GETTY REALTY CORP /MD/ 8-K

What Happened

• Getty Realty Corp. announced that Mark J. Olear will retire as Executive Vice President, Chief Investment Officer and Chief Operating Officer effective February 27, 2026. The company named Robert J. (“RJ”) Ryan (age 47), currently Senior Vice President of Acquisitions, as Chief Investment Officer. The company will not fill the Chief Operating Officer role.
• Mr. Olear and Getty entered a Retirement Agreement and expect to enter a Consulting Agreement. Through the Retirement Date he will continue to receive salary and benefits and remain eligible for a discretionary 2025 cash bonus, 2025 supplemental retirement contributions and employer matching retirement contributions. Post-retirement, Getty will reimburse COBRA premiums for Mr. Olear and eligible dependents through September 30, 2026 (via a lump-sum payment within 30 days after the Retirement Date, regardless of COBRA election).

Key Details

• Retirement effective date: February 27, 2026. Press release issued January 20, 2026.
• Equity and payouts: Mr. Olear holds 205,900 restricted stock units (RSUs); 118,800 have already vested. Under the Retirement Agreement the remaining unvested RSUs will fully vest as of the Retirement Date. Time‑vested RSUs will be settled in shares after a six‑month delay; accelerated RSUs will be settled in a lump‑sum cash payment within 30 days following the Retirement Date (both subject to withholding).
• Consulting fees: If he signs the Consulting Agreement, Olear will be an independent contractor from March 2, 2026 through September 30, 2027 (unless changed) and will receive $25,000/month from March 2–Sept 30, 2026 and $10,000/month thereafter, plus possible additional fees tied to redevelopment projects.
• Succession: RJ Ryan joined Getty in March 2016, was promoted to SVP of Acquisitions in Feb 2023, and previously worked at Marx Realty and Macerich.

Why It Matters

• This is a senior leadership change in Getty’s investment and operations team. The CIO role is moving to an internal successor, which suggests continuity in the company’s real estate investment activities but also triggers contractual payouts and ongoing consulting fees that create near‑term cash and equity settlement obligations.
• Investors should note the specific, disclosed cash/stock settlement timing (30 days and six months) and the consulting fee schedule; these are concrete, near‑term items that may affect cash flow and share dilution timing. The filing does not disclose any change to Getty’s investment strategy or financial guidance.