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Item 9A. Controls and Procedures

2026-02-26 compared with 2025-02-27 · 769 added, 894 removed, 2496 unchanged (40% of the section changed)

10 unchanged sentences

Management is also responsible for establishing and maintaining effective internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).

Management recognizes that there are inherent limitations in the effectiveness of any internal control and effective internal control over financial reporting can provide only reaso nable assurance with respect to financial statement preparation.

Management recognizes that there are inherent limitations in the effectiveness of any internal control and effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation.

Additionally, because of changes in conditions, the effectiveness of internal control over financial reporting may vary over time.

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In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (“2013 framework”).

Based on our assessment, management concludes that the Company maintained effective internal control over financial reporting as of December 31, 2024.

The scope of our efforts to comply with Section 404 of the Sarbanes-Oxley Act with respect to 2025 included all of our operations other than the business we acquired during 2025 as described in Note 3 - Business Combinations, Asset Acquisitions and Discontinued Operations to the Consolidated Financial Statements.

In accordance with the SEC’s published guidance, because we acquired this business during the year, we excluded it from our efforts to comply with Section 404 with respect to 2025.

The business acquired during 2025 constituted approximately 1.5% of total assets and less than 1% of revenue for the year ended December 31, 2025.

The SEC’s published guidance specifies that the period in which management may omit an assessment of an acquired business’s internal control over financial reporting from its assessment of the Company’s internal control may not extend beyond one year from the date of acquisition.

Based on our assessment, which as discussed herein excluded the operations of the businesses acquired, management concludes that the Company maintained effective internal control over financial reporting as of December 31, 2025.

The effectiveness of our internal control over financial reporting has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included in this Annual Report on Form 10-K.

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There were no changes in our internal control over financial reporting during the three months ended December 31, 2025 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Report of Independent Registered Public Accounting Firm

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and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive (loss) income, equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the index at Item 15(b) and our report dated February 27, 2025 expressed an unqualified opinion thereon.

As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of the business acquired during the year ended December 31, 2025, which is included in the 2025 consolidated financial statements of the Company and constituted approximately 1.5% of total assets as of December 31, 2025 and less than 1% of revenue for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of the business acquired during the year ended December 31, 2025.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(b) and our report dated February 26, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

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A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

(2) provide reasonable

assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that

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controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

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February 26, 2026

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Other Information

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Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Directors, Executive Officers and Corporate Governance

13 unchanged sentences

and is incorporated herein by reference.

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Exhibits, Financial Statements and Schedules

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Consolidated Statements of Operations

Consolidated Statements of Comprehensive ( Loss) Income

Consolidated Statements of Comprehensive Loss

Consolidated Statements of Equity

4 unchanged sentences

EXHIBIT INDEX

Articles of Conversion (incorporated by reference to Exhibit 2.1 to Americold Realty Trust, Inc.

’ s Current Report on Form 8-K filed on May 25, 2022 )

Articles of Conversion (incorporated by reference to Exhibit 2.1 to Americold Realty Trust, Inc.’s Current Report on Form 8-K filed on May 25, 2022)

Articles of Incorporation of Americold Realty Trust, Inc.

(incorporated by reference to Exhibit 3.1 to Americold Realty Trust, Inc.

’ s Current Report on Form 8-K filed on May 25, 2022 )

(incorporated by reference to Exhibit 3.1 to Americold Realty Trust, Inc.’s Current Report on Form 8-K filed on May 25, 2022)

Amended and Restated Bylaws of Americold Realty Trust, Inc.

(incorporated by reference to Exhibit 3.1 to Americold Realty Trust, Inc.

’ s Current Report on Form 8-K filed on December 7 , 2022 )

(incorporated by reference to Exhibit 3.1 to Americold Realty Trust, Inc.’s Current Report on Form 8-K filed on December 7, 2022)

Certificate of Limited Partnership of Americold Realty Operating Partnership, L.P.

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Registration Rights Agreement, dated as of December 30, 2020 by and among Americold Realty Trust and the Holders named therein (incorporated by reference to Exhibit 4.2 to Americold Realty Trust’s Annual Report on Form 10-K filed on March 1, 2021)

Indenture, dated as of September 12, 2024 , by and among Americold Realty Operating Partnership, L.P., as issuer, Americold Realty Trust, Inc., Americold Realty Operations, Inc., Americold Australian Holdings Pty Ltd., Icecap P r operties NZ Limited and Nova Cold Logistics ULC, as guarantors, and U.S.

Bank Trust Company, National A ssociation, as trustee (incorporated by reference to Exhibit 4.1 to Americold Realty Trust’s Current Report on Form 8-K filed on September 12, 2024)

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Indenture, dated as of September 12, 2024, by and among Americold Realty Operating Partnership, L.P., as issuer, Americold Realty Trust, Inc., Americold Realty Operations, Inc., Americold Australian Holdings Pty Ltd., Icecap Properties NZ Limited and Nova Cold Logistics ULC, as guarantors, and U.S.

Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Americold Realty Trust’s Current Report on Form 8-K filed on September 12, 2024)

First Supplemental Indenture, dated as of September 12, 2024, by and among Americold Realty Operating Partnership, L.P., as issuer, Americold Realty Trust, Inc., Americold Realty Operations, Inc., Americold Australian Holdings Pty Ltd., Icecap Properties NZ Limited and Nova Cold Logistics ULC, as guarantors, and U.S.

2 unchanged sentences

Form of Notation of Guarantee (incorporated by reference to Exhibit 4.3 to Americold Realty Trust’s Current Report on Form 8-K filed on September 12, 2024 and included in Exhibit 4.1 thereto)

Second Supplemental Indenture, dated as of April 3, 2025, by and among Americold Realty Operating Partnership, L.P., as issuer, Americold Realty Trust, Inc., Americold Realty Operations, Inc., Americold Australian Holdings Pty Ltd., Icecap Properties NZ Limited and Nova Cold Logistics ULC, as guarantors, and U.S.

Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to Americold Realty Trust’s Current Report on Form 8-K filed on April 3, 2025)

Form of 5.600% Notes due 2032 (incorporated by reference to Exhibit 4.3 to Americold Realty Trust’s Current Report on Form 8-K filed on April 3, 2025 and included in Exhibit 4.2 thereto)

Form of Notation of Guarantee (incorporated by reference to Exhibit 4.4 to Americold Realty Trust’s Current Report on Form 8-K filed on April 3, 2025 and included in Exhibit 4.1 thereto)

Note and Guaranty Agreement, dated as of December 4, 2018, by and among the Operating Partnership, the Company and the purchasers named therein (incorporated by reference to Exhibit 10.2 to Americold Realty Trust’s Current Report on Form 8-K filed on December 5, 2018)

Note and Guaranty Agreement, dated as of May 7, 2019, by and among the Operating Partnership, the Company and the purchasers named therein (incorporated by reference to Exhibit 10.1 to Americold Realty Trust’s Current Report on Form 8-K filed on May 8, 2019)

Note and Guaranty Agreement, dated as of December 30, 2020 , by and among the Operating Partnership, the Company and the P urchasers named therein ( incorporated by reference to Exhibit 10.1 to Americold Realty Trust’s Current Report on Form 8-K filed on January 6, 2021)

Note and Guaranty Agreement, dated as of December 30, 2020, by and among the Operating Partnership, the Company and the Purchasers named therein (incorporated by reference to Exhibit 10.1 to Americold Realty Trust’s Current Report on Form 8-K filed on January 6, 2021)

Amendment No.

1 dated as of April 23, 2019, to the Note and Guaranty Agreement, dated as of December 4, 2018 , 2020, by and among the Operating Partnership, the Company and the purchasers named therein (incorporated by reference to Exhibit 10.

3 to Americold Realty Trust’s Annual Report on Form 10 -K filed on February 29, 2024 )

1 dated as of April 23, 2019, to the Note and Guaranty Agreement, dated as of December 4, 2018, 2020, by and among the Operating Partnership, the Company and the purchasers named therein (incorporated by reference to Exhibit 10.3 to Americold Realty Trust’s Annual Report on Form 10-K filed on February 29, 2024)

Amendment No.

1 dated as of December 30, 2020, to the Note and Guaranty Agreement, dated as of May 7 , 201 9 , by and among the Operating Partnership, the Company and the purchasers named therein (incorporated by reference to Exhibit 10.

2 to Americold Realty Trust’s Current Report on Form 8-K filed on January 6, 2021 )

1 dated as of December 30, 2020, to the Note and Guaranty Agreement, dated as of May 7, 2019, by and among the Operating Partnership, the Company and the purchasers named therein (incorporated by reference to Exhibit 10.2 to Americold Realty Trust’s Current Report on Form 8-K filed on January 6, 2021)

Amendment No.

2 dated as of December 30, 2020, to the Note and Guaranty Agreement, dated as of December 4 , 20 18 , by and among the Operating Partnership, the Company and the p urchasers named therein (incorporated by reference to Exhibit 10.

3 to Americold Realty Trust’s Current Report on Form 8-K filed on January 6, 2021 )

2 dated as of December 30, 2020, to the Note and Guaranty Agreement, dated as of December 4, 2018, by and among the Operating Partnership, the Company and the purchasers named therein (incorporated by reference to Exhibit 10.3 to Americold Realty Trust’s Current Report on Form 8-K filed on January 6, 2021)

Amendment No.

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Credit Agreement, dated as of August 23, 2022, by and among the Operating Partnership, the Company, the Several Lenders and Letter of Credit Issuers from Time to Time Parties Thereto and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to Americold Realty Trust Inc.’s Current Report on Form 8-K filed on August 24, 2022)

Second Amendment to Credit Agreement (incorporated by reference to Exhibit 10.1 to Americold Realty Trust’s Current Report on Form 8-K filed on December 22, 2025)

Form of Employment Agreement (Executive Vice President) (incorporated by reference to Exhibit 10.1 to Americold Realty Trust’s Quarterly Report on Form 10-Q filed on November 5, 2021)

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.16 to Americold Realty Trust’s R egistration Statement on Form S-11/A (File No.

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.16 to Americold Realty Trust’s Registration Statement on Form S-11/A (File No.

333-221560), filed on December 19, 2017)

7 unchanged sentences

Form of Performance Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.4 to Americold Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed on May 15, 2018)

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Form of Annual Director OP Unit Award Agreement (incorporated by referenced to Exhibit 10.1 to Americold Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed on August 9, 2019)

8 unchanged sentences

Form of Performance-Based OP Unit Award Agreement under the 2017 Equity Incentive Plan (CEO) (incorporated by reference to Exhibit 10.28 to Americold Realty Trust’s Annual Report on Form 10-K filed on February 29, 2024)

2025 Amended Form of Performance Restricted Stock Unit Agreement under the 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to Americold Realty Trust's Quarterly Report on Form 10-Q filed on May 8, 2025)

2025 Amended Form of Performance Restricted Stock Unit Agreement under the 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to Americold Realty Trust's Quarterly Report on Form 10-Q filed on May 8, 2025)

2025 Amended Form of Performance Restricted Stock Unit Agreement under the 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to Americold Realty Trust's Quarterly Report on Form 10-Q filed on May 8, 2025)

2025 Amended Form of Performance Restricted Stock Unit Agreement under the 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to Americold Realty Trust's Quarterly Report on Form 10-Q filed on May 8, 2025)

2025 Amended Form of Performance Restricted Stock Unit Agreement under the 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to Americold Realty Trust's Quarterly Report on Form 10-Q filed on May 8, 2025)

2025 Amended Form of Performance Restricted Stock Unit Agreement under the 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.6 to Americold Realty Trust's Quarterly Report on Form 10-Q filed on May 8, 2025)

2025 Amended Form of Performance OP Unit Award Agreement (CEO) under the 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.7 to Americold Realty Trust's Quarterly Report on Form 10-Q filed on May 8, 2025)

2025 Amended Form of Performance OP Unit Award Agreement (CEO) under the 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.8 to Americold Realty Trust's Quarterly Report on Form 10-Q filed on May 8, 2025)

2025 Amended Form of Performance OP Unit Award Agreement under the 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.9 to Americold Realty Trust's Quarterly Report on Form 10-Q filed on May 8, 2025)

2025 Amended Form of Performance OP Unit Award Agreement under the 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.10 to Americold Realty Trust's Quarterly Report on Form 10-Q filed on May 8, 2025)

2025 Amended Form of Performance OP Unit Award Agreement under the 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.11 to Americold Realty Trust's Quarterly Report on Form 10-Q filed on May 8, 2025)

2025 Amended Form of Performance OP Unit Award Agreement under the 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.12 to Americold Realty Trust's Quarterly Report on Form 10-Q filed on May 8, 2025)

Offer Letter, dated February 22, 2022, by and between Americold Logistics, LLC and George F.

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Offer Letter, dated March 8, 2024, by and between Americold Logistics, LLC and Robert Harris (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 12, 2024)

Offer Letter, dated August 25, 2025, by and between Americold Logistics, LLC and Robert S.

Chambers (incorporated by reference to Exhibit 10.1 to Americold Realty Trust's Quarterly Report on Form 10-Q filed on November 6, 2025)

Retirement Agreement, dated August 25, 2025, by and between Americold Logistics, LLC and George F.

Chappelle, Jr.

(incorporated by reference to Exhibit 10.2 to Americold Realty Trust's Quarterly Report on Form 10-Q filed on November 6, 2025)

Offer Letter by and between Americold Logistics, LLC and Christopher Papa dated January 7, 2026 (incorporated by reference to Exhibit 10.1 to Americold Realty Trust’s Current Report on Form 8-K filed on January 26, 2026)

Americold Logistics, LLC Executive Severance Plan, as amended, dated December 9, 2024 (incorporated by reference to Exhibit 10.2 to Americold Realty Trust’s Current Report on Form 8-K filed on January 26, 2026)

Americold Realty Trust, Inc.

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(i) Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024;

(ii) Consolidated Statements of Operations for the year ended December 31, 2024 and 2023;

(iii) Consolidated Statements of Comprehensive (Loss) Income for the year ended December 31, 2024 and 2023;

(iv) Consolidated Statements of Equity for the year ended December 31, 2024 and 2023;

(v) Consolidated Statements of Cash Flows for the year ended December 31, 2024 and 2023;

(ii) Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023;

(iii) Consolidated Statements of Comprehensive Loss for the years ended December 31, 2025, 2024, and 2023;

(iv) Consolidated Statements of Equity for the years ended December 31, 2025, 2024, and 2023;

(v) Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023;

and (vi) Notes to Consolidated Financial Statements.

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104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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# This document has been identified as a management contract or compensatory plan or arrangement.

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Form 10-K Summary

Not Applicable.

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Report of Independent Registered Public Accounting Firm

2 unchanged sentences

We have audited the accompanying consolidated balance sheets of Americold Realty Trust, Inc.

and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive (loss) income, equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(b) (collectively referred to as the “consolidated financial statements”).

and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(b) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S.

16 unchanged sentences

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosures to which it relates.

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Test of Goodwill for Impairment

Description of the Matter As more fully described in Note 2 to the consolidated financial statements, the Company evaluates the carrying value of goodwill each year as of October 1 and between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit to which goodwill has been allocated below its carrying amount.

As of December 31, 2024, the carrying value of the Company’s goodwill balance totaled $784.0 million.

Auditing management’s annual goodwill quantitative impairment test involved especially subjective judgments due to the significant estimation required in determining the fair value of the North America transportation reporting unit to which goodwill had been allocated.

In particular, the estimate of fair value is sensitive to changes in assumptions impacting the discount rate, which directly impacts the business enterprise value of the North America transportation reporting unit

Description of the Matter As more fully described in Note 2 to the consolidated financial statements, the Company evaluates goodwill for impairment each year as of October 1 and between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit to which goodwill has been allocated below its carrying amount.

As of December 31, 2025, the Company’s goodwill balance totaled $828.3 million.

Auditing management’s annual goodwill quantitative impairment test involved especially subjective judgments due to the significant estimation required in determining the fair value of the North America warehouse reporting unit to which goodwill has been allocated.

In particular, the estimate of fair value is sensitive to changes in the discount rate assumption, which directly impacts the business enterprise value of the North America warehouse reporting unit.

How We Addressed

the Matter in Our Audit

To test the estimated fair value of the North America transportation reporting unit, our audit procedures included, among others, assessing the valuation methodology and the underlying data used by the Company in its analysis, including testing the significant assumptions used to develop the discount rate.

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment process.

For example, we tested controls over the estimation of the fair value of the North America warehouse reporting unit, including the Company’s controls over the review of the discount rate assumption used to determine the fair value of the North America warehouse reporting unit.

To test the estimated fair value of the North America warehouse reporting unit, our audit procedures included, among others, assessing the valuation methodology and the underlying data used by the Company in its analysis, including testing the discount rate assumption.

We compared the significant assumptions used by management to current economic trends and other relevant factors.

We performed sensitivity analyses on the discount rate to evaluate the change in the fair value of the North America transportation reporting unit that would result from changes in the related assumption.

We involved valuation specialists to assist in our evaluation of the valuation methodology and the significant assumptions, including the discount rate used in determining the fair value of the North America transportation reporting unit.

We performed a sensitivity analysis on the discount rate to evaluate the change in the fair value of the North America warehouse reporting unit that would result from a change in the related assumption.

/s/ Ernst & Young LLP

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February 26, 2026

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Americold Realty Trust, Inc.

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Total liabilities 5,199,585 4,428,949

Commitments and contingencies ( Note 17 - Commitments and Co nt ingencies )

Commitments and contingencies ( Note 17 - Commitments and Contingencies )

Stockholders' equity:

9 unchanged sentences

See accompanying Notes to Consolidated Financial Statements.

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Americold Realty Trust, Inc.

16 unchanged sentences

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

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 )

Total operating expenses 2,594,612 2,542,530 2,781,634

Operating income (loss) 7,234 124,011 ( 108,305 )

Other income (expense):

Other (expense) income:

Interest expense ( 147,776 ) ( 135,323 ) ( 140,107 )

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

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

Loss from investments in partially owned entities ( 2,112 ) ( 3,702 ) ( 1,442 )

Other, net 6,921 27,919 2,795

Impairment of related party loan receivable — — ( 21,972 )

Loss on put option — — ( 56,576 )

Other, net 27,919 2,795 2,464

Loss from continuing operations before income taxes ( 135,733 ) ( 103,177 ) ( 328,089 )

Income tax benefit (expense):

Income tax (expense) benefit:

Current income tax ( 6,133 ) ( 4,782 ) ( 8,508 )

16 unchanged sentences

See accompanying Notes to Consolidated Financial Statements.

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Americold Realty Trust, Inc.

and Subsidiaries

Consolidated Statements of Comprehensive (Loss) Income

Consolidated Statements of Comprehensive Loss

(In thousands)

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Unrealized net loss on foreign currency ( 22,865 ) ( 14,441 ) ( 4,937 )

Unrealized net gain (loss) on cash flow hedges 3,287 ( 3,354 ) 15,318

Unrealized net (loss) gain on cash flow hedges ( 13,058 ) 3,287 ( 3,354 )

Other comprehensive loss - net of tax attributable to Americold Realty Trust, Inc.

3 unchanged sentences

See accompanying Notes to Consolidated Financial Statements.

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Americold Realty Trust, Inc.

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Common stock issuance related to employee stock purchase plan 86,664 1 1,576 — — — 1,577

Conversion of OP units to cash — — — — — ( 43 ) ( 43 )

Conversion of OP units to common stock 4,325 — 74 — — ( 74 ) —

1 unchanged sentence

See accompanying Notes to Consolidated Financial Statements.

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Americold Realty Trust, Inc.

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Balance December 31, 2023 283,699,120 $ 2,837 $ 5,625,907 $ ( 1,995,975 ) $ ( 16,640 ) $ 18,458 $ 3,634,587

269,814,956 $ 2,698 $ 5,191,969 $ ( 1,415,198 ) $ ( 6,050 ) $ 14,459 $ 3,787,878

Net loss — — — ( 94,313 ) — ( 436 ) ( 94,749 )

Other comprehensive (loss) income — — — — ( 10,590 ) 108 ( 10,482 )

Other comprehensive loss — — — — ( 10,639 ) ( 91 ) ( 10,730 )

Distributions on common stock, restricted stock and OP units — — — ( 251,366 ) — ( 1,221 ) ( 252,587 )

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Conversion of OP units to common stock 36,450 — 984 — — ( 984 ) —

Net proceeds from issuance of common stock 13,244,905 132 412,478 — — — 412,610

Balance - December 31, 2024 284,265,041 $ 2,842 $ 5,646,879 $ ( 2,341,654 ) $ ( 27,279 ) $ 26,217 $ 3,307,005

283,699,120 $ 2,837 $ 5,625,907 $ ( 1,995,975 ) $ ( 16,640 ) $ 18,458 $ 3,634,587

See accompanying Notes to Consolidated Financial Statements.

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Americold Realty Trust, Inc.

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(In thousands, except shares)

Accumulated Deficit and Distributions in Excess of Net Earnings Accumulated Other Comprehensive Income (Loss) Noncontrolling Interests in Operating Partnership

Accumulated Deficit and Distributions in Excess of Net Earnings Accumulated Other Comprehensive Loss Noncontrolling Interests in Operating Partnership

Common Stock Paid-in Capital

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Balance December 31, 2022 269,814,956 $ 2,698 $ 5,191,969 $ ( 1,415,198 ) $ ( 6,050 ) $ 14,459 $ 3,787,878

268,282,592 $ 2,683 $ 5,171,690 $ ( 1,157,888 ) $ 4,522 $ 8,069 $ 4,029,076

Net loss — — — ( 336,215 ) — ( 54 ) ( 336,269 )

Other comprehensive loss — — — — ( 15,542 ) ( 51 ) ( 15,593 )

Other comprehensive (loss) income — — — — ( 10,590 ) 108 ( 10,482 )

Distributions on common stock, restricted stock and OP units — — — ( 244,562 ) — ( 804 ) ( 245,366 )

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Common stock issuance related to employee stock purchase plan 126,195 2 3,045 — — — 3,047

Deconsolidation of subsidiary contributed to LATAM joint venture — — — — 4,970 ( 204 ) 4,766

Other — — — ( 100 ) — — ( 100 )

Conversion of OP units to common stock 83,908 1 2,439 — — ( 2,440 ) —

Net proceeds from issuance of common stock 13,244,905 132 412,478 — — — 412,610

Balance - December 31, 2023 283,699,120 $ 2,837 $ 5,625,907 $ ( 1,995,975 ) $ ( 16,640 ) $ 18,458 $ 3,634,587

269,814,956 $ 2,698 $ 5,191,969 $ ( 1,415,198 ) $ ( 6,050 ) $ 14,459 $ 3,787,878

See accompanying Notes to Consolidated Financial Statements.

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Americold Realty Trust, Inc.

9 unchanged sentences

Amortization of deferred financing costs and pension withdrawal liability 5,869 5,329 5,095

Loss on debt extinguishment, modifications and termination of derivative instruments, non-cash

116,082 2,482 3,217

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

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

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

Loss from investments in partially owned entities 2,112 3,702 5,553

Gain on extinguishment of new market tax credit structure — — ( 3,410 )

Loss on deconsolidation of subsidiary contributed — — 4,148

Stock-based compensation expense 30,190 28,233 23,592

Deferred income tax benefit ( 26,584 ) ( 13,210 ) ( 10,781 )

( 13,210 ) ( 10,781 ) ( 22,561 )

Impairment of indefinite and long-lived assets 33,126 236,515 7,380

Provision for doubtful accounts receivable 5,112 7,633 6,422

7,633 6,422 7,394

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

Impairment of related party loan receivable — — 21,972

2 unchanged sentences

Non-cash operating lease expenses 37,925 42,751 42,841

42,751 42,841 52,330

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

Changes in operating assets and liabilities:

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Operating lease liabilities ( 36,835 ) ( 40,345 ) ( 37,605 )

( 14,879 ) 20,241 12,813

Proceeds from settlement of treasury lock hedge transactions 1,292 — —

Other, net 1,226 ( 11,365 ) 22,495

Net cash provided by operating activities 359,641 411,877 366,155

1 unchanged sentence

Additions to property, buildings and equipment ( 576,845 ) ( 309,458 ) ( 264,467 )

( 309,458 ) ( 264,467 ) ( 308,365 )

Business combinations, net of cash acquired ( 108,448 ) — ( 46,653 )

Acquisitions of property, buildings, equipment, and other assets, net of cash acquired — — ( 65,771 )

Investments in and advances to partially owned entities and other

( 13,049 ) ( 20,533 ) ( 14,427 )

Investments in and advances to partially owned entities and other, net ( 24,553 ) ( 13,049 ) ( 20,533 )

Net payments for sale of business (discontinued operations) — — ( 4,616 )

Proceeds from sale of property, buildings, and equipment 25,867 9,324 8,071

9,324 8,071 4,713

Proceeds from sale of investments in partially owned entities 27,471 — 36,896

Payment for foreign currency exchange forwards settlement ( 1,493 ) — —

Net cash used in investing activities ( 658,001 ) ( 313,183 ) ( 357,073 )

( 313,183 ) ( 357,073 ) ( 348,489 )

Financing activities:

Distributions paid on common stock, restricted stock units and noncontrolling interests in OP ( 261,375 ) ( 252,119 ) ( 242,221 )

( 252,119 ) ( 242,221 ) ( 238,709 )

Proceeds from stock options exercised 2,864 2,828 2,952

5 unchanged sentences

Termination of sale-leaseback financing obligations ( 15,289 ) ( 190,954 ) —

( 190,954 ) — —

Repayment of financing lease obligations ( 37,689 ) ( 37,921 ) ( 39,214 )

Payment of debt issuance and extinguishment costs ( 5,992 ) — ( 11,651 )

Repayment of term loans, mortgage notes, and notes payable — — ( 269,659 )

Proceeds from senior unsecured notes and term loans

Payment of debt issuance costs ( 4,881 ) ( 5,992 ) —

Proceeds from public senior unsecured notes offering 400,000 500,000 —

Proceeds from senior unsecured term loans 250,000 — —

Net proceeds from issuance of common stock — — 412,610

Net cash (used in) provided by financing activities ( 106,785 ) ( 285 ) 23,325

Net (decrease) increase in cash, cash equivalents and restricted cash

( 8,091 ) 8,797 ( 25,168 )

Net cash provided by (used in) financing activities 383,256 ( 106,785 ) ( 285 )

Net increase (decrease) in cash, cash equivalents and restricted cash 84,896 ( 8,091 ) 8,797

Effect of foreign currency translation on cash, cash equivalents and restricted cash 4,315 ( 4,649 ) ( 1,468 )

3 unchanged sentences

See accompanying Notes to Consolidated Financial Statements.

Table of C ontents

Americold Realty Trust, Inc.

30 unchanged sentences

Goodwill 38,499 — —

Other assets — — 25

Cash and cash equivalents 4 — —

Deferred revenue ( 204 ) — —

Accounts payable and accrued expenses (1)

( 582 ) — 46,653

Assets of discontinued operations - held for sale — — 86,085

1 unchanged sentence

Total consideration $ 108,448 $ — $ 46,653

$ — $ 46,653 $ 15,829

(1) Accounts payable and accrued expenses activity as of December 31, 2023 represents the relief of the remaining put option liability for Comfrio.

See accompanying Notes to Consolidated Financial Statements.

Table of C ontents

Americold Realty Trust, Inc.

and Subsidiaries

Consolidated Statements of Cash Flows (Continued)

(In thousands)

As of December 31,

2024 2023 2022

Deconsolidation of Chile upon contribution to LATAM JV

Land $ — $ — $ ( 19,574 )

Buildings and improvements — — ( 10,118 )

Machinery and equipment — — ( 8,395 )

Assets under construction — — ( 20 )

Accumulated depreciation — — 1,959

Cash, cash equivalents and restricted cash — — ( 2,483 )

Accounts receivable — — ( 1,422 )

Goodwill — — ( 6,653 )

Other assets — — ( 309 )

Accounts payable and accrued expenses — — 1,105

Mortgage notes, senior unsecured notes and term loans – net of unamortized deferred financing costs — — 9,633

Accumulated other comprehensive loss — — ( 4,766 )

Net carrying value of Chile assets and liabilities deconsolidated $ — $ — $ ( 41,043 )

Recognition of investment in unconsolidated LATAM joint venture $ — $ — $ 36,896

See accompanying Notes to Consolidated Financial Statements.

Americold Realty Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

3 unchanged sentences

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.

As of December 31, 2024, we operated a global network of 239 temperature-controlled warehouses encompassing approximately 1.4 billion cubic feet (unaudited), with 195 warehouses in North America, 25 in Europe, 17 warehouses in Asia-Pacific, and 2 warehouses in South America.

In addition, we hold minority interests in two joint ventures, one with SuperFrio Armazéns Gerais S.A.

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

The Company 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, we operated a global network of 231 temperature-controlled warehouses encompassing approximately 1.4 billion cubic feet (unaudited), with 188 warehouses in North America, 23 warehouses in Europe, 18 warehouses in Asia-Pacific, and 2 warehouses in South America.

In addition, we have a minority interest in one joint venture:

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

During 2010, the Company formed a Delaware limited partnership, Americold Realty Operating Partnership, L.P.

13 unchanged sentences

These units represent noncontrolling interests in the Operating Partnership that are not owned by Americold Realty Trust, Inc.

On March 22, 2021, the Company filed Articles of Amendment to the Company’s Amended and Restated Declaration of Trust with the State Department of Assessments and Taxation of Maryland to increase the number of authorized common shares of beneficial interest, $ 0.01 par value per share, from 325,000,000 to 500,000,000 .

The Articles of Amendment were effective upon filing.

The Company also has 25,000,000 authorized preferred shares, $ 0.01 par value per share;

however, none were issued or outstanding as of December 31, 2024 or December 31, 2023.

Table of Con tents

Americold Realty Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

On May 25, 2022, the Company completed its conversion from a Maryland REIT to a Maryland corporation, pursuant to the Articles of Conversion, as approved by the stockholders at its annual stockholder meeting on May 17, 2022.

Each issued and outstanding share of beneficial interest in Americold Realty Trust was converted into one share of common stock in Americold Realty Trust, Inc.

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

federal income tax purposes.

The Operating Partnership includes numerous disregarded entities (“DRE”).

Additionally, the Operating Partnership conducts various business activities in North America, Europe, Asia-Pacific, and South America through several wholly-owned taxable REIT subsidiaries (“TRSs”).

Recent Capital Markets Activity

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.

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.

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.

Table of Con tents

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

Americold Realty Trust, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements

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 details of this offering are further described in Note 9 - De bt to these Consolidated Financial Statements.

Termination of Certain Employee Benefit Plans

On February 28, 2023, the Company’s Board of Directors approved a plan to effect the termination of the Americold Retirement Income Plan (the “ARIP”).

Additionally, on February 28, 2023, the Company amended the ARIP agreements in order to provide for a limited lump-sum window for eligible participants.

On November 17, 2023, the Company and Principal Life Insurance Company (the “Insurer” or “Principal” ) executed a Standard Single Premium Guaranteed Annuity Contract Purchase Agreement (the “Purchase Agreement”) by which the Insurer provides a nonparticipating single premium group annuity contract to the Company for a cash premium, to relieving the Plan Sponsor from any future payments to annuitants or beneficiaries under the ARIP.

The transaction was completed and settled on November 27, 2023.

The corresponding relief of the related net liability and recognition of deferred loss in "Accumulated other comprehensive loss” (AOCI) on the Consolidated Balance Sheets, coupled with the cash annuity payment of $ 1.3 million, resulted in the recognition of a settlement loss of $ 2.5 million recognized in “Acquisition, cyber incident, and other, net” on the Consolidated Statements of Operations during the year ended December 31, 2023.

Project Orion

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

across our global platform.

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 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.

Table of Con tents

Americold Realty Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

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.

Foreign Currency Related Transactions

Exchange rate adjustments resulting from foreign currency transactions are recognized in “Net loss:” in the Consolidated Statements of Operations, whereas effects resulting from the translation of financial statements are recognized in “Unrealized net gain (loss) on foreign currency” in the Consolidated Statements of Comprehensive (Loss) Income.

Assets and liabilities of subsidiaries operating outside the United States with a functional currency other than U.S.

dollars are translated into U.S.

dollars using period-end exchange rates and income statement accounts are translated at weighted average exchange rates.

For the years ended December 31, 2024, 2023 and 2022, the amount of foreign currency remeasurement recognized in the Consolidated Statements of Operations within “Other, net” was a gain of $ 8.8 million, a loss of $ 0.4 million and a loss of $ 1.0 million, respectively.

The amount recognized for the year ended December 31, 2024 includes an adjustment related to our net investment hedges further described in Note 10 - Derivative Financial Instruments to these Consolidated Financial Statements.

For the years ended December 31, 2024, 2023 and 2022, the amount of foreign currency translation recognized in the Consolidated Statements of Comprehensive (Loss) Income within “Unrealized net loss on foreign currency” was a loss of $ 14.4 million, a loss of $ 4.9 million and a loss of $ 23.5 million, respectively.

Table of Con tents

Americold Realty Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

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.

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.

Refer to No te 11 - Sale - L easeback s of Real Es tate for further details.

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.

Summary of Significant Accounting Policies

2 unchanged sentences

In the opinion of management, the Consolidated Financial Statements reflect all adjustments considered necessary for a fair presentation.

Significant adjustments which are not considered normal or recurring in nature have been disclosed within Note 8 - Acquisition, Cyber Incident and Other to these Consolidated Financial Statements.

Significant adjustments which are not considered normal or recurring in nature have been disclosed within Note 8 - Acquisition, Cyber Incident, and Other, Net to these Consolidated Financial Statements.

The accompanying Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries where the Company exerts control.

1 unchanged sentence

Investments in which the Company does not have control, and is not the primary beneficiary of a Variable Interest Entity (“VIE”), but where the Company exercises significant influence over the operating and financial policies of the investee, are accounted for using the equity method of accounting.

Americold Realty Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

Use of Estimates

5 unchanged sentences

Newly acquired businesses that meet the held for sale criteria, at the acquisition date, are classified as discontinued operations.

The Company has reclassified financial results associated with the Comfrio business as discontinued operations for all periods presented.

The Company has reclassified financial results associated with the Comfrio business as discontinued operations for all relevant periods presented.

The Company successfully sold the Comfrio business in August of 2023 and the related gain on sale has been classified within discontinued operations on the Consolidated Statements of Operations.

During the year ended December 31, 2023, the Company reclassified Interest income, Gain on sale of partially owned entities, and Foreign currency exchange loss, net into “Other, net” for all periods presented on the Consolidated Statements of Operations herein.

Table of Con tents

Americold Realty Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

The Consolidated Statements of Cash Flows includes various reclassifications, all within cash provided by operating activities, to conform current and prior period presentation.

During the year ended December 31, 2024, the Company reclassified Multi-employer pension plan withdrawal liability and Pension and postretirement benefit liabilities into “Other liabilities” and updated our presentation to show “Operating leases - net” and “Financing leases - net” on a net basis (instead of gross and accumulated amortization/depreciation) on the Consolidated Balance Sheets for all periods presented.

Significant Risks and Uncertainties

The Company was negatively impacted by the COVID-19 pandemic during the year ended December 31, 2022 by way of (i) the food supply chain;

(ii) our customers’ production of goods;

(iii) the labor market impacting associate turnover, availability and cost;

and (iv) the impact of inflation on the cost to provide our services.

Since then, the food supply chain has shown gradual improvements, although inflation continues to persist.

The Company has mitigated the impacts of such challenges by implementing contractual rate escalations which, in part, offsets the impact of inflationary pressures and costs.

Our business was also impacted by inflation and interest rate increases during the second half of 2022 and throughout 2023.

Property, Buildings and Equipment

7 unchanged sentences

When non-real estate assets are sold or otherwise disposed of, the cost and related accumulated depreciation are removed, and any resulting gain or loss is included in “Other, net” on the accompanying Consolidated Statements of Operations.

Gains or losses from the sale of real estate assets are reported within “Net (gain) loss from sale of real estate” in the accompanying Consolidated Statements of Operations.

For the years ended December 31, 2024, 2023 and 2022, the Company recorded a loss of $ 0.1 million, $ 4.0 million and $ 3.6 million, respectively, for the sale of non-real estate assets and real estate related asset disposals, and a gain of $ 3.5 million, a gain of $ 2.3 million and a loss of $ 5.7 million, respectively, from the sale of real estate assets.

Table of Con tents

Gains or losses from the sale of real estate assets are reported within “Net loss (gain) from sale of real estate” in the accompanying Consolidated Statements of Operations.

For the years ended December 31, 2025, 2024 and 2023, the Company recorded a net loss of $ 2.6 million, $ 0.1 million and $ 4.0 million, respectively, for the sale of non-real estate assets and real estate related asset disposals, and a net loss of $ 44.3 million, a net gain of $ 3.5 million and a net gain $ 2.3 million, respectively, from the sale of real estate assets.

Americold Realty Trust, Inc.

6 unchanged sentences

The Company determined that individual warehouse properties constitute the lowest level of independent cash flows for purposes of considering possible impairment.

For the years ended December 31, 2024 and 2022, the Company recorded long-lived asset impairment charges, other than impairments of customer relationships which are discussed in the Identifiable Intangible Assets section, of $ 21.0 million and $ 4.2 million, respectively, within “Impairment of indefinite and long-lived assets” on the accompanying Consolidated Statements of Operations.

For the years ended December 31, 2025 and 2024, the Company recorded long-lived asset impairment charges, other than impairments of customer relationships in 2024 which are discussed in the Identifiable Intangible Assets sections, of $ 47.1 million and $ 21.0 million, respectively, within “Impairment of indefinite and long-lived assets” on the accompanying Consolidated Statements of Operations.

With the exception of goodwill impairment charges, the Company did not recognize any other impairment charges associated with long-lived assets during the year ended December 31, 2023.

The impairment charges recognized during the years ended December 31, 2024 and 2022 were associated with the anticipated exit of certain warehouse and transportation related operations.

The impairment charges recognized during the years ended December 31, 2025 and 2024, were primarily associated with the anticipated exit of certain warehouse and transportation related operations and to a lesser extent an asset’s carrying value that was deemed partially unrecoverable as of December 31, 2025.

Capitalization of Costs

9 unchanged sentences

Capitalized costs are allocated to the specific components of a project that are benefited.

Lease Accounting

Arrangements wherein we are the lessee:

At the inception of a contract, we determine if the contract is or contains a lease.

Leases are classified as either financing or operating based upon criteria within Accounting Standards Codification (“ASC”) 842, Leases , and a

Table of Con tents

Americold Realty Trust, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements

right-of-use (“ROU”) asset and liability are established for leases with an initial term greater than 12 months.

Lease Accounting

Arrangements wherein we are the lessee:

At the inception of a contract, we determine if the contract is or contains a lease.

Leases are classified as either financing or operating based upon criteria within Accounting Standards Codification (“ASC”) 842, Leases , and a right-of-use (“ROU”) asset and liability are established for leases with an initial term greater than 12 months.

Leases with an initial term of 12 months or less, and not expected to renew beyond 12 months, are not recorded on the balance sheet.

16 unchanged sentences

Financing lease assets are included in “Financing leases - net” and “Financing lease obligations” on our Consolidated Balance Sheets.

Americold Realty Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

Arrangements wherein we are the lessor:

5 unchanged sentences

For operating leases wherein we are the lessor, we assess the probability of payments at commencement of the lease contract and subsequently recognize lease income, including variable payments based on an index or rate, over the lease term on a straight-line basis, as a component of “Rent, storage, and warehouse services”.

Table of Con tents

Americold Realty Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

continue to measure and disclose the underlying assets subject to operating leases based on our policies for application of ASC 360, Property, Plant and Equipment .

We continue to measure and disclose the underlying assets subject to operating leases based on our policies for application of ASC 360, Property, Plant and Equipment .

For all asset classes, we have elected to not separate the lease and non-lease components, which are generally limited to taxes and common area maintenance.

13 unchanged sentences

Significant estimates used in valuing the land include, but are not limited to, estimating the price per acre of comparable market transactions.

Americold Realty Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

Identifiable Intangible Assets

3 unchanged sentences

There were no impairments to the Company’s trade name for the years ended December 31, 2025, 2024 and 2023.

Table of Con tents

Americold Realty Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

Customer relationship assets are the Company’s largest finite-lived assets and are amortized over 18 to 40 years using the straight-line method, which reflects the pattern in which economic benefits of intangible assets are expected to be realized by the Company.

1 unchanged sentence

The Company reviews these intangible assets for impairment when circumstances indicate the carrying amount may not be recoverable.

There were no impairments to customer relationship assets for the years ended December 31, 2025 or 2023.

For the year ended December 31, 2024, the Company recorded customer relationship asset impairment charges of $ 12.1 million within “Impairment of indefinite and long-lived assets” on the accompanying Consolidated Statements of Operations.

The customer relationship impairment charges recognized during the year ended December 31, 2024 are associated with the anticipated exit of certain warehouse and transportation related operations.

There were no impairments to customer relationship assets for the years ended December 31, 2023 and 2022.

The customer relationship impairment charges recognized during the year ended December 31, 2024 was associated with the anticipated exit of certain warehouse and transportation related operations.

Additional details regarding the remaining intangibles balances, which are not significant to the Company's overall policy, can be found in Note 5 - Goodwill and Intangible Assets .

10 unchanged sentences

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

Americold Realty Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

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.

3 unchanged sentences

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

Table of Con tents

Americold Realty Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

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.

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.

2 unchanged sentences

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.

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

Cash, Cash Equivalents and Restricted Cash

2 unchanged sentences

Accounts Receivable

Accounts receivable are recorded at the invoiced amount.

The Company periodically evaluates the collectability of amounts due from customers and maintains an allowance for doubtful accounts for estimated amounts uncollectible from customers.

Management exercises judgment in establishing these allowances and considers the balance outstanding, payment history, expectations of any future losses over the contractual life, and current credit status in developing these estimates.

Specific accounts are written off against the allowance when management determines the account is uncollectible.

Table of Con tents

Accounts receivable is recorded at the invoiced amount.

The Company periodically evaluates the collectability of amounts due from customers and maintains an allowance for doubtful accounts for estimated amounts

Americold Realty Trust, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements

uncollectible from customers.

Specific accounts are written off against the allowance when management determines the account is uncollectible.

The following table provides a summary of activity of the allowance for doubtful accounts:

Balance at beginning of year Change in reserve due to the provision Change in reserve due to the interest adjustment Amounts written off, net of recoveries Balance at end of year

Balance at beginning of year Change in reserve due to the provision Change in reserve due to the interest and other adjustments Amounts written off, net of recoveries Balance at end of year

(In thousands)

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The Company amortizes such costs based on the effective interest rate or on a straight-line basis, if the difference between the two methods is considered otherwise immaterial.

Deferred financing costs related to revolving lines of credit are classified as Other assets, whereas deferred financing costs related to debt are offset against the related principal balances in the accompanying Consolidated Balance Sheets.

Deferred financing costs related to Borrowings under revolving line of credit are classified within “Other assets”, whereas deferred financing costs related to Senior unsecured notes and term loans - net of deferred financing costs are offset against the related principal balances in the accompanying Consolidated Balance Sheets.

Variable Interest Entities (“VIEs”)

We are party to VIEs that are immaterial to our Consolidated Financial Statements.

During 2022, we recognized a gain of $ 3.4 million within “Other, net” on the Consolidated Statements of Operations upon extinguishment of New Market Tax Credit (“NMTC”) agreements which were dissolved immediately following the conclusion of the seven-year compliance period during which the tax credits were recognized.

Revenue Recognition

6 unchanged sentences

Multiple contracts with a single counterparty are accounted for as separate arrangements.

Table of Con tents

Americold Realty Trust, Inc.

12 unchanged sentences

Multiple contracts with a single counterparty are accounted for as separate arrangements.

The Company operates in a manner intended to enable it to continue to qualify as a REIT under Sections 856-860 of the Code.

The Company operates in a manner intended to enable it to continue to qualify as a REIT under Sections 856-860 of the Internal Revenue Code (the “Code”).

Under those sections, a REIT that distributes at least 100% of its REIT taxable income, as defined in the Code, as a dividend to its stockholders each year and that meets certain other conditions will not be taxed on that portion of its taxable income that is distributed to its stockholders for U.S.

14 unchanged sentences

federal income and excise taxes on undistributed taxable income and on certain built-in gains.

Table of Con tents

Americold Realty Trust, Inc.

34 unchanged sentences

The Company accrues liabilities when it believes that it is more likely than not that it will not realize the benefits of tax positions that it has taken in its tax returns or for the amount of any tax benefit that exceeds the cumulative

Table of Con tents

Americold Realty Trust, Inc.

7 unchanged sentences

however, countries must individually enact Pillar 2 which may result in variation in the application of the model rules and timelines.

There was no material impact to our Consolidated Financial Statements from this Pillar Two provision during the year ended December 31, 2024.

We will continue to monitor both U.S.

and international legislative developments related to Pillar Two to assess for any potential impacts.

There was no material impact to our Consolidated Financial Statements from this Pillar Two provision during the years ended December 31, 2025 and 2024.

The OECD has issued (and is expected to continue to issue further) administrative guidance providing transition and safe harbor rules in relation to the implementation of Pillar Two.

In January 2026, the OECD released a "side-by-side" package introducing new safe harbors and providing an exemption for U.S.-based multinational companies from parts of the global minimum tax framework.

We continue to evaluate the impact of proposed and enacted legislative changes to our effective tax rate and cash flows as new guidance becomes available in each country.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S.

The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation.

The application of the OBBBA tax provisions did not result in material changes to our total effective tax rate for the year ended December 31, 2025.

The immaterial effects, both current tax and deferred tax, are reported as part of continuing operations on our Consolidated Financial Statements and will have favorable effects on cash taxes paid in the near-term in the U.S .

Pension and Post-Retirement Benefits

6 unchanged sentences

The Company utilizes the services of a third-party actuary to assist in the assessment of the projected benefit obligation at each measurement date.

Certain changes in the value of plan assets and the projected benefit obligation are not recognized immediately in earnings but instead are deferred and recorded in “Adjustment to accrued pension liability” in the accompanying Consolidated Statements of Comprehensive (Loss) Income and amortized to earnings in future periods.

Foreign Currency Gains and Losses

The local currency is the functional currency for the Company’s operations in Australia, Canada, Chile, New Zealand, Argentina, Poland, United Kingdom, and Eurozone countries.

For these operations, assets and liabilities are translated at the rates of exchange on the consolidated balance sheet date, while income and expense items are translated at average rates of exchange during the period.

The resulting gains or losses arising from the translation of accounts from the functional currency into U.S.

dollars are included as a separate component of equity in “Accumulated other comprehensive loss” until a partial or complete liquidation of the Company’s net investment in the foreign operation.

From time to time, the Company’s foreign operations may enter into transactions that are denominated in a currency other than their functional currency.

These transactions are initially recorded in the functional currency of the subsidiary based on the applicable exchange rate in effect on the date of the transaction.

On a monthly basis, these transactions are remeasured to an equivalent amount of the functional currency based on the applicable exchange rate in effect on the remeasurement date.

Any adjustment required to remeasure a transaction to the equivalent amount of functional currency is recorded within “Other, net” in the accompanying Consolidated Statements of Operations.

Table of Con tents

The local currency is the functional currency for the Company’s operations in Australia, Canada, New Zealand, Argentina, Poland, United Kingdom, and Eurozone countries.

Exchange rate adjustments resulting from foreign currency transactions are recognized in “Net loss” in the Consolidated Statements of Operations, whereas effects resulting from the translation of financial statements are recognized in “Unrealized net loss on foreign currency” in the Consolidated Statements of Comprehensive Loss.

Assets and liabilities of subsidiaries operating outside the United States with a functional currency other than U.S.

dollars are translated into U.S.

dollars using period-end exchange rates and income statement accounts are translated at weighted average exchange rates.

Americold Realty Trust, Inc.

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Notes to Consolidated Financial Statements

“Foreign currency exchange (gain) loss” within “Other, net” in the accompanying Consolidated Statements of Operations, except to the extent that the transaction is effectively hedged.

For loans that are effectively hedged, the transaction gains and losses on remeasurement are recorded to Unrealized net loss on foreign currency in the accompanying Consolidated Statements of Comprehensive (Loss) Income.

For the years ended December 31, 2025, 2024 and 2023, the amount of foreign currency remeasurement recognized in the Consolidated Statements of Operations within “Other, net” was a loss of $ 1.4 million, a gain of $ 8.8 million and a loss of $ 0.4 million, respectively.

For the years ended December 31, 2025, 2024 and 2023, the amount of foreign currency translation recognized in the Consolidated Statements of Comprehensive Loss within “Unrealized net loss on foreign currency” was a loss of $ 22.9 million, $ 14.4 million and $ 4.9 million, respectively.

Foreign currency transaction gains and losses on the remeasurement of short-term intercompany loans denominated in currencies other than a subsidiary’s functional currency are recognized as a component of “Foreign currency exchange loss (gain)” within “Other, net” in the accompanying Consolidated Statements of Operations, except to the extent that the transaction is effectively hedged.

Refer to Note 10 - Derivative Financial Instruments for further details.

Foreign currency transaction gains and losses resulting from the remeasurement of long-term intercompany loans denominated in currencies other than a subsidiary’s functional currency are recorded in “Unrealized net gain (loss) on foreign currency” on the accompanying Consolidated Statements of Comprehensive (Loss) Income.

Foreign currency transaction gains and losses resulting from the remeasurement of long-term intercompany loans denominated in currencies other than a subsidiary’s functional currency are recorded in “Unrealized net loss on foreign currency” on the accompanying Consolidated Statements of Comprehensive Loss.

Certain foreign denominated debt instruments have been designated as a hedge of our net investment in the international subsidiaries which were funded.

The remeasurement of these instruments is recorded in “Unrealized net gain (loss) on foreign currency” on the accompanying Consolidated Statements of Comprehensive (Loss) Income.

The remeasurement of these instruments is recorded in “Unrealized net loss on foreign currency” on the accompanying Consolidated Statements of Comprehensive Loss.

Refer to Note 10 - Derivative Financial Instruments for further details.

Table of Con tents

Recent Accounting Pronouncements

In December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-11, “Interim Reporting (Topic 270):

Narrow-Scope Improvements”.

This ASU incorporates a disclosure principle that requires entities to disclose events and changes that occur after the end of the most recent fiscal year that have a material impact on the entity, as well as clarifies the applicability of interim disclosure requirements.

This ASU is effective for interim and annual periods beginning after December 15, 2027, with early adoption permitted, and may be applied prospectively or retrospectively to any or all periods presented.

The Company is currently evaluating when it will adopt the ASU and the impact of this guidance but does not expect its adoption to have a material effect on the Consolidated Financial Statements or related footnote disclosures.

In September 2025, the FASB issued ASU 2025-06, “Intangibles – Goodwill and Other – Internal-Use Software” (“ASU 2025-06”).

This ASU eliminates the prescriptive “project stage” model in ASC 350-40, clarifies the threshold for when entities begin capitalizing software development costs, and requires that disclosure requirements under ASC 360, Property, Plant, and Equipment – Overall, also apply to capitalized software costs regardless of presentation.

ASU 2025-06 is effective for interim and annual periods beginning after December 15, 2027, with early adoption permitted, and may be applied prospectively, retrospectively, or under a modified transition approach.

Americold Realty Trust, Inc.

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Notes to Consolidated Financial Statements

Recent Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No.

2024-03, Income Statement –Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

In November 2024, the FASB ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses”.

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An entity may apply the amendments prospectively for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements.

We are currently evaluating when we will adopt the ASU and the impacted on our Consolidated Financial Statements and the related footnote disclosures.

In March 2024, the Securities and Exchange Commission (the “SEC”) adopted the final rules that will require certain climate-related information in registration statements and annual reports.

In April 2024, the SEC voluntarily stayed the new rules as a result of pending legal challenges.

The new rules include a requirement to disclose material climate-related risks, descriptions of board oversight and risk management activities, the material impacts of these risks on a registrants’ strategy, business model and outlook, and any material climate-related targets or goals, as well as material effects of severe weather events and other natural conditions and greenhouse gas emissions.

Prior to the stay, the new rules would have been effective for annual periods beginning January 1, 2025, except for the greenhouse gas emissions disclosure which would have been effective for annual periods beginning January 1, 2026.

The Company is currently evaluating the impact of these rules on its disclosures.

The Company is currently evaluating when it will adopt the ASU and the impact on our Consolidated Financial Statements and the related footnote disclosures.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures” (“ASU 2023-09”), which is intended to enhance the transparency and decision usefulness of income tax disclosures.

Improvements to Income Tax Disclosures” (“ASU 2023-09”), which enhances the transparency and decision usefulness of income tax disclosures.

The amendments in ASU 2023-09 provide for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information.

ASU 2023-09 is effective for the Company prospectively to all annual periods beginning after December 15, 2024.

The Company is currently evaluating the impact of this standard on our disclosures for 2025.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which enhances the disclosures required for operating segments in the Company's annual and interim Consolidated and or Condensed Consolidated Financial Statements.

We adopted this standard effective January 1, 2024 for annual reporting and applied the disclosure requirements retrospectively to all prior periods presented in Note 20 - Segment Information of this Annual Report on Form 10-K.

The adoption of ASU 2023-07 did not have a material impact on our financial position or results of operations.

Refer to Note 20 - Segment Information for details of changes made to our Form 10-K herein.

The Company adopted this standard effective January 1, 2025, for annual reporting and applied the disclosure requirements prospectively.

Refer to Note 15 - Income Taxes for details of disclosure changes made to our Annual Report on Form 10-K herein.

All other new accounting pronouncements that have been issued, but not yet effective are currently being evaluated and at this time are not expected to have a material impact on our financial position or results of operations.

Table of Con tents

Business Combinations, Asset Acquisitions and Discontinued Operations

Acquisitions Completed During 2025

Houston Warehouse Acquisition

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

The preliminary fair values of the assets acquired related to the consideration transferred primarily included $ 70.7 million of property, buildings and equipment and $ 38.5 million of goodwill, all allocated to the Warehouse segment.

The goodwill recorded is primarily attributable to the strategic benefits of the acquisition including additional storage capacity that enabled the efficient transfer of customer product from an existing facility to this newly acquired site.

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

The goodwill associated with the acquisition is fully deductible for federal income tax purposes.

The fair values of the assets acquired and liabilities assumed and the related preliminary acquisition accounting are based on management’s estimates and assumptions, as well as other information compiled by management and the books and records for the Houston acquisition.

Our estimates and assumptions are subject to change during the measurement period, not to exceed one year from the acquisition date.

Americold Realty Trust, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements

Business Combinations, Asset Acquisitions and Discontinued Operations

Acquisitions Completed During 2023

2 unchanged sentences

New Jersey is a strategic market for Americold where we own 15 facilities, and this acquisition complements the Company’s existing portfolio in this market.

This transaction was accounted for as an asset acquisition.

The Company allocated the consideration or cost of the asset acquisition based on the relative fair values of the assets acquired and liabilities assumed using the principles of ASC 805 and ASC 820, including $ 4.4 million of land, $ 13.0 million of building and improvements, $ 5.2 million of machinery and equipment, $ 1.0 million of cash, $ 0.7 million of accounts receivable, and $ 0.5 million of other assets.

As this transaction was accounted for as an asset acquisition, no goodwill was recorded.

The finalized fair values of the assets acquired, liabilities assumed and the related acquisition accounting are based on management’s estimates and assumptions, as well as other information compiled by management including information from prior valuations of similar entities and the books and records of Safeway.

Acquisition of Ormeau Cold Store

On July 7, 2023 the Company completed the acquisition of Ormeau, which operates a single facility located in Northern NSW, Australia for total consideration of A$ 35.1 million, or $ 23.5 million, based on the exchange rate between the AUD and USD on the closing date of the transaction.

The acquisition accounting related to the consideration transferred primarily included assigning the fair values of the assets acquired including $ 3.6 million of land, $ 15.0 million of buildings and improvements, and $ 5.0 million of machinery and equipment, all of which are allocated to the Warehouse segment.

This transaction was accounted for as an asset acquisition, therefore no goodwill was recognized.

Purchase of Comfrio Joint Venture

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Given the financial condition of the acquiree, the Company remeasured its interest and determined no gain or loss should be recognized upon the closing of the acquisition.

Table of Con tents

Americold Realty Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

The final asset and liability fair values associated with the acquisition were each $ 87.0 million, including measurement period adjustments recorded during the year ended December 31, 2023.

6 unchanged sentences

The corresponding proceeds and gain related to the sale were insignificant.

The primary components of the loss from discontinued operations for the years ended December 31, 2023 and 2022 are included in the table below.

There were no discontinued operations during the year ended December 31, 2024.

Years Ended December 31,

Americold Realty Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

The primary components of the loss from discontinued operations for the year ended December 31, 2023 are included in the table below.

There were no discontinued operations during the years ended December 31, 2025 and 2024.

Year Ended December 31, 2023

Results of discontinued operations (In thousands)

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Loss from discontinued operations, net of tax

$ ( 10,453 ) $ ( 8,382 )

During the fourth quarter of 2022, the Company entered into a loan agreement with Comfrio, in which Comfrio borrowed $ 25.0 million from Americold (of which $ 15.0 million was borrowed during the first quarter of 2023) at a 10 % annual fixed interest rate.

During the year ended December 31, 2023, the Company fully impaired the outstanding balance, which was recorded in “Impairment of related party loan receivable” on the Consolidated Statements of Operations.

Table of Con tents

Americold Realty Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

Acquisition Completed During 2022

Acquisition of De Bruyn Cold Storage

On July 1, 2022, the Company completed the acquisition of De Bruyn Cold Storage (“De Bruyn”) which operates a single facility located in Tasmania, Australia for total consideration of A$ 23.5 million, or $ 16.0 million, based on the exchange rate between the AUD and USD on the closing date of the transaction.

The acquisition accounting related to the consideration transferred primarily included assigning the fair values of the assets acquired and liabilities assumed including $ 1.0 million of land, $ 8.2 million of buildings and improvements, $ 3.7 million of machinery and equipment, and $ 3.1 million of goodwill, all of which are allocated to the Warehouse segment.

The finalized fair values of the assets acquired, liabilities assumed and the related acquisition accounting are based on management’s estimates and assumptions, as well as other information compiled by management, including information from prior valuations of similar entities and the books and records of De Bruyn.

We have included the financial results of the acquired operations in our Warehouse segment since the date of the acquisition.

Investments in and Advances to Partially Owned Entities

As of December 31, 2025 and 2024, our investments in partially owned entities accounted for under the equity method of accounting and advances to these entities under established loan agreements consist of the following:

Location As of December 31, 2025

As of December 31, 2024

Joint Venture Location % Ownership 2024 2023

(In thousands)

Joint Venture % Ownership Balance % Ownership Balance

(In thousands, except percentages)

Investment in SuperFrio Brazil — % $ — 14.99 % $ 22,498

3 unchanged sentences

Total investments in and advances to partially owned entities $ 39,231 $ 40,252

$ 40,252 $ 38,113

The debt of each of these unconsolidated joint ventures is non-recourse to the Company, except for customary exceptions pertaining to such matters as intentional misuse of funds, environmental conditions and material misrepresentations.

SuperFrio Joint Venture

During 2020, the Company purchased a 14.99 % equity interest in a joint venture with SuperFrio Armazéns Gerais S.A.

(“SuperFrio”) for Brazil reals of R$ 117.8 million .

During 2020, the Company purchased a 14.99 % equity interest in the SuperFrio joint venture for Brazil reals of R$ 117.8 million .

Including certain transaction costs, the Company recorded an initial investment of USD $ 25.7 million in this joint venture.

SuperFrio is a Brazilian-based company that provides temperature-controlled storage and logistics services including storage, warehouse services, and transportation.

During 2021, the Company contributed an aggregate R$ 40.7 million, or USD $ 7.6 million, in capital to the SuperFrio joint venture.

The capital calls from SuperFrio were issued to each owner based on their ownership percentage, therefore, the Company’s ownership percentage remained unchanged.

There were no material

Table of Con tents

There were no material amounts contributed to the SuperFrio joint venture during 2025, 2024 and 2023.

Americold Realty Trust, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements

amounts contributed to the SuperFrio joint venture during 2024, 2023 and 2022 , and no further contributions are expected at this time.

The Company’s investment in the SuperFrio joint venture is carried in Brazil reals;

changes in the investment balance, other than capital contributions, are attributable to the Company’s share of the joint venture’s earnings and losses, as well as foreign currency translation adjustments.

On April 30, 2025, the Company completed the sale of its 14.99 % equity interest in the SuperFrio Armazéns Gerais S.A.

(the “SuperFrio joint venture”) to a third party for the Brazilian Real US dollar equivalent of $ 27.5 million.

This sale resulted in the recognition of a net $ 2.4 million gain for the year ended December 31, 2025, which was recognized within “Other, net” on the Consolidated Statements of Operations.

The gain is net of a $ 2.4 million loss related to the reclassification of foreign currency translation adjustments previously recorded in “Accumulated other comprehensive loss”.

RSA Joint Venture

On February 28, 2023, the Company purchased a 49 % equity interest in a joint venture with RSA Cold Holdings Limited (“RSA”) for $ 4.0 million.

On February 28, 2023, the Company purchased a 49 % equity interest in the RSA joint venture with RSA Global DWC LLC (“RSA”) for $ 4.0 million.

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

During 2024, the Company contributed an additional $ 1.6 million in capital to the RSA joint venture related to equity requirements on the Phase 2 development project.

T he capital calls from RSA were issued to each owner based on their ownership percentage, therefore, the Company’s ownership percentage remained unchanged.

T he capital calls from RSA joint venture were issued to each owner based on their ownership percentage, therefore, the Company’s ownership percentage remained unchanged.

Under the terms of the RSA joint venture agreement, the Company has a call right that enables it to purchase all remaining issued and outstanding shares of the RSA joint venture starting August 28, 2025, with the exercise price to be set as the fair market value of the shares on the exercise date.

As of December 31, 2025, the Company has not exercised this call right.

In September 2023, the Company executed an interest-bearing Bridge Loan Agreement with the RSA joint venture, extending a short-term financing (i.e., unsecured credit facility) through which the joint venture could draw up to approximately $ 7.4 million and use it to fund its Phase 2 construction.

In April 2024, the Company executed an additional, interest-free Bridge Loan Agreement (collectively the “Bridge Loans”) through which the joint venture can draw up to approximately $ 34.9 million and use it to fund its Phase 3 construction.

The joint venture fully drew on this loan by January 2024 and fully repaid the loan in January 2025.

In April 2024, the Company executed an additional, interest-free Bridge Loan Agreement (“Phase 3 Bridge Loan”) t hrough which the joint venture could draw up to approximately $ 34.9 million and use it to fund its Phase 3 construction.

The joint venture fully drew on this bridge loan throughout 2024 and 2025.

In December 2025, the Company converted $ 24.2 million of the outstanding loan to an interest-bearing agreement, with interest at a rate of adjusted three month EIBOR + 4 %, and converted $ 10.0 million of the outstanding loan to new cumulative redeemable nonparticipating, non-voting convertible preferred shares.

Additionally, during December 2025, the Company converted the remaining $ 0.7 million of the outstanding loan to a capital contribution to the RSA joint venture related to equity requirements on the Phase 3 development project.

T he capital call from the RSA joint venture was issued to each owner based on their ownership percentage, therefore, the Company’s ownership percentage remained unchanged.

Finally, the RSA joint venture made a $ 0.8 million repayment on the Phase 3 Bridge Loan to the Company in December 2025.

The outstanding balance on the Bridge Loans, including interest, as of December 31, 2025 and 2024 was $ 23.6 million and $ 12.5 million, respectively.

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During the year ended December 31, 2023, the Company both purchased and subsequently sold the remaining interest in the joint venture.

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

Latin America Joint Venture

On May 31, 2022, we formed the LATAM JV in an effort to help us grow our business and market presence in the Latin America region, excluding Brazil.

Our JV partner committed to invest approximately $ 209.0 million in exchange for 85 % of the total equity interest, and we contributed our Chilean business upon formation of the joint venture and retained the remaining 15 % equity interest.

As a result of this transaction, we recognized a loss of approximately $ 4.1 million within “Other, net” on the Consolidated Statements of Operations (net of accumulated foreign currency translation loss related to the Chilean business) upon the deconsolidation of this entity and subsequent recognition of our subsidiary’s 15 % equity interest in the LATAM JV at its estimated fair value of $ 37.0 million.

Table of Con tents

Refer to Note 3 - Business Combinations, Asset

Americold Realty Trust, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements

Acquisitions and Discontinued Operations for further information regarding the acquisition and disposition of the Comfrio portfolio.

Latin America Joint Venture

On May 31, 2022, we formed the Americold LATAM Holdings Ltd joint venture (the “LATAM JV”).

On May 30, 2023, the Company sold its 15 % equity interest to the LATAM JV partner for total proceeds of $ 36.9 million and recognized a corresponding gain of $ 0.3 million in “Other, net” on the Consolidated Statements of Operations.

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December 31, 2023 $ 749,653 $ 44,351 $ 794,004

Purchase price allocation adjustments

( 4,348 ) — ( 4,348 )

Goodwill impairment

( 236,515 ) — ( 236,515 )

Impact of foreign currency translation

1 unchanged sentence

December 31, 2024 739,691 44,351 784,042

Goodwill acquired

38,499 — 38,499

Impact of foreign currency translation

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December 31, 2025 $ 783,984 $ 44,351 $ 828,335

Refer to Note 2 - Summary of Significant Accounting Policies for additional information regarding the goodwill impairment charges recorded during the year ended December 31, 2023.

Refer to Note 3 - Business Combinations, Asset Acquisitions and Discontinued Operations for details on goodwill recognized during the year ended December 31, 2025.

Intangible assets, other than goodwill, are as follows as of December 31, 2025 and 2024:

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Customer relationships $ 1,017,469 $ ( 213,136 ) $ 804,333 $ 996,419 $ ( 173,032 ) $ 823,387

$ 996,419 $ ( 173,032 ) $ 823,387 $ 1,023,107 $ ( 141,078 ) $ 882,029

In-place lease and assembled workforce 475 ( 279 ) 196 4,254 ( 3,946 ) 308

Assembled workforce 475 ( 391 ) 84 475 ( 279 ) 196

Trade name 16,700 ( 1,623 ) 15,077 16,700 ( 1,623 ) 15,077

Total intangible assets, other than goodwill $ 1,034,644 $ ( 215,150 ) $ 819,494 $ 1,013,594 $ ( 174,934 ) $ 838,660

The change in the gross carrying amount for Customer relationships from December 31, 2023 to December 31, 2024 is due to foreign exchange rate movements and an impairment charge of $ 12.1 million associated with the anticipated exit of certain warehouse and transportation related operations.

The change in the gross carrying amount for In-place lease and assembled workforce from December 31, 2023 to December 31, 2024 is due to the write-off of the fully amortized In-place lease intangibles of $ 3.8 million.

The Company’s Trade name is an indefinite-lived intangible.

Amortization expense for the years ended December 31, 2024, 2023 and 2022 was $ 36.4 million, $ 36.9 million and $ 35.7 million, respectively.

Table of Con tents

The change in the gross carrying amount for Customer relationships from December 31, 2024 to December 31, 2025 is due to foreign exchange rate movements of $ 21.1 million.

Refer to Note 2 - Summary of Significant Accounting Policies for additional information regarding the Customer relationships impairment charges recorded during the year ended December 31, 2024.

Americold Realty Trust, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements

The estimated amortization for each of the next five years for the Customer relationships and Assembled workforce intangibles on a combined basis is approximately $ 36.0 million and approximately $ 643.6 million thereafter, based on foreign exchange rates as of December 31, 2024.

The weighted average remaining useful life is 25 years and 1.8 years for Customer relationships and Assembled workforce, respectively, as of December 31, 2024.

Refer to Note 2 - Summary of Significant Accounting Policies for additional information regarding the intangible asset impairment charges recorded during the year ended December 31, 2024.

The Company’s remaining Trade name is an indefinite-lived intangible.

Amortization expense for the years ended December 31, 2025, 2024 and 2023 was $ 36.5 million, $ 36.4 million and $ 36.9 million, respectively.

The Assembled workforce intangible will be fully amortized in 2026 .

The estimated amortization for the Customer relationships for each of the next five years is approximately $ 36.0 million and approximately $ 624.3 million thereafter, based on foreign exchange rates as of December 31, 2025.

The Customer relationships weighted average remaining useful life is 24 years as of December 31, 2025.

Other assets as of December 31, 2025 and 2024 are as follows:

2 unchanged sentences

Capitalized costs related to Project Orion, net of accumulated amortization $ 82,953 $ 80,487

Prepaid accounts 44,402 40,942

Fair value of derivatives 29,868 15,480

Prepaid assets 44,847 44,402

Reimbursement receivable 27,861 24,609

Value added tax receivable 19,063 17,339

Inventory and supplies 6,833 7,427

Value added tax receivable 2,956 19,063

Fair value of derivatives 1,906 29,868

Other 78,734 85,374

15 unchanged sentences

$ 574,059 $ 603,411

Table of Con tents

Americold Realty Trust, Inc.

4 unchanged sentences

Years Ended December 31,

2024 2023 2022

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

Project Orion expenses $ 58,187 $ 13,929 $ 3,945

Severance costs 11,710 11,668 6,530

Acquisition and integration related costs 9,833 5,094 20,073

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

$ 30,773 $ 21,147 $ 3,045

Closed site costs, excluding severance (2)

21,878 5,102 6,873

Other, net (2)

17,172 3,576 2,058

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

12,292 37,040 10,884

Acquisition and integration related costs (2)

9,310 8,906 5,094

Severance costs (2)

7,659 6,608 4,795

Cyber incident related costs, net of insurance recoveries 4,809 ( 5,210 ) 28,877

Pension plan termination charges — — 2,461

Terminated site operations costs — — 4,154

Total acquisition, cyber incident, and other, net $ 103,893 $ 77,169 $ 64,087

$ 77,169 $ 64,087 $ 32,511

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

This project is an investment in and transformation of our technology systems, business processes and customer solutions.

The first phase of Project Orion was deployed during the second quarter of 2024.

(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.

Orion - transformation related costs (non-capitalizable costs) represent the non-capitalizable portion of various transformation related projects including but not limited to various artificial intelligence and market expansion initiatives.

Refer to Note 1 - Description of the Business for further details on the overall project.

Closed site costs, excluding severance include expenses incurred to wind down operations at closed 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.

These amounts do not include any reduction in workforce or other severance costs related to the exit of these operations as those expenses are included within Severance costs as described below.

Other, net includes non-routine stock compensation expense associated with certain employee awards, costs and settlements related to litigation, certain software implementation expenses and professional and consulting fees for strategic projects.

Orion - Oracle related costs (non-capitalizable costs) represent the non-capitalizable portion of charges related to the implementation or the Company’s new cloud based ERP system, Oracle and related applications.

The Company deployed Project Orion (Oracle related) in North America and Asia Pacific during the second quarter of 2024.

Refer to Note 1 - Description of the Business for further details on the overall project and related amortization of deferred project costs.

Severance costs represent certain contractual and negotiated severance and separation costs from exited former executives, 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.

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

We also include integration costs pre- and post-acquisition that reflect work being performed to facilitate merger and acquisition integration, such as work associated with information systems and other projects including spending to support future acquisitions, and primarily consist of professional services.

We consider acquisition related costs to be corporate costs regardless of the segment or segments involved in the transaction.

Refer to Note 3 - Business Combinations, Asset Acquisitions and Discontinued Operations for further information regarding acquisitions completed in 2023 and 2022.

Cyber incident related costs, net of insurance recoveries, represent the receipt of business interruption insurance proceeds and incremental costs associated with cyber incidents that occurred in November 2020 and more recently in April 2023, which is further described in Note 1 - Description of the Business .

Pension plan termination charges represent costs incurred when the Company terminated the Americold Retirement Income Plan (“ARIP”) during the year ended December 31, 2023, resulting in the recognition of a $ 2.5 million settlement loss.

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

Terminated site operations costs relate to repair expenses incurred to return leased sites to their original physical state at lease inception in connection with the termination of the applicable underlying lease.

Additionally, terminated site operations costs include those incurred to wind down operations at recently sold facilities.

These terminations were part of our strategic efforts to exit or sell non-strategic warehouses as opposed to ordinary

Table of Con tents

Acquisition and integration related costs include costs associated with business acquisitions, including insignificant transaction related costs associated with the Houston warehouse acquisition, which is further described in Note 3 - Business Combinations, Asset Acquisitions and Discontinued Operations , whether consummated or not, such as advisory, legal, accounting, valuation and other professional or consulting fees.

We also include integration costs pre- and post-acquisition, that reflect work being performed to facilitate merger and acquisition integration, such as work associated with information systems and other projects including spending to

Americold Realty Trust, Inc.

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Notes to Consolidated Financial Statements

course lease expirations.

Repair and maintenance expenses associated with our ordinary course operations are reflected within “Rent, storage, and warehouse services cost of operations” on the Consolidated Statements of Operations.

support future acquisitions, and primarily consist of professional services.

We consider acquisition related costs to be corporate costs regardless of the segment or segments involved in the transaction.

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.

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.

Refer to Note 16 -Employee Benefit Plans for additional information.

The following table reflects a summary of our outstanding indebtedness, at carrying amount, as of December 31, 2025 and 2024:

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$ 4,124,234 $ 3,286,514

The following table provides the details of our Senior Unsecured Notes:

The following table provides additional details of our Senior Unsecured Notes as of December 31, 2025 and 2024:

December 31, 2025 December 31, 2024

2 unchanged sentences

Private Series A Notes (1)

01/2026 4.68 % $ 200,000 $ 200,000 $ 200,000 $ 200,000

Private Series B Notes 01/2029 4.86 % $ 400,000 400,000 $ 400,000 400,000

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05/2032 5.60 % $ 400,000 400,000 $ — —

Public 5.409 % Notes

09/2034 5.41 % $ 500,000 500,000 $ 500,000 500,000

Total Senior Unsecured Notes

$ 2,730,980 $ 2,226,524

The following table provides the details of our Senior Unsecured Term Loans:

(1) The Private Series A Unsecured Notes were repaid in full on the stated maturity date of January 8, 2026.

Americold Realty Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

The following table provides additional details of our Senior Unsecured Term Loans as of December 31, 2025 and 2024:

December 31, 2025 December 31, 2024

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Contractual Interest Rate (2)

Borrowing Currency Carrying Amount (USD) Contractual Interest Rate (1)

Borrowing Currency Carrying Amount (USD)

Borrowing Currency Carrying Amount (USD) Borrowing Currency Carrying Amount (USD)

(In thousands, except percentages)

2025 Term Loan 06/2026 SOFR + 0.95 %

$ 250,000 $ 250,000 $ — $ —

Tranche A-1 08/2026 SOFR + 0.94 %

$ 375,000 $ 375,000 SOFR + 0.94 %

$ 375,000 375,000 $ 375,000 375,000

Tranche A-2 01/2028 CORRA + 0.94 %

C$ 250,000 173,820 CDOR + 0.94 %

C$ 250,000 188,775

C$ 250,000 182,144 C$ 250,000 173,820

Delayed Draw Tranche A-3 01/2028 SOFR + 0.94 %

$ 270,000 270,000 SOFR + 0.94 %

$ 270,000 270,000 $ 270,000 270,000

1 unchanged sentence

$ 1,077,144 $ 818,820

(1) SOFR = one-month Adjusted Term SOFR;

CORRA = adjusted daily CORRA.

Tranche A-1 and Tranche A-3 SOFR includes an adjustment of 0.10 % in addition to the margin.

Tranche A-2 CORRA includes an adjustment of 0.30 % in addition to the margin.

Our Canadian dollar borrowings previously bore interest tied to one-month CDOR.

Refer to Note 10 - Derivative Financial Instruments for details of the related interest rate swaps.

(2) The terms of the debt agreement for Tranche A-1 include an option for two 12-month extensions past the contractual maturity date in August of 2025.

Table of Con tents

Americold Realty Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

The following table provides the details of our Senior Unsecured Revolving Credit Facility:

(1) The terms of the debt agreement for 2025 Term Loan include an option for one six-month extension past the original contractual maturity date in June of 2026.

The terms of the debt agreement for Tranche A-1 include an option for two twelve-month extensions past the original contractual maturity date in August of 2025.

In June 2025, the Company exercised the first twelve-month extension, which extended the maturity date to August of 2026.

The Company retains the right to exercise the second twelve-month extension to extend the maturity date to August of 2027.

(2) 2025 Term Loan SOFR = daily SOFR, Tranche A-1 and Delayed Draw Tranche A-3 SOFR = adjusted one-month SOFR (which includes an adjustment of 0.10 %), and CORRA = adjusted daily CORRA (which includes an adjustment of 0.30 %).

Refer to Note 10 - Derivative Financial Instruments for details of the related interest rate swaps for Tranche A-1, Tranche A-2, and Delayed Draw Tranche A-3.

The following table provides the details of our Senior Unsecured Revolving Credit Facility as of December 31, 2025 and 2024:

December 31, 2025 December 31, 2024

Denomination of Draw Contractual Interest Rate (1)

Borrowing Currency Carrying Amount (USD) Contractual Interest Rate (1)

Borrowing Currency Carrying Amount (USD)

Borrowing Currency Carrying Amount (USD) Borrowing Currency Carrying Amount (USD)

(In thousands, except percentages)

dollar SOFR + 0.84 %

$ 14,000 $ 14,000 SOFR + 0.84 %

$ — $ — $ 14,000 $ 14,000

Australian dollar BBSW + 0.84 %

A$ 197,000 121,908 BBSW + 0.84 %

A$ 191,000 130,108

British pound sterling SONIA + 0.84 %

£ — — SONIA + 0.84 %

£ 78,000 99,302

A$ 207,500 138,469 A$ 197,000 121,908

Canadian dollar CORRA + 0.84 %

C$ 35,000 24,335 CDOR + 0.84 %

C$ 35,000 26,429

C$ 98,000 71,400 C$ 35,000 24,335

Euro EURIBOR + 0.84 %

€ 70,500 72,993 EURIBOR + 0.84 %

€ 70,500 82,812 € 70,500 72,993

New Zealand dollar BKBM + 0.84 %

NZ$ 39,000 21,816 BKBM + 0.84 %

NZ$ 44,000 27,804

NZ$ 68,500 39,430 NZ$ 39,000 21,816

Total Senior Unsecured Revolving Credit Facility (2)

$ 332,111 $ 255,052

(1) SOFR = adjusted daily SOFR;

BBSW = one-month Bank Bill Swap Rate;

CORRA = adjusted daily CORRA;

EURIBOR = one-month Euro Interbank Offered Rate;

BKBM = one-month Bank Bill Reference Rate.

We have elected adjusted daily SOFR for the entirety of our U.S.

dollar denominated borrowings shown above, which includes an adjustment of 0.10 % in addition to the margin.

Included in the adjusted daily CORRA rate is an adjustment of 0.30 % in addition to the margin.

Our British pound sterling borrowings bore interest tied to adjusted SONIA, which included an adjustment of 0.03 % in addition to the margin.

Our Canadian dollar borrowings previously bore interest tied to one-month CDOR.

Senior Unsecured Credit Facility

On August 23, 2022, the Company entered into an agreement to extend and upsize its Senior Unsecured Credit Facility from $ 1.5 billion to approximately $ 2.0 billion.

Additionally, the Company used a portion of the unsecured credit facilities to repay its 2013 Mortgage Notes which were scheduled to mature on May 1, 2023, but became prepayable at par beginning November 1, 2022.

In connection with the refinancing, the base interest rate for the USD denominated borrowings was updated to SOFR from LIBOR and all borrowings now incorporate a sustainability-linked pricing component which is subject to adjustment based on improvement in the Company’s annual GRESB rating, as part of it’s ESG initiatives.

In connection with the refinancings that occurred during the year ended December 31, 2022, the Company recorded $ 0.6 million to “Loss on debt extinguishment, modifications and termination of derivative instruments ” in the accompanying Consolidated Statements of Operations.

No refinancings occurred during the years ended December 31, 2024 or 2023.

Revolving Credit Facility

The Senior Unsecured Revolving Credit Facility is comprised of a $ 575 million U.S.

dollar component and a $ 575 million U.S.

dollar equivalent, multicurrency component.

The revolving credit facility matures in August 2026;

however, the Company has the option to extend maturity up to two times, each for a six-month period.

The Company must meet certain criteria in order to extend the maturity, and an additional extension fee must be paid.

Unamortized deferred financing costs related to the revolving credit facility are included in “Other assets” on the accompanying Consolidated Balance Sheets and totaled $ 4.0 million and $ 6.4 million as of December 31, 2024 and 2023, respectively.

These costs are amortized through the maturity date as interest expense under the straight-line method as the impact of amortizing under the effective interest method is not materially different.

The Senior Unsecured Term Loan A consists of three tranches.

Tranche A-1 consists of a $ 375 million USD term loan, with a maturity date of August 2025;

however, the Company has the option to extend maturity up to two

Table of Con tents

Americold Realty Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

times, each for a twelve-month period.

Tranche A-2 consists of a C$ 250 million term loan with a maturity date of January 2028 and does not have any extension options.

Tranche A-3 consists of a $ 270 million USD term loan delayed draw facility, which matures in January 2028 and does not have any extension options.

As previously mentioned, the Company drew the Tranche A-3 on November 1, 2022 to repay its 2013 Mortgage Notes.

The remaining proceeds of the delayed draw facility were used for general corporate purposes.

Unamortized deferred financing costs related to the Senior Unsecured Term Loan A are included in “Senior unsecured notes and term loans - net of deferred financing costs” on the accompanying Consolidated Balance Sheets and totaled $ 2.9 million and $ 4.6 million as of December 31, 2024 and 2023, respectively.

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

There were $ 20.8 million letters of credit issued on the Company’s Senior Unsecured Revolving Credit Facility as of December 31, 2024 and 2023.

The remaining amount of letters of credit available to be issued on the Company’s Senior Unsecured Revolving Credit Facility was $ 39.2 million as of December 31, 2024 and 2023.

Our Senior Unsecured Revolving Facility contains representations, covenants and other terms customary for a publicly traded REIT, including covenants governing restricted payments.

In addition, it contains certain financial covenants, as defined in the credit agreement, including:

• a maximum leverage ratio of less than or equal to 60 % of our total asset value.

Following a Material Acquisition, leverage ratio shall not exceed 65 %;

• a maximum unencumbered leverage ratio of less than or equal to 60 % to unencumbered asset value.

Following a Material Acquisition, unencumbered leverage ratio shall not exceed 65 %;

• a maximum secured leverage ratio of less than or equal to 40 % to total asset value.

Following a Material Acquisition, secured leverage ratio shall not exceed 45 %;

• a minimum fixed charge coverage ratio of greater than or equal to 1.50 x;

• a minimum unsecured interest coverage ratio of greater than or equal to 1.75 x.

Material Acquisition in our Senior Unsecured Credit Facility is defined as one in which assets acquired exceeds an amount equal to 5 % of total asset value as of the last day of the most recently ended fiscal quarter publicly available.

Obligations under our Senior Unsecured Credit Facility are general unsecured obligations of our Operating Partnership and are guaranteed by the Company and certain subsidiaries of the Company.

As of December 31, 2024, the Company was in compliance with all debt covenants.

(1) SOFR = adjusted daily SOFR (which includes an adjustment of 0.10 %), BBSW = one-month Bank Bill Swap Rate, CORRA = adjusted daily CORRA (which includes an adjustment of 0.30 %), EURIBOR = one-month Euro Interbank Offered Rate, BKBM = one-month Bank Bill Reference Rate.

(2) The Senior Unsecured Revolving Credit Facility matures in August of 2026;

however, the terms of the debt agreement include an option for two six-month extensions past the contractual maturity date.

Senior Unsecured Notes

2 unchanged sentences

Interest is payable on January 8 and July 8 of each year until maturity.

On April 26, 2019, we completed a debt private placement transaction consisting of $ 350.0 million senior unsecured notes with a coupon of 4.10 % due January 8, 2030 (“Private Series C Notes”).

Interest is payable on January 8 and July 8 of each year until maturity.

Table of Con tents

The Private Series A Notes were fully repaid on January 8, 2026.

Americold Realty Trust, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements

senior unsecured notes with a coupon of 1.65 % due January 7, 2033 (“Private Series E Notes”).

On April 26, 2019, we completed a debt private placement transaction consisting of $ 350.0 million senior unsecured notes with a coupon of 4.10 % due January 8, 2030 (“Private Series C Notes”).

Interest is payable on January 8 and July 8 of each year until maturity.

Unamortized deferred financing costs related to the Private Series Notes are included in “Senior unsecured notes and term loans - net of deferred financing costs” on the accompanying Consolidated Balance Sheets and totaled $ 5.0 million and $ 6.0 million as of December 31, 2024 and 2023, respectively.

On December 30, 2020 we completed a debt private placement transaction consisting of (i) € 400 million senior unsecured notes with a coupon of 1.62 % due January 7, 2031 (“Private Series D Notes”) and (ii) € 350 million senior unsecured notes with a coupon of 1.65 % due January 7, 2033 (“Private Series E Notes”).

Interest is payable on January 7 and July 7 of each year until maturity.

Unamortized deferred financing costs related to the Private Series A, B, C, D, and E Notes (collectively referred to as the “Private Senior Unsecured Notes”) are included in “Senior unsecured notes and term loans - net of deferred financing costs” on the accompanying Consolidated Balance Sheets and totaled $ 4.0 million and $ 5.0 million as of December 31, 2025 and 2024, respectively.

These costs are amortized through the maturity date as interest expense under the straight-line method as the impact of amortizing under the effective interest method is not materially different.

The Series A, B, C, D, and E senior unsecured notes (collectively referred to as the “Private Senior Unsecured Notes”) and guarantee agreement includes a prepayment option executable at any time during the term of the loans.

The Private Senior Unsecured Notes and guarantee agreement includes a prepayment option executable at any time during the term of the loans.

The prepayment can be either a partial payment or payment in full, as long as the partial payment is at least 5 % of the outstanding principal.

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The Company is required to maintain at all times an investment grade debt rating for each series of notes from a nationally recognized statistical rating organization.

In addition, the Senior Unsecured Notes contain certain financial covenants required on a quarterly or occurrence basis, as defined in the credit agreement, including:

In addition, the Private Senior Unsecured Notes contain certain financial covenants required on a quarterly or occurrence basis, as defined in the credit agreement, including:

• a maximum leverage ratio of less than or equal to 60 % of our total asset value;

5 unchanged sentences

Public Senior Unsecured Notes

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.

Table of Con tents

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 are fully and unconditionally guaranteed, jointly and severally, by

Americold Realty Trust, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements

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 Public Senior Unsecured Notes may be redeemed at the option of the Company.

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.

The Public Senior Unsecured Notes require that we maintain at all times a minimum maintenance of total unencumbered assets value of not less than 150 % of the aggregate principal amount of all outstanding unsecured debt of the Company, the Operating Partnership and their respective subsidiaries on a consolidated basis.

The Public Senior Unsecured Notes also contain certain financial covenants required on a quarterly or occurrence basis, as defined in the offering prospectus, including:

each of the Company, Americold Realty Operations and certain subsidiaries of the Operating Partnership.

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.

In connection with the issuance of the Public 5.409% Notes, we incurred approximately $ 6.1 million of debt issuance costs.

The unamortized balance of these costs is included in “Senior unsecured notes and term loans - net of deferred financing costs” on the Consolidated Balance Sheets and totaled $ 5.5 million and $ 6.0 million as of December 31, 2025 and 2024 respectively.

These costs are amortized to “Interest expense” over the term of the Public 5.409% Notes, beginning in September 2024, using the effective interest method.

The Public 5.409% Notes may be redeemed at the option of the Company.

Prior to June 12, 2034, the Public 5.409% Notes may be redeemed at our option, in whole or in part, at any time and from time to time, at the Operating Partnership’s option and sole discretion, at a redemption price equal to the greater of (i) 100% of the principal amount of the Public 5.409% Notes being redeemed, or (ii) a make-whole premium calculated in accordance with the indenture, plus, in either case, unpaid interest accrued thereon to, but excluding the redemption date.

On or after June 12, 2034, the Public 5.409% Notes may be redeemed at our option, in whole or in part, at any time and from time to time, at a redemption price in cash equal to 100% of the principal amount of the Public 5.409% Notes to be redeemed, plus any unpaid interest accrued thereon to, but excluding, the redemption date.

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 are fully and unconditionally guaranteed, jointly and severally, by each of the Company, Americold Realty Operations and certain subsidiaries of the Operating Partnership.

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.

In connection with the issuance of the Public 5.600% Notes, we incurred approximately $ 4.2 million of debt issuance costs.

Additionally, the notes were priced at 99.862 % of the principal amount which resulted in a discount amount of $ 0.6 million.

The total of debt issuance costs incurred, including the discount, was approximately $ 4.8 million.

The unamortized balance of the debt issuance costs and discount are included in “Senior unsecured notes and term loans - net of deferred financing costs” on the Consolidated Balance Sheets and totaled $ 4.3 million as of December 31, 2025.

These costs are amortized to “Interest expense” over the term of the Public 5.600% Notes, beginning in April 2025, using the effective interest method.

The Public 5.600% Notes may be redeemed at the option of the Company.

Prior to March 15, 2032, the Public 5.600% Notes may be redeemed at our option, in whole or in part, at any time and from time to time, at the Operating Partnership’s option and sole discretion, at a redemption price equal to the greater of (i) 100% of the principal amount of the Public 5.600% Notes being redeemed, or (ii) a make-whole premium calculated in accordance with the indenture, plus, in either case, unpaid interest accrued thereon to, but excluding the redemption date.

On or after March 15, 2032, the Public 5.600% Notes may be redeemed at our option, in whole or in part, at any time and from time to time, at a redemption price in cash equal to 100% of the principal amount of the Public 5.600% Notes to be redeemed, plus any unpaid interest accrued thereon to, but excluding, the redemption date.

The Public 5.600% Notes and Public 5.409% Notes require that we maintain at all times a minimum maintenance of total unencumbered assets value of not less than 150 % of the aggregate principal amount of all outstanding

Americold Realty Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

unsecured debt of the Company, the Operating Partnership and their respective subsidiaries on a consolidated basis.

The Public 5.600% Notes and Public 5.409% Notes also contain certain financial covenants required on a quarterly or occurrence basis, as defined in the offering prospectus, including:

• a maximum total indebtedness to total assets ratio of less than 0.60 to 1.00 ;

1 unchanged sentence

• a minimum interest coverage ratio of not less than 1.50 to 1.00 .

The indenture governing the Public Senior Unsecured Notes contains additional covenants customary for similar offerings, including, without limitation, that any subsidiary which becomes a co-borrower, guarantor or otherwise becomes obligated under our Senior Unsecured Term Loans or Senior Unsecured Revolving Credit Facility must also fully and unconditionally guarantee the Public Senior Unsecured Notes.

The indenture governing the Public 5.600% Notes and Public 5.409% Notes contains additional covenants customary for similar offerings, including, without limitation, that any subsidiary which becomes a co-borrower, guarantor or otherwise becomes obligated under our Senior Unsecured Term Loans or Senior Unsecured Revolving Credit Facility must also fully and unconditionally guarantee the Public 5.600% Notes and Public 5.409% Notes.

As of December 31, 2025, the Company was in compliance with all debt covenants.

Senior Unsecured Credit Facility

On August 23, 2022, the Company entered into a Credit Agreement to extend and upsize its Senior Unsecured Credit Facility, which includes the Senior Unsecured Term Loans and the Senior Unsecured Revolving Credit Facility as described below, to approximately $ 2.0 billion.

In connection with the agreement, all borrowings incorporate a sustainability-linked pricing component which is subject to adjustment based on improvement in the Company’s annual GRESB rating, as part of its ESG initiatives.

The Senior Unsecured Term Loan A consists of three tranches.

Tranche A-1 consists of a $ 375 million USD term loan and the terms of the Credit Agreement include an option for two twelve-month extensions past the original contractual maturity date in August of 2025.

In June 2025, the Company exercised the first twelve-month extension, which extended the maturity date to August of 2026.

The Company retains the right to exercise the second twelve-month extension to extend the maturity date to August of 2027.

Tranche A-2 consists of a C$ 250 million term loan with a maturity date of January 2028 and does not have any extension options.

Tranche A-3 consists of a $ 270 million USD term loan delayed draw facility, which matures in January 2028 and does not have any extension options.

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.

In connection with the Second Amendment, we incurred approximately $ 0.2 million of debt issuance costs.

Unamortized deferred financing costs related to the Senior Unsecured Term Loans (including both the Senior Unsecured Term Loan A and the 2025 Term Loan) are included in “Senior unsecured notes and term loans - net

Americold Realty Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements

of deferred financing costs” on the accompanying Consolidated Balance Sheets and totaled $ 2.2 million and $ 2.9 million as of December 31, 2025 and 2024, respectively.

These costs are amortized through the maturity date as interest expense under the effective interest method for the Senior Unsecured Term Loan A and under the straight line method for the 2025 Term Loan.

Revolving Credit Facility

The Senior Unsecured Revolving Credit Facility is comprised of a $ 575 million U.S.

dollar component and a $ 575 million U.S.

dollar equivalent, multicurrency component.

The revolving credit facility matures in August 2026;

however, the Company has the option to extend maturity up to two times, each for a six-month period.

The Company must meet certain criteria in order to extend the maturity, and an additional extension fee must be paid.

Unamortized deferred financing costs related to the revolving credit facility are included in “Other assets” on the Consolidated Balance Sheets and totaled $ 1.6 million and $ 4.0 million as of December 31, 2025 and 2024, respectively.

These costs are amortized through the maturity date as interest expense under the straight-line method as the impact of amortizing under the effective interest method is not materially different.

There were $ 19.4 million letters of credit issued on the Company’s Senior Unsecured Revolving Credit Facility as of December 31, 2025 and $ 20.8 million as of December 31, 2024.

The remaining amount of letters of credit available to be issued on the Company’s Senior Unsecured Revolving Credit Facility was $ 40.6 million as of December 31, 2025 and $ 39.2 million as of December 31, 2024.

Our Senior Unsecured Credit Facility contains representations, covenants and other terms customary for a publicly traded REIT, including covenants governing restricted payments.

In addition, it contains certain financial covenants, as defined in the Credit Agreement, including: