Item 9A. Controls and Procedures
ITEM 9A. Controls and Procedures
Disclosure Controls and Procedures
The term “disclosure controls and procedures” is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. These rules refer to the controls and other procedures of a company that are designed to ensure that information is recorded, processed, accumulated, summarized, communicated and reported to management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding what is required to be disclosed by a company in the reports that it files under the Exchange Act.
As of December 31, 2025 (the “Evaluation Date”), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for the preparation and fair presentation of the Consolidated Financial Statements included in this Annual Report on Form 10-K. The Consolidated Financial Statements have been prepared in conformity with U.S. GAAP and reflect management’s judgments and estimates concerning events and transactions that are accounted for or disclosed.
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 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.
Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. 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”). 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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Changes in Internal Control over Financial Reporting
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
To the Stockholders and the Board of Directors of Americold Realty Trust, Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Americold Realty Trust, Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Americold Realty Trust, Inc. 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.
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
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. 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
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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 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
Atlanta, Georgia
February 26, 2026
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ITEM 9B. Other Information
During the three months ended December 31, 2025, none of the Company’s directors or officers adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” (as such term is defined in Item 408(c) of Regulation S-K).
ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.
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PART III
ITEM 10. Directors, Executive Officers and Corporate Governance
The information required by Item 10 will be included in the Company’s definitive proxy statement relating to the 2026 Annual Meeting of Stockholders of Americold Realty Trust, Inc. and is incorporated herein by reference.
ITEM 11. Executive Compensation
The information required by Item 11 will be included in the Company’s definitive proxy statement relating to the 2026 Annual Meeting of Stockholders of Americold Realty Trust, Inc. and is incorporated herein by reference.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by Item 12 will be included in the Company’s definitive proxy statement relating to the 2026 Annual Meeting of Stockholders of Americold Realty Trust, Inc. and is incorporated herein by reference.
ITEM 13. Certain Relationships and Related Transactions, and Director Independence
The information required by Item 13 will be included in the Company’s definitive proxy statement relating to the 2026 Annual Meeting of Stockholders of Americold Realty Trust, Inc. and is incorporated herein by reference.
ITEM 14. Principal Accountant Fees and Services
The information required by Item 14 will be included in the Company’s definitive proxy statement relating to the 2026 Annual Meeting of Stockholders of Americold Realty Trust, Inc. and is incorporated herein by reference.
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PART IV
ITEM 15. Exhibits, Financial Statements and Schedules
Americold Realty Trust, Inc. and Subsidiaries
The following documents are filed as a part of this Annual Report on Form 10-K:
a. Financial Statements and Schedules
b.
Financial Statements: Page
Americold Realty Trust, Inc. and Subsidiaries
Report of Independent Registered Public Accounting Firm (Auditor Firm ID: 42 )
F- 1
Consolidated Balance Sheets
F- 3
Consolidated Statements of Operations
F- 4
Consolidated Statements of Comprehensive Loss
F- 5
Consolidated Statements of Equity
F- 6
Consolidated Statements of Cash Flows
F- 9
Notes to the Consolidated Financial Statements of Americold Realty Trust, Inc. and Subsidiaries
F- 11
Schedule III – Real Estate and Accumulated Depreciation
F- 73
c. Exhibits
EXHIBIT INDEX
Exhibit No. Description
3.1
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)
3.2
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)
3.3
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)
3.4
Certificate of Limited Partnership of Americold Realty Operating Partnership, L.P. (incorporated by reference to Exhibit 3.3 to Americold Realty Trust’s Annual Report on Form 10-K filed on February 26, 2019)
3.5
Amended and Restated Limited Partnership Agreement of Americold Realty Operating Partnership, L.P. (incorporated by reference to Exhibit 3.1 to Americold Realty Trust’s Current Report on Form 8-K filed on July 2, 2019)
4.1
Description of Capital Stock (incorporated by reference to Exhibit 4.1 to Americold Realty Trust’s Annual Report on Form 10-K filed on February 27, 2023)
4.2
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)
4.3
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)
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4.4
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. 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 September 12, 2024)
4.5
Form of 5.409% Notes due 2034 (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 4.2 thereto)
4.6
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)
4. 7
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)
4. 8
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)
4. 9
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)
10.1
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)
10.2
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)
10.3
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)
10.4
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)
10.5
Amendment No. 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)
10.6
Amendment No. 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)
10.7
Amendment No. 1 dated as of June 18, 2021, to the 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 Quarterly Report on Form 10-Q filed on August 6, 2021)
10.8
Amendment No. 2 dated as of June 18, 2021, 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 Quarterly Report on Form 10-Q filed on August 6, 2021)
10.9
Amendment No. 3 dated as of June 18, 2021, 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 Quarterly Report on Form 10-Q filed on August 6, 2021)
10.10
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)
10.11
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)
10.1 2 #
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)
10.1 3 #
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)
10.1 4 #
Americold Realty Trust 2008 Equity Incentive Plan (incorporated by reference to Exhibit 10.21 to Americold Realty Trust’s Registration Statement on Form S-11/A (File No. 333-221560), filed on January 12, 2018)
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10.1 5 #
Americold Realty Trust 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.14 to Americold Realty Trust’s Registration Statement on Form S-11/A (File No. 333-221560), filed on December 20, 2017)
10.1 6 #
Americold Realty Trust 2017 Equity Incentive Plan, effective as of January 23, 2018 (incorporated by reference to Exhibit 10.8 to Americold Realty Trust’s Current Report on Form 8-K filed on January 23, 2018)
10.1 7 #
Form of Annual Director Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.2 to Americold Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed on May 15, 2018)
10.1 8 #
Form of Retention Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.3 to Americold Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed on May 15, 2018)
10.1 9 #
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)
10. 20 #
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)
10.2 1 #
Form of Retention OP Unit Award Agreement (incorporated by referenced to Exhibit 10.2 to Americold Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed on August 9, 2019)
10.2 2 #
Form of Performance OP Unit Award Agreement (incorporated by referenced to Exhibit 10.3 to Americold Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed on August 9, 2019)
10.2 3 #
Form of Performance Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.26 to Americold Realty Trust’s Annual Report on Form 10-K filed on March 2, 2020)
10.2 4 #
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 7, 2021 (File No. 001-34723))
10.2 5 #
Form of Time-Based 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 7, 2021)
10.2 6 #
Form of Performance OP Unit Award 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 7, 2021)
10.2 7 #
Form of Time-Based OP Unit Award 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 7, 2021)
10.2 8 #
Form of Time-Based OP Unit Award Agreement under the 2017 Equity Incentive Plan (CEO) (incorporated by reference to Exhibit 10.27 to Americold Realty Trust’s Annual Report on Form 10-K filed on February 29, 2024)
10.2 9 #
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)
10. 30 #
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)
10. 3 1 #
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)
10. 3 2 #
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)
10. 3 3 #
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)
10. 3 4 #
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)
10. 3 5 #
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)
10. 3 6 #
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)
10. 3 7 #
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)
10. 3 8 #
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)
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10. 3 9 #
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)
10. 40 #
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)
10. 4 1 #
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)
10. 42 #
Offer Letter, dated February 22, 2022, by and between Americold Logistics, LLC and George F. Chappelle Jr. (incorporated by reference to Exhibit 10.1 to Americold Realty Trust’s Current Report on Form 8-K filed on February 24, 2022)
10. 43 #
Executive Severance Benefits Plan (incorporated by reference to Exhibit 10.2 to Americold Realty Trust’s Current Report on Form 8-K filed on February 24, 2022)
10. 44 #
Offer Letter, dated February March 3, 2023, by and between Americold Logistics, LLC and Scott Henderson (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 13, 2023)
10.32#
Offer Letter, dated July 24, 2023, by and between Americold Logistics, LLC and Bryan Verbarendse (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 28, 2023)
10. 46 #
Offer Letter, dated December 27, 2023, by and between Americold Logistics, LLC and Jay Wells (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 3, 2024 )
10. 47 #
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)
10.4 8 #
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)
10.4 9 #
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)
10. 50 #
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)
10. 51 #
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)
19.1
Americold Realty Trust, Inc. Insider Trading Policy*
21.1
List of Subsidiaries*
22.1
List of Subsidiary Guarantors (incorporated by reference to Exhibit 22.1 to Americold Realty Trust, Inc.’s Post-Effective Amendment No. 1 to Form S-3 Registration Statement (File No. 333-270664) filed on September 3, 2024)
23.1
Consent of Ernst & Young LLP*
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Americold Realty Trust, Inc.*
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Americold Realty Trust, Inc.*
32.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Americold Realty Trust, Inc.*
32.2
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Americold Realty Trust, Inc.*
97.1
Americold Realty Trust, Inc. Clawback Policy (incorporated by reference to Exhibit 97.1 to Americold Realty Trust’s Annual Report on Form 10-K filed on February 29, 2024)
101 The following financial statements of Americold Realty Trust’s Form 10-K for the year ended December 31, 2025, formatted in XBRL interactive data files: (i) Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024; (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.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Filed herewith.
# This document has been identified as a management contract or compensatory plan or arrangement.
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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Americold Realty Trust, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Americold Realty Trust, Inc. 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. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 26, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. 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 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
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 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. 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 warehouse reporting unit.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2010.
Atlanta, Georgia
February 26, 2026
F-2
Table of Contents
Americold Realty Trust, Inc. and Subsidiaries
Consolidated Balance Sheets
(In thousands, except shares and per share amounts)
December 31,
2025 2024
Assets
Property, buildings, and equipment:
Land $ 818,606 $ 806,981
Buildings and improvements 4,798,286 4,462,565
Machinery and equipment 1,612,744 1,598,502
Assets under construction 756,798 606,233
7,986,434 7,474,281
Accumulated depreciation ( 2,641,241 ) ( 2,453,597 )
Property, buildings, and equipment – net 5,345,193 5,020,684
Operating leases - net 179,935 222,294
Financing leases - net 157,936 104,216
Cash, cash equivalents, and restricted cash 136,863 47,652
Accounts receivable - net of allowance of $ 16,396 and $ 24,426 at December 31, 2025 and 2024, respectively
368,521 386,924
Identifiable intangible assets – net 819,494 838,660
Goodwill 828,335 784,042
Investments in and advances to partially owned entities 39,231 40,252
Other assets 246,090 291,230
Total assets $ 8,121,598 $ 7,735,954
Liabilities and Equity
Liabilities
Borrowings under revolving line of credit $ 332,111 $ 255,052
Accounts payable and accrued expenses 574,059 603,411
Senior unsecured notes and term loans - net of deferred financing costs of $ 16,001 and $ 13,882 at December 31, 2025 and 2024, respectively
3,792,123 3,031,462
Sale-leaseback financing obligations 42,352 79,001
Financing lease obligations 152,262 95,784
Operating lease obligations 179,965 219,099
Unearned revenues 20,169 21,979
Deferred tax liability - net 98,591 115,772
Other liabilities 7,953 7,389
Total liabilities 5,199,585 4,428,949
Commitments and contingencies ( Note 17 - Commitments and Contingencies )
Equity
Stockholders' equity:
Common stock, $ 0.01 par value per share – 500,000,000 authorized shares; 284,871,943 and 284,265,041 shares issued and outstanding at December 31, 2025 and 2024, respectively
2,848 2,842
Paid-in capital 5,664,195 5,646,879
Accumulated deficit and distributions in excess of net earnings ( 2,719,408 ) ( 2,341,654 )
Accumulated other comprehensive loss ( 63,190 ) ( 27,279 )
Total stockholders’ equity 2,884,445 3,280,788
Noncontrolling interests 37,568 26,217
Total equity 2,922,013 3,307,005
Total liabilities and equity $ 8,121,598 $ 7,735,954
See accompanying Notes to Consolidated Financial Statements.
F-3
Table of Contents
Americold Realty Trust, Inc. and Subsidiaries
Consolidated Statements of Operations
(In thousands, except per share amounts)
Years Ended December 31,
2025 2024 2023
Revenues:
Rent, storage, and warehouse services $ 2,377,116 $ 2,416,743 $ 2,391,089
Transportation services 188,230 209,129 239,670
Third-party managed services 36,500 40,669 42,570
Total revenues 2,601,846 2,666,541 2,673,329
Operating expenses:
Rent, storage, and warehouse services cost of operations 1,577,665 1,615,030 1,668,486
Transportation services cost of operations 156,984 172,606 197,630
Third-party managed services cost of operations 27,811 32,178 36,641
Depreciation and amortization 367,362 360,817 353,743
Selling, general, and administrative 269,474 255,118 226,786
Acquisition, cyber incident, and other, net 103,893 77,169 64,087
Impairment of indefinite and long-lived assets 47,099 33,126 236,515
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 (expense) income:
Interest expense ( 147,776 ) ( 135,323 ) ( 140,107 )
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 )
Loss from continuing operations before income taxes ( 135,733 ) ( 103,177 ) ( 328,089 )
Income tax (expense) benefit:
Current income tax ( 6,133 ) ( 4,782 ) ( 8,508 )
Deferred income tax 26,584 13,210 10,781
Total income tax benefit 20,451 8,428 2,273
Net loss:
Net loss from continuing operations ( 115,282 ) ( 94,749 ) ( 325,816 )
Loss from discontinued operations, net of tax — — ( 10,453 )
Net loss ( 115,282 ) ( 94,749 ) ( 336,269 )
Net loss attributable to noncontrolling interests ( 734 ) ( 436 ) ( 54 )
Net loss attributable to Americold Realty Trust, Inc. $ ( 114,548 ) $ ( 94,313 ) $ ( 336,215 )
Weighted average common stock outstanding – basic 285,742 284,782 275,773
Weighted average common stock outstanding – diluted 285,742 284,782 275,773
Net loss per common share from continuing operations - basic $ ( 0.40 ) $ ( 0.33 ) $ ( 1.18 )
Net loss per common share from discontinued operations - basic — — ( 0.04 )
Basic loss per share $ ( 0.40 ) $ ( 0.33 ) $ ( 1.22 )
Net loss per common share from continuing operations - diluted $ ( 0.40 ) $ ( 0.33 ) $ ( 1.18 )
Net loss per common share from discontinued operations - diluted — — ( 0.04 )
Diluted loss per share $ ( 0.40 ) $ ( 0.33 ) $ ( 1.22 )
See accompanying Notes to Consolidated Financial Statements.
F-4
Table of Contents
Americold Realty Trust, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Loss
(In thousands)
Years Ended December 31,
2025 2024 2023
Net loss $ ( 115,282 ) $ ( 94,749 ) $ ( 336,269 )
Other comprehensive income (loss) - net of tax:
Adjustment to accrued pension liability 12 515 ( 2,299 )
Unrealized net loss on foreign currency ( 22,865 ) ( 14,441 ) ( 4,937 )
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. ( 35,911 ) ( 10,639 ) ( 10,590 )
Other comprehensive (loss) income attributable to noncontrolling interests ( 236 ) ( 91 ) 108
Total comprehensive loss $ ( 151,429 ) $ ( 105,479 ) $ ( 346,751 )
See accompanying Notes to Consolidated Financial Statements.
F-5
Table of Contents
Americold Realty Trust, Inc. and Subsidiaries
Consolidated Statements of Equity
(In thousands, except shares)
Accumulated Deficit and Distributions in Excess of Net Earnings Accumulated Other Comprehensive Loss
Noncontrolling Interests in Operating Partnership
Common Stock Paid-in Capital
Number of Shares Par Value Total
Balance - December 31, 2024 284,265,041 $ 2,842 $ 5,646,879 $ ( 2,341,654 ) $ ( 27,279 ) $ 26,217 $ 3,307,005
Net loss — — — ( 114,548 ) — ( 734 ) ( 115,282 )
Other comprehensive loss — — — — ( 35,911 ) ( 236 ) ( 36,147 )
Distributions on common stock, restricted stock and OP units — — — ( 263,206 ) — ( 1,810 ) ( 265,016 )
Stock-based compensation expense — — 15,942 — — 14,248 30,190
Common stock issuance related to stock-based payment plans, net of shares withheld for employee taxes 515,913 5 ( 276 ) — — — ( 271 )
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 ) —
Balance - December 31, 2025 284,871,943 $ 2,848 $ 5,664,195 $ ( 2,719,408 ) $ ( 63,190 ) $ 37,568 $ 2,922,013
See accompanying Notes to Consolidated Financial Statements.
F-6
Table of Contents
Americold Realty Trust, Inc. and Subsidiaries
Consolidated Statements of Equity (Continued)
(In thousands, except shares)
Accumulated Deficit and Distributions in Excess of Net Earnings Accumulated Other Comprehensive Loss
Noncontrolling Interests in Operating Partnership
Common Stock Paid-in Capital
Number of Shares Par Value Total
Balance December 31, 2023 283,699,120 $ 2,837 $ 5,625,907 $ ( 1,995,975 ) $ ( 16,640 ) $ 18,458 $ 3,634,587
Net loss — — — ( 94,313 ) — ( 436 ) ( 94,749 )
Other comprehensive loss — — — — ( 10,639 ) ( 91 ) ( 10,730 )
Distributions on common stock, restricted stock and OP units — — — ( 251,366 ) — ( 1,221 ) ( 252,587 )
Stock-based compensation expense — — 17,742 — — 10,491 28,233
Common stock issuance related to stock-based payment plans, net of shares withheld for employee taxes 398,882 4 ( 822 ) — — — ( 818 )
Common stock issuance related to employee stock purchase plan 130,589 1 3,068 — — — 3,069
Conversion of OP units to common stock 36,450 — 984 — — ( 984 ) —
Balance - December 31, 2024 284,265,041 $ 2,842 $ 5,646,879 $ ( 2,341,654 ) $ ( 27,279 ) $ 26,217 $ 3,307,005
See accompanying Notes to Consolidated Financial Statements.
F-7
Table of Contents
Americold Realty Trust, Inc. and Subsidiaries
Consolidated Statements of Equity (Continued)
(In thousands, except shares)
Accumulated Deficit and Distributions in Excess of Net Earnings Accumulated Other Comprehensive Loss Noncontrolling Interests in Operating Partnership
Common Stock Paid-in Capital
Number of Shares Par Value Total
Balance December 31, 2022 269,814,956 $ 2,698 $ 5,191,969 $ ( 1,415,198 ) $ ( 6,050 ) $ 14,459 $ 3,787,878
Net loss — — — ( 336,215 ) — ( 54 ) ( 336,269 )
Other comprehensive (loss) income — — — — ( 10,590 ) 108 ( 10,482 )
Distributions on common stock, restricted stock and OP units — — — ( 244,562 ) — ( 804 ) ( 245,366 )
Stock-based compensation expense — — 16,403 — — 7,189 23,592
Common stock issuance related to stock-based payment plans, net of shares withheld for employee taxes 429,156 4 ( 427 ) — — — ( 423 )
Common stock issuance related to employee stock purchase plan 126,195 2 3,045 — — — 3,047
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
See accompanying Notes to Consolidated Financial Statements.
F-8
Table of Contents
Americold Realty Trust, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(In thousands)
Years Ended December 31,
2025 2024 2023
Operating activities:
Net loss $ ( 115,282 ) $ ( 94,749 ) $ ( 336,269 )
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization 367,362 360,817 353,743
Amortization of deferred financing costs and pension withdrawal liability 5,869 5,329 5,095
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
Stock-based compensation expense 30,190 28,233 23,592
Deferred income tax benefit ( 26,584 ) ( 13,210 ) ( 10,781 )
Provision for doubtful accounts receivable 5,112 7,633 6,422
Impairment of indefinite and long-lived assets 47,099 33,126 236,515
Impairment of related party loan receivable — — 21,972
Loss on put option — — 56,576
Loss on classification of Comfrio as held for sale — — 4,616
Non-cash operating lease expenses 37,925 42,751 42,841
Net loss (gain) from sale of real estate 44,324 ( 3,514 ) ( 2,254 )
Changes in operating assets and liabilities:
Accounts receivable 20,929 22,748 ( 2,748 )
Accounts payable and accrued expenses ( 17,044 ) 17,349 23,545
Other assets ( 22,230 ) ( 66,892 ) ( 49,635 )
Operating lease liabilities ( 36,835 ) ( 40,345 ) ( 37,605 )
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
Investing activities:
Additions to property, buildings and equipment ( 576,845 ) ( 309,458 ) ( 264,467 )
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, 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
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 )
Financing activities:
Distributions paid on common stock, restricted stock units and noncontrolling interests in OP ( 261,375 ) ( 252,119 ) ( 242,221 )
Proceeds from stock options exercised 2,864 2,828 2,952
Proceeds from employee stock purchase plan 1,577 3,069 3,047
Remittance of withholding taxes related to employee stock-based transactions ( 3,178 ) ( 3,646 ) ( 3,375 )
Proceeds from revolving line of credit 627,477 827,224 716,326
Repayment on revolving line of credit ( 572,000 ) ( 942,183 ) ( 832,519 )
Repayment of sale-leaseback financing obligations ( 4,250 ) ( 7,091 ) ( 17,891 )
Termination of sale-leaseback financing obligations ( 15,289 ) ( 190,954 ) —
Repayment of financing lease obligations ( 37,689 ) ( 37,921 ) ( 39,214 )
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 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 )
Cash, cash equivalents and restricted cash:
Beginning of period 47,652 60,392 53,063
End of period $ 136,863 $ 47,652 $ 60,392
See accompanying Notes to Consolidated Financial Statements.
F-9
Table of Contents
Americold Realty Trust, Inc. and Subsidiaries
Consolidated Statements of Cash Flows (Continued)
(In thousands)
Years Ended December 31,
2025 2024 2023
Supplemental disclosures of non-cash investing and financing activities:
Addition of property, buildings and equipment on accrual $ 40,753 $ 32,538 $ 34,034
Right-of-use assets obtained in exchange for lease obligations:
Operating leases
$ 24,614 $ 11,186 $ 6,244
Finance leases
$ 94,699 $ 38,989 $ 59,276
Supplemental disclosures of cash flows information:
Interest paid – net of amounts capitalized $ 138,449 $ 122,023 $ 134,513
Income taxes paid – net of refunds $ 5,851 $ 6,718 $ 5,828
As of December 31,
Allocation of purchase price of property, buildings, equipment, and other assets, net of cash acquired to: 2025 2024 2023
Land $ — $ — $ 15,551
Building and improvements — — 35,551
Machinery and equipment — — 14,430
Other assets and liabilities, net — — 239
Cash paid for acquisitions of property, buildings, equipment, and other assets, net
$ — $ — $ 65,771
As of December 31,
2025 2024 2023
Allocation of purchase price of business combinations, net of cash acquired to:
Land $ 9,990 $ — $ —
Buildings and improvements 41,460 — —
Machinery and equipment 19,281 — —
Goodwill 38,499 — —
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
Liabilities of discontinued operations - held for sale — — ( 86,085 )
Total consideration $ 108,448 $ — $ 46,653
(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.
F-10
Table of Contents
Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
1. Description of the Business
The Company
Americold Realty Trust, Inc. together with its subsidiaries including the Operating Partnership (as defined below) (“ART”, “Americold”, the “Company”, “us” or “we”) is a Maryland corporation that operates as a real estate investment trust (“REIT”) for U.S. federal income tax purposes. 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. (“the Operating Partnership”), and transferred substantially all of its interests in entities and associated assets and liabilities to the Operating Partnership. This structure is commonly referred to as an umbrella partnership REIT or an UPREIT structure. Americold Realty Trust, Inc. (“the REIT”) is the sole general partner of the Operating Partnership, owning 99 % of the common general partnership interests as of December 31, 2025. Americold Realty Operations, Inc., a Delaware corporation and wholly-owned subsidiary of the REIT, is a limited partner of the Operating Partnership, owning less than 1 % of the common general partnership interests as of December 31, 2025. Additionally, the aggregate partnership interests of all other limited partners was less than 0.1 % as of December 31, 2025. As the sole general partner of the Operating Partnership, the REIT has full, exclusive and complete responsibility and discretion in the day-to-day management and control of the Operating Partnership. The limited partners of the Operating Partnership do not have rights to replace Americold Realty Trust, Inc. as the general partner nor do they have participating rights, although they do have certain protective rights.
No limited partner shall be liable for any debts, liabilities, contracts or obligations of the Operating Partnership. A limited partner shall be liable to the Operating Partnership only to make payments of capital contribution, if any, as and when due. After a capital contribution is fully paid, no limited partner shall, except as otherwise may be legally required under Delaware law, be required to make any further contribution or other payments or lend any funds to the Operating Partnership.
The Company grants Operating Partnership Profit Units (“OP Units”) to certain members of the Board of Directors and certain members of management of the Company, which are described further in Note 14 - Stock-Based Compensation . These units represent noncontrolling interests in the Operating Partnership that are not owned by Americold Realty Trust, Inc.
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”).
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
F-11
Table of Contents
Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
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 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 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.
2. Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”). 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, 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. Intercompany balances and transactions have been eliminated. 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.
F-12
Table of Contents
Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of (1) assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and (2) revenues and expenses during the reporting period. Actual results could differ from those estimates.
Reclassifications
As further described in Note 3 - Business Combinations, Asset Acquisitions and Discontinued Operations to these Consolidated Financial Statements, the Comfrio business met the held for sale criteria upon acquisition in 2023 and as such is presented as discontinued operations. 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 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.
The Consolidated Statements of Cash Flows includes various reclassifications, all within cash provided by operating activities, to conform current and prior period presentation.
Property, Buildings and Equipment
Property, buildings and equipment is stated at cost, less accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful lives of the respective assets or, if less, the term of the underlying lease. Depreciation begins in the month an asset is placed into service. Useful lives range from 40 to 43 years for buildings, 5 to 20 years for building and land improvements, and 3 to 15 years for machinery and equipment. For the years ended December 31, 2025, 2024 and 2023, the Company recorded depreciation expense of $ 330.9 million, $ 324.4 million and $ 316.8 million, respectively. The Company periodically reviews the appropriateness of the estimated useful lives of its long-lived assets.
Costs of normal maintenance and repairs and minor replacements are charged to expense as incurred. 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 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.
F-13
Table of Contents
Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Impairment of Long-Lived Assets
The Company reviews its long-lived assets for impairment when events or changes in circumstances (such as decreases in operating income, sustained declines in current and future occupancy trends or changes in the Company’s plan to use assets) indicate that the carrying amounts may not be recoverable. A comparison is made of the expected future operating cash flows of the long-lived assets on an undiscounted basis to their carrying amounts.
If the carrying amounts of the long-lived assets exceed the sum of the expected future undiscounted cash flows, an impairment charge is recognized in an amount equal to the excess of the carrying amount over the estimated fair value of the long-lived assets, which the Company calculates based on projections of future cash flows and appraisals with significant unobservable inputs classified as Level 3 of the fair value hierarchy. 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, 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, 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
Project costs that are clearly associated with the development of properties are capitalized as incurred. Project costs include all costs directly associated with the development of a property, including construction costs, interest, and costs of personnel working on the project. Costs that do not clearly relate to the projects under development are not capitalized and are charged to expense as incurred.
Capitalization of costs begins when the activities necessary to get the development project ready for its intended use commence, which include costs incurred before the beginning of construction. Capitalization of costs ceases when the development project is substantially complete and ready for its intended use. We generally consider a development project to be substantially complete and ready for its intended use upon receipt of a certificate of occupancy. However, our automated equipment installed in our facilities could require capitalization of costs until the related equipment is considered fully operational. If and when development of a property is suspended pursuant to a formal change in the planned use of the property, we will evaluate whether the accumulated costs exceed the estimated value of the project and write off the amount of any such excess accumulated costs. For a development project that is suspended for reasons other than a formal change in the planned use of such property, the accumulated project costs are written off. Capitalized costs are allocated to the specific components of a project that are benefited.
F-14
Table of Contents
Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
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.
ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at commencement date based on the present value of the lease payments over the lease term, as adjusted for prepayments, incentives and initial direct costs. ROU assets are subsequently measured at the value of the remeasured lease liability, adjusted for the remaining balance of the following, as applicable: lease incentives, cumulative prepaid or accrued rent and unamortized initial direct costs. When available, we use the rate implicit in the lease to discount lease payments to present value; however, most of our leases do not provide a readily determinable implicit rate. Therefore, we must estimate our incremental borrowing rate to discount the lease payments based on information available at lease commencement. We generally determine our incremental borrowing rate based on the estimated rate of interest for a collateralized borrowing over a similar term of the lease payments at commencement date. 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. Our lease terms may include options to extend the lease when it is reasonably certain that we will exercise such options. The depreciable lives of assets are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Depreciation expense on assets acquired under financing leases is included in “Depreciation and amortization” on the accompanying Consolidated Statements of Operations. Amortization of leased assets classified as “Operating leases - net” on the accompanying Consolidated Balance Sheets is included within cost of operations for the respective segment the asset pertains to, or within “Selling, general, and administrative” for corporate assets on the accompanying Consolidated Statements of Operations. As with other long-lived assets, ROU assets are reviewed for impairment when events or change in circumstances indicate the carrying value may not be recoverable.
In reference to certain temperature-controlled warehouses where the Company is the lessee in an acquired business, below-market and above-market leases are amortized on a straight-line basis over the remaining lease terms in a manner that adjusts lease expense to the market rate in effect as of the acquisition date.
Operating leases are included in “Operating leases - net” and “Operating lease obligations” on our Consolidated Balance Sheets. Financing lease assets are included in “Financing leases - net” and “Financing lease obligations” on our Consolidated Balance Sheets.
F-15
Table of Contents
Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Arrangements wherein we are the lessor:
Each new lease contract is evaluated for classification as a sales-type lease, direct financing or operating lease. A lease is a sales-type lease if any one of five criteria are met, as outlined in ASC 842 each of which indicate the lease, in effect, transfers control of the underlying asset to the lessee. If none of those five criteria are met, but two additional criteria are both met, indicating we have transferred substantially all the risks and benefits of the underlying asset to the lessee and a third party, the lease is a direct financing lease. All leases that are not sales-type or direct financing leases are operating leases. We do not currently have any sales-type or direct financing leases.
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”. 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. Additionally, we elected a practical expedient to present all funds collected from lessees for sales and other similar taxes net of the related sales tax expense. Our lease contracts are structured in a manner to reduce risks associated with the residual value of leased assets.
Business Combinations and Asset Acquisitions
For business combinations, the excess of purchase price over the net fair value of assets acquired and liabilities assumed is recorded as goodwill. In an asset acquisition where we have determined that the cost incurred differs from the fair value of the net assets acquired, we assess whether we have appropriately determined the fair value of the assets and liabilities acquired and we also confirm that all identifiable assets have been appropriately identified and recognized. After completing this assessment, we allocate the difference on a relative fair value basis to all assets acquired except for financial assets (as defined in ASC 860, Transfers and Servicing ), deferred taxes, and assets defined as “current” (as defined in ASC 210, Balance Sheet ).
Whether the acquired business is being accounted for as a business combination or an asset acquisition, the determination of fair values of identifiable assets and liabilities requires estimates and the use of valuation techniques. Significant judgment is involved specifically in determining the estimated fair value of the acquired land and buildings and intangible assets. For intangible assets, we typically use the excess earnings method. Significant estimates that are more subjective and complex include the discount rate and operating margin. Significant estimates, although not necessarily highly subjective or complex, used in valuing intangible assets acquired in a business combination include, but are not limited to, revenue growth rates, customer attrition rates, operating costs, capital expenditures, tax rates and long-term growth rates. For buildings, we used a combination of methods including the cost approach to value buildings and the sales comparison approach to value the underlying land. Significant estimates used in valuing buildings and improvements acquired in a business combination include, but are not limited to, estimates of indirect costs and entrepreneurial profit, which were added to the replacement cost of the acquired assets in order to estimate their fair value in the market. Significant estimates used in valuing the land include, but are not limited to, estimating the price per acre of comparable market transactions.
F-16
Table of Contents
Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Identifiable Intangible Assets
Identifiable intangible assets consist of a trade name, customer relationships, in-place lease and assembled workforce.
The Company’s trade name asset is indefinite-lived, thus, it is not amortized. The Company evaluates the carrying value of its trade name 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 the trade name below its carrying amount. There were no impairments to the Company’s trade name for the years ended December 31, 2025, 2024 and 2023.
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. Total intangible assets 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 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 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 .
Goodwill
Goodwill represents the excess of the purchase price over the fair value of the identifiable assets and liabilities acquired in connection with business combinations. All acquisition-related goodwill balances are allocated amongst the Company’s reporting units based on the nature of the acquired operations that originally created the goodwill.
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 below its carrying amount. The Company may use both qualitative and quantitative approaches when testing goodwill for impairment. For selected reporting units where we use the qualitative approach, we perform a qualitative evaluation of events and circumstances impacting the reporting unit to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Based on that qualitative evaluation, if we determine it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, no further evaluation is necessary. Otherwise, we perform a quantitative impairment test. Alternatively, the Company may elect to proceed directly to the quantitative impairment test.
When quantitatively evaluating whether goodwill of a reporting unit is impaired, the Company compares the fair value of its reporting units to its carrying amounts, including goodwill. The assumptions used in the quantitative impairment test are estimates and use Level 3 inputs. 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 most impacted by the following inputs and
F-17
Table of Contents
Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
assumptions: revenue growth rates, operating costs and margins, capital expenditures, tax rates, long-term growth rate, and discount rates, which are affected by expectations about future market and economic conditions. The assumptions and inputs are based on risk-adjusted growth rates and discount factors accommodating multiple viewpoints that consider the full range of variability contemplated in the current and potential future economic situations. The market-based multiples approach assesses the financial performance and market values of other market-participant companies. If the estimated fair value of each of the reporting units exceeds the corresponding carrying value, no impairment of goodwill exists. 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, 2025 and 2024, the reporting units which had a goodwill balance included the following: North America warehouse, North America transportation, and Asia-Pacific warehouse. 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, 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. The estimation of the net present value of future cash flows was based upon varying economic assumptions, including assumptions such as revenue growth rates, operating costs and margins, capital expenditures, tax rates, long-term growth rates and discount rates. Of these assumptions, the discount rates were the most subjective and/or complex. 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 was no remaining goodwill related to the Europe warehouse reporting unit following this impairment.
Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents consist of cash on hand, demand deposits, and short-term liquid investments purchased with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value. Restricted cash relates to cash on deposit and cash restricted for the payment of certain cash on deposit for certain workers’ compensation programs and cash collateralization of certain rental and performance bonds.
Accounts Receivable
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
F-18
Table of Contents
Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
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.
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 and other adjustments Amounts written off, net of recoveries Balance at end of year
(In thousands)
Year ended December 31, 2025
$ 24,426 5,112 ( 1,153 ) ( 11,989 ) $ 16,396
Year ended December 31, 2024
$ 21,647 7,633 1,771 ( 6,625 ) $ 24,426
The Company records interest on delinquent billings in “Other, net” on the accompanying Consolidated Statements of Operations when collected.
Deferred Financing Costs
Direct financing costs are deferred and amortized over the terms of the related agreements as a component of “Interest expense” in the accompanying Consolidated Statements of Operations. 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 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.
Revenue Recognition
Revenues for the Company include rent, storage and warehouse services (collectively, Warehouse Revenues), transportation services (Transportation Revenues) and third-party managed services for locations or logistics services managed on behalf of customers (Third-Party Managed Revenues). The Company made an accounting policy election to exclude from the measurement of the transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the entity from a customer (e.g., sales, use, value added and some excise taxes).
Warehouse Revenues
The Company’s customer arrangements generally include rent, storage and service elements that are priced separately. Revenues from storage and handling are recognized over the period consistent with the transfer of the service to the customer. Revenues from warehouse services are recognized at the point in time the services are performed. Multiple contracts with a single counterparty are accounted for as separate arrangements.
F-19
Table of Contents
Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Transportation Revenues
The Company records transportation revenues and expenses upon delivery of the product. Since the Company is the principal in the arrangement of transportation services for its customers, revenues and expenses are presented on a gross basis.
Third-Party Managed Revenues
The Company provides management services for which the contract compensation arrangement includes: reimbursement of operating costs, management fees, and contingent performance-based fees (Managed Services). Managed Services fixed fees are recognized as revenues as the management services are performed ratably over the service period. Managed Services performance-based fees are recognized ratably over the service period based on the likelihood of achieving performance targets.
Cost reimbursements related to Managed Services arrangements are recognized as revenues as the services are performed and costs are incurred. Managed Services fees and related cost reimbursements are presented on a gross basis as the Company is the principal in the arrangement. Multiple contracts with a single counterparty are accounted for as separate arrangements.
Income Taxes
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. federal income tax purposes. Through cash dividends, the Company, for tax purposes, has distributed an amount equal to or greater than its REIT taxable income for the years ended December 31, 2025, 2024 and 2023. For all periods presented, the Company has met all the requirements to qualify as a REIT. Thus, no provision for federal income taxes was made for the years ended December 31, 2025, 2024 and 2023, except as needed for the Company’s U.S. Taxable REIT Subsidiaries (TRSs), and for the Company’s foreign entities. To qualify as a REIT, an entity cannot have at the end of any taxable year any undistributed earnings and profits that are attributable to a non-REIT taxable year (undistributed E&P). The Company believes that it had no undistributed E&P as of December 31, 2025. However, to the extent there is a determination (within the meaning of Section 852(e)(1)) of the Code that the Company has undistributed earnings and profits (as determined for U.S. federal income tax purposes) accumulated (or acquired from another entity) from any taxable year in which the Company (or any other entity that converts to a Qualified REIT Subsidiary (QRS) that was acquired during the year) was not a REIT or a QRS, the Company will take all necessary steps to permit the Company to avoid the loss of its REIT status, including, but not limited to: 1) within the 90-day period beginning on the date of the determination, making one or more qualified designated distributions (within the meaning of the Section 852(e)(2)) of the Code in an amount not less than such undistributed earnings and profits over the interest payable under section 852(e)(3) of the Code; and 2) timely paying to the IRS the interest payable under Section 852(e)(3) of the Code resulting from such a determination.
If the Company fails to qualify as a REIT in any taxable year, it will be subject to U.S. federal income taxes at regular corporate rates and may not be able to qualify as a REIT for the four subsequent taxable years. Even as a REIT, it may be subject to certain state and local income and franchise taxes, and to U.S. federal income and excise taxes on undistributed taxable income and on certain built-in gains.
F-20
Table of Contents
Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
The Company has elected TRS status for certain wholly-owned subsidiaries. This allows the Company to provide services at those consolidated subsidiaries that would otherwise be considered impermissible for REITs. Many of the foreign countries in which we have operations do not recognize REITs or do not grant REIT status under their respective tax laws to our entities that operate in their jurisdiction. Accordingly, the Company recognizes income tax expense for the U.S. federal and state income taxes incurred by the TRSs, taxes incurred in certain U.S. states and foreign jurisdictions, and interest and penalties associated with unrecognized tax benefit liabilities, as applicable.
Common share dividends are characterized for U.S. federal income tax purposes as ordinary income, qualified dividends, capital gains, non-taxable income return of capital, or a combination of the four. Common share dividends that exceed current and accumulated earnings and profits (calculated for tax purposes) constitute a return of capital rather than a dividend and generally reduce the stockholder’s basis in the common share. At the beginning of each year, we notify our stockholders of the taxability of the common share dividends paid during the preceding year. The payment of common share dividends is dependent upon our financial condition, operating results, and REIT distribution requirements and may be adjusted at the discretion of the Company’s Board of Directors. The composition of the Company’s distributions per common share for each year presented is as follows:
Common Shares
2025 2024 2023
Ordinary income
69 % 70 % 66 %
Capital gains
0 % 0 % 0 %
Return of capital
31 % 30 % 34 %
100 % 100 % 100 %
Taxable REIT Subsidiary
The Company has elected to treat certain of its wholly owned subsidiaries as TRSs. A TRS is subject to U.S. federal and state income taxes at regular corporate tax rates. Thus, income taxes for the Company’s TRSs are accounted for using the asset and liability method, under which deferred income taxes are recognized for (i) temporary differences between the financial reporting and tax bases of assets and liabilities and (ii) operating loss and tax credit carryforwards based on enacted tax rates expected to be in effect when such amounts are realized or settled.
The Company records a valuation allowance for deferred tax assets when it estimates that it is more likely than not that future taxable income will be insufficient to fully use a deduction or credit in a specific jurisdiction. In assessing the need for the recognition of a valuation allowance for deferred tax assets, we consider whether it is more likely than not that some portion, or all, of the deferred tax assets will not be realized and adjust the valuation allowance accordingly. We evaluate all significant available positive and negative evidence as part of our analysis. Negative evidence includes the existence of losses in recent years. Positive evidence includes the forecast of future taxable income by jurisdiction, tax-planning strategies that would result in the realization of deferred tax assets, reversal of existing deferred tax liabilities, and the presence of taxable income in prior carryback years. The underlying assumptions we use in forecasting future taxable income require significant judgment and take into account our recent performance. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which temporary differences are deductible or creditable.
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
F-21
Table of Contents
Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
probability threshold in accordance with ASC 740-10, Uncertain Tax Positions . The Company recognizes interest and penalties related to unrecognized tax benefits within “Income tax (expense) benefit” in the accompanying Consolidated Statements of Operations.
The Organization for Economic Co-operation and Development (“OECD”) has proposed a global minimum tax of 15% of reported profits (Pillar 2) that has been agreed upon in principle by over 140 countries. During 2023, many countries incorporated Pillar 2 model rules into their laws. The model rules provide a framework for applying the minimum tax and some countries have adopted Pillar 2 effective January 1, 2024; 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 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
The Company has defined benefit pension plans that cover certain union and nonunion associates. The Company also participates in multi-employer union defined benefit pension plans under collective bargaining agreements for certain union associates. The Company also has a post-retirement benefit plan to provide life insurance coverage to eligible retired associates. The Company also offers defined contribution plans to all of its eligible associates. Contributions to multi-employer union defined benefit pension plans are expensed as incurred, as are the Company’s contributions to the defined contribution plans. For the defined benefit pension plans and the post-retirement benefit plan, an asset or a liability is recorded in the Consolidated Balance Sheets equal to the funded status of the plan, which represents the difference between the fair value of the plan assets and the projected benefit obligation at the consolidated balance sheet date. 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 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, 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.
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Table of Contents
Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
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. 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, 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. 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. 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 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 loss on foreign currency” on the accompanying Consolidated Statements of Comprehensive Loss. Refer to Note 10 - Derivative Financial Instruments for further details.
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. 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.
F-23
Table of Contents
Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
In November 2024, the FASB ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”. This ASU requires an entity to disclose the amounts of employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption. It also requires an entity to include certain amounts that are already required to be disclosed under current GAAP in the same disclosure. Additionally, it requires an entity to disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and to disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The amendments in the ASU are effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted. 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. 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 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. 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.
3. 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.
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Table of Contents
Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Acquisitions Completed During 2023
Acquisition of Safeway
On October 5, 2023, the Company completed the acquisition of Safeway, which is a temperature-controlled warehouse located in Southern New Jersey for total consideration of $ 24.0 million. 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.
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.
Purchase of Comfrio Joint Venture
In connection with the 2020 Agro acquisition, the Company acquired 22 % of equity ownership in Comfrio. The remaining interests were held by the general partner and two minority shareholders. The JV agreement included a fair value call/put option which would allow the remaining 78 % interest in Comfrio to be either purchased by or sold to the Company through either the exercise of the Company’s call option or the exercise of the general partner’s put option. Once the exercise of the put was deemed probable, the Company remeasured the fair value of the put option, which resulted in a loss of $ 56.6 million. The fair value of the put option was determined using inputs classified as Level 3 within the fair value hierarchy. In April 2023, the two parties received regulatory approval from the Brazilian government, and the acquisition closed on May 30, 2023 (the “Acquisition Date”). Total consideration paid was $ 56.6 million, of which $ 46.7 million was funded during the year ended December 31, 2023. Prior to the Acquisition Date, the Company’s 22 % equity interest was accounted for as an equity method investment. 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.
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. The final fair values of the assets acquired and liabilities assumed 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 Comfrio. Given the financial condition of Comfrio, the Company, in collaboration with the third party valuation specialist, determined that the liquidation valuation approach was most appropriate to measure the fair value of the assets and liabilities of Comfrio. Accordingly, the Company determined the fair values of the assets and liabilities acquired based on what was determined to be recoverable if Comfrio were liquidated.
Upon acquisition, the Company committed to a plan to sell Comfrio in its present condition and initiated a program to locate a buyer and complete the disposition. As Comfrio was a newly acquired business that met the held-for-sale criteria upon acquisition, the Company classified the associated assets acquired and liabilities assumed as held for sale and the operations as discontinued operations. In August of 2023, the Company sold the assets and liabilities of Comfrio. The corresponding proceeds and gain related to the sale were insignificant.
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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)
Revenues $ 29,471
Operating expenses 32,088
Estimated costs of disposal 4,616
Loss from partial investment pre-acquisition 4,111
Gain from sale of Comfrio ( 1,082 )
Pre-tax loss ( 10,262 )
Income tax expense ( 191 )
Loss from discontinued operations, net of tax
$ ( 10,453 )
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.
4. 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 % Ownership Balance % Ownership Balance
(In thousands, except percentages)
Investment in SuperFrio Brazil — % $ — 14.99 % $ 22,498
Investment in RSA Dubai 49 % 15,629 49 % 5,296
Advances to RSA, including accrued interest 23,602 12,458
Total investment in and advances to RSA 39,231 17,754
Total investments in and advances to partially owned entities $ 39,231 $ 40,252
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 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. There were no material amounts contributed to the SuperFrio joint venture during 2025, 2024 and 2023.
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Notes to Consolidated Financial Statements
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 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 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. 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.
Comfrio Joint Venture
As a result of the Agro acquisition which closed on December 30, 2020, the Company acquired Agro’s 22 % share of ownership in Comfrio. 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
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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”). 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. 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.
5. Goodwill and Intangible Assets
The changes in the carrying amount of the Company’s goodwill by reportable segment for the years ended December 31, 2025 and 2024 are as follows:
Warehouse Transportation Total
(In thousands)
December 31, 2023 $ 749,653 $ 44,351 $ 794,004
Impact of foreign currency translation
( 9,962 ) — ( 9,962 )
December 31, 2024 739,691 44,351 784,042
Goodwill acquired
38,499 — 38,499
Impact of foreign currency translation
5,794 — 5,794
December 31, 2025 $ 783,984 $ 44,351 $ 828,335
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:
December 31, 2025 December 31, 2024
Intangible asset Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount
(In thousands)
Customer relationships $ 1,017,469 $ ( 213,136 ) $ 804,333 $ 996,419 $ ( 173,032 ) $ 823,387
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, 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.
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Notes to Consolidated Financial Statements
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.
6. Other Assets
Other assets as of December 31, 2025 and 2024 are as follows:
As of December 31,
2025 2024
(In thousands)
Capitalized costs related to Project Orion, net of accumulated amortization $ 82,953 $ 80,487
Prepaid assets 44,847 44,402
Reimbursement receivable 27,861 24,609
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
Total other assets
$ 246,090 $ 291,230
7. Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses as of December 31, 2025 and 2024 are as follows:
As of December 31,
2025 2024
(In thousands)
Trade payables $ 231,192 $ 221,641
Accrued payroll and employee benefits 76,183 90,513
Dividends payable 67,624 64,032
Accrued warehouse expenses 46,088 42,032
Accrued interest 39,739 36,222
Accrued workers' compensation expenses 36,404 35,944
Value added tax payable 3,432 18,947
Other accrued expenses 73,397 94,080
Total accounts payable and accrued expenses
$ 574,059 $ 603,411
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Notes to Consolidated Financial Statements
8. Acquisition, Cyber Incident, and Other, Net
The components of the charges included in “Acquisition, cyber incident, and other, net” in our Consolidated Statements of Operations are as follows:
Years Ended December 31,
2025 2024
2023
Acquisition, cyber incident, and other, net (In thousands)
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
Total acquisition, cyber incident, and other, net $ 103,893 $ 77,169 $ 64,087
(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.
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
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Notes to Consolidated Financial Statements
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.
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 16 -Employee Benefit Plans for additional information.
9. Debt
The following table reflects a summary of our outstanding indebtedness, at carrying amount, as of December 31, 2025 and 2024:
December 31, 2025 December 31, 2024
(In thousands)
Senior Unsecured Notes $ 2,730,980 $ 2,226,524
Senior Unsecured Term Loans 1,077,144 818,820
Senior Unsecured Revolving Credit Facility 332,111 255,052
Total principal amount of indebtedness $ 4,140,235 $ 3,300,396
Less: unamortized deferred financing costs
( 16,001 ) ( 13,882 )
Total indebtedness, net of deferred financing costs
$ 4,124,234 $ 3,286,514
The following table provides additional details of our Senior Unsecured Notes as of December 31, 2025 and 2024:
December 31, 2025 December 31, 2024
Stated Maturity Date Contractual Interest Rate Borrowing Currency Carrying Amount (USD) Borrowing Currency Carrying Amount (USD)
(In thousands, except percentages)
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
Private Series C Notes 01/2030 4.10 % $ 350,000 350,000 $ 350,000 350,000
Private Series D Notes 01/2031 1.62 % € 400,000 469,856 € 400,000 414,146
Private Series E Notes 01/2033 1.65 % € 350,000 411,124 € 350,000 362,378
Public 5.600 % Notes
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
(1) The Private Series A Unsecured Notes were repaid in full on the stated maturity date of January 8, 2026.
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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
Stated Maturity Date (1)
Contractual Interest Rate (2)
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 $ 375,000 375,000
Tranche A-2 01/2028 CORRA + 0.94 %
C$ 250,000 182,144 C$ 250,000 173,820
Delayed Draw Tranche A-3 01/2028 SOFR + 0.94 %
$ 270,000 270,000 $ 270,000 270,000
Total Senior Unsecured Term Loans
$ 1,077,144 $ 818,820
(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) Borrowing Currency Carrying Amount (USD)
(In thousands, except percentages)
U.S. dollar SOFR + 0.84 %
$ — $ — $ 14,000 $ 14,000
Australian dollar BBSW + 0.84 %
A$ 207,500 138,469 A$ 197,000 121,908
Canadian dollar CORRA + 0.84 %
C$ 98,000 71,400 C$ 35,000 24,335
Euro EURIBOR + 0.84 %
€ 70,500 82,812 € 70,500 72,993
New Zealand dollar BKBM + 0.84 %
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 (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
Private Series A, B, C, D, and E Notes
On November 6, 2018, we completed a debt private placement transaction consisting of (i) $ 200.0 million senior unsecured notes with a coupon of 4.68 % due January 8, 2026 (“Private Series A Notes”) and (ii) $ 400.0 million senior unsecured notes with a coupon of 4.86 % due January 8, 2029 (“Private Series B Notes”). Interest is payable on January 8 and July 8 of each year until maturity. The Private Series A Notes were fully repaid on January 8, 2026.
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Notes to Consolidated Financial Statements
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.
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 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. Any prepayment in full must include a make-whole amount, which is the discounted remaining scheduled payments due to the lender. The discount rate to be used is equal to 0.50 % plus the yield to maturity reported for the most recently actively traded U.S. Treasury Securities with a maturity equal to the remaining average life of the prepaid principal. The Company must give each lender at least 10 days written notice whenever it intends to prepay any portion of the debt. The notes are general unsecured senior obligations of the Operating Partnership and are guaranteed by the Company and certain subsidiaries of the Company.
If a change in control occurs for the Company, the Company must issue an offer to prepay the remaining portion of the debt to the lenders. The prepayment amount will be 100 % of the principal amount, as well as accrued and unpaid interest.
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 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;
• a maximum unsecured indebtedness to qualified assets ratio of less than 0.60 to 1.00 ;
• a maximum total secured indebtedness ratio of less than 0.40 to 1.00 ;
• a minimum fixed charge coverage ratio of greater than or equal to 1.50 to 1.00 ; and
• a minimum unsecured debt service ratio of greater than or equal to 2.00 to 1.00 .
As of December 31, 2025, the Company was in compliance with all debt covenants.
Public Senior Unsecured Notes
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
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Notes to Consolidated Financial Statements
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
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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 ;
• a maximum total secured indebtedness to total assets ratio of less than 0.40 to 1.00 ; and
• a minimum interest coverage ratio of not less than 1.50 to 1.00 .
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.
Term Loans
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
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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:
• 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; and
• 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, 2025, the Company was in compliance with all debt covenants.
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Notes to Consolidated Financial Statements
Aggregate Future Repayments of Indebtedness
The aggregate maturities of indebtedness as of December 31, 2025 for each of the next five years and thereafter, are as follows:
Years Ending December 31: (1)
(In thousands)
2026
$ 1,157,111
2027 —
2028 452,144
2029 400,000
2030 350,000
Thereafter
1,780,980
Total principal amount of indebtedness 4,140,235
Less: unamortized deferred financing costs (2)
( 16,001 )
Total indebtedness, net of deferred financing costs
$ 4,124,234
(1) $ 200.0 million of the debt listed to mature by December 31, 2026 represents the Senior Unsecured Private Series A Notes. These notes were repaid in full on the stated maturity date of January 8, 2026. $ 250.0 million of the debt listed to mature by December 31, 2026 represents the 2025 Term Loan. The terms of this agreement include an option for one six-month extension past the original contractual maturity date of June of 2026. $ 375.0 million of the debt listed to mature by December 31, 2026 represents the Senior Unsecured Term Loan A Facility Tranche A-1. The terms of this 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. The remaining $ 332.1 million listed to mature by December 31, 2026 represents outstanding borrowings on the Senior Unsecured Revolving Credit Facility. The terms of this agreement include an option for two six-month extensions past the contractual maturity date of August of 2026.
(2) Excludes unamortized deferred financing costs for the Senior Unsecured Revolving Credit Facility, which are recognized within “Other assets”.
10. Derivative Financial Instruments
Designated Non-derivative Financial Instruments
As of December 31, 2025, the Company designated A$ 207.5 million and € 820.5 million of debt and accrued interest as a hedge of its net investment in the respective international subsidiaries. As of December 31, 2024, the Company designated A$ 197.0 million and € 820.5 million of debt and accrued interest as a hedge of its net investment in the respective international subsidiaries. The remeasurement of these instruments is recorded in “Unrealized net loss on foreign currency” on the Consolidated Statements of Comprehensive Loss.
During the three months ended June 30, 2024, the Company determined that its previous designation of £ 78.0 million of debt and accrued interest as a hedge of its net investment in its United Kingdom-based subsidiary did not qualify for hedge accounting, and the cumulative foreign exchange gain associated with this transaction of $ 10.4 million, previously classified within “Accumulated other comprehensive loss” on the Consolidated Balance Sheets, was recorded as a Gain from removal of hedge designation within “Other, net” on the Consolidated Statements of Operations for the year ended December 31, 2024. The Company determined that the impacts of this adjustment were immaterial to the prior period interim and annual financial statements and disclosures. Furthermore, the Company fully paid off the balance of this revolving debt during the year ended December 31, 2024.
Refer to Note 18 - Accumulated Other Comprehensive Loss for additional details regarding the impact of the Company’s net investment hedges on AOCI for the years ended December 31, 2025, 2024 and 2023.
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Notes to Consolidated Financial Statements
Derivative Financial Instruments
The Company is subject to volatility in interest rates due to its variable-rate debt. To manage this risk, the Company periodically enters into interest rate swap agreements. These agreements involve the receipt of variable-rate amounts in exchange for fixed-rate interest payments over the life of the respective swap agreement without an exchange of the underlying notional amount. The Company’s objective for utilizing these derivative instruments is to reduce its exposure to fluctuations in cash flows due to changes in interest rates.
The following table includes the key provisions of the Company’s interest rate swap agreements as of December 31, 2025 and 2024:
Notional Fixed Base Interest Rate Swap Effective Date Expiration Date Asset Fair Value as of December 31, 2025
Liability Fair Value as of December 31, 2025
(In thousands)
$ 200 million
3.05 % 12/29/2023 7/30/2027 $ 736 $ —
$ 175 million
3.47 % 11/30/2022 7/30/2027 — 493
$ 270 million
3.05 % 11/01/2022 12/31/2027 1,170 —
C$ 250 million
3.59 % 9/23/2022 12/31/2027 — 2,910
Total $ 1,906 $ 3,403
Notional Fixed Base Interest Rate Swap Effective Date Expiration Date Asset Fair Value as of December 31, 2024
Liability Fair Value as of December 31, 2024
(In thousands)
$ 200 million
3.05 % 12/29/2023 7/30/2027 $ 4,651 $ —
$ 175 million
3.47 % 11/30/2022 7/30/2027 2,265 —
$ 270 million
3.05 % 11/01/2022 12/31/2027 7,225 —
C$ 250 million
3.59 % 9/23/2022 12/31/2027 — 3,021
Total $ 14,141 $ 3,021
In 2020, the Company terminated the two interest rate swaps related to the 2020 Senior Unsecured Credit Facility for a fee of $ 16.4 million, of which $ 8.7 million was recorded in “Accumulated other comprehensive loss” and was amortized to “Loss on debt extinguishment and termination of derivative instruments” through August 2024. The amortization of costs recognized on the Consolidated Statements of Operations from terminating these swaps was $ 1.0 million and $ 2.5 million during the years ended December 31, 2024 and 2023, respectively.
The Company is also subject to volatility in foreign exchange rates due to its foreign-currency denominated intercompany loans to certain international subsidiaries. To manage this risk, the Company periodically enters into cross-currency swap agreements. These agreements effectively mitigate the Company’s exposure to fluctuations in cash flows due to changes in foreign exchange rates. The Company had one outstanding intercompany loan balance of A$ 153.5 million that was hedged under a cross-currency swap agreement as of December 31, 2024 and during 2025. This agreement involved the receipt of fixed USD amounts in exchange for payment of fixed AUD amounts over the life of the respective intercompany loan. On December 23, 2025, the Company terminated the cross-currency swap agreement and received cash proceeds of approximately $ 8.2 million from the counterparty. The related intercompany loan was fully repaid on January 28, 2026. The Company previously had a cross-currency swap agreement that involved the receipt of fixed USD amounts in exchange for payment of fixed NZD amounts over the life of an intercompany loan balance of NZ$ 37.5 million, which matured on December 13, 2023.
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Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
In March 2025, in connection with the sale of the SuperFrio joint venture on April 30, 2025, as described in Note 4 - Investments in and Advances to Partially Owned Entities , the Company entered into a foreign currency forward contract designated as a net investment hedge of our net investment in our Brazilian subsidiary. The purpose of the hedge contract was to guarantee the repatriation of $ 27.0 million amidst any foreign currency fluctuation during the holding period that the Brazilian Real were held by our Brazilian subsidiary. The hedge contract net settled in July of 2025 requiring the Company to pay $ 1.5 million to the hedge counterparty, which resulted in net proceeds repatriated to the U.S. of $ 27.0 million.
For derivatives designated and that qualify as cash flow hedges, the gain or loss on the derivative instrument is recorded as “Unrealized net (loss) gain on cash flow hedges” on the Consolidated Statements of Comprehensive Loss and subsequently reclassified in the period(s) during which the hedged transaction affects earnings within the same income statement and related cash flow line items as the earnings effect of the hedged transaction. During the next twelve months, the Company estimates that an additional $ 0.1 million (inclusive of the treasury locks) will be reclassified as an increase to “Interest expense” and a corresponding decrease to operating cash flows.
The Company determines the fair value of its derivative instruments using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves, implied volatilities, foreign currency spot and forward rates. The fair values are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. Foreign currency spot, forward and cross-currency basis are also incorporated into the valuation of cross-currency swaps. These inputs are classified as Level 2 of the fair value hierarchy. Derivative asset balances are recorded on the accompanying Consolidated Balance Sheets within “Other assets” and derivative liability balances are recorded on the accompanying Consolidated Balance Sheets within “Accounts payable and accrued expenses”.
The following table presents the fair value of the Company’s designated derivative financial instruments as of December 31, 2025 and 2024:
Derivative Assets Derivative Liabilities
December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024
Designated derivatives (In thousands)
Foreign exchange contracts $ — $ 15,727 $ — $ —
Interest rate contracts 1,906 14,141 3,403 3,021
Total fair value of derivatives $ 1,906 $ 29,868 $ 3,403 $ 3,021
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Notes to Consolidated Financial Statements
The following tables present the effect of the Company’s designated derivative financial instruments on the accompanying Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023, including the impacts to Accumulated other comprehensive loss (“AOCI”):
Amount of Gain or (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives
Years Ended December 31,
2025 2024 2023
(In thousands)
Interest rate swaps $ ( 6,508 ) $ 17,431 $ 7,504
Treasury locks 1,292 — —
Foreign currency exchange forwards
( 1,493 ) — —
Cross-currency swap ( 9,018 ) 10,334 1,028
Total designated derivative financial instruments $ ( 15,727 ) $ 27,765 $ 8,532
Location of Gain or (Loss) Reclassified from AOCI into Earnings Amount of Gain or (Loss) to Earnings from AOCI Reclassifications
Years Ended December 31,
2025 2024 2023
(In thousands)
Interest rate swaps Interest expense $ 6,109 $ 15,574 $ 13,825
Interest rate swaps Loss on debt extinguishment and termination of derivative instruments (1)
— ( 973 ) ( 2,513 )
Treasury locks Interest expense 137 — —
Foreign currency exchange forwards
Foreign currency exchange loss, net ( 1,493 ) — —
Cross-currency swap Foreign currency exchange (loss) gain, net ( 7,762 ) 9,371 200
Cross-currency swap Interest expense 340 506 374
Total designated derivative financial instruments $ ( 2,669 ) $ 24,478 $ 11,886
(1) In conjunction with the termination of interest rate swaps in 2020, the Company recorded amounts in Accumulated other comprehensive loss that were reclassified as an adjustment to earnings over the term of the original hedges and respective borrowings. During the year ended December 31, 2024, the Company recorded an increase to “Loss on debt extinguishment and termination of derivative instruments” related to this transaction.
The Company’s derivatives are subject to master netting agreements. The impacts from offsetting were immaterial as of December 31, 2025 and there were no impacts from offsetting as of December 31, 2024.
As of December 31, 2025 and 2024, the Company has not posted any collateral related to these agreements. The Company has agreements with each of its derivative counterparties that contain a provision where the Company could be declared in default of its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company's default on the indebtedness.
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Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
11. Sale-Leasebacks of Real Estate
The Company has a series of leases accounted for as failed sale-leaseback financing obligations associated with long-lived real estate assets. These obligations are further detailed in the table below as of December 31, 2025 and 2024.
December 31, 2025 December 31, 2024
Facilities Maturity Interest Rate Balance Facilities Maturity Interest Rate Balance
(In thousands, except percentages)
1 warehouse – 2010
7/2030 10.34 % $ 15,089 1 warehouse – 2010
7/2030 10.34 % $ 15,872
1 facility - 2007 (Agro)
7/2031 10 % 22,540 3 facilities - 2007 (Agro)
7/2031 10 % 58,359
1 facility - 2013 (Agro)
12/2033 10 % 4,723 1 facility - 2013 (Agro)
12/2033 10 % 4,770
Total sale-leaseback financing obligations $ 42,352 $ 79,001
In connection with an acquisition completed in 2010, the Company assumed sale-leaseback agreements for 11 warehouses originally entered into in 2007 and accounted for them as failed sale leasebacks prospectively. During the year ended December 31, 2024, the Company purchased the 11 aforementioned warehouses. 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 recognized within “Loss on debt extinguishment and termination of derivative instruments” on the Consolidated Statements of Operations for the year ended December 31, 2024.
In September 2010, the Company entered into a transaction by which it assigned to an unrelated third party its fixed price “in the money” purchase option of $ 18.3 million on a warehouse it was leasing in Ontario, California. The purchase option was exercised in September 2010, and the Company simultaneously entered into a new 20 -year lease agreement with the new owner and received $ 1.0 million of consideration to use towards warehouse improvements. Under the terms of the new lease agreement, the Company will exercise control over the asset for more than 90 % of the asset’s remaining useful life, and it has a purchase option within the last six months of the initial lease term at 95 % of the fair market value as of the date such option is exercised. The transaction was accounted for as a financing obligation.
In connection with the acquisition of Agro Merchants Group (“Agro”) in December of 2020, the Company assumed four sale-leaseback facilities. Agro completed a sale-leaseback transaction for three of its warehouse facilities in 2007 that were accounted for as financing obligations. The initial term of the agreement was 20 years and was amended in 2011 to extend the term to 2031. The rent payments increase every five years by the lesser of 125 % of the cumulative increase in the Consumer Price Index (“CPI”) over the related five-year period or 9 %. Agro also completed a sale-leaseback transaction for one of its warehouse facilities in 2013 that was accounted for as a financing obligation. The initial term of the agreement is 20 years and includes six extension options, each for five-years . The rent payments increase every five years by the lesser of the cumulative increase in CPI over the related five-year period or 12 %. During the year ended December 31, 2025, the Company exited 2 facilities from the aforementioned Agro portfolio. These exits resulted in a $ 55.9 million loss, recognized within “Net loss (gain) from sale of real estate” on the Consolidated Statements of Operations for the year ended December 31, 2025.
As of December 31, 2025, future minimum lease payments, inclusive of certain obligations to be settled with the residual value of related long-lived assets upon expiration of the lease agreement, of the sale-leaseback financing obligations are as follows:
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Notes to Consolidated Financial Statements
Years Ending December 31:
(In thousands)
2026 $ 7,075
2027 7,416
2028 7,539
2029 7,700
2030 14,541
Thereafter
15,924
Total minimum payments
60,195
Interest portion
( 17,843 )
Present value of net minimum payments
$ 42,352
12. Lease Accounting
Arrangements wherein we are the lessee:
We have operating and finance leases for land, warehouses, offices, vehicles, and equipment with remaining lease terms ranging from 1 to 27 years. Many of our leases include one or more options to extend the lease term from 1 to 10 years that may be exercised at our sole discretion. Additionally, many of our leases for vehicles and equipment include options to purchase the underlying asset at or before expiration of the lease agreement. Rental payments are generally fixed over the term of the lease agreement with the exception of certain equipment leases for which the rental payment may vary based on usage of the asset. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.
As of December 31, 2025, the rights and obligations with respect to leases which have been signed but have not yet commenced are not material to our financial position or results of operations.
The components of lease expense were as follows:
Years Ended December 31,
2025 2024 2023
Components of lease expense:
(In thousands)
Operating lease cost (1)
$ 40,162 $ 44,883 $ 44,971
Financing lease cost:
Depreciation
36,077 31,642 26,129
Interest on lease liabilities
1,094 4,129 444
Sublease income
( 13,205 ) ( 17,573 ) ( 5,856 )
Net lease expense
$ 64,128 $ 63,081 $ 65,688
(1) Includes short-term lease and variable lease costs, which are immaterial.
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Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Other information related to leases is as follows:
Years Ended December 31,
2025 2024 2023
Supplemental Cash Flow Information
(In thousands)
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases
$ ( 30,833 ) $ ( 36,118 ) $ ( 35,510 )
Financing cash flows from finance leases
$ ( 37,689 ) $ ( 37,921 ) $ ( 39,214 )
Right-of-use assets obtained in exchange for lease obligations
Operating leases
$ 24,614 $ 11,186 $ 6,244
Finance leases
$ 94,699 $ 38,989 $ 59,276
Weighted-average remaining lease term (years)
Operating leases
9.7 9.9 10.6
Finance leases
3.7 3.3 3.9
Weighted-average discount rate
Operating leases
3.0 % 2.9 % 2.8 %
Finance leases
5.0 % 4.7 % 3.9 %
Future minimum lease payments under non-cancellable leases as of December 31, 2025 were as follows:
Years Ending December 31:
Operating Lease Payments Finance Lease Payments Total Lease Payments
(In thousands)
2026 $ 30,945 $ 49,347 $ 80,292
2027 26,506 44,735 71,241
2028 22,995 34,876 57,871
2029 18,781 22,928 41,709
2030 18,050 13,377 31,427
Thereafter 89,806 3,331 93,137
Total future minimum lease payments $ 207,083 $ 168,594 $ 375,677
Less: Interest ( 27,118 ) ( 16,332 ) ( 43,450 )
Total future minimum lease payments less interest $ 179,965 $ 152,262 $ 332,227
Arrangements wherein we are the lessor:
We receive lease income as the lessor for certain buildings and warehouses or space within a warehouse. The remaining term on existing leases ranges from 1 to 12 years. Lease income is generally fixed over the duration of the contract and each lease contract contains clauses permitting extension or termination. Lease incentives and options for purchase of the leased asset by the lessee are generally not included.
The Company is party to operating leases only and currently does not have sales-type or direct financing leases. Lease income is included within “Rent, storage, and warehouse services” in the accompanying Consolidated Statements of Operations as denoted in Note 22 - Revenue from Contracts with Customers .
Property, buildings and equipment underlying operating leases is included in “Land” and “Buildings and improvements” on the accompanying Consolidated Balance Sheets. The portion of these assets that are applicable
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Notes to Consolidated Financial Statements
to the operating leases where we are the lessor totaled $ 146.8 million and $ 107.8 million, for Land and Buildings and improvements, on a gross and net basis, respectively, as of December 31, 2025. The portion of these assets that are applicable to the operating leases where we are the lessor totaled $ 134.9 million and $ 102.0 million, for Land and Buildings and improvements, on a gross and net basis, respectively, as of December 31, 2024. Depreciation expense for such assets was $ 4.6 million, $ 4.8 million and $ 4.3 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Future minimum lease payments due from our customers on leases as of December 31, 2025 were as follows:
Years Ending December 31:
Operating Leases
(In thousands)
2026 $ 47,492
2027 36,995
2028 30,776
2029 17,444
2030 13,077
Thereafter 35,188
Total $ 180,972
13. Fair Value Measurements
The Company categorizes assets and liabilities that are recorded at fair values into one of three tiers based upon fair value hierarchy. These tiers include the following:
• Level 1 - Valuations based on quoted market prices in active markets for identical assets or liabilities;
• Level 2 - Valuations based on inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, model-based valuation techniques for which all significant assumptions are observable in the market, or other inputs that are observable or can be corroborated by observable market data;
• Level 3 - Valuations based on unobservable inputs that are not corroborated by market data.
The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses approximate their fair values due to the short-term maturities of the instruments.
The Company’s senior unsecured notes, and term loans are reported on the Consolidated Balance Sheets at their aggregate principal amount less unamortized deferred financing costs. The fair value, which is only disclosed in the footnote herein, of these financial instruments is estimated based on the present value of the expected coupon and principal payments using a discount rate that reflects the projected performance as of each valuation date. The inputs used to estimate the fair value of the Company’s senior unsecured notes and term loans are comprised of Level 2 inputs, including senior industrial commercial real estate loan spreads, trading data on comparable unsecured industrial REIT debt, corporate industrial loan indexes, risk-free interest rates, and Level 3 inputs, such as future coupon and principal payments, and projected future cash flows.
The Company’s financial assets and liabilities recorded at fair value on a recurring basis include derivative instruments. Refer to Note 10 - Derivative Financial Instruments for more information regarding valuation techniques of our derivative instruments.
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Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
There were no transfers between levels within the hierarchy for the years ended December 31, 2025 and 2024.
The Company’s assets and liabilities recorded at fair value on a non-recurring basis include long-lived assets when events or changes in circumstances indicate that the carrying amounts may not be recoverable. The Company estimates the fair values using unobservable inputs classified as Level 3 of the fair value hierarchy.
The Company’s assets and liabilities measured or disclosed at fair value are as follows:
Fair Value
Fair Value Hierarchy December 31, 2025 December 31, 2024
Measured at fair value on a recurring basis: (In thousands)
Interest rate swap assets Level 2 $ 1,906 $ 14,141
Interest rate swap liabilities Level 2 $ 3,403 $ 3,021
Cross-currency swap assets (Foreign exchange contracts) Level 2 $ — $ 15,727
Assets held by various pension plans:
Level 1 $ 24,234 $ 22,052
Level 2 $ 1,737 $ 4,010
Level 3 $ 1,290 $ 1,107
Measured at fair value on a non-recurring basis:
Certain previously impaired real estate assets Level 3 $ 20,885 $ 25,394
Disclosed at fair value:
Public 5.600% Notes (1)
Level 2 $ 404,334 $ —
Public 5.409% Notes (1)
Level 2 $ 489,960 $ 478,950
Senior Unsecured Notes (excluding Public 5.600 % Notes and Public 5.409 % Notes), Senior Unsecured Term Loans, and Senior Unsecured Revolving Credit Facility (1)
Level 3 $ 3,128,449 $ 2,660,494
(1) The carrying value of the Senior Unsecured Notes, Senior Unsecured Term Loans, and Senior Unsecured Revolving Credit Facility is disclosed in Note 9 - Deb t to these Consolidated Financial Statements.
14. Stock-Based Compensation
All share-based compensation cost is measured at the grant date, based on the estimated fair value of the award. The Company issues time-based and market or Company performance-based equity awards. Time-based awards subject to graded vesting and cliff vesting market or Company performance-based awards are recognized on a straight-line basis over the associates’ requisite service period, as adjusted for estimated forfeitures, and to ensure compensation costs recognized to date is at least equal to measured costs of the vested tranche, where applicable. The Company’s Board of Directors and certain members of management have the option to elect their annual grant in the form of either restricted stock units (“RSUs”) or OP units. The terms of the OP units mirror the terms of the restricted stock units granted in the respective period.
Aggregate stock-based compensation charges were $ 30.2 million, $ 28.2 million and $ 23.6 million during the years ended December 31, 2025, 2024 and 2023, respectively. Routine stock-based compensation expense is included as a component of “Selling, general, and administrative” expense on the accompanying Consolidated Statements of Operations. The non-routine stock compensation expense associated with certain employee awards is included within “Acquisition, cyber incident, and other, net” on the accompanying Consolidated Statements of Operations. As of December 31, 2025, there was $ 23.1 million of unrecognized stock‑based compensation expense related to RSUs and OP units, which will be recognized over a weighted-average period of 1.7 years.
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Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Americold Realty Trust 2010 Equity Incentive Plan
During December 2010, the Company and the common stockholders approved the Americold Realty Trust 2010 Equity Incentive Plan (“2010 Plan”), whereby the Company could issue stock options, stock appreciation rights, restricted stock, restricted stock units, stock bonus awards, and/or dividend equivalents with respect to the Company’s common stock, cash bonus awards, and/or performance compensation awards to certain eligible participants, as defined in the 2010 plan, based upon a reserved pool of 3,849,976 of the Company’s common stock. No additional awards may be granted under the 2010 Plan.
Americold Realty Trust 2017 Equity Incentive Plan
On January 4, 2018, the Company’s Board of Directors adopted the Americold Realty Trust 2017 Equity Incentive Plan (“2017 Plan”), which permits the grant of various forms of equity- and cash-based awards from a reserved pool of 9,000,000 shares of common stock of the Company. On January 17, 2018, the Company’s stockholders approved the 2017 Plan. Equity-based awards issued under the 2017 Plan have the rights to receive dividend equivalents on an accrual basis. Dividend equivalents for market performance-based awards are forfeitable in the event of termination for cause or when voluntary departure occurs during the vesting period and are otherwise, paid upon the vesting of the awards. Time-based awards have the right to receive nonforfeitable dividend equivalent distributions on unvested units throughout the vesting period. During 2025, the Company’s stockholders approved the Amended and Restated Americold Realty Trust 2017 Equity Incentive Plan (the “A&R Plan”). The A&R Plan (i) increased the number of shares reserved for issuance under the plan by 7,700,000 shares, (ii) increased the number of shares that may be covered by options that are designated as “incentive stock options” within the meaning of Section 422 of the Code by 7,700,000 shares, (iii) incorporate a one-year vesting requirement for all awards (provided, that up to five percent of the shares reserved for issuance may be issued pursuant to awards that do not comply with such minimum vesting period) and (iv) extend the scheduled expiration date of the 2017 Plan to the date that is ten years after shareholder approval of the A&R Plan.
All awards granted under the 2017 Plan dated on March 8, 2020 and thereafter include a retirement provision. The retirement provision allows that if a participant has either attained the age of 65, or has attained the age of 55 and has ten full years of service with the Company, and there are no facts, circumstances or events existing which would give the Company a basis to effect a termination of service for cause, then the award recipient is entitled to continued vesting of any outstanding equity-based awards which include the retirement provision. Should the participant choose to retire from the Company, the awards with the retirement provision would continue to vest. Accordingly, grants of time-based awards to an associate who has met the retirement criteria on or before the date of grant will be expensed at the date of grant. In addition, grants of time-based awards to associates who will meet the retirement criteria during the awards normal vesting period will be expensed between the date of grant and the date upon which the award recipient meets the retirement criteria. Time-based awards granted to recipients who meet the retirement criteria, and decide to retire, will continue vesting on the original vesting schedule as determined at grant date. A pro-rated portion of market-performance based awards granted to recipients who meet the retirement criteria will remain outstanding and eligible to vest based on actual performance through the last day of the performance period based on the number of days during the performance period that the recipient was employed.
Restricted Stock Units
Restricted stock units are nontransferable until vested. Prior to the issuance of a share of common stock, the grantees of restricted stock units are not entitled to vote the shares. Time-based restricted stock unit awards vest in equal annual increments over the vesting period. The grant date fair values for time-based restricted unit stock
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awards is equal to the closing market price of Americold Realty Trust, Inc. common stock on the grant date. Market performance-based restricted stock unit awards cliff vest upon the achievement of the performance target, as well as completion of the performance period.
The following table summarizes restricted stock unit grants by grantee type during the years ended December 31, 2025, 2024 and 2023:
Years Ended December 31,
Grantee Type Number of
Restricted Stock
Units Granted Vesting
Period Grant Date
Fair Value
(In thousands)
2025 Directors 20,248 1 year
$ 360
2025 Associates 919,850 1 - 3 years
$ 19,260
2024 Directors 13,834 1 year
$ 350
2024 Associates 839,166 1 - 3 years
$ 21,847
2023 Directors 12,036 1 year
$ 350
2023 Associates 634,109 1 - 3 years
$ 19,759
Restricted stock units granted for the year ended December 31, 2025 consisted of: (i) 20,248 time-based restricted stock units with a one-year vesting period issued to non-employee directors as part of their annual compensation (ii) 705,284 time-based graded vesting restricted stock units with vesting periods ranging from one to three years issued to certain associates in connection with the annual grant provided in March as well as other off-cycle awards during the year (iii) 60,434 market performance-based cliff vesting restricted stock units with a three-year vesting period issued to certain associates (iv) 33,312 performance-based restricted stock units issued as part of Project Orion grant with a vesting period of one year issued to certain associates and (v) 120,820 AFFO performance-based restricted stock units with a three-year vesting period issued to certain associates.
Restricted stock units granted for the year ended December 31, 2024 consisted of: (i) 13,834 time-based restricted stock units with a one-year vesting period issued to non-employee directors as part of their annual compensation (ii) 702,072 time-based graded vesting restricted stock units with vesting periods ranging from one to three years issued to certain associates in connection with the annual grant provided in March as well as other off-cycle awards during the year (iii) 135,630 market performance-based cliff vesting restricted stock units with a three-year vesting period issued to certain associates and (iv) 1,464 performance-based restricted stock units issued as part of Project Orion grant with a vesting period of one year .
Restricted stock units granted for the year ended December 31, 2023 consisted of: (i) 12,036 time-based restricted stock units with a one-year vesting period issued to non-employee directors as part of their annual compensation (ii) 456,017 time-based graded vesting restricted stock units with vesting periods ranging from one to three years issued to certain associates in connection with the annual grant provided in March as well as other off-cycle awards during the year (iii) 107,177 market performance-based cliff vesting restricted stock units with a three-year vesting period issued to certain associates and (iv) 70,915 performance-based restricted stock units issued as part of Project Orion grant with a vesting period of one to two years .
In January 2025, following the completion of the applicable market-performance period, the Compensation Committee determined that the 28.5th percentile was achieved for the 2022 awards and, accordingly, approximately 155,483 units vested on January 8, 2025, representing a vesting percentage of 57 %.
In January 2026, the Compensation Committee determined that the performance targets for the 2023 awards were not achieved; accordingly, no units vested in January 2026.
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The following table provides a summary of restricted stock unit activity under the 2010 and 2017 Plans for the year ended December 31, 2025:
Year Ended December 31, 2025
Restricted Stock Total number of Time-Based Restricted Stock Units, AFFO shares and Project Orion shares Aggregate Intrinsic Value (in millions) Number of Market Performance-Based Restricted Stock Units (1)
Aggregate Intrinsic Value (in millions)
Non-vested as of December 31, 2024
998,276 $ 21.4 309,045 $ 6.6
Granted
879,664 60,434
Performance adjustment (2)
( 7,910 ) ( 40,275 )
Vested
( 462,874 ) ( 53,370 )
Forfeited
( 120,351 ) ( 18,247 )
Non-vested as of December 31, 2025
1,286,805 $ 16.5 257,587 $ 3.3
Shares vested, but not released (3)
46,890 0.6 — —
Total outstanding restricted stock units
1,333,695 $ 17.1 257,587 $ 3.3
(1) The number of market performance-based restricted stock units granted are reflected within this table based upon the number of shares of common stock issuable upon achievement of the performance metric at target.
(2) Represents the decrease in the number of original performance units awarded based on the final performance criteria achievement at the end of the defined performance period.
(3) For certain vested restricted stock units, common stock issuance is contingent upon the first to occur of: (1) termination of service; (2) change in control; (3) death; or (4) disability, as defined in the 2010 Plan. Of these vested time-based restricted stock units 46,890 belong to an active member of the Board of Directors and the date of issuance is therefore unknown at this time. The weighted average grant date fair value of these units is $ 8.42 per unit . Holders of these certain vested restricted stock units are entitled to receive dividends, but are not entitled to vote until such stock is issued.
The weighted average grant date fair value of restricted stock units granted during years 2025, 2024, and 2023 was $ 20.87 , $ 26.02 and $ 31.12 per unit, respectively. During the year ended December 31, 2025 the weighted average grant date fair value of vested and converted restricted stock units was $ 27.21 and forfeited restricted stock units was $ 24.24 . The weighted average grant date fair value of non-vested restricted stock units was $ 22.13 and $ 27.56 per unit as of December 31, 2025 and 2024, respectively.
OP Units Activity
The following table summarizes OP unit grants under the 2017 Plan during the years ended December 31, 2025, 2024 and 2023:
Years Ended December 31,
Grantee Type Number of
OP Units Granted Vesting
Period Grant Date Fair Value
(In thousands)
2025 Directors 75,963 1 year
$ 1,285
2025 Associates 565,391 3 years
$ 12,012
2024 Directors 43,478 1 year
$ 1,100
2024 Associates 662,200 3 years
$ 16,969
2023 Directors 37,827 1 year
$ 1,100
2023 Associates 357,254 1 - 3 years
$ 11,917
OP units granted for the year ended December 31, 2025 consisted of: (i) 75,963 time-based OP units with a one-year vesting period issued to non-employee directors as part of their annual compensation (ii) 266,045 time-based
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graded vesting OP units with a three-year vesting period issued to certain associates in connection with the annual grant provided in March of 2025 as well as other off-cycle awards during the year (iii) 99,783 market performance-based cliff vesting OP units with a three-year vesting period issued to certain associates in connection with the annual grant provided in March of 2025 and (iv) 199,563 AFFO performance-based OP units with a three-year vesting period issued to certain associates.
OP units granted for the year ended December 31, 2024 consisted of: (i) 43,478 time-based OP units with a one-year vesting period issued to non-employee directors as part of their annual compensation (ii) 425,333 time-based graded vesting OP units with a three-year vesting period issued to certain associates in connection with the annual grant provided in March of 2024 as well as other off-cycle awards during the year and (iii) 236,867 market performance-based cliff vesting OP units with a three-year vesting period issued to certain associates in connection with the annual grant provided in March of 2024.
OP units granted for the year ended December 31, 2023 consisted of: (i) 37,827 time-based OP units with a one-year vesting period issued to non-employee directors as part of their annual compensation (ii) 163,694 time-based graded vesting OP units with various vesting periods ranging from one to three years issued to certain associates in connection with the annual grant provided in March of 2023 as well as other off-cycle awards during the year and (iii) 193,560 market performance-based cliff vesting OP units with a three-year vesting period issued to certain associates in connection with the annual grant provided in March of 2023.
The following table provides a summary of the OP unit activity under the 2017 Plan for the year ended December 31, 2025:
Year Ended December 31, 2025
OP Units Number of Time-Based OP Units and AFFO OP Units Aggregate Intrinsic Value (in millions) Number of Market Performance-Based OP Units Aggregate Intrinsic Value (in millions)
Non-vested as of December 31, 2024
562,985 $ 12.0 567,969 $ 12.2
Granted
541,571 99,783
Performance adjustment
— ( 77,033 )
Vested
( 242,746 ) ( 102,113 )
Forfeited
( 107,686 ) ( 117,788 )
Non-vested as of December 31, 2025
754,124 $ 9.7 370,818 $ 4.8
Shares vested, but not released
612,210 7.9 181,770 —
Total outstanding OP units
1,366,334 $ 17.6 552,588 $ 4.8
The OP units granted for the years ended December 31, 2025, 2024 and 2023 had an aggregate grant date fair value of $ 13.3 million , $ 18.1 million and $ 13.0 million , respectively. During the year ended December 31, 2025 the weighted average grant date fair value of vested OP units was $ 26.39 and forfeited OP units was $ 24.77 . The weighted average grant date fair value of non-vested OP units was $ 23.27 and $ 27.38 per unit as of December 31, 2025 and 2024, respectively.
Market Performance-Based Restricted Stock Units
During each of the years ended December 31, 2025, 2024, and 2023 , the Compensation Committee of the Board of Directors approved the annual grant of market performance-based restricted stock units under the 2017 Plan to associates of the Company. The awards utilize relative total stockholder return (“TSR”) over a three-year
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Notes to Consolidated Financial Statements
measurement period as the market performance metric. Awards will vest based on the Company’s TSR relative to the MSCI U.S. REIT Index (“RMZ”) over a three-year market performance period, or the Market Performance Period, commencing on January 1st of the grant year and ending on December 31st of the third year, as applicable (or, if earlier, ending on the date on which a change in control of the Company occurs), subject to continued services. Vesting with respect to the market condition is measured based on the difference between the Company’s TSR percentage and the TSR percentage of the RMZ, or the RMZ Relative Market Performance. In the event that the RMZ Relative Market Performance during the Market Performance Period is achieved at the “threshold,” “target” or “high” level as set forth below, the awards will become vested as to the market condition with respect to the percentage of RSUs, as applicable, set forth below:
Performance Level Thresholds RMZ Relative Market Performance Market Performance Vesting Percentage
High Level above 75 th percentile
200 %
Target Level 50 th percentile
100 %
Threshold Level 25 th percentile
50 %
Below Threshold Level below 25 th percentile
0 %
If the RMZ Relative Market Performance falls between the levels specified above, the percentage of the award that will vest with respect to the market condition will be determined using straight-line linear interpolation between such levels.
The fair values of the awards were measured using a Monte Carlo simulation to estimate the probability of the market vesting condition being satisfied. The Company’s achievement of the market vesting condition is contingent on its TSR over a three-year market performance period, relative to the total stock price. Monte Carlo simulation is well-accepted for pricing market based awards, where the number of shares that will vest depends on the future stock price movements. For each simulated path, the TSR is calculated at the end of the performance period and determines the vesting percentage based on achievement of the performance target. The fair value of the RSUs is the average discounted payout across all simulation paths. Assumptions used in the valuations are summarized as follows:
Award Date Expected Stock Price Volatility (1)
Risk-Free Interest Rate Dividend Yield (2)
2023 28 % 4.77 % N/A
2024 29 % 4.29 % N/A
2025 28 % 4.00 % N/A
(1) Volatility is based on historical stock price.
(2) Dividends are assumed to be reinvested and therefore not applicable.
Stock Options Activity
The following table provides a summary of option activity for the year ended December 31, 2025:
Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Terms (Years)
Outstanding as of December 31, 2024
67,998 $ 9.81 1.8
Exercised
( 23,000 ) 9.81
Outstanding as of December 31, 2025
44,998 $ 9.81 0.9
Exercisable as of December 31, 2025
44,998 $ 9.81 0.9
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Notes to Consolidated Financial Statements
All outstanding stock options were vested as of December 31, 2021. The total intrinsic value of options exercised for the years ended December 31, 2025, 2024 and 2023 was $ 0.1 million , $ 0.4 million, and $ 0.1 million, respectively.
15. Income Taxes
As discussed in Note 2 - Summary of Significant Accounting Policies , the Company operates in compliance with REIT requirements for federal income tax purposes. It is management’s intention to adhere to these requirements and maintain the Company’s REIT status. Most states where we operate conform to the federal rules recognizing REITs. The Operating Partnership is a regarded partnership under federal tax law, and the Operating Partnership’s accompanying Consolidated Financial Statements include the related provision balances for federal income taxes. A provision for taxes of the TRSs and of foreign branches of the REIT is included in our Consolidated Financial Statements.
The unremitted earnings and basis of certain foreign subsidiaries are indefinitely reinvested. If our plans change in the future or if we elect to repatriate the unremitted earnings of our foreign subsidiaries, we would be subject to additional income taxes which could result in a higher effective tax rate. With respect to the foreign subsidiaries owned directly or indirectly by the REIT or Operating Partnership, any unremitted earnings would not be subject to additional U.S. income tax because the REIT would distribute 100% of such earnings or would receive a participation exemption.
The GILTI provisions of the TCJA impose a tax on the income of certain foreign subsidiaries in excess of a specified return on tangible assets used by the foreign companies. The Company continues to account for the GILTI inclusion as a period cost and thus has not recorded any deferred tax liability associated with GILTI. There was no material taxable deemed dividend estimated or recorded for the Company for 2025, 2024 and 2023.
The international tax framework introduced by the OECD under its Pillar 2 initiative includes a global minimum tax of 15%. Legislation adopting these provisions has been enacted in certain jurisdictions where the Company operates and is effective for the Company's 2024 and 2025 year end. The Company has assessed this legislation, and the Pillar 2 provisions do not have a material impact on the Company’s tax expense.
The following is a summary of the loss from continuing operations before income taxes for the years ended December 31, 2025, 2024 and 2023 in the U.S. and foreign operations:
Years Ended December 31,
2025 2024 2023
Loss from continuing operations before income taxes
(In thousands)
U.S.
$ ( 87,139 ) $ ( 19,509 ) $ ( 35,662 )
Foreign
( 48,594 ) ( 83,668 ) ( 292,427 )
Total loss from continuing operations before income taxes
$ ( 135,733 ) $ ( 103,177 ) $ ( 328,089 )
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Notes to Consolidated Financial Statements
The benefit (expense) for income taxes from continuing operations for the years ended December 31, 2025, 2024 and 2023 is as follows:
Years Ended December 31,
2025 2024 2023
(In thousands)
Current:
U.S. federal
$ ( 286 ) $ 57 $ ( 9 )
State
( 560 ) ( 736 ) ( 3,318 )
Foreign
( 5,287 ) ( 4,103 ) ( 5,181 )
Total current income tax
( 6,133 ) ( 4,782 ) ( 8,508 )
Deferred:
U.S. federal
13,684 ( 4,615 ) ( 1,264 )
State
2,956 ( 1,524 ) 347
Foreign
9,944 19,349 11,698
Total deferred income tax
26,584 13,210 10,781
Total income tax benefit from continuing operations
$ 20,451 $ 8,428 $ 2,273
Income tax benefit attributable to loss from continuing operations before income taxes differs from the amounts computed by applying the U.S. statutory federal income tax rate of 21% to loss from continuing operations before income taxes.
The reconciliation between the statutory rate and reported amount for the year ended December 31, 2025 pursuant to the disclosure requirement of ASU 2023 -09 is as follows:
Year Ended December 31, 2025
Amount
(In thousands)
Percentage
Income taxes from continuing operations at the statutory rate $ 28,504 21.00 %
State Income taxes, net of federal income tax benefit (1)
2,446 1.80 %
Foreign Tax Effects:
Netherlands
Changes in Valuation Allowance ( 5,026 ) ( 3.70 ) %
Other (2)
2,426 1.79 %
Spain
Changes in Valuation Allowance ( 1,862 ) ( 1.37 ) %
Other 161 0.12 %
Other Foreign Jurisdictions ( 1,246 ) ( 0.92 ) %
Nontaxable or Nondeductible Items
Earnings from REIT - not subject to tax ( 22,089 ) ( 16.27 ) %
Equity awards ( 2,094 ) ( 1.54 ) %
Other ( 423 ) ( 0.31 ) %
Other Adjustments
Internal restructuring
19,536 14.39 %
Other 118 0.08 %
Total $ 20,451 15.07 %
(1) State and local taxes in New Jersey comprise the majority of this category.
(2) 5% threshold is met at the jurisdiction level in total, but not for any individual reconciling items of the same nature within that jurisdiction.
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Notes to Consolidated Financial Statements
Below is the reconciliation between the statutory rate and reported amount for the years ended December 31, 2024 and 2023 prior to the adoption of ASU 2023-09:
Years Ended December 31,
2024 2023
(In thousands)
Income tax benefit from continuing operations at statutory rates
$ 21,667 $ 68,899
Earnings from REIT - not subject to tax
( 7,683 ) ( 6,612 )
State income taxes, net of federal income tax benefit
( 2,488 ) ( 2,616 )
Foreign income taxed at different rates
2,622 11,432
Change in valuation allowance
( 5,523 ) ( 10,619 )
Goodwill Impairment — ( 57,436 )
Non-deductible expenses
( 2,188 ) ( 1,243 )
Other
2,021 468
Total
$ 8,428 $ 2,273
The tax effects of temporary differences that give rise to deferred tax assets and deferred tax liabilities as of December 31, 2025 and 2024 are as follows:
Years Ended December 31,
2025 2024
(In thousands)
Deferred tax assets:
Net operating loss and credits carryforwards
$ 79,168 $ 67,765
Accrued expenses
31,768 33,087
Share-based compensation
3,068 3,132
Lease obligations
23,284 14,244
Other assets
76 2,442
Total gross deferred tax assets
137,364 120,670
Less: valuation allowance
( 25,008 ) ( 14,430 )
Total net deferred tax assets
112,356 106,240
Deferred tax liabilities:
Intangible assets and goodwill
( 75,325 ) ( 71,420 )
Property, buildings and equipment
( 106,025 ) ( 132,646 )
Lease right-of-use assets
( 23,903 ) ( 14,479 )
Other liabilities
( 5,169 ) ( 3,315 )
Total gross deferred tax liabilities
( 210,422 ) ( 221,860 )
Net deferred tax liability
$ ( 98,066 ) $ ( 115,620 )
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Notes to Consolidated Financial Statements
Disclosed below is a summary of income taxes paid by jurisdiction pursuant to the disclosure requirements of ASU 2023-09 for the year ended December 31, 2025:
Year Ended December 31, 2025
(In thousands)
U.S. federal
$ 654
State
1,332
Foreign
3,865
Total
$ 5,851
Income tax paid (net of refund received) exceeds 5% of total income taxes paid (net of refunds) in the following jurisdictions:
State:
Texas
673
Foreign:
Argentina 528
Austria 752
Australia 1,057
Canada ( 317 )
New Zealand 1,723
As of December 31, 2025, the U.S. TRS has gross U.S. federal net operating loss carryforwards of approximately $ 30.9 million with no expiration, but can only be used to offset up to 80% of future taxable income annually. These losses are subject to an annual limitation under Internal Revenue Code (IRC) section 382 as a result of our IPO and a subsequent ownership change that occurred in March of 2019; however, the limitation should not impair the Company’s ability to utilize the losses. The Company has $ 78.7 million in REIT U.S. federal net operating loss carryforwards which were obtained through acquisitions. These losses are also subject to an annual limitation under IRC section 382; no deferred tax value has been recorded as they can only be used to reduce required distributions to stockholders, of which none has been used for this purpose.
The Company has gross state net operating loss carryforwards of approximately $ 36.9 million from its TRSs, of which $ 28.5 million will expire at various times between 2028 and 2045. The remaining $ 8.4 million was generated after 2017 and have no expiration.
The Company has gross foreign net operating loss carryforwards of approximately $ 144.1 million, of which $ 24.9 million will expire at various times between 2026 and 2041. The remaining $ 119.2 million can be carried forward indefinitely.
Annually we consider whether it is more-likely-than-not that the deferred tax assets will be realized. In making this assessment, we consider recent operating results, the expected scheduled reversal of deferred tax liabilities, projected future taxable benefits and tax planning strategies.
The Company’s policy is to accrue for interest and penalties related to unrecognized tax benefits as a component of income tax expense.
As of December 31, 2025, the Company is generally no longer subject to U.S. federal, state, local, or foreign examinations by tax authorities for years before 2020. However, for U.S. income tax purposes, the 2012, 2013, and 2016 remain open, to the extent that net operating losses were generated in those years and continue to be subject to adjustments from taxing authorities in the tax year they are utilized.
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Notes to Consolidated Financial Statements
16. Employee Benefit Plans
Defined Benefit Pension and Post-Retirement Plans
The Company has defined benefit pension plans that cover certain union and nonunion associates in the U.S. Benefits under these plans are based either on years of credited service and compensation during the years preceding retirement or on years of credited service and established monthly benefit levels. The Company also has a post-retirement plan that provides life insurance coverage to eligible retired associates (collectively, with the defined benefit plans, the U.S. Plans). The Company froze benefit accruals for the U.S. Plans for nonunion associates effective April 1, 2005, and these associates no longer earn additional pension benefits. The Company also has a defined benefit plan that covers certain associates in Australia and is referenced as the ‘Superannuation P lan’ and two defined benefit plans that cover certain associates in Austria resulting from the Agro acquisition which are referenced as the ‘Austria Plans’. The Company uses a December 31 measurement date for each plan.
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.
On May 20, 2025, the Company's Board of Directors approved a plan to effect the termination of the National Service-Related Pension Plan ("NSRPP") and the Company expects this termination to be finalized in 2026.
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Notes to Consolidated Financial Statements
Actuarial information regarding these plans is as follows:
2025
National
Service-Related Pension Plan (NSRPP) Other
Post-Retirement Benefits (OPRB) Superannuation Austria Plans Total
Change in benefit obligation:
Benefit obligation – January 1, 2025
$ ( 23,352 ) $ ( 474 ) $ ( 1,614 ) $ ( 2,090 ) ( 27,530 )
Service cost
— — ( 65 ) ( 88 ) ( 153 )
Interest cost
( 1,236 ) ( 20 ) ( 90 ) ( 64 ) ( 1,410 )
Actuarial (loss) gain
( 144 ) 7 ( 97 ) ( 20 ) ( 254 )
Benefits paid
1,376 — 582 130 2,088
Plan participants’ contributions
— — ( 16 ) — ( 16 )
Foreign currency translation gain
— — ( 136 ) ( 286 ) ( 422 )
Benefit obligation – end of year
$ ( 23,356 ) $ ( 487 ) $ ( 1,436 ) $ ( 2,418 ) $ ( 27,697 )
Change in plan assets:
Fair value of plan assets – January 1, 2025
$ 24,399 $ — $ 1,663 $ 1,107 $ 27,169
Actual return on plan assets
1,666 — 29 5 1,700
Employer contributions
— — 24 123 147
Benefits paid
( 1,376 ) — ( 562 ) ( 94 ) ( 2,032 )
Plan participants’ contributions
— — 16 — 16
Foreign currency translation loss
— — 112 149 261
Fair value of plan assets – end of year
24,689 — 1,282 1,290 27,261
Funded status
$ 1,333 $ ( 487 ) $ ( 154 ) $ ( 1,128 ) $ ( 436 )
Amounts recognized on the consolidated balance sheet as of December 31, 2025:
Pension and post-retirement asset (liability)
$ 1,333 $ ( 487 ) $ ( 154 ) $ ( 1,128 ) $ ( 436 )
Accumulated other comprehensive (income) loss
( 1,205 ) ( 73 ) 273 23 ( 982 )
Amounts in accumulated other comprehensive (income) loss consist of:
Net (gain) loss
$ ( 1,205 ) $ ( 73 ) $ 273 $ 23 $ ( 982 )
Other changes in plan assets and benefit obligations recognized in other comprehensive (income) loss:
Net (gain) loss
$ ( 362 ) $ ( 7 ) $ 200 $ ( 4 ) $ ( 173 )
Amortization of net gain
187 7 — 4 198
Amount recognized due to special event
— — ( 37 ) — ( 37 )
Foreign currency translation loss
— — 4 — 4
Effect of tax 45 — ( 49 ) — ( 4 )
Total recognized in other comprehensive (income) loss
$ ( 130 ) $ — $ 118 $ — $ ( 12 )
Information for plans with accumulated benefit obligation in excess of plan assets:
Projected benefit obligation
N/A $ 487 $ 1,436 $ 2,418 $ 4,341
Accumulated benefit obligation
N/A $ 487 $ 1,349 $ 2,155 $ 3,991
Fair value of plan assets
N/A $ — $ 1,282 $ 1,290 $ 2,572
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Notes to Consolidated Financial Statements
2024
National
Service-Related Pension Plan (NSRPP) Other
Post-Retirement Benefits (OPRB) Superannuation Austria Plans Total
Change in benefit obligation:
Benefit obligation – January 1, 2024
$ ( 27,138 ) $ ( 503 ) $ ( 1,559 ) $ ( 2,509 ) $ ( 31,709 )
Service cost
— — ( 44 ) ( 74 ) ( 118 )
Interest cost
( 1,262 ) ( 20 ) ( 74 ) ( 70 ) ( 1,426 )
Actuarial gain (loss)
1,610 16 ( 109 ) 274 1,791
Benefits paid
1,344 — 45 131 1,520
Plan participants’ contributions
— — ( 16 ) — ( 16 )
Foreign currency translation loss
— — 143 158 301
Effect of settlement
2,094 33 — — 2,127
Benefit obligation – end of year
$ ( 23,352 ) $ ( 474 ) $ ( 1,614 ) $ ( 2,090 ) $ ( 27,530 )
Change in plan assets:
Fair value of plan assets – January 1, 2024
$ 27,365 $ — $ 1,633 $ 1,314 $ 30,312
Actual return on plan assets
472 — 539 39 1,050
Employer contributions
— 33 — 134 167
Benefits paid
( 1,344 ) — ( 116 ) ( 41 ) ( 1,501 )
Effect of settlement
( 2,094 ) ( 33 ) — — ( 2,127 )
Plan participants’ contributions
— — 43 — 43
Foreign currency translation loss
— — ( 436 ) ( 66 ) ( 502 )
Others — — — ( 273 ) ( 273 )
Fair value of plan assets – end of year
24,399 — 1,663 1,107 27,169
Funded status
$ 1,047 $ ( 474 ) $ 49 $ ( 983 ) $ ( 361 )
Amounts recognized on the consolidated balance sheet as of December 31, 2024:
Pension and post-retirement asset (liability)
$ 1,047 $ ( 474 ) $ 49 $ ( 983 ) $ ( 361 )
Accumulated other comprehensive (income) loss
( 1,030 ) ( 74 ) 96 ( 307 ) $ ( 1,315 )
Amounts in accumulated other comprehensive (income) loss consist of:
Net (gain) loss
$ ( 1,030 ) $ ( 74 ) $ 96 $ ( 307 ) $ ( 1,315 )
Other changes in plan assets and benefit obligations recognized in other comprehensive loss (income):
Net (gain) loss
$ ( 700 ) $ ( 16 ) $ 13 $ 99 $ ( 604 )
Amortization of net loss (gain)
60 5 — ( 21 ) 44
Amount recognized due to special event
44 5 — — 49
Foreign currency translation gain
— — ( 4 ) — ( 4 )
Total recognized in other comprehensive (income) loss
$ ( 596 ) $ ( 6 ) $ 9 $ 78 $ ( 515 )
Information for plans with accumulated benefit obligation in excess of plan assets:
Projected benefit obligation
N/A $ 474 $ 1,614 $ 2,090 $ 4,178
Accumulated benefit obligation
N/A $ 474 $ 1,482 $ 1,833 $ 3,789
Fair value of plan assets
N/A $ — $ 1,663 $ 1,107 $ 2,770
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Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
The components of net period benefit cost for the years ended December 31, 2025, 2024 and 2023 are as follows:
December 31, 2025
Americold Retirement
Income Plan (ARIP) National
Service-Related Pension Plan (NSRPP) Other
Post-Retirement Benefits (OPRB) Superannuation Austria Plans Total
Components of net periodic benefit cost:
(In thousands)
Service cost
$ — $ — $ — $ 65 $ 88 $ 153
Interest cost
— 1,236 20 90 64 1,410
Expected return on plan assets
— ( 1,158 ) — ( 131 ) — ( 1,289 )
Amortization of net gain
— ( 187 ) ( 7 ) — ( 4 ) ( 198 )
Effect of settlement
— — — 37 — 37
Net pension benefit (income) cost
$ — $ ( 109 ) $ 13 $ 61 $ 148 $ 113
December 31, 2024
Americold Retirement
Income Plan (ARIP) National
Service-Related Pension Plan (NSRPP) Other
Post-Retirement Benefits (OPRB) Superannuation Austria Plans Total
Components of net periodic benefit cost:
(In thousands)
Service cost
$ — $ — $ — $ 44 $ 74 118
Interest cost
— 1,262 20 74 70 1,426
Expected return on plan assets
— ( 1,214 ) — ( 117 ) — ( 1,331 )
Amortization of net (gain) loss
— ( 60 ) ( 5 ) — 21 ( 44 )
Effect of settlement
— ( 44 ) ( 5 ) — — ( 49 )
Net pension benefit (income) cost
$ — $ ( 56 ) $ 10 $ 1 $ 165 $ 120
December 31, 2023
Americold Retirement
Income Plan (ARIP) National
Service-Related Pension Plan (NSRPP) Other
Post-Retirement Benefits (OPRB) Superannuation Austria Plans Total
Components of net periodic benefit cost:
(In thousands)
Service cost
$ — $ — $ — $ 48 $ 102 150
Interest cost
1,603 1,322 21 64 84 3,094
Expected return on plan assets
( 1,120 ) ( 1,285 ) — ( 69 ) — ( 2,474 )
Amortization of net loss (gain)
646 ( 77 ) ( 2 ) — 14 581
Effect of settlement
2,152 — — — — 2,152
Net pension benefit cost (income)
$ 3,281 $ ( 40 ) $ 19 $ 43 $ 200 $ 3,503
The service cost component of defined benefit pension cost and postretirement benefit cost are presented in “Selling, general, and administrative”, the effect of settlement of the ARIP in 2023 is reflected in “Acquisition, cyber incident, and other, net”, and all other components of net period benefit cost are presented in “Other, net” on the Consolidated Statements of Operations.
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Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
The Company recognizes all changes in the fair value of plan assets and net actuarial gains or losses at December 31 each year. Prior service costs and gains/losses are amortized based on a straight-line method over the average future service of members that are expected to receive benefits.
All actuarial gains/losses are exposed to amortization over an average future service period of 3.3 years for Other Post-Retirement Benefits, 5.0 years for Superannuation, and 4.0 years for Austria Plans as of December 31, 2025.
The weighted average assumptions used to determine benefit obligations and net period benefit costs for the years ended December 31, 2025, 2024 and 2023 are as follows:
December 31, 2025
ARIP NSRPP OPRB Superannuation Austria Plans
Weighted-average assumptions used to determine obligations (balance sheet):
Discount rate
N/A 5.35 % 4.40 % 5.40 % 3.81 %
Rate of compensation increase
N/A N/A N/A 3.50 % 3.00 %
Weighted-average assumptions used to determine net periodic benefit cost (statement of operations):
Discount rate
N/A 5.48 % 4.95 % 5.30 % 3.12 %
Expected return on plan assets
N/A 5.50 % N/A 7.50 % N/A
Rate of compensation increase
N/A N/A N/A 3.00 % N/A
December 31, 2024
ARIP NSRPP OPRB Superannuation Austria Plans
Weighted-average assumptions used to determine obligations (balance sheet):
Discount rate
N/A 5.48 % 4.95 % 5.30 % 3.12 %
Rate of compensation increase
N/A N/A N/A 3.00 % 3.00 %
Weighted-average assumptions used to determine net periodic benefit cost (statement of operations):
Discount rate
N/A 4.82 % 4.57 % 5.25 % 3.41 %
Expected return on plan assets
N/A 5.50 % N/A 7.50 % N/A
Rate of compensation increase
N/A N/A N/A 3.00 % N/A
December 31, 2023
ARIP NSRPP OPRB Superannuation Austria Plans
Weighted-average assumptions used to determine obligations (balance sheet):
Discount rate
N/A 4.90 % 4.57 % 5.25 % 3.41 %
Rate of compensation increase
N/A N/A N/A 3.00 % 3.00 %
Weighted-average assumptions used to determine net periodic benefit cost (statement of operations):
Discount rate
N/A 5.11 % 4.81 % 5.40 % 3.78 %
Expected return on plan assets
N/A 5.50 % N/A 5.00 % N/A
Rate of compensation increase
N/A N/A N/A 2.50 % N/A
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Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
The estimated net gain for the defined benefit plans in the U.S. that will be amortized from accumulated other comprehensive income into net periodic benefit cost during 2026 is less than $ 0.1 million. There are no estimated prior service costs associated with these plans to be amortized from accumulated other comprehensive income during 2026.
The estimated net loss for the Superannuation Plan or Austria Plans that will be amortized from accumulated other comprehensive income into net periodic benefit cost during 2026 are less than $ 0.1 million. The estimated prior service costs associated with these plans to be amortized from accumulated other comprehensive income during 2026 is nominal.
Plan Assets
The Company’s overall investment strategy is to achieve a mix of investments for long-term growth and near-term benefit payments. The Company invests in both U.S. and non-U.S. equity securities, fixed-income securities, and real estate. The Austria Plans’ assets are held in an insurance annuity contract, which is determined based on the cash surrender value of the insurance contract, with an independent insurance company. The contract is classified within level 3 of the valuation hierarchy. As of December 31, 2025, approximately 94 % of total plan assets are allocated to fixed-income securities. To develop the assumption for the long-term rate of return on assets, the Company considered the historical returns and the future expectations for returns for each asset class, as well as the target asset allocation of the U.S. Plans’ and Superannuation Plan’s assets, adjusted for expected contributions, distributions, administrative expenses and the effect of periodic rebalancing, consistent with the Company’s investment strategies. For 2026, the Company expects to receive a long-term rate of return of 7.3 % for the Superannuation Plan. All plans are invested to maximize the return on assets while minimizing risk by diversifying across a broad range of asset classes.
The fair values of the Company’s pension plan assets by category, are as follows:
December 31, 2025
Level 1 Level 2 Level 3 Total
Assets
(In thousands)
U.S. equities:
Large cap
$ — $ — $ — $ —
Fixed-income securities:
Money markets
— 455 — 455
U.S. bonds (1)
24,234 — — 24,234
Common/collective trusts
— 1,282 — 1,282
Other — — 1,290 1,290
Total assets
$ 24,234 $ 1,737 $ 1,290 $ 27,261
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Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2024
Level 1 Level 2 Level 3 Total
Assets
(In thousands)
U.S. equities:
Large cap
$ — $ 1,800 $ — $ 1,800
Fixed-income securities:
Money markets
— 124 — 124
U.S. bonds (1)
22,052 — — 22,052
Real estate (2)
— 423 — 423
Common/collective trusts
— 1,663 — 1,663
Other — — 1,107 1,107
Total assets
$ 22,052 $ 4,010 $ 1,107 $ 27,169
(1) Includes publicly traded funds which primarily hold debt and fixed-income securities.
(2) Includes funds in a separate account held by a regulated investment company that invest primarily in commercial real estate and includes mortgage loans which are backed by the associated properties. The Company can call the investment in these assets with no restrictions.
The U.S. Plans’ assets are in commingled funds that are valued using net asset values. The net asset values are based on the value of the underlying assets owned by the fund, minus its liabilities, and then divided by the number of shares outstanding. The pension assets are classified as Level 1 when the net asset values are based on a quoted price in an active market. The pension assets are classified as Level 2 when the net asset value is based on a quoted price on a private market that is not active and the underlying investments are traded on an active market. The pension assets are classified as Level 3 when fair value is determined using unobservable inputs. These unobservable inputs reflect the company’s own assumptions based on the best available information.
The Company expects to contribute an immaterial amount to certain plans during 2026 based on the expected funded status of the plans.
Estimated Future Benefit Payments
The following benefit payments, which reflect expected future services, as appropriate, are expected to be paid for all plans as of December 31, 2025:
Years Ending December 31:
(In thousands)
2026 $ 2,478
2027 2,087
2028 1,956
2029 2,069
2030 2,344
Thereafter 12,962
Total $ 23,896
Multi-Employer Plans
The Company contributes to a number of multi-employer benefit plans under the terms of collective bargaining agreements that cover union-represented associates. These plans generally provide for retirement, death, and/or termination benefits for eligible associates within the applicable collective bargaining units, based on specific eligibility/participation requirements, vesting periods, and benefit formulas. The risks of participating in these multi-employer plans are different from single-employer plans in the following aspects:
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Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
• Assets contributed to the multi-employer plan by one employer may be used to provide benefits to associates of other current or former participating employers.
• If a participating employer stops contributing to the multi-employer plan without paying its unfunded liability, the unfunded obligations of the plan may be borne by the remaining participating employers.
• If the Company chooses to cease participation in a multi-employer plan, such full withdrawal is subject to the payment of any unfunded liability applicable to the Company, referred to as a withdrawal liability. Additionally, such withdrawal is subject to collective bargaining.
The table below outlines the Company’s participation in multi-employer pension plans for the periods ended December 31, 2025, 2024 and 2023, and sets forth the contributions into each plan. The Company currently participates in certain of these plans in its Warehouse segment, and previously on behalf of a customer within its Third-Party Managed segment. Under the terms of the operating agreements, the contributions made to these funds were reimbursed to the Company by the customer as a pass-through cost within Third-party managed revenues. The approximate proportion of contributions to these plans on behalf of the customer is denoted below the table. The “EIN” column provides the Employer Identification Number (“EIN”). The most recent Pension Protection Act Zone Status available in 2025 relates to the plans’ most recent fiscal year-end. The zone status is based on information that we received from the plans’ administrators and is certified by each plan’s actuary. Among other factors, plans certified in the red zone are generally less than 65% funded, plans certified in the orange zone are (i) less than 80% funded and (ii) have an accumulated funding deficiency or are expected to have a deficiency in any of the next six plan years, plans certified in the yellow zone are less than 80% funded, and plans certified in the green zone are at least 80% funded. As of December 31, 2025, for the plans included in the table below with a Zone Status of Yellow, the fund has implemented a financial improvement plan (“FIP”), and for the plans with a Zone Status of Red, the fund has implemented a rehabilitation plan (“RP”).
The Company’s collective-bargained contributions satisfy the requirements of all implemented FIPs and RPs and do not currently require the payment of any surcharges. In addition, minimum contributions outside the agreed-upon contractual rate are not required. For the plans detailed in the following table, the expiration dates of the associated collective bargaining agreements range from 2025 through 2029. For all the plans detailed in the following table, the Company has not contributed more than 5% of the total plan contribution for 2025, 2024 and 2023.
The Company contributes to multi-employer plans that cover approximately 34 % of union associates as of December 31, 2025. Projected minimum contributions required for the upcoming fiscal year are approximately $ 3.6 million. The table below presents the amounts charged to expense within the Consolidated Statements of Operations for the Company’s contributions to the multi-employer plans for the years ended December 31, 2025, 2024 and 2023.
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Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Pension Fund EIN Zone Status Americold Contributions
2025 2024 2023
(In thousands)
Central Pension Fund of the International Union of Operating Engineers and Participating Employers (1)
36-6052390 Green $ 78 $ 64 $ 7
Central States SE & SW Areas Health and Welfare Pension Plans (2)
36-6044243 Red — — 3
New England Teamsters & Trucking Industry Pension Plan (3)
04-6372430 Red — — 592
Alternative New England Teamsters & Trucking Industry Pension Plan
04-6372430 Red 183 230 288
I.U.O.E Stationary Engineers Local 39 Pension Fund (2)
94-6118939 Green 101 114 138
Western Conference of Teamsters Pension Fund (2)(3)
91-6145047 Green 2,882 2,813 2,866
Minneapolis Food Distributing Industry Pension Plan (2)
41-6047047 Green 128 154 175
WWEC Local 863 Pension Fund 26-3541447 Yellow 40 38 3,127
Total Contributions $ 3,412 $ 3,413 $ 7,196
(1) The status information is for the plan’s year end at January 31, 2025 and 2024.
(2) The status information is for the plans’ year end at December 31, 2025 and 2024.
(3) The status information is for the plan’s year end at September 30, 2025 and 2024. The Company withdrew from the multi-employer plan on October 31, 2017. The related liability of $ 6.2 million as of December 31, 2025 is reflected in “Other liabilities” on the accompanying Consolidated Balance Sheets and will be repaid over the next 22 years.
Government-Sponsored Plans
The Company contributes to certain government-sponsored plans in Australia and Argentina. The amounts charged to expense recognized in Selling, general, and administrative expenses on the Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023 were $ 10.0 million, $ 9.1 million and $ 8.3 million, respectively.
Defined Contribution Plans
The Company has defined contribution employee benefit plans, which cover all eligible associates. The plans also allow contributions by plan participants in accordance with Section 401(k) of the IRC. The Company matches a percentage of each employee’s contributions consistent with the provisions of the plans. The aggregate cost of our contributions to the 401(k) plans charged to expense in Selling, general, and administrative expenses on the Consolidated Statements of Operations for each of the years ended December 31, 2025, 2024 and 2023 was $ 12.2 million, $ 11.8 million and $ 11.9 million, respectively.
Deferred Compensation
The Company has deferred compensation and supplemental retirement plan agreements with certain of its executives. The agreements provide for certain benefits at retirement or disability and also provide for survivor benefits in the event of death of the employee. The Company contribution amounts charged to expense relative to this plan were nominal for the years ended December 31, 2025, 2024 and 2023.
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Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
17. Commitments and Contingencies
Collective Bargaining Agreements
As of December 31, 2025, we employed approximately 12,690 people worldwide. As of December 31, 2025, approximately 23 % of our associates were represented by various local labor unions and associations. During 2026, the Company expects to renegotiate 9 collective bargaining agreements, which make up approximately 3 % of our associate population. The Company does not anticipate any workplace disruptions during this renegotiation process.
Legal Proceedings
In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company and its legal counsel evaluate the merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought. If the assessment of a contingency suggests that a loss is probable, and the amount can be reasonably estimated, then a loss is recorded.
In addition to any matters discussed herein, the Company may be subject to litigation and claims arising from the ordinary course of business. In the opinion of management, after consultation with legal counsel, the outcome of such matters is not expected to have a material impact on the Company’s financial condition, results of operations, or cash flows.
Environmental Matters
The Company is subject to a wide range of environmental laws and regulations in each of the locations in which the Company operates. Compliance with these requirements can involve significant capital and operating costs. Failure to comply with these requirements can result in civil or criminal fines or sanctions, claims for environmental damages, remediation obligations, the revocation of environmental permits, or restrictions on the Company’s operations.
The Company records accruals for environmental matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on current law and existing technologies. The Company adjusts these accruals periodically as assessment and remediation efforts progress or as additional technical or legal information become available. The Company had nominal amounts recorded as environmental liabilities in “Accounts payable and accrued expenses ” as of December 31, 2025 and 2024 on the Consolidated Balance Sheets. Most of the Company’s warehouses utilize ammonia as a refrigerant. Ammonia is classified as a hazardous chemical regulated by the Environmental Protection Agency, and an accident or significant release of ammonia from a warehouse could result in injuries, loss of life, and property damage. Future changes in applicable environmental laws or regulations, or in the interpretations of such laws and regulations, could negatively impact the Company. The Company believes it is in compliance with applicable environmental regulations in all material respects. Under various U.S. federal, state, and local environmental laws, a current or previous owner or operator of real estate may be liable for the entire cost of investigating, removing, and/or remediating hazardous or toxic substances on such property. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the contamination. Even if more than one person may have been responsible for the contamination, each person covered by the environmental laws may be held responsible for the entire clean-up cost. There were no material unrecorded contingent liabilities as of December 31, 2025 and 2024.
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Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Occupational Safety and Health Act (“OSHA”)
The Company’s warehouses located in the U.S. are subject to regulation under OSHA, which requires employers to provide associates with an environment free from hazards, such as exposure to toxic chemicals, excessive noise levels, mechanical dangers, heat or cold stress, and unsanitary conditions. The cost of complying with OSHA and similar laws enacted by states and other jurisdictions in which we operate can be substantial, and any failure to comply with these regulations could expose us to substantial penalties and potentially to liabilities to associates who may be injured at our warehouses. The Company records accruals for OSHA matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. The Company believes that it is in substantial compliance with all OSHA regulations and that no material unrecorded liabilities exist as of December 31, 2025 and 2024. Future changes in applicable environmental laws or regulations, or in the interpretation of such laws and regulations, could negatively impact the Company.
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Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
18. Accumulated Other Comprehensive Loss
The Company reports activity in Accumulated other comprehensive loss (“AOCI”) for foreign currency translation adjustments, including the translation adjustment for investments in partially owned entities, unrealized gains and losses on designated derivatives, and minimum pension liability adjustments (net of tax). The activity in AOCI for the years ended December 31, 2025, 2024 and 2023 is as follows:
Years Ended December 31,
2025 2024 2023
(In thousands)
Opening balance - accumulated other comprehensive loss $ ( 27,279 ) $ ( 16,640 ) $ ( 6,050 )
Pension and other postretirement benefits:
Balance at beginning of period, net of tax $ 898 $ 383 $ 2,682
Net gain (loss) arising during period 12 515 ( 2,299 )
Net gain (loss) on pension and other postretirement benefit 12 515 ( 2,299 )
Balance at end of period, net of tax $ 910 $ 898 $ 383
Foreign currency:
Balance at beginning of period, net of tax $ ( 46,028 ) $ ( 31,587 ) $ ( 26,650 )
Cumulative translation adjustment 100,489 ( 71,343 ) 26,956
Non-derivative net investment hedges (1)
( 124,147 ) 67,312 ( 31,893 )
Removal of hedge designation — ( 10,410 ) —
Derivative net investment hedge (1)
( 1,493 ) — —
Reclassification of derivative net investment hedge to earnings (1)
1,493 — —
Reclassification of accumulated CTA on SuperFrio sale proceeds ( 1,579 ) — —
Reclassification of CTA to earnings upon sale of partially owned entity 2,372 — —
Net loss on foreign currency translation ( 22,865 ) ( 14,441 ) ( 4,937 )
Balance at end of period, net of tax $ ( 68,893 ) $ ( 46,028 ) $ ( 31,587 )
Designated derivatives:
Balance at beginning of period, net of tax $ 17,851 $ 14,564 $ 17,918
Cash flow hedge derivatives (1)
( 14,234 ) 27,765 8,532
Net amount reclassified from AOCI to earnings (1)
1,176 ( 24,478 ) ( 11,886 )
Net (loss) gain on designated derivatives ( 13,058 ) 3,287 ( 3,354 )
Balance at end of period, net of tax 4,793 $ 17,851 $ 14,564
Closing balance - accumulated other comprehensive loss $ ( 63,190 ) $ ( 27,279 ) $ ( 16,640 )
(1) Refer to Note 10 - Derivative Financial Instruments for details of our derivative and designated non-derivative financial instruments, including the classification on the Consolidated Statements of Operations for items reclassified from AOCI to Net loss.
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Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
19. Geographic Concentrations
The following table provides long-lived and total assets by geography as of December 31, 2025 and 2024:
Long-Lived Assets Total Assets
December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024
(In thousands)
North America
$ 4,742,572 $ 4,560,688 $ 6,665,827 $ 6,408,763
Europe 636,092 580,737 856,392 811,717
Asia-Pacific
439,096 344,835 587,470 484,090
South America
6,149 25,611 11,909 31,384
Total
$ 5,823,909 $ 5,511,871 $ 8,121,598 $ 7,735,954
20. Segment Information
Our operating segments are aggregated into three reportable segments: Warehouse, Transportation, and Third-party managed.
• Warehouse. Our core business is our Warehouse segment, where we provide temperature-controlled warehouse storage and related handling and other warehouse services. We collect rent and storage fees to store customer’s frozen and perishable food and other products. Our handling services optimize our customer’s product movement through the cold chain, including placement, case-picking, blast freezing, e-commerce fulfillment, and other recurring handling services.
Significant Warehouse segment expenses include labor, power, other facilities costs, and other service costs.
Labor - Labor, the most significant part of warehouse expenses, covers wages, benefits, workers' compensation.
Power - The cost of power, also a significant cost of operations, fluctuates based on the price of power in the regions that our facilities operate and the required temperature zone or freezing required.
Other Facilities Costs - Other facilities costs include utilities other than power, property taxes and insurance, sanitation, repairs and maintenance, operating lease rent charges, security, and other related facilities costs.
Other Services Costs - Other services costs include equipment costs, warehouse consumables (e.g. shrink-wrap), employee protective equipment, warehouse administration and other related services costs.
• Transportation. In our Transportation segment, we broker, manage or operate transportation of frozen and perishable food and other products for our customers. Our services include consolidation ( i.e. , combining products for efficient shipment), freight under management services ( i.e. , arranging and overseeing transportation of customer inventory) and dedicated transportation, each designed to improve efficiency and reduce transportation and logistics costs to our customers.
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Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Transportation services cost of operations are primarily affected by third-party carrier costs, which are influenced by carrier factors like driver and equipment availability. In select markets, we use our drivers and assets, incurring costs like wages, fuel, tolls, insurance, and maintenance to operate these assets.
• Third-Party Managed. Under our Third-Party Managed segment, we manage warehouses on behalf of third parties and provide warehouse management services to leading food manufacturers and retailers in their owned facilities.
Third-party managed services cost of operations , which are recognized on a pass through basis, primarily consist of labor charges similar to those described above as a component of warehouse costs of operations.
The accounting policies used in the preparation of our reportable segments financial information are the same as those used in the preparation of our Consolidated Financial Statements. Our chief operating decision maker (“CODM”) is our Chief Executive Officer, who uses segment contribution to evaluate segment performance and to allocate resources. The CODM considers budget-to-actual variances on a monthly, quarterly, and annual basis using the segment profit or loss measure when making decisions about allocating capital and personnel to the segments. The CODM also uses the segment profit or loss measure to assess the performance for each segment by comparing the results and return on specific assets of within each segment with one another and industry competitors.
Segment contribution metrics help investors understand revenues, costs, and earnings among service types. Segment contribution is calculated as earnings before interest expense, taxes, depreciation and amortization, and excluding corporate Selling, general, and administrative expense; Acquisition, cyber incident, and other, net; Impairment of indefinite and long-lived assets; Net loss (gain) from sale of real estate and all components of non-operating other income and expense.
Selling, general, and administrative functions support all the business segments. Therefore, the related expense is not allocated to segments as the chief operating decision maker does not use it to evaluate segment performance and to allocate resources. Segment contribution is not a measurement of financial performance under U.S. GAAP and should not be considered an alternative to operating income. The Company has not disclosed assets by reportable segments, as asset information is not used by our chief operating decision maker to facilitate resource allocations.
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Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
The following table presents segment revenues, significant segment expenses and segment contribution with a reconciliation to Loss from continuing operations before income taxes for the years ended December 31, 2025, 2024 and 2023:
Years Ended December 31,
2025 2024 2023
(In thousands)
Segment revenues:
Warehouse $ 2,377,116 $ 2,416,743 $ 2,391,089
Transportation 188,230 209,129 239,670
Third-party managed 36,500 40,669 42,570
Total revenues 2,601,846 2,666,541 2,673,329
Significant Segment Expenses:
Warehouse:
Power 144,347 147,453 147,750
Other facilities costs 237,627 256,910 247,743
Labor 989,630 998,543 1,023,806
Other services costs 206,061 212,124 249,187
Total Warehouse Cost of Operations 1,577,665 1,615,030 1,668,486
Transportation services cost of operations 156,984 172,606 197,630
Third-party managed services cost of operations 27,811 32,178 36,641
Total segment expenses $ 1,762,460 $ 1,819,814 $ 1,902,757
Segment contribution:
Warehouse 799,451 801,713 722,603
Transportation 31,246 36,523 42,040
Third-party managed 8,689 8,491 5,929
Total segment contribution 839,386 846,727 770,572
Depreciation and amortization expense ( 367,362 ) ( 360,817 ) ( 353,743 )
Selling, general, and administrative expense ( 269,474 ) ( 255,118 ) ( 226,786 )
Acquisition, cyber incident, and other, net ( 103,893 ) ( 77,169 ) ( 64,087 )
Impairment of indefinite and long-lived assets ( 47,099 ) ( 33,126 ) ( 236,515 )
Net (loss) gain from sale of real estate ( 44,324 ) 3,514 2,254
Interest expense ( 147,776 ) ( 135,323 ) ( 140,107 )
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 )
Loss from continuing operations before income taxes $ ( 135,733 ) $ ( 103,177 ) $ ( 328,089 )
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Notes to Consolidated Financial Statements
21. Loss per Common Share
Basic loss per share and Diluted loss per share are calculated by dividing the Net loss attributable to common stockholders by the basic and diluted weighted-average common stock outstanding in the period, respectively, using the allocation method prescribed by the two-class method. The Company applies this method to compute earnings/loss per common share because it distributes non-forfeitable dividend equivalents on restricted stock units and Operating Partnership units granted to certain associates and non-employee directors who have the right to participate in the distribution of common dividends while the restricted stock units and Operating Partnership units are unvested.
A reconciliation of the basic and diluted weighted-average common stock outstanding for the years ended December 31, 2025, 2024 and 2023 is as follows:
Years Ended December 31,
2025 2024 2023
(In thousands)
Weighted average common stock outstanding – basic 285,742 284,782 275,773
Dilutive effect of stock-based awards — — —
Weighted average common stock outstanding – diluted 285,742 284,782 275,773
For the years ended December 31, 2025, 2024 and 2023, potential common stock under the treasury stock method and the if-converted method were antidilutive because the Company reported a Net loss for such periods. Consequently, the Company did not have any adjustments between Basic and Diluted loss per share related to stock-based awards for those periods.
The table below presents the number of antidilutive potential common shares that are not considered in the calculation of Diluted loss per share:
Years Ended December 31,
2025 2024 2023
(In thousands)
Employee stock options 25 54 83
Restricted stock units 831 488 406
Operating Partnership units
330 238 254
Total
1,186 780 743
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Notes to Consolidated Financial Statements
22. Revenue from Contracts with Customers
Disaggregated Revenues
The following tables represent a disaggregation of revenues from contracts with customers for the years ended December 31, 2025, 2024 and 2023 by segment and geographic region:
December 31, 2025
North America Europe Asia-Pacific South America Total
(In thousands)
Warehouse rent and storage
$ 807,545 $ 77,915 $ 76,879 $ 8,208 $ 970,547
Warehouse services
1,073,633 107,944 158,916 5,136 1,345,629
Transportation
90,151 47,277 48,054 2,748 188,230
Third-party managed
10,649 — 25,851 — 36,500
Total revenues (1)
1,981,978 233,136 309,700 16,092 2,540,906
Lease revenues (2)
55,850 3,034 2,056 — 60,940
Total revenues
$ 2,037,828 $ 236,170 $ 311,756 $ 16,092 $ 2,601,846
December 31, 2024
North America Europe Asia-Pacific South America Total
(In thousands)
Warehouse rent and storage
$ 840,571 $ 73,719 $ 75,037 $ 8,380 $ 997,707
Warehouse services
1,104,680 102,731 144,118 5,706 1,357,235
Transportation
108,015 59,122 39,169 2,823 209,129
Third-party managed
16,138 — 24,531 — 40,669
Total revenues (1)
2,069,404 235,572 282,855 16,909 2,604,740
Lease revenues (2)
54,107 5,320 2,374 — 61,801
Total revenues
$ 2,123,511 $ 240,892 $ 285,229 $ 16,909 $ 2,666,541
December 31, 2023
North America Europe Asia-Pacific South America Total
(In thousands)
Warehouse rent and storage
$ 889,285 $ 81,176 $ 71,438 $ 7,758 $ 1,049,657
Warehouse services
1,046,910 100,966 136,496 4,975 1,289,347
Transportation
125,755 76,631 34,718 2,566 239,670
Third-party managed
19,837 — 22,733 — 42,570
Total revenues (1)
2,081,787 258,773 265,385 15,299 2,621,244
Lease revenues (2)
43,672 5,850 2,563 — 52,085
Total revenues
$ 2,125,459 $ 264,623 $ 267,948 $ 15,299 $ 2,673,329
(1) Revenues are within the scope of ASC 606: Revenue From Contracts With Customers. Elements of contracts or arrangements that are in the scope of other standards (e.g., leases) are separated and accounted for under those standards.
(2) Revenues are within the scope of ASC 842: Leases .
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Notes to Consolidated Financial Statements
Performance Obligations
Substantially all of our revenues for warehouse storage and handling services, and management and incentive fees earned under third-party managed and other contracts are recognized over time as the customer benefits equally throughout the period until the contractual term expires. Typically, revenues are recognized over time using an input measure (e.g. passage of time). Revenues are recognized at a point in time upon delivery when the customer typically obtains control for most accessorial services, transportation services and reimbursed costs.
For arrangements containing non-cancellable contract terms, any variable consideration related to storage renewals or incremental handling charges above stated minimums are 100 % constrained and not included in the aggregate amount of the transaction price allocated to the unsatisfied performance obligations disclosed below, given the degree in difficulty in estimation. Payment terms are generally 0 - 30 days upon billing, which is typically monthly, either in advance or subsequent to the performance of services. The same payment terms typically apply for arrangements containing variable consideration.
The Company has no material warranties or obligations for allowances, refunds or other similar obligations.
At December 31, 2025, the Company had $ 1.4 billion of remaining unsatisfied performance obligations from contracts with customers subject to a non-cancellable term and within contracts that have an original expected duration exceeding one year. These obligations also do not include variable consideration beyond the non-cancellable term, which due to the inability to quantify by estimate, is fully constrained. The Company expects to recognize approximately 26 % of these remaining performance obligations as revenues in 2026, and the remaining 74 % to be recognized over a weighted average period of 12.4 years through 2042.
Contract Balances
The timing of revenue recognition, billings and cash collections results in accounts receivable (contract assets), and unearned revenues (contract liabilities) on the accompanying Consolidated Balance Sheets. Generally, billing occurs monthly, subsequent to revenue recognition, resulting in contract assets. However, the Company may bill and receive advances or deposits from customers, particularly on storage and handling services, before revenue is recognized, resulting in contract liabilities. These assets and liabilities are reported on the accompanying Consolidated Balance Sheets on a contract-by-contract basis at the end of each reporting period. Changes in the contract asset and liability balances during the year ended December 31, 2025, were not materially impacted by any other factors.
Receivables balances related to contracts with customers accounted for under ASC 606 were $ 360.2 million and $ 381.0 million at December 31, 2025 and 2024, respectively. All other trade receivable balances relate to contracts accounted for under ASC 842.
Balances in unearned revenues related to contracts with customers were $ 20.2 million and $ 22.0 million at December 31, 2025 and 2024, respectively. Substantially all revenues that were included in the contract liability balances at the beginning of 2025 and 2024 have been recognized as of December 31, 2025 and 2024, respectively, and represents revenues from the satisfaction of monthly storage and handling services with average inventory turns of approximately 30 days.
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Schedule III – Real Estate and Accumulated Depreciation
December 31, 2025
(In thousands of U.S. dollars, as applicable and unless noted)
Initial Costs Gross amount at which carried as of
December 31, 2025
Property Buildings Encumbrances Land Buildings and Improvements
Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total
(4) (6) (7) Accumulated Depreciation (1) (5) (6) (7) Date of Construction Date of Acquisition
US
401 Kentile, NJ 1 $ — $ 6,250 $ 21,644 $ 320 $ 6,254 $ 21,960 $ 28,214 $ ( 3,242 ) 2014 2020
501 Kentile, NJ 1 — 6,440 46,094 1,854 7,585 46,803 54,388 ( 7,891 ) 1989 2020
601 Kentile, NJ 1 — 8,160 47,277 1,693 8,160 48,970 57,130 ( 7,421 ) 1999 2020
Albertville, AL 1 — 1,251 12,385 2,163 1,381 14,418 15,799 ( 8,180 ) 1993 2008
Allentown, PA 2 — 5,780 47,807 94,133 7,361 140,359 147,720 ( 33,990 ) 1976 2008
Amarillo, TX 1 — 871 4,473 2,021 960 6,405 7,365 ( 3,788 ) 1973 2008
Anaheim, CA 1 — 9,509 16,810 4,643 9,534 21,428 30,962 ( 13,767 ) 1965 2009
Appleton, WI 1 — 200 5,022 12,050 916 16,356 17,272 ( 7,978 ) 1989 2009
Atlanta - Empire, GA 1 — 1,610 11,866 ( 13,476 ) — — — — 1959 2020
Atlanta - Gateway, GA 2 — 3,271 35,226 48,805 5,129 82,173 87,302 ( 19,174 ) 1972, 2022, 2023 2008
Atlanta - Pleasantdale, GA 1 — 11,960 70,814 ( 78,487 ) — 4,287 4,287 ( 2,403 ) 1963 2020
Atlanta - Skygate, GA 1 — 1,851 12,731 3,057 2,544 15,095 17,639 ( 7,191 ) 2001 2008
Atlanta - Southgate, GA 1 — 1,623 17,652 5,348 2,696 21,927 24,623 ( 10,862 ) 1996 2008
Atlanta - Tradewater, GA 1 — — 36,966 17,190 8,491 45,665 54,156 ( 18,644 ) 2004 2008
Atlanta - Westgate, GA 1 — 2,270 24,659 2,595 3,419 26,105 29,524 ( 15,162 ) 1990 2008
Atlanta, GA - Corporate — — — 365 45,427 — 45,792 45,792 ( 15,119 ) 1999/2014 2008
Augusta, GA 1 — 2,678 1,943 1,555 2,843 3,333 6,176 ( 2,427 ) 1971 2008
Babcock, WI 1 — 852 8,916 343 903 9,208 10,111 ( 4,357 ) 1999 2008
Baytown, TX 1 — 9,990 41,860 5 9,990 41,865 51,855 ( 1,106 ) 2022 2025
Belvidere-Imron, IL 1 — 2,000 11,989 8,604 3,207 19,386 22,593 ( 9,765 ) 1991 2009
Belvidere-Landmark, IL (Cross Dock) 1 — 1 2,117 527 5 2,640 2,645 ( 2,425 ) 1991 2009
Benson, NC 1 — 3,660 35,825 535 3,660 36,360 40,020 ( 8,630 ) 1997 2019
Benson Hodges, NC 1 — — 1,198 1,660 10 2,848 2,858 ( 871 ) 1985 2020
Birmingham, AL 1 — 1,002 957 3,080 1,282 3,757 5,039 ( 1,944 ) 1963 2008
Brea, CA 1 — 4,645 5,891 1,253 4,776 7,013 11,789 ( 4,130 ) 1975 2009
Bridgewater, NJ 1 — 6,350 13,472 525 6,537 13,810 20,347 ( 2,509 ) 1979 2020
Brighton (Denver 2), CO 1 — 3,933 33,913 1,081 3,936 34,991 38,927 ( 4,459 ) 2021 2021
Brooklyn Park, MN 1 — 1,600 8,951 2,507 1,600 11,458 13,058 ( 6,667 ) 1986 2009
Burley, ID 2 — — 16,136 6,058 219 21,975 22,194 ( 18,924 ) 1959 2008
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Schedule III – Real Estate and Accumulated Depreciation
December 31, 2025
(In thousands of U.S. dollars, as applicable and unless noted)
Initial Costs Gross amount at which carried as of
December 31, 2025
Property Buildings Encumbrances Land Buildings and Improvements
Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total
(4) (6) (7) Accumulated Depreciation (1) (5) (6) (7) Date of Construction Date of Acquisition
Burlington, WA 3 — 694 6,108 4,730 1,143 10,389 11,532 ( 5,759 ) 1965 2008
Carson, CA 1 — 9,100 13,731 2,274 9,152 15,953 25,105 ( 7,828 ) 2002 2009
Cartersville, GA 1 — 1,500 8,505 3,305 1,751 11,559 13,310 ( 6,106 ) 1996 2009
Carthage Warehouse Dist, MO 1 — 61,445 33,880 10,266 63,111 42,480 105,591 ( 28,051 ) 1972 2008
Chambersburg, PA 1 — 1,368 15,868 1,024 1,389 16,871 18,260 ( 4,551 ) 1994 2019
Charlotte, NC 1 — — 1,160 573 — 1,733 1,733 ( 609 ) 1988 2020
Chesapeake, VA 1 — 2,740 13,452 20,405 3,001 33,596 36,597 ( 7,296 ) 1991 2019
Chillicothe, MO 1 — 670 44,905 430 670 45,335 46,005 ( 9,830 ) 1999 2019
City of Industry, CA 2 — — 1,455 2,887 257 4,085 4,342 ( 3,970 ) 1962 2009
Clearfield, UT 2 — 3,687 36,514 10,853 3,810 47,244 51,054 ( 20,415 ) 1973 2008
Columbia, SC 1 — 768 1,429 1,542 904 2,835 3,739 ( 1,835 ) 1971 2008
Columbus, OH 1 — 2,440 38,939 7,365 2,908 45,836 48,744 ( 8,871 ) 1996 2019
Connell, WA 1 — 497 8,728 1,464 570 10,119 10,689 ( 5,780 ) 1969 2008
Dallas (Catron), TX 1 — 1,468 14,385 14,448 3,380 26,921 30,301 ( 13,380 ) 1994 2009
Delhi, LA 1 — 539 12,228 715 587 12,895 13,482 ( 10,348 ) 2010 2010
Dominguez Hills, CA 1 — 11,149 10,894 3,975 11,162 14,856 26,018 ( 7,934 ) 1989 2009
Douglas, GA 1 — 400 2,080 4,979 486 6,973 7,459 ( 2,790 ) 1969 2009
Dunkirk, NY 1 — 1,465 27,379 1,965 1,465 29,344 30,809 ( 3,884 ) 2022 2022
Eagan, MN 1 — 6,050 49,441 825 6,094 50,222 56,316 ( 10,895 ) 1964 2019
East Dubuque, IL 1 — 722 13,764 1,719 768 15,437 16,205 ( 7,094 ) 1993 2008
Fairfield, OH 1 — 1,880 20,849 882 1,880 21,731 23,611 ( 5,260 ) 1993 2019
Fairmont, MN 1 — 1,650 13,738 135 1,682 13,841 15,523 ( 3,141 ) 1968 2019
Fairmont City, IL 1 — 2,430 9,087 1,310 2,451 10,376 12,827 ( 1,790 ) 1971 2021
Forest, MS 1 — — 733 1,753 10 2,476 2,486 ( 741 ) 1990 2020
Fort Dodge, IA 1 — 1,022 7,162 1,412 1,226 8,370 9,596 ( 4,847 ) 1979 2008
Fort Smith, AR 2 — 308 2,231 3,019 342 5,216 5,558 ( 2,536 ) 1958 2008
Fort Smith (Hwy 45), AR CL 1 — 2,245 51,998 1,004 2,906 52,341 55,247 ( 11,510 ) 1987 2019
Fremont, NE 1 — 629 3,109 6,738 691 9,785 10,476 ( 6,480 ) 1968 2008
Fort Worth-Blue Mound, TX 1 — 1,700 5,055 1,903 1,717 6,941 8,658 ( 3,374 ) 1995 2009
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Schedule III – Real Estate and Accumulated Depreciation
December 31, 2025
(In thousands of U.S. dollars, as applicable and unless noted)
Initial Costs Gross amount at which carried as of
December 31, 2025
Property Buildings Encumbrances Land Buildings and Improvements
Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total
(4) (6) (7) Accumulated Depreciation (1) (5) (6) (7) Date of Construction Date of Acquisition
Ft. Worth, TX (Meacham) 1 — 5,610 24,686 5,572 6,233 29,635 35,868 ( 16,130 ) 2005 2008
Ft. Worth, TX (Railhead) 1 — 1,857 8,536 2,447 2,175 10,665 12,840 ( 5,561 ) 1998 2008
Fort Worth-Samuels, TX 2 — 1,985 13,447 7,108 2,884 19,656 22,540 ( 10,715 ) 1977 2009
Gadsden, AL 1 — 100 9,820 ( 93 ) 388 9,439 9,827 ( 5,784 ) 1991 2013
Gaffney, SC 1 — 1,000 3,263 789 1,237 3,815 5,052 ( 2,112 ) 1995 2008
Gainesville, GA 1 — 400 5,704 2,122 434 7,792 8,226 ( 4,269 ) 1989 2009
Gainesville Candler, GA 1 — 716 3,258 1,523 799 4,698 5,497 ( 1,734 ) 1995 2019
Garden City, KS 1 — 446 4,721 3,316 446 8,037 8,483 ( 3,780 ) 1980 2008
Geneva Lakes, WI 1 — 1,579 36,020 5,426 2,660 40,365 43,025 ( 19,437 ) 1991 2009
Gloucester - Rogers, MA 1 — 1,683 3,675 8,163 1,835 11,686 13,521 ( 4,522 ) 1967 2008
Gloucester - Rowe, MA 1 — 1,146 2,833 14,423 1,766 16,636 18,402 ( 7,574 ) 1955 2008
Gouldsboro, PA 1 — 4,224 29,473 4,106 5,400 32,403 37,803 ( 15,261 ) 2006 2009
Goldsboro Commerce, PA 1 — — 594 1,486 98 1,982 2,080 ( 642 ) 1995 2020
Grand Island, NE 1 — 430 6,542 5,175 530 11,617 12,147 ( 3,265 ) 1995 2008
Grand Prairie, TX 1 — — 22 1,327 — 1,349 1,349 ( 161 ) 1981 2020
Green Bay, WI 2 — — 2,028 25,244 8,594 18,678 27,272 ( 5,179 ) 1935 2009
Hatfield, PA 2 — 5,002 28,286 10,987 5,874 38,401 44,275 ( 22,104 ) 1983 2009
Hattiesburg, MS 1 — — 486 472 13 945 958 ( 295 ) 1995 2020
Henderson, NV 2 — 9,043 14,415 5,342 9,080 19,720 28,800 ( 8,387 ) 1988 2009
Hermiston, OR 1 — 1,322 7,107 805 1,419 7,815 9,234 ( 4,294 ) 1975 2008
Houston, TX 1 — 1,454 10,084 2,203 1,531 12,210 13,741 ( 5,837 ) 1990 2009
Indianapolis, IN 4 — 1,897 18,991 30,061 4,516 46,433 50,949 ( 21,707 ) 1975 2008
Jefferson, WI 2 — 1,553 19,805 2,986 1,887 22,457 24,344 ( 13,004 ) 1975 2009
Johnson, AR 1 — 6,159 24,802 1,594 6,384 26,171 32,555 ( 8,018 ) 1955 2019
Kansas City, MO 1 — — 117,848 — — 117,848 117,848 ( 478 ) 2025 2025
Lakeville, MN 1 — 4,000 47,790 579 4,013 48,356 52,369 ( 10,925 ) 1970 2019
Lancaster, PA 1 — 2,203 15,670 1,651 2,371 17,153 19,524 ( 8,280 ) 1993 2009
LaPorte, TX 1 — 2,945 19,263 5,656 3,502 24,362 27,864 ( 12,213 ) 1990 2009
Le Mars, IA 1 — 1,000 12,596 1,618 1,100 14,114 15,214 ( 3,575 ) 1991 2019
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Schedule III – Real Estate and Accumulated Depreciation
December 31, 2025
(In thousands of U.S. dollars, as applicable and unless noted)
Initial Costs Gross amount at which carried as of
December 31, 2025
Property Buildings Encumbrances Land Buildings and Improvements
Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total
(4) (6) (7) Accumulated Depreciation (1) (5) (6) (7) Date of Construction Date of Acquisition
Lebanon, TN 1 — — 883 935 — 1,818 1,818 ( 391 ) 1991 2020
Leesport, PA 1 — 1,206 14,112 13,222 1,867 26,673 28,540 ( 12,431 ) 1993 2008
Logan Township, NJ 1 — 5,040 26,749 3,484 5,095 30,178 35,273 ( 5,884 ) 2009, 2015 2021
Lowell, AR 1 — 2,610 31,984 485 2,912 32,167 35,079 ( 8,295 ) 1992 2019
Lula, GA 1 — 3,864 35,382 1,659 4,074 36,831 40,905 ( 9,853 ) 1996 2019
Lumberton, NC 1 — — 981 1,834 10 2,805 2,815 ( 721 ) 1982 2020
Lynden, WA 5 — 1,420 8,590 3,454 1,615 11,849 13,464 ( 6,123 ) 1946 2009
Manchester, PA 1 — 3,838 36,621 4,200 5,082 39,577 44,659 ( 20,787 ) 1994 2008
Mansfield, TX 1 — 5,670 33,222 286 5,670 33,508 39,178 ( 6,403 ) 2018 2020
Marshall, MO 1 — 741 10,304 1,676 1,116 11,605 12,721 ( 6,039 ) 1985 2008
Massillon 17th, OH 2 — 175 15,322 1,687 640 16,544 17,184 ( 8,348 ) 2000 2008
Massillon Erie, OH 1 — — 1,988 1,453 — 3,441 3,441 ( 2,882 ) 1984 2008
Middleboro, MA 1 — 404 15,031 198 441 15,192 15,633 ( 2,843 ) 2018 2018
Milwaukie, OR 2 — 2,473 8,112 2,770 2,552 10,803 13,355 ( 7,236 ) 1958 2008
Mobile, AL 1 — 10 3,203 1,904 24 5,093 5,117 ( 2,567 ) 1976 2009
Modesto, CA 6 — 2,428 19,594 7,944 3,146 26,820 29,966 ( 15,716 ) 1945 2009
Monmouth, IL 1 — 2,660 48,348 637 2,702 48,943 51,645 ( 9,246 ) 2014 2019
Montgomery, AL 1 — 850 7,746 1,731 1,437 8,890 10,327 ( 5,127 ) 1989 2013
Moses Lake, WA 1 — 575 11,046 4,370 1,321 14,670 15,991 ( 7,922 ) 1967 2008
Mountville, PA 1 — — 69,409 6,626 — 76,035 76,035 ( 8,220 ) 2023 2023
Mullica Hill, NJ
1 — 6,030 27,266 302 6,081 27,517 33,598 ( 6,113 ) 1974 2020
Murfreesboro, TN 1 — 1,094 10,936 5,977 1,461 16,546 18,007 ( 9,400 ) 1982 2008
Nampa, ID 4 — 1,588 11,864 6,281 1,834 17,899 19,733 ( 10,056 ) 1946 2008
Napoleon, OH 1 — 2,340 57,677 549 2,350 58,216 60,566 ( 12,933 ) 1974 2019
New Ulm, MN 7 — 725 10,405 3,619 833 13,916 14,749 ( 6,784 ) 1984 2009
Newark, NJ 1 — 30,390 53,163 9,198 30,390 62,361 92,751 ( 9,417 ) 2012, 2015 2021
Newport, MN 1 — 3,383 19,877 1,479 3,744 20,995 24,739 ( 6,364 ) 1964 2020
North Little Rock, AR 1 — 1,680 12,841 11,174 1,876 23,819 25,695 ( 6,483 ) 1996 2019
Oklahoma City, OK 1 — 742 2,411 2,997 888 5,262 6,150 ( 2,638 ) 1968 2008
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Schedule III – Real Estate and Accumulated Depreciation
December 31, 2025
(In thousands of U.S. dollars, as applicable and unless noted)
Initial Costs Gross amount at which carried as of
December 31, 2025
Property Buildings Encumbrances Land Buildings and Improvements
Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total
(4) (6) (7) Accumulated Depreciation (1) (5) (6) (7) Date of Construction Date of Acquisition
Ontario, CA 3 — 14,673 3,632 30,902 14,777 34,430 49,207 ( 20,713 ) 1987(1)/1984(2)/1983(3) 2008
Ontario, OR 4 — — 13,791 10,354 1,329 22,816 24,145 ( 19,243 ) 1962 2008
Oxford 1 — 1,820 10,083 706 1,828 10,781 12,609 ( 2,233 ) 1990 2020
Pasco, WA 1 — 557 15,809 852 638 16,580 17,218 ( 7,957 ) 1984 2008
Pedricktown, NJ 1 — 4,670 35,584 2,233 4,757 37,730 42,487 ( 7,553 ) 2008 2020
Pendergrass, GA 1 — 500 12,810 5,189 920 17,579 18,499 ( 10,314 ) 1993 2009
Perryville, MD 1 — 1,626 19,083 5,833 5,873 20,669 26,542 ( 4,678 ) 2007 2019
Phoenix2, AZ 1 — 3,182 11,312 445 3,226 11,713 14,939 ( 4,595 ) 2014 2014
Piedmont, SC 1 — 500 9,883 3,114 885 12,612 13,497 ( 7,026 ) 1981 2009
Piscataway 5 Access, NJ 1 — — 3,952 — — 3,952 3,952 ( 1,613 ) 2018 2020
Plover, WI 1 — 1,390 18,298 7,710 2,654 24,744 27,398 ( 14,273 ) 1981 2008
Portland, ME 1 — 305 2,402 1,458 385 3,780 4,165 ( 1,914 ) 1952 2008
Rochelle, IL (Americold Drive) 1 — 1,860 18,178 50,173 4,601 65,610 70,211 ( 21,428 ) 1995 2008
Rochelle, IL (Caron) 1 — 2,071 36,658 2,082 2,356 38,455 40,811 ( 20,249 ) 2004 2008
Rockmart 1 — 3,520 33,336 4,444 4,697 36,603 41,300 ( 7,569 ) 1991 2020
Russellville, AR - Valley 1 — 708 15,832 4,050 759 19,831 20,590 ( 9,748 ) 1995 2008
Russellville, AR - Cloverleaf (Rt. 324) 1 — 2,467 29,179 398 2,622 29,422 32,044 ( 7,267 ) 1993 2019
Russellville, AR - Elmira 1 — 1,369 50,749 4,308 1,561 54,865 56,426 ( 14,498 ) 1986, 2022, 2023 2008
Salem, OR 4 — 3,055 21,096 6,718 3,305 27,564 30,869 ( 16,345 ) 1963 2008
Salinas, CA 5 — 7,244 7,181 15,853 8,218 22,060 30,278 ( 11,898 ) 1958 2009
Salt Lake City, UT 1 — — 22,481 15,116 485 37,112 37,597 ( 15,572 ) 1998 2010
San Antonio - HEB, TX 1 — 2,014 22,902 752 2,014 23,654 25,668 ( 10,459 ) 1982 2017
San Antonio, TX 3 — 1,894 11,101 4,796 2,329 15,462 17,791 ( 11,775 ) 1913 2009
Sanford, NC 1 — 3,110 34,104 1,575 3,291 35,498 38,789 ( 8,230 ) 1996 2019
Savannah, GA 1 — 20,715 10,456 5,343 22,866 13,648 36,514 ( 4,445 ) 2015 2019
Savannah 2, GA 1 — 3,002 37,571 3,290 3,174 40,689 43,863 ( 8,855 ) 2020 2020
Seabrook, NJ 1 — 3,370 19,958 1,555 3,015 21,868 24,883 ( 4,582 ) 2002, 2004, 2018 2021
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Schedule III – Real Estate and Accumulated Depreciation
December 31, 2025
(In thousands of U.S. dollars, as applicable and unless noted)
Initial Costs Gross amount at which carried as of
December 31, 2025
Property Buildings Encumbrances Land Buildings and Improvements
Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total
(4) (6) (7) Accumulated Depreciation (1) (5) (6) (7) Date of Construction Date of Acquisition
Sebree, KY 1 — 638 7,895 2,246 802 9,977 10,779 ( 4,514 ) 1998 2008
Sikeston, MO 1 — 258 11,936 3,470 2,350 13,314 15,664 ( 7,672 ) 1998 2009
Sioux City, IA-2640 Murray St 1 — 5,950 28,391 2,148 6,057 30,432 36,489 ( 8,022 ) 1990 2019
Sioux City, IA-2900 Murray St 1 — 3,070 56,336 1,888 3,070 58,224 61,294 ( 14,480 ) 1995 2019
Sioux Falls, SD 1 — 856 4,780 5,175 1,084 9,727 10,811 ( 6,296 ) 1972 2008
South Plainfield, NJ 1 — 5,360 20,874 3,039 6,578 22,695 29,273 ( 4,177 ) 1970 -1974 2020
Springdale, AR 1 — 844 10,754 2,420 931 13,087 14,018 ( 7,513 ) 1982 2008
St. Paul, MN 2 — 1,800 12,129 3,764 2,205 15,488 17,693 ( 7,836 ) 1970 2009
Strasburg, VA 1 — 1,551 15,038 2,871 2,001 17,459 19,460 ( 8,547 ) 1999 2008
Summerville 1 — — 5,024 ( 5,022 ) — 2 2 — 1999 2020
Sumter, SC 1 — 530 8,738 141 560 8,849 9,409 ( 3,048 ) 1979 2019
Syracuse, NY 2 — 2,177 20,056 7,750 2,420 27,563 29,983 ( 14,309 ) 1960 2008
Tacoma, WA 1 — — 21,216 3,443 31 24,628 24,659 ( 11,688 ) 2010 2010
Tampa - Bartow, FL 1 — — 2,451 915 89 3,277 3,366 ( 2,849 ) 1962 2008
Tampa Maple, FL 1 — 3,233 15,940 93 3,242 16,024 19,266 ( 3,156 ) 2017 2020
Tampa Plant City, FL 2 — 1,333 11,836 2,154 1,399 13,924 15,323 ( 6,948 ) 1987 2009
Tarboro, NC 1 — 1,078 9,586 1,584 1,225 11,023 12,248 ( 5,541 ) 1988 2008
Taunton, MA 1 — 1,477 14,159 2,147 1,769 16,014 17,783 ( 7,587 ) 1999 2009
Texarkana, AR 1 — 842 11,169 2,017 921 13,107 14,028 ( 6,588 ) 1992 2008
Tomah, WI 1 — 886 10,715 973 1,038 11,536 12,574 ( 6,319 ) 1989 2008
Turlock, CA (#1) 2 — 944 4,056 1,307 967 5,340 6,307 ( 2,837 ) 1995 2008
Turlock, CA (#2) 1 — 3,091 7,004 4,259 3,205 11,149 14,354 ( 5,572 ) 1985 2008
Vernon 2, CA 1 — 8,100 13,490 6,485 8,112 19,963 28,075 ( 12,185 ) 1965 2009
Victorville, CA 1 — 2,810 22,811 4,524 2,826 27,319 30,145 ( 12,347 ) 2004 2008
Vineland, NJ 1 — 9,580 68,734 10,625 9,580 79,359 88,939 ( 12,685 ) 1998, 2000, 2015, 2016, 2017 2020
Vineland, NJ (North Mill) 3 — 4,386 13,019 766 4,777 13,394 18,171 ( 924 ) 1975,1992,1996,2021 2023
Walla Walla, WA 2 — 215 4,693 811 159 5,560 5,719 ( 3,866 ) 1960 2008
Wallula, WA 1 — 690 2,645 968 788 3,515 4,303 ( 1,885 ) 1982 2008
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Americold Realty Trust, Inc. and Subsidiaries
Schedule III – Real Estate and Accumulated Depreciation
December 31, 2025
(In thousands of U.S. dollars, as applicable and unless noted)
Initial Costs Gross amount at which carried as of
December 31, 2025
Property Buildings Encumbrances Land Buildings and Improvements
Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total
(4) (6) (7) Accumulated Depreciation (1) (5) (6) (7) Date of Construction Date of Acquisition
Watsonville, CA 1 — — 8,138 2,367 21 10,484 10,505 ( 8,857 ) 1984 2008
West Memphis, AR 1 — 1,460 12,300 4,090 2,802 15,048 17,850 ( 8,790 ) 1985 2008
Wichita, KS 1 — 1,297 4,717 2,455 1,432 7,037 8,469 ( 4,236 ) 1972 2008
Woodburn, OR 1 — 1,552 9,860 5,373 1,632 15,153 16,785 ( 7,268 ) 1952 2008
York-Willow Springs, PA 1 — 1,300 7,351 1,144 1,416 8,379 9,795 ( 4,626 ) 1987 2009
Zumbrota, MN 3 — 800 10,360 2,712 1,121 12,751 13,872 ( 6,290 ) 1996 2009
Canada
Brampton 1 — 27,522 53,379 ( 2,305 ) 26,491 52,105 78,596 ( 11,751 ) 2004 2020
Calgary 1 — 5,240 36,392 7,728 5,945 43,415 49,360 ( 9,580 ) 2009 2020
Halifax Dartmouth 1 — 2,052 14,904 ( 506 ) 1,984 14,466 16,450 ( 2,680 ) 2013 2020
London 1 — 1,431 11,340 404 1,321 11,854 13,175 ( 1,753 ) 1982 2021
Mississauga Surveyor 1 — — 245 1,540 — 1,785 1,785 ( 400 ) 1972, 1992 2021
Australia
Arndell Park 2 — 13,489 29,428 1,993 11,722 33,188 44,910 ( 16,205 ) 1989/1994 2009
Brisbane - Hemmant 1 — 9,738 10,072 ( 543 ) 8,028 11,239 19,267 ( 1,939 ) 1996 2020
Brisbane - Lytton 1 — 19,575 28,920 ( 2,740 ) 16,933 28,822 45,755 ( 4,665 ) 1966 2021
Burton — — — 1,160 — — 1,160 1,160 ( 164 ) — —
Laverton 2 — 13,689 28,252 9,777 11,405 40,313 51,718 ( 17,531 ) 1997/1998 2009
Murarrie 3 — 10,891 18,975 ( 773 ) 9,135 19,958 29,093 ( 9,626 ) 1972/2003 2009
Prospect/ASC Corporate 2 — — 1,187 53,364 8,234 46,317 54,551 ( 8,130 ) 1985 2009
Spearwood 1 — 7,194 10,990 13,193 6,016 25,361 31,377 ( 7,375 ) 1978 2009
Wivenhoe - Tasmania 1 — 994 8,218 1,543 807 9,948 10,755 ( 1,153 ) 1998/2013 2022
Ormeau 1 — 3,379 14,551 1,972 3,551 16,351 19,902 ( 1,301 ) 2003 2023
New Zealand
Dalgety 1 — 6,047 5,531 29,101 5,379 35,300 40,679 ( 11,214 ) 1988 2009
Diversey 1 — 2,357 5,966 1,332 2,097 7,558 9,655 ( 3,042 ) 1988 2009
Halwyn Dr 1 — 5,227 3,399 23,309 4,649 27,286 31,935 ( 2,220 ) 1992 2009
Mako Mako 1 — 1,332 3,810 475 1,245 4,372 5,617 ( 1,885 ) 2000 2009
Paisley 2 — 8,495 5,295 ( 5,318 ) 4,906 3,566 8,472 ( 1,086 ) 1984 2009
Smarts Rd 1 — 2,442 5,750 258 2,239 6,211 8,450 ( 1,455 ) 1984 2022
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Americold Realty Trust, Inc. and Subsidiaries
Schedule III – Real Estate and Accumulated Depreciation
December 31, 2025
(In thousands of U.S. dollars, as applicable and unless noted)
Initial Costs Gross amount at which carried as of
December 31, 2025
Property Buildings Encumbrances Land Buildings and Improvements
Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total
(4) (6) (7) Accumulated Depreciation (1) (5) (6) (7) Date of Construction Date of Acquisition
Argentina
Mercado Central - Buenos Aires, ARG 1 — — 4,984 75 — 5,059 5,059 ( 5,107 ) 1996/1999 2009
Pilar - Buenos Aires, ARG 1 — 706 2,586 ( 309 ) 633 2,350 2,983 ( 2,579 ) 2000 2009
Netherlands
Barneveld 2 — 15,410 27,472 60 14,842 28,100 42,942 ( 4,280 ) 1986, 1995 2020
Urk 2 — 7,100 31,014 ( 838 ) 6,788 30,488 37,276 ( 5,539 ) 1994, 2001 2020
Maasvlakte - Rotterdam 1 — 540 15,746 1,335 831 16,790 17,621 ( 4,205 ) 2016 2020
Westland - Rotterdam 1 — 20,911 26,635 ( 22,942 ) 16,087 8,517 24,604 — 1976, 1974, 2007, 2016 2020
Austria
Vienna 1 — 280 26,515 ( 397 ) 269 26,129 26,398 ( 4,433 ) 1979 2020
Ireland
Castleblayney 2 — 6,170 22,244 1,484 5,961 23,937 29,898 ( 3,922 ) 1976, 1994 2020
Dublin 1 — 6,163 29,179 15,925 9,333 41,934 51,267 ( 5,499 ) 2018, 2022 2020
Portugal
Lisbon 2 — 13,794 46,877 5,175 13,312 52,534 65,846 ( 9,652 ) 1993 2020
Sines 1 — 130 2,311 ( 71 ) — 2,370 2,370 ( 324 ) 2016 2020
Spain
Algeciras 1 — 101 11,948 1,374 116 13,307 13,423 ( 2,630 ) 1978 2020
Barcelona 2 — 16,340 35,247 11,480 15,719 47,348 63,067 ( 8,767 ) 1989, 2008, 2022 2020
Valencia 1 — 170 10,932 943 163 11,882 12,045 ( 1,936 ) 2005 2020
Poland
Gdynia 2 — 10,329 4,167 3,838 12,528 5,806 18,334 ( 1,010 ) 2015, 2022, 2023 2020
Great Britain
Spalding - Bowman 1 — 5,916 32,815 ( 6,115 ) 4,456 28,160 32,616 ( 3,768 ) 2011, 2017 2020
Whitchurch 1 — 7,750 74,185 13,301 9,025 86,211 95,236 ( 16,630 ) 2014 2020
Northern Ireland
Lurgan 2 — 3,390 7,992 1,386 2,040 10,728 12,768 ( 2,326 ) 1985, 1986 2020
Total — 766,037 3,886,833 985,047 818,606 4,819,311 5,637,917 ( 1,594,648 )
F-80
Table of Contents
Americold Realty Trust, Inc. and Subsidiaries
Schedule III – Real Estate and Accumulated Depreciation
December 31, 2025
(In thousands of U.S. dollars, as applicable and unless noted)
Initial Costs Gross amount at which carried as of
December 31, 2025
Property Buildings Encumbrances Land Buildings and Improvements
Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total
(4) (6) (7) Accumulated Depreciation (1) (5) (6) (7) Date of Construction Date of Acquisition
Land, buildings, and improvements in the assets under construction balance as of December 31, 2025.
US
401 Kentile, NJ — — — — — 246 246
501 Kentile, NJ — — — — — 240 240
601 Kentile, NJ — — — — — 388 388
Albertville, AL — — — — — 97 97
Allentown, PA — — — — — 4,954 4,954
Amarillo, TX — — — — — 89 89
Anaheim, CA — — — — — 35 35
Appleton, WI — — — — — 110 110
Atlanta - Gateway, GA — — — — — 6,617 6,617
Atlanta - Skygate, GA — — — — — ( 14 ) ( 14 )
Atlanta - Southgate, GA — — — — — 541 541
Atlanta - Tradewater, GA — — — — — 6,166 6,166
Atlanta - Westgate, GA — — — — — 406 406
Atlanta, GA - Corporate — — — — — 7,730 7,730
Augusta, GA — — — — — 1,305 1,305
Babcock, WI — — — — — 159 159
Baytown, TX — — — — — 7,353 7,353
Belvidere-Imron, IL — — — — — 638 638
Belvidere-Landmark, IL (Cross Dock) — — — — — 64 64
Benson, NC — — — — — 799 799
Benson Hodges, NC — — — — — 36 36
Birmingham, AL — — — — — 42 42
Brea, CA — — — — — 4,723 4,723
Bridgewater, NJ — — — — — 38 38
Fort Worth-Blue Mound, TX — — — — — 78,440 78,440
Brighton (Denver 2), CO — — — — — 3,597 3,597
Brooklyn Park, MN — — — — — 982 982
Burley, ID — — — — — 596 596
Burlington, WA — — — — — 3,467 3,467
F-81
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Americold Realty Trust, Inc. and Subsidiaries
Schedule III – Real Estate and Accumulated Depreciation
December 31, 2025
(In thousands of U.S. dollars, as applicable and unless noted)
Initial Costs Gross amount at which carried as of
December 31, 2025
Property Buildings Encumbrances Land Buildings and Improvements
Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total
(4) (6) (7) Accumulated Depreciation (1) (5) (6) (7) Date of Construction Date of Acquisition
Carson, CA — — — — — 2,255 2,255
Cartersville, GA — — — — — ( 9 ) ( 9 )
Carthage Warehouse Dist, MO — — — — — 1,138 1,138
Chambersburg, PA — — — — — 1,149 1,149
Charlotte, NC — — — — — 178 178
Chesapeake, VA — — — — — 201 201
Chillicothe, MO — — — — — 194 194
Clearfield, UT — — — — — 708 708
Columbia, SC — — — — — ( 74 ) ( 74 )
Columbus, OH — — — — — 305 305
Connell, WA — — — — — 2,832 2,832
Dallas (Catron), TX — — — — — 334 334
Delhi, LA — — — — — 85 85
Dominguez Hills, CA — — — — — 3,680 3,680
Douglas, GA — — — — — 462 462
Dunkirk, NY — — — — — 424 424
Eagan, MN — — — — — 402 402
East Dubuque, IL — — — — — 85 85
Fairfield, OH — — — — — 1,020 1,020
Fairmont, MN — — — — — 84 84
Fairmont City, IL — — — — — 996 996
Forest, MS — — — — — 209 209
Fort Dodge, IA — — — — — 487 487
Fort Smith, AR — — — — — 3,536 3,536
Fort Smith (Hwy 45), AR CL — — — — — 4,213 4,213
Fort Worth-Samuels, TX — — — — — 959 959
Fremont, NE — — — — — 6 6
Ft. Worth, TX (Meacham) — — — — — 632 632
Ft. Worth, TX (Railhead) — — — — — 66 66
Gadsden, AL — — — — — 208 208
Gaffney, SC — — — — — 43 43
Gainesville, GA — — — — — 3,210 3,210
Gainesville Candler, GA — — — — — 344 344
F-82
Table of Contents
Americold Realty Trust, Inc. and Subsidiaries
Schedule III – Real Estate and Accumulated Depreciation
December 31, 2025
(In thousands of U.S. dollars, as applicable and unless noted)
Initial Costs Gross amount at which carried as of
December 31, 2025
Property Buildings Encumbrances Land Buildings and Improvements
Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total
(4) (6) (7) Accumulated Depreciation (1) (5) (6) (7) Date of Construction Date of Acquisition
Garden City, KS — — — — — 49 49
Geneva Lakes, WI — — — — — 1,560 1,560
Gloucester - Rogers, MA — — — — — 572 572
Gloucester - Rowe, MA — — — — — 1,036 1,036
Goldsboro Commerce, PA — — — — — 492 492
Gouldsboro, PA — — — — — 2,110 2,110
Grand Island, NE — — — — — 1,611 1,611
Grand Prairie, TX — — — — — 509 509
Green Bay, WI — — — — — 1,903 1,903
Hatfield, PA — — — — — 850 850
Henderson, NV — — — — — 1,444 1,444
Hermiston, OR — — — — — ( 58 ) ( 58 )
Houston, TX — — — — — 91 91
Indianapolis, IN — — — — — 11,134 11,134
Industry, CA — — — — — 69 69
Jefferson, WI — — — — — 2,235 2,235
Johnson, AR — — — — — 915 915
Kansas City, MO — — — — — 628 628
Lakeville, MN — — — — — 626 626
Lancaster, PA — — — — — 133 133
LaPorte, TX — — — — — 7,658 7,658
Le Mars, IA — — — — — 50 50
Lebanon, TN — — — — — 292 292
Leesport, PA — — — — — 601 601
Logan Township, NJ — — — — — 709 709
Lowell, AR — — — — — 325 325
Lula, GA — — — — — 755 755
Lumberton, NC — — — — — 1,113 1,113
Lynden, WA — — — — — 611 611
Manchester, PA — — — — — 1,712 1,712
Mansfield, TX — — — — — 149 149
Marshall, MO — — — — — 411 411
Massillon 17th, OH — — — — — 47 47
F-83
Table of Contents
Americold Realty Trust, Inc. and Subsidiaries
Schedule III – Real Estate and Accumulated Depreciation
December 31, 2025
(In thousands of U.S. dollars, as applicable and unless noted)
Initial Costs Gross amount at which carried as of
December 31, 2025
Property Buildings Encumbrances Land Buildings and Improvements
Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total
(4) (6) (7) Accumulated Depreciation (1) (5) (6) (7) Date of Construction Date of Acquisition
Massillon Erie, OH — — — — — ( 35 ) ( 35 )
Middleboro, MA — — — — — 350 350
Milwaukie, OR — — — — — 272 272
Mobile, AL — — — — — 477 477
Modesto, CA — — — — — 3,432 3,432
Monmouth, IL — — — — — 2 2
Montgomery, AL — — — — — 457 457
Moses Lake, WA — — — — — 691 691
Mountville, PA — — — — — 120,376 120,376
Mullica Hill. NJ — — — — — 277 277
Murfreesboro, TN — — — — — 3,971 3,971
Nampa, ID — — — — — 2,182 2,182
Napoleon, OH — — — — — 524 524
New Ulm, MN — — — — — 1,860 1,860
Newark, NJ — — — — — 161 161
Newport, MN — — — — — 428 428
North Little Rock, AR — — — — — 25 25
Oklahoma City, OK — — — — — 127 127
Ontario, OR — — — — — 554 554
Ontario, CA — — — — — 1,066 1,066
Oxford — — — — — 1,148 1,148
Pasco, WA — — — — — 101 101
Pedricktown, NJ — — — — — 1,013 1,013
Pendergrass, GA — — — — — 269 269
Perryville, MD — — — — — 62 62
Phoenix2, AZ — — — — — 8 8
Piedmont, SC — — — — — 447 447
Piscataway 120, NJ — — — — — 20 20
Plainville, CT — — — — — 217,443 217,443
Plover, WI — — — — — 261 261
Portland, ME — — — — — 378 378
Rochelle, IL (Americold Drive) — — — — — 15,401 15,401
Rochelle, IL (Caron) — — — — — 278 278
F-84
Table of Contents
Americold Realty Trust, Inc. and Subsidiaries
Schedule III – Real Estate and Accumulated Depreciation
December 31, 2025
(In thousands of U.S. dollars, as applicable and unless noted)
Initial Costs Gross amount at which carried as of
December 31, 2025
Property Buildings Encumbrances Land Buildings and Improvements
Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total
(4) (6) (7) Accumulated Depreciation (1) (5) (6) (7) Date of Construction Date of Acquisition
Rockmart — — — — — 84 84
Russellville, AR - Elmira — — — — — 4,604 4,604
Salem, OR — — — — — 5,250 5,250
Salinas, CA — — — — — 406 406
San Antonio, TX — — — — — 800 800
Sanford, NC — — — — — 423 423
Savannah, GA — — — — — 42 42
Savannah 2, GA — — — — — 251 251
Savannah Pooler, GA — — — — — 422 422
Seabrook, NJ — — — — — 153 153
Sebree, KY — — — — — 286 286
Sikeston, MO — — — — — 1,002 1,002
Sioux City, IA-2640 Murray St — — — — — 1,096 1,096
Sioux City, IA-2900 Murray St — — — — — 636 636
Sioux Falls, SD — — — — — 259 259
South Plainfield, NJ — — — — — 80 80
Springdale, AR — — — — — 950 950
St. Paul, MN — — — — — 1,739 1,739
Strasburg, VA — — — — — 160 160
Suffield, CT — — — — — 3,170 3,170
Summerville — — — — — 31 31
Syracuse, NY — — — — — 3,513 3,513
Tacoma, WA — — — — — 562 562
Tampa Bartow, FL — — — — — 127 127
Tampa Maple, FL — — — — — 708 708
Tampa Plant City, FL — — — — — 641 641
Tarboro, NC — — — — — 161 161
Taunton, MA — — — — — 4,424 4,424
Texarkana, AR — — — — — 125 125
Tomah, WI — — — — — 226 226
Turlock, CA (#1) — — — — — 76 76
Turlock, CA (#2) — — — — — 1,988 1,988
Vernon 2, CA — — — — — 884 884
F-85
Table of Contents
Americold Realty Trust, Inc. and Subsidiaries
Schedule III – Real Estate and Accumulated Depreciation
December 31, 2025
(In thousands of U.S. dollars, as applicable and unless noted)
Initial Costs Gross amount at which carried as of
December 31, 2025
Property Buildings Encumbrances Land Buildings and Improvements
Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total
(4) (6) (7) Accumulated Depreciation (1) (5) (6) (7) Date of Construction Date of Acquisition
Victorville, CA — — — — — ( 56 ) ( 56 )
Vineland, NJ — — — — — 1,015 1,015
Vineland, NJ (North Mill) — — — — — 11,716 11,716
Walla Walla, WA — — — — — 1,192 1,192
Wallula, WA — — — — — 736 736
Watsonville, CA — — — — — 241 241
West Memphis, AR — — — — — 223 223
Wichita, KS — — — — — 126 126
Woodburn, OR — — — — — 569 569
York-Willow Springs, PA — — — — — 974 974
Zumbrota, MN — — — — — 913 913
Canada
Calgary — — — — — 25 25
Brampton — — — — — 268 268
Halifax - Dartmouth — — — — — 15 15
London — — — — — 210 210
Mississauga Surveyor — — — — — 314 314
Port St. John
— — — — — 49,464 49,464
Australia
Arndell Park — — — — — 161 161
Brisbane - Hemmant — — — — — 1,332 1,332
Laverton — — — — — 230 230
Murarrie — — — — — 353 353
Prospect/ASC Corporate — — — — — 1,424 1,424
Spearwood — — — — — 128 128
Wivenhoe - Tasmania — — — — — 447 447
Ormeau — — — — — 616 616
New Zealand
Dalgety — — — — — 3 3
Diversey — — — — — 546 546
Halwyn Dr — — — — — 651 651
Mako Mako — — — — — 185 185
Paisley — — — — — 1,514 1,514
F-86
Table of Contents
Americold Realty Trust, Inc. and Subsidiaries
Schedule III – Real Estate and Accumulated Depreciation
December 31, 2025
(In thousands of U.S. dollars, as applicable and unless noted)
Initial Costs Gross amount at which carried as of
December 31, 2025
Property Buildings Encumbrances Land Buildings and Improvements
Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total
(4) (6) (7) Accumulated Depreciation (1) (5) (6) (7) Date of Construction Date of Acquisition
Smarts Rd — — — — — 502 502
Europe
Barneveld, Netherlands — — — — — 685 685
Urk, Netherlands — — — — — 8,171 8,171
Monaghan, Ireland — — — — — 57 57
Castleblayney, Ireland — — — — — 171 171
Lisbon, Portugal — — — — — 2,553 2,553
Valencia, Spain — — — — — 71 71
Barcelona, Spain — — — — — 637 637
Witchurch, UK — — — — — 1,384 1,384
Gdansk, Poland — — — — — 1,260 1,260
Total in assets under construction — — — — — 702,879 702,879 —
Total assets $ — $ 766,037 $ 3,886,833 $ 985,047 $ 818,606 $ 5,522,190 $ 6,340,796 $ ( 1,594,648 )
F-87
Table of Contents
Americold Realty Trust, Inc. and Subsidiaries
Schedule III – Real Estate and Accumulated Depreciation
December 31, 2025
(In thousands of U.S. dollars, as applicable and unless noted)
Schedule III – Footnotes
(1) Reconciliation of total accumulated depreciation to consolidated balance sheet caption as of December 31, 2025:
Total per Schedule III $ ( 1,594,648 )
Accumulated depreciation on investments in non-real estate assets ( 1,046,593 )
Total accumulated depreciation per consolidated balance sheet (property, buildings and equipment)
$ ( 2,641,241 )
(2) Reconciliation of total Buildings and improvements to consolidated balance sheet as of December 31, 2025:
Building and improvements per consolidated balance sheet $ 4,798,286
Building and improvements financing leases
21,025
Assets under construction per consolidated balance sheet 756,798
Less: personal property assets under construction ( 53,919 )
Total per Schedule III $ 5,522,190
(3) Amount includes the cumulative impact of foreign currency translation and the effect of any asset disposals, and impairments.
(4) The aggregate cost for Federal tax purposes at December 31, 2025 of our real estate assets was approximately $ 5.1 billion.
(5) The life on which depreciation is computed ranges from 5 to 43 years.
F-88
Table of Contents
Americold Realty Trust, Inc. and Subsidiaries
Schedule III – Real Estate and Accumulated Depreciation
December 31, 2025
(In thousands of U.S. dollars, as applicable and unless noted)
(6) The following table summarizes the Company’s real estate activity and accumulated depreciation for the years ended December 31:
2025 2024 2023
Real Estate Facilities, at Cost: (In thousands)
Beginning Balance $ 6,636,191 $ 6,559,755 $ 6,261,663
Capital expenditures to Maintain Real Estate Facilities 270,717 183,986 231,984
Acquisitions 61,970 — 44,911
Capital expenditures for Expansion and Development 388,516 — —
Disposition ( 193,325 ) ( 9,399 ) ( 6,829 )
Impairment ( 41,047 ) ( 20,985 ) —
Conversion of leased assets to owned — — 301
Impact of foreign exchange rate changes 102,104 ( 77,166 ) 27,725
Ending Balance 7,225,126 6,636,191 6,559,755
Accumulated Depreciation:
Beginning Balance ( 1,882,671 ) ( 1,693,983 ) ( 1,470,179 )
Depreciation expense ( 231,253 ) ( 211,061 ) ( 215,731 )
Dispositions 40,814 5,621 1,037
Impact of foreign exchange rate changes ( 17,870 ) 16,752 ( 9,110 )
Ending Balance ( 2,090,980 ) ( 1,882,671 ) ( 1,693,983 )
Total Real Estate Facilities, Net at December 31 $ 5,134,146 $ 4,753,520 $ 4,865,772
The total real estate facilities amounts in the table above include $ 54.0 million, $ 108.0 million and $ 147.0 million of assets under sale-leaseback agreements accounted for as a financing as of December 31, 2025, 2024 and 2023, respectively. The Company does not hold title in these assets under sale-leaseback agreements. As of December 31, 2025 the Company has three facilities classified as held for sale within Property, buildings, and equipment – net.
F-89
Table of Contents
Americold Realty Trust, Inc. and Subsidiaries
Schedule III – Real Estate and Accumulated Depreciation
December 31, 2025
(In thousands of U.S. dollars, as applicable and unless noted)
(7) Reconciliation of the Company’s real estate activity and accumulated depreciation for the year ended December 31, 2025 to Schedule III:
Total real estate facilities gross amount per Schedule III $ 6,340,796
Plus: Refrigeration equipment 884,330
Real estate facilities, at cost - ending balance $ 7,225,126
Accumulated depreciation per Schedule III $ 1,594,648
Plus: Refrigeration equipment 496,332
Accumulated depreciation - ending balance $ 2,090,980
F-90
Table of Contents
ITEM 16. Form 10-K Summary
Not Applicable.
97
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
AMERICOLD REALTY TRUST, INC.
By: /s/ Christopher J. Papa
Christopher J. Papa
Chief Financial Officer and Executive Vice President
(On behalf of the registrant and as principal financial officer)
Date: February 26, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Robert S. Chambers Chief Executive Officer and Director February 26, 2026
Robert S. Chambers
/s/ Christopher J. Papa Chief Financial Officer and Executive Vice President February 26, 2026
Christopher J. Papa
/s/ Robert E. Harris, Jr.
Chief Accounting Officer and Senior Vice President February 26, 2026
Robert E. Harris, Jr.
/s/ Mark R. Patterson Chairman of the Board of Directors February 26, 2026
Mark R. Patterson
/s/ George J. Alburger, Jr. Director February 26, 2026
George J. Alburger, Jr.
/s/ Kelly H. Barrett Director February 26, 2026
Kelly H. Barrett
/s/ Robert L. Bass Director February 26, 2026
Robert L. Bass
/s/ Antonio F. Fernandez Director February 26, 2026
Antonio F. Fernandez
/s/ Pamela K. Kohn Director February 26, 2026
Pamela K. Kohn
/s/ David J. Neithercut Director February 26, 2026
David J. Neithercut
/s/ Andrew P. Power Director February 26, 2026
Andrew P. Power
/s/ Joseph E. Reece Director February 26, 2026
Joseph E. Reece
/s/ Stephen R. Sleigh
Director February 26, 2026
Stephen R. Sleigh