13 unchanged sentences
• Many of our costs, such as operating expenses, interest expense, and real estate acquisition and construction costs could be adversely impacted by periods of heightened inflation.
−Removed: • Labor shortages, increased turnover, and work stoppages have in the past, and may in the future, continue to disrupt our or our customers’ operations, increase costs, and negatively impact our profitability.
−Removed: • Supply chain disruptions may continue to negatively impact our business.
−Removed: • We are exposed to risks associated with expansion and development, which could result in returns below expectations and unforeseen costs and liabilities.
+Added: • Labor shortages, increased turnover, and work stoppages have in the past disrupted, and may in the future disrupt, our or our customers’ operations, increase costs, and negatively impact our profitability.
+Added: • Supply chain disruptions have in the past, and may again in the future, negatively impact our business.
+Added: • We are exposed to risks associated with expansion and development, including greenfields, which could result in returns below expectations and unforeseen costs and liabilities.
• Our integrated solutions business depends on the performance of our global warehousing business.
−Removed: • Our growth may strain our management and resources, which may have a material adverse effect on us.
• A portion of our future growth depends upon acquisitions and we may be unable to identify, complete, and successfully integrate acquisitions, which may impede our growth, and our future acquisitions may not achieve their intended benefits or may disrupt our plans and operations.
2 unchanged sentences
• We depend on IT systems to operate our business, and issues with maintaining, upgrading, or implementing these systems, could have a material adverse effect on our business.
+Added: • We may be subject to risks associated with artificial intelligence.
• We are subject to additional risks with respect to our current and potential international operations and properties.
+Added: • Competition in certain of our markets has increased recently and may increase further or in other markets over time if our competitors open new warehouses or expand their logistics or integrated service offerings that compete with our offerings.
• Power costs may increase or be subject to volatility, which could result in increased costs that we may be unable to recover.
1 unchanged sentence
• We are a “controlled company” within the meaning of Nasdaq rules and, as a result, qualify for, and may rely on, exemptions from certain corporate governance requirements.
−Removed: You will not have the same protections afforded to stockholders of companies that are subject to such requirements.
+Added: You do not have the same protections afforded to stockholders of companies that are subject to such requirements.
+Added: • We identified a material weakness in our internal control over financial reporting as of December 31, 2025.
+Added: Material weaknesses or a failure to maintain an effective system of internal control over financial reporting could prevent us from
+Added: accurately reporting our financial results in a timely manner, which would likely have a negative effect on the market price of our common stock.
• We could incur significant costs under environmental laws related to the presence and management of asbestos, anhydrous ammonia, and other chemicals and underground storage tanks.
1 unchanged sentence
• We have significant indebtedness outstanding, which may expose us to the risk of default under our debt obligations.
−Removed: • Increases in interest rates could increase the amount of our debt payments.
+Added: • Increases in interest rates could increase the amount of our debt payments and interest expense.
• Market conditions could adversely affect our ability to refinance existing indebtedness or obtain additional financing for growth on acceptable terms or at all, which could materially and adversely affect us.
−Removed: • Our Co-Executive Chairmen will have substantial influence over our business, and our Co-Executive Chairmen’s interests, and the interests of certain members of our management, will differ from our interests and those of our other stockholders in certain respects.
+Added: • Our Co-Executive Chairmen have substantial influence over our business, and our Co-Executive Chairmen’s interests, and the interests of certain members of our management, differ from our interests and those of our other stockholders in certain respects.
• Our charter and bylaws contain provisions that may delay, defer, or prevent an acquisition of our common stock or a change in control.
8 unchanged sentences
For example, the demand for seafood, packaged foods and proteins such as poultry, pork and beef and the production of such products directly impacts the need for temperature-controlled warehouse space to store such products for our customers.
−Removed: Although our customers collectively store a diverse product mix in our temperature-controlled warehouses, declines in production of or demand
−Removed: for their products could cause our customers to reduce their inventory levels at and throughput through our warehouses, which could reduce the storage, handling and other fees payable to us and materially and adversely affect us.
+Added: Declines in production of or demand for our customers’ products could cause our customers to reduce their inventory levels at and throughput through our warehouses, which could reduce the storage, handling and other fees payable to us and materially and adversely affect us.
The temperature-controlled warehouses that comprise our global warehousing business are concentrated in certain geographic areas, some of which are particularly susceptible to adverse local conditions.
1 unchanged sentence
Although we own or hold leasehold interests in warehouses across the United States and globally, many of these warehouses are concentrated in a few geographic areas.
−Removed: For example, approximately 8% of our owned or leased warehouses were located in the Netherlands, 7% were in Washington, 7% were in California, 7% were in Illinois, and 6% were in Texas (in each case, on a cubic-foot basis based on information as of December 31, 2024).
+Added: For example, approximately 10% of our owned or leased warehouses were located in California, 8% were in Washington, 8% were in the Netherlands, 6% were in Illinois, and 6% were in Texas (in each case, on a cubic-foot basis based on information as of December 31, 2025).
This geographic concentration could adversely affect our operating performance if conditions become less favorable in any of the states or markets within such states in which we have a concentration of properties.
−Removed: We cannot assure you that any of our markets will grow, not experience adverse developments or that underlying real estate fundamentals will be favorable to owners and operators of service-oriented or experience-based properties.
+Added: We cannot assure you that any of our markets will grow, not experience adverse developments or that
+Added: underlying real estate fundamentals will be favorable to owners and operators of service-oriented or experience-based properties.
Our operations may also be affected if competing properties are built in our markets.
Local conditions may include natural disasters, periods of economic slowdown or recession, regulatory changes, labor shortages or strikes, localized oversupply in warehousing space or reductions in demand for warehousing space, adverse agricultural events, road or rail line closures, disruptions in logistics systems, such as transportation and tracking systems for our customers’ inventory, and power outages.
−Removed: We also maintain facilities in areas that may be susceptible to natural disasters or other serious disruptions caused by record or sustained high temperatures, fire, earthquakes, droughts, floods, or other causes that may spoil, damage or destroy a significant portion of customer inventory.
−Removed: In addition, adverse weather patterns may affect local harvests, which could have an adverse effect on our customers and cause them to reduce their inventory levels at our warehouses, which could in turn materially and adversely affect us.
Our inability to quickly and effectively restore operations following adverse weather or a localized disaster, or economic or other disturbance in a key geography could materially and adversely affect us.
−Removed: Although our property insurance typically insures us against such risks, these policies are subject to deductibles and customary exclusions, and there can be no assurance that such potential liability will not exceed the applicable coverage limits under our insurance policies.
+Added: Our property insurance policies are subject to deductibles and customary exclusions, and there can be no assurance that such potential liability will not exceed the applicable coverage limits under our insurance policies.
Global market and economic conditions may materially and adversely affect us.
−Removed: Adverse economic conditions such as high unemployment levels, interest rates, tariffs, tax rates and fuel and energy costs may have an impact on the results of operations and financial conditions.
The success of our business will be affected by general economic and market conditions, as well as by changes in laws, currency exchange controls and national and international political, environmental and socio-economic circumstances.
−Removed: Specifically, our business operations are sensitive to the systemic impact of inflation, the availability and cost of credit, declines in the real estate market, increases in fuel, energy and power costs and geopolitical issues.
+Added: Specifically, our business operations are sensitive to the systemic impact of inflation, tariffs, the availability and cost of credit, declines in the real estate market, increases in fuel, energy and power costs and geopolitical issues.
A severe or prolonged economic downturn may adversely impact the general availability of credit to businesses and could lead to a weakening of the U.S.
12 unchanged sentences
Many of our costs, such as operating expenses, interest expense, and real estate acquisition and construction costs could be adversely impacted by periods of heightened inflation.
−Removed: Inflation in North America, Europe, and the Asia-Pacific region has risen to levels not experienced in recent decades and we are seeing its impact on various aspects of our business.
+Added: In recent years, inflation in North America, Europe, and the Asia-Pacific region rose to levels not experienced in recent decades, and we have seen its impact on various aspects of our business.
+Added: While inflation levels have slowed globally throughout 2025, we continue to see the impact of rising costs.
Certain of our expenses, including, but not limited to, labor costs, utility costs (power in particular), interest expense, property taxes, insurance premiums, equipment repair and replacement, and other operating expenses are subject to inflationary pressures that have and may continue to negatively impact our business and results of operations.
−Removed: While we seek to reduce the impact of inflation by increased operating efficiencies and embedded rate escalation or price increases to our customers to offset increased costs and while regulators’ efforts to reduce inflation have been achieved varying levels of success, there can be no assurance that we will be able to offset future inflationary cost increases in whole or in part, which could adversely impact our profit margins.
−Removed: We may be limited in our ability to obtain reimbursement from customers under existing contracts for any increases in operating expenses such as labor, electricity charges, maintenance costs, taxes, including real estate and income taxes, or other real estate-related costs.
+Added: Our efforts to reduce the impact of inflation by increased operating efficiencies and embedded rate escalation or price increases to our customers may not be successful, and there can be no assurance that we will be able to offset future inflationary cost increases in whole or in part, which could adversely impact our profit margins.
+Added: We may be limited in our ability to obtain reimbursement from customers under existing contracts for any increases in operating expenses.
Unless we are able to offset any unexpected costs in a timely manner, or at all, with sufficient revenues through new contracts or new customers, increases in these costs would lower our operating margins and could materially and adversely affect us.
+Added: In addition, higher food costs have continued to impact end-consumers’ buying decisions for certain commodities, which could negatively impact specific customers.
Additionally, inflation may have a negative effect on the construction costs necessary to complete our greenfield development and expansion projects, including, but not limited to, costs of construction materials, labor and services from third-party contractors and suppliers.
−Removed: We rely on a number of third-party suppliers and contractors to supply raw materials, skilled labor, and services for our construction projects.
−Removed: Notwithstanding our efforts to manage certain increases in the costs of construction materials in our greenfield development and expansion projects through either general budget contingencies built into our overall project construction costs estimates or guaranteed maximum price construction contracts (which stipulate a maximum price for certain construction costs and shift inflation risk to our construction general contractors), no assurance can be given that our budget contingencies would accurately account for potential construction cost increases given the current severity of inflation and variety of contributing factors, or that our general contractors would be able to absorb such increases in costs and complete our construction projects timely, within budget, or at all.
Higher construction costs could adversely impact our investments in real estate assets and expected yields on our greenfield development and expansion projects, which may make otherwise lucrative investment opportunities less profitable to us.
−Removed: Our reliance on a number of third-party suppliers and contractors may also make such investment opportunities unattainable if we are unable to sufficiently fund our projects due to significant cost increases, or are unable to obtain the resources and materials to do so reasonably due to disrupted supply chains.
−Removed: As a result, our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations and to pay dividends and distributions to security holders could be adversely affected over time.
−Removed: Our exposure to increases in interest rates is limited to our variable-rate borrowings, which primarily consist of borrowings under our Revolving Credit Facility and our Term Loan A.
−Removed: As of December 31, 2024, we had $2.9 billion of our outstanding consolidated indebtedness that is variable-rate debt.
−Removed: However, the effect of inflation on interest rates could increase our financing costs over time, either through near-term borrowings on our floating-rate lines of credit or refinancing of our existing borrowings that may incur higher interest expenses related to the issuance of new debt.
−Removed: For more information, see “Risk Factors—Risks Related to Our Indebtedness—Increases in interest rates could increase the amount of our debt payments.”
−Removed: In addition, historically, during periods of increasing interest rates, real estate valuations have generally decreased as a result of rising capitalization rates, which tend to be positively correlated with interest rates.
−Removed: Consequently, prolonged periods of higher interest rates may negatively impact the valuation of our portfolio and result in the decline of the quoted trading price of our securities and market capitalization, as well as lower sales proceeds from future dispositions.
−Removed: Labor shortages, increased turnover, and work stoppages have in the past, and may in the future, continue to disrupt our or our customers’ operations, increase costs, and negatively impact our profitability.
+Added: Labor shortages, increased turnover, and work stoppages have in the past disrupted, and may in the future disrupt, our or our customers’ operations, increase costs, and negatively impact our profitability.
We hire our own workforce to handle product in and out of storage for our customers in most of our facilities.
1 unchanged sentence
The labor markets in the industries in which we operate are competitive, and we have historically experienced some level of ordinary course turnover of employees.
−Removed: A number of factors have had and may continue to have adverse effects on
−Removed: the labor force available to us, including reduced employment pools and shortages in other industries with which we compete for labor, government regulations, which include laws and regulations related to workers’ health and safety, wage and hour practices and immigration.
+Added: A number of factors have had and may continue to have adverse effects on the labor force available to us, including reduced employment pools and shortages in other industries with which we compete for labor, government regulations, which include laws, regulations, and policies related to workers’ health and safety, wage and hour practices and immigration.
In addition, we seek to optimize our mix of permanent and temporary team members in our facilities, as temporary team members typically result in higher costs and lower efficiency.
7 unchanged sentences
If a greater percentage of our workforce becomes unionized, or if we fail to renegotiate our expired or expiring collective bargaining agreements on favorable terms in a timely manner or at all, we could be materially and adversely affected.
−Removed: In addition, our customers’ operations are subject to labor shortages and disruptions that could continue to negatively impact their production capability, resulting in reduced volume of product for storage.
+Added: In addition, our customers’ operations are subject to labor shortages and disruptions that could negatively impact their production capability, resulting in reduced volume of product for storage.
In addition, labor shortages and disruptions impacting the transportation industry may hamper the timely movement of goods into and out of our warehouses.
10 unchanged sentences
If we fail to attract and retain qualified and skilled personnel, we could be materially and adversely affected.
−Removed: Supply chain disruptions may continue to negatively impact our business.
+Added: Supply chain disruptions have in the past, and may again in the future, negatively impact our business.
Our business has in the past and may from time to time be impacted by supply chain disruptions, which impact, among other things, labor availability, raw material availability, manufacturing and food production, construction materials and transportation, including increased costs, reduced options, and timing delays with respect to the foregoing.
Continued disruptions in the supply chain impacting the availability of materials, causing delays in manufacturing and production, including in our customers’ products, shipping delays and other supply chain problems could materially and adversely impact us.
−Removed: We are exposed to risks associated with expansion and development, which could result in returns below expectations and unforeseen costs and liabilities.
+Added: We are exposed to risks associated with expansion and development, including greenfields, which could result in returns below expectations and unforeseen costs and liabilities.
We have engaged, and we expect to continue to engage, in expansion and development activities, including greenfield development and expansion projects, with respect to certain of our properties.
6 unchanged sentences
• supply chain disruptions or delays in receiving materials or support from vendors or contractors could impact the timing of stabilization of expansion and development projects;
−Removed: • the potential that we may expend funds on and devote management time and attention to projects which we do not complete;
• newly developed properties do not have an operating history that would allow objective pricing decisions in determining whether to invest our capital in such properties;
6 unchanged sentences
The actual initial full year stabilized NOI yields from our greenfield development and expansion projects may not be consistent with the targeted NOI yield ranges set forth in this Annual Report.
−Removed: As of December 31, 2024, we had 23 greenfield development and expansion projects that had been completed since December 31, 2021 and six greenfield development and expansion projects under construction.
+Added: As of December 31, 2025, we had 15 greenfield development and expansion projects that had been completed since January 1, 2023 and nine greenfield development and expansion projects under construction.
As a part of our standard development and expansion underwriting process, we analyze the estimated initial full year stabilized NOI yield we expect to derive from each greenfield development project and the estimated incremental initial full year stabilized NOI yield we expect to derive from each expansion project, as applicable, and establish a targeted NOI yield range.
−Removed: We define estimated initial full year
−Removed: stabilized NOI yield as the percentage of the total estimated cost to complete the greenfield development or expansion project represented by the estimated initial full year stabilized NOI from the greenfield development project or the estimated incremental initial full year stabilized NOI from the expansion project.
+Added: We define estimated initial full year stabilized NOI yield as the percentage of the total estimated cost to complete the greenfield development or expansion project represented by the estimated initial full year stabilized NOI from the greenfield development project or the estimated incremental initial full year stabilized NOI from the expansion project.
For greenfield development projects, we calculate the estimated initial full year stabilized NOI by subtracting the greenfield development project’s estimated initial full year stabilized operating expenses (before interest expense, income taxes (if any) and depreciation and amortization) from its estimated initial full year stabilized revenue.
4 unchanged sentences
We can provide no assurance that the actual initial full year stabilized NOI yields from our greenfield development and expansion projects will be consistent with the targeted NOI yield ranges set forth in this Annual Report.
−Removed: Our future greenfield development and expansion activity may not be consistent with the estimates related to our future long-term pipeline set forth in this Annual Report.
−Removed: 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, with an estimated construction cost of approximately $1.7 billion and potential contribution of approximately 3.0 million square feet, approximately 189 million cubic feet and approximately 678 thousand pallet positions.
−Removed: 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.
−Removed: We caution you not to place undue reliance on the projections related to our future long-term pipeline because they are based solely on our estimates, using data currently available to us, and our business plans as of the date of this Annual Report.
−Removed: Our actual greenfield development and expansion activity may differ substantially from our projections based on numerous factors, including our inability to acquire the necessary incremental land or obtain necessary zoning, land use and other required entitlements, as well as building and other required governmental permits and authorizations, and changes in the entitlement, permitting and authorization processes that may restrict or delay our ability to execute on our future long-term pipeline.
−Removed: Moreover, we may strategically choose not to execute on our future long-term pipeline or be unable to do so as a result of factors beyond our control, including our inability to obtain financing on terms and conditions that we find acceptable, or at all, and fund our development and expansion activities.
−Removed: We can provide no assurance that actual greenfield development and expansion activity and/or any particular project will be consistent with the projections for our future long-term pipeline set forth in this Annual Report.
The short-term nature and lack of minimum storage guarantees in many of our customer contracts exposes us to certain risks that could have a material adverse effect on us.
12 unchanged sentences
Our integrated solutions business complements our global warehousing services.
−Removed: For example, within transportation, which is the largest area within our integrated solutions business, our core focus areas are multi-vendor less-than-full-truckload consolidation, transportation brokerage and drayage services to and from ports.
+Added: For example, within transportation, which is the largest area within our integrated solutions business, our core focus areas are multi-vendor less-than-full-truckload
+Added: consolidation, transportation brokerage and drayage services to and from ports.
Because we provide this integrated solutions business to our warehouse customers, the success of our integrated solutions business depends on the performance of our global warehousing business.
4 unchanged sentences
Our need for working capital will increase as our operations grow.
−Removed: There can be no assurance that we will be able to adapt our portfolio management, administrative, accounting, IT and operational systems to support any growth we may experience.
+Added: There can be no assurance that we will be able to adapt our portfolio management, administrative, accounting, information technology (“IT”) and operational systems to support any growth we may experience.
Failure to oversee our current portfolio of properties and manage our growth effectively, or to obtain necessary working capital and funds for capital improvements, could have a material adverse effect on us.
−Removed: In addition, our inability to obtain necessary working capital and funds for capital improvements or to successfully deploy capital on accretive projects could impede our growth.
A portion of our future growth depends upon acquisitions and we may be unable to identify, complete, and successfully integrate acquisitions, which may impede our growth, and our future acquisitions may not achieve their intended benefits or may disrupt our plans and operations.
−Removed: We have executed on 120 acquisitions since our first acquisition in 2008 through December 31, 2024.
+Added: We have executed 126 acquisitions since our first acquisition in 2008 through December 31, 2025.
Our ability to expand through acquisitions requires us to identify and complete acquisitions that are compatible with our growth strategy and to successfully integrate and operate these newly-acquired companies and/or properties.
1 unchanged sentence
In addition, future acquisitions may generate lower returns than past acquisitions, and past acquisitions may not generate the same returns as they did previously.
−Removed: Our ability to identify and complete acquisitions of suitable companies and/or properties on favorable terms, or at all, and to successfully integrate and operate them to meet our financial, operational and strategic expectations may be constrained by the following risks, among others:
−Removed: • we face competition from other real estate investors with significant capital, including REITs and institutional investment funds, which may be able to accept more risk than we can prudently manage, including risks associated with paying higher acquisition prices;
−Removed: • we face competition from other potential acquirers that may significantly increase the purchase price for a company and/or property we acquire, which could reduce our growth prospects or returns;
−Removed: • we may incur significant costs and divert management’s attention in connection with evaluating and negotiating potential acquisitions, including ones that we are subsequently unable to complete;
−Removed: • we may acquire companies or properties that are not accretive to our operating and financial results upon acquisition, and we may be unsuccessful in integrating and operating such companies or properties in accordance with our expectations;
−Removed: • our cash flow from an acquired company or property may be insufficient to meet our required principal and interest payments with respect to any debt used to finance the acquisition of such company or property;
−Removed: • we may discover unexpected items, such as unknown liabilities, during our due diligence investigation of a potential acquisition or other customary closing conditions may not be satisfied, causing us to abandon an acquisition opportunity after incurring expenses related thereto;
−Removed: • we may face opposition from governmental authorities or third parties alleging that potential acquisition transactions are anti-competitive, and as a result, we may have to spend a significant amount of time and expense to respond to related inquiries, or governmental authorities may prohibit the transaction or impose terms or conditions that are unacceptable to us;
+Added: Our ability to identify and complete acquisitions of suitable companies and/or properties on favorable terms, or at all, and to successfully integrate and operate them to meet our financial, operational and strategic expectations may be constrained.
+Added: We face competition from other potential acquirers that may significantly increase the purchase price for a company or property.
We may fail to obtain the necessary regulatory approvals or other approvals required in connection with any potential acquisition or we may fail to satisfy certain conditions required to complete a transaction in a timely manner.
−Removed: • we may be required to acquire a company and/or property through one or more of our taxable REIT subsidiary, or TRS, entities, but no more than 20% of the value of our gross assets may consist of securities in TRSs, and as a result, compliance with these requirements could limit our ability to complete a transaction;
−Removed: • we may fail to discover design or construction defects of an acquired property following the completion of an acquisition that may require unforeseen capital expenditures, special reports or maintenance expenses;
−Removed: • we may fail to obtain financing for an acquisition on favorable terms or at all;
−Removed: • we may be unable to make, or may spend more than budgeted amounts to make, necessary improvements or renovations to acquired properties;
−Removed: • we may spend more than budgeted amounts to meet customer specifications on a newly-acquired warehouse;
−Removed: • market conditions may result in higher than expected vacancy rates and lower than expected storage charges, rent or fees from our global warehousing business and lower utilization of and revenue from our integrated solutions business;
−Removed: • engineering, seismic and other reports on which we rely as part of our pre-acquisition due diligence investigations of these properties may be inaccurate or deficient, at least in part because defects may be difficult or impossible to ascertain;
We may, without any recourse, or with only limited recourse, acquire properties subject to liabilities, such as liabilities for clean-up of undisclosed environmental contamination, defects of design, construction, title or other problems, claims by employees, customers, vendors or other persons dealing with the former owners of the properties, liabilities incurred in the ordinary course of business and claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties.
−Removed: If any of the foregoing risks were to materialize, they could materially and adversely affect us.
+Added: In addition, we may be required to acquire a company or property through one or more of our taxable REIT subsidiary, or TRS, entities, but no more than 20% (25% for taxable years beginning after December 31, 2025) of the value of our gross assets may consist of securities in TRSs, and as a result, compliance with these requirements could limit our ability to complete a transaction.
We may be unable to successfully expand our operations into new markets or new lines of business.
8 unchanged sentences
Initial timetables for the introduction and development of new lines of business and/or new services may not be achieved, and price and profitability targets may not prove feasible.
−Removed: External factors, such as compliance with regulations, competitive alternatives and shifting market preferences, may also impact the successful implementation of a new line of business or a new service.
−Removed: Furthermore, the burden on management and our IT of introducing any
−Removed: new line of business and/or new service could have a significant impact on the effectiveness of our system of internal controls.
+Added: External factors,
+Added: such as compliance with regulations, competitive alternatives and shifting market preferences, may also impact the successful implementation of a new line of business or a new service.
+Added: Furthermore, the burden on management and our IT of introducing any new line of business and/or new service could have a significant impact on the effectiveness of our system of internal controls.
Failure to successfully manage these risks in the development and implementation of new lines of business or new services could have a material adverse effect on us.
1 unchanged sentence
Prior to our IPO, we relied on Bay Grove to provide certain operating, consulting, strategic development and financial services, including advice and assistance concerning operational aspects of Lineage Logistics Holdings, LLC (“Lineage Holdings”) and its subsidiaries, and we will continue to rely on Bay Grove for transition services supporting capital deployment and mergers and acquisitions activity for three years following our IPO pursuant to the transition services agreement that we entered into in connection with our IPO.
−Removed: In addition, it may be difficult for us to replace the services provided by Bay Grove under the transition services agreement, and the terms of any agreements to replace such services may be less favorable to us.
+Added: It may be difficult for us to replace the services provided by Bay Grove under the transition services agreement, and the terms of any agreements to replace such services may be less favorable to us.
Any failure by Bay Grove in the performance of such services, or any failure on our part to successfully transition these services away from Bay Grove by the expiration of the transition services agreement, could materially harm our business and financial performance.
−Removed: We can only terminate the transition services agreement with Bay Grove under limited circumstances and will be required to pay fees thereunder even if Bay Grove does not perform the services required.
−Removed: The transition services agreement that we entered into with Bay Grove in connection with our IPO provides that the agreement can only be terminated by mutual written consent of us and Bay Grove or by us for cause (as defined in the transition services agreement), which does not include any failure of Bay Grove to provide services under the agreement.
−Removed: Accordingly, even if Bay Grove were to fail to provide the services required pursuant to the transition services agreement, we would be obligated to pay Bay Grove $8 million per year for the term of the agreement.
−Removed: In such event, we could incur operational difficulties or losses, including the incurrence of additional costs to transition such services, that could have a material and adverse effect on us.
−Removed: We will have uncapped expense payment and indemnification obligations with respect to various costs incurred by BGLH, Bay Grove, and their affiliates.
+Added: We have uncapped expense payment and indemnification obligations with respect to various costs incurred by BGLH, Bay Grove, and their affiliates.
In connection with our IPO, Lineage Holdings entered into an expense reimbursement and indemnification agreement with BGLH, the LHR, and Bay Grove, pursuant to which Lineage Holdings agreed to (i) advance to or reimburse such entities for all of their expenses in any way related to our company, including expenses incurred in connection with the coordinated settlement process that will occur for up to three years post-IPO for all legacy investors in both BGLH and our operating partnership, and (ii) indemnify such entities to the fullest extent permitted by applicable law against liabilities that may arise in any way related to our company, including liabilities incurred in connection with or as a result of the coordinated settlement process.
1 unchanged sentence
Accordingly, there can be no assurance that our future payment obligations under this agreement will not have a material adverse effect on us.
−Removed: Prior to our IPO, we had no experience operating as a publicly traded REIT.
−Removed: Prior to our IPO we had no experience operating as a publicly traded REIT.
−Removed: As a publicly traded REIT, we are now required to develop and implement substantial control systems, policies and procedures in order to maintain our REIT qualification and satisfy our periodic SEC reporting, SEC compliance, and Nasdaq listing requirements.
−Removed: We cannot assure you that our management’s past experience will be sufficient to successfully develop and implement these systems, policies and procedures and to operate our company as a publicly traded REIT.
−Removed: Any difficulty we have in operating as a publicly traded REIT in compliance with these requirements could subject us to significant fines, sanctions and other liabilities and jeopardize our status as a REIT or as a public company listed on Nasdaq, which could materially and adversely affect us.
−Removed: See also “Risk Factors—Risks Related to Our REIT Status and Other Tax Risks—Failure to qualify as a REIT would cause us to be taxed as a regular C corporation, which would substantially reduce funds available for distributions to stockholders.”
Pandemics or disease outbreaks, and associated responses, may disrupt our business, including among other things, increasing our costs, impacting our supply chain, and impacting demand for cold storage, which could have a material adverse impact on our business.
−Removed: We face various risks and uncertainties related to public health crises, including:
−Removed: • supply chain disruptions;
−Removed: • potential work stoppages, including stoppages due to spread of the disease among our team members or our customers’ work forces or due to shutdowns that may be requested or mandated by governmental authorities;
−Removed: • labor unrest, including unrest due to risks of disease from working with other team members and outside vendors;
−Removed: • economic impacts, including increased labor costs, from mitigation and other measures undertaken by us and/or third parties to support and protect our team members or the food supply;
−Removed: • completing developments on time or an inability of our contractors to perform as a result of spread of disease among team members of our contractors and other construction partners, travel restrictions or due to shutdowns that may be requested or mandated by governmental authorities;
−Removed: • limiting the ability of our customers to comply with the terms of their contracts with us, including making timely payments to us, due to, among other factors, labor shortages impacting our customers’ ability to manufacture and transport product;
−Removed: • limiting the ability of our suppliers and partners to comply with the terms of their contracts with us, including in making timely delivery of supplies to us necessary for the operation of our temperature-controlled warehouses;
−Removed: • long-term volatility in, or reduced demand for, temperature-controlled warehouse storage and related handling and other warehouse services;
−Removed: • adverse impact on the value of our real estate;
−Removed: • reduced ability to execute our growth strategies, including identifying and completing acquisitions and expanding into new markets.
+Added: We face various risks and uncertainties related to public health crises, including supply chain disruptions, potential work stoppages, volatility in demand for temperature-controlled warehouse storage, and other operational challenges.
The extent to which a public health emergency impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted with any degree of confidence, including the scope, severity, duration and geographies of the outbreak, the actions taken or not taken to contain the outbreak or mitigate its impact requested or mandated by governmental authorities or otherwise voluntarily taken or not taken by individuals or businesses, and the direct and indirect economic effects of the illness and containment measures, among others.
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We rely extensively on information systems to process transactions, operate and manage our business.
+Added: As with any IT system, our IT system and any third-party system on which we rely are vulnerable to failure and a variety of interruptions due to events, including, but not limited to, natural disasters, terrorist attacks, war, power outages, fire, sabotage, equipment failures, known and unknown cybersecurity vulnerabilities, and cyber-related attacks or computer crimes (e.g., ransomware and distributed denial-of-service attacks).
Our ability to efficiently manage our business depends significantly on the reliability and capacity of these systems.
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Our IT networks and related systems are essential to the operation of our business and our ability to perform day-to-day operations (including managing and operating our warehouses and our integrated solutions business), and, in some cases, may be critical to the operations of our customers.
−Removed: We have acquired and continue to acquire companies with cybersecurity vulnerabilities and unsophisticated security measures, which exposes us to cybersecurity, operational, and financial risks, including where the IT systems of such companies have not been fully integrated into Lineage’s networks.
−Removed: The failure of our IT systems to perform as anticipated, and the failure to integrate disparate systems effectively or to collect data accurately and consolidate it a useable manner efficiently could adversely affect our business through transaction errors, billing and invoicing errors, processing inefficiencies or errors and loss of sales, receivables, collections and customers, in each case, which could result in reputational damage and have an ongoing adverse effect on our business, results of operation and financial condition.
+Added: We have acquired and continue to acquire companies with cybersecurity vulnerabilities and unsophisticated security measures, which exposes us to
+Added: cybersecurity, operational, and financial risks, including where the IT systems of such companies have not been fully integrated into Lineage’s networks.
+Added: The failure of our IT systems to perform as anticipated, and the failure to integrate disparate systems effectively or to collect data accurately and consolidate it in a usable manner efficiently could adversely affect our business through transaction errors, billing and invoicing errors, processing inefficiencies or errors and loss of sales, receivables, collections and customers, in each case, which could result in reputational damage and have an ongoing adverse effect on our business, results of operation and financial condition.
We recognize the increasing volume of cybersecurity incidents and employ commercially practical efforts to provide reasonable assurance such attacks are appropriately mitigated.
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We also may not be able to implement security measures in a timely manner or, if and when implemented, we may not be able to determine the extent to which these measures could be circumvented.
−Removed: If an actual or perceived security breach
−Removed: occurs, the market’s perception of our security measures could be harmed and we could lose current and potential tenants, and such a breach could be harmful to our brand and reputation.
+Added: If an actual or perceived security breach occurs, the market’s perception of our security measures could be harmed and we could lose current and potential tenants, and such a breach could be harmful to our brand and reputation.
Any breaches that may occur could expose us to increased risk of lawsuits, material monetary damages, potential violations of applicable privacy and other laws, penalties and fines, harm to our reputation and increases in our security and insurance costs.
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An interruption in the business operations of our customers or a deterioration in their reputation resulting from a cybersecurity attack could indirectly impact our business operations.
−Removed: We carry insurance, including cyber insurance, commensurate with the size and nature of our operations;
−Removed: however, there can be no assurance that such potential liability will not exceed the applicable coverage limits under our insurance policies.
−Removed: However, there can be no assurance that our efforts to maintain the security and integrity of these types of IT networks and related systems will be effective or that attempted security breaches or disruptions would not be successful or damaging.
+Added: There can be no assurance that such potential liability will not exceed the applicable coverage limits under our insurance policies.
+Added: In addition, there can be no assurance that our efforts to maintain the security and integrity of these types of IT networks and related systems will be effective or that attempted security breaches or disruptions would not be successful or damaging.
Like other businesses, we have been and expect to continue to be subject to unauthorized access, mishandling or misuse, computer viruses or malware, cybersecurity incidents and other events of varying degrees.
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this has placed, and will continue to place, significant demands on our IT systems.
−Removed: In connection with this growth, we rely on 82 fully-and semi-automated facilities in a traditionally analog industry.
+Added: In connection with this growth, we rely on 83 fully- and semi-automated warehouses in a traditionally analog industry.
To effectively manage this growth, our information systems and applications require an ongoing commitment of significant resources to maintain, protect, enhance and upgrade existing systems and develop and implement new systems to keep pace with changing technology and our business needs.
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Additionally, if we are not able to accurately anticipate expenses and capitalized costs related to system upgrades and changes or if we are unable to realize the expected benefits from our technology initiatives, this may have an adverse impact on our financial condition and operating results.
−Removed: We also incorporate artificial intelligence (“AI”) solutions into some of our information systems, offerings, services, and features, and these solutions, and possible future generative AI solutions, may become more important in our operations over time.
+Added: We may be subject to risks associated with artificial intelligence.
+Added: We have incorporated artificial intelligence (“AI”) solutions into some of our information systems, offerings, services, and features, and these solutions, and possible future generative AI solutions, may become more important in our operations over time.
The ever-increasing use and evolution of technology, including cloud-based computing and AI, creates opportunities for the potential loss or misuse of personal, confidential, and/or proprietary data that forms part of any data set and was collected, used, stored, or transferred to run our business, and unintentional dissemination or intentional destruction of confidential information stored in our or our third-party providers' systems, portable media, or storage devices, which may result in significantly increased business and security costs, a damaged reputation, administrative penalties, or costs related to defending legal claims.
AI also presents emerging ethical issues and if our use of AI becomes controversial, we may experience brand or reputational harm, competitive harm, or legal liability.
−Removed: The rapid evolution of AI, including potential government regulation of AI, will require
−Removed: significant resources to develop, test, and maintain our platform, offerings, services, and features to help us implement AI ethically in order to minimize unintended, harmful impact.
+Added: The rapid evolution of AI, including potential government regulation of AI, will require significant resources to develop, test, and maintain our platform, offerings, services, and features to help us implement AI ethically in order to minimize unintended, harmful impact.
+Added: The use of AI technology in our business processes requires a strong tailored governance framework.
+Added: The regulatory framework for AI is continuously developing, and our internal governance framework over AI may fail to meet new emerging standards, which could lead to potential loss or misuse of data, or other harmful consequences.
If the information we rely upon to run our businesses were to be found to be inaccurate or unreliable, if we fail to maintain or protect our IT systems and data integrity effectively, if we fail to develop and implement new or upgraded systems to meet our business needs in a timely manner, or if we fail to anticipate, plan for or manage significant disruptions to these systems, our competitive position could be harmed, we could have operational disruptions, we could lose existing customers, have difficulty preventing, detecting, and controlling fraud, have disputes with customers, have regulatory sanctions or penalties imposed or other legal problems, incur increased operating and administrative expenses, lose revenues as a result of a data privacy breach or theft of intellectual property or suffer other adverse consequences, any of which could have a material adverse effect on our business, results of operations, financial condition or cash flows.
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However, there can be no assurance that our existing customer relationships will support our international operations in any meaningful way or at all.
−Removed: Our international operations and properties
−Removed: could be affected by factors specific to the laws, regulations and business practices of the jurisdictions in which our warehouses are located.
+Added: Our international operations and properties could be affected by factors specific to the laws, regulations and business practices of the jurisdictions in which our warehouses are located.
These laws, regulations and business practices expose us to risks that are different than or in addition to those commonly found in the United States.
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• adverse market conditions caused by terrorism, civil unrest, natural disasters, infectious disease and changes in international, national or local governmental or economic conditions;
−Removed: • the willingness of U.S.
−Removed: or international lenders to make mortgage loans in certain countries and changes in the availability, cost and terms of secured and unsecured debt resulting from varying governmental policies, economic conditions or otherwise;
−Removed: • business disruptions arising from public health crises and outbreaks of communicable diseases;
• the imposition of non-U.S.
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• potential liability under, and costs of complying with, more stringent environmental laws or changes in the requirements or interpretation of existing laws, or environmental consequences of less stringent environmental management practices in foreign countries relative to the United States;
−Removed: • disruptions to our business or that of our customers and/or our suppliers resulting from trade tensions, tariffs imposed by the U.S.
−Removed: and other governments, actual or threatened modifications to or withdrawals from international trade agreements, treaties, policies, tariffs, quotas or any other trade rules or restrictions.
+Added: • disruptions to our business or that of our customers and/or our suppliers and economic uncertainty and aggravated inflation in certain sectors resulting from trade tensions, tariffs imposed by the U.S.
+Added: and other governments, actual or
+Added: threatened modifications to or withdrawals from international trade agreements, treaties, policies, tariffs, quotas or any other trade rules or restrictions.
If any of the foregoing risks were to materialize, they could materially and adversely affect us.
−Removed: Competition in our markets may increase over time if our competitors open new warehouses or expand their logistics or integrated service offerings that compete with our offerings.
+Added: Competition in certain of our markets has increased recently and may increase further or in other markets over time if our competitors open new warehouses or expand their logistics or integrated service offerings that compete with our offerings.
We compete with other owners and operators of temperature-controlled warehouses (including our customers or potential customers who may choose to provide temperature-controlled warehousing in-house), some of which own properties similar to ours in similar geographic locations, as well as with various logistics companies.
−Removed: In recent years, certain of our competitors have added, through construction, development and acquisition, temperature-controlled warehouses in certain of our markets.
+Added: In recent years, certain of our competitors have added, through construction, development and acquisition, temperature-controlled warehouses in certain of our markets, which has caused pricing pressure and impacted occupancy and throughput in certain markets with excess capacity and may continue to do so.
In addition, our customers or potential customers may choose to develop new temperature-controlled warehouses, expand their existing temperature-controlled warehouses or upgrade their equipment.
−Removed: As newer warehouses and equipment come onto the market, we may lose existing or potential customers, and we may be pressured to reduce our rent and storage and other fees below
−Removed: those we currently charge in order to retain customers.
+Added: As newer warehouses and equipment come onto the market, we may lose existing or potential customers, and we may be pressured to reduce our rent and storage and other fees below those we currently charge in order to retain customers.
If we lose one or more customers, we cannot assure you that we would be able to replace those customers on attractive terms or at all.
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Such competition may affect our profitability in respect of our integrated solutions services and our intended expansion of such services.
−Removed: In addition, such competition could make it difficult to gain new customers and expand our business with existing customers, which could impede our utilization initiatives to increase physical occupancy.
+Added: In addition, such competition could make it difficult to gain new customers and expand our business with existing customers, which could continue to impede our utilization initiatives to increase physical occupancy.
Such competition could also make it difficult to successfully implement our commercial optimization initiatives and our initiative to align rates with costs to serve, which could adversely impact our results of operations and our growth.
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For each of the years ended December 31, 2025, 2024, and 2023 power costs in our global warehousing segment accounted for 8.8%, 8.8%, and 8.7% of the segment’s cost of operations, respectively.
−Removed: We have implemented programs across several of our warehouses to reduce overall consumption and to reduce consumption during peak demand periods, when power prices are typically highest.
−Removed: Additionally, we have introduced alternative sources of energy at several of our warehouses through on-site solar and battery capacity and linear generators.
−Removed: However, there can be no assurance that these programs will be effective in reducing our power consumption or cost of power, which could adversely impact our growth and the predictability of our margins.
+Added: If the cost of electric power to operate our warehouses increases dramatically or fluctuates widely and we are unable to pass such costs through to customers, we could be materially and adversely affected.
+Added: Our programs across several of our warehouses to reduce overall consumption and consumption during peak demand periods, and to introduce alternative sources of energy through on-site solar and battery capacity and linear generators, may not be effective, which could adversely impact our growth and the predictability of our margins.
We have entered into, or may in the future enter into, fixed price power purchase agreements in certain deregulated markets whereby we contract for the right to purchase an amount of electric capacity at a fixed rate per kilowatt.
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For example, exceeding these thresholds could have an adverse impact on our incremental power purchase costs if we were to be unable to obtain favorable rates on the incremental purchases.
−Removed: If the cost of electric power to operate our warehouses increases dramatically or fluctuates widely and we are unable to pass such costs through to customers, we could be materially and adversely affected.
We depend on certain customers for a substantial amount of our revenues.
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In addition, as of December 31, 2025, approximately 50 of our warehouses were single-customer warehouses.
−Removed: If any of our most significant customers were to discontinue or otherwise reduce their use of our warehouses or other services, which they are generally free to do at any time unless they are party to a contract that includes a minimum storage commitment, we could be materially and adversely affected.
−Removed: While we have contracts with stated terms with certain of our customers, many of our contracts do not obligate our customers to use our warehouses or provide for minimum storage commitments.
+Added: If any of our most significant customers were to discontinue or otherwise reduce their use of our warehouses or other services, which they are generally free to do at any time, unless they are party to a contract that includes a minimum storage commitment or a long-term lease, we could be materially and adversely affected.
+Added: While we have contracts with stated terms with
+Added: certain of our customers, many of our contracts do not obligate our customers to use our warehouses or provide for minimum storage commitments.
Moreover, a decrease in demand for certain commodities or products produced by our significant customers and stored in our temperature-controlled warehouses would lower our physical occupancy rates and use of our services, without lowering our fixed costs, which could have a material adverse effect on us.
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The bankruptcy, insolvency or financial deterioration of our significant customers, could materially and adversely affect us.
−Removed: In addition, some of our significant customers also utilize our integrated solutions, and a loss of
−Removed: such customer as a warehouse customer would also impact our integrated solutions segment, thereby exacerbating the risks described above.
+Added: In addition, some of our significant customers also utilize our integrated solutions, and a loss of such customer as a warehouse customer would also impact our integrated solutions segment, thereby exacerbating the risks described above.
In addition, while some of our warehouses are located in primary markets, others are located in secondary and tertiary markets that are specifically suited to the particular needs of the customer utilizing these warehouses.
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Interest rate and hedging activity exposes us to risks, including the risks that a counterparty will not perform and that the hedge will not yield the economic benefits we anticipate.
−Removed: As of December 31, 2024, we were a party to six interest rate hedges, which effectively convert $2.5 billion of our variable-rate indebtedness to fixed-rate once the strike rates of the caps are exceeded.
+Added: We hedge our interest rate risk through the use of hedging arrangements.
In addition, we have entered into certain forward contracts and other hedging arrangements in order to fix power costs for anticipated electricity requirements.
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Failure to hedge effectively against interest rate and power cost changes could have a material adverse effect on us.
−Removed: When a hedging agreement is required under the terms of a mortgage loan, it is often a condition that the hedge counterparty maintains a specified credit rating.
−Removed: With the current volatility in the financial markets, there is an increased risk that hedge counterparties could have their credit ratings downgraded to a level that would not be acceptable under the loan provisions.
−Removed: If we were unable to renegotiate the credit rating condition with the lender or find an alternative counterparty with an acceptable credit rating, we could be in default under the loan and the lender could seize that property through foreclosure, which could have a material adverse effect on us.
Our business operations outside the United States expose us to losses resulting from currency fluctuations, as the revenues associated with our international operations and properties are typically generated in the local currency of each of the countries in which the properties are located.
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We also attempt to mitigate any such effects by entering into currency exchange rate hedging arrangements where it is practical to do so and where such hedging arrangements are available and by structuring debt in local currency.
−Removed: As of December 31, 2024, we were a party to cross currency swaps on certain of our loans, and to interest rate swaps on our variable rate indebtedness.
+Added: As of December 31, 2025, we were a party to interest rate swaps on our variable rate indebtedness.
Periodically we enter into foreign currency forward contracts to manage our exposure to fluctuations in exchange rates.
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We cannot assure you that our efforts will successfully mitigate our currency risks.
−Removed: Moreover, if we do engage in currency exchange rate hedging activities, any income recognized with respect to these hedges (as well as any foreign currency gain recognized with respect to changes in exchange rates) may not qualify under the 75% gross income test or the 95% gross income test that we must satisfy annually in order to qualify as a REIT under the Internal Revenue Code of 1986, as amended, or the Code.
+Added: Moreover, if we do engage in currency exchange rate hedging activities, any income recognized with respect to these hedges (as well as any foreign currency gain recognized with respect to changes in exchange rates) may not qualify under the 75% gross income test or the 95% gross income test that we must satisfy annually in order to qualify as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”).
Accordingly, our ability to enter into hedging activities may be limited.
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These changes may adversely affect our status as a REIT.
−Removed: Further, bank accounts in a foreign currency which are not considered cash or cash equivalents may adversely affect our status as a REIT.
+Added: Further, bank accounts in a foreign currency which are not considered cash or
+Added: cash equivalents may adversely affect our status as a REIT.
Moreover, there can be no assurance that our hedging arrangements will qualify for hedge accounting or that our hedging activities will have the desired beneficial impact on our results of operations or cash flows.
−Removed: Should we desire to terminate a hedging agreement, there could be significant costs and cash requirements involved
−Removed: to fulfill our obligation under the hedging agreement.
+Added: Should we desire to terminate a hedging agreement, there could be significant costs and cash requirements involved to fulfill our obligation under the hedging agreement.
Failure to hedge effectively against foreign exchange rates, interest rates and power cost changes could have a material adverse effect on us.
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We could also incur additional costs and devote additional resources to monitoring, reporting, and implementing various ESG practices.
−Removed: We may be unable to achieve or demonstrate progress on our goal of carbon neutrality, or face heightened scrutiny, for our global operations by calendar 2040.
−Removed: In 2021, we announced we had signed onto The Climate Pledge and committed to a goal to achieve carbon neutrality by calendar 2040.
+Added: We may be unable to achieve or demonstrate progress on our net-zero goal, or face heightened scrutiny, for our global operations by calendar 2040.
+Added: In 2021, we announced we had signed onto The Climate Pledge and committed to a goal to achieve net-zero by calendar 2040.
Achievement of this goal depends on our execution of operational strategies related to energy efficiency measures, onsite energy generation and storage, and network-wide standards to minimize and eliminate carbon emissions associated with daily operations.
−Removed: Execution of these strategies, as well as demonstrable progress on and achievement of our calendar 2040 goal, is subject to risks and uncertainties, many of which are outside of our control.
−Removed: These risks and uncertainties include, but are not limited to:
−Removed: • our ability to successfully implement our business strategy, effectively respond to changes in market dynamics and achieve the anticipated benefits and associated cost savings of such strategies and actions;
−Removed: • the availability and cost of, and our ability to acquire, solar-panels, alternative fuel vehicles, alternative fuels, global electrical charging infrastructure and other materials and components, which may not be available at scale;
−Removed: • unforeseen production, design, operational and technological difficulties;
−Removed: • the outcome of research efforts and future technology developments, including the ability to scale projects and technologies on a commercially competitive basis such as carbon sequestration and/or other related processes;
−Removed: • our sustainability initiatives and infrastructure may be negatively affected by climate change and/or technology degradation, causing them to be less effective and reducing their impact towards our goal;
−Removed: • compliance with, and changes or additions to, global and regional regulations, laws, taxes, charges, mandates or requirements related to greenhouse gas emissions, carbon costs or climate-related goals;
−Removed: • labor-related regulations, laws, and requirements that restrict or prohibit our ability to impose requirements on third parties who provide contracted transportation for our transportation networks;
−Removed: • adapting products to customer preferences and customer acceptance of sustainable supply chain solutions and potentially increased prices for our services;
−Removed: and the actions of competitors and competitive pressures.
−Removed: There can be no assurance that we will be able to successfully execute our strategies, or execute on time, and achieve or demonstrate progress on our calendar 2040 goal of carbon neutrality.
−Removed: Additionally, we may determine that it is in our best interests to prioritize other business, social, governance or sustainable investments and/or initiatives over the achievement of our calendar 2040 goal based on economic, legal, regulatory or social factors, business strategy or other reasons.
−Removed: Failure to achieve or demonstrate progress on our calendar 2040 goal could damage our reputation and customer and other stakeholder relationships.
−Removed: Further, given investors’ and banks’ increasingly divergent perspectives related to ESG matters, a failure to meet our goal of carbon neutrality, or on the contrary, any ESG initiatives taken to meet such goal, could cause large stockholders to reduce their ownership of our common stock and limit our access to financing.
−Removed: Such conditions could materially and adversely affect us, as well as on the market price of our common stock.
−Removed: Recently, climate coalitions have faced increased scrutiny and backlash as some stakeholders argue that they violate antitrust laws by making decisions that unfairly distort or penalize markets, along with other various legal claims.
−Removed: Opponents are increasingly resorting to a range of activism forms, including media campaigns and litigation, to advance this perspective.
−Removed: To the extent we are subject to such activism or litigation, it may require us to incur costs or otherwise adversely impact our financial condition, reputation, or business.
+Added: Execution of these strategies, as well as demonstrable progress on and achievement of our calendar 2040 net-zero goal, is subject to risks and uncertainties, many of which are outside of our control.
+Added: There can be no assurance that we will be able to successfully execute our strategies, or execute on time, and achieve or demonstrate progress on our calendar 2040 net-zero goal.
+Added: Additionally, we may determine that it is in our best interests to prioritize other business, social, governance or sustainable investments and/or initiatives over the achievement of our calendar 2040 net-zero goal based on economic, legal, regulatory or social factors, business strategy or other reasons.
+Added: Failure to achieve or demonstrate progress on our calendar 2040 net-zero goal could damage our reputation and customer and other stakeholder relationships.
Our temperature-controlled warehouse infrastructure and systems may become obsolete or unmarketable, and we may not be able to upgrade our equipment cost-effectively or at all.
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Increased automation may entail significant time and start-up costs and lost revenue opportunity, and may not perform as expected.
−Removed: In addition, our IT platform pursuant to which we provide inventory management and other services to our customers may become outdated.
+Added: In addition, our IT platform pursuant to which we provide inventory management and other services to our
+Added: customers may become outdated.
When customers demand new equipment or technologies, the cost could be significant and we may not be able to upgrade our warehouses on a cost-effective basis in a timely manner, or at all, due to, among other things, increased expenses to us that cannot be passed on to customers or insufficient resources to fund the necessary capital expenditures.
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The transportation services provided by our integrated solutions business are dependent in part on in-house trucking services and in part on third-party truckload carrier and rail services, each of which subjects us to risks.
−Removed: We use in-house trucking services to provide transportation services to our customers, and any increased severity or frequency of accidents or other claims, delays or disruptions in services or changes in regulations could have a material adverse effect on us.
We use in-house trucking transportation services to provide refrigerated transportation services to certain customers.
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The trucking industry is subject to possible regulatory and legislative changes that may impact our operations and affect the economics of the industry by requiring changes in operating practices or by changing the demand for or the costs of providing trucking services.
−Removed: Some of these possible changes include increasingly stringent fuel emission limits, including potential limits on carbon emissions, changes in the regulations that govern the amount of time a driver
−Removed: may drive or work in any specific period, classification of independent drivers, “restart” rules, limits on vehicle weight and size and other matters including safety requirements.
−Removed: We also rely on third-party truckload carriers and rail services to transport customer inventory.
+Added: Some of these possible changes include increasingly stringent fuel emission limits, including potential limits on carbon emissions, changes in the regulations that govern the amount of time a driver may drive or work in any specific period, classification of independent drivers, “restart” rules, limits on vehicle weight and size and other matters including safety requirements.
We also act as a transportation broker and depend on third-party truckload carriers and rail services to transport customer inventory.
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Future regulatory changes or the determination that our railcars are not in compliance with applicable requirements, rules, regulations, specifications or standards could result in additional operating expenses, administrative fines or penalties or loss of business that could have a material adverse effect on our financial condition and operations.
−Removed: In addition, we are exposed to asset risk resulting from ownership of the railcars we lease to customers.
−Removed: Asset risk arises from fluctuations in supply and demand for the leased railcar.
−Removed: We are exposed to the risk that, at the end of the lease term or in the event of early termination, the value of the railcar will be lower than expected, resulting in reduced future lease income over the remaining life of the railcar or a lower sale value.
−Removed: Demand for and the valuation of the railcar is sensitive to shifts in economic
−Removed: and market trends and governmental regulations.
−Removed: Although we regularly monitor the value of the railcars we own, there is no assurance that the value of these assets will not be adversely impacted by factors outside of our control.
We depend on key personnel and specialty personnel, and a deterioration of employee relations could harm our business and operating and financial results.
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Any loss of services or product damage could reduce the confidence of our customers in our services and could consequently impair our ability to attract and retain customers.
−Removed: Additionally, in the event of the complete failure of our refrigeration equipment, we would incur significant costs in repairing or replacing our refrigeration equipment, which may not be covered by insurance.
+Added: Additionally, in the event of the complete failure of our refrigeration equipment, we would incur significant costs in repairing or replacing our refrigeration equipment, which may not be
+Added: covered by insurance.
In addition, an outbreak of fire in a warehouse could result in significant damage or even total loss of the warehouse, which would harm our customers and our business, and the business interruption insurance we carry may not be sufficient to compensate us fully for losses or damages that may occur because of such events.
In April 2024, we experienced a fire at a warehouse, which represented 0.5% of our global warehousing segment revenue for the year ended December 31, 2023, that resulted in a complete loss of the warehouse.
−Removed: We generally carry comprehensive liability and property insurance covering the warehouses we own, but there can be no assurance that insurance will be sufficient to fully compensate us for all losses.
+Added: There can be no assurance that insurance will be sufficient to fully compensate us for all losses.
Any of the foregoing could have a material adverse effect on us.
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We could also lose the customers using these warehouses who are unwilling to relocate to another one of our warehouses, which could have a material adverse effect on us.
−Removed: Furthermore, unless we purchase the underlying fee interests in these properties, as to which no assurance can be given, we will not share in any increase in value of the land or improvements beyond the term of such lease, notwithstanding any capital we have invested in the applicable warehouse, especially warehouses subject to ground leases.
−Removed: Even if we are able to renew these leases, the terms and other costs of renewal may be less favorable than our existing lease arrangements.
−Removed: Failure to sufficiently increase revenues from customers at these warehouses to offset these projected higher costs could have a material adverse effect on us.
−Removed: We are subject to risks related to the manufacture and sale of food products for human consumption.
−Removed: Certain services within our integrated solutions segment constitute the manufacture and sale of food products for human consumption.
−Removed: The manufacture and sale of food products for human consumption involves the risk of injury, illness or death to consumers and we and/or our customers may be subject to product recalls, claims or lawsuits should the consumption of any food products manufactured by us and/or our customers cause injury, illness or death.
−Removed: Injuries may result from product tampering by third parties, product contamination or spoilage, or the presence of foreign objects, chemicals, or other agents in the product.
−Removed: Even if a product liability claim is invalid, unsuccessful or not fully pursued, the claims may be expensive to defend and may generate negative publicity that adversely affects our reputation, operations and overall profitability, or that of its customers.
−Removed: Any insurance coverage maintained by us may be unavailable or insufficient to cover a judgment against us in regard to any of these matters.
−Removed: A judgment awarded in excess of our insurance liability may adversely affect our financial condition and operations.
−Removed: Additionally, a judgment may affect our ability to maintain existing insurance coverage or find replacement coverage, if at all, at a reasonable cost or on acceptable terms;
−Removed: and a judgment may adversely affect our ability to retain or attract our customers.
Our results of operations are affected by certain commodity markets.
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As such, there is an ongoing risk that we may become involved in legal disputes or litigation with these parties or others.
+Added: For example, refer to the St.
+Added: Clair Lawsuit, as defined and discussed in Note 20, Commitments and contingencies to our consolidated financial statements included in this Annual Report.
The costs and liabilities with respect to such legal disputes may be material and may exceed our amounts accrued, if any, for such liabilities and costs.
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Under these rules, a company of which more than 50% of the voting power in the election of directors is held by an
−Removed: individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements that, within one year of the date of the listing of our common stock:
+Added: individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements that:
• a majority of our board of directors consist of independent directors;
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Accordingly, you do not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance requirements.
−Removed: We have and expect to continue to incur significantly increased costs as a result of operating as a newly public company, and our management is required to devote substantial time and attention to compliance efforts.
−Removed: We have and expect to continue to incur significant legal, accounting, insurance, and other expenses as a result of becoming a public company following our recent IPO.
+Added: We have and expect to continue to incur increased costs as a result of operating as a newly public company, and our management is required to devote substantial time and attention to compliance efforts.
+Added: We have and expect to continue to incur legal, accounting, insurance, and other expenses as a result of becoming a public company following our 2024 IPO.
As a public company with listed equity securities, we need to comply with new laws, regulations and requirements, including the requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, certain corporate governance provisions of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, related regulations of the SEC and requirements of Nasdaq, with which we were not required to comply as a private company.
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The Sarbanes-Oxley Act requires, among other things, that we establish and maintain effective internal controls and procedures for financial reporting.
−Removed: Section 404 of the Sarbanes-Oxley Act will require our management and independent registered public accounting firm to report annually on the effectiveness of our internal control over financial reporting beginning with our second Annual Report on Form 10-K.
−Removed: Substantial work on our part will be required to implement appropriate processes, document the system of internal control over key processes, assess their design, remediate any deficiencies identified and test their operation.
−Removed: This process is expected to be both costly and challenging.
−Removed: These reporting and other obligations will place significant demands on our management and our administrative, operational and accounting resources and will cause us to incur significant expenses.
−Removed: We may need to upgrade our systems or create new systems, implement additional financial and other controls, reporting systems and procedures.
−Removed: If we are unable to accomplish these objectives in a timely and effective fashion, our ability to comply with the financial reporting requirements and other rules that apply to public companies could be impaired.
−Removed: If we fail to implement and maintain an effective system of internal control over financial reporting, we may not be able to accurately determine or disclose our financial results.
+Added: Section 404 of the Sarbanes-Oxley Act requires our management and independent registered public accounting firm to report annually on the effectiveness of our internal control over financial reporting beginning with our second Annual Report on Form 10-K.
+Added: Substantial work on our part has been done to implement appropriate processes, document the system of internal control over key processes, assess their design, remediate any deficiencies identified, and test their operation.
+Added: These reporting and other obligations place significant demands on our management and our administrative, operational, and accounting resources, and we may continue to incur significant expenses to maintain the processes implemented.
+Added: If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately determine or disclose our financial results.
As a result, our stockholders could lose confidence in our financial results.
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Designing and implementing effective disclosure controls and procedures is a continuous effort that requires significant resources and devotion of time.
−Removed: We may discover deficiencies in our disclosure controls and procedures that may be difficult or time consuming to remediate in a timely manner.
+Added: We have discovered and may continue to discover deficiencies in our disclosure controls and procedures that may be difficult or time consuming to remediate in a timely manner.
Any failure to maintain effective disclosure controls and procedures or to timely effect any necessary improvements thereto could cause us to fail to meet our reporting obligations (which could affect the listing of our common stock on Nasdaq).
−Removed: Additionally, ineffective disclosure controls and procedures could also adversely affect our ability to prevent or detect fraud, harm our reputation and cause
−Removed: investors to lose confidence in our reports filed with, or submitted to, the SEC, which would likely have a negative effect on the market price of our common stock.
−Removed: Our independent registered public accounting firm previously identified a material weakness in our internal control over financial reporting as of December 31, 2023, which has since been remediated.
−Removed: However, if we fail to continuously maintain an effective system of internal controls—including robust disclosure controls and procedures—or if additional material weaknesses or other deficiencies emerge in the future, we may not be able to accurately and timely report our financial results, prevent fraud, or meet our reporting obligations.
−Removed: Such shortcomings could result in material misstatements in our financial statements, adversely affect our business, and ultimately undermine investor confidence.
−Removed: As a publicly-traded company, we are required to report annual audited consolidated financial statements and quarterly unaudited interim consolidated financial statements prepared in accordance with the accounting principles generally accepted in the United States (“GAAP”).
−Removed: We rely on our internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external purposes in accordance with GAAP.
+Added: Additionally, ineffective disclosure controls and procedures could also adversely affect our ability to prevent or detect fraud, harm our reputation and cause investors to lose confidence in our reports filed with, or submitted to, the SEC, which would likely have a negative effect on the market price of our common stock.
+Added: We identified a material weakness in our internal control over financial reporting as of December 31, 2025.
+Added: Material weaknesses or a failure to maintain an effective system of internal control over financial reporting could prevent us from
+Added: accurately reporting our financial results in a timely manner, which would likely have a negative effect on the market price of our common stock.
+Added: We rely on our internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external purposes in accordance with the accounting principles generally accepted in the United States (“GAAP”).
More broadly, effective internal control over financial reporting is a necessary component of our program to seek to prevent, and to detect any, fraud and to operate successfully as a public company.
−Removed: Our independent registered public accounting firm identified a material weakness in internal control over financial reporting in connection with its audit of our consolidated financial statements for the year ended December 31, 2023, as disclosed in our prospectus dated July 24, 2024, filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on July 26, 2024 (the “Prospectus”) in connection with our IPO.
+Added: As disclosed in Management’s Annual Report on Internal Control over Financial Reporting included in Part II Item 9A.
+Added: of this Annual Report, as of December 31, 2025, management identified a material weakness related to ineffective information technology general controls (“ITGCs”) in the areas of user access and program change management for certain systems supporting the Company’s financial reporting and related processes.
+Added: These deficiencies, in aggregate, could impact maintaining effective segregation of duties, as well as the effectiveness of IT-dependent controls (such as automated controls that address the risk of material misstatement to one or more assertions, along with the IT controls and underlying data that support the effectiveness of system-generated data and reports) that could result in misstatements potentially impacting all financial statement accounts and disclosures that would not be prevented or detected.
+Added: There can be no assurance that the remediation efforts we have committed to will be successful or that we will not identify material weaknesses in our ITGCs in the future.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis.
−Removed: The identified material weakness had risen from our failure to timely complete our risk assessment and design, implement and/or effectively operate controls for a sufficient period of time.
−Removed: With the hiring of additional key internal resources and the engagement of third-party specialists, we were able to complete our risk assessment and design and implement and/or effectively operate controls throughout the period to remediate this material weakness.
−Removed: Thus, it has been remediated as of December 31, 2024.
−Removed: Despite remediating the material weakness described above, we can give no assurance that any additional material weaknesses will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls or that our internal control over financial reporting will be effective in accomplishing all of its objectives.
−Removed: Furthermore, as we grow, our business, and hence our internal control over financial reporting, will likely become more complex, and we may require significantly more resources to develop and maintain effective controls.
−Removed: Designing and implementing an effective system of internal control over financial reporting is a continuous effort that requires significant resources, including the expenditure of a significant amount of time by senior members of our management team.
−Removed: In addition, as a public company, we are required to document and test our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act so that our management can certify as to the effectiveness of our internal control over financial reporting.
−Removed: Management’s initial certification under Section 404 of the Sarbanes-Oxley Act will be required with our Annual Report on Form 10-K for the year ending December 31, 2025.
−Removed: In support of such certifications, we will be required to document and make significant changes and enhancements, including potentially hiring additional personnel, to our internal control over financial reporting.
−Removed: Likewise, our independent registered public accounting firm will be required to provide an attestation report on the effectiveness of our internal control over financial reporting as of December 31, 2025.
−Removed: To date, neither our management nor an independent registered public accounting firm has performed an evaluation of our internal control over financial reporting in accordance with the requirements of Section 404 of the Sarbanes-Oxley Act because no such evaluation has been required.
−Removed: In connection with our ongoing monitoring of our internal control over financial reporting or audits of our consolidated financial statements or our management’s assessment of the effectiveness of internal control over financial reporting, we or our auditors may identify additional deficiencies in our internal control over financial reporting that may be significant or rise to the level of material weaknesses.
−Removed: Any failure to maintain effective internal control over financial reporting or to timely effect any necessary improvements to such controls could cause us to fail to meet our reporting obligations (which could affect the listing of our common stock on Nasdaq).
−Removed: Additionally, ineffective internal control over financial reporting could also adversely affect our ability to prevent or detect fraud, harm our reputation, subject us to regulatory scrutiny and cause investors to lose confidence in our reported financial information, which would likely have a negative effect on the market price of our common stock.
−Removed: Our business could be adversely impacted if we have deficiencies in our disclosure controls and procedures or internal control over financial reporting, including as a result of the material weakness identified by management and discussed above.
−Removed: The design and effectiveness of our disclosure controls and procedures and internal control over financial reporting, including new and revised financial and IT-related controls that have been designed, implemented, and operating, may not prevent all errors, misstatements or misrepresentations.
−Removed: While management will continue to review the effectiveness of our disclosure controls and procedures and internal control over financial reporting, there can be no guarantee that our internal control over financial reporting will be effective in accomplishing all control objectives all of the time.
−Removed: Deficiencies in our internal control over financial reporting, including any material weakness which may occur in the future, could result in misstatements of our results of operations, restatements of our financial statements, a decline in our stock price, or otherwise materially adversely affect our business, reputation, results of operations, financial condition or liquidity.
+Added: If we are unable to remediate the material weakness, or are otherwise unable to maintain effective internal control over financial reporting, it could adversely affect our ability to prevent or detect fraud, harm our reputation, subject us to regulatory scrutiny, and cause investors to lose confidence in our reported financial information, which would likely have a negative effect on the market price of our common stock.
Charges for impairment of goodwill, long-lived assets, or finite lived intangible assets and declines in real estate valuations could adversely affect our financial condition and results of operations.
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For the year ended December 31, 2024, we recorded a $35 million impairment of long-lived assets, primarily related to impairment of an entire warehouse in Kennewick, Washington due to a fire, and a $63 million impairment of finite lived intangible assets related to two customer relationship assets in the Global Integrated Solutions segment.
+Added: For the year ended December 31, 2025, we recorded a $28 million goodwill impairment in our Global Integrated Solutions segment and a $20 million goodwill impairment in our Global Warehousing segment.
The testing of long-lived assets and goodwill for impairment requires the use of estimates based on significant assumptions about our future revenue, profitability, cash flows, fair value of assets and liabilities, weighted average cost of capital, as well as other assumptions.
−Removed: Changes in these estimates, or changes in actual performance compared with these estimates, may affect the fair value of long-lived assets, which could result in an impairment charge.
−Removed: Geopolitical conflicts, including the conflict between Russia and Ukraine and continued instability in the Middle East, including from the Houthi rebels in Yemen, may adversely affect our business and results of operations.
+Added: Changes in these estimates, or changes in actual performance compared with these estimates, may affect the fair value of long-lived assets, finite lived intangible assets, or goodwill, which could result in additional impairment charges.
+Added: Geopolitical conflicts may adversely affect our business and results of operations.
We have operations or activities in numerous countries and regions outside the United States, including throughout Europe and Asia-Pacific.
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laws regulating international trade.
−Removed: Specifically, although we neither have warehouses nor conduct business in Russia or Ukraine, the current conflict between Russia and Ukraine is creating substantial uncertainty about the future impact on the global economy.
−Removed: Countries across the globe have instituted sanctions and other penalties against Russia.
−Removed: The retaliatory measures that have been taken, and could be taken in the future, by the U.S., NATO, and other countries have created global security concerns that could result in broader European military and political conflicts and otherwise have a substantial impact on regional and global economies, any or all of which could adversely affect our business, particularly our European operations.
−Removed: While the broader consequences are uncertain at this time, the continuation and/or escalation of the Russian and Ukraine conflict, along with any expansion of the conflict to surrounding areas, create a number of risks that could adversely impact our business and results of operations, including:
−Removed: • increased inflation and significant volatility in commodity prices;
−Removed: • disruptions to our global technology infrastructure, including through cyberattacks, ransom attacks or cyber-intrusion;
−Removed: • adverse changes in international trade policies and relations;
−Removed: • our ability to maintain or increase our prices, including freight in response to rising fuel costs;
−Removed: • disruptions in global supply chains, specifically within the food supply chain and construction materials;
−Removed: • increased exposure to foreign currency fluctuations;
−Removed: • constraints, volatility or disruption in the credit and capital markets.
−Removed: To the extent the current conflict between Russia and Ukraine adversely affects our business, it may also have the effect of heightening many other risks disclosed in this Annual Report, any of which could materially and adversely affect our business and results of operations.
−Removed: We are continuing to monitor the situation in Ukraine and globally and assess its potential impact on our business.
−Removed: Further, the Houthi movement, which controls parts of Yemen, has targeted and launched numerous attacks on commercial marine vessels in the Red Sea as the ships approach the Suez Canal, resulting in many shipping companies re-routing to avoid the region altogether.
−Removed: While the consequences of this conflict on our and our customers’ businesses are uncertain at this time, the continuation and/or escalation of the Suez Canal blockage creates a number of risks that could adversely impact our business and results of operations, including:
−Removed: • worsening supply chain issues, including delays
−Removed: • increased transportation costs;
−Removed: • decreased throughput as a result of longer shipping times.
+Added: For example, the current conflict between Russia and Ukraine and the related sanctions against Russia have caused us to make changes in our supply chain and have significantly impacted some of our customers’ businesses, which adversely impacted our operations.
+Added: This and other geopolitical conflicts and any retaliatory measures that could be taken in the future, by the U.S., NATO, and other countries have created global security concerns that could result in broader military and political conflicts and otherwise have a substantial impact on regional and global economies, any or all of which could adversely affect our business.
+Added: The geopolitical instability could lead to increased inflation, significant volatility in capital markets, increased cyberattacks, challenges in our transportation network, disruptions in global supply chains, specifically within the food supply chain and construction materials, increased exposure to foreign currency fluctuations, and other potential issues that could have an adverse impact on our business.
General Risks Related to the Real Estate Industry
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The properties we own or have owned in the past may subject us to known and unknown environmental liabilities.
−Removed: Under various federal, state and local laws and regulations related to the environment, as a current or former owner or operator of real
−Removed: property, we may be liable for costs and damages resulting from environmental matters, including the presence or discharge of hazardous or toxic substances, waste or petroleum products at, on, in, under or migrating from such property, including costs to investigate or clean up such contamination and liability for personal injury, property damage or harm to natural resources.
+Added: Under various federal, state and local laws and regulations related to the environment, as a current or former owner or operator of real property, we may be liable for costs and damages resulting from environmental matters, including the presence or discharge of hazardous or toxic substances, waste or petroleum products at, on, in, under or migrating from such property, including costs to investigate or clean up such contamination and liability for personal injury, property damage or harm to natural resources.
We may face liability regardless of:
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Failure to comply with these environmental requirements can result in civil or criminal fines or sanctions, claims for environmental damages, remediation obligations, revocation of permits or restrictions on our operations.
−Removed: There can be no assurance that future laws, ordinances, or regulations will not impose new material environmental obligations or costs, including the potential effects of
−Removed: climate change or new climate change regulations, 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.
+Added: There can be no assurance that future laws, ordinances, or regulations will not impose new material environmental obligations or costs, including the potential effects of climate change or new climate change regulations, 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.
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 could materially and adversely affect our business, financial condition, liquidity, results of operations and prospects, and, consequently, amounts available for distribution to our stockholders.
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Risks related to climate change could have a material adverse effect on our results of operations.
−Removed: Climate change, including the impact of global warming, creates physical and financial risks.
−Removed: Physical risks from climate change include an increase in sea level and changes in weather conditions, such as an increase in storm intensity and severity of weather (e.g., floods, tornadoes or hurricanes) and extreme temperatures.
−Removed: For example, 86 of our warehouses are in zones subject to what we believe to be a moderate to high risk of flooding.
−Removed: The occurrence of sea level rise or one or more natural disasters, such as floods, tornadoes, hurricanes, tropical storms, wildfires and earthquakes (whether or not caused by climate change), could cause considerable damage to our warehouses, disrupt our operations and negatively affect our financial performance.
+Added: Climate change, including the impact of global warming, creates physical and transition risks that may adversely affect our operations, financial condition and cash flows.
+Added: As described in our 2025 Task Force on Climate-related Financial Disclosures (“TCFD”) report, as identified through a climate-related risk assessment and scenario analysis, we face exposure to acute physical risks, such as extreme heat, extreme precipitation, flooding, wildfires, and tropical cyclones, and chronic risks associated with long-term shifts in temperature and precipitation.
+Added: These risks may result in considerable damage to our warehouses, disrupt our operations, and negatively affect our financial performance (whether or not caused by climate change).
+Added: In addition, climate-driven shifts in agricultural patterns and growing regions may reduce agricultural yields or crop quality and change sourcing regions, which could reduce demand for temperature-controlled storage and transport in specific areas, lower utilization of certain facilities, or require capital reallocation to new geographies.
+Added: Such changes may increase revenue volatility and necessitate higher operating, transportation, or compliance costs.
Additional risks related to our business and operations as a result of climate change include physical and transition risks such as:
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• delays during transit of customers’ products resulting from natural disasters or extreme weather events;
−Removed: • spoiled, damaged or destroyed customer inventory as a result of natural disasters or other serious disruptions caused by fire, earthquakes.
+Added: • spoiled, damaged, or destroyed customer inventory as a result of natural disasters or other serious disruptions caused by fire or earthquakes.
In addition, risks associated with new or more stringent laws or regulations or stricter interpretations of existing laws could directly or indirectly affect our customers and could adversely affect our business, financial condition, results of operations and cash flows.
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Such codes could require us to make improvements to our properties, increase the cost of maintaining, operating or improving our warehouses, or increase taxes and fees assessed on us.
+Added: Changing transportation, fuel-efficiency, and electric-vehicle requirements may involve investments to replace or retrofit portions of our fleet, deploy charging infrastructure and adjust routing and scheduling.
+Added: These changes could increase capital and operating costs and may require additional workforce training and compliance monitoring.
+Added: Non-compliance could result in penalties or restricted market access.
Climate change regulations could also adversely impact companies with which we do business, which in turn may adversely impact our business, financial condition, results or operations or cash flows.
−Removed: In the future, our customers may demand lower indirect emissions associated with the storage and transportation of frozen and perishable food, which could make our facilities less competitive.
+Added: In the future, our customers may demand lower indirect emissions associated with the storage and transportation of frozen and perishable food, which could make our facilities
+Added: less competitive.
Further, such demand could require us to implement various processes to reduce emissions from our operations in order to remain competitive, which could materially and adversely affect us.
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In addition, changes in the cost or availability of insurance could expose us to uninsured casualty losses.
−Removed: 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.
−Removed: Any such losses could materially and
−Removed: adversely affect us.
+Added: In the event that any of our properties incurs a casualty loss that is not covered by
+Added: 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.
+Added: 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.
−Removed: In April 2024, we experienced a fire at a warehouse, which represented 0.5% of our global warehousing segment revenue for the year ended December 31, 2023, that resulted in a complete loss of the warehouse.
−Removed: 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.
In addition, the business interruption insurance we carry may not be sufficient to compensate us fully for losses or damages that may occur because of such events.
−Removed: A number of our properties are located in areas that are known to be subject to earthquake activity, such as California, Washington, Oregon and New Zealand, or in flood zones, such as 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.
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In addition, there are various governmental, environmental, fire, health, safety and similar regulations with which we and our customers may be required to comply and which may subject us and our customers to liability in the form of fines or damages for noncompliance.
−Removed: Any material expenditures, fines or damages imposed on our
−Removed: customers or us could directly or indirectly have a material adverse effect on us.
+Added: Any material expenditures, fines or damages imposed on our customers or us could directly or indirectly have a material adverse effect on us.
In addition, changes in these governmental laws and regulations, or their interpretation by agencies and courts, could occur.
The Americans with Disabilities Act of 1990, as amended, or the ADA, generally requires that public buildings, including portions of our warehouses, be made accessible to disabled persons.
−Removed: Noncompliance could result in the imposition of fines by the federal government or the award of damages to private litigants.
+Added: Noncompliance could result in the imposition of fines by the
+Added: federal government or the award of damages to private litigants.
If, under the ADA, we are required to make substantial alterations and capital expenditures in one or more of our warehouses, including the removal of access barriers, it could materially and adversely affect us.
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As of December 31, 2025, we had $6.1 billion of total consolidated indebtedness outstanding, of which $0.5 billion was secured, and borrowing capacity under our Revolving Credit Facility of $1.9 billion (net of outstanding standby letters of credit in the amount of $61 million, which reduce availability).
−Removed: See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Outstanding Indebtedness.” We expect to meet our repayment requirements primarily through financing activity or net cash from operating activities.
+Added: See “Management’s Discussion and Analysis of Financial Condition and
+Added: Results of Operations—Liquidity and Capital Resources—Outstanding Indebtedness.” We expect to meet our repayment requirements primarily through financing activity or net cash from operating activities.
Our organizational documents contain no limitations regarding the maximum level of indebtedness that we may incur or keep outstanding.
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• we may be unable to refinance our indebtedness at maturity or the refinancing terms may be less favorable than the terms of our original indebtedness;
−Removed: • because a portion of our debt bears interest at variable rates, increases in interest rates could increase our interest expense;
−Removed: • we may be unable to hedge floating rate debt, counterparties may fail to honor their obligations under any hedge agreements we enter into, such agreements may not effectively hedge interest rate fluctuation risk, and, upon the expiration of any hedge agreements we enter into, we would be exposed to then-existing market rates of interest and future interest rate volatility;
−Removed: • we may be forced to dispose of properties, possibly on unfavorable terms or in violation of certain covenants to which we may be subject;
+Added: • in order to service our debt or to meet our covenants, we may be forced to dispose of properties or issue equity, possibly at unfavorable terms;
• we may default on our obligations and the lenders or mortgagees may foreclose on our properties or our interests in the entities that own the properties that secure their loans and receive an assignment of rents and leases;
−Removed: • we may be restricted from accessing some of our excess cash flow after debt service if certain of our customers fail to meet certain financial performance metric thresholds;
• we may violate restrictive covenants in our loan documents, which would entitle the lenders to accelerate our debt obligations;
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Furthermore, foreclosures could create taxable income without accompanying cash proceeds, which could hinder our ability to meet the REIT distribution requirements imposed by the Code.
−Removed: Increases in interest rates could increase the amount of our debt payments.
+Added: Increases in interest rates could increase the amount of our debt payments and interest expense.
As of December 31, 2025, we had $2.6 billion of our outstanding consolidated indebtedness that is variable-rate debt, and we may continue to incur variable-rate debt in the future.
We have entered into interest rate swaps to convert $0.5 billion of this indebtedness to fixed-rate.
−Removed: As of December 31, 2024, we have entered into approximately $1.5 billion of interest rate caps to protect the majority of remaining variable debt against increases in interest rates.
+Added: As of December 31, 2025, we have entered into $1.1 billion of interest rate caps to protect the majority of remaining variable debt against increases in interest rates.
Increases in interest rates may raise our interest costs under any variable-rate debt that is not effectively converted to fixed-rate debt and increase our overall cost of capital, which could materially and adversely affect us, reduce our cash flows and funds from operations, and reduce our ability to use the capital that is being paid in interest in other ways, including to make distributions to our stockholders.
−Removed: Increases in interest rates would also increase our interest expense on future fixed rate
−Removed: borrowings and have the same collateral effects described above.
+Added: Increases in interest rates would also increase our interest expense on future fixed rate borrowings and have the same collateral effects described above.
In addition, if we need to repay existing debt during periods of rising interest rates, we could be required to liquidate one or more of our investments in properties at times which may not permit realization of the maximum return on such investments.
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Conversely, if interest rates are lower than our swapped fixed rates, we will be required to pay more to service our debt than if we had not entered into the interest rate swaps.
+Added: In addition, historically, during periods of increasing interest rates, real estate valuations have generally decreased as a result of rising capitalization rates, which tend to be positively correlated with interest rates.
+Added: Consequently, prolonged periods of higher interest rates may negatively impact the valuation of our portfolio and result in the decline of the quoted trading price of our securities and market capitalization, as well as lower sales proceeds from future dispositions.
Market conditions could adversely affect our ability to refinance existing indebtedness or obtain additional financing for growth on acceptable terms or at all, which could materially and adversely affect us.
Credit markets have experienced over the past several years, and may continue to experience, significant price volatility, displacement and liquidity disruptions, including the bankruptcy, insolvency or restructuring of certain financial institutions.
−Removed: Such circumstances could materially impact liquidity in the financial markets, making financing terms for borrowers less attractive, and potentially result in the unavailability of various types of debt financing.
+Added: circumstances could materially impact liquidity in the financial markets, making financing terms for borrowers less attractive, and potentially result in the unavailability of various types of debt financing.
As a result, we may be unable to obtain debt financing on favorable terms or at all or fully refinance maturing indebtedness with new indebtedness.
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Secured indebtedness exposes us to the possibility of foreclosure, which could result in the loss of our investment in certain of our subsidiaries or in a property or group of properties or other assets subject to indebtedness and limits our ability to raise future capital.
−Removed: We have granted certain of our lenders security interests in certain of our assets, including equity interests in certain of our real property.
+Added: We have granted certain of our lenders security interests in certain of our assets, including security interests in certain of our real property.
Incurring secured indebtedness, including mortgage indebtedness, increases our risk of asset and property losses because defaults on indebtedness secured by our assets, including certain of our real property, may result in foreclosure actions initiated by lenders and ultimately our loss of the property or other assets securing any loans for which we are in default.
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For tax purposes, a foreclosure of any of our properties would be treated as a sale of the property for a purchase price equal to the outstanding balance of the indebtedness secured by the mortgage.
−Removed: If the outstanding balance of the indebtedness secured by the mortgage exceeds our tax basis in the property, we would recognize
−Removed: taxable income on foreclosure, but would not receive any cash proceeds, which could materially and adversely affect us, including hindering our ability to meet the REIT distribution requirements imposed by the Code.
+Added: If the outstanding balance of the indebtedness secured by the mortgage exceeds our tax basis in the property, we would recognize taxable income on foreclosure, but would not receive any cash proceeds, which could materially and adversely affect us, including hindering our ability to meet the REIT distribution requirements imposed by the Code.
As a result, our substantial secured indebtedness could have a material adverse effect on us.
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Our Co-Executive Chairmen have substantial influence over our business, and our Co-Executive Chairmen’s interests, and the interests of certain members of our management, differ from our interests and those of our other stockholders in certain respects.
−Removed: As of December 31, 2024, BG Capital, through its affiliates, including BGLH, beneficially owned approximately 69% of our outstanding shares of common stock, and because of voting and dispositive control, are deemed to beneficially own 100% of our outstanding Legacy OP Units and OPEUs, resulting in total deemed beneficial ownership of shares of common stock of approximately 72%.
+Added: As of December 31, 2025, BG Capital, through its affiliates, including BGLH, beneficially owned approximately 68% of our outstanding shares of common stock, and because of voting and dispositive control, are deemed to beneficially own 100% of
+Added: our outstanding Legacy OP Units and OPEUs, resulting in total deemed beneficial ownership of shares of common stock of approximately 71%.
Our Co-Executive Chairmen, as managing members of BG Capital, are deemed to beneficially own all of the securities beneficially owned by BG Capital, including the securities beneficially owned by BGLH.
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Certain provisions of the MGCL may have the effect of inhibiting a third-party from acquiring us or of impeding a change of control under circumstances that otherwise could provide our common stockholders with the opportunity to realize a premium over the then-prevailing market price of such shares, including:
−Removed: • “business combination” provisions that, subject to limitations, prohibit certain business combinations between an “interested stockholder” (defined generally as any person who beneficially owns, directly or indirectly, 10% or more of the voting power of our outstanding shares of voting stock or an affiliate or associate of the corporation who, at any time within the two-year period immediately prior to the date in question, was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then outstanding stock of the corporation) or an affiliate of any interested
−Removed: stockholder and us for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter imposes two super-majority stockholder voting requirements on these combinations;
−Removed: • “control share” provisions that provide that holders of “control shares” of our company (defined as voting shares of stock that, if aggregated with all other shares of stock owned or controlled by the acquirer, would entitle the acquirer to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of issued and outstanding “control shares”) have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all of the votes entitled to be cast on the matter, excluding all interested shares.
+Added: • “business combination” provisions that, subject to limitations, prohibit certain business combinations between an “interested stockholder” (defined generally as any person who beneficially owns, directly or indirectly, 10% or more of the voting power of our outstanding shares of voting stock or an affiliate or associate of the corporation who, at any time within the two-year period immediately prior to the date in question, was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then outstanding stock of the corporation) or an affiliate of any interested stockholder and us for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter imposes two super-majority stockholder voting requirements on these combinations;
+Added: • “control share” provisions that provide that holders of “control shares” of our company (defined as voting shares of stock that, if aggregated with all other shares of stock owned or controlled by the acquirer, would entitle the acquirer to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of issued and outstanding “control shares”) have no voting
+Added: rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all of the votes entitled to be cast on the matter, excluding all interested shares.
Pursuant to the Maryland Business Combination Act, our board of directors has by resolution exempted from the provisions of the Maryland Business Combination Act business combinations between us and any other person, provided that the business combination is first approved by our board of directors (including a majority of our directors who are not affiliates or associates of such person).
11 unchanged sentences
Although we are not required to maintain a particular leverage ratio, we generally intend to target a level of net debt (which includes recourse and non-recourse borrowings and any outstanding preferred stock issuance less unrestricted cash and cash equivalents) that, over time, is less than six times our Adjusted EBITDA.
−Removed: However, from time to time, our ratio of net debt to our Adjusted EBITDA may exceed six times.
+Added: However, from time to time, our ratio of net debt to our Adjusted EBITDA may exceed six times, which we expect to occur in 2026.
+Added: Our strategic plans to reduce such ratio to less than six times our Adjusted EBITDA over the next two years may not be successful.
Our board of directors may alter or eliminate our current policy on borrowing at any time without stockholder approval.
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As a result, we rely on distributions from our operating partnership to pay any distributions we might declare on shares of our common stock.
−Removed: We also rely on distributions
−Removed: from our operating partnership to meet any of our obligations, including any tax liability on taxable income allocated to us from our operating partnership.
+Added: We also rely on distributions from our operating partnership to meet any of our obligations, including any tax liability on taxable income allocated to us from our operating partnership.
In addition, because we are a holding company, your claims as stockholders are structurally subordinated to all existing and future liabilities and obligations (whether or not for borrowed money) of our operating partnership and its subsidiaries.
−Removed: Therefore, in the event of our bankruptcy, liquidation or reorganization, our assets and those of our operating partnership and its subsidiaries will be able to satisfy the claims of our stockholders only after all of our and our operating partnership’s and its subsidiaries’ liabilities and obligations have been paid in full.
+Added: Therefore, in the event of our bankruptcy, liquidation or reorganization, our assets and those of our operating
+Added: partnership and its subsidiaries will be able to satisfy the claims of our stockholders only after all of our and our operating partnership’s and its subsidiaries’ liabilities and obligations have been paid in full.
In connection with our future acquisition of properties or otherwise, we may issue units of our operating partnership to third parties.
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Marchetti and Forste, their respective estate planning vehicles, family members and controlled affiliates, does not cause such parties to recognize gain for federal income tax purposes, and provides for substantially similar tax protections after such transactions, and (ii) cause our operating partnership or its subsidiaries to continuously maintain sufficient levels of indebtedness that are allocable for federal income tax purposes to Messrs.
−Removed: Marchetti and Forste and their
−Removed: respective personal holding entities to prevent them from recognizing gain as a result of any negative tax capital account or insufficient debt allocation, provided that such amount of debt shall not be required to exceed the amount allocable to the parties immediately following our IPO, subject to certain exceptions.
+Added: Marchetti and Forste and their respective personal holding entities to prevent them from recognizing gain as a result of any negative tax capital account or insufficient debt allocation, provided that such amount of debt shall not be required to exceed the amount allocable to the parties immediately following our IPO, subject to certain exceptions.
In connection with the obligation to maintain sufficient liability allocations, if we or our operating partnership believes insufficient liabilities may be allocated to Messrs.
−Removed: Marchetti and Forste and their respective personal holding entities, we shall, and shall cause our subsidiaries to, provide Messrs.
+Added: Marchetti and Forste
+Added: and their respective personal holding entities, we shall, and shall cause our subsidiaries to, provide Messrs.
Marchetti and Forste, their respective estate planning vehicles, family members and controlled affiliates with an opportunity to guarantee indebtedness.
51 unchanged sentences
Future offerings of debt, which would be senior to shares of our common stock upon liquidation, and/or preferred equity securities that may be senior to shares of our common stock for purposes of distributions or upon liquidation, may materially and adversely affect the market price of shares of our common stock.
−Removed: In the future, we may attempt to increase our capital resources by making additional offerings of debt or preferred equity securities (or causing our operating partnership to issue debt securities).
+Added: In the future, we may attempt to increase our capital resources by making additional offerings of debt or preferred equity securities (or causing our operating partnership, or one or more other subsidiaries, to issue debt securities or guarantees of debt securities).
Upon liquidation, holders of our debt securities and preferred stock and lenders with respect to other borrowings will receive distributions of our available assets prior to our common stockholders.
17 unchanged sentences
The common stock, OP units, Legacy OP Units and OPEUs that were issued in the formation transactions in connection with our IPO are “restricted securities” within the meaning of Rule 144 under the Securities Act and may not be sold in the absence of registration under the Securities Act unless an exemption from registration is available, including the exemptions contained in Rule 144.
−Removed: Pursuant to the coordinated settlement process that will occur for up to three years following our IPO, all of the shares of our common stock outstanding immediately prior to our IPO will transition from the control of BGLH and all of the Legacy OP
−Removed: Units will transition from the control of BGLH’s subsidiary, the LHR, through (i) Cash Settlements of such equity in amounts that are expected to be material and (ii) Securities Settlements for all remaining amounts of such equity, resulting in the transfer of control of all such securities to the underlying legacy investors who will then determine the timing of their future disposition of such securities.
+Added: Pursuant to the coordinated settlement process that will occur for up to three years following our IPO, all of the shares
+Added: of our common stock outstanding immediately prior to our IPO will transition from the control of BGLH and all of the Legacy OP Units will transition from the control of BGLH’s subsidiary, the LHR, through (i) Cash Settlements of such equity in amounts that are expected to be material and (ii) Securities Settlements for all remaining amounts of such equity, resulting in the transfer of control of all such securities to the underlying legacy investors who will then determine the timing of their future disposition of such securities.
Legacy investors that receive Securities Settlements will have registration rights with respect to shares of our common stock, including common stock that may be issued in exchange for OP units (including OP units that may be issued upon reclassification of Legacy OP Units or exchange of OPEUs).
−Removed: As a result of these registration rights agreements, however, all of these shares of our common stock, including common stock that may be issued in exchange for OP units (including OP units that may be issued upon reclassification of Legacy OP Units or exchange of OPEUs), may be eligible for future sale without restriction, subject to applicable lock-up arrangements.
+Added: As a result of these registration rights agreements, however, all of these shares of our common stock, including common stock that may be issued in exchange for OP units (including OP units that may be issued upon reclassification of Legacy OP Units or exchange of OPEUs), may be eligible for future sale without restriction.
Sales of a substantial number of such shares, or the perception that such sales may occur, could cause the market price of our common stock to fall or make it more difficult for you to sell your common stock at a time and price that you deem appropriate.
5 unchanged sentences
Therefore, it may not be possible for existing stockholders to participate in such future issuances, which may dilute the existing stockholders’ interests in us.
−Removed: If research analysts do not publish research, or publish inaccurate or unfavorable research, about us, the price of our common stock could decline.
−Removed: The trading market for our common stock will depend in part on the reports that research analysts publish about us, our common stock, our market and our competitors.
−Removed: We do not have any control over these analysts.
−Removed: If one or more of the analysts who cover us downgrade our common stock, or publish inaccurate or unfavorable research about our business, or if one or more analysts cease coverage of us or fail to publish reports on us regularly, it could materially and adversely affect the market price and liquidity of our common stock.
Risks Related to Our REIT Status and Other Tax Risks
14 unchanged sentences
To qualify as a REIT, the Subsidiary REIT must independently satisfy all of the REIT qualification requirements.
−Removed: failure of a Subsidiary REIT to qualify as a REIT could have an adverse effect on our ability to comply with the REIT income and asset tests, and thus our ability to qualify as a REIT.
+Added: The failure of a Subsidiary REIT to qualify as a REIT could have an adverse effect on our ability to comply with the REIT income and asset tests, and thus our ability to qualify as a REIT.
If we fail to qualify as a REIT in any taxable year, and are unable to obtain relief under certain statutory provisions, we will face material tax consequences that will substantially reduce the funds available for distributions to our stockholders because:
20 unchanged sentences
federal income tax purposes, we could fail to qualify as a REIT and would suffer adverse consequences.
−Removed: We believe that our operating partnership is organized and will be operated in a manner so as to be treated as a partnership, and not an association or publicly traded partnership taxable as a corporation, for U.S.
+Added: We believe that our operating partnership is organized and is operated in a manner so as to be treated as a partnership, and not an association or publicly traded partnership taxable as a corporation, for U.S.
federal income tax purposes.
10 unchanged sentences
Certain of our operating partnership’s assets were acquired in tax-deferred transactions and have carryover tax bases that are lower than the fair market values of these assets at the time of the acquisition.
−Removed: As a result of this lower aggregate tax basis, our operating partnership will recognize higher taxable gain upon the sale of these assets and our operating partnership will be entitled to lower depreciation deductions on these assets than if it had purchased these assets in taxable transactions at the time of the
+Added: As a result of this lower aggregate tax basis, our operating partnership will recognize higher taxable gain upon the sale of these assets and our operating partnership will be entitled to lower depreciation deductions on these assets than if it had purchased these assets in taxable transactions at the time of the acquisition.
Such lower depreciation deductions and increased gains on sales allocated to us generally will increase the amount of our required distribution under the REIT rules, and will decrease the portion of any distribution that otherwise would have been treated as a “return of capital” distribution.
3 unchanged sentences
The property taxes on our assets may increase as property tax rates change or as our assets are assessed or reassessed by taxing authorities.
−Removed: Therefore, the amount of property taxes we pay in the future may increase substantially from what we have paid in the past.
+Added: Therefore, the amount of property taxes we pay in the future may increase substantially from
+Added: what we have paid in the past.
If the property taxes we pay increase, our financial condition, results of operations, cash flow, per share trading price of our common stock, and ability to satisfy our principal and interest obligations and to make distributions to our stockholders could be adversely affected.
13 unchanged sentences
Our ownership of TRS entities is subject to limitations that could prevent us from growing the portion of our business that does not qualify for operating through a REIT, and our transactions with our TRS entities could cause us to be subject to a 100% penalty tax on certain income or deductions if those transactions are not conducted on an arm’s-length basis.
−Removed: No more than 20% of the value of a REIT’s gross assets may consist of interests in TRS entities.
+Added: No more than 20% (25% for taxable years beginning after December 31, 2025) of the value of a REIT’s gross assets may consist of interests in TRS entities.
We hold a portion of our business that could adversely impact our status as a REIT, if conducted directly by the REIT, through one or more TRS entities.
9 unchanged sentences
In addition, we may elect to retain and pay income tax on our net long-term capital gain.
−Removed: In that case, if we so elect, a stockholder would be taxed on its proportionate share of our undistributed long-term gain and would receive
−Removed: a credit or refund for its proportionate share of the tax we paid.
+Added: In that case, if we so elect, a stockholder would be taxed on its proportionate share of our undistributed long-term gain and would receive a credit or refund for its proportionate share of the tax we paid.
A stockholder, including a tax-exempt or non-U.S.
17 unchanged sentences
In addition, in general, no more than 5% of the value of our assets can consist of the securities of any one issuer (other than U.S.
−Removed: government securities and qualified real estate assets) and no more than 20% of the value of our gross assets may be represented by securities of one or more TRS entities.
+Added: government securities and qualified real estate assets) and no more than 20% (25% for taxable years beginning after December 31, 2025) of the value of our gross assets may be represented by securities of one or more TRS entities.
Finally, no more than 25% of our assets may consist of debt investments that are issued by “publicly offered REITs” and would not otherwise be treated as qualifying real estate assets.
27 unchanged sentences
stockholders that are individuals, trusts or estates is generally 20%.
−Removed: Dividends paid by REITs to such stockholders are generally not eligible for that rate, but under current tax law, such stockholders may deduct up to 20% of ordinary dividends (i.e., dividends not designated as capital gain dividends or qualified dividend income) received from a REIT for taxable years beginning before January 1, 2026.
+Added: Dividends paid by REITs to such stockholders are generally not eligible for that rate, but under current tax law, such stockholders may deduct up to 20% of ordinary dividends (i.e., dividends not designated as capital gain dividends or qualified dividend income) received from a REIT.
Although this deduction reduces the effective tax rate applicable to certain dividends paid by REITs, such tax rate may still be higher than the tax rate applicable to regular corporate qualified dividends.
11 unchanged sentences
or its applicable Subsidiary REIT acquires the asset from the C corporation.
−Removed: We acquired a portion of our assets through a contribution by BGLH of the Lineage Logistics business to us in 2020.
−Removed: Treasury Regulations also apply the rules described above to property transferred to us by a partnership, such as BGLH, that directly or indirectly has partners that are C corporations.
−Removed: Under these rules, any gain that would have been allocated directly or
−Removed: indirectly by the transferor partnership to a C corporation partner, if the property had been sold at fair market value on the date of the contribution of the property to us, would be subject to the sting tax.
−Removed: As a result, a sale of a portion of our assets may be subject to the sting tax.
Any such sting taxes Lineage, Inc.
11 unchanged sentences
or its applicable Subsidiary REIT could avoid disqualification as a REIT by paying a “deficiency dividend.” Under these procedures, Lineage, Inc.
−Removed: or its applicable Subsidiary REIT generally would be required to (i) pay a statutory interest charge at a specified rate to the IRS on 50% of any such non-REIT earnings and profits and (ii) distribute any such non-REIT earnings and profits (less any interest charge paid to the IRS) to its stockholders within 90 days of the determination.
+Added: or its applicable Subsidiary REIT generally would
+Added: be required to (i) pay a statutory interest charge at a specified rate to the IRS on 50% of any such non-REIT earnings and profits and (ii) distribute any such non-REIT earnings and profits (less any interest charge paid to the IRS) to its stockholders within 90 days of the determination.
Such a distribution would be in addition to the distribution of REIT taxable income necessary to satisfy the REIT distribution requirement and may require that we borrow funds to make the distribution even if the then-prevailing market conditions are not favorable for borrowings.
In addition, payment of the statutory interest charge could materially and adversely affect us.
−Removed: Legislative or regulatory tax changes could adversely affect us or our stockholders.
+Added: Legislative or regulatory tax changes could adversely affect us or our stockholders, and challenges to our tax positions could have a material adverse effect on our results of operations and financial position.
At any time, the U.S.
federal income tax laws or regulations governing REITs or the administrative interpretations of those laws or regulations may be amended.
−Removed: We cannot predict when or if any new U.S.
−Removed: federal income tax law, regulation or administrative interpretation, or any amendment to any existing U.S.
−Removed: federal income tax law, regulation or administrative interpretation, will be adopted, promulgated or become effective and any such law, regulation or interpretation may take effect retroactively.
+Added: We cannot predict when or if any new or amended law or interpretation may be issued or become effective and any such law, regulation or interpretation may take effect retroactively.
Any such change could result in an increase in our, or our stockholders’, tax liability or require changes in the manner in which we operate in order to minimize increases in our tax liability.
−Removed: A shortfall in tax revenues for states and municipalities in which we operate may lead to an increase in the frequency and size of such changes.
−Removed: If such changes occur, we may be required to pay additional taxes on our assets or income or be subject to additional restrictions.
−Removed: These increased tax costs could, among other things, adversely affect our financial condition, the results of operations, and the amount of cash available for the payment of dividends.
−Removed: We and our stockholders could be adversely affected by any such change in, or any new, U.S.
−Removed: federal income tax law, regulation, or administrative interpretation.
−Removed: We are subject to IRS tax audits that could adversely affect us.
−Removed: On November 30, 2023, Lineage, Inc.
−Removed: received notice from the IRS that its federal tax return (Form 1120-REIT) for the tax year ended December 31, 2021, has been selected for examination.
−Removed: The audit is ongoing and to date no issues have been identified.
−Removed: It is possible that the results of the audit could nevertheless have a material adverse impact on us and our stockholders.
−Removed: On December 18, 2023, Lineage Holdings received a Notice of Administrative Proceeding (audit) from the IRS for its partnership federal tax return for the tax year ended December 31, 2021.
−Removed: The audit is ongoing and to date no issues have been identified.
−Removed: It is possible that the results of the audit could nevertheless have a material adverse impact on us and our stockholders.
+Added: We are also subject to tax laws and regulations of state, local, and foreign governments.
+Added: Changes in tax legislation, interpretations, or enforcement practices, including those related to global minimum tax regimes, could increase our effective tax rate, result in additional tax liabilities, or impact our profitability.
+Added: In addition, challenges arising from taxing authorities, including the Internal Revenue Service (IRS), state, local, and foreign jurisdictions, on the interpretation of tax laws and regulations could result in adjustments to our effective tax rate or otherwise have a material adverse effect on our financial condition.
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.