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Item 1. Business

2026-02-26 compared with 2025-02-27 · 153 added, 172 removed, 166 unchanged (66% of the section changed)

We are a global leader in temperature-controlled logistics, real estate, and value-added services focused on the ownership, operation, acquisition and development of temperature-controlled warehouses.

We are organized as a self-administered and self-managed publicly traded real estate investment trust (“REIT”) with proven operating, development and acquisition expertise.

Americold (NYSE:

COLD) is a global leader in temperature-controlled logistics and real estate, supporting the safe, efficient movement of food worldwide.

We connect producers, processors, distributors, and retailers.

Leveraging deep industry expertise, advanced technology, and sustainable practices, Americold delivers reliable cold storage and transportation solutions that create lasting value for customers and communities.

We operate as a self-administered and self-managed publicly traded real estate investment trust (“REIT”) with proven operating, development and acquisition expertise.

As of December 31, 2025, we operated a global network of 231 temperature-controlled warehouses encompassing approximately 1.4 billion cubic feet, with 188 warehouses in North America, 23 warehouses in Europe, 18 warehouses in Asia-Pacific, and 2 warehouses in South America.

In addition, we hold minority interests in two joint ventures, one with SuperFrio, which owns or operates 34 temperature-controlled warehouses in Brazil, and one with RSA joint venture, which operates two temperature-controlled warehouses in Dubai.

We view and manage our business through three primary business segments:

In addition, we hold a minority interest in one joint venture, RSA Cold Holdings Limited, which operates 2 temperature-controlled warehouses in Dubai.

Throughout 2025 we viewed our business through three primary business segments:

Warehouse, Transportation, and Third-Party Managed.

We consider our temperature-controlled warehouses to be “mission-critical” real estate in the markets we serve from “farm to fork” and an integral component of the temperature-controlled food infrastructure supply chain, which we refer to as the “cold chain.” The cold chain is vital for maintaining the quality of food producers’, distributors’, retailers’ and e-tailers’ temperature-sensitive products, protecting brand reputation and ensuring consumer safety and satisfaction.

Our customers depend upon the location, high-quality nature, integration and scale of our portfolio to ensure the integrity and efficient distribution of their products.

Many of our warehouses are located in key logistics corridors in the countries in which we operate, including strategic U.S.

and international metropolitan statistical areas, or MSAs, while others are connected or immediately adjacent to customers’ production facilities.

We believe our strategic locations and the extensive geographic presence of our integrated warehouse network are fundamental to our customers’ ability to optimize their distribution networks while reducing their capital expenditures, operating costs and supply-chain risks.

We consider ownership of our temperature-controlled warehouses to be fundamental to our business, and critical to our ability to attract and retain customers and our ability to achieve our targeted return on invested capital.

We believe that the ownership of our real estate provides us with cost of capital and balance sheet advantages, stemming from the attractive financing options available to real estate owners and the tax advantages of being a REIT.

We also believe that consolidation of the ownership and operation of our portfolio significantly enhances the value of our business by allowing us to provide customers with our complementary suite of value-added services across one integrated and reliable cold chain network.

Ownership of our integrated cold chain network enhances our ability to efficiently reposition customers and undertake capital improvements or other modifications on their behalf.

While some of our warehouses are leased, we own over 75%, excluding ground leases, of our warehouses.

Our decision to own, rather than lease, a significant majority of our warehouses provides us with better control over the specialized nature of our assets and greater influence over our warehouse locations on a long-term basis, which is crucial to meeting our customers’ “mission-critical” cold chain needs.

Our temperature-controlled warehouses are mission-critical assets within the global cold chain, supporting the safe, efficient movement of food products from production to consumption.

The cold chain is essential to preserving product quality, protecting brand integrity, and ensuring consumer safety.

Our global network is designed to support a broad range of customer solutions across the temperature-controlled food supply chain and focuses on four primary solution-oriented nodes:

production-focused, forward distribution-focused, retail solutions-focused, and port-oriented facilities.

This solutions-based framework reflects how we deploy our assets and operating capabilities to meet differing customer needs at each stage of the cold chain, while maintaining flexibility for facilities to support multiple use cases over time.

Production-focused facilities are primarily oriented toward supporting food production and processing operations.

These warehouses are typically located near customer manufacturing or harvesting sites and often provide value-added services such as blast freezing, tempering, and packaging.

While these facilities may support additional activities, they are generally configured to integrate closely with customer production workflows and often operate under long-term fixed-commitment arrangements that reflect their critical role in customers’ operations.

As of December 31, 2025, we owned or leased 67 warehouses focused primarily on production advantaged solutions with approximately 406.8 million cubic feet of temperature-controlled capacity and 1.8 million pallet positions.

Forward distribution-focused facilities are primarily designed to support regional inventory aggregation and distribution.

These multi-tenant sites are typically located near major population centers and key logistics corridors and handle product from multiple food producers.

As of December 31, 2025, we owned or leased 102 warehouses focused primarily on forward distribution solutions with approximately 649.9 million cubic feet of temperature-controlled capacity and 2.5 million pallet positions.

Retail solutions-focused facilities are primarily configured to support retailer-direct distribution requirements, including case-level picking, order assembly, and route-specific staging for store replenishment.

These facilities tend to be operationally intensive and service-oriented, often supporting a limited number of large retail customers

under longer-term arrangements.

While not exclusively dedicated to retail distribution, their operating model emphasizes precision, speed, and reliability to meet the demands of retailer supply chains.

As of December 31, 2025, we owned or leased 27 warehouses focused primarily on retail store support solutions with approximately 175.6 million cubic feet of temperature-controlled capacity and 0.6 million pallet positions.

Port-oriented facilities are primarily focused on supporting import and export activity within the cold chain.

These warehouses typically handle shorter-dwell inventory moving through global trade lanes and serve multiple customers.

Although port-oriented facilities can provide a variety of storage and handling services, their primary function is facilitating efficient product flow between international and domestic distribution networks, often in collaboration with port and logistics partners.

As of December 31, 2025, we owned or leased 32 port warehouses focused primarily on import and export solutions with approximately 184.4 million cubic feet of temperature-controlled capacity and 0.6 million pallet positions.

Ownership of our warehouses is fundamental to our strategy and our ability to attract and retain customers while achieving targeted returns on invested capital.

Owning our real estate provides cost-of-capital and balance-sheet advantages, including access to attractive financing and the tax benefits of our REIT structure.

Consolidated ownership and operation of our portfolio enhances the value we deliver by enabling an integrated suite of value-added services across a reliable cold chain network.

We own over 75% of our warehouses (excluding ground leases), which provides long-term control over these specialized assets and supports our customers’ mission-critical cold chain needs.

Recent Acquisitions and Investments in Joint Ventures

Over the last several years, we have strategically acquired businesses to enhance our global portfolio and integrated network offerings to our customers.

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In 2023, we acquired Safeway Freezer Storage Company LLC, Safeway Logistics LLC and T&P Realty LLC (collectively referred to as “Safeway”) for $24.0 million and Ormeau Cold Storage (“Ormeau”) for AUD$35.1 million or $23.5 million.

Refer to Note 3 - Business Combinations, Asset Acquisitions and Discontinued Operations of the Consolidated Financial Statements for further information on the Company’s acquisitions.

On February 28, 2023, the Company purchased a 49% equity interest in a newly formed entity, RSA Cold Holdings Limited (the “RSA joint venture”), in a transaction that is accounted for as a joint venture.

In exchange for our equity interest, the Company paid $4.0 million in total.

RSA Cold Holdings Limited contributed their Dubai cold storage business, which consisted of a single cold storage warehouse, in exchange for the remaining 51% equity interest in the joint venture.

On May 30, 2023, the Company sold its remaining 15% equity interest in the Americold LATAM Holdings Ltd joint venture (the “LATAM JV”) to Cold LATAM Limited (our “JV partner”) for total proceeds of $36.9 million.

The gain associated with the sale was insignificant.

In June of 2023, the Company purchased the remaining outstanding equity interests in Agrofundo Brazil II Fundode Investimento em Participações (the “Comfrio joint venture” or “Comfrio JV” or “Comfrio”).

During August of 2023, the Company sold the assets and liabilities of Comfrio.

Refer to Note 3 -Business Combinations, Asset Acquisitions and Discontinued Operations of the Consolidated Financial Statements for further information regarding the acquisition and disposition of the Comfrio portfolio.

For further information about the Company’s joint ventures as of December 31, 2024, refer to Note 4 - Investments in and Advances to Partially Owned Entities of the Consolidated Financial Statements.

On March 17, 2025, the Company completed the acquisition of one temperature-controlled storage facility, and the related operations, located in Baytown, TX (the “Houston acquisition”), for total cash consideration of $108.4 million.

Through this acquisition the Company is able to realize strategic benefits including additional storage capacity that enabled the efficient transfer of customer product from an existing facility to this newly acquired site.

This transfer optimizes the use of the original location and created the space to support a new fixed commitment retail contract.

On April 30, 2025, the Company completed the sale of its 14.99% equity interest in the SuperFrio joint venture to a third party for the Brazilian Real US dollar equivalent of $27.5 million.

This sale resulted in the recognition of a net $2.4 million gain for the year ended December 31, 2025.

For further information about the Company’s joint ventures and recent acquisitions, refer to Note 3 - Business Combinations, Asset Acquisitions and Discontinued Operations and Note 4 - Investments in and Advances to Partially Owned Entities of the Consolidated Financial Statements included in this Annual Report on Form 10-K.

Our Information

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Our website address is www.americold.com.

The information found on, or otherwise accessible through, our website is not incorporated into, and does not form a part of, this Annual Report on Form 10-K or any other report or document we file with or furnish to the Securities and Exchange Commission (the “SEC”).

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, Proxy Statement and all amendments to those reports are available free of charge on our website as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC.

We make our annual ESG report available on our website as well.

We use our website as a means of disclosing additional information, including for complying with our disclosure obligations under the SEC’s Regulation FD.

In addition, all reports we file with the SEC are available via EDGAR through the SEC website at www.sec.gov.

Copies of our annual report will be made available, free of charge, on written request.

Our Code of Business Conduct and Ethics is also made available through our website under “Investors - Governance Documents”.

Information contained on, or accessible through, our website is not incorporated by reference into this Annual Report on Form 10-K or any other report or document we file with or furnish to the Securities and Exchange Commission (the “SEC”).

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements, and amendments to those reports are available free of charge on our website as soon as reasonably practicable after being filed with or furnished to the SEC.

Our annual ESG report and our Code of Business Conduct and Ethics are also available on our website.

We use our website as a means of disclosing information for purposes of Regulation FD compliance.

BUSINESS STRATEGY AND OPERATING SEGMENTS

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As a result of this conversion, several references in this Form 10-K have been updated accordingly.

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conversion, the Company continues to operate as a REIT for U.S.

Despite this conversion, the Company continues to operate as a REIT for U.S.

federal income tax purposes.

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The strategies we intend to execute to achieve these objectives include the following:

Enhancing Our Operating and Financial Results Through Proactive Asset Management

We seek to enhance our operating and financial results by supporting our customers’ growth initiatives in the cold chain, optimizing both physical and economic occupancy, underwriting and deploying yield management initiatives and executing operational optimization and cost containment strategies.

We believe that the combination of our ability to execute these and other initiatives and the significant investments we have made in our business over the last several years and continue to make will further drive our financial results and position us to expand our warehouse portfolio, grow our customer base, enhance our market share and create value for our stockholders.

Continue to Increase Committed Revenues in Our Warehouse Segment

Historically, providers of temperature-controlled warehouse space have offered storage services to customers on an as-utilized, on-demand basis.

We actively seek to enter into contracts that implement our commercial business rules which contemplate, among other things, fixed storage commitments in connection with establishing new customer relationships or renewing agreements with existing customers, particularly with our largest customers, and variable rates for the value-added services we provide.

Over the last several years, we have transitioned a significant portion of our rent and storage revenues generated on an as-utilized, on-demand basis to a fixed storage commitment basis.

We believe the scope and breadth of our network position us favorably to continue to increase our fixed storage commitments as we believe this structure offers commercial advantages to both our customers and us.

Focused and Disciplined Strategy to Expand Our Portfolio of Temperature-Controlled Warehouses

We believe our operating systems and economies of scale provide us with a significant advantage over our competitors with respect to expansion, development and acquisition opportunities.

Being a publicly-traded REIT focused on the temperature-controlled warehouse industry provides us access to capital markets and positions us to strategically enter new locations, fill gaps in existing distribution networks and effectively compete for expansion, development and acquisition opportunities.

In addition, in certain international markets we operate through joint ventures with financial sponsors and operating platforms;

and in the future we may expand the use of these vehicles to pursue acquisition, development and other opportunities.

Capitalize on Increased Outsourcing by Leading Global Food Producers, Distributors, Retailers and E-Tailers

Over the last 40 years, frozen food producers, distributors, retailers and e-tailers have increasingly outsourced their temperature-controlled warehousing needs to increase efficiency, reduce costs and redeploy capital into core businesses.

We anticipate that cold chain participants will continue to make certain of their “in-house” temperature-controlled warehouses available for sale in the future and, accordingly, will continue to look to third-

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party providers to meet their temperature-controlled warehouse storage and service needs in related geographic markets.

We believe that our ability to offer an extensive and integrated network of high-quality temperature-controlled warehouses globally with value-added services and our long-standing relationships with leading cold chain participants will enable us to capitalize on this trend.

Enhancing Operating and Financial Performance Through Proactive Asset and Cost Management

We seek to enhance our operating and financial performance by supporting our customers’ needs across the cold chain, optimizing both physical and economic utilization of our existing portfolio, and executing operational efficiency and cost containment initiatives.

We also execute regular portfolio reviews to evaluate low profit facilities for their highest and best uses which includes sometimes the exit and or sale of the property.

We believe disciplined execution of these priorities, together with the investments we have made in our operating platform and technology, positions us to strengthen customer relationships, maintain operational consistency in the current environment, and create long-term value for our stockholders.

Our strategy is centered on execution, capital discipline, and leveraging the value of our real estate portfolio, with development activity focused on customer-dedicated or partnership-driven opportunities.

Strategic Capital Management and Value Creation from Real Estate

We are focused on managing capital strategically, prioritizing balance sheet strength, strategic uses of debt, liquidity, and financial flexibility.

As an owner and operator of specialized temperature-controlled real estate, we actively manage our portfolio to create value, including through disciplined portfolio optimization.

We believe our ownership model and operational control provide meaningful flexibility to adapt facilities to changing customer requirements and operational needs.

Leveraging Organic Growth Opportunities Within the Existing Portfolio

We continue to pursue organic growth by leveraging our scale, network density, operating expertise, and long-standing customer relationships.

Our organic growth opportunities include expanding the range of services we

provide to existing customers, supporting additional cold-chain solutions within our current footprint, and increasing penetration in under-served customer segments where we have demonstrated capabilities.

We believe our integrated global network and value-added service offerings position us to support continued customer outsourcing of temperature-controlled warehousing and logistics needs.

Solutions-Oriented Support Across the Cold Chain

We provide customers with solutions across all primary stages of the temperature-controlled food supply chain, including production support/advantaged, forward distribution, retail/store distribution, and import and export solutions.

Our warehouses are designed and operated to support one or more of these solutions based on customer needs, and individual facilities may deliver multiple solutions over time.

We believe our ability to offer a full suite of cold-chain solutions across an integrated global network supported by our scale, operating expertise, and standardized processes represents a key competitive advantage.

This flexibility supports a wide range of customer workflows, including production-adjacent storage, distribution support, retail fulfillment, and port-related activity, while benefiting from consistent execution and service quality across the network.

Expanding Utilization Across Adjacent Temperature-Sensitive Categories

Although food remains the primary focus of our business, our facilities are capable of supporting other temperature-sensitive products, including pharmaceutical, floral, and chemical products, as well as, in certain cases, non-temperature-sensitive dry goods.

We believe our focus on consistent quality, food safety, and operational reliability positions us to pursue opportunities to deepen relationships and increase utilization across these adjacent categories within our existing portfolio over time.

Operational Excellence and Cost Discipline

Operational execution remains a central strategic priority.

We continue to focus on labor productivity, service reliability, and cost control, supported by standardized processes, advanced operating systems, and ongoing technology initiatives.

These efforts are intended to improve consistency, enhance service levels, and support performance in the current environment.

Well Positioned to Benefit from E-Commerce Growth

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We believe our ability to design, build and operate warehouses across the cold chain makes us an attractive storage solution for existing retailers and the growing e-tailer segment and positions us well to generate new relationships, drive growth and capture market share by increasing our presence in the e-commerce channel.

Expand Our Presence by Increasing Market Share for Other Temperature-Sensitive Product Types

Although we focus on providing temperature-controlled warehouse space to the food industry, we also store other forms of temperature-sensitive products, including pharmaceutical, floral and chemical products.

As the rapid growth in e-commerce continues to increase the flow of products through the global distribution network, we believe our ability to provide comprehensive and consistent quality warehousing and value-added services at all points in the cold chain put us in a strong position to develop new relationships, drive growth and enhance market share with producers, distributors, retailers and e-tailers in other temperature-sensitive products.

Additionally, we have the flexibility to store non-temperature-sensitive “dry” goods in some of our warehouses to the extent desirable.

Increased Investment in and Transformation of our Technology Systems, Business Processes and Customer Solutions

In February 2023, we announced our transformation program “Project Orion” designed to drive future growth and achieve our long-term strategic objectives, through investment in our technology systems and business processes across our global platform.

The project includes the implementation of a new, best-in-class, cloud-based enterprise resource planning (“ERP”) software system.

The project includes the implementation of a new, best-in-class, cloud-based enterprise resource planning (“ERP”) software system as well as other transformation related initiatives including

artificial intelligence related projects and market expansion initiatives.

The primary goals of this project are to streamline standard processes, reduce manual work and incrementally improve our business analytics capabilities.

Highlights of the project include implementing centralized customer billing operations, a global payroll and human capital management platform, next-generation warehouse maintenance capabilities, global procurement functionality and shared-service operations in certain international regions, among others.

We expect the benefits of these initiatives to include revenue and margin improvements through pricing data and analytics and heightened customer contract governance, finance and human resources cost reductions, information technology applications and infrastructure rationalization, reduced employee turnover, working capital efficiency and reduced IT maintenance capital expenditures.

The activities associated with Project Orion are expected to be substantially complete within three years from the project’s start date.

Since inception, the Company has incurred $161.4 million of implementation costs related to Project Orion, including expenses reported in “Acquisition, cyber incident, and other, net” on the Consolidated Statements of Operations and costs deferred in “Other assets” on the Consolidated Balance Sheets.

The unamortized balance of the Project Orion deferred costs was $80.5 million as of December 31, 2024.

During the three months ended June 30, 2024, the Company deployed the first phase of Project Orion.

The implementation costs deferred within “Other assets” on the Consolidated Balance Sheets are now being amortized through “Selling, general, and administrative” expense on the Consolidated Statements of Operations.

The useful lives of the Company’s internal-use software and capitalized cloud computing implementation costs are generally

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three to five years.

However, the useful lives of major information system installations, such as implementations of ERP systems and certain related software, are determined on an individual basis and may exceed five years depending on the estimated period of use.

The Company has determined the useful life of the new ERP system to be ten years and is amortizing the costs associated with the ERP implementation on a straight line basis over such period.

The amortization expense recognized during the year ended December 31, 2024 related to the Project Orion ERP implementation was $4.2 million.

We expect the benefits of these initiatives to include revenue and margin improvements through pricing data and analytics and heightened customer contract governance, finance and human resources cost reductions, information technology applications and infrastructure rationalization, working capital efficiency and reduced IT maintenance capital expenditures.

Since inception, the Company has incurred $227.7 million of implementation costs related to Project Orion.

Investments in Our Warehouses

We employ a strategic investment approach to maintain a high-quality portfolio of temperature-controlled warehouses to ensure that our warehouses meet the “mission-critical” role they serve in the cold chain.

We have successfully modernized many of our warehouses to reduce our power costs and increase their competitive position through reliable temperature-control systems that can implement distinct temperature zones within the same warehouse.

In addition, we use LED lighting, thermal energy storage, motion-sensor technology, variable frequency drives for our fans and compressors, third-party efficiency reviews and real-time monitoring of energy consumption, high speed doors and alternative-power generation technologies, including solar, to improve the energy efficiency of our warehouses.

We also utilize rain-water recapture to reduce our reliance on municipal water supplies and reduce run-off.

We believe that our warehouses are well-maintained and in good operating condition.

Our Business Segments

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Our core business is our Warehouse segment, where we provide temperature-controlled warehouse storage and related handling and other warehouse services.

We collect rent and storage fees to store customer’s frozen and perishable food and other products within our real estate portfolio.

Our handling services optimize our customer’s product movement through the cold chain, including placement, case-picking, blast freezing, e-commerce fulfillment, and other recurring handling services, which are considered value added services.

We collect rent and storage fees to store customers’ frozen and perishable food and other products within our real estate portfolio.

Our handling services optimize our customers’ product movement through the cold chain, including placement, case-picking, blast freezing, e-commerce fulfillment, and other recurring handling services, which are considered value added services.

Transportation.

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We believe using our third-party management services allows our customers to increase efficiency, lower costs, reduce supply-chain risks and focus on their core businesses.

During the fourth quarter of 2022, we strategically transitioned the management of our largest third-party managed customer’s warehouses to a new third-party provider, and our operations ceased.

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Our global footprint enables us to efficiently serve approximately 3,200 customers as of December 31, 2024, consisting primarily of producers, distributors, retailers and e-tailers of frozen and perishable food products, such as fruits, vegetables, meats, seafood, novelties, dairy and packaged foods.

Our global footprint enables us to efficiently serve 2,962 customers as of December 31, 2025, consisting primarily of producers, distributors, retailers and e-tailers of frozen and perishable food products, such as fruits, vegetables, meats, seafood, novelties, dairy and packaged foods.

We believe the creditworthiness and geographic diversity of our customer base provide us with stable cash flows and a strong platform for growth.

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% of Warehouse Revenues (1)

# of Sites Credit Rating (Moody’s/S&P) (2)

# of Sites Credit Rating (S&P/Moody’s) (2)

Multi Location Dedicated Sites Value Added Services Transportation Consolidation Technology Integration Committed Contract or Lease (3)

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Retailer 4.0% 9 AA | Aa2 ü ü ü ü ü ü

Producer 3.1% 26 BBB | Baa2 ü ü ü ü ü

Producer 3.2% 23 NR | NR ü ü ü ü ü ü

Producer 3.1% 19 BBB | Baa2 ü ü ü ü ü

Retailer 3.0% 8 BBB | Baa2 ü ü ü ü ü

Retailer 2.5% 4 BBB+ | Baa1 ü ü ü ü ü

Producer 2.4% 53 BBB | Baa2 ü ü ü ü ü ü

Retailer 1.8% 5 NR | NR ü ü ü ü ü ü

Producer 1.7% 16 BB+ | Ba2 ü ü ü ü ü

Retailer 2.2% 4 BBB+ | Baa1 ü ü ü ü ü

Producer 1.7% 10 BBB | Baa2 ü ü ü ü ü ü

Producer 1.7% 19 NR | NR ü ü ü ü ü

Producer 1.7% 22 NR | NR ü ü ü ü ü

Retailer 1.8% 6 BBB+ | Baa1 ü ü ü ü ü ü

Producer 1.6% 10 BBB | Baa2 ü ü ü ü ü ü

Producer 1.6% 20 A+ | A1 ü ü ü ü ü ü

Producer 1.7% 4 NR | NR ü ü ü ü

Producer 1.6% 18 A+ | A1 ü ü ü ü ü ü

Retailer 1.5% 9 BBB+ | Baa1 ü ü ü ü

Producer 1.3% 30 NR | NR ü ü ü ü ü

Producer 1.3% 42 A | A2 ü ü ü ü ü ü

Producer 1.3% 22 BBB- | Baa3 ü ü ü ü ü

Producer 1.2% 16 NR | NR ü ü ü ü ü ü

Producer 1.2% 19 A- | A2 ü ü ü ü ü ü

Producer 1.2% 10 A+ | A1 ü ü ü ü ü ü

Producer 1.1% 4 NR | NR ü ü ü ü

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Producer 0.9% 6 NR | NR ü ü ü ü

Retailer 0.9% 5 NR | NR ü ü ü

Producer 0.9% 21 BBB- | Baa3 ü ü ü ü

Producer 0.8% 11 BBB | Baa2 ü ü ü ü

(1) Based on warehouse revenues for the year ended December 31, 2025.

(2) Represents long-term issuer ratings as published in February 2025.

(2) Represents long-term issuer ratings as published in January 2026.

(3) A check mark indicates that the customer had at least one fixed commitment contract or lease with us as of December 31, 2025.

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We are involved in providing services to food producers, distributors, retailers and e-tailers whose businesses, in some cases, are seasonal or cyclical.

In order to mitigate the volatility in our revenues and earnings caused by seasonal business, we have implemented fixed commitment contracts with certain of our customers.

Our customers with fixed commitment contracts pay for guaranteed warehouse space in order to maintain their required inventory levels, which is especially helpful to them during periods of peak physical occupancy.

On a portfolio-wide basis, physical occupancy rates are generally the lowest during May and June.

Physical occupancy rates typically exhibit a gradual increase after May and June as a result of annual harvests and our customers building inventories in connection with end-of-year holidays and generally peak between mid-September and early December as a result thereof.

Typically, we have higher than average physical occupancy levels in October or November, which also tends to result in higher revenues.

Additionally, the involvement of our customers in a cross-section of the food industry mitigates, in part, the impact of seasonality as peak demand for various products occurs at different times of the year (for example, demand for ice cream is typically highest in the summer while demand for frozen turkeys usually peaks in the late fall).

Our southern hemisphere operations in Australia, New Zealand and South America also help balance the impact of seasonality in our global operations, as their growing and harvesting cycles are complementary to North America and Europe.

Each of our warehouses sets its own operating hours based on demand, which is heavily driven by growing seasons and seasonal consumer demand for certain products.

In our industry, the principal competitive factors are warehouse location, warehouse size and available occupancy, breadth and interconnectivity of warehouse networks, customer service and quality, type of service and price.

For refrigerated food customers, transportation costs are typically significantly greater than warehousing costs and, accordingly, location and transportation capabilities are major competitive factors.

The size of a warehouse is important in part because large customers generally prefer to have all of their products needed to serve a given market in a single location and to have the flexibility to increase storage at that single location during seasonal peaks.

In areas with direct local competition, customers generally will select a temperature-controlled warehouse based upon service level, price and the quality of the warehouse.

In addition, some food producers and distributors attend to their own warehousing and distribution needs by either building or leasing warehouses, creating a private warehousing market which may compete with the public warehouse industry.

Many customers, including those for whom private warehousing is a viable option, will select distribution services based upon service level and price, provided that an appropriate network of related storage facilities is available.

The ability to provide a wide breadth of high-quality integrated logistics management services is an increasingly important competitive advantage in the marketplace.

In addition, we compete for the business of customers and potential customers who may choose to provide temperature-controlled warehousing in-house.

North America

Outside the seven largest owners of temperature-controlled warehouses, the North America temperature-controlled warehouse industry is highly fragmented among numerous owners and operators.

We believe our main competitors include Lineage, Inc., United States Cold Storage, Inc.

(an affiliate of John Swire & Sons), Interstate Warehousing, Inc., FreezPak Logistics, Vertical Cold Storage, Arcadia Cold Storage & Logistics, and Conestoga Cold Storage, in addition to numerous other local, regional and national temperature-controlled warehouse owners, operators and developers.

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Our main competitors in Europe include Constellation Cold Storage, Lineage Logistics, LLC and NewCold Advanced Logistics.

Generally, the European temperature-controlled warehouse industry is highly fragmented among numerous owners and operators.

Our main competitors in Australia include Lineage Logistics, LLC and NewCold Advanced Cold Logistics, which operate warehouses and service many of the Australian markets.

Generally, our other competitors operate in only one region and do not compete in the retail market that comprises the majority of our revenues.

Our main competitors in New Zealand are Lineage Logistics, LLC and Halls Transport (not affiliated with the Halls acquisition we completed during 2020).

Lineage Logistics is the largest warehouse operator in New Zealand.

Halls Transport is primarily a transporter that also operates a network of five warehouses.

Generally, our other competitors also service the commodity market and operate in only one region.

We provide services to food producers, distributors, retailers, and e-tailers whose businesses, in some cases, are seasonal or cyclical.

To help mitigate revenue and earnings volatility associated with seasonality, we have implemented fixed-commitment contracts with certain customers, under which customers pay for guaranteed warehouse space to maintain required inventory levels, particularly during periods of peak physical occupancy.

Historically, on a portfolio-wide basis, physical occupancy rates have generally been lowest during May and June and have typically increased thereafter as a result of annual harvests and customer inventory build in advance of end-of-year holidays, with occupancy often peaking between mid-September and early December.

Higher-than-average occupancy levels in October or November have historically resulted in higher revenues.

However, these historical seasonal patterns are not always indicative of current or future results, and in recent periods, challenging demand conditions and other factors impacting the business have resulted in occupancy levels and revenue trends that are not aligned with typical seasonal expectations.

Seasonality is mitigated, in part, by the diversity of our customer base and product mix, as peak demand for various products occurs at different times of the year (for example, demand for ice cream is typically highest in the summer, while demand for frozen turkeys usually peaks in the late fall).

In addition, our southern hemisphere operations in Australia, New Zealand, and South America help balance seasonal impacts across our global portfolio, as growing and harvesting cycles in those regions are complementary to those in North America and Europe.

Each of our warehouses establishes operating hours based on customer demand, which varies by location and over time.

In our industry, the principal competitive factors include warehouse location, size and available occupancy, network breadth and interconnectivity, service quality, service offerings, and price.

For refrigerated food customers, transportation costs typically exceed warehousing costs, making proximity to customers, logistics corridors, and transportation capabilities particularly important competitive considerations.

Warehouse size is also a key factor, as larger customers often prefer to consolidate inventory for a given market within a single facility and retain flexibility to accommodate seasonal peaks.

In markets with direct local competition, customers generally evaluate providers based on service quality, pricing, and facility condition.

We compete with a range of operators, including smaller, local warehouse providers that may compete primarily on price but often lack the scale, network integration, operating systems, and experience required to support complex, mission-critical cold chain solutions.

We also compete with customers that choose to meet their temperature-controlled warehousing needs internally through owned or leased facilities.

An increasingly important competitive advantage is the ability to provide a broad, integrated suite of high-quality logistics and value-added services across a connected network of facilities.

Many customers—including those for whom private warehousing is a viable option—select third-party providers based on service quality and price, provided that an appropriate, reliable network of related storage and logistics capabilities is available.

HUMAN CAPITAL RESOURCES

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We believe that attracting, developing, and retaining top talent is crucial to achieving our strategic goals and creating long-term value for our shareholders, customers, and associates.

We are dedicated to fostering a work environment where associates from diverse backgrounds are appreciated as their unique selves and can thrive as

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valued members of the organization.

We are dedicated to fostering a work environment where associates from diverse backgrounds are appreciated as their unique selves and can thrive as valued members of the organization.

We are committed to developing and implementing programs and practices that foster a supportive learning environment and encompass communication of diverse perspectives and experiences.

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We continually assess and strive to improve associate satisfaction and engagement.

Our Global Culture Committee, representing associates worldwide and across all levels, expanded its impact and reach this past year by appointing Culture Ambassadors globally.

These Ambassadors focus on associate engagement and promoting awareness of training, procedures, and communication to foster inclusivity within our culture.

We remain committed to fostering associate growth and development through training.

Our associates are afforded regular opportunities to participate in formal and informal personal growth and professional development programs.

In 2024, our associates completed over 316,890 hours of training.

We have implemented presentation skills training for manager and director levels and expanded the Value Centered Leadership Academy programs for first time supervisors and managers worldwide, enabling them to lead with the company’s core values.

Americold launched the Enterprise Leadership Excellence Program in 2024 to foster the successful development of Functional and Operational Vice Presidents, and General Managers.

Additionally, associates have access to various functional and technical trainings, tuition reimbursement, leadership development, and a diverse curriculum of online learning programs.

We also continue to offer executive coaching to our Director level and above associates to enhance leadership capabilities across the organization.

In the first quarter of 2024, our Annual Leadership Conference, a three-day event, brought together nearly 400 site and senior leaders to align strategies and operational priorities.

Our Global Culture Committee, representing associates worldwide and across all levels, expanded its impact and reach this past year by expanding our footprint of Culture Ambassadors globally.

These Ambassadors focus on associate engagement and fostering inclusivity within our sites.

We remain committed to supporting associate growth and development through training.

Our associates are afforded regular opportunities to participate in formal and informal personal growth and professional development

In 2025, our associates completed 379,139 hours of training, an average of 29.88 hours per associate.

We have implemented presentation skills training for manager and director levels and continued our Value Centered Leadership Academy programs for first time supervisors and managers worldwide, enabling us to lead through the company’s core values.

Americold also expanded its Enterprise Leadership Excellence Program in 2025, focused on developing Vice Presidents, General Managers, and now our Director level associates.

Additionally, associates have access to various functional and technical trainings, tuition reimbursement, leadership development, and a diverse curriculum of online learning programs including the use of LinkedIn Learning, a new offering in 2025.

We have also continued to offer executive coaching to our Director level and above associates to enhance leadership capabilities across the organization.

In the first quarter of 2025, our Annual Leadership Conference, a three-day event, brought together senior leaders from over 400 sites to align strategies and operational priorities.

The conference featured workshops, training, engagement, best practice sharing, and professional growth opportunities.

Throughout 2024, our focus remained on enhancing our data accuracy, streamlining processes and tools within our organization.

We are deploying a global ERP system, and associates are engaging in training to grasp the system and design processes to boost efficiency and increase transparency.

Giving Back to the communities where we live and work is at the heart of who we are as a Company and reflects the desire of our associates to get involved in ways that are meaningful to them.

In 2024, our associates recorded more than 5,800 volunteer hours to support causes around the globe that contribute to fighting hunger and supporting the growth and development of children and teens like Big Brothers Big Sisters, Ronald McDonald House, Meals on Wheels and so many more.

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Our most significant partnership is with Feed the Children in the United States, through which we provide donations, complimentary temperature-controlled transportation of food products and volunteer opportunities for our associates.

In 2024, we helped supply refrigerated transportation for over 800,000 lbs.

of product, covering approximately 6,500 miles and over 660,000 meals for families in need.

Our associates also held several Resource Rallies and Backpack-N-Go events ‘actively distributing resources and smiles,’ according to FEED representatives.

Not only do our associates make a difference in their local community, but they also have strong passion and support for each other.

Americold Foundation was introduced to give associates the opportunity to contribute monetary donations for members of the Americold family in need.

Associates around the world can contribute as well as be recipients of this charitable foundation.

Americold matches all donations dollar for dollar and covers the operating expenses for the fund.

Associates in need are encouraged to apply for a grant from the Americold Foundation Fund to ease their financial burden.

Throughout 2025, our focus remained on enhancing our data accuracy and streamlining processes and tools within our organization.

In 2026, we plan to continue efforts expanding Europe’s existing systems into our global platform.

At Americold, our values guide our decisions, shape our culture, and define what it means to be part of the Americold team.

Giving Back remains a core value demonstrated daily through associates’ commitment of time, energy, and resources to strengthen the communities where we live and work.

In 2025, associates across the Americas contributed more than 3,500 volunteer hours across a wide range of locally led initiatives, supporting food security, youth development and education, senior services, homelessness outreach, environmental stewardship, and community wellness.

Americold’s community impact is further unified through our decade‑long partnership with Feed the Children, a nationally recognized nonprofit dedicated to ending childhood hunger.

Over the past ten years, Americold has transported more than 2 million pounds of food and essentials, helping ensure families across the United States receive the support they need most.

In 2025, we advanced this mission through three core programs – the Food & Essentials Hub, Summer Feed & Read, and Resource Rallies, providing more than 95,000 meals to families nationwide.

Associates from facilities across the country also participated in events in Allentown, Arkansas, Kansas City, and additional communities, reinforcing our unified commitment to fighting food insecurity.

Our commitment to service extends to supporting one another.

The Americold Foundation provides financial assistance to associates experiencing unexpected personal hardship.

Associates contribute voluntarily, and Americold matches every donation while covering all administrative costs, ensuring that 100% of funds go directly to those in need.

In 2025, the Foundation provided $84,000 in total assistance to 33 associates, with site teams also organizing local fundraisers that reinforced our culture of care.

Americold also supports communities during times of crisis.

In January 2025, the Company provided a $25,000 corporate donation to support relief efforts for the California wildfires, reflecting our commitment to assisting communities where our associates and facilities are located.

Safety and Wellbeing

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We finished 2025 with a TRIR of 1.92.

Our TRIR is calculated by multiplying the number of recordable cases by 200,000;

calculated by multiplying the number of recordable cases by 200,000;

that product is then divided by exposure hours.

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Vector also provides our management team with the capability to conduct these safety initiatives via a mobile device or iPad.

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In 2025, we will be redeploying our hazard recognition module within Vector globally to encourage our front-line associates to become more deeply embedded in our safety program.

The hazard recognition module will provide associates with a mechanism to confidentially report unsafe conditions and/or acts in a facility via a mobile device.

This approach will allow Americold to not only drive safety from the top down, but also from the bottom up and encourage engagement and ownership of safety across our network.

Compensation and Benefits

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In addition to salaries or hourly wages, our compensation programs, which vary by geography and acquired entity, can include performance incentives for front-line workers, annual bonuses, share-based compensation awards, paid time off, retirement savings programs, healthcare and insurance benefits, health savings accounts, flexible work schedules, employee assistance programs and tuition assistance.

In 2024, we expanded our U.S.

benefits offerings to include musculoskeletal and physical therapy programs, as well as a back-up childcare programs that offers our associates options for unplanned emergencies.

benefits offerings include musculoskeletal and physical therapy programs, as well as back-up childcare programs that offers our associates options for unplanned emergencies.

Additionally, we will be adding a paid parental leave program beginning in 2026.

Globally, we offer comprehensive Employee Assistance Programs that assist associates with personal and/or work-related situations that may impact their job performance, health, and general sense of well-being.

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We have also adopted a Human Rights Policy overseen by our Board of Directors (the “Board”), which outlines our commitment to the United Nations Universal Declaration of Human Rights, and a policy against modern slavery, ensuring transparency within our business.

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REGULATORY MATTERS

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Failure to comply with these environmental requirements can result in civil or criminal fines or sanctions, claims for environmental damages, remediation obligations, revocation of environmental permits or restrictions on our operations.

Future changes in environmental laws or in the interpretation of those laws, including stricter requirements affecting our operations, could result in increased capital and operating costs, which could materially and adversely affect our business, financial condition, liquidity, results of operations and, consequently, amounts available for distribution to our stockholders.

materially and adversely affect our business, financial condition, liquidity, results of operations and, consequently, amounts available for distribution to our stockholders.

Food Safety Regulations

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Our properties in the U.S.

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to toxic chemicals, excessive noise levels, mechanical dangers, heat or cold stress and unsanitary conditions.

are subject to regulation under Occupational Safety and Health Act of 1970 (“OSHA”), which requires employers to provide associates with a safe work environment free from hazards, such as exposure to toxic chemicals, excessive noise levels, mechanical dangers, heat or cold stress and unsanitary conditions.

In addition, due to the amount of ammonia stored at some of our facilities, we are also subject to compliance with OSHA’s Process Safety Management of Highly Hazardous Chemicals standard and OSHA’s ongoing National Emphasis Program related to potential releases of highly hazardous chemicals.

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A failure to comply with, or the cost of complying with, these laws and regulations could materially adversely affect our business, financial condition, liquidity, results of operations and prospects and, consequently the amounts available for distribution to our stockholders.

Corporate Sustainability Reporting Directive

On January 5, 2023, the Corporate Sustainability Reporting Directive (“CSRD”) entered into force in the European Union (“EU”).

Broadly, the CSRD amends and strengthens the rules introduced on sustainability reporting for companies, banks and insurance companies subject to the Non-Financial Reporting Directive (2014/95/EU) (“NFRD”) as well as requiring a broader range of companies to produce detailed and prescriptive reports on sustainability-related matters within their financial statements – including large EU companies (as well as for EU subsidiaries of non-EU parent companies), EU and non-EU-companies (including small and medium sized enterprises) with listed securities on EU-regulated markets (except micro-undertakings) and non-EU companies with significant turnover and a legal presence on EU markets.

The reporting requirements are being phased in for 2024, with the first reports including audited information on sustainability-related matters being published in 2025 to cover the 2024 financial year.

Disclosures must be made in accordance with the European Sustainability Reporting Standards, the first set of which were published in the Official Journal on December 22, 2023 in the form of a delegated regulation.

Sector-specific and non-EU company reporting standards are still being developed.

There can be no assurance that developments with respect to the CSRD will not adversely affect us or our subsidiaries.

One or more of our subsidiaries may fall within scope of the CSRD and this may lead to increased costs due to the compliance burden.

In addition, the compliance burden and related costs may increase over time.

Failure to comply with the CSRD may lead to investigations and audits, fines, exclusion from public procurement, other enforcement action or liabilities, including civil liability or liability from third-party claims, and reputational damage.

We and our subsidiaries are subject to the risk that similar measures might be introduced in other applicable jurisdictions.

Additionally, compliance with any new laws or regulations increases our regulatory burden and could make compliance more difficult and expensive, affect the manner in which we conduct our businesses and adversely affect profitability.

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Global Sustainability and Regulatory Matters

CSRD and CSDDD in the European Union

The European Union's Corporate Sustainability Reporting Directive (“CSRD”) mandates providing standardized disclosures on social and environmental issues.

The Corporate Sustainability Due Diligence Directive (“CSDDD”) also establishes a framework for identifying and mitigating environmental and human rights impacts throughout our supply chain.

Following the "Omnibus" changes in late 2025, CSDDD deployment for large companies meeting certain turnover and employment thresholds is set to begin in 2028/2029.

We continue to monitor how these directives are being translated into national laws in the EU Member States where we do business.

United States

In the United States, we monitor California's climate disclosure laws, notably Senate Bills 253 and 261.

These laws require reporting greenhouse gas emissions (Scopes 1, 2, and 3) and the financial risks associated with climate change.

We also monitor new laws that may be enacted in other states, such as New York and Illinois, that advance comparable corporate responsibility standards.

These state-level requirements complement evolving federal disclosure regulations and must be coordinated to ensure consistent reporting.

Australia, New Zealand, and Canada

In 2025, our business in Australia is required to begin complying with mandatory climate-related financial disclosure rules.

New Zealand and Canada have also established standard reporting requirements for large federally regulated businesses.

These requirements are largely aligned with the IFRS Sustainability Disclosure Standards (S1 and S2).

Compliance and Operational Impact

Following these rules across several jurisdictions requires investing in data infrastructure and internal controls.

These rules may increase our administrative costs.

INSURANCE COVERAGE

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business