GTY Getty Realty Corp

Exhibit 1.2

Getty Realty Corp.

$350,000,000

Shares of Common Stock

($0.01 par value)

Amendment No. 1 to the Distribution Agreement

February 16, 2024

AMENDMENT NO. 1 TO THE DISTRIBUTION AGREEMENT, dated as of February 16, 2024 (this “Amendment”), by and between Getty Realty Corp., a corporation organized under the laws of Maryland (the “Company”), J.P. Morgan Securities LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC, KeyBanc Capital Markets Inc., Robert W. Baird & Co. Incorporated, BTIG, LLC, Capital One Securities, Inc., Citizens JMP Securities, LLC and TD Securities (USA) LLC (each, in its capacity as sales agent and/or in its capacity as principal, an “Agent” or collectively, the “Agents”), JPMorgan Chase Bank, National Association, Bank of America, N.A., Goldman Sachs & Co. LLC, KeyBanc Capital Markets Inc. and The Toronto-Dominion Bank (each, in its capacity as purchaser under any Forward Contract (as defined in the Distribution Agreement), an “Initial

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Forward Purchaser” or collectively, the “Initial Forward Purchasers”), J.P. Morgan Securities LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC, KeyBanc Capital Markets Inc. and TD Securities (USA) LLC (each, in its capacity as agent for its affiliated Initial Forward Purchaser in connection with the offering and sale of any Forward Hedge Shares (as defined in the Distribution Agreement), an “Initial Forward Seller” or collectively, the “Initial Forward Sellers”), Robert W. Baird & Co. Incorporated, Citizens JMP Securities, LLC and Nomura Global Financial Products, Inc. (each, in its capacity as purchaser under any Forward Contract (as defined in the Distribution Agreement), an “Additional Forward Purchaser” or collectively, the “Additional Forward Purchasers”, and together with the Initial Forward Purchasers, the “Forward Purchasers” and each a “Forward Purchaser”) and Robert W. Baird & Co. Incorporated, Citizens JMP Securities, LLC and Nomura Securities International, Inc. (acting through BTIG, LLC, as agent) (each, in its capacity as agent for its affiliated Additional Forward Purchaser in connection with the offering and sale of any Forward Hedge Shares, an “Additional Forward Seller” or collectively, the “Additional Forward Sellers” and together with the Initial Forward Sellers, the “Forward Sellers” and each a “Forward Seller”).

W I T N E S S E T H

WHEREAS, the Company, the Agents, the Initial Forward Purchasers and the Initial Forward Sellers are parties to that certain Distribution Agreement, dated as of February 24, 2023 (the “Distribution Agreement”); and

WHEREAS, the Company, the Agents, the Initial Forward Purchasers and the Initial Forward Sellers have agreed to amend the Distribution Agreement solely to add the Additional Forward Purchasers and the Additional Forward Seller as Forward Purchasers and Forward Sellers, respectively, under the Distribution Agreement.

NOW, THEREFORE, in consideration of the premises herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Getty Realty Corp., a Maryland corporation (the “Company”), confirms its agreement with each of J.P. Morgan Securities LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC, KeyBanc Capital Markets Inc., Robert W. Baird & Co. Incorporated, BTIG, LLC, Capital One Securities, Inc., Citizens JMP Securities, LLC and TD Securities (USA) LLC (each, in its capacity as sales agent in connection with the offering and sale of Issuance Shares (as defined below) hereunder, and/or in its capacity as principal under any Terms Agreement (as defined in Section 1(a) below), an “Agent” or collectively, the “Agents”), JPMorgan Chase Bank, National Association, Bank of America, N.A., Goldman Sachs & Co. LLC, KeyBanc Capital Markets Inc., The Toronto-Dominion Bank, Robert W. Baird & Co. Incorporated, Citizens JMP Securities, LLC and Nomura Global Financial Products, Inc. (each, in its capacity as purchaser under any Forward Contract

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(as defined in Section below), a “Forward Purchaser” or collectively, the “Forward Purchasers”) and J.P. Morgan Securities LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC, KeyBanc Capital Markets Inc., TD Securities (USA) LLC, Robert W. Baird & Co. Incorporated, Citizens JMP Securities, LLC and Nomura Securities International, Inc. (acting through BTIG, LLC, as agent) (each, in its capacity as agent for its affiliated Forward Purchaser in connection with the offering and sale of any Forward Hedge Shares (as defined below), a “Forward Seller” or collectively, the “Forward Sellers”), with respect to the offering and/or issuance and sale from time to time, in the manner and subject to the terms and conditions described below in this Distribution Agreement (this “Agreement”), of shares of common stock, $0.01 par value per share (the “Common Stock”), of the Company having an aggregate actual gross sales price (the “Gross Sales Price”) of up to $350,000,000 (the “Maximum Amount”) on the terms set forth in Section 1 of this Agreement. The Issuance Shares (as defined below) and the Forward Hedge Shares (as defined below) offered and sold pursuant to this Agreement shall be referred to herein as the “Shares”.

All notices and other communications under this Agreement and any Terms Agreement shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of communication, and, if to the Agents, Forward Purchasers or Forward Sellers shall be sufficient in all respects if delivered or sent to (i) J.P. Morgan Securities LLC at 383 Madison Avenue, 6th Floor, New York, New York 10179, Attn: Special Equities Group, Sanjeet Dewal (email: Sanjeet.s.dewal@jpmorgan.com); (ii) BofA Securities, Inc. at One Bryant Park, New York, New York 10036, Attn: ATM Execution (email: dg.atm_execution@bofa.com), with a copy to ECM Legal (Fax: (212) 230-8730); (iii) Goldman Sachs & Co. LLC at 200 West Street, New York, New York 10282, Attn: Michael Voris and Ryan Cunn, Equity Capital Markets (emails: michael.voris@gs.com; ryan.cunn@gs.com); (iv) KeyBanc Capital Markets Inc. at 127 Public Square, 7th Floor, Cleveland, Ohio 44114, Attn: Jaryd Banach (email: Jaryd.Banach@key.com), John Horrigan (email: jhorrigan@key.com), Michael Jones (email:michael.c.jones@key.com), and John Salisbury (email: john.salisbury@key.com); (v) Robert W. Baird & Co. Incorporated at 777 E. Wisconsin Avenue, Milwaukee, Wisconsin 53202, Attn: Syndicate Department (facsimile: (414) 298-7474), with a copy to the Legal Department; (vi) BTIG, LLC at 65 East 55th Street, New York, New York 10022, Attn: Equity Capital Markets (email:BTIGUSATMTrading@btig.com) with a copy (which shall not constitute notice) to: 600 Montgomery Street, San Francisco, CA 94111, Attn: General Counsel and Chief Compliance Officer (emails: BTIGcompliance@btig.com and IBLegal@btig.com); (vii) Capital One Securities Inc. at 201 St. Charles Street, Suite 1830, New Orleans, Louisiana 70170, Attention Gabrielle Halprin (email:

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gabrielle.halprin@capitalone.com); (viii) Citizens JMP Securities, LLC at 600 Montgomery Street, Suite 1100, San Francisco, California 94111, Attn: Equity Syndicate (email: syndicate@jmpsecurities.com), (ix) TD Securities (USA) LLC at 1 Vanderbilt Avenue, New York, NY 10017 Attn: Equity Capital Markets (email: TDS_ATM@tdsecurities.com); (x) Nomura Securities International, Inc. at 309 West 49th Street, New York, NY 10019, Attention: Structured Equity Solutions (email: atmexecution@nomura.com) with a copy (which shall not constitute notice) to: 309 West 49th Street, New York, NY 10019, Attention: Equities Legal (email: Dan.Rosenbaum@nomura.com) and to BTIG, LLC at the address provided for BTIG, LLC above; (xi) Nomura Global Financial Products, Inc. at 309 West 49th Street, New York, NY 10019, Attention: Structured Equity Solutions (email: cedamericas@nomura.com) with a copy (which shall not constitute notice) to: 309 West 49th Street, New York, NY 10019, Attention: Equities Legal (email: nyequitieslegal@nomura.com) and to BTIG, LLC as its executing agent at the address provided for BTIG, LLC above; and, if to the Company, shall be sufficient in all respects if delivered or sent to it at Getty Realty Corp., Two Jericho Plaza, Suite 110, Jericho, New York 11753, Attn: Joshua Dicker, General Counsel (email: jdicker@gettyrealty.com).

Notwithstanding the foregoing, Transaction Proposals shall be delivered by the Company to the Agents either by telephone (confirmed promptly by email) or email to the applicable Agent as follows: (i) if to J.P. Morgan Securities LLC, then to: Sanjeet Dewal (telephone number: (212) 622-8783; email: Sanjeet.s.dewal@jpmorgan.com); Ara Movesian (telephone number: (212) 622-2619; email: ara.movesian@jpmorgan.com); Jemil Salih (telephone number: (212) 622-2723; email: jemil.d.salih@jpmorgan.com); (ii) if to BofA Securities, Inc., then to: Christine Roemer (telephone number: (646) 855-8901; email: Christine.roemer@bofa.com); Rohan Handa (telephone number: (646) 855-8654; email: rohan.handa@bofa.com); (iii) if to Goldman Sachs & Co. LLC, then to: Michael Voris (telephone: (212) 902-4895, facsimile: (212) 291-5027, email: michael.voris@gs.com), Ryan Cunn (telephone: (212) 902-4895, facsimile: (212) 291-5027, email: ryan.cunn@gs.com), Equity Capital Markets (telephone: (212) 902-4895, facsimile: (212) 291-5027, email: eq-derivs-notifications@ny.ibd.gs.com, gs-reecm@ny.email.gs.com) and Registration Department (email: registration-syndops@ny.email.gs.com); (iv) if to KeyBanc Capital Markets Inc., then to: Jaryd Banach (telephone number: 212-297-2724, email: Jaryd.Banach@key.com), John Horrigan (telephone number: 216-689-4615, email: jhorrigan@key.com), John Salisbury (telephone number: 216-689-3910, email: john.salisbury@key.com); and Michael Jones (telephone number: (216) 689-3910; email: Michael.c.jones@key.com); (v) if to Robert W. Baird & Co. Incorporated, then to: Sandy Walter (telephone number: (414) 559-3516; email: swalter@rwbaird.com); Matt Gailey (telephone number: (847) 951-5526; email: mgailey@rwbaird.com); Barbara Nelson

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(telephone number: (414) 765-3787; email: banelson@rwbaird.com); (vi) if to BTIG, LLC, then to: Anthony Wayne (telephone number: (415) 248-5401; email: awayne@btig.com), Michael Passaro (telephone number: (212) 882-2311; email: mpassaro@btig.com), BTIG US ATM TRADING (email: BTIGUSATMTrading@btig.com) BTIG Compliance (email: BTIGcompliance@btig.com) and Carrie Taylor (email: ctaylor@btig.com); (vii) if to Capital One Securities, Inc., then to: Gabrielle Halprin (telephone number: (504) 528-9174; email: gabrielle.halprin@capitalone.com); (viii) if to Citizens JMP Securities, LLC, then to: Aidan Whitehead (telephone number: (415) 263-1676; email: awhitehead@jmpsecurities.com), Eric Clark (telephone number: (415) 835-3941; email: eclark@jmpsecurities.com), and Gianpaolo Arpaia (telephone number: (212) 906-3533, email: garpaia@jmpsecurities.com); (ix) if to TD Securities (USA) LLC, then to: Global Equity Derivatives (telephone number: (212) 827-7306, email: TDUSA-GEDUSInvestorSolutionsSales@tdsecurities.com), and ATM Execution (email: TDS_ATM@tdsecurities.com); (x) if to Nomura Securities International, Inc. and Nomura Global Financial Products, Inc., (each to be provided notice only in the event of a Forward Placement Notice), then to Nomura Securities International, Inc., Attention: Structured Equity Solutions (email: cedamericas@nomura.com) and Nomura Global Financial Products, Inc., Attention: Structured Equity Solutions (email: cedamericas@nomura.com), with a copy to BTIG, LLC at the notice addresses for Transaction Proposals contained above in this paragraph; and Transaction Acceptances shall be delivered by the Agents, Forward Purchasers or Forward Sellers to the Company either by telephone (confirmed promptly by email) or email to Brian Dickman (telephone number: (646) 349-0452; email: bdickman@gettyrealty.com) and Joshua Dicker (telephone number: (646) 349-0749; email: jdicker@gettyrealty.com).

Any Forward Placement Notice (or amendment thereto) delivered to Nomura Global Financial Products Inc. as Forward Purchaser and Nomura Securities International, Inc. (acting through BTIG, LLC as agent) as Forward Seller shall not be deemed accepted or agreed to until accepted or agreed to by each of Nomura Global Financial Products Inc., Nomura Securities International, Inc. and BTIG, LLC, and such Forward Placement Notice (or such amendment) shall not be effective against Nomura Global Financial Products Inc. and Nomura Securities International, Inc. until accepted by each of Nomura Global Financial Products Inc., Nomura Securities International, Inc. and BTIG, LLC. For the avoidance of doubt, each of Nomura Global Financial Products Inc., Nomura Securities International, Inc. and BTIG, LLC may, in its sole discretion, accept, agree to or reject any Forward Placement Notice (or amendment thereto).

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Except as expressly provided hereby, the parties further agree that all of the terms and provisions of the Distribution Agreement are and shall remain in full force and effect.

This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, and all such counterparts shall together constitute one and the same instrument.

This Amendment shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York.

Capitalized terms used herein and not defined herein shall have the same meanings as in the Distribution Agreement.

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If the foregoing is in accordance with your understanding of our agreement, please so indicate in the space provided below for that purpose, whereupon this Amendment and your acceptance shall represent a binding agreement among the Company, the Agents, the Forward Sellers and the Forward Purchasers.

Exhibit 5.1

				DLA Piper LLP (US) 650 South Exeter Street Suite 1100 Baltimore, MD 21202-4576 www.dlapiper.com   T 410.580.3000 F 410.580.3001

February 16, 2024

Getty Realty Corp.

Two Jericho Plaza, Suite 110

Jericho, New York 11753

Ladies and Gentlemen:

We have served as counsel to Getty Realty Corp., a Maryland corporation (the “Company”), in connection with (a) the sale from time to time of up to $350,000,000 of shares (the “Shares”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”) pursuant to the terms of the Distribution Agreement, dated as of February 24, 2023 as amended by Amendment No. 1 to the Distribution Agreement, dated February 16, 2024 (collectively, and as may be further amended from time to time, the “Distribution Agreement”), by and among the Company and each of J.P. Morgan Securities LLC, JPMorgan Chase Bank, National Association, BofA Securities, Inc., Bank of America, N.A., Goldman Sachs & Co. LLC, KeyBanc Capital Markets Inc., Robert W. Baird & Co. Incorporated, BTIG, LLC, Nomura Global Financial Products, Inc., Nomura Securities International, Inc., Capital One Securities, Inc., Citizens JMP Securities, LLC, TD Securities (USA) LLC and The Toronto-Dominion Bank, and (b) the separate Master Forward Confirmations, dated as of February 24, 2023 (the “Initial Master Forward Confirmations”), by and among the Company and each of JPMorgan Chase Bank, National Association, Bank of America, N.A., Goldman Sachs & Co. LLC, KeyBanc Capital Markets Inc., and The Toronto-Dominion Bank and the separate Master Forward Confirmations, dated as of February 16, 2024, by and among the Company and each of Robert W. Baird & Co. Incorporated, Citizens JMP Securities, LLC and Nomura Global Financial Products, Inc. (and together with the Initial Master Forward Confirmations, the “Master Forward Confirmations”).

The Shares have been registered on a Registration Statement on Form S-3 (Registration No. 333-276399), which became effective upon filing with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on January 5, 2024 (the “Registration Statement”).

In connection with our representation of the Company, and as a basis for the opinion expressed herein, we have reviewed originals or copies, certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):

Getty Realty Corp.

February 16, 2024

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In examining the Documents, we have assumed, without independent investigation, the genuineness and validity of all signatures, the legal capacity of all individuals who have executed any of the aforesaid documents, the authenticity of all documents submitted to us as originals, and the conformity with originals of all documents submitted to us as copies (and the authenticity of the originals of such copies), the absence of other agreements or understandings among the parties that would modify the terms of the proposed transactions or the respective rights or obligations of the parties thereunder and the accuracy and completeness of all public records reviewed by us. In making our examination of the Documents, we have assumed that such parties had the power and authority (corporate, trust, partnership or other) to enter into and perform all obligations thereunder, and we have also assumed the due authorization by all requisite action (corporate, trust, partnership or other) and the valid execution and delivery by such parties of such documents and the validity, binding effect and enforceability thereof with respect to such parties. As to any facts material to this opinion, we have relied solely upon the Certificate.

We further assume that:

Getty Realty Corp.

February 16, 2024

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Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

In addition to the qualifications set forth above, the foregoing opinion is further qualified as follows:

Getty Realty Corp.

February 16, 2024

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This opinion is being furnished to you for submission to the Commission as an exhibit to the Company’s Current Report on Form 8-K relating to the Shares (the “Current Report”) and supplements our opinion dated January 5, 2024 previously filed as Exhibit 5.1 to the Registration Statement. We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Current Report on the date hereof and to the use of the name of our firm in the section entitled “Legal Matters” in the Prospectus. In giving our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.