What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-25 compared with 2025-02-26 · 919 added, 892 removed, 1614 unchanged (53% of the section changed)

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Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets as of December 31, 2025 and 2024

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Notes to Consolidated Financial Statements

KPMG LLP Suite 1900

150 West Jefferson

Detroit, MI 48226

Financial Statement Schedule - Schedule III - Schedule of Real Estate and Accumulated Depreciation as of December 31, 2025

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Lineage, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheet of Lineage, Inc.

and its subsidiaries (the "Company") as of December 31, 2025, and the related consolidated statements of operations and comprehensive income (loss), of redeemable noncontrolling interests and equity and of cash flows for the year then ended, including the related notes and schedule of real estate and accumulated depreciation as of December 31, 2025 listed in the accompanying index (collectively referred to as the "consolidated financial statements").

We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO because a material weakness in internal control over financial reporting existed as of that date related to the Company not designing and maintaining effective information technology general controls for information systems that are relevant to the preparation of the Company’s consolidated financial statements, including ineffective controls over program change management and user access.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness referred to above is described in Management's Annual Report on Internal Control over Financial Reporting appearing under Item 9A.

We considered this material weakness in determining the nature, timing, and extent of audit tests applied in our audit of the 2025 consolidated financial statements, and our opinion regarding the effectiveness of the Company’s internal control over financial reporting does not affect our opinion on those consolidated financial statements.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in management’s report referred to above.

Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audit of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

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

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

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

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

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

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

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

Goodwill Impairment Assessments - Certain Reporting Units in the Global Integrated Solutions and Global Warehousing Segments

As described in Notes 1 and 6 to the consolidated financial statements, the Company’s goodwill balance for the Global Integrated Solutions and Global Warehousing segments as of December 31, 2025 was $628 million and $2,838 million, respectively.

A portion of the goodwill from the Global Integrated Solutions and Global Warehousing segments is attributable to one individual reporting unit within each segment.

Management evaluates the carrying value of goodwill each year as of October 1, or when events occur or circumstances change that would more likely than not that indicate an impairment exists, by performing a qualitative assessment of various 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 value.

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

If the carrying amount is greater than the fair value, an impairment loss is recognized in an amount equal to the excess of carrying value over fair value.

Management identified a triggering event during the third quarter and determined that the impacted reporting unit more likely than not had a fair value below its carrying value.

Accordingly, management 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, management determined that a quantitative assessment was required for a reporting unit within the Global Warehousing segment as it more likely than not had a fair value below its carrying value.

For both the interim and annual quantitative assessments, management estimated the respective reporting unit’s fair value using an equally weighted income and market approach, specifically, the discounted cash flow and guideline public company methods.

These analyses

required significant judgments regarding projected long-term revenue growth, EBITDA (defined as earnings before interest, taxes, depreciation, and amortization) margins, capital requirements, and discount rates.

Other inputs included market EBITDA multiples, which are based on publicly available data of similar companies .

Based on the results of the quantitative assessments, a $28 million goodwill impairment was recorded in the third quarter related to a certain reporting unit in the Global Integrated Solutions segment and a $20 million goodwill impairment was recorded in the fourth quarter related to a certain reporting unit in the Global Warehousing segment.

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessments for certain reporting units in the Global Integrated Solutions and Global Warehousing segments is a critical audit matter are (i) the significant judgment by management when developing the fair value estimates of the reporting units;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to projected long-term revenue growth, EBITDA margins, discount rates, and market EBITDA multiples;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessments, including controls over the valuation of a certain reporting unit in the Global Integrated Solutions segment and the valuation of a certain reporting unit in the Global Warehousing segment.

These procedures also included, among others (i) testing management’s process for developing the fair value estimates of the reporting units;

(ii) evaluating the appropriateness of the income and market approaches used by management;

(iii) testing the completeness and accuracy of the underlying data used in the income and market approaches;

and (iv) evaluating the reasonableness of the significant assumptions used by management related to projected long-term revenue growth, EBITDA margins, discount rates, and market EBITDA multiples.

Evaluating management’s assumptions related to projected long-term revenue growth and EBITDA margins involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of each of the reporting units;

(ii) the consistency with external market and industry data;

and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the income and market approaches and (ii) the reasonableness of the projected long-term revenue growth, discount rates, and market EBITDA multiples assumptions.

/s/ PricewaterhouseCoopers LLP

Detroit, Michigan

February 25, 2026

We have served as the Company’s auditor since 2025.

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors

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Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Lineage, Inc.

and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive income (loss), redeemable noncontrolling interests and equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes and financial statement schedule III - real estate and accumulated depreciation (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S.

We have audited the accompanying consolidated balance sheet of Lineage, Inc.

and subsidiaries (the Company) as of December 31, 2024, the related consolidated statements of operations and comprehensive income (loss), redeemable noncontrolling interests and equity, and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements).

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

generally accepted accounting principles.

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

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

KPMG LLP, a Delaware limited liability partnership and a member firm of

the KPMG global organization of independent member firms affiliated with

KPMG International Limited, a private English company limited by guarantee.

Indicators that real estate assets may not be recoverable

As discussed in Notes 5 and 14 to the consolidated financial statements, the Company had $8,759 million of buildings, building improvements and refrigeration equipment, $1,530 million of land and land improvements, $627 million of net operating lease right-of-use assets, and $1,254 million in net finance lease right-of-use assets (collectively, the real estate assets) as of December 31, 2024.

The Company evaluates its real estate assets for impairment when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable, or when the assets are held for sale.

Upon the occurrence of a triggering event, the Company assesses whether the estimated undiscounted cash flows expected from the use of the asset and the residual value from the ultimate disposal of the asset exceeds the carrying value.

If the carrying value exceeds the estimated recoverable amounts, the Company reduces the carrying value to fair value and records an impairment loss in earnings.

We identified the evaluation of indicators that the carrying value of real estate assets may not be recoverable as a critical audit matter.

In particular, judgments regarding the future operating cash flows of the real estate assets and the assessment of changes in market conditions on the determination of when impairment indicators exist required a high degree of auditor judgment.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the Company’s assessment by:

● inquiring of Company officials and inspecting documents such as meeting minutes of the Board of Directors to identify indicators that real estate assets may not be recoverable

● observing the property conditions of certain cold storage warehouses and inquiring of general managers regarding events or changes in circumstances that would indicate that the real estate assets may be impaired

● comparing a selection of the Company’s historical estimated cash flows by property to actual results to assess the Company’s ability to accurately forecast

● observing market conditions and property operating metrics for real estate assets.

Fair value of customer relationships

As discussed in Notes 1(k) and 4(a) to the consolidated financial statements, the Company acquired a warehouse and operating assets of ColdPoint Logistics Warehouse, LLC and ColdPoint Logistics Real Estate, LLC (collectively referred to as “ColdPoint Logistics”) on November 1, 2024.

The acquisition was accounted for as business combinations and, as such, the Company recognized and measured the assets acquired and liabilities assumed at their respective acquisition-date fair values.

The fair value assigned to acquired customer relationships intangibles of ColdPoint was $41 million.

We identified the evaluation of the fair value measurements of the customer relationships acquired in the ColdPoint acquisition as a critical audit matter.

A high degree of subjective auditor judgment and specialized skills and knowledge were required to evaluate the significant assumptions used to estimate the fair value of these acquired assets, including:

● revenue growth rates, customer attrition rates, and discount rates for acquired customer relationships.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design of certain internal controls related to the Company’s process to allocate the purchase price to the acquired assets, including controls related to the selection and review of the above noted significant assumptions.

For the acquired customer relationships, we compared forecasted revenue growth rates used

by management for a selection of warehouse sites to current economic trends derived from external sources and the historical results of the acquired business.

We involved valuation professionals with specialized skills and knowledge, who assisted in evaluating:

● the fair value of customer relationships by comparing, for a selection of warehouse sites acquired, customer attrition rates and discount rates to independently developed ranges using publicly available market data for comparable companies and recent acquisitions.

Valuation of Goodwill

As discussed in Note 6 to the consolidated financial statements, the goodwill balance as of December 31, 2024 was $3,338 million, a portion of which related to the Company’s two international reporting units.

The Company performs goodwill impairment testing on an annual basis or when events or circumstances indicate that it is more likely than not that a reporting unit’s fair value is below its carrying value.

The impairment test is performed by comparing the estimated fair value of a reporting unit to the carrying value of the reporting unit.

The Company estimates the fair value using a combination of equally weighted income approach and market approach.

We identified the evaluation of the Company’s assessment of goodwill for impairment for its two international reporting units as a critical audit matter.

Subjective auditor judgment was required to evaluate the future revenue growth, forecasted earnings before interest, tax, depreciation and amortization

(EBITDA) margin, and the discount rates used to estimate the fair value of each reporting unit in the income approach because these assumptions are inherently uncertain and required management to make significant estimates and judgments related to the future results of operations.

Minor changes to these assumptions could have had a significant impact on the determination of the fair value of the reporting units.

In addition, individuals with specialized skills and knowledge were required to assess the discount rates used to estimate the fair value of the reporting units in the income approach.

The following are the primary procedures we performed to address the critical audit matter.

We evaluated the design of certain internal controls related to the Company’s assessment of goodwill for impairment related to the international reporting units, including controls related to the development of the future revenue growth, EBITDA margin, and discount rates.

We evaluated each international reporting unit’s future revenue growth and EBITDA margin used by the Company to value the reporting unit by comparing them to budgets and guideline public companies.

We compared the Company’s historical forecasts of revenue and EBITDA margin for each reporting unit to actual results to assess the Company’s ability to accurately forecast.

In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in:

● evaluating the discount rates used in the income approach by comparing them to a discount rate range that was independently developed based on publicly available market data for comparable companies

● developing an estimate of each international reporting unit’s fair value using the reporting unit’s cash flow forecast and an independently developed discount rate, and compared the result of our estimate to the Company’s fair value estimate.

We have served as the Company’s auditor since 2020.

We served as the Company’s auditor since 2020 to 2025.

Detroit, Michigan

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Current assets:

Cash and cash equivalents $ 173 $ 68

Restricted cash 2 3

Cash, cash equivalents, and restricted cash $ 66 $ 175

Accounts receivable, net 896 826

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Additional paid-in capital - common stock 10,780 10,764

Series A preferred stock, $ 0.01 par value per share – 100 authorized shares;

no issued and outstanding shares at December 31, 2024 and less than 1 issued and outstanding shares, with an aggregate liquidation preference of $ 1 at December 31, 2023

Retained earnings (accumulated deficit) ( 2,439 ) ( 1,855 )

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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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Other comprehensive income (loss), net of tax:

Unrealized gain (loss) on foreign currency hedges and interest rate hedges ( 60 ) ( 87 ) 172

Unrealized gain (loss) on interest rate hedges and foreign currency hedges ( 61 ) ( 60 ) ( 87 )

Foreign currency translation adjustments 258 ( 207 ) 88

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Contributions from noncontrolling interests — — — 3 — — — 2 5

Distributions — — — — — — — ( 43 ) ( 43 )

Common stock issued in acquisitions — 1 — 69 — — — — 69

Dividends ($ 0.55 per common share) and other distributions

— — — — — ( 89 ) — ( 57 ) ( 146 )

Operating Partnership units issued in acquisitions — — — 4 — — — 2 6

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Other comprehensive income (loss) — — — — — — 3 ( 2 ) 1

Common stock issued in exchange for redeemable noncontrolling interests — — — 10 — — — — 10

Purchase of redeemable noncontrolling interests ( 10 ) — — — — — — — —

Partial redemption of convertible redeemable noncontrolling interests ( 77 ) — — 21 — — — — 21

Sale of noncontrolling interests — — — — — — — ( 4 ) ( 4 )

Noncontrolling interests acquired in business combinations 7 — — — — — — — —

Redemption of common stock — — — ( 12 ) — — — — ( 12 )

Redemption of units issued as stock compensation — — — ( 12 ) — — — ( 1 ) ( 13 )

Redeemable noncontrolling interest adjustment ( 18 ) — — 18 — — — — 18

Accretion of redeemable noncontrolling interests 34 — — ( 34 ) — — — — ( 34 )

Redemption of noncontrolling interest — — — ( 1 ) — — — — ( 1 )

Redeemable noncontrolling interest redemption value adjustment 44 — — ( 44 ) — — — — ( 44 )

Net income (loss) — — — — — ( 77 ) — ( 19 ) ( 96 )

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Common stock issuances, net of equity raise costs — 65 — 4,874 — — — — 4,874

Contributions from noncontrolling interests — — — 3 — — — 2 5

Dividends ($ 0.55 per common share) and other distributions

Assumption of the Put Option liability — — — — — ( 103 ) — — ( 103 )

Dividends ($ 0.91 per common share) and other distributions ($ 0.91 per OP Unit and OPEU)

( 1 ) — — — — ( 209 ) — ( 50 ) ( 259 )

Operating Partnership units issued in acquisitions — — — 4 — — — 2 6

Stock-based compensation — 2 — 176 — — — 39 215

Withholding of common stock for employee taxes — ( 1 ) — ( 46 ) — — — — ( 46 )

Other comprehensive income (loss) — — — — — — ( 239 ) ( 28 ) ( 267 )

Sale of noncontrolling interests — — — — — — — ( 4 ) ( 4 )

Noncontrolling interests acquired in business combinations 7 — — — — — — — —

Conversion of Management Profits Interests Class C units — — — ( 61 ) — — — 61 —

Redemption of preferred shares and OPEUs — — — ( 46 ) ( 1 ) — — ( 29 ) ( 76 )

Reimbursement of Advance Distributions — — — — — — — 198 198

Redemption of redeemable noncontrolling interests ( 6 ) — — — — — — — —

Redemption of common stock — — — ( 42 ) — — — — ( 42 )

Redemption of units issued as stock compensation — — — ( 12 ) — — — ( 1 ) ( 13 )

Redemption of noncontrolling interest — — — ( 1 ) — — — — ( 1 )

Redeemable noncontrolling interest adjustment 8 — — ( 8 ) — — — — ( 8 )

Accretion of redeemable noncontrolling interests 36 — — ( 36 ) — — — — ( 36 )

Reclassification of the Preference Shares ( 229 ) — — ( 22 ) — — — — ( 22 )

Issuance of OPEUs and settlement of Class D Units — — — 114 — — — 73 187

Expiration of redemption option ( 92 ) — — 65 — — — 27 92

Redeemable noncontrolling interest redemption value adjustment 23 — — ( 23 ) — — — — ( 23 )

Net income (loss) ( 1 ) — — — — ( 664 ) — ( 86 ) ( 750 )

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(in millions, except per share amounts)

Redeemable noncontrolling interests Number of shares Par value Additional paid-in capital Series A preferred stock Retained earnings (accumulated deficit) Accumulated other comprehensive income (loss) Noncontrolling interests Total

Redeemable noncontrolling interests Number of shares Par value Additional paid-in capital Retained earnings (accumulated deficit) Accumulated other comprehensive income (loss) Noncontrolling interests Total

Balance as of December 31, 2024 $ 43 228 $ 2 $ 10,764 $ ( 1,855 ) $ ( 273 ) $ 1,013 $ 9,651

Common stock issuances, net of equity raise costs — 65 — 4,874 — — — — 4,874

Assumption of the Put Option liability — — — — — ( 103 ) — — ( 103 )

Dividends ($ 2.11 per common share) and other distributions ($ 2.11 per OP Unit and OPEU)

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Other comprehensive income (loss) — — — — — 176 21 197

Repurchase of common stock pursuant to Put Option exercise — — — ( 17 ) — — — — ( 17 )

Conversion of Management Profits Interests Class C units — — — ( 61 ) — — — 61 —

Redemption of preferred shares and OPEUs — — — ( 46 ) ( 1 ) — — ( 29 ) ( 76 )

Reimbursement of Advance Distributions — — — — — — — 198 198

Redemption of redeemable noncontrolling interests ( 28 ) — — — — — — —

Redemption of common stock — ( 2 ) — ( 82 ) — — — ( 82 )

Reclassification of the Preference Shares ( 229 ) — — ( 22 ) — — — — ( 22 )

Issuance of OPEUs and settlement of Class D Units — — — 114 — — — 73 187

Expiration of redemption option ( 6 ) — — — — — 6 6

Redeemable noncontrolling interest adjustment 8 — — ( 8 ) — — — — ( 8 )

Accretion of redeemable noncontrolling interests 15 — — ( 15 ) — — — — ( 15 )

Redeemable noncontrolling interest redemption value adjustment ( 2 ) — — 2 — — — 2

Net income (loss) — — — — ( 100 ) — ( 13 ) ( 113 )

Reallocation of noncontrolling interests — — — 20 — — ( 20 ) —

OP Units reclassification — — — 10 — — ( 10 ) —

Balance as of December 31, 2025 $ 7 227 $ 2 $ 10,780 $ ( 2,439 ) $ ( 97 ) $ 990 $ 9,236

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CONSOLIDATED STATEMENTS OF CASH FLOWS

Year Ended December 31,

(in millions)

Year Ended December 31,

2025 2024 2023

Cash flows from operating activities:

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Provision for credit losses 6 5 6

Impairment of long-lived and intangible assets 98 9 1

Gain on insurance recovery (see Note 20, Commitments and contingencies )

Loss on sale of a subsidiary (see Note 4, Business combinations, asset acquisitions, and divestitures )

Impairment of long-lived assets and other intangible assets 4 98 9

Goodwill impairment 48 — —

Gain on insurance recovery

( 58 ) ( 76 ) —

Depreciation and amortization 895 876 760

(Gain) loss on extinguishment of debt, net 3 17 —

Amortization of deferred financing costs and above/below market debt 19 21 17

Amortization of deferred financing costs, discount, and above/below market debt 12 19 21

Stock-based compensation 126 215 26

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Deferred income tax ( 16 ) ( 105 ) ( 58 )

Put Options fair value adjustment 30 31 —

Proceeds from insurance recoveries - business interruption (see Note 20, Commitments and contingencies )

(Gain) loss on divestitures, net 52 — 21

(Gain) loss from sale of assets, net ( 23 ) 10 10

Vesting of Class D interests (see Note 2, Capital structure and noncontrolling interests )

One-time Internalization expense to Bay Grove (see Note 2, Capital structure and noncontrolling interests )

Put Options fair value adjustment 31 — —

Other operating activities 8 9 ( 1 )

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Acquisitions, net of cash acquired ( 443 ) ( 346 ) ( 283 )

Deposits on pending acquisitions and related refunds, net 3 — 93

Purchase of property, plant, and equipment ( 747 ) ( 691 ) ( 766 )

Proceeds from sale of assets 70 7 19

Proceeds from divestiture, net of cash 14 — —

Proceeds from insurance recovery on impaired long-lived assets 51 105 —

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Capital contributions, net of equity raise costs — — 142

Issuance of common stock in IPO, net of equity raise costs 4,879 ( 6 ) —

Dividends and other distributions ( 537 ) ( 234 ) ( 46 )

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Repurchase of common shares for employee income taxes on stock-based compensation ( 12 ) ( 46 ) —

Repurchase of common stock pursuant to Put Option exercise ( 17 ) — —

Financing fees ( 13 ) ( 45 ) —

Proceeds from long-term debt 2,481 — 946

Proceeds from long-term debt, net of discount 1,298 2,481 —

Repayments of long-term debt and finance leases ( 231 ) ( 7,112 ) ( 96 )

Payment of deferred and contingent consideration liabilities ( 6 ) ( 46 ) ( 36 )

Borrowings on revolving line of credit 4,112 1,431 2,465

Repayments on revolving line of credit ( 3,512 ) ( 1,216 ) ( 2,152 )

Borrowings on Revolving Credit Facility 2,834 4,112 1,431

Repayments on Revolving Credit Facility ( 3,060 ) ( 3,512 ) ( 1,216 )

Settlement of Put Option liability ( 144 ) ( 27 ) —

Issuance of common stock in IPO, net of equity raise costs — 4,879 ( 6 )

Redemption of units issued as stock compensation — ( 2 ) ( 12 )

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Redemption of OPEUs — ( 75 ) —

Settlement of Put Option liability ( 27 ) — —

Other financing activity ( 5 ) ( 5 ) ( 13 )

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Supplemental disclosures of cash flow information:

Cash paid for taxes $ 36 $ 31 $ 74

Cash paid for interest $ 523 $ 594 $ 354

Cash paid for taxes, net of refunds $ 26 $ 36 $ 31

Cash paid for interest, net of capitalized interest $ 299 $ 523 $ 594

Noncash activities:

Purchases of property, plant, and equipment in Accounts payable and accrued liabilities $ 87 $ 118 $ 104

Issuance of Put Option liability $ 103 $ — $ —

Accrued dividends, distributions, and dividend equivalents $ 136 $ 135 $ 109

Assets acquired through exercise of a purchase option in a finance lease $ 96 $ — $ —

Net deferred and contingent consideration on acquisitions $ 1 $ 12 $ 11

Issuance of Put Option liability $ — $ 103 $ —

Debt assumed on acquisitions $ — $ 14 $ 3

Equity raise costs $ — $ 6 $ —

Equity issued on acquisitions $ — $ — $ 6

Net deferred and contingent consideration on acquisitions $ 12 $ 11 $ 30

Equity issued in exchange for redeemable noncontrolling interests $ — $ — $ 10

Redemptions of stock-based compensation not yet paid in cash $ — $ — $ 7

Noncash capital contributions $ — $ — $ ( 3 )

Noncash common stock issuances $ — $ 1 $ —

Equity raise costs $ 6 $ — $ —

See accompanying notes to consolidated financial statements.

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The Company offers a broad range of essential warehousing services and integrated solutions for a variety of customers with complex requirements in the food supply chain.

The Company's primary business is temperature-controlled warehousing, and the Company owns and operates the majority of its facilities.

The Company's primary business is temperature-controlled warehousing, and the Company owns and operates a majority of its facilities.

The Company provides customers with storage space, as well as handling and other warehousing services.

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Lineage OP holds all direct interests in LLH other than certain interests held by BG Maverick, LLC (“BG Maverick”).

Prior to the IPO and Formation Transactions described below, LLH MGMT Profits, LLC (“LLH MGMT”) and LLH MGMT Profits II, LLC (“LLH MGMT II”) also held certain interests in LLH.

On July 26, 2024, the Company closed its initial public offering (the “IPO”) of 56,882,051 shares of its 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 the Company an additional 8,532,307 shares of common stock that closed on July 31, 2024.

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The impacts of these transactions (the “Formation Transactions”) on the Company’s capital structure are described in Note 2, Capital structure and noncontrolling interests .

On December 18, 2025, the Company filed with the SEC an automatic universal shelf registration statement on Form S-3.

This registration allows the Company to issue an indeterminate amount of common stock, par value $ 0.01 per share, preferred stock, par value $ 0.01 per share, debt securities, and any other depositary shares, warrants, purchase contracts or units.

The specifics of any future offering and its respective use of proceeds will be described in detail in a prospectus supplement at the time of such offering.

(b) Basis of presentation and principles of consolidation

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The Company has classified certain cash balances as restricted cash pursuant to workers’ compensation insurance policies and debt agreements.

(f) Accounts receivable and Notes receivable

Accounts receivable are recorded at the invoiced amount and are stated net of estimated allowances for uncollectible balances.

Notes receivable primarily consist of amounts that are due and payable related to a variety of unique Company transactions.

The current portion of notes receivable is recorded in Accounts receivable, net and the non-current portion is recorded in Other assets in the consolidated balance sheets.

The current portion of notes receivable was $ 1 million and $ 6 million as of December 31, 2024 and December 31, 2023, respectively.

There were no non-current notes receivable as of December 31, 2024, and the non-current portion of notes receivable was $ 20 million as of December 31, 2023.

Allowances for uncollectible balances are reserved based on expected credit losses.

Management exercises judgement in establishing these allowances and considers the balance outstanding and payment history.

As of December 31, 2025 and December 31, 2024, restricted cash was $ 1 million and $ 2 million, respectively, and is presented in Cash, cash equivalents, and restricted cash in the consolidated balance sheets.

(f) Accounts receivable

Accounts receivable are recorded at the invoiced amount and are stated net of estimated allowances for credit losses.

Management exercises judgment in establishing these allowances and considers the balance outstanding, payment history, current economic conditions, and other applicable customer-specific factors.

The Company writes off receivables against the allowances after all reasonable collection efforts are exhausted.

The Company’s allowance for accounts receivable was $ 10 million and $ 7 million as of December 31, 2024 and December 31, 2023, respectively.

The Company’s allowance for accounts receivable was $ 10 million as of both December 31, 2025 and December 31, 2024.

(g) Derivatives

8 unchanged sentences

For derivatives designated as qualifying cash flow hedges, the gain or loss on the derivative and corresponding tax impact is recorded in Accumulated other comprehensive income (loss) and subsequently reclassified into earnings in the same period during which the hedged transaction affects earnings and within the same income statement line item as the earnings effect of the hedged item.

Gains and losses on

Gains and losses on hedge components excluded from the assessment of effectiveness are recognized over the life of the hedge on a systematic and rational basis and are recorded in the same income statement line item as the hedged item.

LINEAGE, INC.

1 unchanged sentence

Notes to Consolidated Financial Statements

hedge components excluded from the assessment of effectiveness are recognized over the life of the hedge on a systematic and rational basis and are recorded in the same income statement line item as the hedged item.

Derivatives not designated as accounting hedges are not speculative and are used to manage the Company’s exposure to interest rate movements and other identified risks but do not meet the hedge accounting requirements or the Company has not elected to apply hedge accounting.

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(h) Inventories

Inventories consist of manufactured goods and goods acquired for resale, which are stated at the lower of cost (determined generally on a first in, first out basis) or net realizable value.

Inventories consist of goods acquired for resale, which are stated at the lower of cost (determined generally on a first in, first out basis) or net realizable value.

(i) Property, plant, and equipment, net

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The Company depreciates property, plant, and equipment to estimated salvage value primarily using the straight-line method over estimated useful lives.

Certain properties subject to failed sale-leaseback financing obligations are depreciated on a straight-line basis over their remaining economic life.

The Company evaluates property, plant, and equipment for impairment when events or changes in circumstances indicate that the carrying value of the relevant asset group may not be recoverable or when the assets are held for sale.

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If the carrying value exceeds the estimated recoverable amounts, the Company reduces the carrying value to fair value and records an impairment loss in earnings.

(j) Goodwill and other intangible assets

(j) Business combinations

The Company accounts for its business combinations using the acquisition method of accounting, which requires allocation of the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed at their estimated fair values on the acquisition date.

The excess of the fair value of purchase price consideration over the values of these identifiable assets and liabilities is recorded as goodwill.

Transaction costs related to business combinations are recognized as expenses in the period they are incurred and recorded in Acquisition, transaction, and other expense.

When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to real estate and intangible assets.

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.

Significant estimates used in valuing intangible assets acquired in a business combination include, but are not limited to, revenue growth rates, obsolescence, customer attrition rates, operating costs and margins, capital expenditures, tax rates, long-term growth rates, and discount rates.

During the measurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill if new information is obtained related to facts and circumstances that existed as of the acquisition date.

After the measurement period, any

LINEAGE, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

subsequent adjustments are reflected in the consolidated statements of operations and comprehensive income (loss).

Refer to Note 4, Business combinations, asset acquisitions, and divestitures for further detail.

(k) Goodwill and other intangible assets

Goodwill is recorded to the extent that the purchase price of an acquisition exceeds the fair value of the identifiable net assets acquired and is tested for impairment on an annual basis.

Interim testing is performed more frequently if events or circumstances indicate that it is more-likely-than-not that a reporting unit’s fair value is below its carrying value.

The Company evaluates the carrying value of goodwill each year as of October 1 by performing a qualitative assessment of various 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 value.

The Company evaluates the carrying value of goodwill each year as of October 1, or when events occur or circumstances change that would more likely than not indicate an impairment exists, by performing a qualitative assessment of various 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 value.

If, after assessing the totality of events or circumstances, or based on management’s judgment, the Company determines it is more likely than not the fair value is less than its carrying amount, a quantitative assessment is performed.

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If the carrying amount is greater than the fair value, an impairment loss is recognized in an amount equal to the excess of carrying value over fair value.

LINEAGE, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

All of the Company’s intangible assets included in the consolidated financial statements are definite-lived.

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

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The Company amortizes intangible assets with definite lives in a pattern that reflects the expected consumption of related economic benefits or on a straight-line basis over the estimated economic lives.

(k) Business combinations

The excess of the fair value of purchase price consideration over the values of these identifiable assets and liabilities is recorded as goodwill.

When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to real estate and intangible assets.

After the measurement period, any subsequent adjustments are reflected in the consolidated statements of operations and comprehensive income (loss).

Refer to Note 4, Business combinations, asset acquisitions, and divestitures for further detail.

(l) Asset acquisitions

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Asset acquisitions are accounted for by the Company using a cost accumulation model.

Under the cost accumulation model, the cost of the acquisition, including certain transaction costs, is allocated to the assets acquired on the basis of relative fair values.

Under the cost accumulation model, the cost of the acquisition, including direct transaction costs, is allocated to the assets acquired on the basis of relative fair values.

If the Company previously leased the purchased asset, the difference between the right-of-use (“ROU”) asset and ROU liability at the purchase date adjusts the final amount capitalized.

(m) Investments in partially owned entities

The Company accounts for its investments in partially owned entities where the Company does not have a controlling interest but has significant influence using the equity method of accounting, under which the net income of the entity is recognized in income and presented in Equity method investments in the consolidated balance sheets.

The Company accounts for its investments in partially owned entities where the Company does not have a controlling interest but has significant influence using the equity method of accounting, under which the Company’s share of net income (loss) of the entity is recognized in income (loss) and presented in Equity method investments in the consolidated balance sheets.

Allocations of profits and losses are made per the terms of the organizational documents.

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Variable lease payments are recognized in the period in which those payments are incurred.

For both operating and finance leases, the lease liability is amortized using the effective interest method.

Operating leases are expensed on a straight-line basis over the term of the lease and recorded within Cost of operations or General and administrative expense on the consolidated statements of operations and comprehensive income (loss), depending on the nature of the ROU asset.

Finance lease liabilities are amortized using the effective interest method, with the expense recorded in Interest expense, net.

In each period, the liability is increased to reflect the interest that is accrued on the related liability, offset by a decrease in the liability resulting from the periodic lease payments.

For finance leases, the ROU asset is amortized and recorded within Amortization expense on the consolidated statements of operations and comprehensive income (loss).

For operating leases, the ROU asset is amortized and recorded within Cost of operations or General and administrative expense on the consolidated statements of operations and comprehensive income (loss), depending on the nature of the ROU asset.

The ROU asset for finance leases is amortized and recorded within Amortization expense on the consolidated statements of operations and comprehensive income (loss).

For all leases where the Company is the lessor, the Company evaluates the contract for classification as a sales-type, direct financing, or operating lease.

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(o) Deferred financing costs

Deferred financing costs consist of loan fees and other financing costs related to the Company’s outstanding indebtedness and credit facility commitments and are amortized to interest expense over the terms of the related debt or commitment on a straight‑line basis, which approximates effective interest amortization.

Deferred financing costs consist of loan fees and other financing costs related to the Company’s outstanding indebtedness and credit facility commitments and are amortized to interest expense using effective interest method, or on a straight‑line basis over the terms of the related debt or commitment, which approximates effective interest amortization.

If a loan is refinanced or paid before its maturity, any unamortized deferred financing costs will generally be expensed unless specific rules are met that would allow for the carryover of such costs to the refinanced debt.

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The payment of common stock distributions is dependent upon the Company’s financial condition, operating results, and REIT distribution requirements.

The composition of the Company’s distributions per common share for each tax year presented is as follows, where tax year 2024 distributions are based on an estimate:

The composition of the Company’s distributions per common share for each tax year presented is as follows:

2025 2024 2023

Ordinary income (1)

Qualified dividend — % 8 % 5 %

55 % — % 100 %

Capital gain distribution — % — % — %

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100 % 100 % 100 %

(1) Of the 2025 ordinary income, 7 % is treated as qualified dividend, and 48 % is treated as Section 199A dividend.

Of the 2023 ordinary income, 8 % is treated as qualified dividend.

LINEAGE, INC.

11 unchanged sentences

Revenues in this segment are generated primarily from transportation fees, and additionally include redistribution services, multi-vendor less-than-full-truckload consolidation, transportation brokerage, drayage services to and from ports, freight forwarding, rail transportation services, sales of prepared food, and e-commerce fulfillment services.

Cost of operations in this segment primarily consists of third-party carrier charges, labor, fuel, and rail and vehicle maintenance.

Cost of operations in this segment primarily consists of third-party carrier charges, labor, fuel, rail and vehicle maintenance, and purchase of goods for resale.

The Company’s chief executive officer serves in the role of the Company’s chief operating decision maker (“CODM”).

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Any variable consideration related to storage renewals or incremental handling charges above stated minimums are allocated to the period in which services are performed.

The Company charges its customers “inbound” and “outbound” product handling fees, which are billed upfront upon receipt of product from customers.

The Company charges its customers “inbound” and “outbound” product handling fees.

Deferred revenue represent billings for storage services invoiced in advance and the outbound portion of product handling fees related to customer product inventory on hand as of period end, as the Company has not yet fulfilled the promise to provide such storage and outbound product handling services.

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Lease revenue earned under operating lease agreements is recognized on a straight-line basis over the term of the leases.

Variable lease payments are recognized in the period in which those payments are incurred.

Variable lease payments are recognized in the period in which the related expenses are incurred.

The Company provides integrated solutions that include transportation services, which includes full-load transportation, load-to-load consolidation, freight forwarding, and other accessorial services.

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Payments for billed services are remitted according to approved payment terms.

In addition, this revenue includes lease revenue for the Company’s insulated and refrigerated rail cars which is recognized on a straight-line basis over the lease agreement.

The Company recognizes lease revenue for its insulated and refrigerated rail cars, which is recognized on a straight-line basis over the term of the lease agreement, with immaterial variable lease payments.

The Company has redistribution operations, where it redistributes certain food products under contracts with fixed mark-up fees.

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The Company’s policy is to report revenue from redistribution operations net of the related cost of sales, as the Company is acting as an agent on behalf of its customers.

The Company generates revenues from the sale of frozen foods, where it procures and sells prepared and frozen food product to certain customers.

The Company generates revenues from the sale of frozen foods, where it procures and sells various food product to certain customers.

A performance obligation is created when a customer submits a purchase order for the purchase of goods.

2 unchanged sentences

A performance obligation is created when a customer submits a purchase order for distribution of their goods to the end consumer.

The Company generally does not have ownership of the product being distributed, as such, it is not part of the Company’s inventory balance.

E-commerce revenue is recognized at a point in time, when the performance obligation is satisfied, typically upon shipping of product.

3 unchanged sentences

Generally, the customer is billed no less frequently than on a monthly basis.

However, the Company may bill and receive advances or deposits from customers, particularly on storage and handling

However, the Company may bill and receive advances or deposits from customers, particularly on storage and handling services, before revenue is recognized, resulting in deferred revenue.

These assets and liabilities are reported on the consolidated balance sheets at the end of each reporting period in Accounts receivable, net and Deferred revenue.

Refer to Note 3, Revenue for additional information.

LINEAGE, INC.

1 unchanged sentence

Notes to Consolidated Financial Statements

services, before revenue is recognized, resulting in deferred revenue.

These assets and liabilities are reported on the consolidated balance sheets at the end of each reporting period in Accounts receivable, net and Deferred revenue.

Refer to Note 3, Revenue for additional information.

(s) Stock-based Compensation

The Company grants equity awards, including awards that vest over time and awards that vest based on time and achievement of specific Company and market performance criteria, to certain eligible employees, consultants, and members of the Board.

The Company grants equity awards to certain eligible employees, consultants, and members of the Board.

These include awards that vest over time and awards that vest based on time and achievement of specific Company and market performance criteria.

The Company accounts for all awards under ASC 718, Compensation - Stock Compensation .

1 unchanged sentence

(t) Acquisition, transaction, and other expense

Acquisition, transaction, and other expense includes costs associated with business transactions, whether consummated or not, such as advisory, legal, accounting, valuation, other professional or consulting fees, integration costs, and costs incurred in preparation for, or as a direct result of, Lineage, Inc.

becoming a public company.

It also includes costs incurred in preparation for, or as a direct result of, Lineage, Inc.

becoming a public company, 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.

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Prior to the IPO, when Lineage, Inc.

paid its required dividend to its stockholders, Lineage OP also paid a corresponding pro-rata distribution to all its investors.

The Company had an accounting policy to accrue a distribution payable to the investors in Lineage OP other than Lineage, Inc.

(“Non-Company LPs”) at the same time that Lineage, Inc.

declared and accrued a dividend to its stockholders even though the distribution to the Non-Company LPs was not formally declared.

paid its required dividend to its stockholders, Lineage OP also paid a corresponding pro-rata distribution to all its investors other than Lineage, Inc.

(“Non-Company LPs”).

Lineage OP was also required by its operating agreement to pay a quarterly distribution to BG Cold, LLC (“BG Cold”).

Refer to Note 2, Capital structure and noncontrolling interests for details.

After the IPO, all dividends and distributions to all investors are formally declared, and the Company accrues them as they are declared.

Lineage OP is no longer required to pay quarterly distributions to BG Cold.

Refer to Note 19, Related-party balances for additional information.

LINEAGE, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(x) Commitments and contingencies

2 unchanged sentences

Refer to Note 20, Commitments and contingencies for additional information.

LINEAGE, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(y) Recently adopted accounting pronouncements

In June 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-03, Fair Value Measurement (Topic 820):

Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions.

The amendments in this ASU clarify that a contractual restriction on sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value.

The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction.

The ASU also requires additional disclosures surrounding equity securities subject to contractual sale restrictions.

In March 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-01, Compensation — Stock Compensation (Topic 718):

Scope Application of Profits Interests and Similar Awards .

This ASU clarifies the application of ASC 718, Compensation — Stock Compensation , to profits interests and similar instruments by providing illustrative examples of the proper accounting for such awards.

The ASU does not contain changes to the application of the previously existing accounting guidance.

The Company adopted this ASU on January 1, 2025.

The adoption of the new standard did not have a material impact on the consolidated financial statements.

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

Improvements to Reportable Segment Disclosures .

The amendments in this ASU require that an entity disclose significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, disclose an amount for other segment items by reportable segment and a description of the amount’s composition, and provide all annual disclosures about a reportable segment’s profit or loss and assets currently required by ASC 280, Segment Reporting , in interim periods.

The amendments also require that an entity disclose the title and position of the CODM with an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and making resource allocation decisions.

This ASU is effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024.

The Company adopted this ASU in the consolidated financial statements in this Annual Report.

The adoption resulted in additional disclosures in this Note and Note 23, Segment information .

(z) Recently issued accounting pronouncements not yet adopted

The adoption did not have an effect on the Company’s consolidated financial statements because the Company’s historical accounting for profits interests and similar instruments conforms to the clarified guidance.

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

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This ASU amends existing income tax disclosure guidance, primarily requiring more detailed disclosure for income taxes paid and the effective tax rate reconciliation.

This ASU is effective for fiscal years beginning after December 15, 2024.

The Company expects the adoption of this ASU will result in additional disclosures but will not impact its consolidated financial statements.

In March 2024, the FASB issued ASU 2024-01, Compensation — Stock Compensation (Topic 718):

Scope Application of Profits Interests and Similar Awards .

The ASU does not contain changes to the application of the previously existing accounting guidance.

This ASU is effective for fiscal years beginning after December 15, 2024.

The Company does not expect this ASU to have an effect on the Company’s consolidated financial statements because the Company’s accounting for profits interests and similar instruments conforms to the clarified guidance.

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

This ASU is effective for annual periods beginning after December 15, 2024 and interim periods beginning after December 15, 2025.

The Company adopted this ASU on a prospective basis in the consolidated financial statements in this Annual Report.

The adoption resulted in additional disclosures in Note 9, Income taxes .

(z) Recently issued accounting pronouncements not yet adopted

The following table provides a brief description of recent accounting pronouncements that could have a material effect on the Company’s consolidated financial statements.

Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters

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

Disaggregation of Income Statement Expenses

This ASU enhances disclosures about a public business entity’s expenses and requires more detailed information about the types of expenses that are included in certain expense captions in the consolidated financial statements.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026.

Annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027 The Company expects the adoption of this ASU will result in additional disclosures but will not impact its consolidated financial statements.

ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810):

Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity

This ASU provides updated guidance on identifying the accounting acquirer when a business combination involves a variable interest entity that also meets the definition of a business, and the transaction is affected primarily by exchanging equity interests.

Annual and interim reporting periods beginning after December 15, 2026 The Company does not expect this ASU to have a material impact on its consolidated financial statements.

ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606):

Clarifications to Share-Based Consideration Payable to a Customer

This ASU clarifies how to account for share-based payments under ASC 606 and ASC 718.

Annual and interim reporting periods beginning after December 15, 2026 The Company does not expect this ASU to have a material impact on its consolidated financial statements.

LINEAGE, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters

ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software

This ASU provides updated guidance about criteria for capitalizing software costs and extends disclosure requirements in ASC 360-10 to all capitalized software costs.

Annual and interim reporting periods beginning after December 15, 2027 The Company is currently evaluating the impact this guidance will have on its consolidated financial statements.

ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606):

Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract

This ASU provides updated guidance about the scope of derivative accounting under ASC 815, as well as clarifies how share-based noncash considerations from a customer should be accounted for.

Annual and interim reporting periods beginning after December 15, 2026 The Company is currently evaluating the impact this guidance will have on its consolidated financial statements.

ASU 2025-09, Derivatives and Hedging (Topic 815):

Hedging Accounting Improvements

This ASU provides targeted improvements intended to enhance the application of hedge accounting, including expanded eligibility of forecasted transactions, additional flexibility in measuring hedge effectiveness, and clarifications related to hedging non-financial items.

Annual and interim reporting periods beginning after December 15, 2026 The Company is currently evaluating the impact this guidance will have on its consolidated financial statements.

ASU 2025-10, Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities

This ASU provides recognition, measurement, presentation, and disclosure requirements for government grants, including guidance for grants related to an asset and grants related to income.

Annual and interim reporting periods beginning after December 15, 2028 The Company does not expect this ASU to have a material impact on its consolidated financial statements.

ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements

This ASU provides clarifications intended to improve the consistency and usability of interim disclosure requirements, including a comprehensive listing of required interim disclosures and a new disclosure principle for reporting material events occurring after the most recent annual period.

Annual and interim reporting periods beginning after December 15, 2027.

The Company is currently evaluating the impact this guidance will have on its consolidated financial statements.

2 unchanged sentences

Notes to Consolidated Financial Statements

Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters

ASU 2025-12, Codification Improvements

This ASU provides targeted technical corrections and clarifications to improve the clarity and consistency of U.S.

The amendments do not change underlying accounting principles but are intended to resolve inconsistencies, clarify application, and enhance usability across multiple topics, including EPS, leases, credit losses, and revenue related receivables.

Annual and interim reporting periods beginning after December 15, 2026.

The Company is currently evaluating the impact this guidance will have on its consolidated financial statements.

(2) Capital structure and noncontrolling interests

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As of December 31, 2025 and December 31, 2024, there were 226,967,652 and 228,191,656 common shares issued and outstanding, respectively.

During the years ended December 31, 2024, 2023, and 2022, the Company redeemed shares of its common stock as authorized by its Board of Directors (“Board”).

Any redeemed shares are constructively retired and returned to an unissued status.

The following table provides the number of shares repurchased, average price paid per share, and total amount paid for share repurchases for the years ended December 31, 2024, 2023, and 2022, excluding repurchases related to the withholding of common stock for employee taxes related to vested stock-based compensation arrangements and repurchases related to Put Options described below:

The Company repurchased shares of its common stock as authorized by its Board of Directors (“Board”).

Any repurchased shares are constructively retired and returned to an unissued status.

The following table provides the number of shares repurchased, average price paid per share, and total amount paid for share repurchases.

It excludes repurchases related to the withholding of common stock for employee taxes related to vested stock-based compensation arrangements and repurchases related to the settlement of a Put Option.

Year Ended December 31,

2025 2024 2023

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(b) Series A Preferred stock

Lineage, Inc.

is authorized to issue up to 100,000,000 shares of preferred stock, $ 0.01 par value per share, of which 630 shares are designated as Series A Cumulative Non-Voting Preferred Stock of Lineage, Inc.

Prior to the IPO, Lineage, Inc.

had issued 630 shares of preferred stock, $ 0.01 par value per share, designated as Series A Cumulative Non-Voting Preferred Stock of Lineage, Inc.

(“Series A Preferred Stock”).

Shares of Series A Preferred Stock have a $ 1,000 liquidation preference and a cumulative 12.0 % per annum dividend preference.

The Series A Preferred Stockholders have limited voting rights with respect to matters pertaining to the Series A Preferred Stock and no voting rights on matters submitted to the common stockholders of Lineage, Inc.

Additionally, the Series A Preferred Stock may be redeemed at Lineage, Inc.’s option for consideration equal to $ 1,000 per share plus all accrued and unpaid dividends thereon to and including the date fixed for redemption and are not convertible or exchangeable for any other property or securities of Lineage, Inc.

As of December 31, 2023 and 2022, and for all of 2024 p rior to the Formation Transactions, there were 630 shares of Series A Preferred Stock issued and outstanding, of which 505 were held by BGLH.

Of these 630 shares, 505 were held by BGLH.

During the year ended December 31, 2024 , all shares of Series A Preferred Stock were redeemed in exchange for cash consideration of $ 1 million , which included accrued dividends through the redemption date.

No shares of Series A Preferred Stock were outstanding as of December 31, 2024.

No shares of Series A Preferred Stock were outstanding as of December 31, 2025 or December 31, 2024 .

LINEAGE, INC.

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Partnership common units owned by Non-Company LPs 698,915 984,089

Legacy OP Class A Units & Legacy OP Class B Units owned by Non-Company LPs 20,929,599 —

Redeemable Legacy OP Class A Units owned by Non-Company LPs 319,006 —

Legacy Class A OP Units and Legacy Class B OP Units owned by Non-Company LPs 21,029,599 20,929,599

Redeemable Legacy Class A OP Units owned by Non-Company LPs — 319,006

LTIP Units held by Non-Company LPs (1)

Class A units owned by Lineage, Inc.

3,667,999 2,995,153

Class A & B units owned by Non-Company LPs — 18,829,959

Redeemable Class A units owned by Non-Company LPs — 1,260,182

Total 252,364,165 253,419,503

Class C units in the Operating Partnership, which were reclassified into other interests in the Formation Transactions, are excluded from the above summary because their only claim on the underlying assets of the Operating Partnership was the distribution described below.

(1) Balance includes 406,238 units granted under the Amended and Restated Lineage 2024 Incentive Award Plan which have vested but have not yet been converted into partnership common units.

Noncontrolling interest in the Operating Partnership relates to the interest in the Operating Partnership owned by investors other than Lineage, Inc.

The Company accounts for the partnership common units, Legacy Class A OP Units and Legacy Class B OP Units (collectively, “Legacy OP Units”), LTIP Units, and pre-IPO Class A, Class B, and Class C units held by Non-Company LPs and BG Cold based on their relative ownership percentage of the Operating Partnership.

The Company accounts for the partnership common units, Legacy Class A OP Units, Legacy Class B OP Units (the Legacy Class A OP Units and Legacy Class B OP Units, together the “Legacy OP Units”), and LTIP Units based on their relative ownership percentage of the Operating Partnership.

Each time the ownership percentage of the Operating Partnership held by Non-Company LPs and BG Cold changes, the Company records an adjustment to Noncontrolling interests with a corresponding adjustment in Additional paid-in capital - common stock to appropriately reflect the new ownership percentage and to reflect the Non-Company LPs’ and BG Cold’s share of all capital contributed to the Operating Partnership.

All activity related to these interests held by Non-Company LPs is included within Noncontrolling interests in the consolidated balance sheets and consolidated statements of redeemable noncontrolling interests and equity.

All activity related to these interests is included within Noncontrolling interests in the consolidated balance sheets and consolidated statements of redeemable noncontrolling interests and equity.

Prior to the IPO, Class A, Class B, and Class C units held by Non-Company LPs and BG Cold were similarly recorded based on their relative ownership percentages.

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The number of shares issuable upon exercise of the redemption rights will be adjusted upon the occurrence of share splits, mergers, or other share transactions which would have the effect of diluting the ownership interests of the holders of partnership common units.

Such redemption rights generally may not be exercised until 14 months after the initial acquisition of the partnership common units, except for partnership common units obtained in exchange for the Legacy Class A OP Units, Legacy Class B OP Units, LTIP Units, and OPEUs described below, each of which have different holding periods.

Such redemption rights generally may not be exercised until 14 months after the initial acquisition of the partnership common units, except for partnership common units obtained in exchange for the Legacy Class A OP Units, Legacy Class B OP Units, LTIP Units described below, and OPEUs described below, each of which have different holding periods.

The Company may also redeem partnership common units in connection with a tender offer made at the Company’s option.

2 unchanged sentences

Notes to Consolidated Financial Statements

During the year ended December 31, 2025, 285,174 partnership common units held by Non-Company LPs, respectively, were exchanged for an equivalent number of shares of Lineage, Inc.

common stock.

No such units were exchanged during the year ended December 31, 2024.

(d) Noncontrolling Interest in Operating Partnership - Legacy Class A OP Units, Legacy Class B OP Units, Class A, Class B, and Class C units

Prior to the IPO and Formation Transactions, Non-Company LPs held certain Class A and Class B units in the Operating Partnership.

These units were exchanged for Legacy OP Units in the Formation Transactions.

Cl ass A and Class B units were both voting capital interests in the Operating Partnership and were similar to each other in all material respects, except that Class A units held by Non-Company LPs bore a Founders Equity Share (as described below) payable to Class C unit holders, whereas Class B units did not.

BG Cold, an affiliate of Bay Grove Management, held all outstanding Class C units of the Operating Partnership.

Prior to the Company’s IPO, Non-Company LPs held certain Class A and Class B units in the Operating Partnership.

These units were reclassified into Legacy OP Units as part of certain changes the Company effectuated in its capital structure in connection with the IPO (the “Formation Transactions”).

Class A and Class B units were both voting capital interests in the Operating Partnership and were similar to each other in all material respects, except that Class A units held by Non-Company LPs bore a Founders Equity Share (as described below) payable to Class C unit holders, whereas Class B units did not.

BG Cold held all outstanding Class C units of the Operating Partnership.

Class C units were reclassified into other interests in the Formation Transactions and their only claim on the underlying assets of the Operating Partnership was the following distributions.

Class C units provided BG Cold the right to receive a percentage distribution (“Founders Equity Share”) upon certain distributions made to Non-Company LPs who held Class A units of the Operating Partnership.

Class C units also received a distribution upon certain repurchases and redemptions of Class A units of the Operating Partnership held by Non-Company LPs.

The calculation of the Founders Equity Share borne by Class A units in the Operating Partnership held by Non-Company LPs varied depending on the sub-class of Class A units but generally amounted to a percentage of all value appreciation over certain thresholds.

On a quarterly basis, BG Cold also received an advance distribution (“Advance Distribution”) against its future Founders Equity Share based on a formulaic amount of all capital contributed to the Operating Partnership after August 3, 2020.

This Advance Distribution was an advance on the Class C Founders Equity Share to be paid upon the sale, redemption, liquidation of, or other distributions to, Class A units and would offset subsequent Class C unit Founders Equity Share distributions paid in conjunction with a hypothetical sale, redemption, liquidation, or other distribution.

BG Cold received a total of $ 26 million, $ 46 million, and $ 41 million in Advance Distributions during the years ended December 31, 2024, 2023, and 2022, respectively.

The payments of the Advance Distribution during the year ended December 31, 2024 were the final payments of Advance Distribution and were only payable for the period through the date of the IPO.

BG Cold received a total of $ 26 million and $ 46 million in Advance Distributions during the years ended December 31, 2024 and 2023, respectively.

Advance Distributions were only payable for the period through the date of the IPO.

Legacy OP Units are economically equivalent to partnership common units and hold the same voting rights.

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As representative of the Legacy OP Units, the LHR is empowered to exercise the voting power for all Legacy OP Units.

Legacy OP Units are not redeemable for cash or other consideration, but can be reclassified into an equal number of partnership common units at any time at the discretion of the LHR.

Legacy OP Units are generally not redeemable for cash or other consideration but can be reclassified into an equal number of partnership common units at any time at the discretion of the LHR, which serves as the representative of all Legacy OP Units.

All Legacy OP Units must be reclassified into partnership common units prior to the third anniversary of the IPO.

4 unchanged sentences

Legacy Class B OP Units do not have any sub-units and are not impacted by Founders Equity Share.

During the year ended December 31, 2024, 984,103 Legacy OP Units were reclassified into partnership common units.

LINEAGE, INC.

1 unchanged sentence

Notes to Consolidated Financial Statements

No Legacy OP Units were reclassified into partnership common units during the year ended December 31, 2025.

During the year ended December 31, 2024, 984,103 Legacy OP Units were reclassified into partnership common units.

(e) Noncontrolling Interest in Operating Partnership - LTIP Units

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The LTIP Units are also entitled to share in the profits and losses of the Operating Partnership.

Accordingly, both vested and unvested LTIP Units are accounted for as Noncontrolling interests in the consolidated balance sheets and consolidated statements of redeemable noncontrolling interests and equity.

Both vested and unvested LTIP Units are accounted for as Noncontrolling interests in the consolidated balance sheets and consolidated statements of redeemable noncontrolling interests and equity.

Vested LTIP Units may be convertible into partnership common units.

4 unchanged sentences

(f) Redeemable Noncontrolling Interests - Operating Partnership Units

Certain Operating Partnership units held by Non-Company LPs are redeemable at the greater of a fixed redemption amount or fair value if certain liquidation events do not occur.

Under ASC 810, Consolidation , the noncontrolling interest is adjusted each reporting period for income (loss) attributable to the noncontrolling interest based on the relative ownership percentage of these Non-Company LPs.

Each reporting period, the Company accretes the changes in the redemption value of the redeemable noncontrolling interest over the period of issuance to the earliest redemption date and records an adjustment if the accreted redemption value is greater than the ASC 810 carrying value.

These adjustments, if any, are affected by charges against equity.

In accordance with ASC 480, Distinguishing Liabilities From Equity , the Company elected to apply the “Equity Classification — Entire Adjustment Method,” which treats the entire adjustment for the redeemable noncontrolling interests to an amount other than the ASC 810 carrying value as an adjustment to equity using retained earnings (or additional paid-in capital in absence of retained earnings).

The Company’s adjustments are recorded to Additional paid-in capital - common stock in the consolidated balance sheets and consolidated statements of redeemable noncontrolling interests and equity because the Company is in an accumulated deficit position.

These adjustments to equity are not a component of net income, however, they are accounted for in the Company’s calculations of earnings (loss) per share (“EPS”) as disclosed in Note 22, Earnings (loss) per share.

In connection with the acquisition of MTC Logistics Holdings, LLC and certain real property (together with its subsidiaries, “MTC Logistics”), the Company entered into an Equity Purchase Agreement with the sellers of MTC Logistics.

Under the terms of the agreement, the sellers acquired certain Class A units of the Operating Partnership and the sellers had a one-time right as of March 1, 2025 to put all, or a portion of, the units for cash.

Upon the exercise of the put right, the price to be paid for the redeemable noncontrolling interests would have been the current fair market value of the redeemable noncontrolling interest, subject to a minimum price (“floor”) equivalent to $ 34 million if the put right is exercised for all the units.

In lieu of redemption, the sellers may have elected to receive any combination of cash and/or additional Operating Partnership units that equaled the excess of $ 34 million over the fair market value of the units as of the election date.

Certain Operating Partnership units held by Non-Company LPs were redeemable at the greater of a fixed redemption amount or fair value if certain liquidation events did not occur.

As of December 31, 2025, all such units have been redeemed.

During each reporting period that the units were outstanding, the Company accreted the changes in the redemption value of the redeemable noncontrolling interest over the period of issuance to the earliest redemption date and recorded an adjustment if the accreted redemption value was greater than the ASC 810 carrying value.

The Company’s adjustments were recorded to Additional paid-in capital - common stock in the consolidated balance sheets and consolidated statements of redeemable noncontrolling interests and equity because the Company was in an accumulated deficit position.

These adjustments to equity are not a component of net income (loss), however, they are accounted for in the Company’s calculations of earnings (loss) per share (“EPS”) as disclosed in Note 22, Earnings (loss) per share.

In connection with the acquisition of MTC Logistics Holdings, LLC and certain real property (together with its subsidiaries, “MTC Logistics”) in 2022, the Company issued 319,006 Class A Units of the Operating Partnership with special redemption rights to the sellers of MTC Logistics.

In connection with the IPO, the units were reclassified into Legacy Class A-4 OP units with similar redemption rights.

These redemption rights, which had to be exercised between March 1, 2025 and April 15, 2025, allowed such holders of Legacy Class A-4 OP units to (1) redeem any or all of the Legacy Class A-4 OP units at a guaranteed floor or (2) receive a one-time top-up paid in cash or through the issuance of new Legacy Class A-4 OP units (or any combination of cash and units) in the amount by which the guaranteed minimum value exceeds the fair market value of the Legacy Class A-4 OP units (after adjusting for prior distributions on the Legacy Class A-4 OP units).

Both the Class A units and the Legacy Class A-4 OP units held by the sellers of MTC Logistics before and after the Formation Transactions were accounted for as Redeemable noncontrolling interests in the consolidated

LINEAGE, INC.

1 unchanged sentence

Notes to Consolidated Financial Statements

In connection with the Formation Transactions, these units were reclassified into Legacy Class A-4 OP units that provide the holders with similar redemption rights as of March 1, 2025.

These redemption rights, which must be exercised on or prior to April 15, 2025, allow the holders of Legacy Class A-4 OP units to (1) redeem any or all of the Legacy Class A-4 OP units at a guaranteed floor of $ 106.59 (less certain distributions received in cash after June 26, 2024, which equates to $ 106.21 as of December 31, 2024) or, if greater, the then-current fair market value of the Legacy Class A-4 OP units to be redeemed or (2) receive a one-time true-up paid in cash or through the issuance of new Legacy Class A-4 OP units or new common units (or any combination of cash and units) in the amount by which the guaranteed minimum value of $ 106.59 per unit (less certain distributions received in cash after June 26, 2024, which equates to $ 106.21 as of December 31, 2024) exceeds the then-current fair market value of the Legacy Class A-4 OP units.

Legacy Class A-4 OP units can also be reclassified into an equal number of common units at any time as may be agreed by the holders of Legacy Class A-4 OP units and the LHR, or under certain other circumstances at the discretion of the LHR acting as representative of such holders.

Legacy Class A-4 OP units are comprised of A-Piece Sub-Units and C-Piece Sub-Units similar to other Legacy Class A OP units and any redemption of Legacy Class A-4 OP units would require the settlement of any accrued Founders Equity Share through the date of the redemption, which may increase the per unit payment by the Operating Partnership required in connection with any redemption of these units.

Both the Class A units and the Legacy Class A-4 OP units held by the sellers of MTC Logistics before and after the Formation Transactions are accounted for as Redeemable noncontrolling interests in the consolidated balance sheets and consolidated statements of redeemable noncontrolling interests and equity due to the put right held by the sellers.

The required accretion adjustments related to these units include the impact of Founders Equity Share.

In connection with the acquisition of Cherry Hill Joliet, LLC, 279 Marquette Drive, LLC, Joliet Cold Storage, LLC, and Bolingbrook Cold Storage, LLC (collectively, “JCS”) in 2021, the Company entered into an Equity Purchase Agreement with the sellers of JCS.

Under the terms of the agreement, the sellers acquired 941,176 Class A units of the Operating Partnership, and the sellers had a one-time right as of February 1, 2024 to put all, or a portion of, the units for cash.

balance sheets and consolidated statements of redeemable noncontrolling interests and equity due to the put right held by the sellers.

The required accretion adjustments related to these units included the impact of Founders Equity Share.

The holder of these units notified the Company of its intent to exercise its redemption rights for 219,006 units in exchange for total cash proceeds of $ 23 million and waive its redemption rights for the remaining 100,000 units, with a one-time top-up of $ 5 million paid in cash in relation to these remaining units.

The holder’s election became irrevocable on April 15, 2025, upon which the Company repurchased 219,006 units of redeemable noncontrolling interest, paying $ 28 million to the holder, and reclassified the remaining 100,000 units to noncontrolling interests in the Operating Partnership.

In connection with the acquisition of Cherry Hill Joliet, LLC, 279 Marquette Drive, LLC, Joliet Cold Storage, LLC, and Bolingbrook Cold Storage, LLC (collectively, “JCS”) in 2021, the Company issued 941,176 Class A units of the Operating Partnership with special redemption rights to the sellers of JCS.

These units were accounted for as Redeemable noncontrolling interests in the consolidated balance sheets and consolidated statements of redeemable noncontrolling interests and equity due to the put right held by the sellers.

Upon the exercise of the put right, the price to be paid for the redeemable noncontrolling interests was the current fair market value of the redeemable noncontrolling interest, subject to a floor equivalent to $ 97 million if the put right was exercised for all the units.

Any redemption also required a distribution of any accrued but unpaid Founders Equity Share through the date of redemption, and the required accretion adjustments related to these units included the impact of the Founders Equity Share.

On February 1, 2024, one of the holders of these units elected to exercise their redemption rights for 61,593 units in exchange for total proceeds of $ 6 million.

1 unchanged sentence

The holders waived their redemption rights for their remaining 879,583 units, and the units remained outstanding, which resulted in a reclassification of the redeemable noncontrolling interest to noncontrolling interest in the Operating Partnership.

The difference between the carrying value of the redeemable noncontrolling interest and the ASC 810 carrying value for the remaining noncontrolling interest was recognized in Additional paid-in capital - common stock in the consolidated balance sheets and consolidated statements of redeemable noncontrolling interests and equity.

The difference between the carrying value of the redeemable noncontrolling interest and the ASC 810 carrying value for the remaining noncontrolling interest was recognized in Additional paid-in capital - common stock in the consolidated statements of redeemable noncontrolling interests and equity during the year ended December 31, 2024.

LLH Capital Structure

The Operating Partnership owns all outstanding equity interests of LLH except for those held by BG Maverick and holds all outstanding common units in LLH.

Prior to the IPO and Formation Transactions, LLH MGMT and LLH MGMT II also held interests in LLH.

The equity interests held by BG Maverick, LLH MGMT, and LLH MGMT II are accounted for as Noncontrolling interests in the consolidated balance sheets and consolidated statements of redeemable noncontrolling interests and equity.

LINEAGE, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

The Operating Partnership owns substantially all outstanding equity interests of LLH except for those held by BG Maverick.

Prior to the IPO and Formation Transactions, LLH MGMT Profits, LLC (“LLH MGMT”) and LLH MGMT Profits II, LLC (“LLH MGMT II”) also held equity interests in LLH.

The equity interests held by BG Maverick, LLH MGMT, and LLH MGMT II were accounted for as Noncontrolling interests in the consolidated balance sheets and consolidated statements of redeemable noncontrolling interests and equity.

(g) OPEUs and Class D Interests in LLH

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As the payment of the distribution in respect of Class D units in LLH was contingent upon the occurrence of a liquidity event that was not considered probable to occur, the Company did not record a liability for the amounts to be paid, in accordance with ASC 450, Contingencies .

As a result of the IPO and Formation Transactions, the Class D units in LLH held by BG Maverick became payable.

As a result of the IPO and Formation Transactions, the Class D units in LLH held by BG Maverick beca me payable.

The Company recognized an expense of $ 185 million associated with the Class D interests in LLH during the year ended December 31, 2024 .

In addition, the previous operating services agreement between LLH and Bay Grove described in Note 19, Related-party balances was terminated and Bay Grove’s right to receive distributions in respect of Class D units in LLH was suspended in exchange for a one-time increase of $ 200 million (the “Internalization”).

These amounts are included within Acquisition, transaction, and other expense in the consolidated statements of operations and comprehensive income (loss).

In addition, the previous operating services agreement between LLH and Bay Grove Management was terminated, and Bay Grove Management’s right to receive distributions in respect of Class D units in LLH was suspended in exchange for a one-time increase of $ 200 million (the “Internalization”).

These amounts are included within Acquisition, transaction, and other expense in the consolidated statements of operations and comprehensive income (loss) for the year ended December 31, 2024.

LINEAGE, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

A portion of these amounts equal to $ 198 million was allocated to the Operating Partnership, the effect of which is that all Advance Distributions described above are repaid and the full Founders Equity Share will be paid to holders of C-Piece Sub-Units in connection with any sale, redemption, or liquidation of, or other distributions to, Legacy Class A OP Units.

5 unchanged sentences

In connection with the Formation Transactions, LLH repurchased 986,842 OPEUs from BG Maverick in exchange for cash proceeds of $ 75 million.

The excess of this redemption payment over the carrying value of the OPEUs was recognized in Additional paid-in capital - common stock.

As of December 31, 2024, there were 1,461,148 OPEUs outstanding, which represents 0.6 % ownership in LLH.

The excess of this redemption payment over the carrying value of the OPEUs was recognized in Additional paid-in capital in the consolidated statements of redeemable noncontrolling interests and equity for the year ended December 31, 2024.

There were 1,461,148 OPEUs outstanding, which represents 0.6 % ownership in LLH, as of both December 31, 2025 and 2024.

(h) Management Profits Interests Class C units

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Under this method, the amounts of income and loss attributed to Management Profits Interests Class C units reflect the change in the amounts LLH MGMT and LLH MGMT II would hypothetically receive at each balance sheet date.

This method assumes that the proceeds available for distribution would be equivalent to the equity of the Company, as determined under GAAP.

All activity related to Management Profits Interests Class

LINEAGE, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

C units is included within Noncontrolling interests in the consolidated balance sheets and consolidated statements of redeemable noncontrolling interests and equity.

This method assumes that the proceeds available for distribution would be equivalent to the equity of the Company.

All activity related to Management Profits Interests Class C units is included within Noncontrolling interests in the consolidated statements of redeemable noncontrolling interests and equity.

In connection with the Formation Transactions, vested Management Profits Interests Class C units that had met the required value threshold were exchanged for Legacy Class B OP Units or shares of Company common stock.

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The Company issued replacement awards for unvested Management Profits Interests Class C unit holders and certain vested Management Profits Interests Class C units that had not met required value thresholds under the 2024 Plan (as defined below) in the form of time-based restricted stock units (“RSUs”) and/or time-based LTIP Units, as further described in Note 18, Stock-based compensation .

No Management Profits Interests Class C units remain outstanding as of December 31, 2024.

The noncontrolling interest previously recognized related to vested Management Profits Interest Class C units was reclassified into other forms of stockholders’ equity, as applicable, with the difference between the carrying value of the Management Profits Interest Class C units and the Legacy Class B OP Units and shares of common stock recognized as an adjustment to Additional paid-in capital - common stock.

No Management Profits Interests Class C units remained outstanding as of December 31, 2025 or December 31, 2024.

The noncontrolling interest previously recognized related to vested Management Profits Interest Class C units was reclassified into other forms of stockholders’ equity, as applicable, during the year ended December 31, 2024, with the difference between the carrying value of the Management Profits Interest Class C units and the Legacy Class B OP Units and shares of common stock recognized as an adjustment to Additional paid-in capital - common stock.

On certain occasions, the Company offered a repurchase opportunity for certain Management Profits Interests Class C units by offering cash settlement to repurchase units at their current fair market value.

Certain Management Profits Interests Class C units were redeemed in exchange for a cash total of $ 13 million and $ 25 million during the years ended December 31, 2023 and 2022, respectively.

No such redemptions occurred during the year ended December 31, 2024.

In the consolidated balance sheets and consolidated statements of redeemable noncontrolling interests and equity, the carrying value of the redeemed units is recorded as a reduction of Noncontrolling interests, while the excess of the redemption payments over the carrying value of the redeemed units is recorded as a reduction of Additional paid-in capital - common stock.

Certain Management Profits Interests Class C units were redeemed in exchange for a cash total of $ 13 million during

LINEAGE, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

the year ended December 31, 2023.

No such redemptions occurred during the years ended December 31, 2025 or December 31, 2024.

In the consolidated statements of redeemable noncontrolling interests and equity, the carrying value of the redeemed units was recorded as a reduction of Noncontrolling interests, while the excess of the redemption payments over the carrying value of the redeemed units was recorded as a reduction of Additional paid-in capital - common stock.

Other Noncontrolling interests

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Kloosterboer BLG Coldstore GmbH (1)

49.0 % 49.0 %

Turvo India Pvt.

(1) The Company and its joint venture partner agreed to wind down this entity over approximately the next year, which is not expected to have a material impact on the Company's consolidated financial statements.

In addition to the third-party interests detailed above, Noncontrolling interests in Other Consolidated Subsidiaries also include Series A Preferred shares issued by each of the Company’s REIT subsidiaries to third-party investors.

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The REIT subsidiary Series A Preferred shares may be redeemed at the Company’s option for consideration equal to $ 1,000 plus all accrued and unpaid dividends thereon to and including the date fixed for redemption and are not convertible or exchangeable for any other property or securities of the Company.

LINEAGE, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

On January 7, 2022, Kenyon Zero Storage, Inc.

(“Kenyon”) issued 125 preferred shares in order to become a REIT subsidiary.

On June 1, 2022, when Kenyon was merged out of existence, the Company redeemed the then outstanding 125 Kenyon preferred shares for $ 1,000 per share plus all unpaid dividends and a redemption premium of $ 100 per unit.

On January 12, 2023, Lineage Logistics CC Holdings, LLC issued 123 preferred shares in order to become a REIT subsidiary.

The Company’s REIT subsidiaries had an aggregate amount of 373 , 373 , and 250 Series A Preferred shares held by third parties outstanding as of December 31, 2024, 2023, and 2022, respectively .

(j) Convertible Redeemable Noncontrolling Interests - Preference Shares

On October 1, 2021 (“Closing Date”), the Company acquired 100 % of the outstanding equity interests in Kloosterboer Group B.V.

The Company’s REIT subsidiaries had an aggregate amount of 373 Series A Preferred shares held by third parties outstanding as of both December 31, 2025 and December 31, 2024.

(j) Convertible Redeemable Noncontrolling Interests - Kloosterboer Preference Shares

In 2021, the Company issued non-voting preferred equity instruments (“Preference Shares”) to the seller (the “Co-Investor”) in connection with the Company’s acquisition of K loosterboer Group B.V.

and its subsidiaries (“Kloosterboer”).

Pursuant to the terms of the Sale and Purchase Agreement and the Investment Agreement executed on the Closing Date, the seller (the “Co-Investor”) elected to reinvest € 200 million in the Company’s newly formed Dutch subsidiary in the form of 2,952,738 non-voting preferred equity instruments with a per share nominal value of € 0.007 (the “Preference Shares”) issued on the Closing Date.

The Preference Shares accrue a fixed, cumulative, preferential dividend at the rate of 14 % per annum until the second anniversary of the Closing Date, and 10 % per annum thereafter, compounded annually.

Once per year, the Co-Investor has a regular redemption right.

Further, the Co-Investor has special redemption rights upon the occurrence of certain events.

The Investment Agreement also provided the holder of the Preference Shares conversion rights upon the occurrence of certain events.

The conversion rights were structured to track the economic performance of select Class A units of the Operating Partnership if the Company did not complete an initial public offering and to track the economic performance of common stock of Lineage, Inc.

if the Company did complete an initial public offering (“Tracker Shares”).

To the extent that the Co-Investor did not exercise its right to conversion, all outstanding Preference Shares, including all unpaid, accrued preferential dividends, shall be mandatorily redeemed for cash by the Company upon the fifth anniversary of the Closing Date.

The accrued preferential dividend would only be paid upon a regular redemption of the Preference Shares and would not have been payable if the Co-Investor exercised its conversion or special redemption right.

The Company has applied the guidance under ASC 480-10-S99-3A on the classification and subsequent measurement of Preference Shares.

The Preference Shares represented a redeemable noncontrolling interest in the Company and were presented within Redeemable noncontrolling interests in the consolidated balance sheets and consolidated statements of redeemable noncontrolling interests and equity .

The Preference Shares qualified for classification in temporary equity (outside of Stockholders’ equity) because the redemption feature was not solely within the control of the Company.

As the Preference Shares were currently redeemable, the Company measured redeemable noncontrolling interests at the greater of (i) the initial carrying amount and dividends or (ii) the maximum redemption value, including accrued dividends payable under the redemption feature as of the balance sheet date.

Required redeemable noncontrolling interest adjustments were recorded as an increase or decrease to Redeemable noncontrolling interests , with an offsetting adjustment to Additional paid-in capital - common stock .

In October 2022, the Co-Investor exercised the regular redemption right and the Company redeemed 738,185 Preference Shares for a total of $ 56 million, including $ 7 million of preferential dividends accrued through the redemption date.

Commensurate with the percentage of the then-outstanding Preference Shares redeemed, the Company derecognized $ 77 million (or 25 %) of the redeemable noncontrolling interest carrying value upon redemption.

The difference between the consideration paid to acquire the redeemed Preference Shares and the carrying amount of those Preference Shares is recorded to Additional paid-in capital - common stock in a manner similar to the Company’s treatment of dividends paid on preferred stock.

The Co-Investor informed the Company that they would not exercise the right to convert the Preference Shares into Tracker Shares upon IPO.

Upon this election, all outstanding Preference Shares, including all unpaid, accrued preferential dividends, became mandatorily redeemable in exchange for cash or a variable number of

As of both December 31, 2025 and December 31, 2024, there were 2,214,553 Preference Shares outstanding.

Upon completion of the IPO, the Preference Shares were reclassified in the consolidated balance sheets from Redeemable noncontrolling interests to Other long-term liabilities based on the fair value of the liability at the time of reclassification .

See Note 17, Other long-term liabilities for their carrying value.

D uring the years ended December 31, 2024 and 2023, the Company recorded net redeemable noncontrolling interest adjustments, representing the effect of foreign currency on the carrying amount and accrued dividends payable.

A portion of the net redeemable noncontrolling interest adjustments during the year ended December 31, 2024 represent the adjustments for the period prior to the IPO.

LINEAGE, INC.

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Notes to Consolidated Financial Statements

shares of the Company’s common stock.

As a result, upon completion of the IPO, the Preference Shares were reclassified in the consolidated balance sheets from Redeemable noncontrolling interests to Other long-term liabilities based on the fair value of the liability at the time of reclassification .

See Note 17, Other long-term liabilities for additional information.

During the years ended December 31, 2024, 2023, and 2022 , the Company recorded net redeemable noncontrolling inte rest adjustments, representing the effect of foreign currency on the carrying amount and accrued dividends payable.

A portion of the net redeemable noncontrolling interest adjustments during the year ended December 31, 2024 represent the adjustments for the period prior to the IPO.

As of December 31, 2023, there were 2,214,553 Preference Shares outstanding.

As of December 31, 2023, the ending redeemable noncontrolling interest balance of $ 221 million represented the maximum redemption value of the Preference Shares.

(k) Redeemable Noncontrolling Interests - Operating Subsidiaries

In April 2020, the Company acquired a controlling 50.8 % ownership in Flexible Automation Innovative Solutions NV (“FAIS”).

After five years from the purchase date, and up to fifteen years after the purchase date, the noncontrolling shareholders had the right to sell to the Company their shares at a fixed price in accordance with the purchase agreement.

In October 2022, the Company purchased the remaining noncontrolling shareholders’ interest in FAIS in a transaction that was separate from the put right described above.

As consideration for the acquisition of the noncontrolling shareholders’ interest, the Company issued a promissory note to the sellers, which the sellers assigned to BGLH in exchange for the issuance of BGLH equity interests in the amount of $ 10 million.

The fair value of the equity issued by BGLH was the price at which equity was issued to third-party investors in arms’ length transactions in connection with other BGLH capital raising activities.

The promissory note acquired by BGLH was contributed to the Company on the acquisition date.

FAIS is now a wholly owned subsidiary of the Company.

In August 2023, the Company acquired a 75.0 % ownership in Ha Noi Steel Pipe Joint Stock Company (“SK Logistics”) .

On September 30, 2025 or September 30, 2026, the noncontrolling shareholders have the right to sell the remaining 25.0 % of SK Logistics to the Company at a formulaic price based on certain financial metrics of SK Logistics in the preceding calendar year.

On each of September 30, 2025 and September 30, 2026, the noncontrolling shareholders have the right to sell the remaining 25.0 % of SK Logistics to the Company at a formulaic price based on certain financial metrics of SK Logistics in the preceding calendar year.

This right expires, if not exercised, on September 30, 2026.

The noncontrolling shareholders’ interests in FAIS represented, and the noncontrolling shareholders’ interests in SK Logistics continue to represent, redeemable noncontrolling interests in the Company and are presented within Redeemable noncontrolling interests in the consolidated balance sheets and consolidated statements of redeemable noncontrolling interests and equity.

Similar to the redeemable Operating Partnership Units described above, the Company accretes the changes in the redemption value of the redeemable noncontrolling interests over the period of issuance to the earliest redemption date and, if necessary, records an adjustment to the redeemable noncontrolling interest.

In November 2025, the Company entered into an agreement to purchase the noncontrolling shareholders’ shares in SK Logistics.

The agreement is expected to close in 2026, subject to regulatory approvals.

Until then, the noncontrolling shareholders’ interest remains redeemable.

The noncontrolling shareholders’ interests in SK Logistics are presented within Redeemable noncontrolling interests in the consolidated balance sheets and consolidated statements of redeemable noncontrolling interests and equity.

The Company accretes the changes in the redemption value of the redeemable noncontrolling interests over the period of issuance to the earliest redemption date and, if necessary, records an adjustment to the redeemable noncontrolling interests.

The Company’s adjustments are recorded to Additional paid-in capital - common stock in the consolidated balance sheets and consolidated statements of redeemable noncontrolling interests and equity.

LINEAGE, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

In accordance with ASC 810, the value is adjusted to reflect the lower of the redemption value or the ASC 810 value, which represents the floor.

During the year ended December 31, 2025, previously recorded accretion of $ 4 million was reversed to reflect a decline in redemption value to its ASC 810 value.

Below is a summary of all activity for the Company’s redeemable noncontrolling interests during the years ended December 31, 2025, 2024, and 2023, which are discussed in further detail above.

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Balance as of December 31, 2022 $ 85 $ 213 $ — $ 298

Operating Partnership units issued in acquisitions 7 — — 7

Purchase of redeemable noncontrolling interests — — ( 10 ) ( 10 )

Partial redemption of convertible redeemable noncontrolling interests — ( 77 ) — ( 77 )

Redeemable noncontrolling interest adjustment — ( 18 ) — ( 18 )

Accretion of redeemable noncontrolling interests 34 — — 34

Net income (loss) — — 1 1

Balance as of December 31, 2022 85 213 — 298

Noncontrolling interests acquired in business combinations — — 7 7

Redeemable noncontrolling interest adjustment — 8 — 8

Accretion of redeemable noncontrolling interests 35 — 1 36

Redeemable noncontrolling interest redemption value adjustment 35 8 1 44

Balance as of December 31, 2023 120 221 8 349

3 unchanged sentences

Expiration of redemption option ( 92 ) — — ( 92 )

Redeemable noncontrolling interest adjustment — 8 — 8

Accretion of redeemable noncontrolling interests 12 — 3 15

Redeemable noncontrolling interest redemption value adjustment 12 8 3 23

Net income (loss) ( 1 ) — — ( 1 )

Balance as of December 31, 2024 32 — 11 43

Redemption of redeemable noncontrolling interests ( 28 ) — — ( 28 )

Expiration of redemption option ( 6 ) — — ( 6 )

Redeemable noncontrolling interest redemption value adjustment 2 — ( 4 ) ( 2 )

Balance as of December 31, 2025 $ — $ — $ 7 $ 7

LINEAGE, INC.

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Distributions ( 56 ) ( 1 ) — — ( 57 )

Stock-based compensation — — 8 — 8

Other comprehensive income (loss) ( 3 ) — — — ( 3 )

Redemption of units issued as stock compensation — — ( 1 ) — ( 1 )

Net income (loss) ( 9 ) 2 ( 7 ) — ( 14 )

Reallocation of noncontrolling interests 112 — — — 112

Balance as of December 31, 2022 608 21 12 — 641

Contributions from noncontrolling interests 2 — — — 2

Distributions ( 56 ) ( 1 ) — — ( 57 )

Operating Partnership units issued in acquisitions 2 — — — 2

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Balance as of December 31, 2023 598 15 9 — 622

Distributions ( 47 ) ( 1 ) — ( 2 ) ( 50 )

Distributions ($ 0.91 per OP Unit and OPEU)

( 47 ) ( 1 ) — ( 2 ) ( 50 )

Stock-based compensation 35 — 4 — 39

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Balance as of December 31, 2024 944 14 — 55 1,013

Distributions ($ 2.11 per OP Unit and OPEU)

( 51 ) ( 1 ) — ( 3 ) ( 55 )

Stock-based compensation 48 — — — 48

Other comprehensive income (loss) 20 — — 1 21

Expiration of redemption option 6 — — — 6

Net income (loss) ( 12 ) ( 1 ) — — ( 13 )

Reallocation of noncontrolling interests ( 20 ) — — — ( 20 )

OP Units reclassification ( 10 ) — — — ( 10 )

Balance as of December 31, 2025 $ 925 $ 12 $ — $ 53 $ 990

In the tables above, for the period after the IPO and Formation Transactions, Operating Partnership Units include Partnership common units, Legacy OP Units, and LTIP Units held by Non-Company LPs.

For the period before the IPO and Formation Transactions, Operating Partnership Units include Class A, Class B, and Class C units of the Operating Partnership held by Non-Company LPs.

For the period before the IPO and Formation Transactions, Operating Partnership Units include Class A, Class B, and Class C units of the Operating Partnership held by Non-Company LPs and BG Cold.

LINEAGE, INC.

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Dividends and Distributions

The following table summarizes dividends declared to common stockholders during fiscal 2024.

The following table summarizes dividends declared to common stockholders during the years ended December 31, 2025 and 2024.

Quarter Ended Record Date Payment Date Dividend per Common Share Dividend Payment (in millions)

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December 31, 2024 December 31, 2024 January 21, 2025 $ 0.5275 $ 120

__________________

March 31, 2025 March 31, 2025 April 21, 2025 $ 0.5275 $ 120

June 30, 2025 June 30, 2025 July 21, 2025 $ 0.5275 $ 121

September 30, 2025 September 30, 2025 October 21, 2025 $ 0.5275 $ 120

December 31, 2025 December 31, 2025 January 21, 2026 $ 0.5275 $ 120

(1) 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.

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The Operating Partnership also makes tax payments on behalf of its partners, which constitute additional insignificant distributions.

The Operating Partnership, as managing member of LLH, authorized LLH to make distributions to the holders of common units in LLH and OPEUs.

As further described in Note 18, Stock-based compensation , RSUs accrue dividend equivalents as the Company declares dividends on its common stock, and upon the vesting of the RSUs, the plan participant receives the dividend payment.

In the consolidated balance sheets as of December 31, 2024, all unpaid dividend and distribution amounts which will be paid within one year are included in Accrued dividends and distributions, and all unpaid dividend and distribution amounts which will be paid in more than one year are included within Other long-term liabilities.

The only amounts which will be payable in more than one year are those payable with respect to dividend equivalents which vest in more than one year.

In the consolidated balance sheets as of December 31, 2023, all unpaid dividend and distribution amounts are included in Accrued dividends and distributions.

Intercompany distributions from LLH to the Operating Partnership and from the Operating Partnership to Lineage, Inc.

are eliminated in consolidation.

In connection with the Formation Transactions, the Company executed a put option agreement, which provides special redemption rights and top-up rights, each as defined below, that mirror the rights of certain classes of BGLH equity interests (the “Put Options”).

Pursuant to the Put Options, BGLH has the right to either:

The Operating Partnership, as managing member of LLH, authorized LLH to make distributions to the Operating Partnership and to the holders of OPEUs.

Additionally, RSUs accrue dividend equivalents as the Company declares dividends on its common stock, and upon the vesting of the RSUs, the plan participant receives the dividend payment.

In the consolidated balance sheets as of December 31, 2025 and December 31, 2024, all unpaid dividend and distribution amounts which will be paid within one year are included in Accrued dividends and distributions, and all unpaid dividend and distribution amounts which will be paid in more than one year are included within Other long-term liabilities.

The only amounts which will be payable in more than one year are those payable with respect to dividend equivalents for RSUs which vest in more than one year.

In connection with the Formation Transactions, the Company executed a put option agreement, which provided special redemption rights and top-up rights, each as defined below, that mirrored the rights of certain classes of BGLH equity interests (the “Put Options”).

Pursuant to the Put Options, BGLH had the right to either:

– Distribute, in various installments from September 2024 through December 2025 (the “Put Option Exercise Window”) up to 2,036,738 shares of the Company’s common stock held by BGLH to certain holders of BGLH equity interests, and these holders then have the individual right to cause the Company to purchase any or all of these shares for an amount equal to a contractual guaranteed minimum price or, in some cases, if greater, the then-current fair market value of the shares of the Company’s common stock as of a specified date.

– In some cases, demand a top-up through a cash payment or through the issuance of additional shares of the Company’s common stock in exchange for no proceeds, or any combination thereof, in an amount equal to the amount by which the contractual guaranteed minimum price exceeds the then-then current fair market value of shares of the Company’s common stock at specified times during the Put Option Exercise Window.

The contractual guaranteed minimum price will be reduced by any distributions received by the holders of the BGLH equity interests, which are paid by BGLH using funds received by BGLH from payments of dividends by the Company.

The Company has assessed the Put Options as freestanding financial instruments which are classified as liabilities under ASC 480, because the Put Options represent written put options on the Company’s common stock which may be net cash settled or net share settled.

Upon the execution of the put option agreement, the Company recorded liabilities for the Put Options based on fair value, with an offsetting charge to Retained earnings (accumulated deficit) in the consolidated balance sheets and consolidated statements of redeemable noncontrolling interests and equity during the year ended December 31, 2024.

Since the Put Option Exercise Window for all remaining Put Options is within one year of the

– In some cases, demand a top-up through a cash payment or through the issuance of additional shares of the Company’s common stock in exchange for no proceeds, or any combination thereof, in an amount equal to the amount by which the contractual guaranteed minimum price exceeds the then current fair market value of shares of the Company’s common stock at specified times during the Put Option Exercise Window.

The Company assessed the Put Options as freestanding financial instruments which were classified as liabilities under ASC 480, because the Put Options represented written put options on the Company’s common stock which could be net cash settled or net share settled.

LINEAGE, INC.

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Notes to Consolidated Financial Statements

balance sheet date, the associated liabilities are recorded in Accounts payable and accrued liabilities in the consolidated balance sheets.

The Company calculates the fair value of the Put Options utilizing a Monte Carlo simulation to estimate the ultimate Company obligation during the Put Option Exercise Window.

For each simulated path, the market price of the shares of the Company’s common stock relative to the contractual guaranteed minimum price is estimated during the Put Option Exercise Window, which determines the Company’s obligation under each Put Option.

The fair value of the Put Options is the average discounted obligation across all simulation paths.

The Company remeasures this liability at fair value on a recurring basis, as described in Note 13, Fair value measurements , and adjustments to the fair value are recorded within Other nonoperating income (expense), net in the consolidated statements of operations and comprehensive income (loss).

On November 4, 2024, a Put Option with an Exercise Window of September 1, 2024 to October 16, 2024 was settled.

As a result of this settlement, the Company repurchased 221,821 shares of its common stock in exchange for cash payment of $ 26 million.

The Company also made a top-up payment in cash of $ 1 million with respect to 28,854 shares of its common stock.

There are no further redemption or top-up payment rights associated with this Put Option.

On December 18, 2024, a Put Option with an Exercise Window of November 1, 2024 to December 16, 2024 was settled.

As a result of this settlement, the Company made a top-up payment in cash of $ 17 million, which equaled the excess of the contractual guaranteed minimum price over the then-current fair market value of 551,703 shares of the Company’s common stock.

This Put Option did not contain redemption rights and no further top-up rights exist related to this Put Option.

In connection with these settlements, the top-up payments and the excess of the repurchase proceeds over the fair market value of the Company’s common shares were recorded as a reduction of the Put Option liability included within Accounts payable and accrued liabilities in the consolidated balance sheets.

The repurchase proceeds which were not in excess of the fair market value of the Company’s common shares were recorded as reductions to common stock and Additional paid-in capital - common stock in the consolidated balance sheets and consolidated statements of redeemable noncontrolling interests and equity.

A summary of the remaining outstanding Put Options, by Put Option Exercise Window, as of December 31, 2024 is as follows:

(dollars in millions) Shares subject to Put Option Liability Intrinsic Value Maximum Redemption Value

December 31, 2024.

The associated liabilities were recorded in Accounts payable and accrued liabilities in the consolidated balance sheets.

The Company calculated the fair value of the Put Options utilizing a Monte Carlo simulation to estimate the ultimate Company obligation during the Put Option Exercise Window.

For each simulated path, the market price of the shares of the Company’s common stock relative to the contractual guaranteed minimum price was estimated during the Put Option Exercise Window, which determined the Company’s obligation under each Put Option.

The fair value of the Put Options was the average discounted obligation across all simulation paths.

The Company remeasured this liability at fair value on a recurring basis until settlement, and adjustments to the fair value were recorded within Acquisition, transaction, and other expense in the consolidated statements of operations and comprehensive income (loss).

The following table includes a rollforward of the Put Options classified as Level 3 in the fair value hierarchy.

(in millions) Put Options

Balance as of December 31, 2023 $ —

Issuance of Put Options 103

Fair value adjustments 31

Settlement of Put Options ( 27 )

Balance as of December 31, 2024 107

Fair value adjustments 31

Unrealized foreign currency translation adjustment 6

Reclassification out of Level 3 ( 144 )

Balance as of December 31, 2025 $ —

All of the Put Options have been exercised and settled as of December 31, 2025, as outlined below by Exercise Window.

(in millions, except number of shares) Settlement Date Shares exercised Repurchase of Shares Top-Up Excess Above Fair Value Total Payment

September 1, 2024 to October 16, 2024 11/4/2024 250,675 $ 17 $ 1 $ 9 $ 27

November 1, 2024 to December 16, 2024 12/18/2024 — — 17 — 17

June 1, 2025 to June 6, 2025 8/5/2025 616,022 28 — 50 78

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Total 2,036,738 $ 93 $ 18 $ 153 $ 264

In the table above, intrinsic value represents the amount that would be paid as of December 31, 2024 to settle the Put Option.

Intrinsic value represents the excess of the contractual guaranteed minimum price over the fair market value of the Company’s common shares, each as defined in the put option agreement.

The maximum redemption value represents the maximum amount that the Company could be required to pay to redeem the associated shares, assuming the Company’s common shares had a fair value of $ 0 .

LINEAGE, INC.

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As of December 31, 2025, the Company had $ 1,517 million of remaining unsatisfied performance obligations from contracts with customers subject to a non-cancellable term and within contracts that have an original expected duration exceeding one year.

These obligations also do not include variable consideration beyond the non-cancellable term, which, due to the inability to quantify by estimate, is fully constrained.

These obligations also do not include variable consideration beyond the non-cancellable term, which is fully constrained because the amount cannot be reasonably estimated.

The Company expects to recognize 20.8 % of these remaining performance obligations as revenue over the next 12 months and the remaining 79.2 % to be recognized over a weighted average period of 9.4 years through 2043.

Accounts receivable balances related to contracts with customers were $ 785 million and $ 719 million as of December 31, 2025 and December 31, 2024 , respectively.

Deferred revenue balances related to contracts with customers wer e $ 81 m illion and $ 93 million as of December 31, 2024 and December 31, 2023 , respectively.

Substantially all revenue that was included in the deferred revenue balances at the beginning of 2024 and 2023 has been recognized as of December 31, 2024 and 2023, respectively, and represents revenue from the satisfaction of storage and handling services billed in advance.

Deferred revenue balances related to contracts with customers wer e $ 80 million and $ 81 million as of December 31, 2025 and December 31, 2024, respectively .

Substantially all revenue that was included in the deferred revenue balance at the beginning of 2025 and 2024 has been recognized as of December 31, 2025 and 2024, respectively, and represents revenue from the satisfaction of storage and handling services billed in advance.

LINEAGE, INC.

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2025 Business Combinations

The following acquisitions took place during the year ended December 31, 2024.

The initial accounting for the 2024 business combinations has been completed on a preliminary basis.

The primary areas of acquisition accounting that are not yet finalized relate to the valuation of all acquired real estate assets, intangible assets, and related income tax assets and liabilities.

The acquisitions described below took place during the year ended December 31, 2025.

The initial accounting for these business combinations has been completed on a preliminary basis.

The primary areas of acquisition accounting that are not yet finalized relate to the valuation of all acquired real estate assets, intangible assets, and related income tax assets and liabilities and opening net working capital.

The Company’s estimates and assumptions are subject to change during the measurement period, not to exceed one year from the acquisition date, and actual values may materially differ from the preliminary estimates.

The Company’s consolidated statements of operations and comprehensive income (loss), redeemable noncontrolling interests and equity, and cash flows include the results of operations for these acquired businesses since the date of acquisition for the year ended December 31, 2024.

There were no material measurement period adjustments during the year ended December 31, 2025.

Pro forma results of operations have not been presented because those effects of 2025 acquisitions, individually and in the aggregate, were not material to the Company’s consolidated results of operations.

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Notes to Consolidated Financial Statements

The following table summarizes the total consideration and the estimated fair value of the assets acquired and liabilities assumed for business combinations made by the Company in the current period, inclusive of any measurement period adjustments.

(in millions) Bellingham Cold Storage Other

Fair value of consideration transferred

Cash consideration (1)

Total consideration $ 119 $ 60

Recognized amounts of identifiable assets acquired and liabilities assumed

Cash and cash equivalents $ 6 $ 1

Accounts receivable, net, prepaid expenses, and other current assets 3 1

Property, plant, and equipment 102 47

Right-of-use assets and other non-current assets 10 1

Customer relationships (included in other intangible assets) 10 5

Accounts payable, accrued liabilities, and other current liabilities ( 5 ) ( 1 )

Lease obligations and other non-current liabilities ( 11 ) —

Deferred income tax liabilities — ( 3 )

Total identified net assets $ 115 $ 51

Goodwill $ 4 $ 9

(1) Cash consideration includes immaterial contingent consideration.

(a) Bellingham Cold Storage

On April 1, 2025, the Company purchased three warehouse campuses of Bellingham Cold Storage (“BCS”) through an asset purchase agreement.

BCS is a leading provider of temperature-controlled warehousing and logistics solutions.

The acquisition of the BCS assets allows the Company to expand its warehousing network in the Pacific Northwest and adds a footprint at the Port of Bellingham.

The goodwill associated with this acquisition is primarily attributable to the synergies and strategic benefits of strengthening the Company’s warehousing network offerings in the region and was allocated to the Company’s Global Warehousing segment.

The goodwill for income tax purposes is immaterial .

During the year ended December 31, 2025, the Company completed other business combinations to expand the Company’s growth and strengthen the Company’s warehousing network in Canada and Norway.

The goodwill associated with these acquisitions is primarily attributable to the synergies and strategic benefits provided by the expansion of the Company’s offerings in those regions and was allocated to the Company’s Global Warehousing segment.

2025 Real Estate Acquisitions

(a) Houston, Texas purchase option

On September 27, 2024, the Company provided notice to the lessor of its intention to exercise a purchase option contained in the lease agreement.

The purchase option was executed in April 2025 for $ 90 million.

LINEAGE, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(b) Tyson Foods

In April 2025, the Company entered into an agreement to acquire four cold storage warehouses and other related assets from Tyson Foods for $ 256 million in cash, which closed on June 2, 2025.

Additionally, concurrently with the closing of this transaction, the Company entered into an agreement to design, build, and operate two fully automated cold storage warehouses, with Tyson Foods as the anchor customer.

The expected cost to construct these new warehouses is included in the estimated construction commitments amount disclosed in Note 20, Commitments and contingencies .

2025 Divestiture

(a) Spain Transportation

On August 29, 2025, the Company, as part of its continued focus on profitability, divested Lineage Spain Transportation S.L.U.

(“Spain Transportation”), which represented substantially all of the Company’s transportation business in Spain.

The sale included immaterial cash consideration and certain contingent consideration, which was settled in December 2025 for $ 7 million.

Spain Transportation provides international food transport services covering Belgium, France, Germany, Italy, the Netherlands, Portugal, and the United Kingdom, and was included in the Integrated Solutions segment.

The Company recorded a loss on the divestiture of $ 55 million during the year ended December 31, 2025 included in Other nonoperating income (expense), net in the consolidated statements of operations and comprehensive income (loss).

2024 Business Combinations

The acquisitions described below took place during the year ended December 31, 2024.

All accounting for these business combinations is final.

There were no material measurement period adjustments during the year ended December 31, 2025.

Pro forma results of operations have not been presented because those effects of 2024 acquisitions, individually and in the aggregate, were not material to the Company’s consolidated results of operations.

LINEAGE, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

The following table summarizes the total consideration and the estimated fair value of the assets acquired and liabilities assumed for business combinations made by the Company during the year ended December 31, 2024, inclusive of any measurement period adjustments.

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2023 Business Combinations

The following acquisitions took place during the year ended December 31, 2023.

The acquisitions described below took place during the year ended December 31, 2023.

All accounting for these acquisitions is final.

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Pro forma results of operations have not been presented because the effects of 2023 acquisitions, individually and in the aggregate, were not material to the Company’s consolidated results of operations.

LINEAGE, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

The following table summarizes the total consideration and the estimated fair value of the assets acquired and liabilities assumed for business combinations made by the Company during the year ended December 31, 2023, inclusive of any measurement period adjustments.

(in millions) Burris 1

NOVA Coldstore Corp.

(in millions) Burris NOVA Coldstore Corp.

Fair value of consideration transferred

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Total $ 148 $ 86 $ 55

Recognized amounts of identifiable assets acquired and liabilities assumed

Cash and cash equivalents $ — $ 1 $ 1

Accounts receivable, net, prepaid expenses, and other current assets 14 1 4

Inventories 22 — —

Property, plant, and equipment 108 40 23

Customer relationships (included in other intangible assets) 10 21 18

Operating lease right-of-use assets, deferred income tax assets, and other assets 5 1 1

Accounts payable, accrued liabilities, and deferred revenue ( 11 ) — —

Operating lease obligations and deferred income tax liabilities ( 4 ) — ( 7 )

Long-term debt — — ( 3 )

Redeemable noncontrolling interest — — ( 7 )

Total identified net assets $ 144 $ 64 $ 30

Total identified net assets acquired $ 144 $ 64 $ 30

Goodwill $ 4 $ 22 $ 25

1 The measurement period adjustments were primarily related to accounts receivable, accounts payable, and goodwill and were not material.

On October 2, 2023, the Company acquired all of the outstanding equity of certain subsidiaries from Burris Logistics, as well as certain facilities and related assets (collectively, “Burris”) through an asset purchase agreement.

The Burris assets include eight facilities in Lakeland, Florida;

The Burris assets include eight warehouses in Lakeland, Florida;

Jacksonville, Florida;

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The cash consideration transferred was immaterial .

Erweda BV was included in the Global Integrated Solutions segment and remains a supplier for the Company’s food sales business.

During year ended December 31, 2023, the Company recognized a net loss on sale of Erweda BV of $ 21 million, included in Other nonoperating income (expense), net on the consolidated statements of operations and comprehensive income (loss) and derecognized noncontrolling interests in the amount of $ 4 million.

2023 Real Estate Acquisitions

During the year ended December 31, 2023 , the Company ac quired one p roperty in Chistchurch, New Zealand, qualifying as an asset acquisition under ASC 805 , Business Combinations , for total cash consideration of $ 13 million .

2022 Business Combinations

The following acquisitions took place during the year ended December 31, 2022.

All accounting for these acquisitions is final.

The consolidated statements of operations and comprehensive income (loss), redeemable noncontrolling interests and equity, and cash flows include the results of operations for these acquired businesses since the date of acquisition for the years ended December 31, 2024, 2023, and 2022.

Pro forma results of operations have not been presented because the effects of 2022 acquisitions, individually and in the aggregate, were not material to the Company’s consolidated results of operations.

LINEAGE, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(in millions) MTC Logistics Mandai Link Turvo VersaCold Transportes Fuentes Group Other

Fair value of consideration transferred

Cash consideration $ 157 $ 89 $ 155 $ 1,078 $ 76 $ 155

Issuance of equity 26 — 55 — 14 1

Contingent consideration — — — 22 — 8

Total $ 183 $ 89 $ 210 $ 1,100 $ 90 $ 164

Total identified net assets acquired $ 150 $ 58 $ 40 $ 823 $ 60 $ 126

Goodwill $ 33 $ 31 $ 170 $ 277 $ 30 $ 38

(a) MTC Logistics

On March 1, 2022, the Company acquired all the outstanding equity interests of MTC Logistics through an asset purchase agreement.

MTC Logistics is a provider of warehousing services including cold storage, blast freezing, import/export transportation, and drayage through its four facilities in Maryland, Delaware, and Alabama.

In connection with the transaction described above, Lineage OP issued equity interests to the sellers in the amount of $ 26 million as consideration for certain of the equity interests in MTC Logistics.

The fair value of the equity issued by Lineage OP was the price at which equity was issued to third-party investors in arms’ length transactions in connection with other Lineage OP capital raising activities.

The goodwill associated with this acquisition was primarily attributable to the strategic benefits provided by MTC Logistics’ strong presence in key ports along the U.S.

East and Gulf coasts.

The goodwill was allocated to the Company’s Global Warehousing and Global Integrated Solutions segments.

Of the total $ 33 million of goodwill associated with this acquisition, $ 6 million is amortizable for income tax purposes.

(b) Mandai Link

On April 29, 2022, the Company acquired all the outstanding equity interests of Mandai Link Logistics Pt.

Ltd., through the acquisition of the equity interests of its parent corporation Pin Corporation Pte.

Ltd., and its affiliate LinkRich (S) Pte.

(collectively, “Mandai Link”).

Mandai Link is a provider of refrigerated food distribution services, including logistic and cold storage warehousing in Singapore.

The goodwill associated with this acquisition was primarily attributable to the Company’s market entry into Singapore where Mandai Link is a market leader, strengthening the Company’s presence in South East Asia and providing a platform for growth across the region.

The goodwill was allocated to the Company’s Global Warehousing and Global Integrated Solutions segments and is not amortizable for income tax purposes.

On June 1, 2022, the Company acquired all the outstanding equity interests of Turvo, Inc.

(together with its subsidiaries, “Turvo”).

Turvo is a software developer that specializes in providing a real-time, collaborative logistics platform that connects shippers, logistics providers, carriers, and other parties across the supply chain through cloud-based software and mobile applications.

In connection with the transaction described above, BGLH issued equity interests to the sellers in the amount of $ 55 million as consideration for certain of the equity interests in Turvo.

The fair value of the equity issued by BGLH was the price at which equity was issued to third-party investors in arms’ length transactions in

LINEAGE, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

connection with other BGLH capital raising activities.

The equity interests were contributed to the Company on the acquisition date.

The goodwill associated with this acquisition was primarily attributable to the strategic opportunities to both enhance the integration of Turvo’s software into Lineage’s transportation management service offerings provided to existing customers and expand into new and adjacent markets under the Turvo brand name, as well as its assembled workforce.

The goodwill was recorded within the Company’s Global Integrated Solutions segment and is not amortizable for income tax purposes.

(d) VersaCold

On August 2, 2022, the Company acquired all the outstanding equity interests of VersaCold GP Inc., 1309266 BC ULC and VersaCold Acquireco, L.P.

Updates Relating to Prior Period Acquisitions

(a) On August 2, 2022, the Company acquired all the outstanding equity interests of VersaCold GP Inc., 1309266 BC ULC and VersaCold Acquireco, L.P.

and its subsidiaries, including the operating entity VersaCold Logistics Services (collectively “VersaCold”).

VersaCold is a leading cold chain solution provider in Canada that operates 24 temperature-controlled facilities across nine provinces.

Its strategically-positioned network includes properties in Canada’s most populous metropolitan markets, including Toronto, Calgary, Vancouver, Edmonton, and Montreal.

VersaCold also runs an inbound and outbound transportation business out of nine terminals across Canada, providing customers an integrated, coast-to-coast logistics solution.

Included in cash consideration transferred was a $ 46 million liability assumed by the Company to be paid to the Canadian Revenue Agency (“CRA”) on behalf of the sellers.

The Company paid $ 37 million to the CRA during the year ended December 31, 2024.

The amount owed to the CRA was $ 4 million and $ 41 million as of December 31, 2024 and December 31, 2023, respectively, and is included in Accounts payable and accrued liabilities in the consolidated balance sheets.

The acquisition includes a contingent consideration arrangement that requires additional cash consideration payment of up to $ 75 million CAD based on earnings before interest, taxes, depreciation, and amortization (“EBITDA”) of VersaCold during the calendar year ended December 31, 2022.

The fair value of the contingent consideration recognized on the acquisition date of $ 22 million USD was estimated by applying a Monte Carlo simulation approach.

That measure is based on significant Level 3 inputs not observable in the market.

Key assumptions include (1) discount rate, (2) credit spread, and (3) forecasted EBITDA.

Based on the actual EBITDA results of VersaCold during the year ended December 31, 2022, the Company made the final payout of $ 21 million on May 24, 2023.

Upon acquisition, the Company recognized gross deferred tax liabilities in the amount of $ 70 million and gross deferred tax assets in the amount of $ 18 million, primarily resulting from outside basis difference in the partnership interests acquired.

Based on the judgment of management, the Company has concluded that it is more likely than not that the deferred tax assets will not be realized and, accordingly, have recorded a full valuation allowance as of the date of acquisition.

The goodwill associated with this acquisition was primarily attributable to the strategic benefits of expansion into key markets across Canada, more efficient cross-border transportation solutions, and an assembled workforce of more than 2,600 employees.

The goodwill was allocated to the Company’s Global Warehousing and Global Integrated Solutions segments and is not amortizable for income tax purposes.

(e) Transportes Fuentes Group

On September 1, 2022, the Company acquired all the outstanding equity interests of Transportes Agustín Fuentes e Hijos, S.L.U.

(together with its subsidiary, “Transportes Fuentes Group”).

Headquartered in Murcia, Spain, Transportes Fuentes Group operates a fleet of over 500 vehicles and trailers, six logistics centers, a cold storage warehouse in Spain, and value-added services supporting those facilities.

Transportes Fuentes Group provides international food transport services covering Belgium, France, Germany, Italy, the Netherlands, Portugal, and the United Kingdom.

It is also a founding member of Reefer Terminal, a strategic partnership to create an intermodal transportation platform combining road and rail cold storage transport services.

LINEAGE, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

In connection with the transaction described above, the Company issued a promissory note to the seller, which the seller assigned to BGLH in exchange for the issuance of BGLH equity interests to the seller in the amount of $ 14 million.

The fair value of the equity issued by BGLH was the price at which equity was issued to third-party investors in arms’ length transactions in connection with other BGLH capital raising activities.

The promissory note acquired by BGLH was contributed to the Company on the acquisition date in exchange for issuance of common stock to BGLH, which is included in Common stock issued in acquisitions in the consolidated statements of redeemable noncontrolling interests and equity.

The goodwill associated with this acquisition is primarily attributable to the strategic opportunities to expand its operations within Spain and enhance the Company’s end-to-end supply chain services for customers across Europe.

The goodwill was allocated to the Company’s Global Warehousing and Global Integrated Solutions segments and is not amortizable for income tax purposes.

At acquisition, the Company established a liability of $ 7 million for uncertain tax positions of Transportes Fuentes Group.

During the year ended December 31, 2023, the Company released the uncertain tax positions liability and the related indemnification asset due to the change in its assessment that the position is not more-likely-than-not to be sustained, which was based on recent tax rulings issued by the applicable local authorities.

(f) Other Business Combinations

During the year ended December 31, 2022, the Company completed other business combinations to expand the Company’s growth and strengthening of the Company’s end-to-end logistics solution offerings in the respective regions.

2022 Real Estate Acquisitions

During the year ended December 31, 2022 , the Company ac quired one p roperty in Logan Township, New Jersey, qualifying as an asset acquisition under ASC 805 , Business Combinations , for total cash consideration of $ 50 million .

Updates Related to Prior Period Acquisitions

(a) Iowa Cold Storage, LLC

During the year ended December 31, 2022, the Company transferred total consideration of $ 13 million to settle a contingent consideration arrangement for the 2019 acquisition of substantially all of the assets of Iowa Cold Storage, LLC.

(b) H&S Coldstores Holding B.V.

During the year ended December 31, 2023, the Company transferred cash consideration of $ 8 million to settle a contingent consideration arrangement for the 2022 acquisition of H&S Coldstores Holding B.V.

Included in cash consideration transferred was a liability assumed by the Company to be paid to the Canadian Revenue Agency (“CRA”) on behalf of the sellers.

During the years ended December 31, 2025 and 2024, the Company paid $ 3 million and $ 37 million to the CRA, respectively.

None was paid during the year ended December 31, 2023.

The amount owed to the CRA was $ 1 million and $ 4 million as of December 31, 2025 and December 31, 2024, respectively, and is presented in Accounts payable and accrued liabilities in the consolidated balance sheets.

LINEAGE, INC.

10 unchanged sentences

Gross property, plant, and equipment 14,309 13,085

Less accumulated depreciation ( 2,854 ) ( 2,266 )

Accumulated depreciation ( 3,544 ) ( 2,854 )

Construction in progress 573 396

Property, plant, and equipment, net $ 11,338 $ 10,627

For the years ended December 31, 2024, 2023, and 2022, the Company recorded impairment charges of $ 35 million, $ 2 million, and $ 1 million, respectively.

In 2024 the charges primarily related to losses from the warehouse fire in Kennewick, Washington (refer to Note 20, Commitments and contingencies for details).

Impairment charges are included in Restructuring, impairment, and (gain) loss on disposals in the consolidated statements of operations and comprehensive income (loss).

For the years ended December 31, 2025, 2024 and 2023, the Company recorded impairment charges related to property, plant, and equipment of $ 4 million, $ 35 million and $ 2 million, respectively.

Of the 2024 impairment charges, $ 25 million was related to losses from the warehouse fire in Kennewick, Washington (refer to Note 20, Commitments and contingencies for details).

In December 2025, the Company sold a building and certain related assets in the U.S.

for $ 60 million and recognized a gain on sale of $ 27 million.

Impairment charges and the gain on sale of assets are included in Restructuring, impairment, and (gain) loss on disposals in the consolidated statements of operations and comprehensive income (loss).

LINEAGE, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(6) Goodwill and other intangible assets, net

1 unchanged sentence

(in millions) Global Warehousing Global Integrated Solutions Total

Balance, December 31, 2022 $ 2,678 $ 627 $ 3,305

Balance as of December 31, 2023 $ 2,750 $ 644 $ 3,394

Goodwill acquired (1)

Divestiture 1

— ( 6 ) ( 6 )

Measurement period adjustments ( 10 ) ( 1 ) ( 11 )

Foreign currency translation ( 96 ) ( 13 ) ( 109 )

Balance, December 31, 2023 2,750 644 3,394

Balance as of December 31, 2024 2,704 634 3,338

Goodwill acquired (1)

Measurement period adjustments for current year acquisitions ( 10 ) ( 1 ) ( 11 )

Foreign currency translation ( 96 ) ( 13 ) ( 109 )

Balance, December 31, 2024 $ 2,704 $ 634 $ 3,338

__________________

Measurement period adjustments (2)

Impairment ( 20 ) ( 28 ) ( 48 )

Foreign currency translation and other 139 22 161

Balance as of December 31, 2025 $ 2,838 $ 628 $ 3,466

(1) See Note 4, Business combinations, asset acquisitions, and divestitures for details.

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

The Company reassigned carrying values of goodwill to the new reporting units using the relative fair value allocation approach as of March 31, 2023.

The Company tested goodwill for impairment before and after the change, noting no impairment identified.

The reporting units’ fair values were estimated using a combination of the income approach and the market approach.

The goodwill allocation and the tests for impairment of goodwill required the Company to make several estimates, including projected future cash flows, capital requirements, and discount rates, to

(2) Primarily related to BCS and ColdPoint Logistics.

Goodwill is tested for impairment on an annual basis as of October 1 consisting of a qualitative assessment on all reporting units considering factors such as market conditions, valuations of recent business combinations of the Company, and internal forecasts.

Interim testing is performed if events or circumstances indicate that it is more‑likely‑than‑not that a reporting unit’s fair value is below its carrying amount.

2025 Impairment Testing (Interim and Annual)

In 2025, the Company identified a triggering event during the third quarter due to the sale of Spain Transportation (see Note 4, Business combinations, asset acquisitions, and divestitures ).

The Company determined that the impacted reporting unit more likely than not had a fair value below its carrying value.

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, after considering an increase in the risk free interest rate and overall market decline, the Company determined that a 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, as it more likely than not had a fair value below its carrying value.

For both the interim and annual quantitative assessments, fair value was estimated using an equally weighted income and market approach, specifically, the discounted cash flow method and the guideline public company method.

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

These analyses required significant judgments regarding projected long‑term revenue growth, EBITDA (defined as earnings before interest, taxes, depreciation, and amortization) margins, capital requirements, and discount rates, all of which represent Level 3 unobservable inputs in the fair value hierarchy.

Other inputs included market EBITDA multiples, which are based on publicly available data of similar companies.

Significant increases or decreases in these projections, which have a net impact on the estimated cash flows, would have resulted in significantly lower or higher fair value measurement.

LINEAGE, INC.

1 unchanged sentence

Notes to Consolidated Financial Statements

determine the fair value of the goodwill reporting units.

The quantitative analysis showed that the fair value of each reporting unit exceeded its respective carrying value as of March 31, 2023.

The Company performed its annual goodwill impairment test in the fourth quarter of 2024 and 2023, consisting of a qualitative assessment, which considered factors such as market conditions, valuations of recent business combinations of the Company, and internal forecasts.

For 2023, no qualitative factors indicated that it was not more likely than not that the fair values of its reporting units were less than their respective carrying values.

For 2024, after considering internal forecasts and the customer relationships intangible asset impairments discussed below, the Company performed a further quantitative assessment for two of its reporting units.

These two reporting units’ fair values were estimated using a combination of equally weighted income approach and market approach, which required the Company to make several estimates, including projected future revenue growth, projected future EBITDA margin, capital requirements, and discount rates.

The quantitative assessments indicated that it was more likely than not the fair value of each reporting unit exceeded its carrying value.

As such, no goodwill impairment has been recorded as of December 31, 2024 and 2023.

The following are the Company’s total other intangible assets as of:

Based on the results of the quantitative assessments, the Company recorded goodwill impairments of $ 28 million in the third quarter of 2025 and $ 20 million in the fourth quarter of 2025, which are presented in Goodwill impairment on the consolidated statements of operations and comprehensive income (loss).

The remaining carrying values of goodwill for the reporting unit within the Global Integrated Solutions segment and the reporting unit within the Global Warehousing segment were $ 130 million and $ 1,257 million, respectively, as of the dates of their assessments.

2024 Annual Impairment Testing

In connection with the annual goodwill impairment test performed as of October 1, 2024, the Company determined that a further quantitative assessment was required on two reporting units after considering internal forecasts and the customer relationships intangible asset impairments discussed below.

Fair value for these reporting units was estimated using the same income and market approaches and Level 3 inputs described above.

The quantitative assessments indicated that the fair value of each reporting unit exceeded its carrying amount, and therefore no goodwill impairments were recognized for the year ended December 31, 2024.

Other Intangible Assets

The following are the Company’s total other intangible assets:

December 31, 2025 December 31, 2024

3 unchanged sentences

Technology 32 ( 12 ) 20 32 ( 8 ) 24 10

Trade names 9 ( 7 ) 2 24 ( 21 ) 3 1 - 15

Assembled workforce 9 ( 3 ) 6 1 ( 1 ) — 3 - 5

Other 28 ( 23 ) 5 26 ( 18 ) 8 1 - 17

2 unchanged sentences

During the years ended December 31, 2025, 2024, and 2023, the Company recorded $ 115 million, $ 116 million, and $ 115 million, respectively, of amortization of intangible assets within Amortization expense in the consolidated statements of operations and comprehensive income (loss).

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

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

1 unchanged sentence

Fair values were then estimated using an income approach, specifically the discounted cash flow analysis, resulting in an impairment loss of $ 63 million .

During the fourth quarter of 2023 , the Company recorded an impairment loss of $ 7 million on its indefinite-lived trade name , as the Company no longer planned to utilize this trade name indefinitely.

The trade name has been reclassified to definite-lived as of December 31, 2023 .

To perform the quantitative impairment test, the Company estimated the fair value of the asset using the income approach based on discounted future cash flows.

Impairment losses are included in Restructuring, impairment, and (gain) loss on disposals in the consolidated statements of operations and comprehensive income (loss).

Customer relationships intangible assets acquired during the year ended December 31, 2024 have an estimated weighted-average amortization period of 11 years.

During the fourth quarter of 2023, the Company recorded an impairment loss of $ 7 million on its other intangible assets based on a change in the Company’s plans to use the asset.

Impairment losses for intangible assets are included in Restructuring, impairment, and (gain) loss on disposals in the consolidated statements of operations and comprehensive income (loss).

Customer relationships and assembled workforce acquired during the year ended December 31, 2025 have a weighted-average amortization period of 10 years and 3 years, respectively.

LINEAGE, INC.

8 unchanged sentences

The Company has certain investments with beneficial ownership interests of less than 20% that are accounted for under the equity method, as the Company's beneficial ownership interests in these entities are similar to partnership interests.

The carrying values of the Company's investments accounted for under the equity method as of December 31, 2024 and 2023 were as follows:

The carrying values of the Company's investments accounted for under the equity method were as follows:

(in millions) December 31, 2025 December 31, 2024

4 unchanged sentences

The Company acquired a 10.0 % interest in Emergent Cold LatAm Holdings, LLC (“LatAm”) in July 2021.

Due to additional LatAm capital raising activities that have occurred since, the Company’s ownership percentage was 8.8 % and 9.0 % as of December 31, 2024 and 2023, respectively.

Due to additional LatAm capital raising activities that have occurred since, the Company’s ownership percentage was 8.8 % as of both December 31, 2025 and 2024.

LatAm is organized in the Cayman Islands.

1 unchanged sentence

The Company has invested a total of $ 99 million in LatAm to date, of which the Company invested $ 9 million, $ 20 million, and $ 31 million during the years ended December 31, 2025, 2024, and 2023, respectively.

The Company has an option to purchase the remaining equity interests in LatAm during a period beginning on the third anniversary and expiring on the sixth anniversary of its initial investment date, which was July 2021.

The Company has an option to purchase the remaining equity interests in LatAm until July 2027.

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

5 unchanged sentences

Other current assets 53 39

Deferred equity raise costs — 9

Prepaid expenses and other current assets $ 132 $ 97

22 unchanged sentences

Subtotal ( 16 ) ( 105 ) ( 58 )

Income tax expense (benefit) $ ( 89 ) $ ( 14 ) $ 6

Total tax expense (benefit):

– Federal 8 ( 47 ) 3

– State 3 ( 8 ) —

Foreign ( 13 ) ( 34 ) ( 17 )

Total Income tax expense (benefit) $ ( 2 ) $ ( 89 ) $ ( 14 )

LINEAGE, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Income tax expense (benefit) attributable to net income (loss) before income taxes differs from the amounts computed by applying the U.S.

statutory federal income tax rate of 21% to Net income (loss) before income taxes.

The reconciliation between these amounts is as follows for the years ended December 31:

The Company adopted ASU 2023-09 for the year ended December 31, 2025 on a prospective basis.

The reconciliation for the year ended December 31, 2025 is as follows:

(in millions) $ %

federal statutory income tax rate $ ( 24 ) 21 %

Domestic federal

Tax credits ( 4 ) 3

Nontaxable and nondeductible items:

Nontaxable US REIT income ( 11 ) 10

Nondeductible stock compensation 6 ( 5 )

Other 2 ( 2 )

Changes in valuation allowance 1 ( 1 )

Other 3 ( 3 )

Domestic state and local income taxes, net of federal effect (1)

Foreign tax effects

Australia 5 ( 4 )

Denmark 5 ( 4 )

Foreign income taxed at rates other than 21% ( 5 ) 4

Nondeductible goodwill impairment 6 ( 5 )

Nondeductible accrued interest expense 4 ( 3 )

Other ( 3 ) 3

Nondeductible loss on divestiture 15 ( 13 )

Other ( 4 ) 3

Other foreign jurisdictions 1 ( 1 )

Total $ ( 2 ) 2 %

(1) The state and local income taxes associated with Tex as, California, and Oregon made up the majority of the tax effect in this line.

LINEAGE, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the years ended December 31, 2024 and 2023, the reconciliations are as follows:

(in millions) 2024 2023

Net income (loss) before income taxes $ ( 840 ) $ ( 110 )

11 unchanged sentences

Income tax expense (benefit) $ ( 89 ) $ ( 14 )

LINEAGE, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Deferred income taxes

17 unchanged sentences

Net deferred tax assets/(liabilities) $ ( 257 ) $ ( 255 )

LINEAGE, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

The net deferred tax liability above is presented in the consolidated balance sheets as follows:

3 unchanged sentences

Net deferred tax liabilities included within deferred income tax liability ( 303 ) ( 304 )

Total net deferred tax assets and liabilities $ ( 255 ) $ ( 360 )

Total net deferred tax liabilities $ ( 257 ) $ ( 255 )

As of December 31, 2025, there were operating loss carryforwards of $ 629 million related to U.S., state, and foreign net operating losses, of which $ 363 million do not expire and the remaining expire, if not utilized, from 2026 to 2045.

5 unchanged sentences

The amount of the deferred tax asset considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carryforward period are reduced.

There is a reasonable possibility that within the next twelve months, sufficient positive or negative evidence may become available to allow the Company to reach a conclusion that would warrant a change in the Company’s valuation allowance positions, and any related changes will be recorded in the period such a determination is made.

LINEAGE, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

It is reasonably possible that Company’s valuation allowance positions may change within the next twelve months, and any related changes would be recorded in the period such a determination is made.

The valuation allowance for deferred tax assets as of December 31, 2025 and 2024 was $ 49 million and $ 42 million , respectively.

The change in valuation allowance was primarily related to certain U.S.

and Australia deferred tax assets that changed as a result of internal restructurings.

The change in valuation allowance was primarily related to certain U.S., Germany, and Australia deferred tax assets that changed as a result of current year activity.

During the year ended December 31, 2024, the Company released a valuation allowance established on deferred tax assets attributable to existing net operating losses carryforwards and tax credits in the U.S., resulting in an income tax benefit of $ 24 million, recorded in Deferred income tax liability on the consolidated balance sheets.

3 unchanged sentences

(in millions) 2025 2024 2023

Total uncertain tax positions at January 1 $ 9 $ 18 $ 11

Total uncertain tax positions as of January 1 $ 11 $ 9 $ 18

Increases related to positions taken in the current year 1 4 —

Increases related to positions taken in prior years — — 1

Current year acquisitions — — 7

Current year releases ( 1 ) ( 2 ) ( 10 )

Foreign exchange (gain) loss — — —

Total uncertain tax positions at December 31 $ 11 $ 9 $ 18

Total uncertain tax positions as of December 31 $ 11 $ 11 $ 9

The Company’s policy regarding interest and penalties related to uncertain tax positions is to record interest and penalties as an element of income tax expense.

As of December 31, 2025 and 2024 , the Company had liabilities of $ 4 million and $ 3 million, respectively, of potential interest and penalties associated with uncertain tax positions.

During the years ended December 31, 2024, 2023, and 2022, the Company recognized interest and penalties associated with uncertain tax positions through Income tax expense (benefit) of $ 1 million, $ 2 million, and less than $ 1 million, respectively.

The uncertain tax positions of $ 9 million as of December 31, 2024, if subsequently recognized, will affect the Company’s effective tax rate favorably a t the time when such a benefit is recognized.

The Company believes the amount of gross uncertain tax positions that will be settled during the next twelve months cannot be reasonably estimated but will not be significant.

During the years ended December 31, 2025, 2024, and 2023, the Company recognized interest and penalties associated with uncertain tax positions through Income tax expense (benefit) of $ 1 million, $ 1 million, and $ 2 million, respectively.

LINEAGE, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Uncertain tax positions of $ 8 million as of December 31, 2025, if subsequently recognized, will affect the Company’s effective tax rate favorably a t the time when such a benefit is recognized.

Other income tax updates

7 unchanged sentences

The Company is continuing to evaluate the impact of proposed and enacted legislative changes as new guidance becomes available.

Income taxes paid

The Company adopted ASU 2023-09 for the year ended December 31, 2025 on a prospective basis.

The following is a supplemental schedule of cash paid for income taxes, net of refunds for the year ended December 31, 2025:

(in millions) 2025

state and local

Netherlands 6

Total cash paid during the period for income taxes, net of refunds $ 26

On July 4, 2025, the One Big Beautiful Bill Act of 2025 was signed into U.S.

law, which includes a broad range of tax reforms, including those that affect the taxation of REITs and their investors.

Most notably, for years beginning on or after January 1, 2026, the new law relaxed the REIT asset test requirement with respect to taxable REIT subsidiaries, providing that not more than 25% of the gross value of a REIT’s assets may be represented by securities of one or more taxable REIT subsidiaries, as compared to the previous 20% rule.

It also permanently extended the section 199A pass-through qualified business income deduction, allowing certain individuals, trusts, and estates to deduct 20% of qualifying REIT dividends.

No significant impact of this new law on the consolidated financial statements for the year ended December 31, 2025 has been noted.

The Company will continue to evaluate the impact on the consolidated financial statements as certain provisions come into effect or more information becomes available.

LINEAGE, INC.

4 unchanged sentences

Senior unsecured notes 1,774 1,665

New senior unsecured notes 1,323 —

Secured debt 476 522

1 unchanged sentence

Total debt 6,140 4,976

Less current portion long-term debt ( 56 ) ( 24 )

Less deferred financing costs ( 13 ) ( 23 )

Less below-market debt ( 4 ) ( 6 )

Plus above-market debt 3 2

Current portion long-term debt ( 2 ) ( 56 )

Deferred financing costs ( 21 ) ( 13 )

Discount on debt issued ( 10 ) —

Below-market debt — ( 4 )

Above-market debt — 3

Total long-term debt, net $ 6,107 $ 4,906

2 unchanged sentences

Originally entered into on December 22, 2020, and subsequently amended, the Company has an unsecured revolving credit and term loan agreement (collectively, the “Credit Agreement”) consisting of a multi-currency revolving credit facility (the “Revolving Credit Facility” or “RCF”) and a USD denominated term loan (the “Term Loan A” or “TLA”) with various lenders.

Effective June 28, 2022, the Company amended and restated the Credit Agreement, increasing the availability under the Revolving Credit Facility by $ 500 million to a total capacity of $ 2,625 million and increasing the Term Loan A commitment by $ 700 million to a total of $ 1,875 million.

The $ 700 million borrowed on the Term Loan A was utilized to pay down amounts outstanding on the Revolving Credit Facility.

In addition, the amendment changed the interest reference rate for USD-denominated balances from London Interbank Offered Rate (“LIBOR”) to Secured Overnight Financing Rate (“SOFR”).

The Company incurred fees and expenses of $ 7 million in connection with the upsizing, all of which was capitalized as deferred financing costs during the year ended December 31, 2022.

Effective February 15, 2024, the Company amended and restated the Credit Agreement increasing the Company’s borrowing capacity under the existing Revolving Credit Facility from $ 2,625 million to $ 3,500 million and decreasing the total commitment under the Term Loan A from $ 1,875 million to $ 1,000 million.

Effective June 28, 2022, the Company amended and restated the Credit Agreement, increasing the availability under the Revolving Credit Facility to a total capacity of $ 2,625 million and increasing the Term Loan A commitment to $ 1,875 million.

Effective February 15, 2024, the Company amended and restated the Credit Agreement increasing the Company’s borrowing capacity under the existing Revolving Credit Facility to $ 3,500 million and decreasing the total commitment under the Term Loan A to $ 1,000 million.

This pay down of $ 875 million on the Term Loan A was completed using funds available on the Revolving Credit Facility.

Additionally, the amendment gives the Company the right to increase the size of the existing Term Loan A, add one or more incremental term loans, and/or increase commitments under the Revolving Credit Facility, up to $ 500 million, which would increase the total aggregate commitment amount of the existing Credit Agreement to $ 5,000 million.

This amendment also extended the maturity dates for the Revolving Credit Facility from December 22, 2024 to February 15, 2028 and Term Loan A from December 22, 2025 to February 15, 2029.

Additionally, the amendment gave the Company the right to increase the size of the existing Term Loan A, add one or more incremental term loans, and/or increase commitments under the Revolving Credit Facility, up to $ 500 million, which would increase the total aggregate commitment amount of the existing Credit Agreement to $ 5,000 million.

This amendment also extended the maturity dates for the Revolving Credit Facility to February 15, 2028 and Term Loan A to February 15, 2029.

Under the terms of the Credit Agreement, the Revolving Credit Facility may be extended through two six-month extension options that can be exercised if certain conditions are met.

1 unchanged sentence

Of the capitalized $ 31 million in deferred financing costs, $ 26 million related to the Revolving Credit Facility and $ 5 million related to the Term Loan A, which are presented in Other assets and Long-term debt, net, respectively, in the consolidated balance sheets.

In addition, the Company recognized an additional $ 5 million in loss on extinguishment of debt related to unamortized deferred financing costs for the portions of the Credit Agreement determined to be extinguished.

LINEAGE, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

The Company recognized an additional $ 5 million in loss on extinguishment of debt related to unamortized deferred financing costs for the portions of the Credit Agreement determined to be extinguished.

Borrowings under the Credit Agreement bear interest based on the Company’s elected borrowing type and borrowing currency.

1 unchanged sentence

The applicable margin rate is based on the Company’s Total Leverage Ratio and the loan borrowing type.

The applicable margin for Term Benchmark and Risk-Free Reference (“RFR”) loans ranges from 1.60 % to 2.20 % and Alternate Base Rate (“ABR”) loans range from 0.60 % to 1.20 %.

The applicable margin for Term Benchmark and Risk-Free Reference (“RFR”) loans ranges

LINEAGE, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

from 1.60 % to 2.20 % and Alternate Base Rate (“ABR”) loans range from 0.60 % to 1.20 %.

Interest payments on the Revolving Credit Facility and Term Loan A are due quarterly and monthly, respectively.

1 unchanged sentence

On August 6, 2024, Fitch Ratings assigned a first-time BBB+ issuer rating to the Company, with a stable outlook.

These assigned ratings qualified as an investment grade rating event under the terms of the Credit Agreement and allowed the Company to elect the contractual interest rate margin to be based on the Company’s debt rating instead of the total leverage ratio, effective August 1, 2024, which reduced the RCF and TLA interest rate to Term SOFR plus 0.10 % (or “Adjusted Term SOFR”) + 1.05 %.

Upon receipt of the Fitch Rating, the RCF and TLA interest rate was further reduced to Adjusted Term SOFR + 0.93 %.

Upon receipt of the Fitch Rating, the TLA interest rate was reduced to Secured Overnight Financing Rate (“SOFR”) plus 0.10 % (or “Adjusted SOFR”) + 0.93 %, and the RCF interest rate was reduced to Adjusted SOFR + 0.78 % and a 0.15 % commitment fee applied to the total RCF capacity.

Effective November 26, 2025, the Company amended the Credit Agreement to remove the additional 0.10 % margin which was added to SOFR to arrive at Adjusted SOFR for USD borrowings under the Revolving Credit Facility and Term Loan A.

The amendment also removed an additional 0.29547 % margin which was added to the Canadian Overnight Repo Rate Average (“CORRA”) to arrive at Adjusted Term CORRA for CAD-denominated borrowings under the Revolving Credit Facility.

Effective November 26, 2025, USD-denominated and CAD-denominated borrowings under the Credit Agreement bear interest at SOFR and CORRA, respectively.

The following table provides the details of the Credit Agreement:

13 unchanged sentences

131 76 BKBM+ 0.78 %

CAD CORRA+ 0.78 %

68 50 CORRA+ 0.78 %

NOK NIBOR+ 0.78 %

260 25 NIBOR+ 0.78 %

EUR EURIBOR+ 0.78 %

2 unchanged sentences

— — CIBOR+ 0.78 %

CAD CORRA+ 0.93 %

10 7 CDOR+ 1.60 %

NOK NIBOR+ 0.93 %

— — NIBOR+ 1.60 %

Total Revolving Credit Facility $ 1,565 $ 1,772

1 SOFR = for purpose of the above instruments, the term “SOFR” refers to the Term SOFR plus 0.1 % (or “Adjusted Term SOFR”), CORRA = Canadian Overnight Repo Rate Average, CDOR = Canadian Dollar Offered Rate, BBSW = Bank Bill Swap Rate, EURIBOR = Euro Interbank Offered Rate, CIBOR = Copenhagen Interbank Offered Rate, NIBOR = Norwegian Interbank Offered Rate, BKBM = Bank Bill Reference Rate

(1) SOFR = for purpose of the above instruments, the term “SOFR” refers to SOFR or Adjusted SOFR, as defined above, EURIBOR = Euro Interbank Offered Rate, BBSW = Bank Bill Swap Rate, BKBM = Bank Bill Reference Rate, CIBOR = Copenhagen Interbank Offered Rate, NIBOR = Norwegian Interbank Offered Rate, CORRA = for purpose of the above instruments, the term “CORRA” refers to CORRA or the Adjusted Term CORRA, as defined above.

There were $ 61 million in letters of credit issued on the Company’s Revolving Credit Facility as of December 31, 2025 and $ 66 million as of December 31, 2024.

Under the Credit Agreement, the Company has the ability to issue up to $ 100 million as letters of credit.

On June 25, 2024, the Company amended the Credit Agreement to include two new syndicate lenders.

Apart from the addition of these lenders, there were no significant changes to the total loan amounts, terms, or conditions of the Credit Agreement.

Delayed-draw term loan facility

On February 15, 2024, the Company entered into an unsecured delayed-draw term loan facility (“DDTL”) with a borrowing capacity of up to $ 2,400 million.On April 9, 2024, the Company drew $ 2,400 million under the DDTL and used the proceeds to pay off the remaining outstanding adjustable rate multi-property loan CMBS 4 (“CMBS 4”).

On February 15, 2024, the Company entered into an unsecured delayed-draw term loan facility (“DDTL”) with a borrowing capacity of up to $ 2,400 million.

On April 9, 2024, the Company drew $ 2,400 million under the

LINEAGE, INC.

1 unchanged sentence

Notes to Consolidated Financial Statements

Term loan borrowings under the DDTL facility bear interest at a rate per annum equal to Adjusted Term SOFR, plus the applicable margin of 1.60 % that is based on the Company’s total leverage ratio.

Interest is payable in arrears on a quarterly basis.

In addition, the DDTL facility is subject to a commitment fee of 0.20 % on the average daily unused amount of the facility commitment.

DDTL and used the proceeds to pay off the remaining outstanding adjustable rate multi-property loan CMBS 4 (“CMBS 4”).

In connection with the execution of the DDTL, the Company incurred and capitalized fees and expenses of $ 9 million as deferred financing costs.

2 unchanged sentences

(b) Senior Unsecured Notes

On August 20, 2021, and on August 15, 2022, the Company entered into private placement financing consisting of a series of fixed-rate guaranteed, senior unsecured notes (“Senior Unsecured Notes”).

Interest on the notes is due semi-annually in August and February.

On August 20, 2021, and on August 15, 2022, the Company issued a series of fixed-rate guaranteed, senior unsecured notes with various maturities pursuant to a private placement financing (“Senior Unsecured Notes”).

Interest on these notes is due semi-annually in August and February.

The table below summarizes the balances and terms of the Senior Unsecured Notes:

3 unchanged sentences

Series A Senior Notes $ 300 2.22 % 8/20/2026 $ 300 $ 300

$ 300 2.22 % 8/20/2026 $ 300 $ 300

Series B Senior Notes $ 375 2.52 % 8/20/2028 375 375

7 unchanged sentences

Total Senior Unsecured Notes $ 1,774 $ 1,665

On September 19, 2024, the Company amended all of its outstanding unsecured senior notes.

On September 19, 2024, the Company amended all of its outstanding Senior Unsecured Notes.

The amendment involved the removal of select note guarantors and the addition of new ones, including Lineage, Inc.

As a result of the amendment, $ 1 million in lender financing fees were incurred and capitalized.

Aside from these changes in note holders, there were no significant changes to the total loan amounts, terms, or conditions of the unsecured notes.

Aside from these changes in note holders, there were no significant changes to the total loan amounts, terms, or conditions of the Senior Unsecured Notes.

Some of the Senior Unsecured Notes are set to mature in August 2026 and continue to be presented in Long-term debt, net in the consolidated balance sheets, as the Company has the intent and ability to refinance the obligation on a long-term basis prior to its maturity using the RCF capacity.

In 2025, the Company issued senior notes 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 issuing subsidiary

LINEAGE, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

and any excluded subsidiaries) (“New Senior Unsecured Notes”).

A summary of the notes issued and outstanding as of December 31, 2025 is as follows:

(monetary amounts in millions) Borrowing Currency Amount Interest rate

Issuance Date Interest Payable Date Maturity date

December 31, 2025

$ 500 5.25 % June 17, 2025 January 15 and July 15 July 15, 2030 $ 500

4.125 % Notes

€ 700 4.13 % November 26, 2025 November 26 November 26, 2031 823

Total New Senior Unsecured Notes $ 1,323

Interest on the above notes is paid at the dates noted, commencing in 2026.

The 5.25 % Notes were issued at 98.991 % of par, with a total debt discount of $ 5 million and debt issuance costs of $ 5 million.

The 4.125 % Notes were issued at 99.324 % of par, with a total debt discount of $ 6 million and debt issuance costs of $ 7 million.

The discounts and issuance costs were capitalized as deferred financing costs recorded in Long-term debt, net in the consolidated balance sheets.

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.

The New Senior Unsecured Notes require that the Operating Partnership and its subsidiaries maintain total unencumbered assets of not less than 150 % of the aggregate principal amount of all outstanding unsecured debt of the Operating Partnership and its subsidiaries, as determined on a consolidated basis.

The bonds also contain certain financial covenants required, including:

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

• A maximum total secured indebtedness to total assets ratio of less than 0.40 to 1.00 ;

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

The Company was in compliance with all financial covenants as of December 31, 2025.

(d) Secured Debt

As of December 31, 2025, the total balance of $ 476 million was comprised of three secured promissory notes with MetLife Real Estate Lending LLC (the “Metlife Real Estate Notes”) totaling $ 469 million (due in 2026, 2028, and 2029) and $ 7 million of other fixed-rate real estate and equipment secured financing agreements with various lenders maturing between 2026 and 2034.

As of December 31, 2023, the total balance of $ 4,193 million was comprised of CMBS 4 in the amount of $ 2,344 million, an adjustable rate multi-property loan agreement CMBS 5 (“CMBS 5”) loan in the amount of $ 1,298 million, the MetLife Real Estate Notes totaling $ 470 million, and $ 81 million of other fixed-rate real estate and equipment secured financing agreements with various lenders maturing between 2024 and 2044.

One of the Metlife Real Estate Notes totaling $ 160 million was paid off on January 2, 2026 using the RCF capacity.

It was classified in Long-term debt, net in the consolidated balance sheets as of December 31, 2025, as the Company had the intent and ability to refinance the obligation on a long-term basis prior to its maturity using the RCF capacity.

As of December 31, 2024, the total Secured Debt balance of $ 522 million was comprised of the Metlife Real Estate Notes totaling $ 472 million (due in 2026, 2028, and 2029) and $ 50 million of other fixed-rate real estate and equipment secured financing agreements with various lenders maturing between 2025 and 2034.

These debt instruments are secured by various assets specific to the underlying agreement.

During 2024, the Company had the following secured debt pay down and refinancing arrangements:

LINEAGE, INC.

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Notes to Consolidated Financial Statements

During the years ended December 31, 2025 and December 31, 2024, the Company had the following secured debt pay down and refinancing arrangements:

Adjustable rate multi-property loan CMBS 4

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Adjustable rate multi-property loan CMBS 5

On October 21, 2020, the Company entered into CMBS 5 with Goldman Sachs Bank USA, Morgan Stanley Bank, N.A., and JPMorgan Chase Bank, N.A.

On October 21, 2020, the Company entered into adjustable rate multi-property loan CMBS 5 (“CMBS 5”) with Goldman Sachs Bank USA, Morgan Stanley Bank, N.A., and JPMorgan Chase Bank, N.A.

in the aggregate amount of $ 1,320 million.

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The agreement requires monthly interest-only payments with a balloon repayment of the outstanding principal amount due upon maturity.

As a result of the financing, the Company capitalized $ 1 million of incurred fees and expenses as deferred financing costs.

Wilmington Trust, National Association Loan

On September 18, 2019, the Company assumed a loan with Wilmington Trust, N.

in the amount of $ 26 million, maturing on September 1, 2044, with early payment permitted beginning on June 1, 2024.

On September 3, 2024, the Company fully paid the remaining outstanding principal balance of $ 24 million.

(d) Unsecured term loans

Other fixed-rate real estate and equipment secured financing agreements

On April 1, 2025, the Company fully paid the remaining outstanding principal balance of $ 20 million on a loan with Midland Loan Services, which was maturing on June 6, 2025.

On December 11, 2025, the Company fully paid the remaining outstanding principal balance of $ 19 million on loan with Wells Fargo Bank, N.

which had reached maturity.

On September 3, 2024, the Company fully paid the remaining outstanding principal balance of $ 24 million on a loan with Wilmington Trust, N.

A., which was maturing on September 1, 2044, with early payment permitted beginning on June 1, 2024.

(e) Unsecured term loans

As of December 31, 2025 and December 31, 2024, the total balance of $ 2 million and $ 17 million, respectively, was comprised of euro denominated borrowings the Company assumed as part of a prior acquisition.

(e) Deferred financing costs

The Company paid off $ 12 million of debt relating to the Spain Transportation business during the year ended December 31, 2025, recognizing a $ 3 million loss on extinguishment of debt.

(f) Deferred financing costs and discount

During the years ended December 31, 2025, 2024, and 2023, the Company recognized amortization of deferred financing costs recorded to Interest expense, net of $ 12 million, $ 18 million, and $ 19 million, respectively.

As of December 31, 2025 and December 31, 2024, the amount of unamortized deferred financing costs in Long-term debt, net within the consolidated balance sheets was $ 21 million and $ 13 million, respectively.

As of December 31, 2024 and December 31, 2023, the amount of unamortized deferred financing costs in Other assets in the consolidated balance sheets was $ 28 million and $ 9 million, respectively.

As of December 31, 2025

LINEAGE, INC.

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Notes to Consolidated Financial Statements

(f) Future maturities

Future payments on debt, if contractual extensions are executed, for each of the next five years and thereafter are as follows (in millions):

and December 31, 2024, the amount of unamortized deferred financing costs in Other assets in the consolidated balance sheets was $ 21 million and $ 28 million, respectively.

As of December 31, 2025, the amount of unamortized discount on debt issued in Long-term debt, net within the consolidated balance sheets was $ 10 million.

During the year ended December 31, 2025, the Company recognized immaterial amortization of discount in Interest expense, net.

(g) Future maturities

Future payments on debt based on contractual maturities, if contractual extensions are executed, for each of the next five years and thereafter are as follows (in millions):

Year ending December 31:

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Total debt $ 6,140

(1) Includes $ 807 million of debt classified as long-term on the consolidated balance sheets, as the Company has the intent and ability to refinance the obligation on a long-term basis prior to its maturity using the RCF capacity.

(11) Derivative instruments and hedging activities

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Interest rate caps involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for a premium.

The Company’s designated interest rate swaps and caps hedge variable-rate interest payments using a first payments approach.

The first payments approach allows an entity to hedge interest payments on a designated principal amount, rather than a specific, named debt issuance.

Refer to Note 10, Debt for additional information.

In addition, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future cash amounts due to changes in foreign currency rates.

As of December 31, 2024, the Company had the following outstanding interest rate and foreign currency derivatives that were designated as cash flow hedging instruments:

Number of Instruments Notional

(in millions)

Interest rate derivatives:

Interest rate swap 3 USD 1,000

Interest rate cap 3 USD 1,500

Total 6 USD 2,500

The impacts of these foreign currency derivative instruments on the consolidated financial statements of the Company are insignificant.

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Notes to Consolidated Financial Statements

(in millions) Buy Notional Sell Notional

Foreign currency derivatives:

Buy EUR/Sell GBP forward EUR 32 GBP 27

Buy USD/Sell GBP forward USD 1 GBP 1

The tables below presents the effect of the Company’s derivatives that are designated as hedging instruments in the consolidated statements of operations and comprehensive income (loss) (in millions).

Derivatives in Cash Flow Hedging Relationships Amount of Gain (Loss) Recognized in OCI on Derivatives Amount of Gain (Loss) Reclassified from Accumulated OCI into Earnings Amount of Gain (Loss) Reclassified from Accumulated OCI into Earnings

As of December 31, 2025, the Company had the following effective interest rate derivatives that were designated as cash flow hedging instruments.

Number of Instruments Notional Effective Date Maturity Date

Interest rate derivatives:

(in millions)

Interest rate cap 1 USD 375 January 9, 2023 January 9, 2026

Interest rate swap 2 USD 500 December 31, 2025 February 15, 2028

Forward-starting interest rate swap 3 USD 750 January 9, 2026 February 15, 2028

In conjunction with the pricing of the 4.125 % Notes offering that closed on November 26, 2025, and with the intention of using the proceeds to partially paydown the existing RCF balance below the total notional hedged by its existing interest rate caps, the Company determined that the forecasted debt payment transactions scheduled through January 9, 2026 were no longer probable of occurring.

The Company fully de-designated an interest rate cap with a notional value of $ 750 million, which was previously accounted for as a cash flow hedge.

In addition, on December 1, 2025, the Company terminated an interest rate cap with a notional amount of $ 375 million to eliminate the economic overhedge.

As both of the interest rate caps were scheduled to mature on January 9, 2026, the amount previously recorded in Accumulated other comprehensive income (loss) (“AOCI”) related to the hedged cash flows was immaterial and was reclassified to earnings during the year ended December 31, 2025.

The $ 750 million de-designated interest rate cap continued to be carried at an immaterial fair value on the consolidated balance sheets as of December 31, 2025 and matured on January 9, 2026.

The table below presents the effect of the Company’s interest rate derivatives that are designated as hedging instruments in the consolidated statements of operations and comprehensive income (loss) (in millions).

Gain (loss) reclassified from AOCI into earnings for interest rate contracts is presented in Interest expense, net.

Interest Rate Derivatives in Cash Flow Hedging Relationships Amount of Gain (Loss) Recognized in OCI on Derivatives Amount of Gain (Loss) Reclassified from AOCI into Earnings

Year Ended December 31, Year Ended December 31,

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Included in effectiveness testing $ 8 $ 36 $ 33 $ 74 $ 98 $ 119

Interest rate contracts $ 36 $ 33 $ 225 Interest expense, net $ 98 $ 119 $ 37

Foreign exchange contracts ( 2 ) ( 1 ) 2 Gain (loss) on foreign currency

transactions, net ( 1 ) — 1

Excluded from effectiveness testing and recognized in earnings based on an amortization approach — ( 4 ) ( 5 ) ( 1 ) ( 1 ) ( 1 )

Interest rate contracts ( 4 ) ( 5 ) ( 9 ) Interest expense, net ( 1 ) ( 1 ) ( 1 )

Total $ 8 $ 32 $ 28 $ 73 $ 97 $ 118

The estimated net amount of existing gains (losses) that are reported in Accumulated other comprehensive income (loss) as of December 31, 2025 that is expected to be reclassified into earnings within the next 12 months is $ 3 million.

(d) Non-designated hedges

The Company’s non-designated interest rate caps with 5.00 % or 6.00 % strike rates and a total notional value of $ 3,664 million matured during the year ended December 31, 2024.

As of December 31, 2024, the Company has no outstanding non-designated interest rate hedges.

During the year ended December 31, 2024, the Company recognized nominal earnings on non-designated interest rate derivatives.

During the years ended December 31, 2023 and 2022, the Company recognized in Interest expense, net, ($ 2 ) million and $ 2 , respectively, of gain (loss) on non-designated interest rate derivative contracts.

The notional value of the Company’s non-designated foreign currency derivatives is immaterial .

During the years ended December 31, 2024 and December 31, 2023, the Company recognized nominal gain or loss on related contracts.

During the year ended December 31, 2022, the Company recognized in Gain (loss) on foreign currency transactions, net $ 4 million of gain (loss) on non-designated foreign exchange contracts.

During the year ended December 31, 2025, the Company executed two interest rate swaps with an aggregate notional amount of $ 500 million and a maturity date of February 15, 2028.

The swaps have fixed interest rates of 3.10 % and 3.11 %.

The Company has designated these swaps as an effective cash flow hedge of the variable-rate exposure arising from the portion of the Term Loan A equal to the notional balance.

During the year ended December 31, 2025, the Company executed three forward-starting interest rate swaps with an aggregate notional amount of $ 750 million.

The swaps have an effective date of January 9, 2026 and a maturity date of February 15, 2028.

The swaps have fixed interest rates ranging from 3.19 % to 3.20 %.

The Company has designated these swaps as an effective cash flow hedge of the variable-rate exposure arising from the portion of the Revolving Credit Facility equal to the notional balance.

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Notes to Consolidated Financial Statements

(e) Balance sheet presentation

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification in the consolidated balance sheets as of:

(in millions) December 31, 2024 December 31, 2023 December 31, 2024 December 31, 2023

Derivatives designated as hedging instruments

Balance sheet location Other assets Other assets Other liabilities Other liabilities

Interest rate contracts $ 69 $ 135 $ — $ —

Foreign exchange contracts — — ( 1 ) —

Total $ 69 $ 135 $ ( 1 ) $ —

Derivatives NOT designated as hedging instruments

Balance sheet location Other assets Other assets Other liabilities Other liabilities

Interest rate contracts $ — $ 3 $ — $ —

Foreign exchange contracts 1 — ( 1 ) ( 1 )

Total $ 1 $ 3 $ ( 1 ) $ ( 1 )

Refer to Note 13, Fair value measurements for further information on the valuation of the Company’s derivatives.

(d) Balance sheet presentation - interest rate contracts

The table below presents the fair value of the Company’s interest rate derivative contracts as well as their classification in the consolidated balance sheets:

(in millions) December 31, 2025 December 31, 2024

Prepaid expenses and other current assets $ 3 $ —

Other assets $ — $ 69

(12) Interest expense

2 unchanged sentences

Interest expense (1)

(Gain) loss on designated and non-designated hedge instruments ( 97 ) ( 116 ) ( 38 )

$ 256 $ 426 $ 509

(Gain) loss on hedge instruments ( 73 ) ( 97 ) ( 116 )

Finance lease liabilities interest 92 93 92

Amortization of deferred financing costs 18 19 18

Amortization of deferred financing costs and discount on debt 13 18 19

Capitalized interest ( 17 ) ( 8 ) ( 13 )

2 unchanged sentences

Interest expense, net $ 268 $ 430 $ 490

(1) During the years ended December 31, 2025 and 2024, the Company recognized $ 14 million and $ 5 million, respectively, of expense related to the Kloosterboer Preference Shares liability.

No such expense was recognized during the year ended December 31, 2023 (see Note 2, Capital structure and noncontrolling interests).

(13) Fair value measurements

As of December 31, 2025 and December 31, 2024, the carrying amount of certain financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and accrued liabilities, were representative of their fair values due to the short-term maturity of these instruments.

Certain non-financial assets such as property, plant and equipment, operating right-of-use assets, equity method investments, goodwill, and other intangible assets are subject to nonrecurring fair value measurements if they are deemed to be impaired.

During the year ended December 31, 2025, the Company performed an impairment analysis of goodwill for two of its reporting units, which required a fair value measurement and resulted in an impairment.

See Note 6, Goodwill and other intangible assets, net for more information.

The hierarchy for inputs used in measuring fair value is as follows:

Level 1 – Inputs represent unadjusted quoted prices for identical assets or liabilities exchanged in active markets.

Level 2 – Inputs include directly or indirectly observable inputs (other than Level 1 inputs), such as quoted prices for similar assets or liabilities exchanged in active or inactive markets, quoted prices for identical assets or liabilities exchanged in inactive markets, other inputs that may be considered in fair value determinations of these assets or liabilities, such as interest rates and yield curves, volatilities, prepayment speeds, loss severities, credit risks, and default rates, and inputs that are derived principally from or corroborated by observable market data by correlation or other

Pricing evaluations generally reflect discounted expected future cash flows, which incorporate yield curves for instruments with similar characteristics, such as credit ratings, estimated durations, and yields for other instruments of the issuer or entities in the same industry sector.

LINEAGE, INC.

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Notes to Consolidated Financial Statements

Level 3 – Inputs include unobservable inputs used in the measurement of assets and liabilities.

4 unchanged sentences

Measured at fair value on a recurring basis:

Interest rate derivative financial instruments assets Level 2 $ 69 $ 138

Foreign exchange forward contracts assets Level 2 $ 1 $ —

Foreign exchange forward contracts liabilities Level 2 $ 2 $ 1

Non-qualified deferred compensation plan assets (1)

Level 1 $ 7 $ 4

Non-qualified deferred compensation plan liabilities (1)

Level 1 $ 7 $ 4

Interest rate derivative financial instrument assets Level 2 $ 3 $ 69

Acquisition related contingent consideration Level 3 $ 14 $ 13

Put options (see Note 2, Capital structure and noncontrolling interests )

Put options - not exercised (2)

Level 3 $ — $ 107

3 unchanged sentences

Disclosed at fair value:

Long-term debt 2

5.25 % Notes (4)

Level 2 $ 505 $ —

Long-term debt, excluding 5.25 % Notes (4)

Level 3 $ 5,567 $ 4,868

Kloosterboer Preference Shares (5)

Level 3 $ 279 $ 259

__________________

(1) For more details, refer to Note 16, Employee benefit plans.

(2) For more details, refer to Note 2, Capital structure and noncontrolling interests.

(3) The investments in equity securities carried at fair value are subject to transfer restrictions and generally cannot be sold without consent.

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(5) The carrying value of Kloosterboer Preference Shares is disclosed in Note 17, Other long-term liabilities.

The Company is required to measure certain assets and liabilities at estimated fair value from time to time.

These fair value measurements typically result from the application of specific accounting pronouncements under GAAP and are considered non-recurring fair value measurements.

In accordance with GAAP, the Company has elected to remeasure investments without readily determinable fair values only when an observable transaction occurs for an identical or similar investment of the same issuer.

During the years ended December 31, 2024, 2023, and 2022, the Company recorded non-recurring fair value adjustments related to certain other investments without readily determinable fair values totaling $ 3 million, less than $ 1 million, and $ 1 million, respectively, which is included within Other nonoperating income (expense), net in the consolidated statements of operations and comprehensive income (loss).

During the years ended December 31, 2025, 2024, and 2023, the Company recorded non-recurring fair value adjustments of $ 1 million, $ 3 million, and less than $ 1 million, respectively, within Other nonoperating income (expense), net in the consolidated statements of operations and comprehensive income (loss) related to certain other investments without readily determinable fair values.

The Company’s long-term debt is reported at the aggregate principal amount less unamortized deferred financing costs and any above or below market adjustments (as required in purchase accounting) in the consolidated balance sheets.

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For instruments that include a prior-to-maturity prepayment option, the fair value is estimated using a Black-Derman-Toy lattice model.

The inputs used to estimate the fair value of the Company’s debt instruments are comprised of Level 2 inputs, including risk-free interest rates, credit

The inputs used to estimate the fair value of the Company’s debt instruments, excluding the 5.25 % Notes, are comprised of Level 2 inputs, including risk-free interest rates, credit ratings, and financial metrics for comparable publicly listed companies, and Level 3 inputs, such as risk-adjusted credit spreads based on adjusted yields implied at issuance, and yield volatility (used for instruments with a prepayment option).

For the 5.25 % Notes, the estimated fair value is determined based on quoted market prices in markets with low trading volumes, which is considered to be Level 2 inputs.

LINEAGE, INC.

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Notes to Consolidated Financial Statements

ratings, and financial metrics for comparable publicly listed companies, and Level 3 inputs, such as risk-adjusted credit spreads based on adjusted yields implied at issuance, and yield volatility (used for instruments with a prepayment option).

Level 3 Rollforward for Put Options

As described in Note 2, Capital structure and noncontrolling interests , in connection with the Formation Transactions, the Company executed a put option agreement, which provides special redemption rights and top-up rights.

The Put Options are measured at fair value utilizing a Monte Carlo simulation.

The following table includes a rollforward of the Put Options, which are classified as Level 3 in the fair value hierarchy.

(in millions) December 31, 2024

Beginning balance $ —

Issuance of Put Options 103

Fair value adjustments 31

Settlement of Put Options ( 27 )

Ending balance $ 107

The Company leases real estate, most significantly warehouses for use in operations, as well as equipment for use within owned and leased warehouses.

16 unchanged sentences

Total lease obligations $ 1,295 $ 654 $ 1,414 $ 655

LINEAGE, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Future minimum lease payments for each of the next five years and thereafter as of December 31, 2025 are as follows (in millions):

4 unchanged sentences

Total lease payments 2,184 1,080

Less imputed interest ( 959 ) ( 437 )

Imputed interest ( 889 ) ( 426 )

Total lease obligations $ 1,295 $ 654

LINEAGE, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Supplemental consolidated balance sheets information related to leases is as follows:

16 unchanged sentences

Total lease cost $ 324 $ 330 $ 319

LINEAGE, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Supplemental cash flow information related to leases is as follows:

8 unchanged sentences

Operating leases $ 21 $ 21 $ 89

Houston, Texas purchase option

On September 27, 2024, the Company provided notice to the lessor of its intention to exercise a purchase option contained in the lease agreement, which consequently became reasonably certain of exercise.

This resulted in a reclassification from operating lease obligations to finance lease obligations of $ 44 million and an additional finance lease obligation of $ 45 million, for a total finance lease obligation of $ 89 million.

The reassessment of the purchase option also resulted in a reclassification of $ 45 million of Operating lease right-of-use assets to Finance lease right-of-use-assets and an additional recording of $ 45 million of Finance lease right-of-use-assets for a total $ 90 million Finance lease right-of-use-assets.

The purchase option is expected to be executed in April 2025 for $ 90 million, of which $ 1 million was paid in 2024 as an earnest money deposit.

(15) Failed sale-leaseback financing obligations

In connection with the 2021 Kloosterboer acquisition, the Company assumed two failed sale-leaseback financing obligations.

The Company’s outstanding obligations for failed sale-leasebacks of real estate-related long-lived assets were as follows:

(in millions) Maturity December 31, 2024 December 31, 2023

Arras December 2035 $ 20 $ 23

Harnes 2 June 2037 48 54

Total sale-leaseback financing obligations 68 77

Less current portion of sale-leaseback financing obligations ( 6 ) ( 7 )

Sale-leaseback financing obligations, net $ 62 $ 70

In August 2020, prior to its purchase by the Company, Kloosterboer executed an agreement with a bank consortium to finance its construction of a new cold storage facility on a parcel of land previously owned by Kloosterboer in Arras, France (“Arras”).

As part of this arrangement, the bank consortium purchased the land parcel from Kloosterboer and concurrently provided funding to construct the cold storage facility.

The agreement stipulates that the bank consortium has legal ownership and title to the land parcel and the facility.

The agreement also provides the Company with an option to purchase the leased assets for € 1.00 at the end of the lease term, which makes the transaction a “failed sale” because the purchase price is nominal.

The associated assets are reflected in the consolidated balance sheets within Property, plant, and equipment, net, with a corresponding failed sale-leaseback financing obligation included within Accounts payable and accrued liabilities and Other long-term liabilities.

Upon the acquisition of Kloosterboer, the Company

LINEAGE, INC.

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Notes to Consolidated Financial Statements

recognized a liability related to Arras.

The construction of Arras was substantially complete when the Company acquired Kloosterboer and was completed in 2021.

The initial term of the Arras financing agreement is 15 years after the original execution of the agreement.

Payments are made quarterly and are based on the total funding provided by the bank consortium to finance the construction work.

The agreement’s termination date is December 31, 2035 and has an implicit interest rate of 0.15 %.

The earliest date that the purchase option can be exercised is 7 years after the completion of the Arras facility.

Early exercise of the purchase option requires the Company to pay off the remaining balance of the sale-leaseback financing obligation at the time of exercise.

The long-lived assets are depreciated on a straight-line basis over their remaining economic useful life.

Kloosterboer was party to a separate sale-leaseback transaction related to a facility in Harnes, France.

As part of this arrangement, a bank consortium agreed to purchase land from a third-party and finance improvements to an existing facility at the location.

This agreement was determined to be a finance lease because it provided Kloosterboer with the ability to purchase the land and facility for a nominal price of € 1.00 at the end of the lease term.

Subsequently, Kloosterboer and the bank consortium amended the agreement and the bank consortium agreed to finance the construction of a second facility at the location, which would then be leased to Kloosterboer after construction completion (“Harnes 2”).

This facility was added to the purchase option from the original lease.

As Kloosterboer was already deemed to be reasonably certain to exercise the € 1.00 purchase option on the land, the lease for Harnes 2 was considered a “failed sale.” The associated assets are reflected in the consolidated balance sheets within Property, plant, and equipment, net, with a corresponding failed sale-leaseback financing obligation included within Accounts payable and accrued liabilities and Other long-term liabilities.

Upon the acquisition of Kloosterboer, no asset or liability was recognized for the Harnes 2 financing obligation because the construction had not begun.

The construction of the Harnes 2 facility was completed in 2023.

The initial term of the Harnes 2 financing agreement is 15 years after the original execution of the agreement.

Payments are made quarterly and are based on the total funding provided by the bank consortium to finance the construction work.

The agreement’s termination date is June 2037 and has an implicit interest rate of 0.19 %.

The earliest date that the purchase option can be exercised is 7 years after the completion of the improvements contemplated in the original finance lease.

Early exercise of the purchase option requires the Company to pay off the remaining balance of the sale-leaseback financing obligation at the time of exercise.

The long-lived assets are depreciated on a straight-line basis over their remaining economic useful life.

As of December 31, 2024, the future principal payments for the Arras and Harnes 2 sale-leaseback financing obligation are as follows (in millions):

(15) Failed sale-leaseback financing obligations

The Company’s outstanding obligations for failed sale-leasebacks of real estate-related long-lived assets were as follows:

(in millions) Implicit Interest Rate Maturity December 31, 2025 December 31, 2024

Arras 0.15 % December 2035 $ 21 $ 20

Harnes 2 0.19 % July 2037 50 48

Total failed sale-leaseback financing obligations 71 68

Current portion of failed sale-leaseback financing obligations ( 6 ) ( 6 )

Failed sale-leaseback financing obligations, net $ 65 $ 62

Certain sale-leaseback transactions assumed in prior acquisitions did not qualify for sale accounting under U.S.

GAAP and are accounted for as financing arrangements.

Accordingly, the related assets are reflected in the consolidated balance sheets within Property, plant, and equipment, net, with a corresponding failed sale-leaseback financing obligation included within Accounts payable and accrued liabilities and Other long-term liabilities.

The arrangements include early purchase options that can be exercised by the Company prior to maturity.

The financing obligations are reduced by quarterly payments and are treated as financing outflows, and the interest component is treated as an operating cash outflow.

As of December 31, 2025, the future principal payments for the failed sale-leaseback financing obligations are as follows (in millions):

Year ending December 31:

2031 and thereafter 41

Total sale-leaseback financing obligation $ 68

Total failed sale-leaseback financing obligation $ 71

(16) Employee benefit plans

2 unchanged sentences

union employees.

A unique characteristic of a multi-employer plan compared to a single employer plan is

LINEAGE, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

that all plan assets are available to pay benefits of any plan participant.

A unique characteristic of a multi-employer plan compared to a single employer plan is that all plan assets are available to pay benefits of any plan participant.

Separate asset accounts are not maintained for participating employers.

1 unchanged sentence

The Company’s funding policy is to contribute monthly the amount specified by the plans’ trustees.

The Company contributed $ 1 million, $ 1 million, and $ 2 million to these plans during the years ended December 31, 2024, 2023, and 2022, respectively.

The Company contributed immaterial amounts to these plans during the years ended December 31, 2025, 2024, and 2023.

There have been no significant changes that affect comparability of 2025, 2024, and 2023 contributions.

The Company’s contributions to these plans represent less than 5.0 % of the total contributions made to the plans from all participating employers.

LINEAGE, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(b) Salary‑savings profit‑sharing plans

3 unchanged sentences

On November 1, 2022, the Company adopted a non-qualified deferred compensation plan (the “NQDC Plan”).

Under the provisions of the NQDC Plan, certain senior management employees are eligible to defer payout of a portion of their annual base salary, annual bonus (if one is paid), and cash payouts of LVCP units (refer to Note 18, Stock-based compensation ).

Under the provisions of the NQDC Plan, certain senior management employees are eligible to defer payout of a portion of their annual base salary or annual bonus (if one is paid).

The NQDC Plan was effective for compensation beginning on January 1, 2023.

1 unchanged sentence

The mutual fund investments are included within Other assets, and the corresponding liability is included in Other long-term liabilities in the consolidated balance sheets.

The investments’ fair value is based on unadjusted quoted market prices for the respective funds in active markets, which represents Level 1 in the fair value hierarchy.

As of December 31, 2025, the balance of the mutual fund investments and the corresponding liability was $ 7 million and $ 7 million, respectively.

As of December 31, 2024, the balance of the mutual fund investments and the corresponding liability was $ 4 million and $ 4 million, respectively.

During the years ended December 31, 2024 and 2023, the Company recorded deferred compensation expense related to the NQDC Plan of $ 3 million and $ 1 million, respectively.

During the years ended December 31, 2025, 2024, and 2023, the Company recorded deferred compensation expense related to the NQDC Plan of $ 3 million, $ 3 million, and $ 1 million, respectively.

Changes in the fair value of the mutual fund investments and the corresponding change in the associated liability are included within Other nonoperating income (expense), net and General and administrative expense, respectively, in the consolidated statements of operations and comprehensive income (loss).

3 unchanged sentences

Kloosterboer Preference Shares $ — $ 247

Sale leaseback financing obligations (see Note 15, Failed sale-leaseback financing obligations )

Failed sale-leaseback financing obligations (See Note 15, Failed sale-leaseback financing obligations )

Workers' compensation reserves (see Note 20, Commitments and contingencies )

4 unchanged sentences

On October 1, 2026, all outstanding Preference Shares, including all unpaid accrued preferential dividends, shall be mandatorily redeemed in exchange for cash or a variable number of shares of the Company’s common stock.

To the extent the Co-Investor elects to receive shares of the Company’s common stock, the number of shares would be based on the volume weighted average price of the Company’s common stock on the business day immediately prior to the redemption date.

The maximum economic payout in order to redeem the Kloosterboer Preference Shares would be € 260 million , including all unpaid accrued preferential dividends.

The Company’s initial recording of the Kloosterboer Preference Shares liability was at a fair value of $ 251 million.

The initial fair value was determined utilizing a Black-Derman-Toy lattice model, which takes into consideration the Co-Investor’s annual early redemption options and a credit-adjusted discount rate.

The difference of $ 22 million between the

LINEAGE, INC.

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Notes to Consolidated Financial Statements

extent the Co-Investor elects to receive shares of the Company’s common stock, the number of shares would be based on the volume weighted average price of the Company’s common stock on the business day immediately prior to the redemption date.

The Co-Investor continues to have an annual redemption right which would require the Company to redeem all, or a portion of, the outstanding Preference Shares, including all related unpaid, accrued preferential dividends in cash.

Assuming the Co-Investor does not exercise its early redemption options, the maximum economic payout in order to redeem the Kloosterboer Preference Shares, including all unpaid accrued preferential dividends on October 1, 2026, would be € 260 million .

As of December 31, 2024, there were 2,214,553 Preference Shares outstanding.

The Company’s initial recording of the Kloosterboer Preference Shares liability was at a fair value of $ 251 million.

The difference of $ 22 million between the then carrying value of the redeemable noncontrolling interest and the fair value upon reclassification was recorded as an adjustment to Additional paid-in capital - common stock in the consolidated balance sheets and consolidated statements of redeemable noncontrolling interests and equity for the year ended December 31, 2024.

Subsequent to the reclassification, the liability will be accreted up to the October 1, 2026 redemption value using an effective interest method.

During the year ended December 31, 2024, the Company recognized $ 5 million of related expense within Interest expense, net in the consolidated statements of operations and comprehensive income (loss).

then carrying value of the redeemable noncontrolling interest and the fair value upon reclassification was recorded as an adjustment to Additional paid-in capital - common stock in the consolidated balance sheets and consolidated statements of redeemable noncontrolling interests and equity for the year ended December 31, 2024.

Subsequent to the reclassification, the liability is being accreted up to the October 1, 2026 redemption value using an effective interest method.

As of December 31, 2025, the liability of $ 294 million was reclassified from Other long-term liabilities to Accounts payable and accrued liabilities due to the short-term expected redemption.

During the years ended December 31, 2025 and 2024, the Company recognized $ 14 million and $ 5 million, respectively, of related expense within Interest expense, net in the consolidated statements of operations and comprehensive income (loss).

(18) Stock-based compensation

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Each LTIP Unit counts as one share of common stock for the purpose of calculating the aggregate number of shares of common stock available for issuance under the 2024 Plan.

(a) Restricted stock units

Certain Plan participants were granted awards of RSUs covering shares of the Company’s common stock.

Certain RSUs contain only a service vesting condition (“time-based RSUs”) and certain RSUs contain vesting conditions based on service, Company performance, and market performance (“performance-based RSUs”).

Each RSU was granted in tandem with corresponding dividend equivalents.

All such RSUs accrue dividend equivalents associated with the underlying stock as the Company declares dividends during the vesting period associated with the RSU.

Dividend equivalents will generally be paid in cash to holders of RSUs upon the vesting of the associated RSU and will be forfeited if the RSU does not vest.

Time-based RSUs vest in equal annual installments over a one to three-year time period provided that the recipient continues to provide services to the Company through the applicable vesting date, subject to acceleration of vesting in

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Notes to Consolidated Financial Statements

the event of the recipient’s termination of employment due to his or her death, disability, retirement, termination by the Company without cause, termination by the recipient for good reason, a non-renewal of the recipient’s employment agreement by the Company, or a family disability, (each as defined in the applicable RSU award agreement), as applicable (a “Qualifying Termination”).

The Company measures time-based RSUs granted under the 2024 Plan at grant date fair value based on the closing market price of shares of Lineage, Inc.

common stock.

The Company measured time-based RSUs granted under the Pre-IPO Incentive Award Plan at grant date fair value based on the price of units issued to third-party investors in arms’ length transactions in connection with BGLH and Operating Partnership capital raising activities.

The Company recognizes stock-based compensation expense for time-based RSUs over the applicable vesting term.

Certain time-based RSUs were granted as replacements for unvested Management Profits Interests Class C units, and the stock-based compensation expense associated with these replacement awards includes the unrecognized stock-based compensation expense associated with the replaced awards.

Subject to the recipient’s continued status as a service provider throughout the performance period, performance-based RSUs 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 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, 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”);

– The total shareholder return of Lineage, Inc.

common stock (“TSR”) relative to the S&P 500 Index (“Relative TSR”).

All earned performance-based RSUs will vest in full upon completion of the performance period, subject to continued service, with the number of vested performance-based RSUs to be determined by the Plan Administrator within 60 days of the completion of the performance period.

Recipients of performance-based RSUs who do not remain a service provider for the full performance period but incur a Qualifying Termination will be eligible to vest in a number of performance-based RSUs based on the proportion of the performance period for which they remained an active service provider.

The Company measures performance-based RSUs at grant date fair value utilizing a Monte Carlo simulation to estimate the probability of the market vesting condition being satisfied.

The following table summarizes certain information regarding the terms of the Company’s awards:

Instrument Award Type Fair Value Determination Vesting Expense Recognition (1)

Expense Measurement

Time-Based RSU, Time-Based LTIP Service condition Closing stock price on date of grant (2)

Straight-line Fair value at grant date

Performance-Based RSU, Performance-Based LTIP Performance condition (3)

Closing stock price on date of grant Cliff;

Straight-line;

Adjusted based on probability of achieving performance targets Evaluated quarterly;

Ranges 0 - 200 % of grant date fair value depending on performance

Performance-Based RSU, Performance-Based LTIP Market condition (4)

Monte Carlo Cliff;

Straight-line;

Recognized even if condition is not met Fair value at grant date

(1) Expense is reversed if award is forfeited prior to vesting.

(2) Time-based awards under the Pre-IPO Incentive Award Plan were measured at grant date fair value based on the price of units issued to third-party investors in arms’ length transactions in connection with BGLH and Operating Partnership capital raising activities.

(3) Performance condition consists of achievement of Adjusted Funds from Operations per Share (“AFFO per share”) and Same Warehouse NOI Growth (“SS NOI Growth”) metrics, weighed 60% and 40%, respectively.

Certain awards issued in 2025 consist of performance conditions associated with Corporate EBITDA, Business Unit EBITDA, and Regional Revenues.

(4) Market condition consists of achievement of total shareholder return of Lineage, Inc.

common stock (“TSR”) relative to MSCI US REIT Index for 2025 awards and S&P 500 for 2024 awards.

Certain Plan participants were granted awards of RSUs covering shares of the Company’s common stock or interests in the Operating Partnership in the form of LTIP Units.

LTIP Units are a class of partnership interests in the Operating Partnership which may be issued to eligible Plan participants for the performance of services to or for benefit of the Company and Operating Partnership.

Further description of LTIP Units is available in Note 2, Capital structure and noncontrolling interests .

Stock-based compensation in the form of LTIP Units is recorded in Noncontrolling interests in the consolidated statements of redeemable noncontrolling interests and equity.

Certain RSUs and LTIP Units contain only a service vesting condition (“time-based”) and certain RSUs and LTIP Units contain vesting conditions based on service, Company performance, and market performance (“performance-based”).

During their vesting period, time-based LTIP Units have full distribution rights to receive any distributions declared by the Operating Partnership in cash.

During the performance period, holders of performance-based LTIP Units are entitled to receive 10 % of all distributions declared by the Operating Partnership in cash.

Performance-based LTIP Units are granted in tandem with certain distribution equivalent units which, to the extent that the applicable performance conditions are satisfied, will vest in an amount having a value equal to the excess of all distribution payments that would have been made by the Operating Partnership on such units during the performance period over the amount received in cash, adjusted by the rate of return on shares of Lineage, Inc.

common stock as if the distribution payments were invested in Lineage, Inc.

common stock between the distribution date and the completion of the performance period.

Certain time-based RSUs and LTIP Units were granted as replacements for unvested Management Profits Interests Class C units, and the stock-based compensation expense associated with these replacement awards includes the unrecognized stock-based compensation expense associated with the replaced awards.

Subject to the recipient’s continued status as a service provider throughout the performance period, performance-based RSUs and LTIP Units typically 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 TSR metric

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Notes to Consolidated Financial Statements

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).

All earned performance-based RSUs and LTIP Units will vest in full upon completion of the performance period, with the number of vested performance-based RSUs and LTIPs to be determined by the Plan Administrator within 60 days of the completion of the performance period.

Recipients of performance-based RSUs and LTIP Units who do not remain a service provider for the full performance period but incur a qualifying termination, as defined in the respective agreement, will be eligible to vest in a number of performance-based RSUs and LTIP Units based on the proportion of the performance period for which they remained an active service provider.

The Company measures performance-based RSUs and LTIP Units that contain a TSR component at grant date fair value utilizing a Monte Carlo simulation to estimate the probability of the market vesting condition being satisfied.

The Company’s achievement of the market vesting condition is contingent on its 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.

The Company forecasts the likelihood of achieving the predefined AFFO per share and SS NOI Growth targets for performance-based RSUs in order to calculate the expected performance-based RSUs that will become vested.

The Company recognizes stock-based compensation expense based on either the forecasted performance-based RSUs that will become vested (during the performance period) or the actual performance-based RSUs that become vested (at the completion of the performance period).

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

The key assumptions used to estimate the fair values of performance-based awards were as follows:

Year Ended December 31,

Assumption 2025 2024

Expected volatility 32.0 % 30.5 %

Risk-free interest rate 3.8 % 3.9 %

The Company forecasts 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.

The Company recognizes stock-based compensation expense based on either the forecasted units that will become vested (during the performance period) or the actual units that become vested (at the completion of the performance period).

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.

The following are details of grants and related expenses recognized during the periods presented.

(a) Restricted stock units

Time-based restricted stock units granted for the year ended December 31, 2024 consisted of the following:

a) 1,011,747 units with a grant date fair value of $ 84 million in connection with replacement awards for certain awards under the Pre-IPO Incentive Award Plan, as noted in the section Legacy Stock-Based Compensation Plans below;

b) 284,299 units with a grant date fair value of $ 24 million in connection with the annual grant primarily with a three-year vesting period issued to eligible employees at or above director level;

c) 180,448 units with a grant date fair value of $ 15 million in connection with Lineag e’s IPO with a one-year vesting period for eligible employees under director level;

d) 46,085 units with a grant date fair value of $ 4 million in off-cycle grants with vesting periods ranging between one to three years ;

and e) 8,226 units with a grant date fair value of $ 1 million in connection with the annual grant for Board members with a one-year vesting period.

Performance-based stock units granted for the year ended December 31, 2024 consisted of the following:

129,856 units with a grant date fair value of $ 12 million in connection with the annual grant with a three-year vesting period issued to all eligible employees at or above director level.

Time-based restricted stock units granted for the year ended December 31, 2025 consisted of the following:

a) 833,775 units with a grant date fair value of $ 46 million in connection with broad-based awards with a three-year vesting period for all eligible employees under the director level, referred to as Lineage Legacies;

b) 525,778 units with a grant date fair

LINEAGE, INC.

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Notes to Consolidated Financial Statements

value of $ 30 million in connection with the annual grant with a three-year vesting period issued to eligible employees at or above director level;

c) 276,887 units with a grant date fair value of $ 13 million in off-cycle grants with vesting periods ranging between one to three years ;

and d) 17,960 units with a grant date fair value of $ 1 million in connection with the annual grant for Board members with a one-year vesting period.

Performance-based stock units granted for the year ended December 31, 2025 consisted of the following:

a) 253,352 units with a grant date fair value of $ 14 million in connection with the annual grant with a three-year vesting period issued to eligible employees at or above director level;

b) 152,467 units with a grant date fair value of $ 9 million in connection with various grants with a one-year vesting period for executive, corporate, and operations leaders;

c) 13,547 units with a grant date fair value of $ 1 million in off-cycle grants with a three-year vesting period.

During the year ended December 31, 2025, the Company reassessed the probability of achieving certain performance conditions associated with its outstanding performance‑based RSU awards.

Based on updated forecasts and year‑to‑date performance results, management determined that it was no longer probable that the performance targets related to SS NOI Growth and AFFO per share for the 2024 grants would be fully achieved by the end of the respective performance period.

Accordingly, the Company reversed $ 3 million of previously recognized stock‑based compensation expense related to these awards.

Similarly, based on the same updated forecasts and performance trends, management concluded that the performance targets for 2025 awards tied to Corporate EBITDA, Business Unit EBITDA, and Regional Revenues were also no longer probable of achievement for the performance period ending December 31, 2025.

The Company currently estimates that approximately $ 5 million of the awards’ original $ 9 million grant‑date fair value will vest, pending final review and approval by the Plan Administrator.

The following represents a summary of these RSUs:

5 unchanged sentences

Unvested as of December 31, 2024 1,461,789 84.78 127,946 89.85

Stock-based compensation expense related to time-based RSUs for the year ended December 31, 2024 was $ 34 million.

Awards granted 1,654,400 53.95 419,366 57.33

Awards vested ( 667,135 ) 84.54 — —

Awards forfeited ( 317,048 ) 69.19 ( 26,572 ) 79.89

Unvested as of December 31, 2025 2,132,006 $ 63.25 520,740 $ 64.17

As of December 31, 2025, there was $ 90 million of unrecognized stock-based compensation expense related to unvested time-based RSUs that is expected to be recognized over a weighted-average period of 1.4 years.

Stock-based compensation expense related to performance-based RSUs for the year ended December 31, 2024 was $ 2 million.

As of December 31, 2025, there was $ 12 million of unrecognized stock-based compensation expense related to unvested performance-based RSUs that is expected to be recognized over a weighted-average period of 1.9 years.

(b) LTIP Units

Certain Plan participants were granted interests in the Operating Partnership in the form of LTIP Units.

Certain LTIP Units contain only a service vesting condition (“time-based LTIP Units”) and certain LTIP Units contain vesting conditions based on service, Company performance, and market performance (“performance-based LTIP Units”).

Further description of LTIP Units is available in Note 2, Capital structure and noncontrolling interests .

During their vesting period, time-based LTIP Units have full distribution rights to receive any distributions declared by the Operating Partnership in cash.

During the performance period, holders of performance-based LTIP Units are entitled to receive 10 % of all distributions declared by the Operating Partnership in cash.

common stock as if the distribution payments were invested in Lineage, Inc.

common stock between the distribution date and the completion of the performance period.

Time-based LTIP Units vest in equal annual installments over a three year period provided that the recipient continues to provide services to the Company through the applicable vesting date, subject to acceleration of vesting in the event the recipient incurs a Qualifying Termination.

The Company measures these time-based LTIP Units at grant date fair value based on the closing market price of shares of Lineage, Inc.

common stock on the grant date.

The Company recognizes stock-based compensation expense for time-based LTIP Units over the applicable vesting term.

Certain time-based LTIP Units were granted as replacements for unvested Management Profits Interests Class C units, and the stock-based compensation expense associated with these replacement awards includes the unrecognized stock-based compensation expense associated with the replaced awards.

Subject to the recipient’s continued status as a service provider throughout the performance period, performance-based 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 TSR metric) 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 LTIP Units that vest will range from 0 % to 100 % of the total number of

Time-based LTIP units granted for the year ended December 31, 2024 consisted of the following:

a) 720,041 units with a grant date fair value of $ 66 million in connection with replacement awards for certain awards under the Pre-IPO Incentive Award Plan, as noted in the section Legacy Stock-Based Compensation Plans below;

b) 498,691 units with a grant date fair value of $ 41 million in connection with the annual grant with a three-year vesting period issued to eligible employees at or above director level.

LINEAGE, INC.

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Notes to Consolidated Financial Statements

performance-based LTIP Units granted, based on the attainment of the following metrics, over the applicable performance period:

– AFFO per share;

– SS NOI Growth;

– Relative TSR.

All earned performance-based LTIP Units will vest in full upon completion of the performance period, subject to continued service, with the number of vested performance-based LTIP Units to be determined by the Plan Administrator within 60 days of the completion of the performance period.

Performance-based LTIP Units held by recipients who do not remain a service provider for the full performance period but incur a Qualifying Termination will remain outstanding and be eligible to vest upon the completion of the performance period.

The Company measures performance-based LTIP Units at grant date fair value utilizing a Monte Carlo simulation to estimate the probability of the market vesting condition being satisfied.

The Company’s achievement of the market vesting condition is contingent on its 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 LTIP Units is the average discounted payout across all simulation paths.

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

The Company recognizes stock-based compensation expense based on either the forecasted performance-based LTIP Units that will become vested (during the performance period) or the actual performance-based LTIP Units that become vested (at the completion of the performance period).

Performance-based LTIP units granted for the year ended December 31, 2024 consisted of the following:

1,776,421 units with a grant date fair value of $ 160 million in connection with the annual grant with a three-year vesting period issued to the executive leadership team.

Time-based LTIP units granted for the year ended December 31, 2025 consisted of the following:

a) 132,359 units with a grant date fair value of $ 7 million in connection with the annual grant with a three-year vesting period issued to eligible executives;

b) 73,930 units with a grant date fair value of $ 3 million in off-cycle grants with vesting periods ranging between two to three years .

Performance-based LTIP units granted for the year ended December 31, 2025 consisted of the following:

466,557 units with a grant date fair value of $ 28 million in connection with the annual grant with a three-year vesting period issued to eligible employees at or above director level.

Consistent with the performance-based RSUs, the Company reevaluated the likelihood of achieving certain performance conditions associated with outstanding performance-based LTIP awards and concluded that it is no longer probable the applicable performance targets for SS NOI Growth and Adjusted Funds from Operations per Share will be fully achieved by the end of the performance period for awards granted in 2024.

As a result, during the year ended December 31, 2025, the Company reversed previously recognized stock-based compensation expense of $ 19 million related to these awards.

The following represents a summary of these LTIP Units:

5 unchanged sentences

Unvested as of December 31, 2024 1,218,732 87.86 1,776,421 89.85

Stock-based compensation expense related to time-based LTIP Units for the year ended December 31, 2024 was $ 23 million.

Awards granted 206,289 50.03 466,557 59.50

Awards vested ( 406,238 ) 87.86 — —

Awards forfeited — — — —

Unvested as of December 31, 2025 1,018,783 $ 80.20 2,242,978 $ 83.54

As of December 31, 2025, there was $ 52 million of unrecognized stock-based compensation cost related to unvested time-based LTIP Units that is expected to be recognized over a weighted-average period of 1.1 years.

Stock-based compensation expense related to performance-based LTIP Units for the year ended December 31, 2024 was $ 12 million.

As of December 31, 2025, there was $ 20 million of unrecognized stock-based compensation cost related to unvested performance-based LTIP Units that is expected to be recognized over a weighted-average period of 1.5 years.

3 unchanged sentences

common stock issued to Plan participants in exchange for services provided to the Company, or in settlement of other Company liabilities.

LINEAGE, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

The Company measures these stock payment awards at grant date fair value based on the closing market price of shares of Lineage, Inc.

3 unchanged sentences

common stock were issued pursuant to stock payment awards under the 2024 Plan.

Stock-based compensation expense related to stock payment awards for the year ended December 31, 2024 was $ 114 million.

During the year ended December 31, 2024, the Company also issued stock payment awards totaling $ 15 million in settlement of awards that vested at IPO under the 2015 LVCP and 2021 LVCP, as described below.

LINEAGE, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Legacy Stock-Based Compensation Plans

6 unchanged sentences

In connection with the IPO and Formation Transactions, vesting for all outstanding unvested BGLH Restricted Units was accelerated and all previously unrecognized stock-based compensation expense was recognized at that time.

Stock-based compensation expense related to BGLH Restricted Units for the years ended December 31, 2024, 2023, and 2022 was $ 11 million, $ 14 million, and $ 9 million, respectively.

The following represents a summary of these units:

3 unchanged sentences

Awards vested ( 167,148 ) 83.76

Awards forfeited ( 3,727 ) 80.50

Unvested as of December 31, 2023 151,200 89.29

2 unchanged sentences

Unvested as of December 31, 2024 — $ —

Awards granted 31,088 96.50

Awards vested ( 182,288 ) 90.52

Unvested as of December 31, 2024 — $ —

(e) Management Profits Interests Class C units

2 unchanged sentences

In connection with the IPO and Formation Transactions, all outstanding unvested Management Profits Interests Class C units were cancelled and replaced with time-based RSUs or time-based LTIP Units.

All unrecognized stock-

LINEAGE, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

based compensation expense for the unvested Management Profits Interests Class C units will be recognized over the vesting term of the replacement awards, plus the incremental fair value of the replacement award.

All unrecognized stock-based compensation expense for the unvested Management Profits Interests Class C units is recognized over the vesting term of the replacement awards, plus the incremental fair value of the replacement award.

The Company fair valued these interests as of the grant date using the Black-Scholes model which was adjusted for the restriction period through a possible liquidity event.

1 unchanged sentence

The Company recognized stock-based compensation expense over the vesting term.

Stock-based compensation expense related to Management Profits Interests Class C units for the years ended December 31, 2024, 2023, and 2022 was $ 4 million, $ 11 million, and $ 8 million, respectively.

LINEAGE, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

The following represents a summary of these units:

8 unchanged sentences

Awards forfeited ( 147,976 ) 2.69

Unvested as of December 31, 2023 6,695,123 2.31

Awards granted 1,487,235 2.93

Awards vested ( 3,094,024 ) 1.78

Awards forfeited ( 147,976 ) 2.69

Awards cancelled and replaced ( 4,940,358 ) 2.82

Unvested as of December 31, 2024 — $ —

As of December 31, 2023, there were 21,091,532 outstanding Management Profits Interests Class C units that were fully vested.

Fully vested Management Profits Interests Class C units may have been redeemed in exchange for cash in connection with a tender redemption offer by Bay Grove Capital.

LLH MGMT and LLH MGMT II also had the right to redeem the fully vested Management Profits Interests Class C units if the holder of the units terminated their employment with the Company for any reason.

(f) LLH Value Creation Unit Plan units

5 unchanged sentences

This liability was settled during the year ended December 31, 2024 by paying cash to certain holders of vested awards totaling $ 11 million and issuing stock payment awards to satisfy the Company’s remaining obligation, as described above.

LINEAGE, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Certain outstanding awards under the 2015 LVCP and 2021 LVCP that, at the IPO, were not vested or did not have value to the holders of the awards were cancelled and replaced with time-based RSUs.

No awards under the 2015 LVCP or 2021 LVCP remain outstanding as of December 31, 2024.

No awards under the 2015 LVCP or 2021 LVCP remained outstanding as of December 31, 2025 and 2024.

Stock-Based Compensation Expense

6 unchanged sentences

Total stock-based compensation expense $ 126 $ 215 $ 26

The table above includes stock-based compensation expense related to stock payment awards issued in settlement of awards under the 2015 and 2021 LVCP but excludes cash payments made in settlement thereof.

LINEAGE, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

The following table summarizes the Company’s stock-based compensation expense by award type:

Year Ended December 31,

(in millions) 2025 2024 2023

Restricted Stock Units:

Time-based $ 69 $ 34 $ —

Performance-based 9 2 —

Time-based 43 23 —

Performance-based 5 12 —

Stock payment awards — 114 —

BGLH Restricted Class B units — 11 15

Management Profits Interests Class C units — 4 11

LLH Value Creation Unit Plan units settled through stock payment awards — 15 —

Total stock-based compensation expense $ 126 $ 215 $ 26

(19) Related-party balances

The Company pays Bay Grove Management a transition services fee and reimburses certain expenses pursuant to a transition services agreement executed in connection with the IPO, which replaced a previously existing operating services agreement.

Pursuant to the operating services agreement, Bay Grove Management provided certain management and operating services to the Company, and the Company is working with Bay Grove Management to internalize these services with Bay Grove Management’s assistance under the terms of the transition services agreement.

During the years ended December 31, 2024, 2023, and 2022 the Company recorded $ 12 million, $ 11 million, and $ 11 million, respectively, of expenses in General and administrative expense for transition and operating services.

As of December 31, 2024 and 2023, $ 1 million and $ 3 million, respectively, in transition and operating services fees and expenses were owed to Bay Grove Management and are included in Accounts payable and accrued liabilities in the consolidated balance sheets.

As of December 31, 2024, the Company had no accrued distributions payable by the Operating Partnership to BG Cold in connection with Founders Equity Share or the related Advance Distribution, as further described in Note 2, Capital structure and noncontrolling interests .

As of December 31, 2023, Accrued dividends and distributions in the consolidated balance sheets included an $ 11 million payable by the Operating Partnership to BG Cold in connection with Founders Equity Share.

As of December 31, 2024 and 2023, Accrued dividends and distributions also included pro rata dividends declared to all equity holders, including related parties.

Pursuant to the operating services agreement, Bay Grove Management provided certain management and operating services to the Company.

The Company is working with Bay Grove Management to internalize these services with Bay Grove Management’s assistance under the terms of the transition services agreement.

During the years ended December 31, 2025, 2024, and 2023, the Company recorded $ 10 million, $ 12 million, and $ 11 million, respectively, of expenses in General and administrative expense for transition and operating services and expense reimbursements.

Accounts payable and accrued liabilities included immaterial amounts in transition services fees and expenses owed to Bay Grove Management as of December 31, 2025 and 2024.

As of December 31, 2025 and December 31, 2024, Accrued dividends and distributions included dividends declared to all equity holders, including related parties.

The Company owns an investment stake in suppliers that are accounted for under the equity method of accounting, creating related-party relationships.

The Company incurred costs of $ 15 million, $ 9 million, and $ 9 million with these suppliers for the years ended December 31, 2025, 2024, and 2023, respectively.

Accounts payable and accrued liabilities includes $ 2 million owed to these suppliers as of December 31, 2023.

Accounts payable and accrued liabilities included $ 3 million owed to these suppliers as of December 31, 2025.

No such payables were outstanding as of December 31, 2024.

As of December 31, 2024 and 2023, the Company had related-party receivables with minority interest partners and equity method investees of $ 2 million and $ 6 million, respectively.

Related-party receivables are included in Accounts receivable, net in the consolidated balance sheets.

As of December 31, 2024 and 2023 both, the Company had additional related-party payables of $ 2 million with minority interest partners.

Related-party payables are included in Accounts payable and accrued liabilities in the consolidated balance sheets.

The Operating Partnership issued notes to certain individual BGLH investors and Non-Company LPs in order to fund certain investor transactions.

In a prior period, the Operating Partnership issued notes to certain individual BGLH investors and Non-Company LPs in order to fund certain investor transactions.

These notes were repaid in full during the year ended December 31, 2024.

During the years ended December 31, 2025 and 2023, the Company donated $ 2 million and $ 5 million to the Lineage Foundation for Good (the “Foundation”), respectively, which is recorded in General and administrative expense in the consolidated statements of operations and comprehensive income (loss).

No material donations were made during the year ended December 31, 2024.

The Foundation was organized as a non-profit entity during 2021, and the Company has influence over the Foundation through board representation.

LINEAGE, INC.

1 unchanged sentence

Notes to Consolidated Financial Statements

December 31, 2023, these notes totaled $ 16 million.

These notes receivable are included in Accounts receivable, net and Other assets in the consolidated balance sheets.

During the years ended December 31, 2023 and 2022, the Company donated $ 5 million, and $ 4 million to the Lineage Foundation for Good (the “Foundation”), respectively, which are recorded in General and administrative expense in the consolidated statements of operations and comprehensive income (loss).

No donations were made during the year ended December 31, 2024.

The Foundation was organized as a non-profit entity during 2021, and the Company has influence over the Foundation through board representation.

(20) Commitments and contingencies

3 unchanged sentences

The Company has established restricted cash accounts with banks or directly with the insurers or letters of credit that are collateral for its self‑insured workers’ compensation obligations.

The combined amount included in Accounts payable and accrued liabilities and Other long-term liabilities related to workers’ compensation liabilities as of December 31, 2024 and 2023 was $ 52 million and $ 40 million, respectively.

The combined amount included in Accounts payable and accrued liabilities and Other long-term liabilities related to workers’ compensation liabilities as of December 31, 2025 and December 31, 2024 was $ 50 million and $ 52 million, respectively.

The liability represents the gross amount excluding amounts receivable from the insurers.

The total included in Prepaid expenses and other current assets and Other assets related to the receivables from insurers as of December 31, 2024 and 2023 was $ 17 million and $ 11 million, respectively.

The total included in Prepaid expenses and other current assets and Other assets related to the receivables from insurers as of December 31, 2025 and December 31, 2024 was $ 14 million and $ 17 million, respectively.

The Company is also self‑insured for a portion of employee medical costs.

1 unchanged sentence

Medical self‑insurance liabilities are determined by third‑party actuaries.

The total included in Accounts payable and accrued liabilities related to medical liabilities as of December 31, 2024 and 2023 was $ 11 million and $ 15 million, respectively.

The total included in Accounts payable and accrued liabilities related to medical liabilities as of December 31, 2025 and December 31, 2024 was $ 14 million and $ 11 million, respectively.

(b) Legal and regulatory proceedings

11 unchanged sentences

The Company records accruals for environmental matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on current law and existing technologies.

The Company adjusts these accruals periodically as assessment and remediation efforts progress or as additional technical or legal information

LINEAGE, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

become available.

The Company has recorded nominal environmental liabilities in Accounts payable and accrued liabilities as of December 31, 2024 and 2023 .

The Company believes it is in compliance with applicable environmental regulations in all material respects.

3 unchanged sentences

Even if more than one person may have been responsible for the contamination, each person covered by the environmental laws may be held responsible for the entire clean-up cost.

There are no material unrecorded liabilities as of December 31, 2024 and 2023.

Most of the Company’s warehouses utilize anhydrous ammonia as a refrigerant.

Anhydrous ammonia is classified as a hazardous chemical regulated by the EPA and various other agencies in the locations in which the Company op erates, and an accident or significant release of anhydrous ammonia from a warehouse could result in injuries, loss of life, and property damage.

There are no material liabilities arising out of environmental matters as of December 31, 2025 and December 31, 2024.

LINEAGE, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(d) Occupational Safety and Health Act (OSHA)

3 unchanged sentences

The Company records accruals for OSHA matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated.

The Company believes that it is in compliance with all OSHA regulations in all material respects and that no material unrecorded liabilities exist as of December 31, 2024 and 2023.

(e) Statesville, North Carolina

On January 10, 2020, contractors and subcontractors were working on the blast cells at the Company’s freezer warehouse in Statesville, North Carolina when an incident occurred triggering the release of anhydrous ammonia at the facility, resulting in the death of a subcontractor and injury to another subcontractor, as well as damage to customers’ goods.

The involved parties have resolved the matter with $ 6 million due to the Company related to various expenses incurred and paid for by the Company related to the incident.

The parties executed a settlement agreement on or around October 23, 2024, and the settlement payment was received in the fourth quarter of 2024.

The court closed this case as of December 18, 2024.

The Company believes the ultimate outcome of this matter did not have a material adverse impact on its consolidated financial statements.

No material costs were incurred in relation to this matter.

(f) Kennewick, Washington warehouse fire

The Company believes that it is in compliance with all OSHA regulations in all material respects and that no material unrecorded liabilities exist as of December 31, 2025 and December 31, 2024.

(e) Kennewick, Washington warehouse fire

On April 21, 2024, a fire occurred at the Company’s warehouse in Kennewick, Washington, destroying the building and customer inventories.

1 unchanged sentence

The Company expects all repair, replacement, and clean-up costs to be covered by its insurance policies, excluding any deductibles and self-insured retentions.

To date, the Company has not received any claims for customer inventories losses.

During the year ended December 31, 2024, the Company recorded a net gain of $ 51 million, consisting 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.

The net gain is presented in Restructuring, impairment, and (gain) loss on disposals in the Company’s consolidated statements of operations and comprehensive income (loss).

On December 30, 2024, Lineage received a demand letter regarding a potential class action lawsuit for damages to the local residents from the Kennewick fire.

To date, no such lawsuit has been served or filed.

The potential loss from such a lawsuit cannot be estimated at this time.

(g) Construction Commitments

As of December 31, 2024, the Company had plans to purchase or construct assets, primarily related to new warehouses, expansions, energy projects, and software technology, which require an estimated $ 405 million to complete.

The net gain or loss is presented in Restructuring, impairment, and (gain) loss on disposals in the Company’s consolidated statements of operations and comprehensive income (loss) and consisted of the following:

Year Ended December 31,

(in millions) 2025 2024

Loss of carrying value of impaired assets $ — $ 25

Clean-up costs 1 29

Insurance reimbursement (1)

( 54 ) ( 105 )

Net (gain) loss $ ( 53 ) $ ( 51 )

(1) Includes business interruption insurance recoveries of $ 6 million during the year ended December 31, 2025.

In July 2025, the Company received a customer claim for inventories losses associated with the fire, to which the Company believes it has a strong defense.

The Company believes this matter is adequately covered by insurance and does not expect the ultimate outcome of this matter to have a material adverse impact on the consolidated financial statements.

On January 21, 2026, a complaint was filed against the Company, the State of Washington and Benton-Franklin Health District alleging damages to certain local residents from the Kennewick fire.

The case is at a preliminary stage, and while the potential loss from this complaint cannot be estimated at this time, the Company believes it has strong defenses to the alleged claims and does not expect the ultimate outcome of this matter to have a material adverse impact on the consolidated financial statements.

(f) Tax inquiry

In 2025, the Company received an inquiry from a foreign tax authority related to a historical tax matter.

The Company believes the tax authority’s position lacks merit and, if the tax authority were to pursue it, the Company has strong bases on which to vigorously defend the matter.

However, if the tax authority were successful in challenging the Company’s position, it could have a material adverse effect on the consolidated financial statements.

Given the preliminary stage and the complexities of the inquiry, any potential loss or range of loss cannot be estimated at this time.

LINEAGE, INC.

1 unchanged sentence

Notes to Consolidated Financial Statements

(g) City of St.

Clair Shores v.

Lineage, Inc., et al.

On August 1, 2025, a putative class action complaint was filed against the Company in the Eastern District of Michigan captioned City of St.

Clair Shores Police and Fire Retirement System v.

Lineage, Inc., et al., Case No.

2:25-cv-12383 (the “St.

Clair Lawsuit”).

Clair Lawsuit alleges violations of Sections 11 and 15 of the Securities Act of 1933 on behalf of a putative class of investors who purchased the Company's common stock in the IPO (the “Plaintiffs”).

The complaint names as defendants the Company, certain of its current officers and directors, Bay Grove Capital Group LLC, and the Company’s underwriters in the IPO (the “Defendants”).

The complaint alleges, among other things, that the Company and certain of its current officers and directors made false and misleading statements and failed to disclose certain information regarding the Company’s business prospects in the lead-up to the IPO.

The Plaintiffs seek damages, interest, costs, expenses, attorneys' fees, and other unspecified equitable relief.

The case is at a preliminary stage.

The Defendants intend to vigorously defend against the claims in the St.

Clair Lawsuit.

The Company is not able to estimate the possible loss or range of loss in connection with this matter at this time.

(h) Construction Commitments

As of December 31, 2025, the Company has plans to purchase or construct assets, primarily related to new warehouses, expansions, and energy projects, which require an estimated $ 742 million to complete.

(21) Accumulated other comprehensive income (loss)

The Company reports activity in Accumulated other comprehensive income (loss) (“AOCI”) for foreign currency translation adjustments and unrealized gains and losses on interest rate and foreign currency hedges.

The Company reports activity in AOCI for foreign currency translation adjustments and unrealized gains and losses on interest rate and foreign currency hedges.

Activity within AOCI was as follows:

8 unchanged sentences

Balance at beginning of period $ 57 $ 115 $ 190

Unrealized gain (loss) on foreign currency hedges and interest rate hedges 30 27 218

Unrealized gain (loss) on interest rate hedges and foreign currency hedges 8 30 27

Net amount reclassified from AOCI to net income (loss) ( 74 ) ( 96 ) ( 118 )

9 unchanged sentences

Basic EPS is calculated by dividing net income (loss) attributable to common stockholders of the Company by the weighted average common shares outstanding during the reporting period.

Diluted EPS is calculated by dividing net income (loss) attributable to common stockholders of the Company by the weighted average common shares and common share equivalents outstanding during the reporting period.

Diluted EPS is calculated by dividing net income (loss) attributable to common stockholders adjusted for any dilutive instruments of the Company by the weighted average common shares and common share equivalents outstanding during the reporting period.

A reconciliation of the basic and diluted EPS is as follows:

4 unchanged sentences

$ ( 100 ) $ ( 664 ) $ ( 77 )

Accretion of redeemable noncontrolling interests 14 34 31

Redeemable noncontrolling interest adjustment 8 7 ( 16 )

Redeemable noncontrolling interest redemption value adjustment ( 2 ) 22 41

Reclassification of the Preference Shares — 20 —

2 unchanged sentences

Net income (loss) per share attributable to common stockholders - basic and diluted $ ( 0.43 ) $ ( 3.70 ) $ ( 0.73 )

The Company’s potential dilutive securities have been excluded from the computation of diluted net earnings (loss) per share for the years ended December 31, 2024, 2023, and 2022 as they are antidilutive.

The Company’s potential dilutive securities have been excluded from the computation of diluted net earnings (loss) per share, as they are antidilutive.

Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net earnings (loss) per share attributable to common stockholders is the same.

The Company’s potential common share equivalents as of December 31, 2025, 2024 and 2023 are as follows:

• As described in Note 2, Capital structure and noncontrolling interests, Non-Company LPs who hold partnership common units have certain redemption rights which allow them to require the Operating Partnership to repurchase the partnership common units in exchange for cash or, at the option of the Company, shares of Lineage, Inc.

• Non-Company LPs who hold partnership common units have certain redemption rights which allow them to require the Operating Partnership to repurchase the partnership common units in exchange for cash or, at the option of the Company, shares of Lineage, Inc.

common stock.

2 unchanged sentences

common stock which could be issued in connection with a hypothetical repurchase of currently outstanding partnership common units or potentially outstanding partnership common units issued in exchange for Legacy OP Units, LTIP Units, and OPEUs represent potential common share equivalents.

• The Company has issued certain Put Options and top-up rights as described in Note 2, Capital structure and noncontrolling interests.

• The Company issued certain Put Options and top-up rights .

In accordance with ASC 260, Earnings per Share, the incremental shares associated with satisfaction of the Put Options utilizing proceeds of a hypothetical issuance of common shares at market prices represent potential common share equivalents.

Payments of top-up rights in the form of shares of common stock would also represent potential common share equivalents.

• As of March 1, 2025 the sellers of MTC Logistics may elect to receive any combination of cash or Operating Partnership units that equal the excess of $ 34 million over the fair market value of the units issued to the sellers in the MTC Logistics acquisition.

The Operating Partnership Units that could be issued in connection with this hypothetical election represent potential common share equivalents.

Payments of top-up rights in the form of shares of common stock represented potential common share equivalents as of December 31, 2024.

All Put Options have been settled as of December 31, 2025.

• Before the redemption of Class A units and the Legacy Class A-4 OP units by the seller of MTC Logistics in 2025, as described in Note 2, Capital structure and noncontrolling interests, the holder could elect to receive any combination of cash or Operating Partnership units that equal the excess of $ 34 million over the fair market value of the units.

The Operating Partnership Units that could have been issued in connection with this hypothetical election represented potential common share equivalents as of December 31, 2024 and 2023.

• The Preference Shares further described in Note 2, Capital structure and noncontrolling interests will be redeemed for cash or a variable number of shares of the Company’s common stock on October 1, 2026.

LINEAGE, INC.

1 unchanged sentence

Notes to Consolidated Financial Statements

• Prior to the completion of the IPO, the Preference Shares further described in Note 2, Capital structure and noncontrolling interests were convertible at the option of the Co-Investor to Operating Partnership interests or common stock of the Company, depending on whether or not certain events occurred.

The Operating Partnership interests or common stock of the Company that could have been issued in connection with a hypothetical conversion represented potential common share equivalents for diluted EPS calculation for the years ended December 31, 2023 and 2022.

As described in Note 2, Capital structure and noncontrolling interests , the Co-Investor elected not to exercise their right to convert the Preference Shares, and the Co-Investor will now receive cash or a variable number of shares of the Company’s common stock on October 1, 2026.

The Company’s common shares that could be issued to the Co-Investor in settlement of the Preference Shares represent potential common share equivalents for the year ended December 31, 2024.

• As described in Note 4, Business combinations, asset acquisitions, and divestitures, the 2020 SCS acquisition contained contingent consideration in the form of Operating Partnership units, which shall be issued if a certain customer exercises its purchase option.

These Operating Partnership units represent potential common share equivalents.

• As described in Note 18, Stock-based compensation , certain members of management were granted RSUs during the year ended December 31, 2024.

RSUs that are unvested as of December 31, 2024 represent potential common share equivalents because upon vesting, the Company will issue common shares to the awardee.

• As described in Note 18, Stock-based compensation , certain members of management and certain non-employees have been granted BGLH Restricted Units.

BGLH Restricted Units that were unvested as of December 31, 2023 and 2022 represented potential common share equivalents because upon vesting, the Company would have to issue common shares issued to BGLH.

There were no unvested BGLH Restricted Units as of December 31, 2024.

• As described in Note 18, Stock-based compensation , certain members of management have been granted Management Profits Interests Class C units in LLH MGMT and LLH MGMT II.

These Class C Units in LLH MGMT and LLH MGMT II that were unvested as of December 31, 2023 and 2022 represented potential common share equivalents because upon vesting, they would be able to share in the profits of the Company, as defined in the LLH MGMT and LLH MGMT II operating agreements.

Because the Class C Units did not yet share in distributions, the potential units would not be allocated any undistributed earnings for basic and diluted EPS calculations.

There were no unvested Class C Units as of December 31, 2024.

Company’s common shares that could be issued to the Co-Investor in settlement of the Preference Shares represent potential common share equivalents.

• Contingent consideration in the form of Operating Partnership units issued in a 2020 acquisition, which shall be issued if a certain customer exercises its purchase option, represent potential common share equivalents.

• Time-based RSUs and performance-based RSUs that were unvested as of December 31, 2025, 2024, and 2023 represent potential common share equivalents because upon vesting, the Company will issue common shares to the awardee.

• BGLH Restricted Units and Management Profits Interests Class C units in LLH MGMT and LLH MGMT II that were unvested as of December 31, 2023 represented potential common share equivalents because upon vesting, the Company would have had to issue common shares or the units would otherwise be able to share in the profits of the Company.

There were no unvested BGLH Restricted Units or Class C Units as of December 31, 2025 and 2024.

(23) Segment information

19 unchanged sentences

Global Integrated Solutions cost of operations (1)

Total segment cost of operations 3,575 3,590 3,473

Stock-based compensation expense 3 — —

Total cost of operations 3,578 3,590 3,473

1,154 1,222 1,241

Global Warehousing NOI 1,484 1,534 1,508

2 unchanged sentences

Reconciling items:

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 )

2 unchanged sentences

Acquisition, transaction, and other expense ( 67 ) ( 651 ) ( 60 )

Goodwill impairment ( 48 ) — —

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

10 unchanged sentences

Total capital expenditures for property, plant, and equipment $ 712 $ 703 $ 735

(1) Cost of operations in the Global Integrated Solutions segment primarily consists of third-party carrier charges, labor, fuel, and rail and vehicle maintenance.

Geographic Information

82 unchanged sentences

France 2 — 4 60 4 4 64 68 ( 6 ) Various 2021

Germany 1 — — 45 — — 45 45 — 2025 2025

Italy 3 — 11 23 7 12 29 41 ( 5 ) Various 2021-2024

48 unchanged sentences

Accumulated depreciation - real estate assets in leased facilities 85

Accumulated depreciation - other miscellaneous (a)

Total reconciling items 1,471

Accumulated depreciation, as reported on Schedule III $ ( 2,073 )

________________________________

(a) Other miscellaneous includes assets held for sale

(2) Amount includes the cumulative impact of foreign currency translation and the effect of any asset disposals or impairments.

(3) The unaudited aggregate cost for Federal tax purposes as of December 31, 2025 of the company real estate assets was approximately $ 11.9 billion.

LINEAGE, INC.

3 unchanged sentences

(in millions, except quantity of buildings)

(3) The unaudited aggregate cost for Federal tax purposes as of December 31, 2024 of the company real estate assets was approximately 10.8 billion.

(4) The life on which depreciation is computed in the consolidated statements of operations and comprehensive income (loss) for the year ended December 31, 2025 ranges from 1 to 40 years.

3 unchanged sentences

Real estate properties, at cost:

Balance at January 1 $ 10,020 $ 9,381 $ 8,063

Balance as of January 1 $ 10,283 $ 10,020 $ 9,381

Capital expenditures 429 309 418

3 unchanged sentences

Impact of foreign exchange rate changes and other 245 ( 278 ) 63

Balance at December 31 $ 10,283 $ 10,020 $ 9,381

Balance as of December 31 $ 11,379 $ 10,283 $ 10,020

Accumulated depreciation:

Balance at January 1 $ ( 1,427 ) $ ( 1,116 ) $ ( 844 )

Balance as of January 1 $ ( 1,698 ) $ ( 1,427 ) $ ( 1,116 )

Depreciation Expense ( 365 ) ( 336 ) ( 309 )

1 unchanged sentence

Impact of foreign exchange rate changes and other ( 26 ) 47 ( 9 )

Balance at December 31 $ ( 1,698 ) $ ( 1,427 ) $ ( 1,116 )

Total real estate properties, net at December 31 $ 8,585 $ 8,593 $ 8,265

Balance as of December 31 $ ( 2,073 ) $ ( 1,698 ) $ ( 1,427 )

Total real estate properties, net as of December 31 $ 9,306 $ 8,585 $ 8,593

(7) Schedule III building counts include owned buildings, which, in certain circumstances, may have been combined when they are a part of the same property.

2 unchanged sentences

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 8. Financial Statements and Supplementary Data