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Item 7. Management’s Discussion and Analysis

2026-02-26 compared with 2025-02-27 · 422 added, 495 removed, 448 unchanged (67% of the section changed)

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federal income tax purposes.

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

The Company operates 239 warehouses globally, totaling approximately 1.4 billion cubic feet, with 195 in North America, 25 in Europe, 17 in Asia-Pacific, and 2 in South America as of December 31, 2024.

Our business includes three primary business segments:

Americold 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.

As of December 31, 2025, the Company operated 231 warehouses globally, totaling 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.

As of December 31, 2025, our business includes three primary business segments:

Warehouse, Transportation and Third-Party Managed.

We have minority interests in two joint ventures:

SuperFrio Armazéns Gerais S.A.

(“SuperFrio”), which operates 34 temperature-controlled warehouses in Brazil, and RSA Cold Holdings Limited (the “RSA joint venture”), which operates two temperature-controlled warehouses in Dubai.

Focus on Our Operational Effectiveness and Cost Structure

Our ongoing initiatives, some of which are detailed below, focus on streamlining business operations and reducing costs.

This includes i) centralizing processes;

ii) implementing operational standards;

iii) adopting new technology;

iv) enhancing health and safety programs;

v) leveraging our networks’ purchasing power;

and vi) fully integrating acquired assets and businesses.

Such realignments have and will allow us to acquire new talent and strengthen our service offerings.

Additionally, as part of our initiatives to streamline our business processes and to reduce our cost structure, we have evaluated and exited less strategic and profitable markets or business lines, including the sale of certain warehouse assets, the exit of certain leased facilities, and the exit of certain managed warehouse agreements.

Through our process of active portfolio management, we continue to evaluate our markets and offerings.

Other costs reduction initiatives

To reduce facility costs, we continue to invest in energy efficiency projects, including LED lighting, thermal and solar energy storage, motion-sensor technology, variable frequency drives, third party efficiency reviews, real-time energy consumption monitoring, rapid open and close doors, and alternative-power generation technologies.

We have also fine-tuned our refrigeration systems, implemented rain water harvesting and energy management practices, as well as increased our participation in Power Demand Response programs with some of our power suppliers.

These initiatives have allowed us to reduce our consumption of kilowatt hours and energy spend.

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We also have a minority interest in one joint venture:

RSA Cold Holdings Limited (the “RSA joint venture”), which operates 2 temperature-controlled warehouses in Dubai.

Business Strategy

Our strategy is focused on disciplined execution, capital efficiency, and proactive asset management to enhance operating and financial performance, increase cash flows from operations, and create long-term stockholder value.

We leverage the scale, density, and flexibility of our global temperature-controlled warehouse network to support customers across the cold chain, drive organic growth within our existing portfolio, and optimize physical and economic utilization.

As an owner and operator of specialized cold-storage real estate, we actively manage our portfolio to maintain financial flexibility, support evolving customer requirements, and create value through selective development and portfolio optimization.

We continue to emphasize operational excellence, cost discipline, and service reliability, supported by standardized processes and ongoing technology investments.

While food remains our primary end market, our facilities also support adjacent temperature-sensitive categories and, where appropriate, non-temperature-sensitive goods.

We believe these strategies position us to benefit from continued customer outsourcing, e-commerce growth, and evolving distribution models.

Key Factors Affecting Our Business and Financial Results

Cybersecurity Incident

On April 26, 2023, the Company became aware of a cybersecurity incident impacting a certain number of our systems and partially impacting operations for a limited period of time (the “Cyber Incident”).

The Company engaged an external cyber security expert to initiate responses to contain and remediate the incident, and conduct a forensic investigation.

Actions taken included preventative measures such as shutting down certain operating systems, supplementing existing security monitoring with additional scanning and other protective measures.

The Company also notified law enforcement and its customers, informing them of both the incident and management’s efforts to minimize its impact on the Company’s daily operations.

Technology information systems were reintroduced in a controlled phased approach and all locations successfully resumed operations at pre-cyberattack levels by June 30, 2023.

As noted above, the Company engaged a leading cybersecurity defense firm that completed a forensic investigation of the incident and provided recommended actions in response to the findings.

The Company has completed many of the recommended remediation activities and continues to enhance our policies and procedures meant to assess, identify, and effectively manage cybersecurity risks, threats, and incidents.

Incremental charges recorded in conjunction with remediation and response efforts associated with the Cyber Incident have been recorded net of insurance recoveries within “Acquisition, cyber incident, and other, net in the Consolidated Statements of Operations.

This amount was primarily comprised of incremental internal labor costs, professional fees, customer claims, and related insurance deductibles.

Project Orion

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 (“IT”) 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 were $80.5 million and $43.9 million as of December 31, 2024 and 2023, respectively.

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

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 (“IT”) applications and infrastructure rationalization, reduced associate turnover, working capital efficiency and reduced IT maintenance capital expenditures .

We refer to the Project Orion ERP activities as “Orion - Oracle” and all other Project Orion transformation activities as “Orion - Transformation”.

The activities associated with Orion - Oracle are substantially complete, with the exception of the implementation in Europe.

Since inception, the Company has incurred $227.7 million of total 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”, and to a lesser extent within “Assets under construction” on the Consolidated Balance Sheets.

The unamortized balance of the Project Orion deferred costs recognized within Other Assets was $88.6 million and $80.5 million as of December 31, 2025 and 2024, respectively.

During the three months ended June 30, 2024, the Company deployed Project Orion in North America and Asia Pacific related to Orion - Oracle activities.

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.

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

However, the useful lives of major information system installations, such as the implementation of Project Orion related systems and 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 Project Orion related systems and software associated with the deployment of Project Orion in North America and Asia Pacific to be ten years and is amortizing the costs associated with such implementation on a straight line basis over such period.

The amortization expense

recognized during the years ended December 31, 2025 and 2024 related to Project Orion was $15.1 million and $4.2 million, respectively.

Loss on Debt Extinguishment

During the year ended December 31, 2024, the Company purchased the 11 facilities in the Company’s lease portfolio that were previously accounted for as failed sale-leaseback financing obligations.

During the year ended December 31, 2024, the Company purchased 11 facilities in the Company’s lease portfolio that were previously accounted for as failed sale-leaseback financing obligations.

Total cash outflows related to these purchases of $191.0 million are included within “Termination of sale-leaseback financing obligations” on the Consolidated Statements of Cash Flows for the year ended December 31, 2024.

These purchases resulted in the recognition of a $115.1 million loss on debt extinguishment during the year ended December 31, 2024.

These amounts are recognized within “Loss on debt extinguishment, modifications and termination of derivative instruments” on the Consolidated Statements of Operations.

Impairment of indefinite and long-lived assets

During the year ended December 31, 2024 the Company recorded $33.1 million of impairment charges within “Impairment of indefinite and long-lived assets” on the Consolidated Statements of Operations which is related to the anticipated exit of certain warehouse and transportation related operations.

We specialize in providing services to businesses within the food industry whose businesses are often seasonal or cyclical.

On average the first and second quarter segment contributions, as defined below, are relatively consistent.

On a portfolio-wide basis, physical occupancy rates are generally the lowest during May and June and gradually increase thereafter, due to annual harvests and our customers’ focus on building inventories for end-of-year holidays, which generally peak between mid-September and early December.

The external temperature reaches annual peaks for a majority of our portfolio during the third and fourth quarter of the year resulting in increased power expenses.

To manage earnings volatility due to seasonality, we have implemented fixed commitment contracts with certain customers.

These fixed commitment contracts obligate our customers to pay for guaranteed warehouse space to maintain required inventory levels, particularly during peak occupancy periods.

Our diverse customer base also mitigates 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).

Additionally, our southern hemisphere operations in Australia, New Zealand and South America complement the growing and harvesting cycles in North America and Europe, further balancing seasonality’s impact on our operations.

These amounts are recognized within “Loss on debt extinguishment and termination of derivative instruments” on the Consolidated Statements of Operations.

Refer to Note 11 - Sale-Leasebacks of Real Estate for further details.

Loss on Sale of Real Estate

During the year ended December 31, 2025, the Company exited 2 facilities in the Company’s lease portfolio that were previously accounted for as failed sale-leaseback financing obligations.

These exits resulted in a $55.9 million loss, recognized within “Net loss (gain) from sale of real estate” on the Consolidated Statements of Operations for the year ended December 31, 2025.

Refer to Note 11 - Sale-Leasebacks of Real Estate for further details.

Impairment of Long-Lived Assets

For the year ended December 31, 2025, the Company recorded long-lived asset impairment charges of $47.1 million primarily due to the anticipated exit of certain warehouses.

For the year ended December 31, 2024, the Company recorded long-lived asset impairment charges of $33.1 million for the anticipated exit of certain warehouse and transportation related operations.

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.

Financial Trends and Uncertainties

Management believes that recent and future operating results may continue to be impacted by broader macroeconomic conditions, including consumer spending conservatism, persistent inflationary pressures, tariff-related uncertainty, and reductions in government-sponsored benefits.

These factors have collectively influenced purchasing behavior, which in turn affect our customers’ production volumes and the corresponding demand for our temperature-controlled storage and handling services.

The cold storage industry has also experienced increased speculative capacity, particularly in key distribution markets, which has increased competition.

Management believes these trends are reasonably likely to continue to impact future results;

however, despite these headwinds, we remain focused on disciplined cost control, delivering high-quality customer service, and investing in areas of the business that offer the greatest long-term value.

Foreign Currency Translation Impact on Our Operations

Our consolidated revenues and expenses are impacted by foreign currency fluctuations, which can significantly affect our results.

However, revenues and expenses from our international operations are typically denominated in

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the local currency of the country in which they are derived, which partially mitigates the impact of foreign currency fluctuations.

Amounts presented in constant currency within our results of operations are calculated by applying the average foreign exchange rate from the comparable prior year period to actual local currency results in the current period.

While constant currency metrics are a non-GAAP calculation and do not represent actual results, the comparison allows the reader to understand the impact of operations excluding changes in foreign exchange rates.

We provide reconciliations of these measures in the discussions of our comparative results of operations below.

Our discussion of the drivers of our performance below are based upon U.S.

Historically Significant Customer

For the year ended December 31, 2022, one customer accounted for more than 10% of our total revenues, with revenues received of $264.2 million.

The Company and this customer transitioned the management of this customer’s warehouses to a new third-party provider during the fourth quarter of 2022, and we are no longer serving this customer in the third-party managed segment.

Of the revenues received from this customer, $255.2 million wa s offset by matching expenses included in our third-party managed cost of operations for the year ended December 31, 2022.

However, revenues and expenses from our international operations are typically denominated in the local currency of the country in which they are derived, which partially mitigates the impact of foreign currency fluctuations.

See below for further details of constant currency key performance indicators used to allow stakeholders to understand the results of operations excluding changes in foreign exchange rates.

How We Assess the Performance of Our Business

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We evaluate the performance of our primary business segments based on their NOI contribution to our overall results of operations which aligns with how our decision makers evaluate performance.

• Warehouse segment contribution NOI is calculated as warehouse segment revenues less its cost of operations (excluding any Depreciation and amortization;

Impairment of indefinite and long-lived assets;

corporate-level Selling, general, and administrative;

corporate-level Acquisition, cyber incident, and other, net;

Net (gain) loss from sale of real estate;

and all components of Other income (expense).

• Warehouse segment contribution NOI is calculated as Warehouse segment revenues less its cost of operations excluding any Depreciation and amortization, corporate-level Selling, general, and administrative, corporate-level Acquisition, cyber incident, and other, net, Impairment of indefinite and long-lived assets, Net loss (gain) from sale of real estate, and all components of Other (expense) income.

• Warehouse rent and storage contribution NOI is calculated as warehouse rent and storage revenues less power and other facilities cost.

• Warehouse services operations NOI is calculated as warehouse services revenues less labor and other service costs.

• Transportation segment contribution NOI is calculated as transportation segment revenues less its cost of operations (excluding any Depreciation and amortization, Impairment of indefinite and long-lived assets, corporate-level Selling, general, and administrative, corporate-level Acquisition, cyber incident, and other, net and Net (gain) loss from sale of real estate) and all components of Other income (expense).

• Third-party Managed segment contribution NOI is calculated as third-party managed segment revenues less its cost of operations (excluding any Depreciation and amortization, Impairment of indefinite and long-lived assets, corporate-level Selling, general, and administrative, corporate-level Acquisition, cyber incident, and other, net and Net (gain) loss from sale of real estate) and all components of Other income (expense).

• Warehouse services contribution NOI is calculated as warehouse services revenues less labor and other service costs.

• Transportation segment contribution NOI is calculated as Transportation segment revenues less its cost of operations excluding any Depreciation and amortization, corporate-level Selling, general, and administrative, corporate-level Acquisition, cyber incident, and other, net, Impairment of indefinite and long-lived assets, Net loss (gain) from sale of real estate, and all components of Other (expense) income.

• Third-Party Managed segment contribution NOI is calculated as Third-Party Managed segment revenues less its cost of operations excluding any Depreciation and amortization, corporate-level Selling, general, and administrative, corporate-level Acquisition, cyber incident, and other, net, Impairment of indefinite

and long-lived assets, Net loss (gain) from sale of real estate, and all components of Other (expense) income.

• Contribution NOI margin for each of these operations is calculated as the applicable contribution NOI measure divided by the applicable revenue measure.

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Segment NOI and NOI margin contribution metrics help investors understand revenues, costs, and earnings among service types.

These NOI contribution measures are supplemental and are not measurements of financial performance under U.S.

We provide reconciliations of these measures to U.S.

GAAP in the results of operations sections below.

We provide reconciliations of these measures to the most directly comparable U.S.

GAAP measures in the results of operations sections below.

Same Store Analysis

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non-renewal of warehouse lease or held for sale to third parties), were sold, or entered development subsequent to the beginning of the current calendar year.

Beginning January of 2024, changes in ownership structure (e.g., purchase of a previously leased warehouse) will no longer result in a facility being excluded from the same store population, as management believes that actively managing its real estate is normal course of operations.

Additionally, management will begin to classify new developments (both conventional and automated facilities) as a component of the same store pool once the facility is considered fully operational and both inbounding and outbounding product for at least twelve consecutive months prior to January 1 of the current calendar year.

These changes reflect a better alignment of our disclosures with industry practices.

Changes in ownership structure (e.g., purchase of a previously leased warehouse) does not result in a facility being excluded from the same store population, as management believes that actively managing its real estate is normal course of operations.

Additionally, management classifies new developments (both conventional and automated facilities) as a component of the same store pool once the facility is considered fully operational and both inbounding and outbounding product for at least twelve consecutive months prior to January 1 of the current calendar year.

For all same store properties (as defined above), we calculate “same store contribution NOI”, “same store rent and storage contribution NOI”, “same store services contribution NOI”, and the related margins in the same manner as described above.

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The following table shows the number of same store and non-same store warehouses in our portfolio as of December 31, 2025.

The non-same store warehouse count in the table below includes the partial period impact of sites exited during the periods presented.

The non-same stores count in the table below includes the impact of sites sold or otherwise disposed of during the period presented.

Warehouse site count As of December 31, 2025

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Third-Party Managed Warehouses 3

(1) The non-same store facility count consists of:

5 sites in the expansion and development phase, 2 facilities that we purchased in 2023, 2 facilities whose operations have ceased and the Company is evaluating alternative use including,

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third party lease or sale.

(1) As of December 31, 2025, the non-same store facility count consists of:

4 sites that are in the recently completed expansion and development phase, 2 facilities where the executive leadership team has approved exits in the current year (both of which are leased facilities), 1 facility that we purchased in 2025, 1 recently leased warehouse in Australia, and 1 site that is temporarily idle.

Beginning in Q4 2025, sites are removed from the site count if the executive leadership team has approved the exit and the site is vacant as of period end.

As of December 31, 2025, there are 4 sites in the development and expansion phase that will be added to the non-same store pool when operations commence.

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Same store financial measures should be considered as a supplement, but not as an alternative, to our results calculated in accordance with U.S.

We provide reconciliations of these measures to U.S.

GAAP in the discussions of our comparative results of operations below.

We provide reconciliations of these measures to the most directly comparable U.S.

GAAP measures in the discussions of our comparative results of operations below.

Physical Occupancy of our Warehouses

We define average physical occupied pallets as the average number of physically occupied pallets positions in our warehouses for the applicable period.

Physical occupancy percentage is calculated by dividing the average number of physically occupied pallets by the estimated average of total physical pallet positions in our warehouses, regardless of whether they are occupied, for the applicable period.

We estimate the number of physical pallet positions by taking into account actual racked space and by estimating unracked space on an as-if racked basis.

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Economic occupancy percentage is calculated by dividing the average economic occupied pallets by the estimated average of total physical pallet positions in our warehouses, regardless of whether they are occupied, for the applicable period.

Economic occupancy is a key driver of our financial results.

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

We now aim to establish contracts with fixed storage commitments for new customer relationships and transition existing customers to such contracts in conjunction with contract renewals or changes in customer profiles.

This strategy mitigates the impact of seasonal changes on physical occupancy and ensures our customers have the necessary space to support their business needs.

Economic occupancy is a key driver of our financial results as it mitigates the impact of seasonal changes on physical occupancy and ensures our customers have the necessary space to support their business needs.

Throughput at our Warehouses

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Throughput refers to the volume of pallets entering and exiting our warehouses, with higher levels of throughput driving warehouse services revenues.

The nature of throughput can be influenced by various factors including

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product turnover and shifts in consumer demand.

The nature of throughput can be influenced by various factors including product turnover and shifts in consumer demand.

Food manufacturers’ production levels are influenced by market conditions, consumer demand, labor availability, supply chain dynamics and consumer preferences, which all impact throughput.

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GAAP, and our constant currency results should be considered as a supplement, but not as an alternative, to our results calculated in accordance with U.S.

The constant currency performance measures should not be considered a substitute for, or superior to, the measures of financial performance prepared in accordance with U.S.

We provide reconciliations of these measures in the discussions of our comparative results of operations below.

Our discussion of the drivers of our performance below are based upon U.S.

Components of Our Results of Operations

Rent, storage, and warehouse services .

Our primary source of revenues are rent, storage, and warehouse services fees.

Rent, storage, and warehouse services revenues .

Our primary source of revenues is rent, storage, and warehouse services fees.

Rent and storage revenues are related to the storage of frozen, perishable or other products in our warehouses.

We also offer a wide array of value-added services including:

i) receipt, labeling and storage of goods, ii) customized order retrieval and packaging, iii) blast freezing and ripening, iv) government approved periodic inspections, fumigation, and other treatment services, and v) e-commerce fulfillment and many more.

Rent, storage, and warehouse services cost of operations consist of labor, power, other facilities costs, and other service costs.

Labor, the most significant part of warehouse expenses, covers wages, benefits, workers' compensation, and can vary due to factors like workforce size, customer needs, compensation levels, third-party labor usage, collective bargaining agreements, customer requirements, productivity, labor availability, government policies, medical insurance costs, safety programs, and discretionary bonuses.

The cost of power, also a significant cost of operations, fluctuates based on the price of power in the regions that our facilities operate and the required temperature zone or freezing required.

Labor covers wages, benefits, workers' compensation, and can vary due to factors like workforce size, customer needs, compensation levels, third-party labor usage, collective bargaining agreements, customer requirements, productivity, labor availability, government policies, medical insurance costs, safety programs, and discretionary bonuses.

The cost of power fluctuates based on the price of power in the regions that our facilities operate and the required temperature zone or freezing required.

We may, from time to time, hedge our exposure to changes in power prices through fixed rate agreements or, to the extent possible and appropriate, through rate escalations or power surcharge provisions within our customer contracts.

Other facilities costs include utilities other than power, property taxes and insurance, sanitation, repairs and maintenance, operating lease rent charges, security, and other related facilities costs.

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Other facilities costs include utilities other than power, property taxes and insurance, sanitation, repairs and maintenance, operating leases rent charges, security, and other related facilities costs.

Other services costs include equipment costs, warehouse consumables (e.g.

shrink-wrap), employee protective equipment, warehouse administration and other related services costs.

shrink-wrap), associate protective equipment, warehouse administration and other related services costs.

Transportation

Transportation services revenues is derived from fees charged for transportation of our customers products, often including fuel and capacity surcharges.

Transportation services revenues are derived from fees charged for transportation of our customers products, often including fuel and capacity surcharges.

Transportation services cost of operations are primarily affected by third-party carrier costs, which are influenced by carrier factors like driver and equipment availability.

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Third-Party Managed

Third-party managed services .

Third-party managed services revenues.

Reimbursements that we receive for expenses incurred for warehouses that we manage on behalf of third-party owners are recognized as third-party managed services revenues.

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Amortization relates primarily to intangible assets for customer relationships.

Selling, general, and administrative expenses consist primarily of non-warehouse related labor, administrative, business development, marketing, engineering, human resources, information technology (including amortization expenses associated with the implementation of Project Orion), performance and time based incentive compensation, communications, travel, professional fees, bad debt, training, and office supplies.

Acquisition, cyber incident, and other, net consists of non-recurring or non-routine costs including acquisition related costs, costs related to Project Orion, litigation and settlement costs outside of the normal course of business, severance, terminated site operations costs, pension plan termination charges, and cyber incident related costs, net of insurance recoveries all of which are not representative of our normal course of operations.

Impairment of indefinite and long-lived assets represents the impairment of goodwill, customer relationship intangibles, and other long-lived assets whose values are considered unrecoverable.

Net (gain) loss from sale of real estate represents gains or losses recognized from the sale of Company owned real estate.

Selling, general, and administrative expenses consist primarily of warehouse and non-warehouse related labor, facility and warehouse costs, equipment expenses, administrative expenses, information technology (including amortization and ongoing licenses expenses associated with the go-live of Project Orion), common carriers, and professional fees.

Acquisition, cyber incident, and other, net consists of non-recurring or non-routine costs including costs related to Project Orion, terminated site operations costs, non-routine stock compensation expense associated with certain employee awards and professional and consulting fees for strategic projects, acquisition related costs, severance, and cyber incident related costs, net of insurance recoveries.

These costs are not representative of our normal course of operations.

Impairment of indefinite and long-lived assets represents the impairment of property, plant, and equipment, operating leases, and other long-lived assets whose values are considered unrecoverable.

Net loss (gain) from sale of real estate represents gains or losses recognized from certain lease exits previously accounted for as failed sale leasebacks or the sale of Company owned real estate.

Interest expense is associated with interest charged on unsecured revolving credit facilities, term loans, and notes.

Loss on debt extinguishment, modifications and termination of derivative instruments is representative of charges associated with prior debt extinguishments and modifications as well as the termination of derivative instruments.

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Loss on debt extinguishment and termination of derivative instruments is representative of charges associated with debt extinguishments and termination of derivative instruments.

Loss from investments in partially owned entities is representative of our share of gains and losses associated with our minority ownership interests in joint ventures.

Impairment of related party loan receivable represents impairment charges associated with the loan issued to the Comfrio joint venture which is further described in Note 3 - Business Combinations, Asset Acquisitions and Discontinued Operations of the Consolidated Financial Statements.

Other, net primarily includes miscellaneous transactions, the gain from the sale of the SuperFrio joint venture, interest income, foreign currency remeasurement, and certain legal settlements.

Impairment of related party loan receivable represents impairment charges associated with the loan issued to the Comfrio joint venture which was fully impaired during the year ended December 31, 2023.

Refer to Note 3 - Business Combinations, Asset Acquisitions and Discontinued Operations of the Consolidated Financial Statements for further details.

Loss on put option represents the fair value of put option associated with the Comfrio joint venture further described in Note 3 - Business Combinations, Asset Acquisitions and Discontinued Operations of the Consolidated Financial Statements.

Other, net primarily includes foreign currency remeasurement, interest income, gains and losses on other asset disposals, certain legal settlements, gains recognized during the year ended December 31, 2024 related to the removal of a certain net investment hedge designation, and other miscellaneous transactions.

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Results of Operations

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Total revenues $ 2,377,116 $ 2,381,067 $ 2,416,743 (1.6) % (1.5) %

$ 2,416,743 $ 2,449,874 $ 2,391,089 1.1 % 2.5 %

Global Warehouse cost of operations (2) :

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Total warehouse cost of operations $ 1,577,665 $ 1,580,197 $ 1,615,030 (2.3) % (2.2) %

$ 1,615,030 $ 1,637,290 $ 1,668,486 (3.2) % (1.9) %

Global Warehouse contribution (NOI) $ 799,451 $ 800,870 $ 801,713 (0.3) % (0.1) %

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Global Warehouse rent and storage metrics:

Average economic occupied pallets

4,304 n/a 4,546 (5.3) % n/a

Average economic occupied pallets 4,097 n/a 4,304 (4.8) % n/a

Average physical occupied pallets 3,494 n/a 3,731 (6.4) % n/a

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Economic occupancy percentage 74.6 % n/a 77.9 % -330 bps n/a

Physical occupancy percentage

67.6 % n/a 75.7 % -815 bps n/a

Physical occupancy percentage 63.6 % n/a 67.6 % -400 bps n/a

Total rent and storage revenues per average economic occupied pallet $ 251.77 $ 252.35 $ 246.17 2.3 % 2.5 %

$ 246.17 $ 250.67 $ 242.35 1.6 % 3.4 %

Total rent and storage revenues per average physical occupied pallet $ 295.22 $ 295.90 $ 283.97 4.0 % 4.2 %

$ 283.97 $ 289.17 $ 267.41 6.2 % 8.1 %

Global Warehouse services metrics:

1 unchanged sentence

Total warehouse services revenues per throughput pallet $ 38.18 $ 38.22 $ 37.18 2.7 % 2.8 %

$ 37.18 $ 37.55 $ 34.36 8.2 % 9.3 %

(1) The adjustments from our U.S.

GAAP operating results to calculate our operating results on a constant currency basis are the effect of changes in foreign currency exchange rates relative to the comparable prior period.

(2) Includes real estate rent expense o f $35.9 million and $37.5 million, on an actual basis, for the year ended December 31, 2024 and 2023, respectively.

(3) Includes non-real estate rent expense (equipment lease and rentals) of $12.3 million and $14.3 million, on an actual basis, for the year ended December 31, 2024 and 2023, respectively.

On a constant currency basis, our warehouse segment revenues increased $58.8 million, or 2.5%, during the year ended December 31, 2024, compared to the same period in the prior year.

This growth was driven by an increase

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of $55.8 million in our same store pool, and an increase of $2.9 million in our non-same store pool, both on a constant currency basis, due to factors further discussed below.

On a constant currency basis, our warehouse segment cost of operations decreased $31.2 million, or 1.9%, during the year ended December 31, 2024, compared to the same period in the prior year.

The cost of operations for our same store pool decreased $28.1 million, and decreased $3.1 million for our non-same store pool, both on a constant currency basis, due to factors further described below.

On a constant currency basis, warehouse segment NOI contribution increased $90.0 million, or 12.5%, during the year ended December 31, 2024, compared to the same period in the prior year.

The NOI for our same store pool increased $83.9 million, or 11.4%, and increased $6.1 million for our non-same store pool, both on a constant currency basis, due to factors further described below.

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Same Store and Non-Same Store Analysis

(2) Rent, storage, and warehouse services cost of operations do not include the financial results of warehouses after being considered idle or closed due to an intention to exit.

These sites are recognized within Acquisition, cyber incident, and other, net.

Refer to FN8 - Acquisition, Cyber Incident, and Other, Net for further details.

(3) Includes real estate rent expense o f $29.0 million and $35.9 million, on an actual basis, for the years ended December 31, 2025 and 2024, respectively.

(4) Includes non-real estate rent expense (equipment lease and rentals) of $9.6 million and $12.3 million, on an actual basis, for the years ended December 31, 2025 and 2024, respectively.

n/a - not applicable

On a constant currency basis, our Warehouse segment revenues decreased $35.7 million, or 1.5%, during the year ended December 31, 2025, compared to the prior year.

This decrease was driven by a decrease of $29.2 million in our same store pool, and a decrease of $6.5 million in our non-same store pool, both on a constant currency basis.

See discussion in the same store section below for further details on the same store revenue decrease.

The decrease in revenue in our non-same store pool was primarily due to facilities exits in the non-same store pool during the period partially offset by incremental revenue associated with recently completed developments, expansions, and acquisitions.

On a constant currency basis, our Warehouse segment cost of operations decreased $34.8 million, or 2.2%, during the year ended December 31, 2025, compared to the prior year.

The cost of operations decreased $8.5 million for our same store pool, and decreased $26.3 million for our non-same store pool, both on a constant currency basis.

The decrease in the non-same store pool is primarily related to facilities exits in the non-same store pool as well as performance improvements associated with the ongoing normalization of recent site developments, expansions, and acquisitions in the non-same store pool during the year ended December 31, 2025 as compared to the prior year.

On a constant currency basis, Warehouse segment NOI contribution decreased $0.8 million, or 0.1%, during the year ended December 31, 2025, compared to the prior year.

The NOI for our same store pool decreased $20.7 million, or 2.5%, and increased $19.8 million for our non-same store pool, both on a constant currency basis, due to factors further described above.

Same Store and Non-Same Store Results

The following table presents revenues, contribution (NOI), margins, and certain operating metrics for our same store and non-same store for the years ended December 31, 2025 and 2024.

9 unchanged sentences

Total same store revenues $ 2,301,360 $ 2,305,175 $ 2,334,329 (1.4) % (1.2) %

$ 2,342,675 $ 2,375,674 $ 2,319,832 1.0 % 2.4 %

Same store cost of operations (2) :

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Same store contribution (NOI) $ 791,367 $ 792,766 $ 813,426 (2.7) % (2.5) %

$ 807,546 $ 818,622 $ 734,694 9.9 % 11.4 %

Same store rent and storage contribution (NOI)

2 unchanged sentences

$ 167,267 $ 167,077 $ 161,632 3.5 % 3.4 %

Same store margin

34.5 % 34.5 % 31.7 % 280 bps 279 bps

Same store margin 34.4 % 34.4 % 34.8 % -40 bps -40 bps

Same store rent and storage margin

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Same store rent and storage metrics:

Average economic occupied pallets

4,157 n/a 4,427 (6.1) % n/a

Average economic occupied pallets 3,980 n/a 4,148 (4.1) % n/a

Average physical occupied pallets 3,396 n/a 3,590 (5.4) % n/a

Average physical pallet positions 5,195 n/a 5,214 (0.4) % n/a

Economic occupancy percentage

79.2 % n/a 84.2 % -502 bps n/a

Physical occupancy percentage

68.7 % n/a 76.5 % -783 bps n/a

Economic occupancy percentage 76.6 % n/a 79.6 % -300 bps n/a

Physical occupancy percentage 65.4 % n/a 68.9 % -350 bps n/a

Same store rent and storage revenues per average economic occupied pallet $ 248.83 $ 249.43 $ 245.86 1.2 % 1.5 %

$ 245.18 $ 249.83 $ 239.23 2.5 % 4.4 %

Same store rent and storage revenues per average physical occupied pallet $ 291.62 $ 292.32 $ 284.07 2.7 % 2.9 %

$ 282.64 $ 288.01 $ 263.25 7.4 % 9.4 %

Same store services metrics:

Throughput pallets 34,526 n/a 35,591 (3.0) % n/a

Same store warehouse services revenues per throughput pallet

$ 37.63 $ 38.02 $ 34.62 8.7 % 9.8 %

Same store services revenues per throughput pallet $ 37.97 $ 38.01 $ 36.93 2.8 % 2.9 %

(1) The adjustments from our U.S.

GAAP operating results to calculate our operating results on a constant currency basis are the effect of changes in foreign currency exchange rates relative to the comparable prior period.

(2) Rent, storage, and warehouse services cost of operations do not include the financial results of warehouses after being considered idle or closed due to an intention to exit.

These sites are recognized within Acquisition, cyber incident, and other, net.

n/a - not applicable

Same store rent and storage revenues decreased by $27.1 million on a constant currency basis, primarily due to a decrease in economic occupancy of 300 basis points.

This decrease was partially offset by an increase in the constant currency same store rent and storage revenues per average economic occupied pallet of 4.4% during the year ended December 31, 2024, as compared to the same period in the prior year.

Same store services revenues increased $76.4 million on a constant currency basis, primarily due to pricing initiatives implemented during the latter half of 2023, improved revenue capture, and incremental value added services.

Specifically, our constant currency same store services revenues per throughput pallet increased 9.8%

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during the year ended December 31, 2024, as compared to the same period in the prior year.

This was partially offset by a decrease in throughput of 3.4%.

Same store costs of operations decreased by $28.1 million, on a constant currency basis, primarily driven by lower labor and other service costs.

Such costs decreased as a result of lower throughput volume of 3.4% resulting in less overtime and contract labor, in addition to an increased focus on workforce performance and operational efficiencies.

More specifically, the decline in other service costs included lower costs associated with supply purchases as well as lower customer claims reserve expense.

This was partially offset by an increase in power and other variable facilities costs, primarily facility maintenance, due to ongoing inflationary pressures.

This decrease was partially offset by an increase in the constant currency same store rent and storage revenues per average economic occupied pallet of 1.5% during the year ended December 31, 2025, as compared to the prior year.

The overall decrease in economic occupancy was primarily driven by lower volume due to a competitive environment and changes in consumer buying habits which resulted in change in food production levels.

Same store warehouse services revenues decreased $2.0 million on a constant currency basis, primarily due to a 3.0% decrease in throughput pallets due to lower outbounding activity associated with the factors impacting occupancy levels noted above.

This decrease was partially offset by an increase in the constant currency same store services revenues per throughput pallet of 2.9% during the year ended December 31, 2025, as compared to the prior year.

Same store costs of operations decreased by $8.5 million, on a constant currency basis, primarily driven by a decline in labor related charges and lower costs associated with the Company’s provision for uncollectible accounts.

Labor expense declined primarily due to the impact of the Company’s labor efficiency initiatives, as well as lower overall occupancy levels.

Same store operating margins remained relatively consistent during the year ended December 31, 2025, as compared to the prior year.

Years Ended December 31, Change

2025 Constant Currency (1)

Actual Constant currency

2023 actual Actual Constant currency

Number of non-same store warehouses 9 16

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Warehouse services 34,598 34,720 42,732 n/r n/r

Total non-same store revenues

$ 74,068 $ 74,200 $ 71,257 n/r n/r

Total non-same store revenues $ 75,756 $ 75,892 $ 82,414 n/r n/r

Non-same store cost of operations (2) :

4 unchanged sentences

Total non-same store cost of operations $ 67,672 $ 67,788 $ 94,127 n/r n/r

Non-same store contribution (NOI)

$ (5,833) $ (6,038) $ (12,091) n/r n/r

Non-same store contribution (NOI) $ 8,084 $ 8,104 $ (11,713) n/r n/r

Non-same store rent and storage contribution (NOI)

3 unchanged sentences

Non-same store rent and storage metrics:

Average economic occupied pallets

147 n/a 119 n/r n/a

Average economic occupied pallets 117 n/a 156 n/r n/a

Average physical occupied pallets 98 n/a 141 n/r n/a

1 unchanged sentence

Economic occupancy percentage 39.4 % n/a 50.5 % n/r n/a

Physical occupancy percentage

45.5 % n/a 52.2 % n/r n/a

Non-same store rent and storage revenues per average economic occupied pallet

$ 274.09 $ 274.48 $ 358.65 n/r n/r

Non-same store rent and storage revenues per average physical occupied pallet

$ 322.33 $ 322.78 $ 439.99 n/r n/r

Physical occupancy percentage 33.0 % n/a 45.6 % n/r n/a

Non-same store rent and storage revenues per average economic occupied pallet $ 351.78 $ 351.90 $ 254.37 n/r n/r

Non-same store rent and storage revenues per average physical occupied pallet $ 419.98 $ 420.12 $ 281.43 n/r n/r

Non-same store services metrics:

Throughput pallets 718 n/a 918 n/r n/a

Non-same store warehouse services revenues per throughput pallet

$ 25.28 $ 25.34 $ 25.82 n/r n/r

Non-same store services revenues per throughput pallet $ 48.19 $ 48.36 $ 46.55 n/r n/r

(1) The adjustments from our U.S.

GAAP operating results to calculate our operating results on a constant currency basis are the effect of changes in foreign currency exchange rates relative to the comparable prior period.

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(2) Rent, storage, and warehouse services cost of operations do not include the financial results of warehouses after being considered idle or closed due to an intention to exit.

These sites are recognized within Acquisition, cyber incident, and other, net.

n/a - not applicable

n/r - not relevant

Transportation Segment

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(Dollars in thousands)

Transportation revenue $ 209,129 $ 214,347 $ 239,670 (12.7) % (10.6) %

Transportation cost of operations 172,606 176,887 197,630 (12.7) % (10.5) %

Transportation services revenues

$ 188,230 $ 188,273 $ 209,129 (10.0) % (10.0) %

Transportation services cost of operations 156,984 157,001 172,606 (9.1) % (9.0) %

Transportation segment contribution (NOI) $ 31,246 $ 31,272 $ 36,523 (14.4) % (14.4) %

2 unchanged sentences

GAAP operating results to calculate our operating results on a constant currency basis are the effect of changes in foreign currency exchange rates relative to the comparable prior period.

On a constant currency basis, transportation revenues decreased $25.3 million, or 10.6%, compared to the prior year.

The decrease was primarily due to lower volumes associated with certain warehouses in the UK , the loss of a major customer in the United States that returned during the fourth quarter , and the softening of transportation demand in the general macro-environment.

On a constant currency basis, transportation cost of operations decreased $20.7 million, or 10.5%, compared to the prior year.

The decrease was due to the same factors contributing to the decline in revenues mentioned above.

On a constant currency basis, Transportation services revenues decreased $20.9 million, or 10.0%, as compared to the prior year.

The decrease was primarily due to overall lower volumes driven by softening transportation demand in the current macro-economic environment coupled with certain customer exits and site exits, partially offset by an increase in transportation revenues in Asia-Pacific primarily due to a newly leased warehouse in Australia and volume increases in the region.

On a constant currency basis, Transportation services cost of operations decreased $15.6 million, or 9.0%, as compared to the prior year.

The decrease was due to the same factors contributing to the decline in revenue mentioned above for North America and Europe, partially offset by an increase in transportation cost of operations for Asia-Pacific.

Third-Party Managed Segment

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(Dollars in thousands)

Third-party managed revenue $ 40,669 $ 40,830 $ 42,570 (4.5) % (4.1) %

Third-party managed cost of operations 32,178 32,302 36,641 (12.2) % (11.8) %

Third-party managed services revenues

$ 36,500 $ 37,082 $ 40,669 (10.3) % (8.8) %

Third-party managed services cost of operations 27,811 28,239 32,178 (13.6) % (12.2) %

Third-party managed segment contribution (NOI) $ 8,689 $ 8,843 $ 8,491 2.3 % 4.1 %

2 unchanged sentences

GAAP operating results to calculate our operating results on a constant currency basis are the effect of changes in foreign currency exchange rates relative to the comparable prior period.

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On a constant currency basis, third-party managed revenues decreased $1.7 million, or 4.1%, as compared to the same period in the prior year due to factors further discussed below.

On a constant currency basis, third-party managed cost of operations decreased $4.3 million, or 11.8%, as compared to the same period in the prior year due to factors further discussed below.

On a constant currency basis, third-party managed segment contribution (NOI) increased $2.6 million, or 43.8% as compared to the same period in the prior year.

The improvement in margin is primarily due to customer pricing and operational improvements in Australia and certain North America locations.

Additionally, the third party managed segment costs are largely passed to the consumer, thus the decline in overall costs aligns with the decline in segment revenues.

Lastly, the Company ceased operations of a certain third party managed site during 2024 , however, the impact of this exit was not significant.

On a constant currency basis, Third-party managed services revenues decreased $3.6 million, or 8.8%, as compared to the prior year.

The decrease is due to the ceased operations of certain third-party managed sites, one of which ceased during the three months ended June 30, 2024 and another during the three months ended March

This was partially offset by an increase in revenues at a certain third-party managed site located in Australia.

On a constant currency basis, Third-party managed services cost of operations decreased $3.9 million, or 12.2%, as compared to the prior year due to the factors noted above.

Other Consolidated Operating Expenses

2 unchanged sentences

2025 2024 $ %

Other consolidated operating expenses

(In thousands)

Other consolidated operating expenses (In thousands)

Depreciation and amortization $ 367,362 $ 360,817 $ 6,545 1.8 %

1 unchanged sentence

Acquisition, cyber incident, and other, net $ 103,893 $ 77,169 $ 26,724 34.6 %

Impairment of indefinite and long-lived assets $ 33,126 $ 236,515 $ (203,389) (86.0) %

Gain from sale of real estate

$ (3,514) $ (2,254) $ (1,260) (55.9) %

Impairment of long-lived assets $ 47,099 $ 33,126 $ 13,973 42.2 %

Net loss (gain) from sale of real estate $ 44,324 $ (3,514) $ 47,838 n/r

n/r - not relevant

Depreciation and amortization .

Depreciation and amortization expense was $360.8 million for the year ended December 31, 2024, an increase of $7.1 million, or 2.0%, compared to $353.7 million for the year ended December 31, 2023.

This increase was primarily due to the impact of our recently completed expansion and development projects in our warehouse segment.

The increase in Depreciation and amortization was primarily due to the impact of our recently completed expansion and development projects.

Selling, general, and administrative .

Corporate-level selling, general, and administrative expenses were $255.1 million for the year ended December 31, 2024, an increase of $28.3 million, or 12.5%, compared to $226.8 million for the year ended December 31, 2023.

This increase was primarily driven by general increases in office administrative expenses, most notably data communications, information security related investments, and legal and professional fees, as well as the go live of Project Orion (Phase 1) during the second quarter of 2024, which resulted in higher software related expenses (primarily subscription and deferred costs amortization).

Also, certain costs associated with resources diverted to Cyber incident recovery efforts during the year ended December 31, 2023 resulted in lower selling, general, and administrative expenses compared to the current period.

For the years ended December 31, 2024 and 2023, selling, general, and administrative expenses were 9.6% and 8.5% of total revenues, respectively.

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The increase in Corporate-level selling, general, and administrative expenses was primarily driven by the go-live of Project Orion in North America and Asia Pacific, which resulted in higher software related expenses (primarily software license fees and deferred cost amortization).

For the years ended December 31, 2025 and 2024, selling, general, and administrative expenses, excluding incremental amortization associated with Project Orion, were 9.8% and 9.4% of total revenues, respectively.

Acquisition, cyber incident, and other, net .

Corporate-level Acquisition, cyber incident, and other, net expenses include the following:

Years Ended December 31,

Years Ended December 31, Change

Acquisition, cyber incident, and other, net (In thousands)

Orion - transformation related costs (non-capitalizable costs) (1)(2)

$ 30,773 $ 21,147 $ 9,626 45.5 %

Acquisition, cyber incident, and other, net

(In thousands)

Project Orion expenses $ 58,187 $ 13,929 $ 44,258 n/r

Severance costs 11,710 11,668 42 0.4 %

Acquisition and integration related costs 9,833 5,094 4,739 93.0 %

Closed site costs, excluding severance (2)

21,878 5,102 16,776 n/r

Other, net (2)

17,172 3,576 13,596 n/r

Orion - Oracle related costs (non-capitalizable costs) (1)(2)

12,292 37,040 (24,748) (66.8) %

Acquisition and integration related costs (2)

9,310 8,906 404 4.5 %

Severance costs (2)

7,659 6,608 1,051 15.9 %

Cyber incident related costs, net of insurance recoveries 4,809 (5,210) 10,019 n/r

Pension plan termination charges — 2,461 (2,461) n/r

Total acquisition, cyber incident, and other, net $ 77,169 $ 64,087 $ 13,082 20.4 %

Total acquisition, cyber incident, and other, net $ 103,893 $ 77,169 $ 26,724 n/r

(1) Beginning with the year ended December 31, 2025, the Company has presented Orion - transformation related costs (non-capitalizable costs) and Orion - Oracle related costs (non-capitalizable costs) separately within the table above.

Refer to Note 1 - Description of the Business for further details on the Project Orion categories.

(2) Certain prior period amounts have been reclassified to conform to the current period presentation.

n/r - not relevant

Refer to Note 8 - Acquisition, Cyber Incident, and Other, Net of the Consolidated Financial Statements for a further description of the expenses listed above.

Project Orion expenses represent the non-capitalizable portion of our Project Orion costs.

These costs have increased by $44.3 million during the year ended December 31, 2024, primarily due to increased contract labor, professional fees, and other non-capitalizable implementation costs as Phase 1 of the project went live during the year ended December 31, 2024.

Acquisition and integration related costs increased $4.7 million during the year ended December 31, 2024, primarily due to a $3.8 million earn out payment related to a prior acquisition.

Cyber incident related costs, net of insurance recoveries, decreased by $34.1 million during the year ended December 31, 2024, due to a $10.0 million payment received during 2024 for business interruption insurance and a significant reduction in expenses related to the 2023 Cyber incident.

Costs for the year ended December 31, 2023 were comprised primarily of incremental internal labor costs, claim reserves, and professional and legal fees related to the 2023 Cyber incident further described in Note 1 - Description of the Business of the Consolidated Financial Statements.

Pension plan termination charges represent costs incurred during the year ended December 31, 2023 related to the termination of the Americold Retirement Income Plan.

Refer to Note 1 - Description of the Business of the Consolidated Financial Statements for additional information.

Impairment of indefinite and long-lived assets.

For the year ended December 31, 2024, the Company recorded impairment charges related to certain long-lived assets and intangible assets of $33.1 million primarily due to the anticipated exit of certain warehouse and transportation related operations.

For the year ended December 31, 2023, the Company recorded goodwill impairment charges of $236.5 million in our European warehouse business as a result of our annual goodwill impairment evaluation process.

Gain from sale of real estate .

The sale of real estate during the year ended December 31, 2024 included a $3.5 million gain related to the strategic sale of a facility in the United States.

During the year ended December 31, 2023, the Company recorded a $2.3 million gain from the sale of a facility in Canada.

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Orion - transformation related costs (non-capitalizable costs) represents the non-capitalizable portion of all costs related to Project Orion transformation projects.

These costs have increased $9.6 million primarily due to increased contract labor and professional fees related to Project Orion transformation projects.

Closed site costs, excluding severance include expenses incurred to wind down operations at closed, idled, or sold facilities within our warehouse and transportation related operations.

Such costs include lease termination fees, fixed operating costs, asset retirement obligations, and other exit-related expenses, but exclude any reduction in workforce or other severance costs related to the exit of these operations as those expenses are included within Severance costs.

During the year ended December 31, 2025, these costs increased $16.8 million compared to the prior year, primarily driven by lease termination fees and other expenses with recently exited or idled operations and certain assets classified as held for sale.

Other, net for the year ended December 31, 2025 includes non-routine stock compensation expense associated with certain employee awards, non Project Orion related software implementation expenses and professional and consulting fees for strategic projects.

Other, net for the years ended December 31, 2024 includes non-routine stock compensation expense associated with certain employee awards, certain repair costs associated with natural weather disasters impacting our warehouses, and $0.8 million related to a litigation adjustment.

Orion - Oracle related costs (non-capitalizable costs) represents the non-capitalizable portion of all Oracle costs related to Project Orion.

These costs have decreased $24.7 million primarily due to decreased contract labor, professional fees, and other non-capitalizable costs related to the Oracle implementation.

Acquisition and integration related costs include costs associated with business acquisitions, whether consummated or not, such as advisory, legal, accounting, valuation and other professional or consulting fees.

During the year ended December 31, 2025, these costs increased $0.4 million compared to the prior year primarily driven by increased acquisition and integration related legal fees, partially offset by decreased professional fees.

Severance costs represent certain contractual and negotiated severance and separation costs from exited former executives (excluding charges in the normal course of retirement), reorganizations, reduction in headcount due to synergies achieved through acquisitions or operational efficiencies and reduction in workforce costs associated with exiting or selling non-strategic warehouses or businesses.

These costs increased $1.1 million primarily due to increased workforce reductions during the year ended December 31, 2025.

Cyber incident related costs, net of insurance recoveries represents incremental legal and other costs associated with cybersecurity incidents that occurred in November 2020 and April 2023, net of the receipt of business interruption insurance proceeds.

The $10.0 million increase was primarily driven by the favorable impact of a $10.0 million insurance payment received in 2024, which did not recur in 2025.

Impairment of long-lived assets.

For the year ended December 31, 2025, the Company recorded long-lived asset impairment charges of $47.1 million primarily due to the anticipated exit of certain warehouses.

For the year ended December 31, 2024, the Company recorded long-lived asset impairment charges of $33.1 million for the anticipated exit of certain warehouse and transportation related operations.

Net loss (gain) from sale of real estate .

The sale of real estate during the year ended December 31, 2025 included a $44.3 million loss related to the exit of certain leased facilities and the sale of real estate.

During the year ended December 31, 2024, the Company recorded a $3.5 million gain related to the strategic sale of a facility in the United States.

Other Income and Expense

The following table presents other income and expense for the years ended December 31, 2025 and 2024.

Years Ended December 31,

Years Ended December 31, Change

2025 2024 $ %

Other income (expense):

(In thousands)

Interest expense $ 147,776 $ 135,323 $ 12,453 9.2 %

Loss on debt extinguishment, modifications and termination of derivative instruments $ (116,082) $ (2,482) $ (113,600) n/r

Loss from investments in partially owned entities $ (3,702) $ (1,442) $ (2,260) n/r

Impairment of related party loan receivable $ — $ (21,972) $ 21,972 n/r

Loss on put option $ — $ (56,576) $ 56,576 n/r

Other, net $ 27,919 $ 2,795 $ 25,124 n/r

Loss from discontinued operations, net of tax $ — $ (10,453) $ 10,453 n/r

n/r-not relevant

Loss on debt extinguishment and termination of derivative instruments $ — $ 116,082 $ (116,082) (100.0) %

Loss from investments in partially owned entities $ 2,112 $ 3,702 $ (1,590) (42.9) %

Other, net $ 6,921 $ 27,919 $ (20,998) (75.2) %

Interest expense .

Interest expense was $135.3 million for the year ended December 31, 2024, a decrease of $4.8 million, or 3.4%, compared to $140.1 million for the year ended December 31, 2023.

This decrease was driven by lower average revolver balances, higher capitalized interest attributable to an increased level of growth and development initiatives, and the Company’s purchase of 11 previously leased facilities accounted for as failed sale-leaseback transactions resulting in lower interest expense during the period.

The decrease was partially offset by incremental interest on the $500.0 million Public Senior Unsecured Notes issued on September 12, 2024.

Loss on debt extinguishment, modifications and termination of derivative instruments.

The Company purchased 11 facilities accounted for as failed sale-leaseback transactions during the year ended December 31, 2024, resulting in a loss on debt extinguishment of $115.1 million.

Additionally, the Company recognized a loss of $1.0 million and $2.5 million on the termination of derivative instruments during the years ended December 31, 2024 and 2023, respectively, which represents the amortization of fees paid for the interest rate swaps terminated during 2020.

The amortization of these fees ended in August 2024.

The increase in Interest expense was primarily due to an overall increase in outstanding debt, most notably the issuance of our $500.0 million Public 5.409% Notes during September of 2024 and the issuance of our $400.0 million Public 5.600% Notes during April of 2025, partially offset by a decrease in interest on the U.S.

dollar denominated Revolver due to timing of draws outstanding, an increase in capitalized interest, and a decrease in interest on failed sale-leaseback facilities due to the purchase of eleven facilities previously accounted for as failed sale-leasebacks during the year ended December 31, 2024.

Loss on debt extinguishment and termination of derivative instruments.

The decrease in Loss on debt extinguishment and termination of derivative instruments was primarily due to the purchase of eleven facilities previously accounted for as failed sale-leasebacks, resulting in a loss on debt extinguishment of $115.1 million., which did not recur during the year ended December 31, 2025.

Loss from investments in partially owned entities .

We recorded a loss of $3.7 million and $1.4 million for the years ended December 31, 2024 and 2023, respectively, representing our ownership share of the net losses of our joint ventures, SuperFrio and RSA.

The increase in the loss reported is primarily due to a higher net loss from Superfrio for the year ended December 31, 2024 compared to the year ended December 31, 2023 due to lower occupancy rates and increased operating and interest expenses.

Impairment of related party loan receivable.

In 2022, the Company entered into a loan agreement with Comfrio, a former joint venture, in which Comfrio borrowed $25.0 million from Americold at a 10% annual fixed interest rate.

During the year ended December 31, 2023, the Company fully impaired the outstanding balance as the loan was deemed uncollectible.

Loss on put option.

Loss on put option was $56.6 million for the year ended December 31, 2023, which represents the loss we recognized when the exercise of the Comfrio put was deemed probable.

See Note 3 - Business Combinations, Asset Acquisitions and Discontinued Operations of the Consolidated Financial Statements for further details.

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Loss from investments in partially owned entities decreased due to the sale of the Company’s equity interest in the SuperFrio joint venture in April 2025.

The following table presents items included in Other, net for the years ended December 31, 2025 and 2024.

Years Ended December 31,

Years Ended December 31, Change

2025 2024 $ %

Other, net (In thousands)

Gain from removal of hedge designation $ 11,431 $ — $ 11,431 n/r

Prior acquisition settlement 8,391 — 8,391 n/r

Interest income 4,951 2,434 2,517 103.4 %

Other income $ 6,430 $ 3,240 $ 3,190 98.5 %

Loss from asset disposal (94) (3,960) 3,866 97.6 %

Proceeds from litigation settlement — 3,029 (3,029) n/r

Loss in non-service pension cost

— (891) 891 n/r

Total other, net

$ 27,919 $ 2,795 $ 25,124 n/r

Interest income 3,087 4,951 (1,864) (37.6) %

Gain from removal of hedge designation — 11,431 (11,431) (100) %

Prior acquisition settlement — 8,391 (8,391) (100) %

Loss from asset disposal (2,596) (94) (2,502) n/r

Total other, net $ 6,921 $ 27,919 $ (20,998) n/r

n/r - not relevant

Other, net was a benefit of $27.9 million for the year ended December 31, 2024, an increase of $25.1 million compared to $2.8 million for the year ended December 31, 2023.

This is primarily due to an $11.4 million gain related to the removal of hedge designation for the Company’s British pound revolver (of which $10.4 million was previously classified in “Accumulated other comprehensive loss”), in addition to an $8.4 million settlement related to a representations and warranty claim for a prior acquisition, both of which occurred during the year en ded December 31, 2024.

During the year ended December 31, 2023, the Company was awarded a $10.0 million settlement as a plaintiff related to an ongoing lawsuit with a vendor previously engaged to perform automation related services at one of its facilities, which included $3.0 million related to lost profits for prior periods through December 31, 2023, which was recognized in Other, net as proceeds from litigation settlement.

Loss from discontinued operations, net of tax.

Loss from discontinued operations, net of tax was $10.5 million for the year ended December 31, 2023, which represents amounts the Company recognized related to the Comfrio joint venture, which the Company acquired and subsequently sold in 2023.

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

The decrease in Other, net is primarily attributable to the $11.4 million gain related to the removal of hedge designation for the Company’s British pound revolver during the year ended December 31, 2024, the $8.4 million settlement related to a representations and warranty claim related to a prior acquisition recognized during the year ended December 31, 2024, and an increase in losses from other asset disposals offset by a $2.4 million gain from the sale of the SuperFrio joint venture recognized during the year ended December 31, 2025.

Income Tax Benefit

Income tax benefit from continuing operations for the year ended December 31, 2024 was $8.4 million, which represents an increase of $6.1 million, compared to an income tax benefit from continuing operations of $2.3 million for the year ended December 31, 2023.

The increased tax benefit primarily resulted from greater foreign losses generated from continuing operations during the year ended December 31, 2024.

We also recorded $5.5 million tax expense during the year ended December 31, 2024 for valuation allowances created in certain foreign jurisdictions, compared to a $3.8 million valuation allowance the during year ended December 31, 2023.

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Income tax benefit for the year ended December 31, 2025 was $20.5 million, which represents an increase of $12.1 million, compared to an income tax benefit from continuing operations of $8.4 million for the year ended December 31, 2024.

The increase in tax benefit was primarily driven by an Internal restructuring in 2025, which resulted in deductible temporary differences arising from that transaction of $24.2 million, that was partially offset by a decrease in foreign losses of $6.5 million generated from continuing operations during the year ended December 31, 2025.

We also recorded $8.1 million in tax expense during the year ended December 31, 2025, for valuation allowances created in certain US states and foreign jurisdictions, compared to $5.5 million in valuation allowances during the year ended December 31, 2024.

Other adjustments included a $3.0 million tax expense in 2025, attributable to equity awards and non-deductible items.

Non-GAAP Financial Measures

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NAREIT FFO, Core FFO, Adjusted FFO, NAREIT EBITDAre, Core EBITDA, and net debt to pro-forma Core EBITDA.

We calculate funds from operations, or FFO, in accordance with the standards established by the Board of Governors of the National Association of Real Estate Investment Trusts, or NAREIT.

We calculate NAREIT funds from operations, or NAREIT FFO, in accordance with the standards established by the Board of Governors of the National Association of Real Estate Investment Trusts, or NAREIT.

NAREIT defines FFO as net income or loss determined in accordance with U.S.

GAAP, excluding extraordinary items as defined under U.S.

GAAP and gains or losses from sales of previously depreciated operating real estate and other assets, plus specified non-cash items, such as real estate asset depreciation and amortization, impairment charge on real estate related assets, and our share of reconciling items for partially owned entities.

We believe that FFO is helpful to investors as a supplemental performance measure because it excludes the effect of real estate related depreciation, amortization and gains or losses from sales of real estate, all of which are based on historical costs, which implicitly assumes that the value of real estate diminishes predictably over time.

Since real estate values instead have historically risen or fallen with market conditions, FFO can facilitate comparisons of operating performance between periods and among other equity REITs.

We calculate core funds from operations, or Core FFO, as NAREIT FFO adjusted for the effects of Net (gain) loss on sale of non-real estate assets, Acquisition, cyber incident, and other, net, Impairment of indefinite and long-lived assets (excluding certain real estate assets), Loss on debt extinguishment, modifications and termination of derivative instruments, Foreign currency exchange (gain) loss, Gain on legal settlement related to prior period operations, Gain on extinguishment of New Market Tax Credit Structure, Loss on deconsolidation of Chile Joint JV, Project Orion deferred costs amortization, Our share of reconciling items related to partially owned entities, Loss from discontinued operations, net of tax, Impairment of related party loan receivable, Loss on put option, and Gain on sale of LATAM JV.

GAAP, excluding gains or losses from sales of previously depreciated operating real estate and other assets, plus specified non-cash items, such as real estate asset depreciation and amortization, impairment charges on real estate related assets, and our share of reconciling items for partially owned entities.

We believe that NAREIT FFO is helpful to investors as a supplemental performance measure because it excludes the effect of real estate related depreciation, amortization and gains or losses from sales of real estate or real estate related assets, all of which are based on historical costs, which implicitly assumes that the value of real estate diminishes predictably over time.

Since real estate values instead have historically risen or fallen with market conditions, NAREIT FFO can facilitate comparisons of operating performance between periods and among other equity REITs.

We calculate core funds from operations, or Core FFO, as NAREIT FFO adjusted for the effects of extraordinary items as defined under U.S.

GAAP including Net loss (gain) on sale of non-real estate related assets;

Acquisition, cyber incident, and other, net;

Impairment of indefinite and long-lived assets (excluding certain real estate assets);

Loss on debt extinguishment and termination of derivative instruments;

Foreign currency exchange loss (gain);

Gain on legal settlement related to prior period operations;

Project Orion and other software related deferred costs amortization;

Our share of reconciling items related to partially owned entities;

Loss from discontinued operations, net of tax;

Impairment of related party loan receivable;

Loss on put option;

and Gain from sale of partially owned entity.

We believe that Core FFO is helpful to investors as a supplemental performance measure because it excludes the effects of certain items which can create significant earnings volatility, but which do not directly relate to our core business operations.

We believe Core FFO can facilitate comparisons of operating performance between periods, while also providing a more meaningful predictor of future earnings potential.

However, because NAREIT FFO and Core FFO add back real estate depreciation and amortization and do not capture the level of maintenance capital expenditures necessary to maintain the operating performance of our properties, both of which have material economic impacts on our results from operations, we believe the usefulness of NAREIT FFO and Core FFO as a measure of our performance may be limited.

We calculate adjusted funds from operations, or Adjusted FFO, as Core FFO adjusted for the effects of Amortization of deferred financing costs and pension withdrawal liability, Amortization of below/above market leases, Non-real estate asset impairment, Straight-line rent adjustment, Deferred income tax benefit, Stock-based compensation expense, Non-real estate depreciation and amortization, Maintenance capital expenditures, and Our share of reconciling items related to partially owned entities.

However, because NAREIT FFO and Core FFO add back real estate depreciation and amortization and do not capture the level of maintenance capital expenditures necessary to maintain the operating performance of our properties, both of which have material economic impacts on our results from operations, we believe the utility of NAREIT FFO and Core FFO measures of our performance may be limited.

We calculate adjusted funds from operations, or Adjusted FFO, as Core FFO adjusted for the effects of Amortization of deferred financing costs and pension withdrawal liability;

Amortization of below/above market leases;

Straight-line rent adjustment;

Deferred income tax benefit;

Stock-based compensation expense;

Non-real estate depreciation and amortization;

Maintenance capital expenditures;

and Our share of reconciling items related to partially owned entities.

We believe that Adjusted FFO is helpful to investors as a meaningful supplemental comparative performance measure of our ability to make incremental capital investments in our business and to assess our ability to fund distribution requirements from our operating activities.

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FFO, Core FFO and Adjusted FFO are used by management, investors and industry analysts as supplemental measures of operating performance of equity REITs.

FFO, Core FFO and Adjusted FFO should be evaluated along with U.S.

GAAP net income and net income per diluted share (the most directly comparable U.S.

NAREIT FFO, Core FFO and Adjusted FFO are used by management, investors and industry analysts as supplemental measures of operating performance of equity REITs.

NAREIT FFO, Core FFO and Adjusted FFO should be evaluated along with U.S.

GAAP Net loss and Net loss per common share - diluted (the most directly comparable U.S.

GAAP measures) in evaluating our operating performance.

FFO, Core FFO and Adjusted FFO do not represent net income or cash flows from operating activities in accordance with U.S.

GAAP and are not indicative of our results of operations or cash flows from operating activities as disclosed in our Consolidated Statements of Operations included elsewhere in this Annual Report on Form 10-K.

FFO, Core FFO and Adjusted FFO should be considered as supplements, but not alternatives, to our net income or cash flows from operating activities as indicators of our operating performance.

NAREIT FFO, Core FFO and Adjusted FFO do not represent net income or cash flows from operating activities in accordance with U.S.

GAAP and are not indicative of our results of operations or cash flows from operating activities as disclosed in our Consolidated Statements of Operations and Consolidated Statements of Cash Flows included elsewhere in this Annual Report on Form 10-K.

NAREIT FFO, Core FFO and Adjusted FFO should be considered as supplements, but not alternatives, to our Net loss or Net cash provided by operating activities as indicators of our operating performance.

Moreover, other REITs may not calculate FFO in accordance with the NAREIT definition or may interpret the NAREIT definition differently than we do.

Accordingly, our FFO may not be comparable to FFO as calculated by other REITs.

Accordingly, our NAREIT FFO may not be comparable to FFO as calculated by other REITs.

In addition, there is no industry definition of Core FFO or Adjusted FFO and, as a result, other REITs may also calculate Core FFO or Adjusted FFO, or other similarly-captioned metrics, in a manner different than we do.

The table below reconciles FFO, Core FFO and Adjusted FFO to Net loss, which is the most directly comparable financial measure calculated in accordance with U.S.

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We reconcile NAREIT FFO, Core FFO and Adjusted FFO to Net loss, which is the most directly comparable financial measure calculated in accordance with U.S.

Reconciliation of Net Loss to NAREIT FFO, Core FFO, and Adjusted FFO

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2025 2024 2023

Net loss $ (94,749) $ (336,269) $ (19,474)

$ (115,282) $ (94,749) $ (336,269)

Real estate related depreciation 228,424 225,388 222,837

Net (gain) loss from sale of real estate (3,514) (2,254) 5,689

Net loss (gain) from sale of real estate 44,324 (3,514) (2,254)

Net loss on real estate related asset disposals 102 330 235

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$ 204,074 $ 149,584 $ (113,746)

Net (gain) loss on sale of non-real estate assets (236) 3,725 2,421

Net loss (gain) on sale of non-real estate related assets 2,494 (236) 3,725

Acquisition, cyber incident, and other, net 103,893 77,169 64,087

Impairment of indefinite and long-lived assets (excluding certain real estate assets) 1,487 12,141 236,515

Loss on debt extinguishment, modifications and termination of derivative instruments 116,082 2,482 3,217

Foreign currency exchange (gain) loss (8,833) 431 975

Loss on debt extinguishment and termination of derivative instruments — 116,082 2,482

Foreign currency exchange loss (gain) 1,408 (8,833) 431

Gain on legal settlement related to prior period operations — (6,104) (2,180)

Gain on extinguishment of New Market Tax Credit Structure — — (3,410)

Loss on deconsolidation of Chile Joint JV — — 4,148

Project Orion deferred costs amortization 4,182 — —

Project Orion and other software related deferred costs amortization 16,596 4,182 —

Our share of reconciling items related to partially owned entities 145 805 64

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Loss on put option — — 56,576

Gain on sale of LATAM JV — (304) —

Gain from sale of partially owned entity (2,420) — (304)

Core FFO applicable to common stockholders (4)

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Amortization of below/above market leases 1,441 1,445 1,506

Non-real estate asset impairment — — 764

Straight-line rent adjustment 288 1,612 1,011

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$ 408,274 $ 420,389 $ 351,625

(1) Stock-based compensation expense excludes the stock compensation expense associated with employee awards granted in conjunction

with Project Orion, which are recognized within Acquisition, cyber incident, and other, net.

(1) Net loss used in the calculation of the Adjusted FFO reconciliation represents Net loss before adjustment for Net loss attributable to noncontrolling interests.

(2) Stock-based compensation expense excludes any non-routine stock compensation expense associated with certain employee awards, which are recognized within Acquisition, cyber incident, and other, net.

(3) Maintenance capital expenditures include capital expenditures made to extend the life of, and provide future economic benefit from, our existing temperature-controlled warehouse network and its existing supporting personal property and information technology.

(3) During the year ended December 31, 2023, management excluded certain losses from discontinued operations from Core FFO

applicable to common stockholders, and Adjusted FFO applicable to common stockholders and included certain losses from discontinued operations for NAREIT FFO.

(4) During the year ended December 31, 2023, management excluded certain losses from discontinued operations from Core FFO applicable to common stockholders, and Adjusted FFO applicable to common stockholders and included certain losses from discontinued operations for NAREIT FFO.

For purposes of comparability using this same approach, the following adjusted historical results are recast as follows:

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Recast for Years Ended December 31,

Recast for the Year Ended December 31, 2023

(In thousands)

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Adjusted FFO applicable to common stockholders $ 353,242

We calculate NAREIT EBITDA for Real Estate, or EBITDAre, in accordance with the standards established by the Board of Governors of NAREIT, defined as, Net loss before Depreciation and amortization, Interest expense, Income tax benefit, Net (gain) loss from sale of real estate, and Adjustment to reflect share of EBITDAre of partially owned entities.

EBITDAre is a measure commonly used in our industry, and we present EBITDAre to enhance investor understanding of our operating performance.

We believe that EBITDAre provides investors and analysts with a measure of operating results unaffected by differences in capital structures, capital investment cycles and useful life of related assets among otherwise comparable companies.

We also calculate our Core EBITDA as EBITDAre further adjusted for Acquisition, cyber incident, and other, net, Loss from investments in partially owned entities, Impairment of indefinite and long-lived assets, Foreign currency exchange (gain) loss, Stock-based compensation expense, Loss on debt extinguishment, modifications and termination of derivative instruments, Loss on other asset disposals, Gain on extinguishment of New Market Tax Credit Structure, Loss on deconsolidation of Chile Joint JV, Gain on legal settlement related to prior period operations, Project Orion deferred costs amortization, Reduction in EBITDAre from partially owned entities, Gain on sale of LATAM JV, Loss from discontinued operations, net of tax, Impairment of related party loan receivable, and Loss on put option.

We believe that the presentation of Core EBITDA provides a measurement of our operations that is meaningful to investors because it excludes the effects of certain items that are otherwise included in EBITDAre but which we do not believe are indicative of our core business operations.

EBITDAre and Core EBITDA are not measurements of financial performance under U.S.

GAAP, and our EBITDAre and Core EBITDA may not be comparable to similarly titled measures of other companies.

You should not consider our EBITDAre and Core EBITDA as alternatives to net income/loss or cash flows from operating activities determined in accordance with U.S.

Our calculations of EBITDAre and Core EBITDA have limitations as analytical tools, including:

We calculate NAREIT EBITDA for Real Estate, or NAREIT EBITDAre, in accordance with the standards established by the Board of Governors of NAREIT, defined as, Net loss before Depreciation and amortization;

Interest expense;

Income tax benefit;

Net loss (gain) from sale of real estate;

and Adjustment to reflect share of EBITDAre of partially owned entities.

NAREIT EBITDAre is a measure commonly used in our industry, and we present NAREIT EBITDAre to enhance investor understanding of our operating performance.

We believe that NAREIT EBITDAre provides investors and analysts with a measure of operating results unaffected by differences in capital structures, capital investment cycles and useful life of related assets among otherwise comparable companies.

We also calculate our Core EBITDA as NAREIT EBITDAre further adjusted for Acquisition, cyber incident, and other, net;

Loss from investments in partially owned entities;

Impairment of indefinite and long-lived assets;

Foreign currency exchange loss (gain);

Stock-based compensation expense;

Loss on debt extinguishment and termination of derivative instruments;

Net loss on real estate related asset disposals;

Net loss (gain) on sale of non-real estate related assets;

Gain on legal settlement related to prior period operations;

Project Orion and other software related deferred costs amortization;

Reduction in EBITDAre from partially owned entities;

Gain from sale of partially owned entity;

Loss from discontinued operations, net of tax;

Impairment of related party loan receivable;

and Loss on put option.

We believe that the presentation of Core EBITDA provides a measurement of our operations that is meaningful to investors because it excludes the effects of certain items that are otherwise included in NAREIT EBITDAre but which we do not believe are indicative of our core business operations.

NAREIT EBITDAre and Core EBITDA are not measurements of financial performance or liquidity under U.S.

GAAP, and our NAREIT EBITDAre and Core EBITDA may not be comparable to similarly titled measures of other companies.

You should not consider our NAREIT EBITDAre and Core EBITDA as alternatives to Net loss or Net cash provided by operating activities determined in accordance with U.S.

Our calculations of NAREIT EBITDAre and Core EBITDA have limitations as analytical tools, including:

• these measures do not reflect our historical or future cash requirements for maintenance capital expenditures or growth and expansion capital expenditures;

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• these measures do not reflect our tax expense or the cash requirements to pay our taxes;

• although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and these measures do not reflect any cash requirements for such replacements.

We use EBITDAre and Core EBITDA as measures of our operating performance and not as measures of liquidity.

The table below reconciles NAREIT EBITDAre and Core EBITDA to Net loss, which is the most directly comparable financial measure calculated in accordance with U.S.

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• although depreciation and amortization are non-cash charges, the assets being depreciated will often have to be replaced in the future and these measures do not reflect any cash requirements for such replacements.

Reconciliation of Net Loss to NAREIT EBITDAre and Core EBITDA

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2025 2024 2023

Net loss $ (94,749) $ (336,269) $ (19,474)

$ (115,282) $ (94,749) $ (336,269)

Depreciation and amortization 367,362 360,817 353,743

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Income tax benefit (20,451) (8,428) (2,273)

Net (gain) loss from sale of real estate (3,514) (2,254) 5,689

Net loss (gain) from sale of real estate 44,324 (3,514) (2,254)

Adjustment to reflect share of EBITDAre of partially owned entities 3,273 5,909 8,996

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Impairment of indefinite and long-lived assets 47,099 33,126 236,515

Foreign currency exchange (gain) loss (8,833) 431 975

Foreign currency exchange loss (gain) 1,408 (8,833) 431

Stock-based compensation expense (2)

22,922 25,274 23,592

Loss on debt extinguishment, modifications and termination of derivative instruments 116,082 2,482 3,217

Loss on other asset disposals 94 3,960 3,556

Gain on extinguishment of New Market Tax Credit Structure — — (3,410)

Loss on deconsolidation of Chile Joint JV — — 4,148

Loss on debt extinguishment and termination of derivative instruments — 116,082 2,482

Net loss on real estate related asset disposals 102 330 235

Net loss (gain) on sale of non-real estate related assets 2,494 (236) 3,725

Gain on legal settlement related to prior period operations — (6,104) (2,180)

Project Orion deferred costs amortization 4,182 — —

Project Orion and other software related deferred costs amortization 16,596 4,182 —

Reduction in EBITDAre from partially owned entities (3,273) (5,909) (8,996)

Gain on sale of LATAM JV — (304) —

Gain from sale of partially owned entity (2,420) — (304)

Loss from discontinued operations, net of tax — — 8,072

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Core EBITDA $ 617,935 $ 634,141 $ 572,080

(1) Stock-based compensation expense excludes the stock compensation expense associated with employee awards granted in conjunction

with Project Orion, which are recognized within Acquisition, cyber incident, and other, net.

(1) Net loss used in the calculation of the Core EBITDA reconciliation represents Net loss before adjustment for Net loss attributable to noncontrolling interests.

(3) During the year ended December 31, 2023, management included certain losses from discontinued operations in NAREIT EBITDAre.

For purposes of comparability using this same approach, the following adjusted historical results recasted are as follows:

Recasted Years Ended December 31,

For purposes of comparability using this same approach, the following adjusted historical results recast are as follows:

Recast for the Year Ended December 31, 2023

(In thousands)

NAREIT EBITDAre $160,616

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Net Debt to Core EBITDA Computation

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Borrowings under revolving line of credit $ 332,111 $ 255,052

Senior unsecured notes and term loan – net of deferred financing costs of $13,882 and $10,578 in the aggregate, at December 31, 2024 and 2023, respectively

Senior unsecured notes and term loans - net of deferred financing costs of $16,001 and $13,882 at December 31, 2025 and 2024, respectively

3,792,123 3,031,462

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Deferred financing costs (1)

16,001 13,882

Gross debt 4,334,849 3,475,181

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Core EBITDA $ 617,935 $ 634,141

Adjustments (1)

Pro forma adjustments (2)

Pro forma Core EBITDA $ 619,576 $ 634,141

Net debt to Pro Forma Core EBITDA (3)

(1) As of December 31, 2023, amount includes nine months of Core EBITDA from the Safeway acquisition prior to Americold’s ownership as well as the facility lease expense for sites that the Company previously incurred operating lease expense for but was subsequently purchased.

(1) Excludes unamortized deferred financing costs for the Senior Unsecured Revolving Credit Facility, which are recognized within Other assets.

(2) As of December 31, 2025, pro forma adjustments consist of (1) inclusion of Core EBITDA from the Houston acquisition for the period from January 1, 2025 to Americold’s acquisition date and (2) exclusion of Core EBITDA for the last twelve months for the sites divested during the twelve months ended December 31, 2025.

(3) Net debt to pro-forma Core EBITDA represents (i) our gross debt (defined as total debt plus discount and deferred financing costs) less cash, cash equivalents and restricted cash divided by (ii) pro-forma and/or Core EBITDA.

If applicable, we calculate pro-forma Core EBITDA as Core EBITDA further adjusted for acquisitions.

The pro-forma adjustment for acquisitions reflects the Core EBITDA for the period of time prior to acquisition.

If applicable, we calculate pro-forma Core EBITDA as Core EBITDA further adjusted items described in footnote 2 above.

Our management believes that this ratio is useful because it provides investors with information regarding gross debt less cash, cash equivalents and restricted cash, which could be used to repay debt, compared to our performance as measured using Core EBITDA.

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Liquidity and Capital Resources

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• other forms of debt financings and equity offerings, including capital raises through joint ventures.

We expect that our funding sources as noted above are adequate and will continue to be adequate to meet our short-term liquidity requirements and capital commitments.

We expect that our funding sources as noted above are adequate and will continue to be adequate to meet our short and long-term liquidity requirements and capital commitments.

These liquidity requirements and capital commitments include:

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Universal Shelf Registration Statement

On March 17, 2023, the Company and the Operating Partnership filed with the SEC an automatic shelf registration statement on Form S-3 (Registration No.

333-270664 and 333-270664-01) (as amended from time to time, the “Registration Statement”), registering an indeterminate amount of (i) the Company’s common stock, $0.01 par value per share, (ii) the Company’s preferred stock, $0.01 par value per share, (iii) depositary shares representing entitlement to all rights and preferences of fractions of the Company’s preferred shares of a specified series and represented by depositary receipts, (iv) warrants to purchase the Company’s common stock or preferred stock or depositary shares and (v) debt securities of the Operating Partnership, which may be fully and unconditionally guaranteed by the Company and certain subsidiaries.

On March 17, 2023, the Company and Americold Realty Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”) filed with the SEC an automatic shelf registration statement on Form S-3 (Registration Nos.

The Registration Statement was amended on September 3, 2024 to add certain direct and indirect subsidiaries of the Company as co-registrants to the Registration Statement, since each such co-registrant may be a guarantor of some or all of the debt securities of the Operating Partnership with respect to which offers and sales are registered under the Registration Statement.

At the Market (ATM) Equity Program

On March 17, 2023, the Company entered into an equity distribution agreement pursuant to which we could sell, from time to time, up to an aggregate sales price of $900.0 million of our common stock through an ATM Equity Program (the “Prior ATM Equity Program”).

Sales of our common stock made pursuant to the Prior ATM Equity Program could be made in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act, including sales made directly on the NYSE, or sales made to or through a market maker other than on an exchange, or as otherwise agreed between the applicable Agent and the Company.

Sales could also be made on a forward basis pursuant to separate forward sale agreements.

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In August 2023, we sold 13,244,905 common shares under the Prior ATM Equity Program for net proceeds of $412.6 million.

The net proceeds from sales of our common stock pursuant to the Prior ATM Equity Program were used to repay a portion of our revolver borrowings.

On November 9, 2023, we entered into an equity distribution agreement that was substantially identical to and replaced the prior equity distribution agreement, pursuant to which we may sell, from time to time, up to an additional $900.0 million of our common shares through our ATM Equity Program (the “Current ATM Equity Program”).

During the year ended December 31, 2024, we did not sell any shares of our common stock under the Current ATM Equity Program.

Public Senior Unsecured Notes

On September 12, 2024, we completed an underwritten public offering of $500.0 million aggregate principal amount of the Company’s 5.409% notes (the “Public Senior Unsecured Notes”) due September 12, 2034.

The Public Senior Unsecured Notes were offered pursuant to the Registration Statement further described in Note 1 - Description of the Business to these Consolidated Financial Statements.

The Public Senior Unsecured Notes are fully and unconditionally guaranteed, jointly and severally, by each of the Company, Americold Realty Operations, Inc., a wholly-owned subsidiary of the Company and a limited partner of the Operating Partnership, and certain subsidiaries of the Operating Partnership.

The Public Senior Unsecured Notes bear interest at a rate of 5.409% per year, and interest is payable on March 12 and September 12 of each year, with the first payment occurring March 12, 2025.

The proceeds from the issuance of the Public Senior Unsecured Notes were used to repay a portion of borrowings previously outstanding.

In connection with the issuance of the Public Senior Unsecured Notes, we incurred approximately $6.1 million of debt issuance costs.

The unamortized balance of these costs are included in “Senior unsecured notes and term loans - net of deferred financing costs” on the accompanying Consolidated Balance Sheets and totaled $6.0 million as of December 31, 2024.

These costs are amortized through the maturity date as interest expense under the effective interest method.

The indenture governing the Public Senior Unsecured Notes and guarantees (which includes the base indenture, dated September 12, 2024, as supplemented by the first supplemental indenture, dated September 12, 2024, and which are together referred to herein as the "indenture") includes an optional redemption provision.

Prior to June 12, 2034, the Public Senior Unsecured Notes may be redeemed at our option, in whole or in part, at a redemption price equal to the greater of (i) 100% of the principal amount of the Public Senior Unsecured Notes being redeemed, or (ii) a make-whole premium calculated in accordance with the indenture.

On or after June 12, 2034, the Public Senior Unsecured Notes may be redeemed at our option, in whole or in part, at a redemption price equal to 100% of the principal amount of the Public Senior Unsecured Notes to be redeemed.

In both cases, the prepayment amount must also include any unpaid interest accrued thereon to, but excluding, the redemption date.

Summarized financial information of the aforementioned guarantors associated with the Public Senior Unsecured Notes is included within the S upplemental Guarantor Financial Information section of this Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K.

Public Debt Offerings

On September 12, 2024, we completed an underwritten public offering of $500.0 million aggregate principal amount of the Operating Partnership’s 5.409% senior unsecured notes (the “Public 5.409% Notes”) due September 12, 2034.

The Public 5.409% Notes bear interest at a rate of 5.409% per year, and interest is payable semi-annually on March 12 and September 12 of each year.

The proceeds from the issuance of the Public 5.409% Notes were used to repay a portion of borrowings previously outstanding.

On April 3, 2025, we completed an underwritten public offering of $400.0 million aggregate principal amount of the Operating Partnership’s 5.600% senior unsecured notes (the “Public 5.600% Notes”) due May 15, 2032.

The Public 5.600% Notes bear interest at a rate of 5.600% per year, and interest is payable semi-annually on May 15 and November 15 of each year.

The proceeds from the issuance of the Public 5.600% Notes were used to repay a portion of borrowings previously outstanding.

The Public 5.600% and 5.409% Notes are fully and unconditionally guaranteed, jointly and severally, by each of the Company, Americold Realty Operations and certain subsidiaries of the Operating Partnership.

Summarized financial information of these guarantors associated are included within the Supplemental Guarantor Financial Information section of this Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations of this Annual Report on Form 10-K.

Additionally for further information related to these public debt offerings, such as pre-payment terms, and deferred financing fees, refer to Note 9 - Debt to our Consolidated Financial Statements included in this Annual Report on Form 10-K.

2025 Term Loan

On December 19, 2025, the Company entered into the Second Amendment to the Credit Agreement (the “Second Amendment”) which provided for the $250 million USD 2025 Delayed Draw Term Facility (the “2025 Term Loan”) with a maturity date of June 2026.

The terms of the Second Amendment include an option for one six-month extension past the original contractual maturity date.

The 2025 Term Loan bears interest at a rate of SOFR + 0.95% and interest is payable monthly with the first payment occurring on January 30, 2026.

The 2025 Term Loan was fully drawn on December 29, 2025, with $150.0 million of the proceeds used to repay our U.S.

dollar revolver and $100.0 million of the proceeds retained in “Cash, cash equivalents, and restricted cash” as of December 31, 2025.

The amount retained in “Cash, cash equivalents, and restricted cash” was then used towards the repayment of the Private Series A Notes on January 8, 2026.

Security Interests in Customers’ Products

By operation of law and in accordance with our customer contracts (other than leases), we typically receive warehouseman’s liens on products held in our warehouses to secure customer payments.

Such liens permit us to take control of the products and sell them to third parties in order to recover any monies receivable on a

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delinquent account, but such products may be perishable or otherwise not available to us for re-sale.

Such liens permit us to take control of the products and sell them to third parties in order to recover any monies receivable on a delinquent account, but such products may be perishable or otherwise not available to us for re-sale.

Historically, in instances where we have warehouseman’s liens and our customer sought bankruptcy protection, we have been successful in receiving “critical vendor” status, which has allowed us to fully collect on our accounts receivable during the pendency of the bankruptcy proceeding.

Our bad debt expense was $5.1 million and $7.6 million primarily recognized within Rent, storage, and warehouse services cost of operations in the Consolidated Statements of Operations for the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2024 and 2023, we maintained bad debt allowances of approximately $24.4 million and $21.6 million, respectively, which we believe to be adequate.

The increase in bad debt expense is driven primarily by a slight increase in the aged accounts receivable.

As of December 31, 2025 and 2024, we maintained bad debt

allowances of approximately $16.4 million and $24.4 million, respectively, which we believe to be adequate.

The decrease in the allowance is aligned with the decrease in accounts receivable as of December 31, 2025.

Dividends and Distributions

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In addition, we may be required to use borrowings under our revolving credit facility, if necessary, to meet REIT distribution requirements and maintain our REIT status.

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On December 16, 2025, the Company’s Board of Directors declared a 5% increase in the dividend, as compared to the prior year, to $0.23 per share for the fourth quarter of 2025, which was paid on January 15, 2026 to common stockholders of record as of December 31, 2025.

For the years ended December 31, 2025 and 2024, total cash outflows for dividends and distributions were $261.4 million and $252.1 million, respectively.

For further information regarding dividends and distributions, refer to Note 2 - Summary of Significant Accounting Policies to our Consolidated Financial Statements included in this Annual Report on Form 10-K.

Outstanding Indebtedness

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(In thousands)

Fixed interest rate (1)

Fixed interest rate borrowings (1)

Variable interest rate - unhedged 582,111

Senior unsecured notes, term loans and borrowings under revolving line of credit 3,300,396

Total senior unsecured notes, term loans and borrowings under revolving credit facility 4,140,235

Sale-leaseback financing obligations 42,352

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Percent of total debt and debt-like obligations:

Fixed interest rate (1)

Fixed interest rate (inclusive of sale-leaseback and financing lease obligations) (1)

Variable interest rate - unhedged 13.4 %

Effective interest rate as of December 31, 2024 (2)

(1) The total includes borrowings with a variable interest rate that have been effectively hedged through interest rate swaps.

(2) The effective interest rate presented includes the amortization of deferred financing costs and is based on the hedged rate for the $375.0 million TLA Tranche A-1, the C$250.0 million TLA Tranche A-2, and the $270.0 million TLA Tranche A-3.

Weighted effective interest rate as of December 31, 2025 (2)

(1) The total includes certain borrowings with variable interest rates that have been effectively hedged through interest rate swaps.

(2) The effective interest rate presented includes the amortization of deferred financing costs and is based on the hedged rates for the $375.0 million Senior Unsecured Term Loan A Facility Tranche A-1, the C$250.0 million Senior Unsecured Term Loan A Facility Tranche A-2, and the $270.0 million Senior Unsecured Term Loan A Facility Tranche A-3.

All other debt instruments are based on contractual rates.

This rate excludes contractual rates associated with the sale leaseback and financing obligation debt like instruments shown in the table above.

The variable rate debt shown above bears interest at interest rates based on various SOFR, CORRA, BBSW, EURIBOR and BKBM rates, depending on the respective agreement governing the debt, including our global revolving credit facilities.

As of December 31, 2024, our debt had a weighted average term to maturity of approximately 5.1 years, assuming exercise of extension options.

During the second quarter of 2024, the Company determined that its previous designation of £78.0 million of debt and accrued interest as a hedge of its net investment in the United Kingdom-based subsidiary did not qualify for hedge accounting, and the cumulative foreign exchange gain associated with this transaction of $10.4 million, previously classified within “Accumulated other comprehensive loss” on the Consolidated Balance Sheets, was recorded as a Gain from removal of hedge designation within “Other, net” on the Consolidated Statements of Operations for the year ended December 31, 2024.

The Company has determined that the impacts of this adjustment are immaterial to the current and prior period interim and annual financial statements and disclosures.

Furthermore, the Company fully paid off the balance of this revolving debt during the year ended December 31, 2024.

For further information regarding outstanding indebtedness, refer to Note 9 - Debt , Note 10 - Derivative Financial Instruments and Note 18 - Accumulated Other Comprehensive Loss to our Consolidated Financial Statements included in this 2024 Annual Report on Form 10-K.

As of December 31, 2025, our debt, excluding Sale-leaseback financing obligations and Financing lease obligations, had a weighted average term to maturity of approximately 4.1 years, assuming exercise of extension options.

For further information regarding outstanding indebtedness, refer to Note 9 - Debt , and Note 10 - Derivative Financial Instruments to our Consolidated Financial Statements included in this Annual Report on Form 10-K.

Credit Ratings

Our capital structure and financial practices have earned us investment grade credit ratings from three nationally recognized credit rating agencies as follows:

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• BBB with a (Stable Outlook) from Fitch

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These credit ratings are important to our ability to issue debt at favorable rates of interest, among other terms.

Refer to our risk factor “ Adverse changes in our credit ratings could negatively impact our financing activity” herein this 2024 Annual Report on Form 10-K for further details regarding the potential impacts from changes in our credit ratings.

Maintenance Capital Expenditures and Repair and Maintenance Expenses

We utilize a strategic and preventative approach to maintenance capital expenditures and repair and maintenance expenses to maintain the high quality and operational efficiency of our warehouses and ensure that our warehouses meet the “mission-critical” role they serve in the cold chain.

Capital Expenditures

We utilize a strategic approach to capital expenditures to maintain the high quality and operational efficiency of our warehouses and equipment and ensure that our assets meet the “mission-critical” role they serve in the cold chain.

The Company assesses its capital expenditure requirements regularly to support its operational infrastructure, drive strategic growth, and enhance long-term shareholder value.

Maintenance Capital Expenditures

Maintenance capital expenditures are capitalized investments made to extend the life of, and provide future economic benefit from, our existing temperature-controlled warehouse network and its existing supporting personal property and information technology systems.

Examples of maintenance capital expenditures related to our existing temperature-controlled warehouse network include roof and refrigeration equipment replacement and upgrading our racking systems.

Examples of maintenance capital expenditures related to personal property include expenditures on material handling equipment (e.g., fork lifts and pallet jacks) and related batteries.

Examples of maintenance capital expenditures related to information technology include expenditures on existing servers, networking equipment and current software.

Maintenance capital expenditures do not include acquisition costs contemplated when underwriting the purchase of a building or costs which are incurred to bring a building up to Americold’s operating standards.

The following table sets forth our maintenance capital expenditures for the years ended December 31, 2024 and 2023:

Maintenance capital expenditures are capitalized funds used to uphold and extend the useful life of assets, resulting in future economic benefits.

These expenditures relate to routine and recurring maintenance that are essential to sustain current operations.

This includes the cost to purchase and install, repair, or construct assets when it results in a useful life longer than one year and the cost per asset is over a de minimis threshold.

Examples of maintenance capital expenditures include roof repairs, refrigeration equipment refurbishment, racking system repairs, expenditures on material handling equipment and maintenance on existing servers.

External Growth Capital Expenditures

External growth capital expenditures refer to investments to expand our operations and enhance market position through mergers and acquisitions.

External growth strategies rely on leveraging external assets and synergies to drive value creation and achieve strategic objectives.

The Company completed the Houston acquisition on March 17, 2025 for total cash consideration of $108.4 million.

The strategic benefits of the acquisition include the ability to accommodate a significant high-turn retail fixed committed customer.

Expansion, Development, and Integration Capital Expenditures

Expansion, development, and integration capital expenditures refer to investments to enhance our existing operations and increase storage capacity.

Examples of capital expenditures associated with expansion and development are warehouse expansions and greenfield developments.

Such capital expenditures also include integrating operational systems, rebranding, and upgrading infrastructure to our standards associated with recent mergers and acquisitions.

Organic Growth Capital Expenditures

Organic growth capital expenditures refer to investments with a focus on internal development through existing resources and capabilities.

Organic growth strategies focus on utilizing internal resources and synergies to meet strategic goals.

Examples of capital expenditures associated with organic growth are pallet position expansion and expansion of drop lots.

Technological Upgrades and Enhancements

Technological upgrades and enhancements refer to investments aimed at improving our technological infrastructure, investments in hardware, software, and systems that automate processes, enhance data analytics, and improve cyber security.

In addition, this category includes sustainability initiatives and other asset modernization projects such as installation of LED lighting and solar panels.

The following table sets forth our total capital expenditures for the years ended December 31, 2025 and 2024.

Years Ended December 31,

(In thousands)

Real estate $ 73,224 $ 70,772

Personal property 3,938 3,124

Information technology 3,789 4,515

Maintenance capital expenditures

2025 2024 (1)

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Repair and Maintenance Expenses

We incur repair and maintenance expenses that include costs of normal maintenance and repairs and minor replacements that do not materially extend the life of the property or provide future economic benefits.

Repair and maintenance expenses consist of expenses related to our existing temperature-controlled warehouse network and its existing supporting personal property and are reflected as operating expenses on the Consolidated Statements of Operations.

Examples of repair and maintenance expenses related to our warehouse portfolio include ordinary repair and maintenance on roofs, racking, walls, doors, parking lots and refrigeration equipment.

Examples of repair and maintenance expenses related to personal property include ordinary repair and maintenance expenses on material handling equipment (e.g., fork lifts and pallet jacks) and related batteries.

The following table sets forth our repair and maintenance expenses for the years ended December 31, 2024 and 2023:

Years Ended December 31,

(In thousands)

Real estate $ 46,371 $ 56,210

Personal property 81,382 62,485

Repair and maintenance expenses $ 127,753 $ 118,695

External Growth, Expansion and Development Capital Expenditures

External growth expenditures represent asset acquisitions or business combinations.

Expansion and development capital expenditures are investments made to support both our customers and our warehouse expansion and development initiatives.

It also includes investments in enhancing our information technology platform.

Examples of capital expenditures associated with expansion and development initiatives include funding of construction costs, increases to warehouse capacity and pallet positions, acquisitions of reusable incremental material handling equipment, and implementing energy efficiency projects, such as thermal energy storage, LED lighting, motion-sensor technology, variable frequency drives for our fans and compressors, rapid-close doors and alternative-power generation technologies.

Examples of capital expenditures to enhance our information technology platform include the delivery of new systems and software and customer interface functionality.

Acquisitions & Dispositions

During the year ended December 31, 2023, we completed the acquisitions of Safeway, Ormeau, and Comfrio (subsequently disposed during 2023).

Refer to Note 3 - Business Combinations, Asset Acquisitions and Discontinued Operations of the Consolidated Financial Statements for details of the purchase price allocation for each acquisition.

Expansion and Development

The expansion and development expenditures (inclusive of capitalized interest, compensation, and travel expenses) for the year ended December 31, 2024 include $42.9 million related to our two fully-automated, build-to-suit development sites in Connecticut and Pennsylvania;

$32.4 million related to our Kansas City, Missouri facility;

$31.4 million related to the Allentown, Pennsylvania facility;

$6.9 million related to our Russellville, Arkansas expansion;

$6.4 million for our Dallas Ft.

Worth expansion;

$5.6 million related to our Sydney, Australia expansion;

$1.9 million related to our Atlanta, Georgia Major Market Strategy - Phase 2;

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$31.7 million of corporate initiatives and smaller customer driven growth projects, which are designed to reduce future spending over the course of time.

This includes return on investment projects, conversion of leases to owned assets, and other cost-saving initiatives.

Additionally, we incurred approximately $54.0 million for contemplated future expansion or development projects and $15.5 million for information technology related assets.

During the year ended December 31, 2024, we capitalized interest of $17.6 million and compensation and travel expenses of $26.4 million related to our ongoing expansion and development projects, which is included in the summarized expansion and development expenditures listed above.

The expansion and development expenditures (inclusive of capitalized interest, compensation, and travel expenses) for the year ended December 31, 2023 include $25.0 million related to our two fully-automated, build-to-suit development sites in Connecticut and Pennsylvania;

$20.0 million related to our Russellville, Arkansas expansion;

$13.3 million related to our Spearwood, Australia expansion;

$11.9 million related to our Atlanta, Georgia Major Market Strategy - Phase 2;

$5.0 million related to the Allentown, Pennsylvania facility;

and $17.3 million of corporate initiatives and smaller customer driven growth projects, which are designed to reduce future spending over the course of time.

This includes return on investment projects, conversion of leases to owned assets, and other cost-saving initiatives.

Additionally, we incurred approximately $33.7 million for contemplated future expansion or development projects and $10.2 million for information technology related assets.

During the year ended December 31, 2023, we capitalized interest of $13.2 million and compensation and travel expenses of $17.5 million related to our ongoing expansion and development projects, which is included in the summarized expansion and development expenditures listed above.

The following table sets forth our acquisition, expansion and development capital expenditures for the years ended December 31, 2024 and 2023:

Years Ended December 31,

(In thousands)

Business combinations $ — $ 46,653

Asset acquisitions — 65,771

Expansion and development initiatives 213,261 126,160

Information technology 15,478 10,208

Growth and expansion capital expenditures $ 228,739 $ 248,792

Maintenance $ 62,554 $ 80,951

External growth 108,448 —

Expansion, development, and integration (2)

360,063 128,729

Organic growth 143,287 84,532

Technological upgrades and enhancements 23,715 15,478

Total capital expenditures (3)

$ 698,067 $ 309,690

(1) Certain prior period amounts have been reclassified to conform to the current period presentation.

(2) Expansion and development capital expenditures include spend for sites in the recently completed expansion and development phase that are included in our non-same store pool, external integration capital expenditures associated with recent acquisitions in the non-same store pool, and any other expansion and development sites that are in progress that will be added to our non-same store pool when operations commence.

(3) Capital expenditures in the Consolidated Statements of Cash Flows for the year ended December 31, 2025 include $32.5 million of costs accrued as of December 31, 2024 and paid during the year ended December 31, 2025.

Such expenditures exclude $40.8 million of costs accrued during the year ended December 31, 2025 that will be paid in a future period.

We incurred capitalized interest of $25.3 million and $17.6 million for the years ended December 31, 2025 and 2024, respectively, which is included in the capital expenditures noted in the table above.

Historical Cash Flows

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Net cash used in investing activities $ (658,001) $ (313,183)

Net cash used in financing activities

$ (106,785) $ (285)

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Net cash provided by (used in) financing activities $ 383,256 $ (106,785)

Operating Activities

For the year ended December 31, 2024, our net cash provided by operating activities was $411.9 million, an increase of $45.7 million, or 12.5%, compared to $366.2 million for the year ended December 31, 2023.

The increase is primarily due to higher warehouse segment contribution and improved collection of accounts receivable.

For the year ended December 31, 2025, our net cash provided by operating activities was $359.6 million, a decrease of $52.2 million, or 12.7%, compared to $411.9 million for the year ended December 31, 2024.

This decrease was primarily driven by increased expenses associated with non-routine transactions recognized within Acquisition, cyber incident, and other, net and a $5.7 million decrease in total segment contribution on a constant currency basis.

These impacts were partially offset by other favorable changes in net working capital (as compared to the impact of changes in working capital in the prior period).

Investing Activities

For the year ended December 31, 2024, cash used for additions to property, buildings, and equipment was $309.5 million, reflecting investments in our various expansion and development projects and capitalized maintenance expenditures.

Other investing activities included cash outflows of $13.0 million, primarily associated with loans and capital contributions to one of our partially owned entities.

These cash outflows were partially offset by proceeds from the sale of real estate of $9.3 million.

For the year ended December 31, 2023, cash used for additions to property, buildings, and equipment was $264.5 million, reflecting investments in our various expansion and development projects and capitalized maintenance expenditures.

We also invested $65.8 million for the asset acquisitions of Safeway, Ormeau and Green Bay and $46.7 million for the acquisition of Comfrio.

Additional cash outflows included $20.5 million, primarily associated with loans and capital contributions to partially owned entities.

Finally, we incurred $4.6 million in selling costs related to the sale of Comfrio.

These cash outflows were partially offset by $36.9 million in proceeds from the sale of our remaining equity interest to the LATAM JV partner and $8.1 million in proceeds from the sale of various assets.

Net cash used in investing activities was $658.0 million for the year ended December 31, 2025.

Additions to property, buildings, and equipment were $576.8 million, reflecting capitalized maintenance expenditures and investments in our various expansion and development projects.

Additionally, the Company completed the Houston acquisition for total cash consideration of $108.4 million.

Refer to Note 3 - Business Combinations to our Consolidated Financial Statements included in this Annual Report on Form 10-K for further details of this transaction.

Other investing activities included cash outflows of $24.6 million associated with a loan to the RSA joint venture.

Cash provided by investing activities consisted of $27.5 million of total proceeds from the sale of the equity interest in the SuperFrio joint venture, as well as $25.9 million of total proceeds primarily related to the sale of certain facilities.

Net cash used in investing activities was $313.2 million for the year ended December 31, 2024.

Additions to property, buildings, and equipment were $309.5 million, reflecting capitalized maintenance expenditures and investments in our various expansion and development projects.

Additionally, we invested $13.0 million in a loan to the RSA joint venture.

This was partially offset by proceeds from a sold facility of $9.3 million.

Financing Activities

For the year ended December 31, 2024, cash provided by financing activities consisted primarily of $827.2 million in proceeds from our revolving line of credit and $500.0 million in proceeds from our Public Senior Unsecured Notes offering, which were used to repay a portion of the borrowings outstanding under our revolving line of credit and to fund $6.0 million of issuance costs related to the offering.

Cash used in financing activities consisted primarily of $942.2 million of repayments on our revolving line of credit, $252.1 million of dividend distributions, and $45.0 million of payments related to lease obligations.

Lastly, the Company purchased 11 facilities in the Company’s lease portfolio that were previously accounted for as failed sale-leaseback financing obligations for $191.0 million.

For the year ended December 31, 2023, cash provided by financing activities consisted primarily of $716.3 million in proceeds from our revolving line of credit and $412.6 million in proceeds from issuance of common stock under the Prior ATM Equity Program.

Cash used in financing activities consisted primarily of $832.5 million of repayments on our revolving line of credit, $242.2 million of dividend distributions, and $57.1 million of payments related to lease obligations..

Net cash provided by financing activities was $383.3 million for the year ended December 31, 2025.

Cash provided by financing activities consisted of $400.0 million public debt offering, $250.0 million in Senior Unsecured Term Loans, and $627.5 million in proceeds from our Senior Unsecured Revolving Credit Facility, a portion of which was used to fund the Houston acquisition.

Cash used in financing activities consisted of $572.0 million in repayments on our Senior Unsecured Revolving Credit Facility, $261.4 million for quarterly dividend payments, $41.9 million in finance lease repayments, and $15.3 million in termination payments related to the facilities accounted for as failed sale-leaseback.

Net cash used in financing activities was $106.8 million for the year ended December 31, 2024.

Cash used in financing activities consisted of $942.2 million in repayments to our Senior Unsecured Revolving Credit Facility, $252.1 million for quarterly dividend payments, $191.0 million related to the purchase of facilities previously accounted for as failed sale-leasebacks, and $45.0 million in aggregate lease repayments.

Cash provided by financing activities consisted of $827.2 million in proceeds from our Senior Unsecured Revolving Credit Facility and $500.0 million in proceeds from our Public Senior Unsecured Notes offering, which were used to repay a portion of the borrowings outstanding under the Senior Unsecured Revolving Credit Facility and to fund $6.0 million of issuance costs related to the offering.

Critical Accounting Estimates

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The preparation of these historical financial statements, in conformity with U.S.

GAAP, requires management to make estimates, assumptions and judgments in certain circumstances that affect the reported amounts of assets, liabilities and contingencies as of

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the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

GAAP, requires management to make estimates, assumptions and judgments in certain circumstances that affect the reported amounts of assets, liabilities and contingencies as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We evaluate our assumptions and estimates on an ongoing basis.

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The Company estimates the fair value of its reporting units using a methodology, or combination of methodologies, including a discounted cash flow analysis and/or a market-based valuation.

The estimates of future cash flows are subject, but not limited to the following inputs and assumptions:

The estimates of future cash flows are most impacted by the following inputs and assumptions:

revenue growth rates, operating costs and margins, capital expenditures, tax rates, long-term growth rate, and discount rates, which are affected by expectations about future market and economic conditions.

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If the reporting unit carrying value exceeds the reporting unit fair value an impairment charge is recorded for the difference between fair value and carrying value, limited to the amount of goodwill in the reporting unit.

As of October 1, 2024, our reporting units which had a goodwill balance included the following:

As of October 1, 2025 and 2024, the reporting units which had a goodwill balance included the following:

North America warehouse, North America transportation, and Asia-Pacific warehouse.

The results of our 2024 impairment test for our reporting units indicated that the estimated fair value of each of our reporting units was in excess of the corresponding carrying amount as of October 1, and no impairment of goodwill existed.

Goodwill Impairment in Prior Years

As of October 1, 2023, as a result of its annual evaluation, the Company determined its goodwill within the Europe warehouse reporting unit, a component of the warehouse operating segment, was fully impaired.

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As a result of the 2025 and 2024 annual evaluations, the Company concluded that the

estimated fair value of each of the reporting units was in excess of the corresponding carrying amount as of October 1 of both years, and no impairment of goodwill existed.

Goodwill Impairment in Prior Year

As of October 1, 2023, the reporting units which had a goodwill balance included the following:

North America warehouse, North America transportation, Europe warehouse, and Asia-Pacific warehouse.

As a result of the 2023 annual evaluation, the Company determined its goodwill within the Europe warehouse reporting unit, a component of the warehouse operating segment, was fully impaired.

Accordingly, the Company recognized a goodwill impairment loss of $236.5 million within “Impairment of indefinite and long-lived assets” in the Consolidated Statements of Operations during the year ended December 31, 2023.

Factors that led to this conclusion included i) the impact of historic and sustained increases in inflation and interest rates on the reporting unit’s weighted average costs of capital which was beyond the Company’s control, ii) inability to achieve local operating results at historical underwritten values, and iii) increased tax rates applicable in the related European jurisdictions.

The Company engaged the assistance of a third-party valuation firm to perform the goodwill quantitative impairment test, which included an assessment of the Europe Warehouse reporting unit’s fair value relative to the carrying value that was derived using the income approach.

The Company engaged the assistance of a third-party valuation firm to perform the goodwill quantitative impairment test, which included an assessment of the Europe Warehouse reporting unit’s fair value, that was derived using the income approach, relative to the carrying value.

The assumptions used in the quantitative impairment test were estimates and used Level 3 inputs.

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These assumptions were based on risk-adjusted discount factors accommodating viewpoints that consider the full range of variability contemplated in the current and potential future economic situations.

There is no remaining goodwill related to the Europe warehouse reporting unit following this impairment.

In 2022, the Company strategically shifted its focus to the core warehouse portfolio, terminating and winding down business with one of the largest customers in the North America third-party managed reporting unit resulting in a goodwill impairment charge of $3.2 million.

There is no remaining goodwill related to the North America third-party managed reporting unit following this impairment, as the remaining business was immaterial.

Business Combinations

We describe our accounting policy for business combinations and related estimates in Note 2 - Summary of Significant Accounting Policies to the Consolidated Financial Statements.

Additionally, we have disclosed all business combinations completed during 2023 in Note 3 - Business Combinations, Asset Acquisitions and Discontinued Operations to the Consolidated Financial Statements.

There was no remaining goodwill related to the Europe warehouse reporting unit following this impairment.

Business Combinations and Asset Acquisitions

We describe our accounting policy for business combinations and asset acquisitions and the related estimates in Note 2 - Summary of Significant Accounting Policies to the Consolidated Financial Statements.

Additionally, we have disclosed all business combinations and asset acquisitions completed during 2025 and 2023 (none occurred in 2024) in Note 3 - Business Combinations, Asset Acquisitions and Discontinued Operations to the Consolidated Financial Statements.

New Accounting Pronouncements

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Supplemental Guarantor Financial Information

On September 12, 2024 we completed an underwritten public offering of $ 500.0 million aggregate principal amount of the Operating Partnership’s 5.409 % (the “Public Senior Unsecured Notes”) due September 12, 2034.

Interest is payable on March 12 and September 12 of each year, with the first payment occurring March 12, 2025.

On the date of issuance of the Public Senior Unsecured Notes, each of the Company and Americold Realty Operations, Inc.

(together, the “Parent Guarantors”), and each of Nova Cold Logistics, Americold Australian Holdings and Icecap Properties NZ Limited (the “Subsidiary Guarantors” and together with the Parent Guarantors, the “Initial Guarantors”), jointly and severally, fully and unconditionally guaranteed the Operating Partnership’s obligations under the Public Senior Unsecured Notes, including the due and punctual payment of principal of, and premium, if any, and interest on, the Public Senior Unsecured Notes.

The following table contains the summarized financial information of the Initial Guarantors and the operating partnership (collectively, the “Obligor Group”) on a combined basis after the elimination of intercompany

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balances and transactions between entities in the Obligor Group as of December 31, 2024 and December 31, 2023 and for the years ended December 31, 2024 and December 31, 2023:

On September 12, 2024, we completed an underwritten public offering of $500.0 million aggregate principal amount of the Operating Partnership’s Public 5.409% Notes due September 12, 2034.

Interest is payable on March 12 and September 12 of each year.

On April 3, 2025, we completed an underwritten public offering of $400.0 million aggregate principal amount of the Operating Partnership’s Public 5.600% Notes due May 15, 2032.

Interest is payable on May 15 and November 15 of each year.

On the date of issuance of both the Public 5.409% Notes and the Public 5.600% Notes, each of the Company and Americold Realty Operations, Inc.

(together, the “Parent Guarantors”), and each of Nova Cold Logistics, Americold Australian Holdings and Icecap Properties NZ Limited (the “Subsidiary Guarantors” and together with the Parent Guarantors, the “Initial Guarantors”), jointly and severally, fully and unconditionally guaranteed the Operating Partnership’s obligations under the Public 5.409% Notes and the Public 5.600% Notes, including the due and punctual payment of principal of, and premium, if any, and interest on, the Public 5.409% Notes and the Public 5.600% Notes.

The following table contains the summarized financial information of the Initial Guarantors and the Operating Partnership (collectively, the “Obligor Group”) on a combined basis after the elimination of intercompany balances and transactions between entities in the Obligor Group as of December 31, 2025 and 2024 and for the years ended December 31, 2025 and 2024:

December 31, 2025 December 31, 2024

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Revenues from sales to subsidiaries other than the initial guarantors $ — $ —

Operating Income $ 103,659 $ 74,470

Net loss from continuing operations

Operating (loss) income (1)

$ (12,504) $ 103,659

Net loss from continuing operations $ (152,298) $ (74,972)

Net loss attributable to the entity

$ (152,298) $ (74,972)

S eparate Consolidated Financial Statements of the Operating Partnership have not been presented in accordance with Rule 3-10 of Regulation S-X and Rule 12h-5 under the Securities and Exchange Act of 1934.

Table of C ontents

(1) In December 2025, the Company recognized nonrecurring real estate impairment and exit-related charges, including asset dispositions, lease obligation write-offs, and exit fees, resulting in a GAAP loss and contributing to period-over-period variance in the guarantor financial results.

Separate Consolidated Financial Statements of the Operating Partnership have not been presented in accordance with Rule 3-10 of Regulation S-X and Rule 12h-5 under the Securities and Exchange Act of 1934.

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 7. Management’s Discussion and Analysis