GTY 10-K & 10-Q changes, risk factors and insider trading

The relative concentration of aA material numberportion of our properties are concentrated in thecertain Northeast and Mid-Atlantic regions of the United States,states and adverse conditions in those regions, in particular, could negatively impact our operations.

The real estate industry is highly competitive. Where we own properties, weWe compete for tenants with a large number of real estate property owners and other companies that sublet properties. Our principal means of competition are rents we are able to charge in relation to the income producing potential of the location. In addition, we expect other major real estate investors, some with much greater financial resources or more experienced personnel than we have, will compete with us for attractive acquisition opportunities. These competitors include petroleum manufacturing, distributing and marketing companies, convenience store retailers, other REITs, public and private investment funds, and other individual and institutional investors. This competition has increased prices for properties we seek to acquire and may impair our ability to make suitable property acquisitions on favorable terms in the future.

Significant numberSome of our tenants depend on the same industry for their revenues.

We enter into leases and various other agreements which contractually allocate responsibility between the parties for known and unknown environmental liabilities at or relating to the subject properties. Under applicable laws, we are contingently liable for these environmental obligations in the event that our tenant does not satisfy them, and we are required to accrue for environmental liabilities that we believe are allocable to others under our leases if we determine that it is probable that our tenant will not meet its environmental obligations. It is possible that ourOur assumptions regarding the ultimate allocation method and share of responsibility that we useduse to allocate environmental liabilities may change, which has resulted, and may resultin the future result, in material adjustments to the amounts recorded for environmental litigation accruals and environmental remediation liabilities. We assess whether to accrue for environmental liabilities based upon relevant factors including our tenants’ histories of paying for such obligations, our assessment of their financial capability, and their intent to pay for such obligations. However, there can be no assurance that our assessments are correct or that our tenants who have paid their obligations in the past will continue to do so. We may ultimately be responsible to pay for environmental liabilities as the property owner if our tenant fails to pay them. The ultimate resolution of these matters could cause a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price.

We are defending pending lawsuits and claims and potentially are subject to material losses.

A material portion of our properties are concentrated in thecertain Northeast and Mid-Atlantic regions of the United States,states, and adverse conditions in those regions, in particular, could negatively impact our operations.

Adverse developments in general business and economic conditions, including through inflation, recession, downturn or otherwise,other negative economic change, either in the economy generally or in those regions in which a large portion of our business is conducted, could have a material adverse effect on us and significantly increase certain of the risks to which we are subject to.subject. Among other effects, adverse economic conditionsconditions, including those resulting from changes in trade policies or tariffs, could depress real estate values, impact our ability to re-lease or sell our properties and have an adverse effect on our tenants’ level of sales and financial performance generally. As our revenues are substantially dependent on the economic success of our tenants, any factors that adversely impact our tenants could also have a material adverse effect on our business, financial condition and results of operations, liquidity, ability to pay dividends or stock price.

Global political and economic uncertainties, including changes in tariff policies and trade relationships, geopolitical conflicts, and public health crises, geopolitical conflicts, and their related impact on macroeconomic conditions may adversely impact the market on which our common stock trades, our tenants’ businesses and the markets in which we operate, our operations and our results of operations.

We, and our tenants’ businesses may be disrupted by global political and economic uncertainties, including changes in trade relationships and tariff policies, geopolitical conflicts, and public health crises,crises geopoliticalthat conflictscould and inflation resultingresult in adverse macroeconomic conditions. The United States has imposed increased tariffs on certain countries, focusing on those with which it has the largest trade deficits. Other countries have responded, and may continue to respond, by announcing retaliatory tariffs on U.S. imports. The tariffs have disrupted, and may continue to disrupt, the global markets, may increase the risk of a major economic recession or slowdown and escalate tensions between the United States and other countries. The extent of the impact of such tariffs and changes in trade policies or other regulations is uncertain and unpredictable, and may significantly adversely affect the global economy, the market price of our common stock, and our and our tenants’ businesses. Further, the extent to which public health crises such as pandemics or epidemics impact our business, operations and financial results is uncertain, and will depend on numerous factors that we may not be able to accurately predict, including governmental, business, and individual actions taken in response to any such outbreak and the extent and duration of the adverse impact on the global economy. Such outbreaks may disrupt the supply of products or services from third-party vendors or result in shortages of raw materials necessary to operate our tenants’ businesses or prolonged closure, which may adversely impact their businesses, financial condition and liquidity, and may cause one or more of our tenants to be unable to meet their obligations to us in full, or at all, or to otherwise seek modifications of such obligations. Moreover, general decline in business activity and demand for real estate transactions could adversely affect our ability or desire to grow our portfolio of properties and the financial impact of any such outbreak could negatively impact our future compliance with the financial covenants of our various borrowings, resulting in a default and potentially an acceleration of indebtedness, which non-compliance could negatively impact our ability to make additional borrowings under our Credit Facility and pay dividends.

Additionally, geopolitical conflicts, such as terrorist attacks or other acts of violence or war (including the conflicts in Russia and Ukraine andUkraine, the Middle EastEast, and South America) and the related adverse impact on macroeconomic conditions as a result of such conflicts could negatively affect our business or the businesses of our tenants. Such geopolitical conflicts may also directly or indirectly impact the physical facilities, networks or the business or the financial condition of us or those of our tenants, vendors or financial institutions with which we have a relationship or conduct business. The consequences of such conflicts are unpredictable, and we may not be able to foresee events that could have a material adverse effect on us. More generally, any of these events resulting from global political and economic uncertainties could cause consumer confidence and spending to decrease, result in an economic recession or increase volatility of the financial markets and economy of the United States and worldwide. Any of these occurrences could have a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividendsdividends, or stock price.

128148 properties in threefive separate unitary leases and twoone stand-alone leaseslease to subsidiaries of GlobalARKO PartnersCorp. LP(NASDAQ: ARKO) which represented, in the aggregate, 12% of our total revenues for the year ended December 31, 2024.2025.

77127 properties in three separate unitary leases and onetwo stand-alone leaseleases to Apro,subsidiaries LLCof Global Partners LP (d/b/aNYSE: United OilGLP) which,which represented, in the aggregate, represented 9%10% of our total revenues for the year ended December 31, 2024.2025.

Our future success and ability to implement our business and investment strategy depends, in part, on our ability to attract and retain key management personnel and directors, and on the continued contributions of such persons, each of whom may be difficult to replace. As of December 31, 2024,2025, we only employ 2931 employees given our status as a REIT and have a cost-effective management structure. We do not have any employment agreements with any of our executives. In the event of the loss of key management personnel or directors, or upon unexpected death, disability or retirement, we may not be able to attract, timely hire and retain key personnel with comparable skill, ability and industry expertise, which could have a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price. Additionally, certain of our directors beneficially own more than 5% of the outstanding shares of our common stock. If any of these directors cease to be a director of the Company and they or their estate sell a significant portion of such holdings into the public market, it could adversely affect the market price of our common stock.

Our principal sources of liquidity include cash flows from operations, funds available under our Credit Facility, proceeds from the offering of new debt or equity securities, including the sale of our common stock under our ATM Program, and available cash and cash equivalents.equivalents, and proceeds from future real estate asset sales.

A forward purchaser’s decision to exercise its right to accelerate the physical settlement of any forward sales agreement and require us to physically settle on a date specified by such forward purchaser willcould be made irrespective of our interests, including our need for capital. In such cases, we could be required to issue and deliver shares of shares of our common stock under the physical settlement provisions of the applicable forward sales agreement, irrespective of our capital needs, which would result in dilution to our earnings per share and return on equity.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to help the reader understand our operations and our present business environment from the perspective of management. The following discussion and analysis should be read in conjunction with the “Cautionary Note Regarding Forward-Looking Statements”; the sections in Part I entitled “Item 1A. Risk Factors”; and the consolidated financial statements and related notes in “Item 8. Financial Statements and Supplementary Data” in this Annual Report on Form 10-K. We use certain non-GAAP measures that are more fully described below under the caption “—Supplemental Non-GAAP Measures,” which we believe are appropriate supplemental non-GAAP measures of the performance of REITs used by our management, as well as REIT analysts.

This section of this Annual Report on Form 10-K generally discusses 20242025 and 20232024 items and year-to-year comparisons between 2025 and 2024. Discussions of 2024 items and year-to-year comparisons between 2024 and 2023. Discussions of 2023 items and year-to-year comparisons between 2023 and 2022 that are not included in this Annual Report on Form 10-K can be found in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023.2024.

We are a net lease REIT specializing in the acquisition, financing and development of convenience, automotive and other single tenant retail real estate. Our portfolio is comprised ofincludes convenience stores, express tunnel car washes, automotive service centers (gasoline and repair, oil and maintenance, tire and battery, and collision), drive-thru quick service restaurants, and certain other freestanding retail properties, including drive-thru quick service restaurants and automotive parts retailers.properties. As of December 31, 2024,2025, our portfolio included 1,1181,174 properties, including 1,0851,145 properties owned by us and 3329 properties that we leased from third-party landlords. As a REIT, we are not subject to federal corporate income tax on the taxable income we distribute to our stockholders. In order to continue to qualify for taxation as a REIT, we are required, among other things, to distribute at least 90% of our ordinary taxable income to our stockholders each year.

Our 1,1181,174 properties are located in 4244 states and Washington D.C.D.C., and include a concentration in the Northeast and Mid-Atlantic regions that we believe is unique and not readily available for purchase or lease from other owners or landlords. Ourour typical property consistsis of approximately one acre of landlocated in a larger metropolitan area and is used as a convenience store, express tunnel car wash, automotive service center, drive thru quick service restaurant, or certain other freestanding retail uses, including drive thru quick service restaurants and automotive parts retailers.uses. Many of our properties are located at highly trafficked urban intersections or conveniently close to highway entrances or exit ramps.

As of December 31, 2024,2025, we also had onetwo propertyproperties under redevelopment and three properties were vacant.

During the year ended December 31, 2025, rent commenced on one completed redevelopment project and increased rent commenced on one revenue-enhancing capital expenditure project for an expanded convenience store. During the year ended December 31, 2024, rent commenced on one completed redevelopment that was placed back into service in our net lease portfolio. During the year ended December 31, 2023, rent commenced on three completed redevelopments and increased rent commenced on two revenue-enhancing capital expenditure projects for expanded convenience stores.project. Since the inception of our redevelopment program in 2015, we have completed 3234 redevelopment and revenue-enhancing capital expenditure projects.

As of December 31, 2024,2025, we had onetwo propertyproperties under active redevelopment and others in various stages of feasibility planning for potential recapture from our net lease portfolio.

We believe that FFO and AFFO are helpful to analysts and investors in measuring our performance because both FFO and AFFO exclude various items included in GAAP net earnings that do not relate to, or are not indicative of, the core operating performance of our portfolio. Specifically, FFO excludes items such as depreciation and amortization of real estate assets, gains or losses on dispositions of real estate assets, and impairment charges. With respect to AFFO, we further exclude the impact of (i) deferred rental revenue (straight-line rent), the net amortization of intangible market lease assets and liabilities, adjustments recorded for the recognition of rental income from direct financing leases, and the amortization of deferred lease incentives (collectively, “Revenue Recognition Adjustments”), (ii) environmental accretion expenses, environmental litigation accruals, insurance reimbursements, legal settlements and judgments, and changes in environmental remediation estimates (collectively, “Environmental Adjustments”), (iii) stock-based compensation expense, (iv) amortization of debt issuance costs and (v) other items, which may include allowances for credit losses on notes and mortgages receivable and direct financing leases, losses on extinguishment of debt, retirement and severance costs, losses on termination of swaps, and other items that do not impact our recurring cash flow and which are not indicative of our core operating performance.

Rental income includes base rental income and additional rental income, if any, based on the aggregate volume of fuel sold at certain properties. The increase in rental income was primarily due to additional base rental income from properties acquired during the years ended December 31, 20242025 and 2023,2024, as well as rent commencements from completed redevelopments and contractual rent increases for certain in-place leases, partially offset by dispositions of real estate during the same period.periods.

Tenant reimbursements consist of real estate taxes and other municipal charges paid by us which are reimbursable by our tenants pursuant to the terms of triple-net lease agreements. The decrease in tenant reimbursement income was driven by a decrease in reimbursable real estate taxes due from our tenants.tenants as we transitioned certain tenants to paying real estate taxes due directly to the applicable taxing authorities.

The decrease in interest on notes and mortgages receivable was primarily due to a net decrease in the average notes and mortgages receivable outstanding duringas collections of notes and mortgages receivable for completed development funding projects offset incremental development funding advances for the yearconstruction endedof Decembernew-to-industry 31, 2024 as compared to the year ended December 31, 2023.properties.

Property costs are comprised of (i) property operating expenses, including rent expense, reimbursable and non-reimbursable real estate taxes and municipal charges, certain state and local taxes, and maintenance expenses, and (ii) leasing and redevelopment expenses, including professional fees, demolition costs, and redevelopment project cost write-offs, if any. The decrease in property costs was primarily due to a decrease in reimbursable real estate taxes andas we transitioned certain tenants to paying real estate taxes due directly to the applicable taxing authorities, as well as lower rent expense.

The change in environmental expenses for the year ended December 31, 2025 was primarily due to an increase in environmental litigation accruals of $5.5 million, partially offset by removal of $4.1 million of unknown reserve liabilities which had previously been accrued for certain properties. Environmental expenses vary from period to period and, accordingly, undue reliance should not be placed on the magnitude or the direction of change in reported environmental expenses for one period, as compared to prior periods.

The increasechange in general and administrative expenses was primarily due to a $1.3net $1.0 million increase in employee-related expenses, including $0.1 million of non-recurring retirement and severance costs and a $0.3 million increase in stock-based compensation, and a $0.2$0.9 million increase in legal and other professional fees.fees, including certain transaction related costs.

The gains on dispositions of real estate were primarilyresulted the result offrom the sale of 3113 and nine31 properties during the years ended December 31, 20242025 and 2023,2024, respectively.

The increase in interest expense was primarily due to higher average borrowings forduring the year ended December 31, 2024,2025, as compared to the year ended December 31, 2023.2024.

We expect to meet our short-term liquidity requirements through cash flow from operations, funds available under our Credit Facility, proceeds from unfunded Senior Unsecured Notes, proceeds from the settlement of shares of common stock subject to forward sales agreements related to follow-on public equity offerings or our ATM Program, and available cash and cash equivalents.

The change in net cash flow used in investing activities for the year ended December 31, 2024,2025, was primarily due to a decrease of $96.2$76.8 million in collection of notes and mortgages receivable, offset by a decrease of $10.3 million in issuance of notes and mortgages receivable, an increase of $62.5 million in collection of notes and mortgages receivable, a decrease of $42.0$12.3 million in property acquisitions and a $6.9$10.1 million decrease in deposits for property acquisitions.

The change in net cash flow provided by financing activities for the year ended December 31, 2024, was primarily due to the issuance of $125.0 million of new Senior Unsecured Notes and a decrease$104.7 million increase in net proceeds from the issuance of common stockstock, partially offset by a net repayment under the Credit Facility and Term Loan of $195.6$130.0 million, the repayment of $50.0 million andSeries C Notes, an $8.4 million increase in cash dividends paidpaid, ofand $13.2a million,$4.4 anmillion increase in net debt borrowings of $82.5 million, a decrease of $2.8 million of debt issuance costs and an increase of $2.6 million of security deposits received.paid.

In OctoberJanuary 2021,2025, we entered into a secondthird amended and restated credit agreement (as amended, the “SecondThird Restated Credit Agreement”). The SecondThird Restated Credit Agreement provides for an unsecured revolving credit facility (the “Credit Facility”) in an aggregate principal amount of $300.0$450.0 million and includes an accordion feature to increase the revolving commitments or add one or more tranches of term loans up to an additional aggregate amount not to exceed $300.0 million, subject to certain conditions, including one or more new or existing lenders agreeing to provide commitments for such increased amount and that no default or event of default shall have occurred and be continuing under the terms of the Credit Facility.

The Credit Facility matures onin OctoberJanuary 27, 2025,2029, subject to two six-month extensions (for a total of 12 months) exercisable at our option. Our exercise of an extension option is subject to the absence of any default and our compliance with certain conditions, including the payment of extension fees to the lenders under the Credit Facility.

Borrowings under the Credit Facility bear interest at a rate equal to the greater of (i) the sum of a SOFR rate plus a SOFR adjustment of 0.10% plus a margin of 1.30% to 1.90%, or (ii) the sum of a base rate plus a margin of 0.30% to 0.90%, in each case with the margin based on our consolidated total indebtedness to total asset value ratio at the end of each quarterly reporting period.

In October 2023, we entered into a term loan credit agreement (the “Term Loan Agreement”) that providesprovided for a senior unsecured term loan (the “Term Loan”) in an aggregate principal amount of $150.0 million. The Term Loan matureswas onto mature in October 17, 2025, subject to one twelve-month extension exercisable at our option. Our exercise of the extension option is subject to the absence of any default and our compliance with certain conditions, including the payment of extension fees to the lenders under the Term Loan.

In JuneNovember 2018,2025, we entered into a note purchase and guarantee agreement with MetLifemultiple andpurchasers certainparty of its affiliates (collectively, "MetLife") (the “MetLife Agreement”)thereto pursuant to whichwhich, in January 2026, we issued $50.0$250.0 million of 5.47%5.76% Series EU Guaranteed Senior Notes due JuneJanuary 21,22, 20282036 (the “Series EU Notes”) to MetLife.the purchasers and used the proceeds to repay amounts outstanding under our Credit Facility.

The funded and outstanding Series C Notes, Series D Notes, Series E Notes, Series F Note, Series G Notes, Series H Notes, Series I Notes, Series J Notes, Series K Notes, Series L Notes, Series M Notes, Series N Notes, Series O Notes, Series P Notes, Series Q Notes, Series R Notes, Series S NotesNotes, Series T Notes, and Series TU Notes are collectively referred to as the "“Senior Unsecured Notes"”.

In FebruaryJuly 2023,2024, we completed a follow-on public offering of 3.54.0 million shares of common stock in connection with forward sales agreements. During the year ended December 31, 2023,2025, we settled all 3.54.0 million shares and realized net proceeds of $112.1$113.6 million.million after deducting fees and expenses and making certain other adjustments as provided in the equity distribution agreement.

It is also possible that instead of distributing 100% of our taxable income on an annual basis, we may decide to retain a portion of our taxable income and to pay taxes on such amounts as permitted by the Internal Revenue Service. Payment of dividends is subject to market conditions, our financial condition, including but not limited to, our continued compliance with the provisions of the SecondThird Restated Credit Agreement, the Term Loan Agreement, our Senior Unsecured Notes and other factors, and therefore is not assured. In particular, the SecondThird Restated Credit Agreement, the Term Loan Agreement,Agreement and our Senior Unsecured Notes prohibit the payment of dividends during certain events of default.

Our significant contractual obligations and commitments, excluding extension options and unamortized debt issuance costs, as of December 31, 2024,2025, were comprised of borrowings under the Credit Facility, the Term Loan, our Senior Unsecured Notes, operating and finance lease payments due to landlords, estimated environmental remediation expenditures, and our funding commitments for capital improvements at certain properties.

The consolidated financial statements included in this Annual Report on Form 10-K have been prepared in conformity with accounting principles generally accepted in the United States of America.GAAP. The preparation of consolidated financial statements in accordance with GAAP requires us to make estimates, judgments and assumptions that affect the amounts reported on our consolidated financial statements. Although we have made estimates, judgments and assumptions regarding future uncertainties relating to the information included on our consolidated financial statements, giving due consideration to the accounting policies selected and materiality, actual results could differ from these estimates, judgments and assumptions and such differences could be material.

The sales of nonfinancialnon-financial assets, such as real estate, are to be recognized when control of the asset transfers to the buyer, which will occur when the buyer has the ability to direct the use of or obtain substantially all of the remaining benefits from the asset. This generally occurs when the transaction closes and consideration is exchanged for control of the property.

We provide for the estimated fair value of future environmental remediation obligations when it is probable that a liability has been incurred and a reasonable estimate of fair value can be made. See “Environmental Matters” below for additional information. Environmental liabilities net of related recoveries are measured based on their expected future net cash flows which have been adjusted for inflation and discounted to present value. Since environmental exposures are difficult to assess and estimate and knowledge about these liabilities is not known upon the occurrence of a single event, but rather is gained over a continuum of events, we believe that it is appropriate that our accrual estimates are adjusted as the remediation treatment progresses, as circumstances change and as environmental contingencies become more clearly defined and reasonably estimable. A critical assumption in accruing for these liabilities is that the state environmental laws and regulations will be administered and enforced in the future in a manner that is consistent with past practices. Environmental liabilities are estimated net of recoveries of environmental costs from state underground storage tanks ("UST") remediation funds, with respect to past and future spending based on estimated recovery rates developed from our experience with the funds when such recoveries are considered probable. A critical assumption in accruing for these recoveries is that the state UST fund programs will be administered and funded in the future in a manner that is consistent with past practices and that future environmental spending will be eligible for reimbursement at historical rates under these programs. We accrue environmental liabilities based on our share of responsibility as defined in our lease contracts with our tenants and under various other agreements with others or if circumstances indicate that our counterparty may not have the financial resources to pay its share of the costs. It is possible that ourOur assumptions regarding the ultimate allocation method and share of responsibility that we used to allocate environmental liabilities may change, which has resulted, and may resultin the future result, in material adjustments to the amounts recorded for environmental litigation accruals and environmental remediation liabilities. We may ultimately be responsible to pay for environmental liabilities as the property owner if our tenants or other counterparties fail to pay them. In certain environmental matters the effect on future financial results is not subject to reasonable estimation because considerable uncertainty exists both in terms of the probability of loss and the estimate of such loss. The ultimate liabilities resulting from such lawsuits and claims, if any, may be material to our results of operations in the period in which they are recognized.

We enter into leases and various other agreements which contractually allocate responsibility between the parties for known and unknown environmental liabilities at or relating to the subject properties. Under applicable law, we are contingently liable for these environmental obligations in the event that our tenant does not satisfy them, and we are required to accrue for environmental liabilities that we believe are allocable to others under our leases if we determine that it is probable that our tenant will not meet its environmental obligations. It is possible that ourOur assumptions regarding the ultimate allocation method and share of responsibility that we useduse to allocate environmental liabilities may change, which has resulted, and may resultin the future result, in material adjustments to the amounts recorded for environmental litigation accruals and environmental remediation liabilities. We assess whether to accrue for environmental liabilities based upon relevant factors including our tenants’ histories of paying for such obligations, our assessment of their financial capability, and their intent to pay for such obligations. However, there can be no assurance that our assessments are correct or that our tenants who have paid their obligations in the past will continue to do so. We may ultimately be responsible to pay for environmental liabilities as the property owner if our tenant fails to pay them.

Based on the expiration of the Lookback Periods, together with other factors which have significantly mitigated our potential liability for preexisting environmental obligations, including the absence of any contractual obligations relating to properties which have been sold, quantifiable trends associated with types and ages of USTs at issue, expectations regarding future UST replacements, and historical trends and expectations regarding discovery of preexisting unknown environmental contamination and/or attempted pursuit of us therefor, we concluded that there is no material continued risk of having to satisfy contractual obligations relating to preexisting unknown environmental contamination at certain properties. Accordingly, asduring ofthe year ended December 31, 2024,2025, we had removed $24.2$4.1 million of unknown reserve liabilities which had previously been accrued for these properties. ThereFrom werethe noinception additionalto removalsdate, we removed $28.3 million of unknown reserve liabilities which had previously been accrued for thethese year ended December 31, 2024.properties.

We measure our environmental remediation liabilities at fair value based on expected future net cash flows, adjusted for inflation and then discount them to present value. We adjust our environmental remediation liabilities quarterly to reflect changes in projected expenditures, changes in present value due to the passage of time and reductions in estimated liabilities as a result of actual expenditures incurred during each quarter. As of December 31, 2025, we had accrued a total of $15.9 million for our prospective environmental remediation obligations. This accrual consisted of (a) $8.2 million, which was our estimate of reasonably estimable environmental remediation liability, including obligations to remove USTs for which we are responsible, net of estimated recoveries, and (b) $7.7 million for future environmental liabilities related to preexisting unknown contamination. As of December 31, 2024, we had accrued a total of $20.9 million for our prospective environmental remediation obligations. This accrual consisted of (a) $9.1 million, which was our estimate of reasonably estimable environmental remediation liability, including obligations to remove USTs for which we are responsible, net of estimated recoveriesrecoveries, and (b) $11.8 million for future environmental liabilities related to preexisting unknown contamination. As of December 31, 2023, we had accrued a total of $22.4 million for our prospective environmental remediation obligations. This accrual consisted of (a) $9.9 million, which was our estimate of reasonably estimable environmental remediation liability, including obligations to remove USTs for which we are responsible, net of estimated recoveries and (b) $12.5 million for future environmental liabilities related to preexisting unknown contamination.

In July 2012, we purchased a 10-year pollution legal liability insurance policy covering substantially all of our properties at that time for discovery of preexisting unknown environmental liabilities and for new environmental events. The policy had a $50.0 million aggregate limit and was subject to various self-insured retentions and other conditions and limitations. This policy expired in July 2022, although claims made prior to such expiration remain subject to coverage. In September 2022, we purchased a 5-year pollution legal liability insurance policy to cover a subset of our properties which we believe present the greatest risk for discovery of preexisting unknown environmental liabilities and for new environmental events. The policy has a $25.0 million in aggregate limit and is subject to various self-insured retentions and other conditions and limitations. Our intention in purchasing this policy was to obtain protection for certain properties which we believe have the greatest risk of significant environmental events.

We are subject to various legal proceedings and claims which arise in the ordinary course of our business. As of December 31, 20242025 we had $0.1$5.6 million accrued, and as of December 31, 2023, we had no amounts accrued, for certain of these matters which we believe were appropriate based on information then currently available. It is possible that our assumptions regarding the ultimate allocation method and share of responsibility that we used to allocate environmental liabilities may change, which may result in our providing an accrual, or adjustments to the amounts recorded, for environmental litigation accruals. Matters related to our former Newark, New Jersey Terminal and the Lower Passaic RiverRiver, and our MTBE litigations in the states of Pennsylvania and Maryland, in particular, could cause a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price. For additional information with respect to these and other pending environmental lawsuits and claims, see “Item 3. Legal Proceedings” and Note 3 in “Item 8. Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.10-K for the year ended December 31, 2025.

There have been no material changes to the information previously disclosed in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025.2025 and our Quarterly Report on Form 10-Q for the period ended March 31, 2026.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to help the reader understand our operations and our present business environment from the perspective of management. The following discussion and analysis should be read in conjunction with the sections entitled “Part I, Item 1A. Risk Factors” and “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025; “Part I, “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “CautionaryPart NoteII, RegardingItem Forward-Looking1A. StatementsRisk Factors” in our Quarterly Report on Form 10-Q for the period ended March 31, 2026; and “Part I, Item 1. Financial Statements” in this Quarterly Report on Form 10-Q for the period ended MarchJune 31,30, 2026.

These forward-looking statements are based on our current beliefs and assumptions and information currently available to us, and are subject to known and unknown risks, uncertainties and other factors including, but not limited to, the risks described in “Part I, Item 1A. Risk Factors” and “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K10-K, “Part I, “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Part II, Item 1A. Risk Factors” in our Quarterly Report on Form 10-Q for the period ended March 31, 2026, and this Quarterly Report on Form 10-Q for the period ended MarchJune 31,30, 2026 as such risk factors may be updated from time to time in our public filings. Such risks and uncertainties were derived based on numerous important assumptions, which may not be realized, and may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Most of these factors are difficult to predict accurately and are generally beyond our control. New risk factors and uncertainties may also emerge from time to time, and there can be no assurance that we have identified all risks and uncertainties that may affect it.

As a result of these and other factors, we may experience material fluctuations in future operating results on a quarterly or annual basis, which could materially and adversely affect our business, financial condition, operating results, our growth or reinvestment strategies, our ability to pay dividends or stock price. An investment in our stock involves various risks, including those mentioned above and elsewhere in our Annual Report on Form 10-K, thisour Quarterly ReportReports on Form 10-Q and those that are described from time to time in our other filings with the SEC.

We are a net lease REIT specializing in the acquisition, financing and development of convenience, automotive and other single tenant retail real estate. Our portfolio includes convenience stores, express tunnel car washes, automotive service centers (gasoline and repair, oil and maintenance, tire and battery, and collision), drive-thru quick service restaurants, and certain other freestanding retail properties. As of MarchJune 31,30, 2026, our portfolio included 1,1911,224 properties, including 1,1651,198 properties owned by us and 26 properties that we leased from third-party landlords. As a REIT, we are not subject to federal corporate income tax on the taxable income we distribute to our stockholders. In order to continue to qualify for taxation as a REIT, we are required, among other things, to distribute at least 90% of our ordinary taxable income to our stockholders each year.

As of MarchJune 31,30, 2026, we leased 1,1861,220 of our properties to tenants under triple-net leases, including 970984 properties leased under 6466 separate unitary or master triple-net leases, and 216236 properties leased under single unit triple-net leases. These leases generally provide for an initial term of 15 or 20 years, with options for successive renewal terms of up to 20 years, and periodic rent escalations. As of MarchJune 31,30, 2026, our weighted average remaining lease term, excluding renewal options, was 10.110.3 years.

As of MarchJune 31,30, 2026, we also had three vacant properties vacant and twoone propertiesproperty under redevelopment.

During the threesix months ended MarchJune 31,30, 2025,2026, we invested $11.1$162.6 million across six67 properties, including the acquisition of three30 auto service centers, 20 drive-thru quick service restaurants, onesix express tunnel car wash,washes and one autoconvenience service center.store.

As of MarchJune 31,30, 2026, we had twoone propertiesproperty under active redevelopment and others in various stages of feasibility planning for potential recapture from our net lease portfolio.

We believe that FFO and AFFO are helpful to analysts and investors in measuring our performance because both FFO and AFFO exclude various items included in GAAP net earnings that do not relate to, or are not indicative of, the core operating performance of our portfolio. Specifically, FFO excludes items such as depreciation and amortization of real estate assets, gains or losses on dispositions of real estate assets, and impairment charges. With respect to AFFO, we further exclude the impact of (i) deferred rental revenue (straight-line rent), the net amortization of intangible market lease assets and liabilities, adjustments recorded for the recognition of rental income from direct financing leases, and the amortization of deferred lease incentives (collectively, “Revenue Recognition Adjustments”), (ii) environmental accretion expenses, environmental litigation accruals, insurance reimbursements, legal settlements and judgments, and changes in environmental remediation estimates (collectively, “Environmental Adjustments”), (iii) stock-based compensation expense, (iv) amortization of debt issuance costs and (v) other items, which may include allowances for credit losses on notes and mortgages receivable and direct financing leases, losses on extinguishment of debt, retirement and severance costs, losses on termination of swaps, and other items that do not impact our recurring cash flow and which are not indicative of our core operating performance.

Three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025

The following table presents select data and comparative results from our consolidated statements of operations for the three months ended MarchJune 31,30, 2026, as compared to the three months ended MarchJune 31,30, 2025 (in thousands):

The following table presents the results for revenues from rental properties for the three months ended MarchJune 31,30, 2026, as compared to the three months ended MarchJune 31,30, 2025 (in thousands):

The decrease in interest on notes and mortgages receivable was primarily due primarily to a decrease in the average notes and mortgages receivables outstanding during the three months ended MarchJune 31,30, 20262026, as compared to the priorthree yearmonths period.ended June 30, 2025.

The following table presents the results for property costs for the three months ended MarchJune 31,30, 2026, as compared to the three months ended MarchJune 31,30, 2025 (in thousands):

Impairments are recorded when the carrying value of a property is reduced to fair value. Impairment charges for both the three months ended MarchJune 31,30, 2026 and 2025 were attributable to (i) the addition of asset retirement costs to certain properties due to changes in estimates associated with our environmental liabilities, which increased the carrying values of these properties in excess of their fair values.values, Impairmentand charges for the three months ended March 31, 2026 also included(ii) reductions in the carrying value of certain properties based on third-party indications of potential selling prices.

The change in environmental expenses was primarily due to thea removaldecrease ofin theenvironmental remaininglitigation $7.7 million of unknown reserve liabilities which had previously been accrued for certain properties.accruals. Environmental expenses vary from period to period and, accordingly, undue reliance should not be placed on the magnitude or the direction of change in reported environmental expenses for one period, as compared to prior periods.

The increase in general and administrative expenses was primarily due to net non-recurring costs of $2.1 million related to the retirement of our former Chief Operating Officer, partially offset by decreasesincreases in professionalemployee-related feesexpenses and certainprofessional transaction related costs.fees.

The gains on dispositions of real estate were primarily due to the disposition of twofour properties during each of the three months ended MarchJune 31,30, 2026 and the disposition of three properties during the three months ended June 30, 2025.

The increase in interest expense was due to higher average borrowings and higher average interest rates during the three months ended MarchJune 31,30, 2026, as compared to the three months ended MarchJune 31,30, 2025.

As of MarchJune 31,30, 2026, we had $450.0$377.0 million of availability under our Credit Facility, 5.55.8 million shares of common stock subject to forward sales agreements which are anticipated to generate approximately $171.5$190.5 million of gross proceeds upon settlement, and available cash and cash equivalents of $3.7$4.8 million.

Our cash flow activities for the threesix months ended MarchJune 31,30, 2026 and 2025, are summarized as follows (in thousands):

The change in net cash flow provided by operating activities for the threesix months ended MarchJune 31,30, 2026 and 2025 was primarily the result of changes in revenues and expenses as discussed in “Results of Operations” above and the other changes in assets and liabilities on our consolidated statements of cash flows.

The increase in net cash flow used in investing activities was primarily due to ana $18.5$63.6 million increase in property acquisitionsacquisitions, an $11.1 million decrease in collections of notes and mortgages receivable, a $2.0$7.4 million increase in issuance of notes and mortgages receivable, and a $6.9 million decrease in deposits for property acquisitions, partially offset by a $3.4$7.7 million increase in proceeds from dispositions of real estate and a $1.3 million increase in collections of notes and mortgages receivable.estate.

The decreaseincrease in net cash flow usedprovided inby financing activities was primarily due to ana $8.9net increase in total borrowings of $55.5 million and an increase in net proceeds from the issuance of common stock under the ATM Program and a $2.8 million decrease in payment of debt$16.0 issuance costs,million, partially offset by an increase of $3.3 million in paymentscash dividends paid of cash$6.7 dividends.million.

In November 2024, we entered into a seventh amended and restated note purchase and guarantee agreement with The Prudential Insurance Company of America and certain of its affiliates (collectively, “Prudential”) (the "Seventh Amended and Restated Prudential Agreement") pursuant to which, in February 2025, we issued $50.0 million of 5.70% Series T Guaranteed Senior Notes due February 22, 2032 (the “Series T Notes”) to Prudential and used the proceeds to repay the $50.0 million of 4.75% Series C Guaranteed Senior Notes due February 25, 2025 (the “Series C Notes”) outstanding under our sixth amended and restated note purchase and guarantee agreement with Prudential (the "Sixth Amended and Restated Prudential Agreement"). The other senior unsecured notes outstanding as of MarchJune 31,30, 2026 under the Sixth Amended and Restated Prudential Agreement, including (i) $50.0 million of 5.47% Series D Guaranteed Senior Notes due June 21, 2028 (the “Series D Notes”), (ii) $50.0 million of 3.52% Series F Guaranteed Senior Notes due September 12, 2029 (the “Series F Notes”), (iii) $100.0 million of 3.43% Series I Guaranteed Senior Notes due November 25, 2030 (the “Series I Notes”) and (iv) $80.0 million of 3.765%3.65% Series Q Guaranteed Senior Notes due January 20, 2033 (the “Series Q Notes”), remain outstanding under the Seventh Amended and Restated Prudential Agreement.

In November 2024, we entered into an amended and restated note purchase and guarantee agreement with New York Life Insurance Company and certain of its affiliates (collectively, “New York Life”) (the “Amended and Restated New York Life Agreement”) pursuant to which, in February 2025, we issued $50.0 million of 5.52% Series R Guaranteed Senior Notes due September 12, 2029 (the “Series R Notes”) and $25.0 million of 5.70% Series S Guaranteed Senior Notes due February 22, 2032 (the “Series S Notes”) to New York Life. The other senior unsecured notes outstanding as of MarchJune 31,30, 2026 under our note purchase and guarantee agreement with New York Life (the “New York Life Agreement”), including (i) $25.0 million of 3.45% Series N Guaranteed Senior Notes due February 22, 2032 (the “Series N Notes”) and (ii) $25.0 million of 3.65% Series P Guaranteed Senior Notes due January 20, 2033 (the “Series P Notes”), remain outstanding under the Amended and Restated New York Life Agreement.

In February 2022, we entered into a second amended and restated note purchase and guarantee agreement with American General Life Insurance Company and certain of its affiliates (collectively, “AIG”) (the “Second Amended and Restated AIG Agreement”) pursuant to which we issued $55.0 million of 3.45% Series L Guaranteed Senior Notes due February 22, 2032 (the “Series L Notes”) to AIG. The other senior unsecured notes outstanding as of MarchJune 31,30, 2026 under our first amended and restated note purchase and guarantee agreement with AIG (the “First Amended and Restated AIG Agreement”), including (i) $50.0 million of 3.52% Series G Guaranteed Senior Notes due September 12, 2029 (the “Series G Notes”) and (ii) $50.0 million of 3.43% Series J Guaranteed Senior Notes due November 25, 2030 (the “Series J Notes”), remain outstanding under the Second Amended and Restated AIG Agreement.

In February 2022, we entered into a second amended and restated note purchase and guarantee agreement with Massachusetts Mutual Life Insurance Company and certain of its affiliates (collectively, “MassMutual”) (the “Second Amended and Restated MassMutual Agreement”) pursuant to which we issued $20.0 million of 3.45% Series M Guaranteed Senior Notes due February 22, 2032 (the “Series M Notes”) and, in January 2023, $20.0 million of 3.65% Series O Guaranteed Senior Notes due January 20, 2033 (the “Series O Notes”) to MassMutual. The other senior unsecured notes outstanding as of MarchJune 31,30, 2026 under our first amended and restated note purchase and guarantee agreement with MassMutual (the “First Amended and Restated MassMutual Agreement”), including (i) $25.0 million of 3.52% Series H Guaranteed Senior Notes due September 12, 2029 (the “Series H Notes”) and (ii) $25.0 million of 3.43% Series K Guaranteed Senior Notes due November 25, 2030 (the “Series K Notes”), remain outstanding under the Second Amended and Restated MassMutual Agreement.

The funded and outstanding Series D Notes, Series E Notes, Series F Note, Series G Notes, Series H Notes, Series I Notes, Series J Notes, Series K Notes, Series L Notes, Series M Notes, Series N Notes, Series O Notes, Series P Notes, Series Q Notes, Series R Notes, Series S Notes, Series T Notes,Notes and Series U Notes are collectively referred to as the “Senior Unsecured Notes”.