What changed in this filing

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Item 1. Business

2026-02-25 compared with 2025-02-26 · 83 added, 125 removed, 369 unchanged (36% of the section changed)

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For the year ended December 31, 2025, we generated $5.4 billion of revenue, $0.1 billion of net loss, $1.7 billion of net operating income (“NOI”) and $1.3 billion of Adjusted EBITDA.

For definitions and reconciliations of NOI and Adjusted earnings before interest, taxes, depreciation, and amortization (“EBITDA”) metrics, refer to section “Non-GAAP Financial Measures” in Item 7.

For definitions of NOI and Adjusted earnings before interest, taxes, depreciation, and amortization (“EBITDA”) and reconciliations of each of these non-GAAP measures to the most directly comparable GAAP financial measure, refer to the section titled “Non-GAAP Financial Measures” in Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Annual Report.

Recent Acquisitions, Greenfields, and Expansions Highlights

During the year ended December 31, 2024, we opened a new, fully automated cold storage warehouse in Hazleton, PA, the newest addition to our automated facility portfolio from our pipeline of greenfield and expansion projects.

The facility has fully automated full pallet, layer pick, and case pick capabilities and is driven by our patented LinOS technology.

We continued our acquisition strategy by purchasing ColdPoint Logistics Warehouse, LLC and ColdPoint Logistics Real Estate, LLC (collectively, “ColdPoint Logistics”) for $223 million, expanding Lineage’s existing presence in the strategic Kansas City market.

During the year ended December 31, 2025, we acquired four cold storage warehouses and other related assets from Tyson Foods for $256 million.

Additionally, we entered into an agreement to design, build, and operate two fully automated cold storage warehouses, with Tyson Foods as the anchor customer.

In the second half of the year, we broke ground on the construction of one of these fully automated warehouses in Texas.

In 2025, we also completed a new greenfield warehouse in Bremerhaven, Germany, and were near completion of a notable expansion at our Hobart, Indiana cold storage facility, which began operating in early 2026.

Our Business Segments

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In addition, many of our warehouses may operate in a way that is functionally younger than their age given the substantial investments or refurbishments we have made that do not factor into the age calculation in areas such as maintenance, automation, energy efficiency, and sustainability.

We believe we also have the largest automated temperature-controlled portfolio with 82 automated facilities, 25 of which are fully automated and 57 of which are semi-automated.

We believe we also have the largest automated temperature-controlled portfolio with 83 automated warehouses, 25 of which are fully automated and 58 of which are semi-automated.

Our Warehouse Types

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• Production advantaged warehouses are warehouses adjacent to or near customer production facilities.

• Managed warehouses are facilities owned or leased by the customer for which we manage the warehouse operations on their behalf.

• Managed warehouses are warehouses owned or leased by the customer for which we manage the warehouse operations on their behalf.

Warehouse Type Cubic Feet

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(2) For the year ended December 31, 2025.

Our broad network of warehouses is weighted towards high population density markets and port locations, with a weighted average population density of approximately 3,000 persons per square mile and 244 port facilities across our network.

We define a warehouse as a port facility if it is within 30 miles of a port that performs commercial or trade-related activity.

We define a warehouse as a port warehouse if it is within 30 miles of a port that performs commercial or trade-related activity.

Geographic Diversification

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Occupancy of our Warehouses

Economic and physical occupancy of an individual warehouse is impacted by a number of factors, including the type of warehouse (i.e., distribution, public, production advantaged, or managed), specific customer needs in the markets served by the warehouse, timing of harvests or protein production for customers of the warehouse, the existence of leased but unoccupied pallet positions, and the effect of weather or market conditions on the customers of the warehouse.

On a portfolio-wide basis, economic and physical occupancy rates and warehouse revenues generally peak between mid-September and early December in connection

with the holiday season and the peak harvest season in the northern hemisphere.

Economic and physical occupancy rates and warehouse revenues on a portfolio-wide basis are generally the lowest during May and June.

Economic and physical occupancy of an individual warehouse is impacted by a number of factors, including the type of warehouse (i.e., distribution, public, production advantaged, or managed), specific customer needs in the markets served by the warehouse, competitors in the market, timing of harvests or protein production for customers of the warehouse, the existence of leased but unoccupied pallet positions, and the effect of weather or market conditions on the customers of the warehouse.

On a portfolio-wide basis, economic and physical occupancy rates and warehouse revenues generally peak between mid-September and early December in connection with the holiday season and the peak harvest season in the northern hemisphere.

Economic and physical occupancy rates and warehouse revenues on a portfolio-wide basis are generally the lowest during June and July.

Throughput at our Warehouses

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Ownership of our Real Estate

As of December 31, 2024, we owned approximately 80% of our global warehousing portfolio as a percentage of square feet, including ground leases and real estate for which we possess bargain purchase options, and we leased or managed approximately 20% of our global warehousing portfolio as a percentage of square feet.

As of December 31, 2025, we owned approximately 80% of our global warehousing portfolio as a percentage of square feet, including real estate for which we possess bargain purchase options and buildings on sites where we have ground leases, and we leased or managed approximately 20% of our global warehousing portfolio as a percentage of square feet.

Our Global Integrated Solutions Segment

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With a larger customer base, we believe that we can leverage our resources more efficiently, supporting strong profitability.

Moreover, our growing customer base enables us to gather and analyze vast amounts of data.

Moreover, our large customer base enables us to gather and analyze vast amounts of data.

We believe that this data-driven approach empowers us to continuously refine our operations, improve productivity, and lower operating costs, creating a “win-win” scenario for both our customers and Lineage.

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We believe that modern warehouses are more desirable to our customers because of their increased operational efficiency and enhanced ability to meet today’s most sophisticated customer needs.

We have a robust presence in key metropolitan statistical areas and ports throughout the United States, with a larger number of facilities in such locations relative to our largest competitor, which drives a significantly higher weighted average population density of approximately 3,000 persons per square mile.

We have a robust presence in key metropolitan statistical areas and ports throughout the United States, with a larger number of warehouses in such locations relative to our largest competitor, which drives a significantly higher weighted average population density of approximately 3,000 persons per square mile.

We have a particularly strong presence in top-tier U.S.

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Our business profile is highly diversified, which reduces risks to our cash flows from potential headwinds linked to any one facility, market, commodity, food consumption channel, or customer.

We operate 488 facilities globally, with no facility accounting for more than 1.3% of revenues during the year ended December 31, 2024.

We operate 501 warehouses globally, with no facility accounting for more than 1.4% of revenues during the year ended December 31, 2025.

We offer a broad range of warehousing services and integrated solutions around the world for a variety of customers with complex requirements in the food supply chain.

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These initiatives are strategically designed to standardize, integrate, and enhance the technological framework across our enterprise.

In addition, our deliberate and forward-thinking focus has allowed us to create what we believe is the largest automated portfolio in the industry with 82 fully-and semi-automated facilities backed by innovative proprietary software and an in-house automation team.

Due to the increasing demand for automated solutions from our customers, the higher construction cost of automated facilities, and the complexity of implementing automated solutions, we expect the growth of automation in our warehouse network to be a key differentiator for Lineage over time.

In addition, our deliberate and forward-thinking focus has allowed us to create what we believe is the largest automated portfolio in the industry with 83 fully- and semi-automated warehouses backed by innovative proprietary software and an in-house automation team.

Due to the increasing demand for automated solutions from our customers, the higher construction cost of automated warehouses, and the complexity of implementing automated solutions, we expect the growth of automation in our warehouse network to be a key differentiator for Lineage over time.

We use a standardized and disciplined approach to apply our best practices to integrating acquired companies.

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As of December 31, 2025, approximately 97% of our global warehousing segment revenue for the year ended December 31, 2025 was integrated on our human capital and financial ERP software.

As of December 31, 2024, approximately 76% of our global warehousing segment revenue for the year ended December 31, 2024 flowed through one of our four Core WMS, excluding facilities leased to customers and managed facilities.

As of December 31, 2025, approximately 67% of our global warehousing segment revenue for the year ended December 31, 2025 flowed through one of our four Core WMS, excluding facilities leased to customers and managed warehouses.

We expect increased penetration of our four Core WMS throughout our network to drive operational productivity, reduce general and administrative expenses, and accelerate our ability to deploy digital technology solutions network-wide.

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Through December 31, 2025, Lineage Link had been rolled out across approximately 74% of our network, as measured by global warehousing segment revenues for the year ended December 31, 2025, and we are in the process of further growing its penetration.

We believe the continued rollout of this tool and continued product enhancement will yield attractive future benefits.

We believe these technologies will support customer retention as we improve our responsiveness to our customers’ complex and evolving needs.

We are in the initial phases of deploying proprietary operating systems and third-party platforms to seek to drive NOI yield, operational productivity and process automation across our warehouse network and thereby drive margin improvement.

Our specialized warehouse execution system, LinOS, is engineered to boost our operational efficiency.

It employs unique, patented algorithms to optimize task allocation among team members and strategically prioritize tasks within our warehouses.

Currently operational in select automated facilities and piloted in select conventional warehouses, LinOS shows significant potential for extensive deployment across our warehouse network.

Additionally, our general and administrative spend currently includes substantial growth and technology investments, which we refer to as transformational technology G&A, such as the development and subsequent deployment of our technology operating systems.

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Additionally, our Revolving Credit Facility provides flexibility in funding our greenfield and expansion development pipeline and future acquisition opportunities, while our owned real estate provides us flexibility to access various financing options that may not be available otherwise and, in turn, allows us to access financing markets with the goal of minimizing our cost of capital.

may also attempt to access property-level secured debt, bank debt and the unsecured bond market, in each case across multiple currencies and geographies, which would provide us with capital-raising flexibility to fund our operations.

We have also increased our unencumbered asset pool to over $19.4 billion as of December 31, 2024, which we believe provides us with the ability to upsize our facilities while maintaining future flexibility.

We may also attempt to access property-level secured debt, bank debt and the unsecured bond market, in each case across multiple currencies and geographies, which would provide us with capital-raising flexibility to fund our operations.

Substantially all of our assets are unencumbered as of December 31, 2025, which we believe provides us with the ability to upsize our facilities while maintaining future flexibility.

We intend to preserve a flexible capital structure with an investment grade profile.

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• Growing our same warehouse NOI and free cash flow through numerous organic business initiatives we have developed over many years.

This growth helps delever our balance sheet and creates capacity for new investments.

This helps delever our balance sheet and creates capacity for new investments.

• Having our strong cash flows and our tax efficient REIT structure help to create an efficient and attractive cost of capital to support our inorganic growth.

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Same Warehouse Growth

We have a history of robust same warehouse growth with strong operating leverage and cash flow generation.

We expect to organically grow our warehouse business through the following business initiatives:

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Warehouse agreements and rate letters generally provide us with some flexibility to pass on rate increases to customers during the term of the contract.

Warehouse agreements and rate letters often also include mechanisms to adjust rates for inflationary cost increases and customer profile changes, while tariff

sheets are short-term in nature and can generally be updated upon 30 days advance notice.

Warehouse agreements and rate letters often also include mechanisms to adjust rates for inflationary cost increases and customer profile changes, while tariff sheets are short-term in nature and can generally be updated upon 30 days advance notice.

We are generally able to translate industry-wide rent increases into storage rate increases to customers, and our various rate adjustment mechanisms generally allow us to pass on both storage and handling rate increases to customers as necessary to account for inflation in operational costs such as wages, power, and warehouse supplies as well.

Additionally, we have been refining an array of tools to evaluate relative customer profitability to ensure that we are allocating our warehouse space to the customers that value it the most.

Additionally, we have been refining an array of tools to evaluate relative customer profitability so that we are allocating our warehouse space to the customers that value it the most.

• Aligning Rates with Cost to Serve .

We are deploying technologies such as a third-party contracting and invoicing platform to professionalize our commercial optimization capabilities across our company.

We are driving standardization of rates across our warehouse network as well as seeking to implement standardized billing practices to ensure that we are adequately compensated for all services performed.

We are driving standardization of rates across our warehouse network as well as seeking to implement standardized billing practices so that we are adequately compensated for all services performed.

Incremental cost to serve charges capturing previously unbilled services are anticipated to support NOI growth as these initiatives are implemented across our warehouse network.

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We seek to maximize energy efficiency in our warehouses through the application of best practices, implementation of the latest technology and generation of alternative sources of energy.

Our best practices include energy hedging strategies and a centralized energy and sustainability team that deploys these initiatives across our network to ensure standardization and minimization of energy waste.

Our best practices include energy hedging strategies and a centralized energy and sustainability team that deploys these initiatives across our network to drive standardization and minimization of energy waste.

The technologies we deploy to optimize energy efficiency include variable frequency drives, advanced refrigeration control systems, rapid close doors, motion sensor technology, LED lighting, and flywheeling.

Our approach to generating alternative sources of energy is primarily through the deployment of onsite solar, onsite battery capacity, and onsite generators.

Our focus on energy efficiency in our portfolio reduces our operating costs and supports stronger and more predictable NOI margins and growth while also supporting our sustainability initiatives.

Our focus on energy efficiency in our portfolio helps us to manage our operating costs and drive NOI margins and growth while also supporting our sustainability initiatives.

Transform the industry through our data science driven approach to warehouse control and design.

Our productivity and process automation initiatives are supported by our in-house data science team, which is comprised of approximately 50 applied science and product professionals that provide data-driven business intelligence and innovations to maximize operational efficiencies, revenues, profitability, energy efficiency, and cash flows.

Our productivity and process automation initiatives are supported by our in-house data science team, which provides data-driven business intelligence and innovations to maximize operational efficiencies, revenues, profitability, energy efficiency, and cash flows.

Our innovations have yielded 169 patents issued and 134 patents pending as of December 31, 2025, in such areas as facility design, methods and mechanisms for operating facilities, refrigeration and thermodynamic designs and cold-rated instrumentation.

These innovations offer numerous ways to potentially grow our NOI, including through optimization of our conventional racking systems, algorithms that better allocate tasks in the warehouse and improvements in electricity consumption for blast freezing.

for blast freezing.

We believe that many of these innovations have now been successfully piloted and can be rolled out to other similar use cases.

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We have spent significant time and cost to establish a team of experts in construction, energy, automation, and innovation, and we believe our development process and expertise, together with our robust pipeline of facility expansions and greenfield development, has the potential ability to drive future growth and ongoing value to our stockholders.

We believe we are an acquirer of choice in the industry, as demonstrated by our long history of acquiring leading companies through direct sourcing and long-term relationships with their owners.

Our acquisition strategy targets profitable businesses with strategic, high-quality assets that complement our network and customers’ needs.

These businesses often present opportunities to accretively deploy capital and recognize revenue and cost synergies.

We have extensive experience acquiring cold chain companies of all sizes.

In the last 17 years through December 31, 2024, we have executed 120 acquisitions with nearly two-thirds of those proprietarily sourced.

We intend to continue our track record of accretive capital deployment through the following business initiatives:

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In addition, we have spent considerable time and investment establishing an in-house warehouse network optimization team comprised of warehouse design, automation, and construction experts.

We expect our development expertise will continue to support our growth as we potentially realize the returns on our recently completed greenfield and expansion projects and deliver on our industry-leading pipeline of greenfield development and expansion opportunities.

We expect our development expertise will continue to support our growth as we realize the returns on our recently completed greenfield and expansion projects and deliver on our industry-leading pipeline of greenfield development and expansion opportunities.

• Recently Completed Greenfield and Expansion Projects.

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(in millions) (1)

December 31, 2024

Year Ended December 31, 2025

Less Operating

(in millions) Weighted

(in millions)

15 2.5 113 382 $757 $34 9%

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(in millions) Remaining

(in millions) Year Ended

December 31, 2024

(in millions) Year Ended December 31, 2025

Less Operating

(in millions) Weighted

(in millions)

9 1.9 144 443 $1,095 $679 ($3) 10%

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We intend to continue our leadership in temperature-controlled warehouse automation through development of next-generation automated warehouses as part of our pipeline.

We anticipate approximately 43% of the total added pallet positions of our facilities under construction as of December 31, 2024 will be fully automated.

Automated facilities generally produce a lower cost to serve and lower resource consumption, presenting an attractive solution to our customers and positioning us well to win new business and grow our cash flows from operations.

We anticipate approximately 89% of the total added pallet positions of our warehouses under construction as of December 31, 2025 will be fully automated.

Automated warehouses generally produce a lower cost to serve and lower resource consumption, presenting an attractive solution to our customers and positioning us well to win new business and grow our cash flows from operations.

• Future Long-Term Pipeline .

As of December 31, 2025, we owned approximately 1,513 acres of undeveloped land or “Land Bank” in addition to the owned land included in our under-construction pipeline.

Our Land Bank has the potential to support future greenfield development and expansion opportunities, with an estimated cost to replace as of December 31, 2024 of approximately $469 million based on broker inquiries, comparable land sales, and our internal estimates.

As of December 31, 2024, we were researching or underwriting a range of greenfield development and expansion opportunities as part of our future long-term pipeline, including 15 projects globally at various phases of research and underwriting.

The projects in our future long-term pipeline include both projects where we already own the land and projects for which we will need to acquire incremental land.

We currently expect

that the targeted weighted average NOI yield range of these projects will be generally consistent with our recent projects.

Our Land Bank has an estimated cost to replace as of December 31, 2025 of approximately $459 million based on broker inquiries, comparable land sales, and our internal estimates.

We continue to evaluate strategic opportunities for future greenfield development and expansion opportunities in markets with attractive growth prospects and in partnerships with our customers.

Estimated Land Bank

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(in millions) (2)

1,285 18.4 752 2.5 $469

Greenfield Development and

Expansion Opportunities Estimated

(in millions) (3)

(in thousands) (3)

Construction Cost

(in millions)

15 3.0 189 678 $1,652

North America 1,292 16.6 688 2.3 $ 326

Europe 182 2.8 102 0.3 81

Asia-Pacific 39 0.6 21 0.1 52

Total 1,513 20.0 811 2.7 $ 459

(1) Square feet, cubic feet and pallet positions reflect potential capacity undeveloped land can support through future greenfield development and expansion based on typical warehouse designs.

(2) Estimated cost to replace is based on broker inquiries, comparable land sales, and our internal estimates as of March 31, 2024.

(3) Square feet, cubic feet, and pallet positions reflect potential capacity of greenfield development and expansion opportunities based on current research and underwriting.

We have not commenced construction on any potential projects in our long-term pipeline, the completion of which is subject to various factors, including budgeting, diligence, internal and third-party approvals, and other factors.

No assurance can be given that we will pursue or complete any of these projects on the terms currently contemplated, or at all, that the actual cost or completion dates of any of these projects will not exceed our estimates or that the targeted NOI yield range of these projects will be consistent with our current projects.

(2) Estimated cost to replace is based on broker inquiries, comparable land sales, and our internal estimates as of December 31, 2025.

Capitalize on strategically attractive and financially accretive acquisition opportunities.

The temperature-controlled warehousing sector remains highly fragmented and is generally comprised of many family-owned and independent companies that may lack the capital, technology, customer relationships, development expertise, technical knowledge, and management sophistication that we possess.

We believe that ample acquisition opportunities remain in our largest market, the U.S.

In addition, we believe that there remain substantial whitespace opportunities in geographies such as Europe, Asia, the Middle East, and Africa.

As a result, we see significant potential opportunity in continuing to execute on our proven acquisition strategy, which targets profitable businesses with strategic, high-quality assets that complement our warehouse network and customers’ needs.

While new supply of temperature-controlled warehousing capacity has come online in recent years, we believe that there remain select markets with opportunities to continue to execute on our proven acquisition strategy, which targets profitable businesses with strategic, high-quality assets that complement our warehouse

network and customers’ needs.

In addition to operating businesses, there also remain real estate opportunities to acquire triple-net-leased facilities and execute sale-leaseback transactions with customers and other cold storage operators.

• Status as an Acquirer of Choice Supports Robust Acquisition Opportunities.

• Status as an Acquirer of Choice Supports Strategic Acquisition Opportunities.

We believe we are an acquirer of choice in the industry, as demonstrated by our long history of executing strategic acquisitions through direct sourcing and long-term relationships with their owners.

Over the course of our extensive acquisition history, we have successfully leveraged existing relationships and direct sourcing channels for nearly two-thirds of the companies we have acquired, with the remainder coming to fruition through successful bidding in advisor-led sale processes.

In addition, we believe we enjoy multiple advantages when participating in sale processes, including our prolific transaction experience and track record of quickly closing transactions and our flexible balance sheet.

We have extensive experience acquiring cold chain companies of all sizes.

In the last 18 years through December 31, 2025, we have executed 126 acquisitions with nearly two-thirds of those proprietarily sourced, with the remainder coming to fruition through successful bidding in advisor-led sale processes.

In addition, we believe we enjoy multiple advantages when participating in sale processes, including our prolific transaction experience, track record of quickly closing transactions, and our flexible balance sheet.

• Multiple Levers to Drive Value Creation Post Acquisitions.

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We have a standardized and disciplined approach to integrating acquired companies while bringing acquired team members into the Lineage family.

Through this approach and an open mindset to learn and adopt best practices of newly acquired business, we can seek to capitalize on growth opportunities beyond the acquisition date.

Through this approach and an open mindset to learn and adopt best practices of newly acquired businesses, we can seek to capitalize on growth opportunities beyond the acquisition date.

We are involved in providing services to food producers, distributors and retailers whose businesses, in some cases, are seasonal.

Economic and physical occupancy rates and warehouse revenues on a portfolio-wide basis are generally the lowest during May and June.

Economic and physical occupancy rates and warehouse revenues on a portfolio-wide basis are generally the lowest during June and July.

The diversification of our business across different commodities mitigates, in part, the impact of seasonality as peak demand for various products occurs at different times of the year (for example, demand for ice cream is typically highest in the summer while demand for frozen turkeys usually peaks in the late fall).

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The technologies we deploy to optimize energy efficiency include variable frequency drives, refrigeration control systems, rapid close doors, motion sensor technology, LED lighting and flywheeling.

Further, we believe that automated facilities can significantly reduce energy intensity as compared to conventional facilities.

Select recent examples within our network indicate reductions of approximately 20% as measured by kWh usage per pallet position in automated facilities relative to conventional facilities in the same metropolitan areas.

Further, we believe that automated warehouses can significantly reduce energy intensity as compared to conventional warehouses.

Select recent examples within our network indicate reductions of approximately 22% as measured by kWh usage per pallet position in automated warehouses relative to conventional warehouses in the same metropolitan areas.

• Alternative Energy Generation :

We are also focused on generating alternative sources of energy through on-site solar, battery storage and linear generators.

Our global sustainability strategy allows us to buy power at a cheaper cost and monetize carbon credits to offset energy costs and is also supportive of our sustainability strategy.

Our energy strategy allows us to buy power at a cheaper cost and

monetize carbon credits to offset energy costs.

Through solar systems at our facilities, we had installed capacity of 222 megawatts of solar energy as of December 31, 2025.

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Environmental Matters

Our operations are subject to a wide range of environmental laws and regulations in each of the locations in which we operate, and compliance with these requirements involves expertise, significant capital and operating costs.

Failure to comply with these

environmental requirements can result in civil or criminal fines or sanctions, claims for environmental damages, remediation obligations, revocation of permits, or restrictions on our operations, and future changes in environmental laws or in the interpretation of those laws, including stricter requirements affecting our operations, could result in increased capital and operating costs.

Under various United States federal, state, and local environmental laws, a current or previous owner or operator of real property may be liable for the entire cost of investigating, removing, and 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.

The presence of hazardous or toxic substances on our properties, or the failure to properly remediate contaminated properties, could give rise to liens in favor of the government for failure to address the contamination, or otherwise adversely affect our ability to sell or lease properties or borrow using our properties as collateral.

Environmental laws also may impose restrictions on the manner in which properties may be used or how our businesses may be operated.

Under environmental laws, a property owner or operator is subject to compliance obligations, potential government sanctions for violations or natural resource damages, claims from private parties for cleanup contribution or other environmental damages, and investigation and remediation costs.

In connection with the acquisition, ownership, or operation of our properties, we may be exposed to such costs.

The cost of resolving environmental, property damage, or personal injury claims, of compliance with environmental regulatory requirements, of paying fines or meeting new or stricter environmental requirements, or of remediating contaminated properties be significant.

In the future, our stakeholders may demand lower indirect emissions associated with the storage and transportation of refrigerated and frozen foods, which, if we are unable to meet these demands, could lead customers to seek temperature-controlled storage from our competitors or increase demand for alternatives to refrigerated and frozen foods.

Further, such demand could require us to implement various processes to reduce emissions from our operations in order to remain competitive.

Our operations are subject to a wide range of international, United States federal, state, and local environmental laws and regulations in each of the locations in which we operate, and compliance with these requirements involves expertise, significant capital expenditures, and operating costs.

Most of our warehouses utilize anhydrous ammonia (“NH 3 ”) as a refrigerant.

Anhydrous ammonia is classified as a hazardous chemical regulated by the U.S.

Environmental Protection Agency (“EPA”) and a significant release of anhydrous ammonia from one of our properties could result in injuries, loss of life, and property damage.

Environmental Protection Agency (“EPA”) and various other agencies in the locations in which we operate, and an accident or a significant release of anhydrous ammonia from one of our properties could result in injuries, loss of life, and property damage.

Releases of anhydrous ammonia may occur at our warehouses from time to time due to routine maintenance or an unanticipated mechanical failure.

Although we cannot predict the extent of our liabilities as a result of these incidents, we expect any related product damage claims to be covered by insurance, subject to applicable deductibles.

Although our warehouses have risk management programs required by U.S.

Department of Labor Occupational Safety and Health Administration (“OSHA”), the EPA, and other regulatory agencies in place, we could incur liability in the event of an unanticipated release of anhydrous ammonia from one of our refrigeration systems.

Our warehouses also may have under-floor heating systems, some of which utilize chemicals such as ethylene glycol;

releases from these systems could potentially contaminate soil and groundwater.

Nearly all of our properties have been the subject of environmental assessments conducted by environmental consultants.

However, many of these assessments are not current.

Most of these assessments have not included soil sampling or subsurface investigations.

Many of our older properties have not had asbestos surveys.

In many instances, we have not conducted further investigations of environmental conditions disclosed in these environmental assessments, nor can we be assured that these environmental assessments have identified all potential environmental liabilities associated with our properties.

Material environmental conditions, liabilities, or compliance concerns may arise after the date of the environmental assessments on our properties.

Moreover, there can be no assurance that (1) future laws, ordinances or regulations will not impose new material environmental obligations or costs, including with respect to the potential effects of climate change or new climate change regulations, (2) we will not incur material liabilities in connection with known or undiscovered environmental conditions arising out of past activities on our properties or (3) our properties will not be adversely affected by the operations of customers, by environmental impacts or operations on neighboring properties (such as releases from underground storage tanks), or by the actions of parties unrelated to us.

Although we cannot predict the extent of our liabilities as a result of such incidents, we expect any related product damage claims to be covered by insurance, subject to applicable deductibles.

Our warehouses have risk management programs required by U.S.

Department of Labor Occupational Safety and Health Administration (“OSHA”), the EPA, and other regulatory agencies.

Food Safety Regulations

Most of our warehouses are subject to compliance with federal regulations regarding food safety.

Under the Public Health Security and Bioterrorism Preparedness and Response Act of 2002, the United States Food and Drug Administration, or the FDA, requires us to register all warehouses in which food is stored and further requires us to maintain records of sources and recipients

of food for purposes of food recalls.

The Food Safety Modernization Act, or FSMA, was signed into law in January 2011 and significantly expanded the FDA’s authority over food safety, providing the FDA with new tools to proactively ensure the safety of the entire food system, including for example, new hazard analysis and preventive controls requirements, food safety planning, requirements for sanitary transportation of food, increased inspections, and mandatory food recalls under certain circumstances.

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

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 employees who may be injured at our warehouses.

The cost of complying with OSHA and similar laws enacted by states and other jurisdictions in which we operate can be substantial.

International Regulations

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We believe that our properties are currently in substantial compliance with all such regulatory requirements.

However, there can be no assurance that these requirements will not be changed or that new requirements will not be imposed which would require significant unanticipated expenditures by us.

We carry insurance for the risks arising out of our business and operations, including coverage on all of our properties in an amount that we believe adequately covers any potential casualty losses.

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In the event that any of our properties incurs a casualty loss that is not covered by insurance (in part or at all), the value of our assets will be reduced by the amount of any such uninsured loss, and we could experience a significant loss of capital invested and potential revenues in these properties.

Any such losses could materially and adversely affect us.

In addition, we may have no source of funding to repair or reconstruct the damaged property, and we cannot assure you that any such sources of funding will be available to us for such purposes in the future on favorable terms or at all.

In the event of a fire, flood, or other occurrence involving the loss of or damage to stored products held by us but belonging to others, we may be liable for such loss or damage.

Although we have an insurance program in effect, there can be no assurance that such potential liability will not exceed the applicable coverage limits under our insurance policies.

Limit adequacy is

reviewed annually.

We have 86 facilities in zones subject to what we believe to be a moderate to high risk of flooding, in each case exposing them to increased risk of casualty.

If we or one or more of our customers experiences a loss for which we are liable and that loss is uninsured or exceeds policy limits, we could lose the capital invested in the damaged properties as well as the anticipated future cash flows from those properties.

In addition, if the damaged properties are subject to recourse indebtedness, we would continue to be liable for the indebtedness, even if these properties were irreparably damaged.

In our Global Warehousing segment, the principal competitive factors are warehouse location, warehouse and yard size, space availability, warehouse type, design/layout, number of temperature zones, types of service, degree of automation and price.

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Lineage has robust safety and compliance policies and programs, and we track safety and compliance metrics throughout the year.

Our total global recordable incidence rate (“TIR”) of 3.4 for the year ended

December 31, 2024 is approximately 21% lower than the most current industry average of 4.3 for refrigerated warehousing and storage.

Our total global recordable incidence rate (“TIR”) for the year ended December 31, 2025 was 3.6, as compared to an average TIR of 4.2 across applicable sector industries, based on the most recently published data from the U.S.

Bureau of Labor Statistics.

TIR is a measure of occupational health and safety based on the number of recordable safety incidents reported against the number of hours worked based on the OSHA record-keeping criteria (injuries per 200,000 hours).

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Inclusion and Belonging

The range of our team members’ experiences and backgrounds is core to our innovative culture.

We are committed to providing a working environment in which team members, customers, and community partners know they are respected.

We strive to identify and eliminate barriers that could prevent the full participation of any individual or group.

It is our policy to recruit talent based on skill, knowledge and experience, without discrimination.

We are an equal opportunity employer, with all qualified applicants receiving consideration for employment without regard to race, color, national origin, ancestry, religion, genetic information, physical or mental disability, marital status, age, sexual orientation or identification, gender, veteran status, political affiliation, physical appearance, or any other characteristic protected by federal, state or local law.

We evaluate compensation equity regularly and address pay disparities as appropriate.

We are committed to developing and implementing programs and practices that create a supportive learning environment and encompasses the inclusion of various perspectives and experiences.

We are committed to team member development and training.

Our team members are offered regular opportunities to participate in formal and informal personal growth and professional development programs and opportunities.

Our commitment to Inclusion and Belonging is highlighted by our establishment of multiple Employee Resource Groups, or ERGs, open to all employees, to support and strengthen our team.

We anchor our overall approach in our six core values of safe, trust, respect, innovation, bold, and servant leadership, which drives how we develop team members and celebrate wins.

The range of our team members’ experiences, backgrounds, and perspectives is fundamental to our culture and supports our ability to innovate and operate effectively.

We are committed to fostering a working environment in which team members, customers, and community partners are treated with dignity and respect.

We seek to identify, reduce, and eliminate barriers that may limit full participation or advancement, and we recruit, hire, and promote talent based on skills, knowledge, experience, and performance.

We are an equal opportunity employer.

All qualified applicants and team members receive consideration without regard to race, color, national origin, ancestry, religion, genetic information, physical or mental disability, marital status, age, sexual orientation, gender identity or expression, veteran status, political affiliation, physical appearance, or any other characteristic protected by applicable federal, state, or local law.

We regularly evaluate compensation practices to assess equity across roles and levels and address identified pay disparities, as appropriate.

We also invest in team member development through a range of formal and informal learning opportunities designed to support professional growth, leadership development, and continuous improvement.

Our commitment to inclusion and belonging is further reflected in our Employee Resource Groups (ERGs), which are open to all team members and serve as forums for connection, learning, and engagement across the organization.

These groups help strengthen our culture, inform business practices, and support talent development.

Our approach to inclusion and belonging is grounded in our six core values — safety,

trust, respect, innovation, boldness, and servant leadership — which guide how we develop our people, collaborate across teams, and recognize contributions throughout the organization.

Total Rewards

We provide programs and benefits designed to attract, retain and reward high-performing team members.

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

To foster a stronger sense of ownership, aid in retention, and align the interests of our team members with our stockholders, we provide restricted stock units to eligible team members through our equity incentive programs.

Business Conduct and Ethics

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We are striving to be the standard for honest, ethical, and responsible business in the temperature-controlled warehouse industry.

To support this commitment, we recently adopted our refreshed Code of Conduct.

Our Code of Conduct is available in the languages in which we conduct business and addresses global regulatory topics through three substantive sections:

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Securities and Exchange Commission (“SEC”).

The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

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

What changed 10-K

Item 1. Business