What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-02-25 compared with 2025-02-26 · 293 added, 257 removed, 559 unchanged (50% of the section changed)

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Our actual results may differ materially from those contained in or implied by any forward-looking statements as a result of various factors, including those set forth below and those described under Item 1A.

Risk Factors of this Annual Report on Form 10-K.

Risk Factors of this Annual Report.

Management’s Overview

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• Global integrated solutions, which complements warehousing with supply chain services to facilitate the movement of products through the food supply chain to generate cost savings for customers and additional revenue streams for our company.

Initial Public Offering

On July 26, 2024, we closed our IPO of 56,882,051 shares of our common stock at a price of $78.00 per share, with a subsequent exercise in full by the underwriters of their option to purchase from us an additional 8,532,307 shares of common stock that closed on July 31, 2024.

The net proceeds to us from the IPO were $4,873 million.

In connection with the IPO, we terminated the operating services agreement between our subsidiary, Lineage Holdings, and Bay Grove Management.

Additionally, we entered into a transition services agreement with Bay Grove Management, pursuant to which Bay Grove Management is expected to provide certain transition services to support capital deployment, mergers, and acquisitions activities for the three years following our IPO.

Refer to Note 2, Capital structure and noncontrolling interests in the consolidated financial statements included in this Annual Report for more information regarding our IPO-related transactions.

Components of Our Results of Operations

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• Warehouse Agreements.

Warehouse agreements are designed to accommodate the individual needs and characteristics of our customers and may include negotiated provisions, such as a fixed term, transactional pricing for warehouse services, pricing increase mechanisms based on inflationary cost increases and customer profile changes, a storage fee based on a minimum storage guarantee of the customer, additional storage fees based on on-demand storage used, a warehouseman’s lien on customer products held in our warehouses as security for payments, and provisions for interest and late payments if payment is not received within 30 days after invoicing.

The initial term of our warehouse agreements generally ranges from one to five years for typical customer relationships and 10 to 20 years for build-to-suit warehouses.

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• Rate Letters.

Rate letters are agreements that typically establish storage fee rates on products stored in our warehouses and rates for warehouse services pursuant to terms set forth on a standardized warehouse receipt and related rate

Rate letters may have terms similar to our warehouse agreements, including minimum storage guarantees, and are typically for a term of one year or less.

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Our depreciation and amortization expenses result primarily from the capital-intensive nature of our business.

The principal components of depreciation relate to our warehouses, both owned and leased, including buildings and improvements, refrigeration equipment, racking, leasehold improvements, material handling equipment, furniture

and fixtures, our computer hardware, and internal use software.

We also incur depreciation related to owned transportation assets.

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Our general and administrative expenses consist primarily of costs associated with the administration of our global warehousing and global integrated solutions segments, including management wages and benefits, administrative, legal, business development, project management, sales, marketing, engineering, safety and compliance, food optimization, human resources, finance, accounting, network optimization, data science, and information technology personnel, transformational information technology expenses, equity incentive plans, communications and data processing, travel, professional fees, credit loss, training, office equipment, supplies, and, prior to our IPO, management fees paid to Bay Grove in accordance with the terms of the operating services agreement.

Trends in general and administrative expenses are influenced by changes in headcount and compensation levels and achievement of incentive compensation targets.

In connection with our IPO, we terminated the operating services agreement in order to internalize certain operating, strategic development, and financial services that were previously provided by Bay Grove under it, and entered into a transition services agreement with Bay Grove to provide certain of these services for a three-year term while we internalize such functions.

Trends in general and administrative expenses are influenced by changes in headcount and compensation levels and achievement of incentive compensation targets.

Acquisition, transaction, and other expenses.

Our acquisition, transaction, and other expenses consist of costs with a high level of variability from period-to-period and include professional fees associated with planned and completed business expansion activities, and acquisition integration costs.

In addition, it includes expenses associated with our IPO, including costs related to public company readiness efforts and costs incurred as a result of our IPO in the third quarter of 2024 (see Note 2, Capital structure and noncontrolling interests to the consolidated financial statements included in this Annual Report for further detail on costs associated with our IPO).

In addition, it includes expenses associated with our IPO, including costs related to

public company readiness efforts and costs incurred as a result of our IPO in the third quarter of 2024.

It also includes legal and administrative costs associated with filing of other registration statements, and expenses incurred in connection with the coordinated settlement process that will occur for up to three years post-IPO for all legacy investors in BGLH.

These costs are expensed as incurred.

It also includes employee-related expenses associated with acquisitions, such as acquisition-related severance and consulting agreements and certain cash-based incentive awards given to employees of legacy companies in acquisitions.

Employee-related expenses also include costs associated with acquisitions, such as acquisition-related severance and consulting agreements and certain cash-based incentive awards given to employees of legacy companies in acquisitions.

Goodwill impairment.

Our goodwill impairment includes impairment losses recognized when a reporting unit’s carrying value is determined to exceed its fair value.

We assess goodwill impairment on an annual basis as of October 1, or on an interim basis when events occur or circumstances change that would more likely than not indicate an impairment exists.

Restructuring, impairment, and (gain) loss on disposals.

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We record such costs when there is a substantive plan for employee severance or employees are otherwise entitled to benefits (e.g., in case of one-time terminations) and related costs are probable and estimable.

It also includes gains (losses) on dispositions of property, plant, and equipment and impairments of long-lived assets, net of related gains on insurance recoveries.

It also includes gains (losses) on dispositions of property, plant, and equipment and impairments of long-lived assets, net of related gains on insurance recoveries, excluding impairments of goodwill.

Key Factors Affecting Our Business and Financial Results

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In response to significant inflationary impacts in recent years across wages, energy, and other operational costs, we implemented customer rate increases to offset such impacts to our operating results.

We believe that higher food costs continue to impact end-consumers’ buying decisions for certain commodities.

As inflation eases, we expect to see relief across operational cost pressures and volumes, both on-hand and throughput.

Offsetting these inflationary price increases, we are continuing to see pricing pressure in certain markets with excess capacity, but overall pricing has remained stable within a range based upon types of services provided, seasonal harvests, and types of customers (local versus export).

We believe that higher food costs have continued to impact end-consumers’ buying decisions for certain commodities, which could negatively impact specific customers;

however, overall demand in retail and foodservice has grown recently, according to market data.

Inflation overall has progressed toward more normal levels;

however, tariff and other trade policies have continued to cause overall uncertainty and aggravated inflation in certain sectors, particularly in North America.

• Occupancy and Throughput .

Coming out of the global pandemic, we experienced higher physical occupancy levels through the first half of 2023, particularly in North America, significantly driven by customers increasing production and inventories in response to supply chain backlogs in recent years.

Beginning in the second half of 2023, customers began rationalizing inventory levels in response to continued higher interest rates and inflation, which is driving changes in customer demand.

As our customers adjust to these new demand levels, we have seen lower throughput volume across our network.

Over the long-term, we believe that end-consumer demand will remain consistent with historic levels.

Beginning in the second half of 2023, we believe customers began rationalizing inventory levels in response to factors such as continued higher interest rates and inflation.

This rationalization has driven changes in customer demand for our warehouse space and services.

As our customers continue to adjust to these new demand levels and rationalize inventory, we have seen lower occupancy and throughput volume across our network but a return to more normal seasonal inventory patterns.

Occupancy, throughput, and related ancillary services are also impacted by import and export activity, and we have seen notable impacts due to tariffs and trade policies.

As trade agreements were reached, we saw stabilization in our customers’ business, and end-consumer demand became consistent with historic levels.

Additionally, in recent years, new supply of temperature-controlled warehousing capacity has come online, which continues to impact occupancy and throughput in certain markets with excess capacity, although new supply coming online is expected to decline from recent levels in 2026.

To optimize our global warehousing network and maximize NOI, we review our operations to determine whether it is beneficial to reposition or temporarily idle existing warehouses or consolidate existing operations.

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• Power Costs .

Following increased power costs in prior years, particularly in our European operations, our power costs in 2023 and 2024 have stabilized.

Following increased power costs in prior years, particularly in our European operations, our power costs have stabilized.

We have generally been able to pass increased power costs through to our customers, mitigating the impact of such cost increases on our operating results.

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We evaluate the performance of our business segments based on their net operating income relative to our overall results of operations.

We use the term “segment net operating income” or “segment NOI” to mean a segment’s revenues less its cost of operations (excluding any depreciation and amortization, impairment charges, general and administrative expenses, stock-based compensation expense, restructuring and impairment expense, gains and losses on sale of assets, and acquisition, transaction, and other expenses).

We use the term “segment net operating income” or “segment NOI” to mean a segment’s revenues less its cost of operations (excluding any depreciation and amortization, general and administrative expense, stock-based compensation expense and related employer-paid payroll taxes from grants under our equity incentive plans, restructuring and impairment expense, gain and loss on sale of assets, and acquisition, transaction, and other expense).

We use segment NOI to evaluate our segments for purposes of making operating decisions and assessing performance in accordance with Accounting Standards Codification (“ASC”) 280, Segment Reporting .

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Acquired properties will be included in the “same warehouse” population if owned or leased by us as of the first business day of the prior calendar year and still owned by us as of the end of the current reporting period, unless the property is under development.

The “same warehouse” pool can also be adjusted during the year to remove properties that were sold or entering development subsequent to the beginning of the current calendar year.

The “same warehouse” pool can also be adjusted during the year to remove properties that were sold, entering development, or in operational transition subsequent to the beginning of the current calendar year.

As such, the “same warehouse” population for the period ended December 31, 2025 includes all properties that we owned as of January 1, 2024 which had both been owned and had reached “normalized operations” by January 1, 2024.

We calculate “same warehouse NOI” as revenues for the same warehouse population less its cost of operations (excluding any depreciation and amortization, general and administrative expenses, stock-based compensation expense, restructuring and impairment expense, gains and losses on sale of assets, and acquisition, transaction, and other expense).

We evaluate the performance of the warehouses we own, lease, or manage using a “same warehouse” analysis, and we believe that same warehouse NOI is helpful to investors as a supplemental performance measure because it includes the operating performance from

the population of properties that is consistent from period to period, thereby eliminating the effects of changes in the composition of our warehouse portfolio on performance measures.

We calculate “same warehouse NOI” as revenues for the same warehouse population less its cost of operations (excluding any depreciation and amortization, general and administrative expense, stock-based compensation expense and related employer-paid payroll taxes from grants under our equity incentive plans, restructuring and impairment expense, gain and loss on sale of assets, and acquisition, transaction, and other expense).

measure because it includes the operating performance from the population of properties that is consistent from period to period, thereby eliminating the effects of changes in the composition of our warehouse portfolio on performance measures.

The following table shows the composition of our warehouse portfolio as of December 31, 2025.

Total warehouses (1)

Same warehouse facilities

Non-same warehouse facilities

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Same warehouse

Non-same warehouse

(1) Excludes 19 warehouses in our global integrated solutions segment as of December 31, 2025.

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The following discussion represents our analysis of results of operations for the year ended December 31, 2025 as compared to the year ended December 31, 2024.

For a detailed discussion of our results of operations for the year ended December 31, 2023 as compared to the year ended December 31, 2022, refer to the section Management’s Discussion and Analysis of Financial Condition and Results of Operations in our prospectus dated July 24, 2024, filed with the SEC pursuant to Rule 424(b) under the Securities Act on July 26, 2024 in connection with our IPO.

For a detailed discussion of our results of operations for the year ended December 31, 2024 as compared to the year ended December 31, 2023, refer to the section Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2024 Annual Report on Form 10-K.

Comparison of Results for the Years Ended December 31, 2025 and 2024

Global Warehousing Segment

The following table presents the operating results of our warehouse segment for the year ended December 31, 2024 and 2023.

The following table presents the operating results of our global warehousing segment for the years ended December 31, 2025 and 2024.

Year Ended December 31,

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$ 31.92 $ 32.17 (0.8) %

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(1) Excludes $1 million of stock-based compensation expense for the year ended December 31, 2024.

(2) Includes real estate rent expense (operating leases) of $99 million and $96 million for the year ended December 31, 2024 and 2023, respectively, and non-real estate rent expense (equipment lease and rentals) of $18 million and $21 million for the years ended December 31, 2024 and 2023, respectively.

(3) Warehouse storage and warehouse services metrics exclude managed sites.

(1) Labor cost of operations excludes $9 million and $1 million of stock-based compensation expense and related employer-paid payroll taxes for the year ended December 31, 2025 and 2024, respectively.

(2) Includes real estate rent expense (operating leases) of $93 million and $99 million for the year ended December 31, 2025 and 2024, respectively, and non-real estate rent expense (equipment lease and rentals) of $19 million and $18 million for the year ended December 31, 2025 and 2024, respectively.

(3) Warehouse storage and warehouse services metrics exclude facilities owned or leased by the customer for which we manage the warehouse operations on their behalf (“managed sites”).

Global warehousing segment revenues were $3,950 million for the year ended December 31, 2025, an increase of $63 million, or 1.6%, compared to $3,887 million for the year ended December 31, 2024.

The net increase was primarily driven by a $76 million net increase in our non-same warehouse pool, partially offset by a $46 million decrease in our same warehouse pool, further discussed below.

The foreign currency translation of revenues earned by our foreign operations had a $2 million unfavorable impact compared to the year ended December 31, 2023.

The net increase was primarily driven by a $148 million net increase in our non-same warehouse pool, partially offset by an $85 million decrease in our same warehouse pool, further discussed below.

The foreign currency translation of revenues earned by our foreign operations had a $15 million favorable impact compared to the year ended December 31, 2024.

Global warehousing segment cost of operations was $2,466 million for the year ended December 31, 2025, an increase of $113 million, or 4.8%, compared to $2,353 million for the year ended December 31, 2024.

The net increase included a $42 million net increase in our non-same warehouse pool, partially offset by a $38 million decrease in our same warehouse pool, further discussed below.

The foreign currency translation of cost of operations from our foreign o perations had less than $1 million favorable impact compared to the year ended December 31, 2023 .

Global warehousing segment NOI was $1,534 million for the year ended December 31, 2024, an increase of $26 million, or 1.7%, compared to $1,508 million for the year ended December 31, 2023 .

The net increase included a net increase of $34 million in our non-same warehouse pool, partially offset by a decrease of $8 million in our same warehouse pool, further discussed below.

A $114 million net increase in our non-same warehouse pool, was partially offset by a $1 million decrease in our same warehouse pool, further discussed below.

The foreign currency translation of cost of operations from our foreign operations had a $10 million unfavorable impact compared to the year ended December 31, 2024.

Global warehousing segment NOI was $1,484 million for the year ended December 31, 2025, a decrease of $50 million, or 3.3%, compared to $1,534 million for the year ended December 31, 2024.

The net decrease included a decrease of $84 million in our same warehouse pool, partially offset by a net increase of $34 million in our non-same warehouse pool.

The foreign currency translation from our foreign operations had a $5 million net favorable impact compared to the year ended December 31, 2024.

Same Warehouse Results

The following table presents revenues, cost of operations, same warehouse NOI, and margins for our same warehouses for the years ended December 31, 2025 and 2024.

Year Ended December 31,

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Warehouse storage

$ 1,860 $ 1,899 (2.1) %

Warehouse services

1,679 1,725 (2.7) %

Total same warehouse revenues

Power 177 177 — %

3,539 3,624 (2.3) %

Labor 1,329 1,328 0.1 %

192 191 0.5 %

Other warehouse costs

654 657 (0.5) %

Total same warehouse cost of operations

2,175 2,176 — %

Same warehouse NOI

Total same warehouse margin 40.0 % 39.7 % 30 bps

$ 1,364 $ 1,448 (5.8) %

Total same warehouse margin

38.5 % 40.0 % (150) bps

Number of same warehouse sites (1)

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Average occupied economic pallets (in thousands)

Economic occupancy percentage 84.7 % 87.5 % (280) bps

7,429 7,589 (2.1) %

Economic occupancy percentage

82.7 % 84.0 % (130) bps

Storage revenue per economic occupied pallet

$ 250.25 $ 250.32 — %

Physical occupancy

Average physical occupied pallets (in thousands)

6,873 7,019 (2.1) %

Average physical pallet positions (in thousands)

Physical occupancy percentage 78.4 % 81.3 % (290) bps

8,980 9,037 (0.6) %

Physical occupancy percentage

76.5 % 77.7 % (120) bps

Storage revenue per physical occupied pallet

$ 270.52 $ 270.68 (0.1) %

Warehouse services (1)

Throughput pallets (in thousands)

47,875 49,016 (2.3) %

Warehouse services revenue per throughput pallet

$ 31.79 $ 32.07 (0.9) %

(1) Refer to our “Same Warehouse Analysis,” which describes the composition of our same warehouse pool.

(2) Warehouse storage and warehouse services metrics exclude managed sites.

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Economic occupancy decreased by 130 basis points, as our customers rationalized inventory and production levels during continued economic pressures.

Same warehouse storage revenues per economic occupied pallet increased 0.1% compared to the prior year, primarily driven by favorable rates and other changes in our business profile in response to changing customer needs.

Same warehouse services revenues increased $10 million or 0.6% compared to the year ended December 31, 2023, primarily driven by favorable rates and other changes in our business profile in response to changing customer needs, partially offset by lower throughput volumes.

Same warehouse services revenue per throughput pallet increased 1.8% compared to the prior year.

Same warehouse storage revenues per economic occupied pallet was flat compared to the prior year.

Same warehouse services revenues decreased $46 million, or 2.7%, compared to the year ended December 31, 2024, primarily driven by lower throughput volumes, lower rates, and other changes in our business profile in response to changing customer needs.

Same warehouse services revenue per throughput pallet decreased 0.9% compared to the prior year.

Throughput pallets at our same warehouses decreased 2.3% compared to the year ended December 31, 2024, primarily driven by customer rationalization of inventory and production levels as discussed above.

Same warehouse cost of operations decreased $38 million or 1.9% compared to the year ended December 31, 2023, primarily driven by lower labor and other warehouse costs including supplies and maintenance resulting from decreases in occupancy and throughput volumes discussed above.

Same warehouse cost of operations decreased $1 million, or less than 0.1%, compared to the year ended December 31, 2024, resulting from decreases in occupancy and throughput volumes discussed above.

Non-Same Warehouse Results

The following table presents revenues, cost of operations, non-same warehouse NOI, and margins for our non-same warehouses for the years ended December 31, 2025 and 2024.

Year Ended December 31,

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Other warehouse costs

121 107 13.1 %

Total non-same warehouse cost of operations

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$ 32.83 $ 33.62 (2.3) %

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(1) Refer to our “Same Warehouse Analysis,” which describes the composition of our non-same warehouse pool.

(2) Warehouse storage and warehouse services metrics exclude managed sites.

Non-same warehouse revenues increased $76 million or 16.3% compared to the year ended December 31, 2023, including approximately $58 million from acquisitions and $55 million from recently completed greenfield and expansion projects, partially offset by a $37 million decrease from other non-same warehouse sites including closed facilities.

Non-same warehouse cost of operations increased $42 million or 13.8% compared to the year ended December 31, 2023, including approximately $38 million from acquisitions and $25 million from recently completed greenfield and expansion projects, partially offset by a $21 million decrease from other non-same warehouse sites including closed facilities.

Non-same warehouse revenues increased $148 million, or 56.3%, compared to the year ended December 31, 2024, including approximately $154 million from acquisitions and $30 million from recently completed greenfield and expansion projects, partially offset by a $37 million net decrease from other non-same warehouse sites.

Non-same warehouse cost of operations increased $114 million, or 64.4%, compared to the year ended December 31, 2024, including approximately $112 million from acquisitions and $14 million from recently completed greenfield and expansion projects, partially offset by a $12 million net decrease from other non-same warehouse sites.

Global Integrated Solutions Segment

The following table presents the operating results of our global integrated solutions segment for the year ended December 31, 2024 and 2023.

The following table presents the operating results of our global integrated solutions segment for the years ended December 31, 2025 and 2024.

Year Ended December 31,

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17.9 % 15.9 % 200 bps

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(1) Excludes $2 million of stock-based compensation expense for the year ended December 31, 2024.

(1) Cost of operations excludes $5 million and $2 million of stock-based compensation expense and related employer-paid payroll taxes for the year ended December 31, 2025 and 2024 , respectively.

Global integrated solutions segment revenues were $1,405 million for the year ended December 31, 2025, a decrease of $48 million, or 3.3%, compared to $1,453 million for the year ended December 31, 2024.

The decrease was due to lower volumes and the sale of a European subsidiary which occurred in September 2023, offset by increases from acquisitions.

The decrease was primarily due to the divestiture of the Spain Transportation business which occurred in August 2025 and lower transportation volumes, partially offset by higher foodservice and direct-to-consumer volumes.

In addition, the foreign currency translation of revenues earned by our foreign operations had a $12 million favorable impact compared to the year ended December 31, 2024.

Global integrated solutions segment cost of operations was $1,154 million for the year ended December 31, 2025, a decrease of $68 million, or 5.6%, compared to $1,222 million for the year ended December 31, 2024.

The decrease was due to lower volumes, cost controls, and the above-mentioned sale of a European subsidiary, offset by increases from the above-mentioned acquisitions.

The foreign currency translation of cost of operations from our foreign operations had a $6 million unfavorable impact compared to the year ended December 31, 2023.

Global integrated solutions segment NOI was $231 million for the year ended December 31, 2024, a decrease of $13 million, or 5.3%, compared to $244 million for the year ended December 31, 2023.

Foreign currency translation had a $1 million favorable net impact compared to year ended December 31, 2023.

The decrease was primarily due to the above-mentioned sale of the Spain Transportation business, lower transportation volumes, and cost control measures.

The foreign currency translation of cost of operations from our foreign operations had an $11 million unfavorable impact compared to the year ended December 31, 2024.

Global integrated solutions segment NOI was $251 million for the year ended December 31, 2025, an increase of $20 million, or 8.7%, compared to $231 million for the year ended December 31, 2024.

Foreign currency translation had a net favorable impact of $1 million compared to year ended December 31, 2024.

Other Consolidated Operating Expenses

Year Ended December 31, Change

Year Ended December 31,

2025 2024 Change

(in millions)

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$ 67 $ 651 (89.7) %

Goodwill impairment $ 48 $ — n.m.

Restructuring, impairment, and (gain) loss on disposals

$ 57 $ 32 78.1 %

$ (44) $ 57 n.m.

Depreciation and amortization expense .

Depreciation and amortization expense was $895 million for the year ended December 31, 2025, an increase of $19 million, or 2.2%, compared to $876 million for the year ended December 31, 2024.

The increase was primarily due to information technology investments, greenfield and expansion projects, and acquisitions.

The increase was primarily related to acquisitions, greenfield and expansion projects.

General and administrative expense .

General and administrative expenses were $574 million for the year ended December 31, 2025, an increase of $35 million, or 6.5%, compared to $539 million for the year ended December 31, 2024.

The increase was primarily due to higher stock-based compensation expense driven by the restructuring of our equity compensation plans in conjunction with becoming a public company, partially offset by decreases in discretionary spending.

We expect our general and administrative expenses to stabilize over time and generate operating leverage.

For the year ended December 31, 2024 and 2023, general and administrative expenses were 10.1% and 9.4% of total revenues, respectively.

The increase was primarily due to $28 million of additional stock-based compensation expense driven by the restructuring of our equity compensation plans in conjunction with becoming a public company.

During the third and fourth quarters of 2025, the Company reversed $22 million of previously recognized stock-based compensation expense due to decreased likelihood of achieving certain performance conditions of performance-based LTIP and RSU awards granted in 2024 (see Note 18, Stock-based compensation to

the consolidated financial statements included in this Annual Report for details).

For the year ended December 31, 2025 and 2024, general and administrative expenses were 10.7% and 10.1% of total revenues, respectively, with the increase primarily driven by the stock-based compensation expense mentioned above.

Acquisition, transaction, and other expense .

Acquisition, transaction, and other expenses were $651 million for the year ended December 31, 2024, an increase of $591 million compared to $60 million for the year ended December 31, 2023.

The increase was primarily due to costs associated with our IPO, including internalization costs, stock-based compensation expense related to one-time awards associated with the IPO, and fair value adjustments related to put options issued in connection with the IPO.

The increase in IPO-related costs was partially offset by a decrease in acquisition-related costs.

Acquisition, transaction, and other expenses were $67 million for the year ended December 31, 2025, a decrease of $584 million compared to $651 million for the year ended December 31, 2024.

The decrease was primarily due to costs associated with our IPO, including internalization costs and stock-based compensation expense related to one-time awards associated with the IPO.

During both years ended December 31, 2025 and 2024, the Company also recorded fair value adjustments of $31 million related to Put Options issued in connection with the IPO.

All of the Put Options were exercised and settled as of December 31, 2025.

For further detail on costs associated with our IPO and stock-based compensation, see Note 2, Capital structure and noncontrolling interests and Note 18, Stock-based compensation to the consolidated financial statements included in this Annual Report.

Goodwill impairment.

Due to the sale of Spain Transportation (see Note 4, Business combinations, asset acquisitions, and divestitures ) during the third quarter of 2025, and separately, in connection with the annual goodwill impairment test performed as of October 1, 2025, after considering an increase in the risk free interest rate and overall market decline, the Company performed quantitative impairment assessments.

The Company determined that the impacted reporting units more likely than not had fair values below their carrying values.

As a result, the Company recorded goodwill impairments of $28 million in the third quarter of 2025 and $20 million in the fourth quarter of 2025.

No impairment was identified or recognized for the year ended December 31, 2024.

For further detail, see Note 6, Goodwill and other intangible assets, net to the consolidated financial statements included in this Annual Report.

Restructuring, impairment, and (gain) loss on disposals .

Restructuring, impairment, and (gain) loss on disposals were a net expense of $57 million for the year ended December 31, 2024, an increase of $25 million compared to a net expense of $32 million for the year ended December 31, 2023.

The net increase was primarily related to higher impairment losses on intangible and real estate assets, higher net losses on other fixed asset disposals, and higher severance costs.

The increase in impairment of intangible assets included a loss of $63 million on customer relationships assets during the fourth quarter of 2024 and a loss of $7 million on a trade name during the fourth quarter of 2023.

Restructuring, impairment, and (gain) loss on disposals were net gain of $44 million for the year ended December 31, 2025, as compared to net loss of $57 million for the year ended December 31, 2024.

The change primarily related to impairments of intangible assets and gains or losses on the sale of assets.

In addition, both years included net gains associated with a fire that occurred in April 2024 at the Company’s warehouse in Kennewick, Washington, further discussed below.

During the fourth quarter of 2024, the Company recorded an impairment loss of $63 million on customer relationships assets .

Immaterial impairment losses were recorded on other intangible assets during the year ended December 31, 2025 .

For further detail on our intangible assets, see Note 6, Goodwill and other intangible assets, net in our consolidated financial statements included in this Annual Report.

In addition, the year ended December 31, 2024 included a net gain of $51 million related to a fire which occurred at the Company’s warehouse in Kennewick, Washington.

The net gain consisted of insurance reimbursement of $105 million, offset by $29 million of clean-up costs and the loss of carrying value of the impaired assets of $25 million (see Note 20, Commitments and contingencies in our consolidated financial statements included in this Annual Report for details).

The year ended December 31, 2025 included a net gain of $23 million related to the sale of real estate assets, primarily related to the December 2025 sale of a building and certain related assets in the U.S., on which the Company recognized a gain of $27 million.

The year ended December 31, 2024 included a net loss of $10 million on the sale of real estate assets.

In addition, the year ended December 31, 2025 included a net gain of $53 million related to the Kennewick, Washington fire, primarily from $54 million of insurance reimbursement.

The year ended December 31, 2024 included a net gain of $51 million related to the fire, consisting of an insurance reimbursement of $105 million, partially offset by $25 million loss of carrying value of the impaired assets and $29 million of clean-up costs (see Note 20, Commitments and contingencies in our consolidated financial statements included in this Annual Report for details).

Other Income (Expense)

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Interest expense, net $ (268) $ (430) (37.7) %

Gain (loss) on extinguishment of debt $ (17) $ — n.m.

Gain (loss) on extinguishment of debt $ (3) $ (17) (82.4) %

Gain (loss) on foreign currency transactions, net $ 28 $ (25) n.m.

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Interest (expense), net.

We reported a net interest expense of $430 million for the year ended December 31, 2024, a decrease of $60 million, or 12.2%, compared to $490 million for the year ended December 31, 2023.

The average effective interest rate of our outstanding debt was 6.1% for the year ended December 31, 2024, an increase from 5.9% for the year ended December 31, 2023, due to higher interest expense prior to substantial debt repayments with IPO proceeds.

When taking into account income (expense) generated from hedging instruments, the average effective interest rate of our outstanding debt was 4.8% for the year ended December 31, 2024, an increase from 4.6% for the year ended December 31, 2023.

We reported net interest expense of $268 million for the year ended December 31, 2025, a decrease of $162 million, or 37.7%, compared to $430 million for the year ended December 31, 2024.

The average effective interest rate of our outstanding debt was 4.3% for the year ended December 31, 2025, a decrease from 6.1% for the year ended December 31, 2024, due to lower average borrowings after substantial debt repayments with IPO proceeds during the year ended December 31, 2024.

As a result of this repayment, the notional value of our hedging instruments represents a larger proportion of our overall borrowings.

When taking into account income (expense) generated from hedging instruments, the average effective interest rate of our outstanding debt was 3.0% for the year ended December 31, 2025, a decrease from 4.8% for the year ended December 31, 2024.

For additional information regarding our net interest expense, see Note 12, Interest expense in our consolidated financial statements included in this Annual Report.

Gain (loss) on extinguishment of debt.

Gain (loss) on debt extinguishment was a loss of $17 million for the year ended December 31, 2024, as the result of various debt refinancing arrangements.

There was no gain (loss) on debt extinguishment recognized for the year ended December 31, 2023.

We recognized a loss on debt extinguishment of $3 million during the year ended December 31, 2025, as a result of repaying debt relating to the Spain Transportation business.

We recognized a loss on debt extinguishment of $17 million for the year ended December 31, 2024, as the result of various debt refinancing agreements.

For additional information regarding our debt, see Note 10, Debt in our consolidated financial statements included in this Annual Report.

Gain (loss) on foreign currency transactions, net.

We reported a net foreign currency exchange loss of $25 million for the year ended December 31, 2024 compared to a net gain of $4 million for the year ended December 31, 2023.

The increase in foreign currency exchange loss was due to unfavorable foreign currency exchange rates against the U.S.

We reported a net foreign currency exchange gain of $28 million for the year ended December 31, 2025 compared to a net loss of $25 million for the year ended December 31, 2024.

The increase in foreign currency exchange gain was due to changes in foreign currency exchange rates against the U.S.

dollar, with the largest impacts driven by the euro.

Equity income (loss), net of tax.

We reported a net loss from equity method investments of $6 million for the year ended December 31, 2024, as compared to $3 million net loss for the year ended December 31, 2023.

The increase in net loss was primarily related to our investment in Emergent Cold LatAm Holdings, LLC.

Other nonoperating income (expense).

We reported $1 million of other nonoperating income for the year ended December 31, 2024, compared to net expenses of $19 million for the year ended December 31, 2023.

During the year ended December 31, 2023, the Company recognized a net loss of $21 million on the sale of Erweda BV, a European subsidiary.

For additional information regarding the divestiture, see Note 4, Business combinations, asset acquisitions, and divestitures in our consolidated financial statements included in this Annual Report.

We reported $3 million of net loss from equity method investments for the year ended December 31, 2025, compared to a net loss of $6 million for the year ended December 31, 2024.

The net loss in both periods was primarily related to our investment in Emergent Cold LatAm Holdings, LLC.

Other nonoperating income (expense), net.

We reported $50 million of other nonoperating expense for the year ended December 31, 2025, compared to net expense of $1 million for the year ended December 31, 2024.

During the year ended December 31, 2025, we recognized a loss of $55 million on the sale of Lineage Spain Transportation, a European subsidiary.

For additional information regarding the divestiture, see Note 4, Business combinations, asset acquisitions, and divestitures in our the consolidated financial statements included in this Annual Report.

Income Tax Expense (Benefit)

Income tax benefit for the year ended December 31, 2024 was $89 million, which represented an increase of $75 million from the income tax benefit of $14 million for the year ended December 31, 2023.

Income tax benefit for the year ended December 31, 2025 was $2 million, a decrease of $87 million from an income tax benefit of $89 million for the year ended December 31, 2024.

The tax benefit in 2025 was principally created by the tax-effect of pre-tax earnings in various jurisdictions, nondeductible expenses including stock-based compensation and interest expense, and financial statement losses for which no tax benefit was recognized.

The tax benefit in 2024 was principally created by the tax-effect of pre-tax earnings in various jurisdictions and changes to valuation allowance on deferred tax assets, reduced by tax adjustments related to REIT activity.

The tax benefit in 2023 was principally created by the tax-effect of pre-tax earnings and losses in various jurisdictions, tax adjustments related to REIT activity, and changes to uncertain tax positions.

Our income taxes are discussed in more detail in Note 9, Income taxes to the consolidated financial statements included in this Annual Report.

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We also use same warehouse and non-same warehouse metrics described above.

We calculate total segment NOI (or “NOI”) as our total revenues less our cost of operations (excluding any depreciation and amortization, general and administrative expense, stock-based compensation expense, restructuring and impairment expense, gain and loss on sale of assets, and acquisition, transaction, and other expense.

We calculate total segment NOI (or “NOI”) as our total revenues less our cost of operations (excluding any depreciation and amortization, general and administrative expense, stock-based compensation expense and related employer-paid payroll taxes from grants under our equity incentive plans, restructuring and impairment expense, gain and loss on sale of assets, and acquisition, transaction, and other expense).

We use segment NOI to evaluate our segments for purposes of making operating decisions and assessing performance in accordance with ASC 280, Segment Reporting .

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Net income (loss) $ (113) $ (751) $ (96)

Stock-based compensation expense in cost of operations 3 — —

Stock-based compensation expense and related employer-paid payroll taxes in cost of operations 14 3 —

General and administrative expense 574 539 502

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Acquisition, transaction, and other expense 67 651 60

Goodwill impairment 48 — —

Restructuring, impairment, and (gain) loss on disposals (44) 57 32

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$ 1,735 $ 1,765 $ 1,752

We calculate EBITDA for Real Estate, or “EBITDAre”, in accordance with the standards established by the Board of Governors of the National Association of Real Estate Investment Trusts, or “NAREIT”, defined as earnings before interest income or expense, taxes, depreciation and amortization, net loss or gain on sale of real estate, net of withholding taxes, impairment write-downs on real estate property, and adjustments to reflect our share of EBITDAre for partially owned entities.

We calculate EBITDA as net income or loss determined in accordance with GAAP, excluding depreciation and amortization expense, interest expense, net, and income tax expense or benefit.

We also calculate EBITDA for Real Estate, or “EBITDAre”, in accordance with the standards established by the Board of Governors of the National Association of Real Estate Investment Trusts, or “NAREIT”, as EBITDA further adjusted for net loss or gain on sale of real estate assets, net of withholding taxes, impairment of real estate assets, and adjustments to reflect our share of EBITDAre for partially owned entities.

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

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

We also calculate our Adjusted EBITDA as EBITDAre further adjusted for the effects of gain or loss on the sale of non-real estate assets, gain or loss on the destruction of property (net of insurance proceeds), other nonoperating income or expense, acquisition, restructuring, and other expense, foreign currency exchange gain or loss, stock-based compensation expense, loss or gain on debt extinguishment and modification, impairment of investments in non-real estate, technology transformation, and reduction in EBITDAre from partially owned entities.

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

In addition, we calculate our Adjusted EBITDA as EBITDAre further adjusted for the effects of gain or loss on the sale of non-real estate assets, gain or loss on the destruction of property (net of insurance proceeds), other nonoperating income or expense, acquisition, restructuring, and other expense, foreign currency exchange gain or loss, stock-based compensation expense and related employer-paid payroll taxes from grants under our equity incentive plans, loss or gain on debt extinguishment and modification, impairments of goodwill and other non-real estate assets including intangible assets, technology transformation, and reduction in EBITDAre from partially owned entities.

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

EBITDAre and Adjusted EBITDA are not measurements of financial performance under GAAP, and our EBITDAre and Adjusted EBITDA may not be comparable to similarly titled measures of other companies.

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(2) (89) (14)

$ 1,048 $ 466 $ 1,140

Net loss (gain) on sale of real estate assets

Impairment write-downs on real estate property

Impairment of real estate assets

Allocation of EBITDAre of noncontrolling interests

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(Gain) loss on property destruction (53) (51) —

Interest expense and tax expense from unconsolidated JVs

Depreciation and amortization expense from unconsolidated JVs

(Gain) loss on foreign currency exchange transactions, net

Stock-based compensation expense

(Gain) loss on foreign currency transactions, net

Stock-based compensation expense and related employer-paid payroll taxes

(Gain) loss on extinguishment of debt

Impairment of intangible assets

Goodwill impairment 48 — —

Impairment of other intangible assets

Impairment of other non-real estate assets 2 — —

Allocation related to unconsolidated JVs

Allocation adjustments of noncontrolling interests

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

We calculate core funds from operations, or Core FFO, as FFO adjusted for the effects of gain or loss on the sale of non-real estate assets, gain or loss on the destruction of property (net of insurance proceeds), finance lease ROU asset amortization real estate, non-real estate impairments, acquisition, restructuring and other, other nonoperating income or expense, loss on debt extinguishment and modifications and the effects of gain or loss on foreign currency exchange.

We calculate core funds from operations, or Core FFO, as FFO adjusted for the effects of gain or loss on the sale of non-real estate assets, gain or loss on the destruction of property (net of insurance proceeds), finance lease ROU asset amortization real estate, impairments of goodwill and other non-real estate assets including intangible assets, acquisition, restructuring and other, other nonoperating income or expense, loss on debt extinguishment and modifications and the effects of gain or loss on foreign currency exchange.

We also adjust for the impact attributable to non-real estate impairments on unconsolidated joint ventures and natural disaster.

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

We calculate adjusted funds from operations, or Adjusted FFO, as Core FFO adjusted for the effects of amortization of deferred financing costs, amortization of debt discount/premium amortization of above or below market leases, straight-line net operating rent, provision or benefit from deferred income taxes, stock-based compensation expense from grants under our equity incentive plans, non-real estate depreciation and amortization, non-real estate finance lease ROU asset amortization, and recurring maintenance capital expenditures.

We calculate adjusted funds from operations, or Adjusted FFO, as Core FFO adjusted for the effects of amortization of deferred financing costs, amortization of debt discount/premium amortization of above or below market leases, straight-line net operating rent, provision or benefit from deferred income taxes, stock-based compensation expense and related employer-paid payroll taxes from grants under our equity incentive plans, non-real estate depreciation and amortization, non-real estate finance lease ROU asset amortization, and recurring maintenance capital expenditures.

We also adjust for Adjusted FFO attributable to our share of reconciling items of partially owned entities.

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Net loss (gain) on sale of real estate assets

Impairment write-downs on real estate property

Impairment of real estate assets

Real estate depreciation, (gain) loss on sale of real estate and real estate impairments on unconsolidated JVs

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

Finance lease ROU asset amortization - real estate related

Impairment of intangible assets

Finance lease ROU asset amortization - real estate

Goodwill impairment

Impairment of other intangible assets

Impairment of other non-real estate assets 2 — —

Other nonoperating (income) expense, net

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Finance lease ROU asset amortization - non-real estate

Amortization of deferred financing costs

Amortization of debt discount / premium

Amortization of deferred financing costs, discount, and above/below market debt

Deferred income taxes expense (benefit)

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Amortization of above / below market leases (1) (1) —

Stock-based compensation expense

Stock-based compensation expense and related employer-paid payroll taxes

Recurring maintenance capital expenditures

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• cash flows from operations;

• proceeds from the disposition of properties or other investments;

• our credit facilities;

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• development and acquisition activities;

• capital contributions;

• debt service obligations;

• stockholder distributions.

The net proceeds to us from the IPO were $4,873 million.

As of December 31, 2025, we expect that our funding sources as noted above will be adequate to meet our short-term liquidity requirements and capital commitments for the next twelve months.

On February 15, 2024, we closed on our $2,400 million Delayed Draw Term Loan, the proceeds from which we used to repay our CMBS 4 loan on April 9, 2024, prior to maturity.

During the third quarter, we used a portion of the net proceeds from our IPO to repay the Delayed Draw Term Loan, our CMBS 5 loan, and a portion of our outstanding borrowings under the Revolving Credit Facility, investing the remaining cash into money market funds.

For more information regarding these debt facilities refer to Note 10, Debt in the consolidated financial statements included in this Annual Report.

For more information regarding our debt facilities, refer to Note 10, Debt in the consolidated financial statements included in this Annual Report.

We expect to utilize the same sources of capital we will rely on to meet our short-term liquidity requirements to also meet our long-term liquidity requirements, which include funding our operating activities, our debt service obligations and stockholder distributions, and our future development and acquisition activities.

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In addition, we may be required to use borrowings under our Revolving Credit Facility, if necessary, to meet REIT distribution requirements and maintain our REIT status.

The board of directors of the Company declared a prorated quarterly cash dividend of $0.38 per share of common stock for the third quarter of 2024.

The dividend was payable to shareholders of record as of September 30, 2024 and was paid on October 21, 2024.

The dividend is prorated for the period commencing on July 26, 2024, the date the Company’s initial public offering was consummated, and ending on September 30, 2024.

The board of directors of the Company also declared a quarterly cash dividend of $0.5275 per share of common stock for the fourth quarter of 2024.

The dividend was payable to shareholders of record as of December 31, 2024 and was paid on January 21, 2025.

Since the IPO, the board of directors of the Company has declared a regular quarterly cash dividend, which was prorated for the inaugural period of the third quarter of 2024 at $0.38 per share of common stock.

The dividend declared every quarter since then has been $0.5275 per share of common stock.

Each dividend is payable to shareholders of record as of the last day of the respective quarter and is paid in the subsequent month.

Outstanding Indebtedness

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For further information regarding outstanding indebtedness, please see Note 10, Debt in the consolidated financial statements included in this Annual Report.

Senior Unsecured Notes

The following table provides details of outstanding Senior Unsecured Notes (balances in millions):

Aggregate Principal Amount at

Maturity Date

Series A Senior Notes

$300 300 August 20, 2026 2.22 % $ 300

Series B Senior Notes

$375 375 August 20, 2028 2.52 % 375

Series C Senior Notes

€128 137 August 20, 2026 0.89 % 133

Series D Senior Notes

€251 269 August 20, 2031 1.26 % 262

Series E Senior Notes

£145 183 August 20, 2026 1.98 % 182

Series F Senior Notes

£130 164 August 20, 2028 2.13 % 163

Series G Senior Notes

€80 86 August 20, 2027 3.33 % 83

Series H Senior Notes

€110 118 August 20, 2029 3.54 % 115

Series I Senior Notes

€50 54 August 20, 2032 3.74 % 52

Total Senior Unsecured Notes

__________________

(1) Interest on our Senior Unsecured Notes is payable semi-annually in arrears.

The Senior Unsecured Notes are the joint and several obligations of Lineage Inc., Lineage OP, LP, Lineage Logistics Holdings, LLC, Lineage Logistics, LLC, certain U.S.

subsidiaries that guarantee or otherwise becomes liable, as a borrower or a co-borrower or otherwise, under any of our material debt facilities and, in the case of Senior Unsecured Notes denominated in currencies other than the U.S.

dollar, Lineage Treasury Europe B.V.

and certain non-U.S.

subsidiaries that guarantee or otherwise becomes liable, as a borrower or a co-borrower or otherwise, under any of our material debt facilities.

The Senior Unsecured Notes rank pari passu with our other senior unsecured indebtedness, including the Revolving Credit Facility and Term Loan A, and are subordinated to any of the obligors’ existing and future secured debt.

We may prepay the Senior Unsecured Notes in full or in part, at any time, subject to notice requirements and minimum principal amount requirements, at 100% of the principal amount so prepaid, and the make-whole amount determined for the prepayment date with respect to such principal amount, and accrued interest to the date of prepayment.

In the event of certain changes in tax law, Lineage Logistics, LLC or Lineage Treasury Europe B.V.

may prepay the Senior Unsecured Notes at 100% of the principal amount so prepaid, and a modified make-whole amount and accrued interest to the date of prepayment.

Upon a change of control or becoming subject to sanctions, Lineage Logistics, LLC must offer to prepay the entire unpaid principal amount of the Senior Unsecured Notes and accrued interest to the date of prepayment.

The note purchase agreements governing the Senior Unsecured Notes contain covenants that, among other things, limit our ability to incur additional debt, create liens against our assets, make acquisitions, pay dividends or distributions on our stock, repurchase our stock, merge or consolidate with another entity, transfer or sell assets, enter into transactions with affiliates, change our line of business, enter into negative pledges, and conduct activities that would result in us being subject to sanctions or violating sanctions.

The note purchase agreements also require us to maintain a total leverage ratio, unsecured leverage ratio, secured leverage ratio, and fixed charge coverage ratio each quarter at the same levels as those set forth in the Revolving Credit and Term Loan Agreement.

As of December 31, 2024, we were in compliance with our covenants under the note purchase agreements.

The note purchase agreements governing the Senior Unsecured Notes also contain customary events of default, including defaults in the payment of principal, interest or fees, defaults in compliance with the covenants set forth in the note purchase agreements, cross-defaults to certain other indebtedness, and bankruptcy and other insolvency defaults.

Offering of New Senior Unsecured Notes

On June 17, 2025, Lineage OP, LP (the “operating partnership” or “OP” issued $500 million aggregate principal amount of 5.25% senior notes due July 15, 2030 (the “5.25% Notes”).

Interest on the notes is payable semi-annually on January 15 and July 15 of each year, commencing January 15, 2026.

The 5.25% Notes were issued at 98.991% of par.

The net proceeds from the 5.25% Notes issuance were approximately $490 million and were used to repay a portion of the outstanding balance on the Revolving Credit Facility.

On November 26, 2025, Lineage Europe Finco B.V., an indirect subsidiary of Lineage, Inc., issued €700 million aggregate principal amount of 4.125% senior notes due November 26, 2031 (the “4.125% Notes”).

Interest on the notes is payable annually on November 26 of each year, commencing November 26, 2026.

The 4.125% Notes were issued at 99.324% of par.

The net proceeds from the 4.125% Notes were approximately $802 million and were used to repay a portion of the outstanding balance on the Revolving Credit Facility.

The 5.25% Notes and the 4.125% Notes (collectively, the “New Senior Unsecured Notes”) are guaranteed by Lineage, Inc., the Operating Partnership, Lineage Europe Finco B.V., Lineage Logistics Holdings, LLC, and certain other subsidiaries of the Company that guarantee or are otherwise obligated in respect of the Credit Agreement (other than the issuing subsidiary and any excluded subsidiaries, collectively, the “Guarantors”).

The Company’s other subsidiaries do not guarantee the New Senior Unsecured Notes (collectively, “Non-Guarantor Subsidiaries”).

The Company may redeem the notes in whole or in part, at any time one or two months prior to the respective maturity date (the “Par Call Date”), at a redemption price equal to the greater of:

(i) the sum of the present values of the remaining scheduled payments of principal and interest thereon (as calculated pursuant to the terms of the indenture governing the respective notes);

and (ii) 100% of the principal amount of the notes being redeemed, plus, in either case, accrued and unpaid interest thereon to, but excluding, the redemption date.

On or after the Par Call Date, the Operating Partnership may redeem the respective notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date.

Senior Unsecured Notes Series

Refer to Note 10, Debt in our consolidated financial statements included in this Annual Report for details of outstanding Senior Unsecured Notes Series.

Security Interests in Customers’ Products

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Lineage prides itself on maintaining its facilities, fleet, and railcars at a high standard.

We regularly update long-range maintenance plans by asset to ensure that our assets maintain the high quality and operational efficiency that our customers expect from us.

Maintenance Capital Expenditures

Maintenance capital expenditures are capitalized funds used to maintain assets that will result in an extended useful life.

We regularly update long-range maintenance plans by asset so that our assets maintain the high quality and operational efficiency that our customers expect from us.

Recurring Maintenance Capital Expenditures

Recurring maintenance capital expenditures are capitalized funds used to maintain assets that will result in an extended useful life.

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

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Information technology and other

Maintenance capital expenditures

Recurring maintenance capital expenditures

Repair and Maintenance Expenses

Repair and maintenance expenses are incurred when assets need repair or replacement and do not qualify as capital expenditures.

If the work does not materially extend the useful life of the asset or the asset value is less than a de minimis threshold, it would be recorded as an operating expense under repair and maintenance expenses, included primarily in Cost of operations on the consolidated statements of operations and comprehensive income (loss).

Examples include ordinary repairs on roofs, racking, refrigeration, and material handling equipment.

Project-related expenses are excluded.

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

The following table sets forth our repair and maintenance expenses for the years ended December 31, 2025 and 2024.

Year Ended December 31,

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and (c) sales management, pricing and billing – creating and integrating IT systems to streamline sales processes, optimize pricing, and enhance billing accuracy and efficiency.

The following table sets forth our external growth capital investments for the year ended December 31, 2024 and 2023.

The following table sets forth our external growth capital investments for the years ended December 31, 2025 and 2024.

Year Ended December 31,

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External growth capital investments

We completed five acquisitions and four acquisitions during the years ended December 31, 2024 and 2023, respectively.

Refer to Note 4, Business combinations, asset acquisitions, and divestitures of the consolidated financial statements included in this Annual Report for more information regarding current period business combinations and asset acquisitions.

(1) Excludes buildings and land acquired through exercise of finance lease purchase options, where amount paid did not exceed the finance lease liability.

We completed five acquisitions during each of the years ended December 31, 2025 and 2024.

Refer to Note 4, Business combinations, asset acquisitions, and divestitures in our consolidated financial statements included in this Annual Report for more information regarding current period business combinations and asset acquisitions.

The greenfield and expansion expenditures related primarily to projects that remained under construction as of the respective period end, with a notable greenfield in Bremerhaven, Germany and an expansion at the Hobart, IN cold storage facility during both the years ended December 31, 2025 and 2024, as well as the construction of a new, fully automated cold storage warehouse in Hazleton, PA during the year ended December 31, 2024.

During the year ended December 31, 2025, we have also began construction on a new greenfield in Dallas, TX under our arrangement with Tyson Foods (see Note 4, Business combinations, asset acquisitions, and divestitures for discussion of the Tyson Foods agreements) and an expansion at one of our fully automated cold storage warehouses in the Netherlands.

Energy and economic return initiatives included corporate initiatives and smaller customer-driven growth projects.

Information technology transformation and growth initiatives included spending on our patented LinOS technology.

Historical Cash Flows

The following summary discussion of our cash flows is based on the consolidated statements of cash flows.

The following summary discussion of our cash flows is based on the consolidated statements of cash flows included in this Annual Report.

Year Ended December 31,

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For the year ended December 31, 2025, our net cash provided by operating activities was $943 million, compared to $703 million for the year ended December 31, 2024.

The decrease was primarily due to an increase in net loss, adjusted for non-cash items and unfavorable changes in working capital, most significantly in accounts payable, accrued liabilities, and deferred revenue.

The change in non-cash items for the year ended December 31, 2024 was primarily driven by IPO-related items, such as $215 million of stock-based compensation, $200 million of Internalization expense to Bay Grove, and $185 million of expense for vesting of Class D interests in LLH.

The increase was primarily due to a decrease in net loss, most notably from lower interest expense and one-time non-cash IPO expenses in 2024 which did not reoccur in 2025, along with favorable changes in working capital, most significantly in accounts payable, accrued liabilities, and deferred revenue, partially offset by the unfavorable change in accounts receivable and non-cash items.

The notable non-cash items for the year ended December 31, 2025 primarily consisted of $126 million of stock-based compensation expense and $52 million of net loss on divestitures.

The notable non-cash items for the year ended December 31, 2024 primarily consisted of IPO-related items, such as $200 million of Internalization expense to Bay Grove, and $185 million of expense for vesting of Class D interests in LLH, as well as $215 million of stock-based compensation.

Investing Activities

For the year ended December 31, 2025, cash used in investing activities was $1,067 million.

This was driven by $691 million in purchases of property, plant, and equipment, primarily for growth capital expenditures.

In addition, we invested $346 million in acquisitions.

Refer to Note 4, Business combinations, asset acquisitions, and divestitures in the consolidated financial statements included in this Annual Report for more information regarding business combinations and asset acquisitions.

This was partially offset by $105 million of insurance proceeds related to a fire which occurred at the Company’s warehouse in Kennewick, Washington (see Note 20, Commitments and contingencies in our consolidated financial statements included in this Annual Report for details).

The most significant uses were $443 million in acquisitions, net of cash acquired (see Note 4, Business combinations, asset acquisitions, and divestitures in our consolidated financial statements included in this Annual Report for more information regarding business combinations and asset acquisitions), and $747 million in purchases of property, plant, and equipment, primarily for growth capital expenditures.

In addition, we invested $9 million in our equity method investee Emergent Cold LatAm Holdings, LLC.

This was partially offset by $70 million from proceeds from sale of assets and $51 million of insurance proceeds for recoveries on impaired long-lived assets, which were primarily related to a fire which occurred at the Company’s warehouse in Kennewick, Washington in 2024 (see Note 20, Commitments and contingencies in our consolidated financial statements included in this Annual Report for details).

For the year ended December 31, 2024, cash used in investing activities was $919 million.

This was driven by $766 million in purchases of property, plant, and equipment, primarily for growth capital expenditures, partially offset by $19 million in proceeds from the sale of assets.

In addition, we invested $283 million in acquisitions, net of cash acquired, and $31 million in Emergent Cold LatAM Holdings, LLC.

The most significant uses were $691 million in purchases of property, plant, and equipment, primarily for growth capital expenditures.

In addition, we invested $346 million in the acquisitions of Entrepôt du Nord Inc, Luik Natie Holding N.V., and Eurofrigor S.r.l.

Magazzini Generali and $20 million in Emergent Cold LatAm Holdings, LLC, offset by $105 million in insurance recovery proceeds for the warehouse fire in Kennewick.

Financing Activities

Our net cash provided by financing activities was $320 million for the year ended December 31, 2024.

Cash provided by financing activities during 2024 was primarily driven by $4,879 million of proceeds from the issuance of common stock in our IPO (net of equity raise costs) and $600 million of net borrowings on revolving credit lines, which allowed us to repay $4,631 million of long-term debt and finance leases and pay $234 million of dividends and other distributions.

Our financing outflows also included $75 million for redemption of OPEUs, $46 million for payment of deferred consideration liabilities, $45 million for financing fees, $46 million for the repurchase of common shares for employee income taxes on stock-based compensation, and other activity.

For further detail on transactions associated with our IPO, refer to Note 2, Capital structure and noncontrolling interests in the consolidated financial statements included in this Annual Report.

Our net cash provided by financing activities was $136 million for the year ended December 31, 2023.

Cash provided by financing activities during 2023 consisted primarily of $96 million for repayments of long-term debt and finance leases, $36 million for payment of deferred and contingent consideration liabilities, and $46 million for distributions.

The outflows were partially offset by $142 million of capital contributions (net of equity raise costs) and $215 million of net borrowings on revolving credit lines.

Our net cash provided by financing activities was $14 million for the year ended December 31, 2025, which primarily consisted of $1,298 million of proceeds from issuance of new senior notes.

These inflows were offset by $537 million of dividends and other distributions, $231 million of repayments of long-term debt and finance leases ($88 million of which was related to the Houston, Texas lease purchase), $226 million of net payments on revolving credit lines, $144 million for payment of the exercise of Put Options, $82 million for redemption of common stock ($76 million of which was the repurchase of common stock pursuant to Put Options exercises), and $28 million of redemption of redeemable noncontrolling interest.

See Note 2, Capital structure and noncontrolling interests in our consolidated financial statements included in this Annual Report for details of Put Options transactions.

Our net cash provided by financing activities was $320 million for the year ended December 31, 2024, which reflected the impacts of the change in our debt and capital structure as a result of our 2024 IPO.

The financing activities primarily consisted of $4,879 million of proceeds from the issuance of common stock in our IPO (net of equity raise costs) and $600 million of net borrowings on revolving credit lines.

The inflows were offset by $4,631 million net for repayments of long-term debt and finance leases (see Note 10, Debt for details of debt instruments paid off in 2024), $234 million for distributions, $75 million for redemption of OPEUs, $46 million for payment of deferred consideration liabilities, $46 million for the repurchase of common shares for employee income taxes on stock-based compensation, $45 million for financing fees, and $42 million for redemption of common stock ($17 million of which was the repurchase of common stock pursuant to Put Options exercises).

Supplemental Guarantor Financial Information

In 2025, the Operating Partnership and Lineage Europe Finco B.V.

issued senior notes (“New Senior Unsecured Notes”) which were fully and unconditionally guaranteed by Lineage, Inc., the Operating Partnership, Lineage Europe Finco B.V., Lineage Logistics Holdings, LLC, and certain other subsidiaries of the Company that guarantee or are otherwise obligated in respect of the Credit Agreement (other than the respective issuer and any excluded subsidiaries, collectively, the “Guarantors,” as detailed in Exhibit 22.1 to this Form 10-K).

The Company’s other subsidiaries do not guarantee the New Senior Unsecured Notes (collectively, “Non-Guarantor Subsidiaries”).

Refer to Note 10, Debt in our consolidated financial statements included in this Annual Report for additional information regarding the New Senior Unsecured Notes.

The following tables present summarized financial information for the Guarantors, including Lineage Europe Finco B.V., and the OP on a combined basis, after the elimination of (a) intercompany transactions and balances between all the Guarantors entities, Lineage Europe Finco B.V., and the OP and (b) equity in earnings from and investments in the Non-Guarantor Subsidiaries.

December 31, December 31,

Summarized Balance Sheet Data (in millions)

Total current assets $ 347 $ 388

Amounts due from non-guarantor subsidiaries $ 13,693 $ 12,764

Total non-current assets $ 5,157 $ 4,504

Total current liabilities $ 562 $ 713

Amounts due to non-guarantor subsidiaries $ 12,460 $ 11,283

Total non-current liabilities $ 5,708 $ 4,519

Redeemable noncontrolling interests $ — $ 32

Noncontrolling interests $ 978 $ 999

Year Ended Year Ended

December 31, December 31,

Summarized Statement of Operations Data (in millions)

Net revenues from external customers $ 2,006 $ 1,994

Cost of operations $ (1,496) $ (1,445)

Net revenue and cost of operations charges with non-guarantor subsidiaries $ 151 $ 330

Income (loss) from operations $ (94) $ (365)

Net income (loss) $ (326) $ (671)

Net income (loss) attributable to the combined guarantor entities $ (315) $ (585)

The New Senior Unsecured Notes and each guarantee of the New Senior Unsecured Notes is effectively subordinated in right of payment to:

all existing and future secured indebtedness and secured guarantees of the OP or such Guarantor (to the extent of the value of the collateral securing such indebtedness and guarantees);

all existing and future indebtedness and other liabilities, whether secured or unsecured, of the Non-Guarantor Subsidiaries and of any entity the OP or such Guarantor accounts for using the equity method of accounting;

and all existing and future preferred equity not owned by the OP or such Guarantor in Non-Guarantor Subsidiaries and in any entity the OP or such Guarantor accounts for using the equity method of accounting.

As of December 31, 2025, entities that are direct borrowers, guarantors, or otherwise obligated in respect the Credit Agreement had an aggregate of $19,924 million of assets and were direct borrowers, guarantors or otherwise obligated in respect of an aggregate of $5,663 million of indebtedness, in each case, excluding intercompany investments and obligations.

As of December 31, 2025, the OP, Lineage Europe Finco B.V., and the Guarantors had an aggregate of $19,196 million of assets and were direct borrowers in respect of $5,505 million of indebtedness, in each case, excluding intercompany investments and obligations.

Critical Accounting Policies and Estimates

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Refer to Note 1, Significant accounting policies and practices to the consolidated financial statements for our significant accounting policies.

The following discussion pertains to accounting policies management believes are most critical to the portrayal of our historical financial condition and results of operations and that require a material level of subjectivity or judgement and relate to inherently highly uncertain matters.

The following discussion pertains to accounting policies management believes are most critical to the portrayal of our historical financial condition and results of operations and that require a material level of subjectivity or judgment and relate to inherently highly uncertain matters.

Impairment of long-lived assets and finite lived intangible assets

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Upon the occurrence of a triggering event, we assess whether the estimated undiscounted cash flows expected from the use of the asset group and the residual value from the ultimate disposal of the asset group exceed the carrying value.

Undiscounted cash flows expected from the use of assets and the residual value are estimated based on our judgement using industry experience and knowledge of historical transactions and operations.

Undiscounted cash flows expected from the use of assets and the residual value are estimated based on our judgment using industry experience and knowledge of historical transactions and operations.

If the undiscounted cash flows are less than the carrying value of the asset, its fair value is measured relying primarily on a discounted cash flow method.

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When an impairment loss is recognized for assets to be held and used, the adjusted carrying amounts of those assets are depreciated over their remaining useful life.

Impairments of long-lived assets were $35 million, $2 million, and $1 million for the years ended December 31, 2024, 2023, and 2022, respectively.

Impairments of property, plant, and equipment were $4 million, $35 million, and $2 million for the years ended December 31, 2025, 2024, and 2023, respectively.

The 2024 charges primarily related to impairment of an entire warehouse in Kennewick, Washington due to a fire.

In reviewing the factors of the Kennewick, Washington assets, the Company determined there were no undiscounted cash flows expected to be generated from the asset group after the fire damage, as such, it was impaired in full.

There were no impairments of finite lived intangible assets in 2023 or 2022.

During the fourth quarter of 2024, the Company reviewed its asset groups, including intangible assets, for qualitative indicators of impairment, noting two customer relationship assets in the Global Integrated Solutions segment which had higher customer attrition than previously expected, resulting in lower cash flow projections.

For the year ended December 31, 2024, the Company recorded a total impairment loss of $63 million on these two customer relationships finite lived intangible assets.

We first assessed the undiscounted cash flows of each asset within the relevant asset group and identified the respective undiscounted cash flows were less than their carrying values.

We then estimated the fair value of each asset group as a whole in order to determine the impairment to allocate on a pro rata basis relative to the carrying amounts of the long-lived assets within the group.

As a result of this exercise, substantially all of the impairment was allocated to customer relationships, which employs the use of discounted future cash flows and requires key assumptions, including the following:

• Future revenue growth:

we estimate future growth based on industry forecasts, historical results, and existing contracts.

• Changes in customer attrition rates.

• Discount rates:

we utilize a weighted average cost of capital (“WACC”) that considers the cost of capital and cost of debt, with inputs such as risk premiums, relevant comparable public companies’ debt and capital metrics, tax rates, risk-free interest rates, and other assumptions.

• Remaining useful life:

we reassessed the useful life of the customer relationships in question based on the remaining tenor of existing contracts used in the future cash flow projections.

There were no material impairments of finite lived intangible assets in 2025 or 2023.

During the fourth quarter of 2024, the Company identified two customer relationship assets in the Global Integrated Solutions segment which had higher customer attrition than previously expected, resulting in lower cash flow projections.

We performed an impairment test of these assets, first by assessing the undiscounted cash flows of the relevant asset groups as compared to their carrying values, and then estimating the fair values of each asset group.

As a result of this exercise, substantially all of the impairment within the asset groups was allocated to customer relationships, which employs the use of discounted future cash flows and requires key assumptions, including future revenue growth, attrition rates, discount rates, and remaining useful life.

It was determined that both of the customer relationships assets’ fair values were below the carrying values within their respective asset groups, such that they were fully impaired.

For the year ended December 31, 2024, the Company recorded a total impairment loss of $63 million on these two customer relationship finite lived intangible assets.

Business combinations

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Significant estimates used in valuing land and buildings and improvements acquired in a business combination include, but are not limited to, the selection of comparable real estate sales, estimates of indirect costs, and entrepreneurial profit, which are added to the replacement cost of the acquired assets in order to estimate their fair market value.

Goodwill and other indefinite lived intangible assets

We evaluate the carrying value of goodwill and other intangible assets annually as of October 1 or when events occur or circumstances change that would more likely than not indicate an impairment exists.

We evaluate the carrying value of goodwill annually as of October 1 or when events occur or circumstances change that would more likely than not indicate an impairment exists.

Goodwill is tested for impairment by assessing qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of the reporting unit is less than its carrying amount.

Qualitative factors assessed include reporting units’ financial performance as compared to budget, macroeconomic conditions, labor and energy cost trends, growth in pricing of our capital raises, and other events and trends impacting fair values of our reporting units.

Qualitative factors assessed include reporting units’ financial performance as compared to budget, macroeconomic conditions, labor and energy cost trends, changes in our common stock price, events significantly affecting the composition or carrying amounts of our reporting units, and other trends impacting fair values of our reporting units.

If, after assessing the totality of events or circumstances, or based on management’s judgment, we determine it is more likely than not the fair value of a reporting unit is less than its carrying amount, a quantitative impairment test is performed.

We determined our reporting units by identifying components of each operating segment, which are Global Warehousing and Global Integrated Solutions, and assessing these components to determine if they meet the definition of a reporting unit and whether they have similar economic characteristics that would make their aggregation appropriate.

In the first quarter of 2023, we identified a change in our reporting structure, which resulted in a change in our reporting units.

This represents a change in accounting estimate, for which we accounted for prospectively in 2023, reallocating carrying values of goodwill to the new reporting units using relative fair values, which were estimated as described below.

In 2023, we utilized the fair values calculated as of the first quarter of 2023 for the allocation of goodwill to assess the goodwill for impairment after the change in our reporting structure.

Carrying value of each reporting unit includes assets and liabilities attributable to its business operations and allocated goodwill.

Based on a comparison of the fair values to carrying values, we determined that it was more likely than not the fair values of all reporting units substantially exceeded their respective carrying values.

Fair values of our reporting units are estimated using a combination of equally weighted income approach and market approach.

Key assumptions included future revenue growth, operating costs and profitability, capital requirements, discount rates, and market EBITDA (defined as earnings before interest, taxes, depreciation, and amortization) multiples.

At our annual impairment testing date of October 1, 2023, we assessed qualitative factors to determine whether events or circumstances indicate that the fair values of our reporting units have deteriorated since the first quarter to the fourth quarter.

No such indicators were identified.

At our annual impairment testing date as of October 1, 2024, we assessed qualitative factors to determine if it is more likely than not that the fair value of each of our reporting units exceeded its carrying value.

Based on the qualitative factors reviewed and given the intangible asset impairment identified in 2024, we determined to perform a quantitative assessment for two of our international reporting units, estimating fair values as described below.

Carrying values of these reporting units included assets and liabilities attributable to their respective business operations and allocated goodwill.

Based on a comparison of the fair values to carrying values, we determined that it was more likely than not the fair values of these two reporting units exceeded their carrying values.

As such, no impairment has been identified.

Fair values of our reporting units are estimated using a combination of equally weighted income approach and market approach.

It is possible that a different weighting methodology, such as 65% income approach and 35% market approach, could result in a partial impairment of one of our reporting units.

2025 Impairment Testing

In 2025, the Company identified a triggering event during the third quarter due to the sale of Lineage Spain Transportation S.L.U.

Accordingly, the Company performed an interim quantitative goodwill impairment test for the affected reporting unit within the Global Integrated Solutions segment.

Separately, in connection with the annual goodwill impairment test performed as of October 1, 2025, the Company performed a qualitative assessment and considered an increase in the risk-free interest rate and an overall market decline as negative factors.

The Company determined that a further quantitative assessment was required for a reporting unit within the Global Warehousing segment with a low percentage by which the fair value exceeded carrying value based on its last assessment, which made it more susceptible to the impact of these adverse changes.

Based on the results of the quantitative assessments, we recorded goodwill impairments of $28 million in the third quarter of 2025 and $20 million in the fourth quarter of 2025.

For both the interim and annual quantitative assessments, the carrying value of each reporting unit included assets and liabilities attributable to their respective business operations and allocated goodwill as of the testing date.

The fair value of each reporting unit was estimated using a combination of equally weighted income approach and market approach, specifically the discounted cash flow method and the guideline public company method.

The estimated fair value calculated by the guideline public company method was within 4% and 6% of the estimated fair value calculated by the discounted cash flow method for the interim and annual test, respectively.

Given the insignificant difference in the two methods, an equal weighting approach was determined to be the most appropriate in determining fair value, which is consistent with our policy and historical assessments.

We utilized third-party valuation specialists and used industry accepted valuation models in calculating each reporting unit’s fair value estimate.

The income approach is based on discounted future cash flows and requires key assumptions, including the following:

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our analyses utilized an assumption of future growth based on industry forecasts, historical results, and existing long-term contracts.

The long-term revenue growth assumption used in our models was 3.0%.

• Operating costs and profitability:

our analyses utilized an assumption of future operating costs based on industry forecasts, historical results, operational focus of management, and market energy cost projections, assuming a slow steady increase in our EBITDA margin at each reporting unit.

The long-term revenue growth assumption used in our model was 3.0% for both the interim and the annual test, which was consistent with the assumption used in the prior year model.

• EBITDA margin:

• Capital requirements:

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• Discount rates:

we utilized a WACC that considers the cost of capital and cost of debt, with inputs such as risk premiums, relevant comparable public companies’ debt and capital metrics, tax rates, risk-free interest rates, and other assumptions.

Our selected WACC rates ranged from 7.8% to 10.0%.

The market approach is based on market EBITDA multiples and requires judgement in selection of comparable companies and appropriate multiples.

If the market conditions deteriorate, we don’t achieve the projected revenue growth or operational efficiencies, our capital spend exceeds the estimated figures, or other negative changes in our business occur, it would trigger a goodwill impairment in one or more of our reporting units.

Other indefinite-lived intangible assets

Intangible assets with indefinite lives are reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable.

Indefinite-lived intangibles are tested at least annually in the fourth quarter at the individual asset level.

Qualitative factors assessed include financial performance of the related business as compared to budget, macroeconomic conditions, labor and energy cost trends, and our plans regarding continued use of the intangible asset.

If qualitative factors indicate that an impairment is likely, a quantitative test is performed, which consists of a comparison of the fair value of the asset to its carrying value as of the impairment testing date.

In the fourth quarter of 2023, the decision was made to phase out the use of our indefinite-lived trade name.

This was determined to be a triggering event.

We estimated the fair value of the trade name using the income approach, which is based on discounted future cash flows and requires key assumptions, including the following:

• Future revenue growth:

we estimated future growth based on industry forecasts, historical results, and existing contracts.

• Royalty rate:

we estimated the royalty rate based on comparable license agreements.

• Discount rates:

• Remaining useful life:

we estimated the useful life based on our planned phase-out period for the use of the trade name.

We compared the estimated fair value of the trade name to its carrying value and recorded an impairment loss of $7 million to write down the asset to its fair value.

The remaining value of the trade name was reclassified to definite-lived and is amortized over the remaining useful life.

we utilized a weighted average cost of capital (“WACC”) that considers the cost of capital and cost of debt, with inputs such as risk premiums, relevant comparable public companies’ debt and capital metrics, tax rates, risk-free interest rates, and other assumptions.

Our selected WACC rate was 10.5% for the interim test and 8.0% for the annual test, both of which increased from the prior year models due to an increase in the risk-free rate.

The market approach is based on market EBITDA multiples and requires judgment in selection of comparable companies and appropriate multiples.

The following table highlights the sensitivities of the most critical assumptions used in our goodwill impairment tests:

Assumption Sensitivity Change (1)

Interim Test Result

(Reporting Unit within Global Integrated Solutions) Annual Test Result

(Reporting Unit within Global Warehousing)

Future revenue growth 0.5% decrease to long-term revenue growth Approximately $7 million of additional impairment Approximately $160 million of additional impairment

Discount rates 0.5% increase to WACC Approximately $9 million of additional impairment Approximately $195 million of additional impairment

Market EBITDA multiples 0.5 decrease to EBITDA Multiples Approximately $8 million of additional impairment Approximately $80 million of additional impairment

(1) Sensitivities were calculated in isolation and keeping all other assumptions constant.

Under a full analysis, some assumptions would be interconnected and a change in one could result in changes in other assumptions and lead to different impacts than what is noted above.

If the market conditions deteriorate further, we do not achieve the projected revenue growth or operational efficiencies, our capital spend increases significantly from the estimated figures, or other notable changes in our business occur, it could result in a significantly higher estimated goodwill impairment in these reporting units or cause an impairment in our other reporting units.

2024 Impairment Testing

Carrying values of these reporting units included assets and liabilities attributable to their respective business operations and allocated goodwill.

Based on a comparison of the fair values to carrying values, we determined that it was more likely than not the fair values of these two reporting units exceeded their carrying values.

Fair values of these reporting units were estimated using a combination of equally weighted income approach and market approach.

Key assumptions included future revenue growth, operating costs and profitability, capital requirements, discount rates, and market EBITDA multiples.

Stock-based compensation – performance-based awards

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We recognize stock-based compensation expense for performance-based awards based on the estimated grant date fair value as well as the estimated amount of performance-based awards which will ultimately become vested at the end of each award’s performance period based on the achievement of the performance criteria.

Subject to the recipient’s continued status as a service provider throughout the performance period, performance-based RSUs and LTIP Units vest based on the Company’s performance during an approximately three year performance period, commencing on January 1st of the grant year (or the date of the IPO for the Relative total shareholder return of Lineage, Inc.

common stock (“TSR”) metric discussed below) and ending on December 31st of the third year (or, if earlier, the date on which a change in control of the Company occurs, if applicable).

The number of performance-based RSUs that vest will range from 0% to 200% of the total number of performance-based RSUs granted and the number of performance-based LTIP Units that will vest will range from 0% to 100%, both based on the attainment of the following metrics over the applicable performance period:

Subject to the recipient’s continued status as a service provider throughout the performance period, performance-based RSUs and LTIP Units vest based on the Company’s performance during an approximately three-year performance period, commencing on January 1st of the grant year (or the date of the IPO) and ending on December 31st of the third year (or, if earlier, the date on which a change in control of the Company occurs, if applicable).

The number of performance-based RSUs and LTIP Units that vest will range from 0% to 200% of the total number of performance-based shares granted, based on the attainment of the following metrics over the applicable performance period:

• Adjusted Funds from Operations per Share (“AFFO per share”);

• Same Warehouse NOI Growth (“SS NOI Growth”);

• Total shareholder return of Lineage, Inc.

common stock relative to the S&P 500 Index.

We measure grant date fair values utilizing a Monte Carlo simulation to estimate the probability of the market vesting condition being satisfied.

• Total shareholder return (“TSR”) of Lineage, Inc.

common stock relative to the MSCI US REIT Index for 2025 awards or S&P 500 Index for 2024 awards.

We measure performance-based RSUs and LTIP Units that comprise a TSR component at grant date fair values utilizing a Monte Carlo simulation to estimate the probability of the market vesting condition being satisfied.

The Monte Carlo simulation approach was selected because it is one of the most commonly utilized methods to value stock-based compensation arrangements that contain a market condition and meets the fair-value-based measurement objective of ASC 718, Compensation-Stock Compensation .

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The Company’s achievement of the market vesting condition is contingent on its Relative TSR over the performance period.

For each simulated path, the TSR is calculated at the end of the performance period and determines the vesting percentage based on achievement of the performance target.

The fair value of the performance-based RSUs is the average discounted payout across all simulation paths.

We forecast the likelihood of achieving the predefined AFFO per share and SS NOI Growth targets in order to calculate the expected performance-based RSUs and LTIP Units that will become vested.

For each simulated path, the TSR is calculated at the end of the

performance period and determines the vesting percentage based on achievement of the performance target.

The fair value of the performance-based RSUs and LTIP Units is the average discounted payout across all simulation paths.

We forecast the likelihood of achieving the predefined performance condition targets in order to calculate the expected performance-based RSUs and LTIP Units that will become vested.

We utilized third-party valuation specialists in calculating the fair values of our performance-based awards.

Refer to Note 18, Stock-based compensation for the key assumptions used in the Monte Carlo simulation model.

We use internal forecasts to estimate the achievement of AFFO per share and SS NOI Growth metrics, which are uncertain and involve assumptions of future market conditions and customer demand.

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This expense is then recognized ratably over the performance period.

Although we believe that the stock-based compensation expense recognized for the year ended 2024 is representative of the cumulative ratable amortization of the grant-date fair value of unvested awards outstanding, changes to the estimate of performance-based awards which will ultimately become vested or estimates of the achievement of the market vesting condition utilized in the Monte Carlo simulation could produce materially different expense recognition and grant date fair values, respectively.

If the performance conditions are deemed not probable of being achieved, the Company reverses previously recognized stock-based compensation expense in the period the probability determination is made.

If the performance conditions are later deemed probable of being achieved, compensation cost will be recognized prospectively over the remaining service period.

Although we believe that the stock-based compensation expense recognized for the years ended 2025 and 2024 is representative of the cumulative ratable amortization of the grant-date fair value of unvested awards outstanding, changes to the estimate of performance-based awards which will ultimately become vested or estimates of the achievement of the market vesting condition utilized in the Monte Carlo simulation could produce materially different expense recognition and grant date fair values, respectively.

New Accounting Pronouncements

Refer to Note 1 to our consolidated financial statements included elsewhere in this this Annual Report for more information regarding applicable new accounting pronouncements.

Refer to Note 1 to our consolidated financial statements included elsewhere in this Annual Report for more information regarding applicable new accounting pronouncements.

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

What changed 10-K

Item 7. Management’s Discussion and Analysis