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Item 9A. Controls and Procedures

2026-02-25 compared with 2025-02-26 · 133 added, 57 removed, 105 unchanged (64% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this report.

Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosures controls and procedures were effective as of December 31, 2024 at a reasonable assurance level.

Under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), we evaluated the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this report.

Such disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, to allow timely decisions regarding required disclosures.

Remediation of Material Weakness in Internal Control over Financial Reporting

As previously reported in our Prospectus, in connection with its audit of our consolidated financial statements for the year ended December 31, 2023, our independent registered public accounting firm identified a material weakness in internal control over financial reporting.

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

The identified material weakness had risen from our failure to timely complete our risk assessment and design, implement and/or effectively operate controls for a sufficient period of time.

To effectively address the identified material weakness, we took proactive steps to bolster our internal capabilities by hiring additional personnel with specialized expertise.

Furthermore, we also engaged third-party specialists who brought in-depth knowledge and experience to supplement our internal efforts.

This multi-faceted approach enabled us to strengthen our internal controls, and enhance our risk management processes.

As a result of the remediation activities, as of December 31, 2024 the material weakness has been remediated.

Changes in Internal Control over Financial Reporting

Other than remediation efforts described above, there have been no changes in our internal control over financial reporting identified during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosures.

Based on this evaluation, our CEO and CFO have concluded that our disclosures controls and procedures were not effective as of December 31, 2025 because of the material weakness described below.

Management’s Annual Report on Internal Control over Financial Reporting

This Annual Report does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of the company's registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act.

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

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

With the participation of our CEO and CFO, management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025, using the criteria set forth in in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

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 Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

We identified the following material weakness related to information technology general controls (“ITGCs”) as of December 31, 2025:

We did not design and maintain effective ITGCs for information systems that are relevant to the preparation of our consolidated financial statements.

Specifically, we did not design and maintain:

(i) program change management controls to ensure that program and data changes are identified, tested, authorized, and implemented appropriately;

and (ii) user access controls to ensure appropriate segregation of duties and to adequately restrict user and privileged access to appropriate personnel.

These IT deficiencies did not result in a material misstatement to the consolidated financial statements, however, the deficiencies, when aggregated, could impact maintaining effective segregation of duties, as well as the effectiveness of IT-dependent controls (such as automated controls that address the risk of material misstatement to one or more assertions, along with the IT controls and underlying data that support the effectiveness of system-generated data and reports) that could result in misstatements potentially impacting all financial statement accounts and disclosures that would not be prevented or detected.

Accordingly, management has determined these deficiencies constitute a material weakness.

Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of December 31, 2025.

PricewaterhouseCoopers LLP, independent registered public accounting firm, has performed an audit of, and has issued an attestation report on, the Company’s internal control over financial reporting as of December 31, 2025.

Remediation of Material Weakness

Management remains committed to maintaining a strong internal control environment and has initiated actions to remediate the identified material weakness.

Remediation efforts include:

• the recent hiring of IT Compliance and Oversight personnel with responsibility to lead the remediation for the design and operating effectiveness of ITGCs, including the monitoring of effectiveness of these controls;

• enhancing the design of control activities and enforcing supporting documentation retention protocols for all program change management and user access controls;

• developing and maintaining an enhanced controls training awareness program for new and existing employees addressing ITGCs and related policies, with a focus on program change management and user access controls.

Management will continue to assess the effectiveness of these efforts and adjust remediation plans as necessary.

The material weakness will not be considered remediated until all corrective measures have been fully implemented, the relevant controls have operated effectively for a sufficient period, and management has concluded—through testing—that the controls are operating as intended.

While management believes the remediation plan will resolve the material weakness, the timing of full remediation cannot be guaranteed.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Other Information

None of our directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the period ended December 31, 2024, as such terms are defined under Item 408(a) of Regulation S-K.

Additionally, we did not adopt or terminate a Rule 10b5–1 trading arrangement during the period ended December 31, 2024.

2025 Annual Meeting of Stockholders

Our board of directors established June 18, 2025 as the date of our 2025 annual meeting of stockholders (the “2025 Annual Meeting”).

The time and location of the 2025 Annual Meeting will be specified in the Company’s proxy statement for the 2025 Annual Meeting.

In accordance with Rule 14a-8 under the Exchange Act, stockholder proposals intended to be presented at the 2025 Annual Meeting and included in our 2025 proxy materials must be sent in writing, by certified mail, return receipt requested, to us at our principal office, addressed to our corporate secretary, and must be received by us no later than a reasonable time before we begin to print and mail the proxy materials for the 2025 Annual Meeting.

Accordingly, our board of directors has fixed the new deadline for submission of proposals to be included in our 2025 proxy statement as March 8, 2025.

In order for a stockholder proposal submitted outside of Rule 14a-8 to be considered at our 2025 Annual Meeting, the proposal must contain the information required by our bylaws and be received by us in accordance with our bylaws.

Pursuant to our current bylaws, stockholder proposals made outside of Rule 14a-8 under the Exchange Act must be delivered between the 150th day prior to the date of the 2025 Annual Meeting and the later of (i) the 120th day prior to the day of the 2025 Annual Meeting or (ii) the tenth day following the date on which public announcement of the date of the 2025 Annual Meeting is first made.

Accordingly, the deadline for shareholder proposals submitted outside of Rule 14a-8 is March 8, 2025.

None of our directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the three months ended December 31, 2025, as such terms are defined in Item 408 of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Greg Lehmkuhl 53 President, Chief Executive Officer, and Director President and Chief Executive Officer at Lineage, Inc.

Robert Crisci 49 Chief Financial Officer Chief Financial Officer at Lineage, Inc.

Robb LeMasters 48 Chief Financial Officer Chief Financial Officer at Lineage, Inc.

Jeffrey Rivera 53 Global Chief Operations Officer Global Chief Operations Officer at Lineage, Inc.

Sudarsan Thattai 52 Chief Information Officer and Chief Transformation Officer Chief Information Officer and Chief Transformation Officer at Lineage, Inc.

Sean Vanderelzen 52 Chief Human Resources Officer and President – Europe Chief Human Resources Officer and President – Europe at Lineage, Inc.

Kelly Burlage 48 Chief Human Resources Officer Chief Human Resources Officer at Lineage, Inc.

Natalie Matsler 50 Chief Legal Officer and Corporate Secretary Chief Legal Officer and Corporate Secretary at Lineage, Inc.

7 unchanged sentences

Luke Taylor 48 Director Co-President at Stonepeak

Michael Turner 52 Director Co-Founder and Chief Executive Officer at Superkey Inc.

Michael Turner 53 Director Co-Founder and Chief Executive Officer at Superkey Insurance LLC

Lynn Wentworth 67 Director Retired

James Wyper 35 Director Senior Managing Director, Global Head of Transportation & Logistics at Stonepeak

James Wyper 36 Director Senior Managing Director, Head of U.S.

Private Equity and Head of Transportation & Logistics at Stonepeak

Code of Conduct

The Company’s Code of Conduct, which is applicable to all directors, officers, and employees of the Company, including the principal executive officer, the principal financial officer and the principal accounting officer, is available on the Investor Relations section of the Company’s website (ir.onelineage.com).

The Company intends to post amendments to, or waivers from, its Code of Conduct (to the extent applicable to the Company’s directors, executive officers, or principal financial officers) at this location on its website.

The other information required by Item 10 is incorporated by reference to our 2026 Proxy Statement, which will be filed with the SEC no later than 120 days after December 31, 2025.

1 unchanged sentence

The information required by Item 11 is incorporated by reference to our 2026 Proxy Statement, which will be filed with the SEC no later than 120 days after December 31, 2025.

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by Item 12 is incorporated by reference to our 2026 Proxy Statement, which will be filed with the SEC no later than 120 days after December 31, 2025.

10 unchanged sentences

333-280997), filed on July 25, 2024) .

3.3 Agreement of Limited Partnership of Lineage OP, LP (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

001-42191), filed on July 26, 2024).

3.4 Unit Designation – Legacy units of Lineage OP, LP (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No.

001-42191), filed on July 26, 2024).

3.5 Tenth Amended and Restated Operating Agreement of Lineage Logistics Holdings, LLC (incorporated by reference to Exhibit 10.

1 to the Company’s Quarterly Report on Form 10-Q (File No.

001-42191), filed on November 5, 2025 ) .

4.1 Form of Common Stock Certificate of Lineage, Inc.

1 unchanged sentence

333-280470), confidentially submitted on May 3, 2024).

4.2 Description of Capital Stock

10.1 Agreement of Limited Partnership of Lineage OP, LP (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on July 26, 2024)

10.2 Unit Designation – Legacy Units of Lineage OP, LP (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on July 26, 2024)

10.3 Ninth Amended and Restated Operating Agreement of Lineage Logistics Holdings, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on July 26, 2024)

4.2 Description of Capital Stock (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K (File No.

001-42191), filed on February 26, 2025.

4.3 Indenture, dated as of June 17, 2025, among Lineage OP, LP, Lineage, Inc.

Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No.

001-42191), filed on June 17, 2025) .

4.4 First Supplemental Indenture, dated as of June 17, 2025, among Lineage OP, LP, Lineage, Inc., the other guarantors party thereto and U.S.

Bank Trust Company, National Association, as trustee, including a form of 5.250% Senior Notes due 2030 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K (File No.

001-42191), filed on June 17, 2025) .

4.5 Second Supplemental Indenture, dated as of November 26, 2025, among Lineage OP, LP, Lineage Europe Finco B.V.

Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-4 (File No.

333-292261), filed on December 18, 2025).

4.6 Indenture, dated as of November 26, 2025, among Lineage Europe Finco B.V., Lineage, Inc., Lineage OP, LP and U.S.

Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No.

001-42191), filed on December 2, 2025).

4.7 First Supplemental Indenture, dated as of November 26, 2025, among Lineage Europe Finco B.V., Lineage, Inc., Lineage OP, LP, the other guarantors party thereto, U.S.

Bank Trust Company, National Association, as trustee, registrar and transfer agent, and U.S.

Bank Europe DAC, as paying agent, including a form of 4.125% Senior Notes due 2031 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K (File No.

001-42191), filed on December 2, 2025).

10.1† Form of Restrictive Covenants Agreement between Lineage, Inc.

15 unchanged sentences

333-280470), filed on June 26, 2024).

10.12† Executive Severance Plan (incorporated by reference to Exhibit 10.18 to the Company’s Registration Statement on Form S-11 (File No.

333-280470), filed on June 26, 2024)

10.13† Non-Employee Director Compensation Program (incorporated by reference to Exhibit 10.19 to the Company’s Registration Statement on Form S-11 (File No.

10.9† Form of Indemnification Agreement between Lineage, Inc.

and each of its directors and executive officers (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-11 (File No.

333-280470), filed on June 26, 2024).

10.14† Amended and Restated Employment Agreement by and between Lineage, Inc., Lineage Logistics Services, LLC, Lineage Logistics Holdings, LLC and Greg Lehmkuhl (incorporated by reference to Exhibit 10.16 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed on August 21, 2024)

10.15† Amended and Restated Employment Agreement by and between Lineage, Inc., Lineage Logistics Services, LLC, Lineage Logistics Holdings, LLC and Rob Crisci (incorporated by reference to Exhibit 10.17 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed on August 21, 2024)

10.16 Transition Services Agreement, dated July 24, 2024, between Lineage Logistics Holdings, LLC and Bay Grove Management Company, LLC (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on July 26, 2024)

10.10 Transition Services Agreement, dated July 24, 2024, between Lineage Logistics Holdings, LLC and Bay Grove Management Company, LLC (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No.

001-42191), filed on July 26, 2024).

10.11 Stockholders Agreement, dated July 24, 2024, among Lineage, Inc.

and the investors party thereto (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed on July 26, 2024)

and the investors party thereto (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (File No.

001-42191), filed on July 26, 2024).

10.12 Registration Rights Agreement, dated July 24, 2024, between Lineage, Inc.

and BG Lineage Holdings, LLC (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed on July 26, 2024)

10.19 Registration Rights Agreement, dated July 24, 2024, among Lineage, Inc., Adam Forste, Kevin Marchetti and the other holders party thereto (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K, filed on July 26, 2024)

10.20 Put Option Agreement, dated July 24, 2024, among Lineage, Inc., Lineage OP, LP, Lineage Logistics Holdings, LLC and BG Lineage Holdings, LLC (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K, filed on July 26, 2024)

10.21 Expense Reimbursement and Indemnification Agreement, dated July 24, 2024 (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K, filed on July 26, 2024)

and BG Lineage Holdings, LLC (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K (File No.

001-42191), filed on July 26, 2024).

10.13 Registration Rights Agreement, dated July 24, 2024, among Lineage, Inc., Adam Forste, Kevin Marchetti and the other holders party thereto (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K (File No.

001-42191), filed on July 26, 2024).

10.14 Put Option Agreement, dated July 24, 2024, among Lineage, Inc., Lineage OP, LP, Lineage Logistics Holdings, LLC and BG Lineage Holdings, LLC (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K (File No.

001-42191), filed on July 26, 2024).

10.15 Expense Reimbursement and Indemnification Agreement, dated July 24, 2024 (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K (File No.

001-42191), filed on July 26, 2024).

10.16 Amended and Restated Revolving Credit and Term Loan Agreement, dated as of February 15, 2024, among Lineage Logistics Holdings, LLC, Lineage OP, LLC, Lineage, Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the other agents and lenders named therein (incorporated by reference to Exhibit 10.32 to the Company’s Registration Statement on Form S-11 (File No.

333-280470), filed on June 26, 2024).

10.17 First Amendment to Amended and Restated Revolving Credit and Term Loan Agreement, dated as of June 25, 2024, among Lineage Logistics, LLC, Lineage Logistics Holdings, LLC, Lineage OP, LLC, Lineage, Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the other agents and lenders named therein (incorporated by reference to Exhibit 10.40 to the Company’s Registration Statement on Form S-11 (File No.

333-280470), filed on July 16, 2024).

10.23 Second Amendment, Joinder Agreement and Release dated as of September 19, 2024 to Note Purchase Agreement dated as of August 20, 2021 among the Company, Lineage Logistics, LLC, Lineage Treasury Europe B.V., Lineage Logistics Holdings, LLC, each other Obligor Affiliate signatory thereto and the Purchasers signatory thereto (incorporated by reference to Exhibit 10.1 to the Company ’ s Current Report on Form 8-K , filed on September 23, 2024)

10.24 First Amendment, Joinder Agreement and Release dated as of September 19, 2024 to Note Purchase Agreement dated as of August 15, 2022 among the Company, Lineage Logistics, LLC, Lineage Treasury Europe B.V., Lineage Logistics Holdings, LLC, each other Obligor Affiliate signatory thereto and the Purchasers signatory thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on September 23, 2024)

10.25† International Long-Term Assignment Letter, dated December 10, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 11, 2024)

10.26† First Amendment to Lineage, Inc.

Executive Severance Plan Participation Agreement by and between Lineage, Inc.

and Sean Vanderelzen, dated December 10, 2024 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on December 11, 2024)

10.18 Second Amendment to Amended and Restated Revolving Credit and Term Loan Agreement, dated as of November 26, 2025, among Lineage Logistics, LLC, Lineage Logistics Holdings, LLC, Lineage OP, LLC, Lineage, Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the other agents and lenders named therein (incorporated by reference to Exhibit 10.18 to the Company’s Registration Statement on Form S-4 (File No.

333-292261), filed on December 18, 2025).

10.19 Note Purchase Agreement, dated as of August 20, 2021, among Lineage Logistics, LLC, Lineage Treasury Europe B.V., Lineage Logistics Holdings, LLC, each Obligor Affiliate named therein and each of the Purchasers named therein (incorporated by reference to Exhibit 10.35 to the Company’s Registration Statement on Form S-11 (File No.

333-280470), filed on June 26, 2024).

10.20 First Amendment to Note Purchase Agreement, dated as of September 9, 2022, among Lineage Logistics, LLC, Lineage Treasury Europe B.V., Lineage Logistics Holdings, LLC, each Obligor Affiliate named therein and each of the Purchasers named therein (incorporated by reference to Exhibit 10.36 to the Company’s Registration Statement on Form S-11 (File No.

333-280470), filed on June 26, 2024).

10.21 Second Amendment, Joinder Agreement and Release dated as of September 19, 2024 to Note Purchase Agreement dated as of August 20, 2021 among the Company, Lineage Logistics, LLC, Lineage Treasury Europe B.V., Lineage Logistics Holdings, LLC, each other Obligor Affiliate signatory thereto and the Purchasers signatory thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

001-42191), filed on September 23, 2024).

10.22 Note Purchase Agreement, dated as of August 15, 2022, among Lineage Logistics, LLC, Lineage Treasury Europe B.V., Lineage Logistics Holdings, LLC, each Obligor Affiliate named therein and each of the Purchasers named therein (incorporated by reference to Exhibit 10.37 to the Company’s Registration Statement on Form S-11 (File No.

333-280470), filed on June 26, 2024).

10.23 First Amendment, Joinder Agreement and Release dated as of September 19, 2024 to Note Purchase Agreement dated as of August 15, 2022 among the Company, Lineage Logistics, LLC, Lineage Treasury Europe B.V., Lineage Logistics Holdings, LLC, each other Obligor Affiliate signatory thereto and the Purchasers signatory thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No.

001-42191), filed on September 23, 2024).

10.24† International Long-Term Assignment Letter, dated December 10, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

001-42191), filed on December 11, 2024).

10.25† Non-Employee Director Compensation Program (incorporated by reference to Exhibit 10.25 to the Company’s Registration Statement on Form S-4/A (File No.

333-292261), filed January 15, 2026).

10.26† Second Amended and Restated Employment Agreement by and between Lineage, Inc., Lineage Logistics Services, LLC, Lineage Logistics Holdings, LLC and Greg Lehmkuhl (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

001-42191), filed on April 21, 2025) .

10.27† Second Amended and Restated Employment Agreement by and between Lineage, Inc., Lineage Logistics Services, LLC, Lineage Logistics Holdings, LLC and Rob Crisci (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No.

001-42191), filed on April 21, 2025) .

10.28† Amended and Restated Lineage, Inc.

Executive Severance Plan (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No.

001-42191), filed on April 21, 2025) .

10.29† Form of 2025 Bonus Program Performance RSU Agreement (Amended and Restated 2024 Incentive Award Plan) (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q (File No.

001-42191), filed April 30, 2025).

10.30† Form of 2025 Performance LTIP Unit Agreement (Amended and Restated 2024 Incentive Award Plan) (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q (File No.

001-42191), filed April 30, 2025).

10.31† Form of 2025 Performance RSU Agreement (Amended and Restated 2024 Incentive Award Plan) (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q (File No.

001-42191), filed April 30, 2025).

10.32 Registration Rights Agreement, dated as of June 17, 2025, among Lineage OP, LP, Lineage, Inc., the other guarantors party thereto and J.P.

Morgan Securities LLC, BofA Securities, Inc., Wells Fargo Securities, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

001-42191), filed on June 17, 2025) .

10.33† Letter Agreement, dated October 17, 2025, by and between Robb LeMasters and Lineage, Inc.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No, 001-42191), filed on October 20, 2025) .

10.34† Transition Agreement between Rob Crisci and Lineage Logistics Holdings, LLC (incorporated by reference to Exhibit 10.

2 to the Company’s Current Report on Form 10-Q (File No.

001-42191), filed on November 5, 2025).

10.35 Registration Rights Agreement, dated as of November 26, 2025, among Lineage Europe Finco B.V., Lineage, Inc., Lineage OP, LP, the other guarantors party thereto and Wells Fargo Securities International Limited, J.P.

Morgan Securities plc and BofA Securities Europe SA (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

001-42191), filed on December 2, 2025).

19.1 Lineage, Inc.

Policy for Recovery of Erroneously Awarded Compensation

21.1 List of subsidiaries of Lineage, Inc.

Insider Trading Compliance Policy and Procedures (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K (File No.

001-42191), filed on February 26, 2025).

21.1 List of Subsidiaries .

22.1 List of Subsidiary Guarantors.

(incorporated by reference to Exhibit 22.1 to the Company’s Registration Statement on Form S-4 (File No.

333-292261), filed on December 18, 2025) .

23.1 Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP .

23.2 Consent of Independent Registered Public Accounting Firm, KPMG LLP.

31.1 Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .

5 unchanged sentences

97.1 Lineage, Inc.

Insider Trading Compliance Policy and Procedures

101 The following financial information from the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 is formatted in iXBRL (“eXtensible Business Reporting Language”):

Policy for Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K (File No.

001-42191), filed on February 26, 2025).

101 The following financial information from the Company’s Annual Report on Form 10-K for the period ended December 31, 2025 is formatted in iXBRL (“eXtensible Business Reporting Language”):

(i) consolidated balance sheets, (ii) consolidated statements of operations and comprehensive income (loss), (iii) consolidated statements of redeemable noncontrolling interests and equity, (iv) consolidated statements of cash flows and (v) the notes to consolidated financial statements.

12 unchanged sentences

Signature Title Date

/s/ Greg Lehmkuhl Chief Executive Officer and Director (Principal Executive Officer) February 26, 2025

/s/ Greg Lehmkuhl President, Chief Executive Officer, and Director (Principal Executive Officer) February 25, 2026

Greg Lehmkuhl

/s/ Robert Crisci Chief Financial Officer (Principal Financial Officer) February 26, 2025

Robert Crisci

/s/ Robb LeMasters Chief Financial Officer (Principal Financial Officer) February 25, 2026

Robb LeMasters

/s/ Abigail Fleming Chief Accounting Officer (Principal Accounting Officer) February 25, 2026

15 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 9A. Controls and Procedures