate Culture			32
Corporate Governance			32
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF SHARES			34
EXECUTIVE COMPENSATION			36
Compensation Discussion and Analysis			36
2025 Company Performance Highlights			36
Executive Succession and Transition			36
Getty’s Compensation Program			37
Base Salary			40
Incentive Compensation			41
Annual Performance-Based Cash Bonus			41
Long-Term Equity Incentive Awards			41
Retirement Plans			42
Anti-Hedging and Anti-Pledging Policy			43
Stock Ownership Policy			43
Clawback Policy			43
Insider Trading Policy			43
Compensation Policies and Practices as Related to Risk Management			43
Compensation Committee Report			44
NEO Retirement and Related Party Transaction			45
Summary Compensation Table			46
All Other Compensation			47
2025 Grants of Plan Based Awards			48
2025 Outstanding Equity Awards at Year-End			49
2025 Option Exercises and Stock Vested			50
Nonqualified Deferred Compensation			50
Potential Payments upon Termination or Change in Control			51
2025 Compensation Disclosure Ratio of the Median Annual Total Compensation of All Company Employees to the Annual Total Compensation of the Company’s Chief Executive Officer			51
Director Compensation			52
Pay Versus Performance			53
List of Most Important Financial Performance Measures			54
Pay Versus Performance Relationship Disclosures			54
Equity Compensation Plans			56
PROPOSAL NO. 2 ADVISORY (NON-BINDING) VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION (SAY-ON-PAY) (ITEM NO. 2 ON THE PROXY CARD)			57
Background			57
Recommendation			57


4			GETTY REALTY 2026 Proxy Statement

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GETTY REALTY 2026 Proxy Statement			5

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Proxy Summary 2026

Annual Meeting of Stockholders

This Proxy Summary highlights information contained elsewhere in this Proxy Statement. This Proxy Summary does not contain all the information that you should consider before voting. Please carefully read the complete Proxy Statement and Getty’s Annual Report on Form 10-K before voting.

Annual Meeting Information

This Proxy Statement is furnished in connection with the solicitation of proxies by and on behalf of the Board of Directors of Getty Realty Corp. (hereinafter called the “Company” or “Getty”), to be voted at the Annual Meeting to be held in a virtual format only at www.virtualshareholdermeeting.com/GTY2026 on April 21, 2026 at 2:30 p.m. Eastern Time, and at any adjournments or postponements thereof (the “Annual Meeting”), for the purposes of (1) electing six directors to Getty’s Board of Directors; (2) holding an advisory vote to approve named executive officer compensation; and (3) ratifying the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm. We will also transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

Record Date, Voting Rights, Outstanding Shares and Quorum

At the close of business on February 25, 2026, the record date for stockholders entitled to notice of and to vote at the Annual Meeting, there were 59,816,531 shares of Getty common stock outstanding. Only the holders of record of our common stock as of the close of business on the record date are entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof. Each outstanding share of common stock is entitled to one vote. The shares of common stock vote as a single class. In order to constitute a quorum at the Annual Meeting, there must be present virtually or represented by proxy stockholders entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting as of the record date.

Under Maryland law, shares represented by proxies that reflect abstentions or “broker non-votes” (i.e., shares held by a broker, bank, nominee or other record holder which are present virtually or by proxy at the Annual Meeting, but with respect to which such broker, bank, nominee or other record holder lacks discretionary authority to vote the shares and has not received voting instructions from the beneficial owner of the shares to vote on a particular proposal and is thus not empowered by the beneficial owner to vote the shares on such proposal) will be counted as shares that are present and entitled to vote for purposes of determining the presence of a quorum.

Voting Requirements

If your shares are held in the name of a broker, bank, nominee or other record holder, you will receive instructions from the holder of record on how to vote your shares. You must follow the instructions of the holder of record in order for your shares to be voted. If your shares are not registered in your own name and you plan to vote your shares during the Annual Meeting, you should go to the meeting website and enter the control number found on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”).


6			GETTY REALTY 2026 Proxy Statement

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If your shares are registered directly in your name with our transfer agent, you are a “stockholder of record,” and you may vote your shares:


REPORT OF THE AUDIT COMMITTEE			58
Oversight Responsibilities			58
Internal Control and Financial Reporting Process			58
Enterprise Risk Management			58
Information Security and Data Protection			58
Independence/Qualifications			59
Sarbanes-Oxley Act Compliance			59
Financial Statements			60


PROPOSAL NO. 3 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (ITEM NO. 3 ON THE PROXY CARD)			61
Recommendation			61
Deadlines for Submitting Stockholder Nominees for Director and Other Stockholder Proposals for the 2027 Annual Meeting			62
Section 16(A) Beneficial Ownership Reporting Compliance			62
Other Matters			62

Date and Time:

Record Date:

April 21, 2026
at 2:30 p.m. Eastern Time

Virtually at
www.virtualshareholdermeeting.com/GTY2026

February 25, 2026

SEC Form DEF 14A filed by Getty Realty Corporation