Lineage, Inc. 10-K

Item 8. Financial Statements and Supplementary Data Index to Consolidated Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 238 ) 94 Report of Independent Registered Public Accounting Firm (PCAOB ID: 185) 97 Consolidated Balance Sheets as of December 31, 2025 and 2024 98 Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31, 2025, 2024, and 2023 99 Consolidated Statements of Redeemable Noncontrolling Interests and Equity for the Years Ended December 31, 2025, 2024, and 2023 100 Consolidated Statements of Cash Flows for Years Ended December 31, 2025, 2024, and 2023 103 Notes to Consolidated Financial Statements 105 Financial Statement Schedule - Schedule III - Schedule of Real Estate and Accumulated Depreciation as of December 31, 2025 172 93 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. 94 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 95 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. 96 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors Lineage, Inc.: Opinion on the Consolidated Financial Statements 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. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. 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 audits 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. Our audits 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 audits 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. We believe that our audits provide a reasonable basis for our opinion. /s/ KPMG LLP We served as the Company’s auditor since 2020 to 2025. Detroit, Michigan February 26, 2025 97 LINEAGE, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in millions, except par values) December 31, December 31, 2025 2024 Assets Current assets: Cash, cash equivalents, and restricted cash $ 66 $ 175 Accounts receivable, net 896 826 Inventories 145 187 Prepaid expenses and other current assets 132 97 Total current assets 1,239 1,285 Non-current assets: Property, plant, and equipment, net 11,338 10,627 Finance lease right-of-use assets, net 1,101 1,254 Operating lease right-of-use assets, net 616 627 Equity method investments 131 124 Goodwill 3,466 3,338 Other intangible assets, net 1,090 1,127 Other assets 204 279 Total assets $ 19,185 $ 18,661 Liabilities, Redeemable Noncontrolling Interests, and Equity Current liabilities: Accounts payable and accrued liabilities $ 1,331 $ 1,220 Accrued dividends and distributions 134 134 Deferred revenue 81 83 Current portion of long-term debt, net 2 56 Total current liabilities 1,548 1,493 Non-current liabilities: Long-term finance lease obligations 1,216 1,249 Long-term operating lease obligations 599 605 Deferred income tax liability 303 304 Long-term debt, net 6,107 4,906 Other long-term liabilities 169 410 Total liabilities 9,942 8,967 Commitments and contingencies (Note 20) Redeemable noncontrolling interests 7 43 Stockholders’ equity: Common stock, $ 0.01 par value per share – 500 authorized shares; 227 issued and outstanding at December 31, 2025 and 228 issued and outstanding at December 31, 2024 2 2 Additional paid-in capital - common stock 10,780 10,764 Retained earnings (accumulated deficit) ( 2,439 ) ( 1,855 ) Accumulated other comprehensive income (loss) ( 97 ) ( 273 ) Total stockholders’ equity 8,246 8,638 Noncontrolling interests 990 1,013 Total equity 9,236 9,651 Total liabilities, redeemable noncontrolling interests, and equity $ 19,185 $ 18,661 See accompanying notes to consolidated financial statements. 98 LINEAGE, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (in millions, except per share amounts) Year Ended December 31, 2025 2024 2023 Net revenues $ 5,355 $ 5,340 $ 5,342 Cost of operations 3,634 3,578 3,590 General and administrative expense 574 539 502 Depreciation expense 675 659 552 Amortization expense 220 217 208 Acquisition, transaction, and other expense 67 651 60 Goodwill impairment 48 — — Restructuring, impairment, and (gain) loss on disposals ( 44 ) 57 32 Total operating expense 5,174 5,701 4,944 Income from operations 181 ( 361 ) 398 Other income (expense): Equity income (loss), net of tax ( 3 ) ( 6 ) ( 3 ) Gain (loss) on foreign currency transactions, net 28 ( 25 ) 4 Interest expense, net ( 268 ) ( 430 ) ( 490 ) Gain (loss) on extinguishment of debt ( 3 ) ( 17 ) — Other nonoperating income (expense), net ( 50 ) ( 1 ) ( 19 ) Total other income (expense), net ( 296 ) ( 479 ) ( 508 ) Net income (loss) before income taxes ( 115 ) ( 840 ) ( 110 ) Income tax expense (benefit) ( 2 ) ( 89 ) ( 14 ) Net income (loss) ( 113 ) ( 751 ) ( 96 ) Less: Net income (loss) attributable to noncontrolling interests ( 13 ) ( 87 ) ( 19 ) Net income (loss) attributable to Lineage, Inc. ( 100 ) ( 664 ) ( 77 ) Other comprehensive income (loss), net of tax: Unrealized gain (loss) on interest rate hedges and foreign currency hedges ( 61 ) ( 60 ) ( 87 ) Foreign currency translation adjustments 258 ( 207 ) 88 Comprehensive income (loss) 84 ( 1,018 ) ( 95 ) Less: Comprehensive income (loss) attributable to noncontrolling interests 8 ( 115 ) ( 21 ) Comprehensive income (loss) attributable to Lineage, Inc. $ 76 $ ( 903 ) $ ( 74 ) Basic earnings (loss) per share $ ( 0.43 ) $ ( 3.70 ) $ ( 0.73 ) Diluted earnings (loss) per share $ ( 0.43 ) $ ( 3.70 ) $ ( 0.73 ) Weighted average common shares outstanding: Basic 228 191 162 Diluted 228 191 162 See accompanying notes to consolidated financial statements. 99 LINEAGE, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY (in millions, except per share amounts) Common Stock 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 equity Balance as of December 31, 2022 $ 298 160 $ 2 $ 5,915 $ 1 $ ( 713 ) $ ( 37 ) $ 641 $ 5,809 Common stock issuances, net of equity raise costs — 2 — 142 — — — — 142 Contributions from noncontrolling interests — — — 3 — — — 2 5 Dividends ($ 0.55 per common share) and other distributions — — — — — ( 89 ) — ( 57 ) ( 146 ) Operating Partnership units issued in acquisitions — — — 4 — — — 2 6 Stock-based compensation — — — 15 — — — 11 26 Other comprehensive income (loss) — — — — — — 3 ( 2 ) 1 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 ) Redemption of noncontrolling interest — — — ( 1 ) — — — — ( 1 ) Redeemable noncontrolling interest redemption value adjustment 44 — — ( 44 ) — — — — ( 44 ) Net income (loss) — — — — — ( 77 ) — ( 19 ) ( 96 ) Reallocation of noncontrolling interests — — — ( 49 ) — — — 49 — Balance as of December 31, 2023 $ 349 162 $ 2 $ 5,961 $ 1 $ ( 879 ) $ ( 34 ) $ 622 $ 5,673 See accompanying notes to consolidated financial statements. 100 LINEAGE, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY (in millions, except per share amounts) Common Stock 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 equity Balance as of December 31, 2023 $ 349 162 $ 2 $ 5,961 $ 1 $ ( 879 ) $ ( 34 ) $ 622 $ 5,673 Common stock issuances, net of equity raise costs — 65 — 4,874 — — — — 4,874 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 ) Stock-based compensation — 2 — 176 — — — 39 215 Withholding of common stock for employee taxes — ( 1 ) — ( 46 ) — — — — ( 46 ) Other comprehensive income (loss) — — — — — — ( 239 ) ( 28 ) ( 267 ) 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 ) 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 ) Reallocation of noncontrolling interests — — — ( 186 ) — — — 186 — Balance as of December 31, 2024 $ 43 228 $ 2 $ 10,764 $ — $ ( 1,855 ) $ ( 273 ) $ 1,013 $ 9,651 See accompanying notes to consolidated financial statements. 101 LINEAGE, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY (in millions, except per share amounts) Common Stock Redeemable noncontrolling interests Number of shares Par value Additional paid-in capital Retained earnings (accumulated deficit) Accumulated other comprehensive income (loss) Noncontrolling interests Total equity Balance as of December 31, 2024 $ 43 228 $ 2 $ 10,764 $ ( 1,855 ) $ ( 273 ) $ 1,013 $ 9,651 Dividends ($ 2.11 per common share) and other distributions ($ 2.11 per OP Unit and OPEU) — — — — ( 484 ) — ( 55 ) ( 539 ) Stock-based compensation — 1 — 78 — — 48 126 Withholding of common stock for employee taxes — — — ( 12 ) — — — ( 12 ) Other comprehensive income (loss) — — — — — 176 21 197 Redemption of redeemable noncontrolling interests ( 28 ) — — — — — — — Redemption of common stock — ( 2 ) — ( 82 ) — — — ( 82 ) Expiration of redemption option ( 6 ) — — — — — 6 6 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 See accompanying notes to consolidated financial statements. 102 LINEAGE, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) Year Ended December 31, 2025 2024 2023 Cash flows from operating activities: Net income (loss) $ ( 113 ) $ ( 751 ) $ ( 96 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Provision for credit losses 6 5 6 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, discount, and above/below market debt 12 19 21 Stock-based compensation 126 215 26 (Gain) loss on foreign currency transactions, net ( 28 ) 25 ( 4 ) 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 ) 8 — — (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 ) — 185 — One-time Internalization expense to Bay Grove (see Note 2, Capital structure and noncontrolling interests ) — 200 — Other operating activities 8 9 ( 1 ) Changes in operating assets and liabilities (excluding effects of acquisitions): Accounts receivable ( 37 ) 64 43 Prepaid expenses, other assets, and other long-term liabilities ( 11 ) ( 29 ) ( 12 ) Inventories ( 5 ) ( 18 ) 8 Accounts payable and accrued liabilities and deferred revenue 40 ( 85 ) 51 Right-of-use assets and lease obligations 2 13 12 Net cash provided by operating activities 943 703 796 Cash flows from investing activities: Acquisitions, net of cash acquired ( 443 ) ( 346 ) ( 283 ) 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 — Investments in Emergent Cold LatAm Holdings, LLC ( 9 ) ( 20 ) ( 31 ) Proceeds from repayment of notes by related parties — 15 — Other investing activity ( 3 ) 11 ( 5 ) Net cash used in investing activities ( 1,067 ) ( 919 ) ( 1,066 ) Cash flows from financing activities: Capital contributions, net of equity raise costs — — 142 Dividends and other distributions ( 537 ) ( 234 ) ( 46 ) Redemption of redeemable noncontrolling interests ( 28 ) ( 6 ) — Repurchase of common shares for employee income taxes on stock-based compensation ( 12 ) ( 46 ) — Financing fees ( 13 ) ( 45 ) — 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 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 ) Redemption of common stock ( 82 ) ( 42 ) ( 12 ) Redemption of OPEUs — ( 75 ) — Other financing activity ( 5 ) ( 5 ) ( 13 ) Net cash provided by financing activities 14 320 136 Impact of foreign exchange rates on cash, cash equivalents, and restricted cash 1 — 3 Net increase (decrease) in cash, cash equivalents, and restricted cash ( 109 ) 104 ( 131 ) Cash, cash equivalents, and restricted cash at the beginning of the period 175 71 202 Cash, cash equivalents, and restricted cash at the end of the period $ 66 $ 175 $ 71 103 LINEAGE, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) Year Ended December 31, 2025 2024 2023 Supplemental disclosures of cash flow information: 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 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 Noncash capital contributions $ — $ — $ ( 3 ) Noncash common stock issuances $ — $ 1 $ — See accompanying notes to consolidated financial statements. 104 LINEAGE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Table of Contents for Notes to Consolidated Financial Statements Note Page Note 1 Significant accounting policies and practices 106 Note 2 Capital structure and noncontrolling interests 117 Note 3 Revenue 128 Note 4 Business combinations , asset acquisitions , and divestitures 129 Note 5 Property, plant, and equipment 135 Note 6 Goodwill and other intangible assets, net 136 Note 7 Equity method investments 138 Note 8 Prepaid expenses and other current assets 138 Note 9 Income taxes 139 Note 10 Debt 144 Note 11 Derivative instruments and hedging activities 149 Note 12 Interest expense 151 Note 13 Fair value measurements 151 Note 14 Leases 153 Note 15 Failed sale-leaseback financing obligations 155 Note 16 Employee benefit plans 155 Note 17 Other long-term liabilities 156 Note 18 Stock-based compensation 157 Note 19 Related-party balances 164 Note 20 Commitments and contingencies 165 Note 21 Accumulated other comprehensive income (loss) 167 Note 22 Earnings (loss) per share 168 Note 23 Segment information 169 105 LINEAGE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (1) Significant accounting policies and practices (a) Nature of operations Lineage, Inc. was organized in 2017 under Maryland law by an affiliate of Bay Grove Capital, LLC (“Bay Grove Capital”) and operates as a real estate investment trust (“REIT”) for United States (“U.S.”) federal income tax purposes. Lineage, Inc. together with its subsidiaries (individually or collectively as the context requires, the “Company”) is a global temperature-controlled warehouse REIT with a modern and strategically located network of temperature-controlled warehouses. 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 a majority of its facilities. The Company provides customers with storage space, as well as handling and other warehousing services. The Company may rent to a customer an entire warehouse, a set amount of reserved space in a warehouse for a set term, or non-exclusive space in a warehouse pursuant to a storage agreement. In addition, the Company operates several critical and value-add temperature-controlled business lines within its integrated solutions business, including, among others, transportation and refrigerated rail car leasing. Lineage Logistics Holdings, LLC (“LLH”) is the Company’s principal operating subsidiary. Bay Grove Management Company, LLC (“Bay Grove Management”), an affiliate of Bay Grove Capital, provides LLH operating support pursuant to a transition services agreement. As of December 31, 2025, the majority of the outstanding common shares of the Company were held by BG Lineage Holdings, LLC, a Delaware limited liability company (“BGLH”). The Company is the general partner of Lineage OP, LP, formerly known as Lineage OP, LLC (“Lineage OP” or the “Operating Partnership”) and owns a controlling 90 % financial interest in Lineage OP. Lineage OP holds all direct interests in LLH other than certain interests held by BG Maverick, LLC (“BG Maverick”). 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. The net proceeds from the IPO were $ 4,873 million. In connection with the IPO, the Company effectuated certain changes in its capital structure to facilitate the offering. 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 The accompanying consolidated financial statements have been prepared in conformity with the accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain prior period amounts have been reclassified to conform to current period presentation. The accompanying consolidated financial statements include the accounts of Lineage, Inc. consolidated with the accounts of all subsidiaries and affiliates in which the Company holds a controlling financial interest as of the financial statement date. The Company consolidates a voting interest entity (“VOE”) in which it has a controlling financial interest and a variable interest entity (“VIE”) if it possesses both the power to direct the activities of the VIE that most significantly affect its economic performance, and (a) is obligated to absorb the losses that could be significant to the VIE or (b) holds the right to receive benefits from the VIE that could be significant to the VIE. As of December 31, 2025, the Company did not have any VIEs. 106 LINEAGE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (c) Use of estimates in preparation of financial statements The preparation of the Company’s consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the financial statement date and the reported amounts of revenues and expenses during the period. The Company bases its estimates on various factors and information which may include, but are not limited to, history and prior experience, expected future results, new related events, and economic conditions, which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from the estimates used in preparing the Company’s consolidated financial statements. (d) Cash and cash equivalents The Company maintains its cash balances in financial institutions, which at times may exceed federally insured limits. The Company has not experienced any losses and does not believe it is exposed to any significant credit risk related to cash and cash equivalents. The Company considers all highly liquid investments with original maturity of three months or less at the time of purchase to be cash equivalents, which includes money market funds. (e) Restricted cash The Company has classified certain cash balances as restricted cash pursuant to workers’ compensation insurance policies and debt agreements. 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 as of both December 31, 2025 and December 31, 2024. (g) Derivatives The Company enters into derivative financial instruments, such as interest rate swaps and caps to manage interest rate exposures. The Company’s derivative instruments include instruments that qualify and instruments that do not qualify for cash flow hedge accounting treatment. To qualify for hedge accounting, the hedging relationship, both at inception of the hedge and on an ongoing basis, must be expected to be highly effective at offsetting the variability in hedged cash flows attributable to the hedged risk (e.g., a variable interest rate index). Certain of the Company’s foreign operations expose the Company to fluctuations of exchange rates. These fluctuations may impact the value of the Company’s cash receipts and payments in terms of the Company’s functional currency. The Company enters into foreign currency derivative instruments to manage its exposure to fluctuations in exchange rates between the functional currencies of the Company’s subsidiaries and the currencies of the underlying cash flows. All derivatives are recognized on the consolidated balance sheets at fair value and are generally reported gross, regardless of netting arrangements. For derivatives that qualify for hedge accounting, on the date the derivative contract is entered into, the Company designates the derivative as a hedge of the variability of cash flows attributable to a designated hedged risk (e.g., interest rate or foreign exchange risk). 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 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. 107 LINEAGE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 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. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings and presented within Interest expense, net and Gain (loss) on foreign currency transactions, net. The fair value of the interest rate swaps and caps and foreign currency forward contracts are estimated at an amount the Company would receive or pay to terminate the agreement at the balance sheet date, taking into consideration current interest rates, foreign exchange rates, and creditworthiness of the counterparty. (h) Inventories 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 The Company records additions to property, plant, and equipment used in operations at cost, which includes asset additions, improvements, and betterments. With respect to constructed assets, all materials, direct labor, and contract services are capitalized. Normal repairs and maintenance and other costs that do not improve the property, extend the useful life, or otherwise do not meet capitalization criteria are expensed as incurred. The Company capitalizes certain costs related to the development of internal-use software projects. Costs related to preliminary project activities and post-implementation activities are expensed as incurred and certain costs related to the application development stage are capitalized. 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. 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 exceed 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. (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 108 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, 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. The quantitative assessment includes estimation of the fair value of each reporting unit, using a combination of discounted cash flow method and the market approach based on market multiples. The estimated fair value is then compared to the reporting unit’s carrying amount. 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. 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. Impairment is recognized when estimated future cash flows expected to result from the use of the intangible asset are less than its carrying amount. When an impairment is identified, the carrying amount of the intangible asset is reduced to its estimated fair value. 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. (l) Asset acquisitions Asset acquisitions involve the acquisition of an asset, or a group of assets, and may also involve the assumption of liabilities associated with an acquisition that does not meet the GAAP definition of a business. Asset acquisitions are accounted for by the Company using a cost accumulation model. 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 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. The Company has interests in partially owned entities where the Company does not have a controlling interest or significant influence. These investments do not have readily determinable fair values, and the Company has elected the measurement alternative to measure these investments at cost less impairment, adjusted by observable price changes, with any fair value changes recognized in earnings. Refer to Note 13, Fair value measurements for additional information. As of December 31, 2025 and December 31, 2024, the carrying amount of these investments was $ 32 million and $ 29 million, respectively, and is presented in Other assets in the consolidated balance sheets. (n) Leases The Company determines if an arrangement is or contains a lease at contract inception. For all leases where the initial term is greater than twelve months and the Company is the lessee, the Company recognizes as of the lease 109 LINEAGE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements commencement date a liability and a corresponding ROU asset on the consolidated financial statements. Leases with terms of twelve months or less (“short-term leases”) are not recognized in the consolidated balance sheets and the lease payments are recognized in the consolidated statements of operations and comprehensive income (loss) on a straight-line basis over the lease term. Lease liabilities are recognized based on the present value of the remaining future minimum lease payments over the lease term. The Company has lease agreements with lease and non-lease components, which generally relate to taxes and common area maintenance. For all classes of assets, the Company accounts for the lease and non-lease components as a single lease component for both lessee and lessor leases. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based upon information available at the commencement date to determine the present value of future minimum lease payments. The corresponding lease ROU assets are recognized at an amount equal to the future minimum lease payments, as adjusted for prepayments, incentives, and initial direct costs. Variable lease payments which depend on an index or rate are excluded from the calculation of future minimum lease payments. For leases acquired in a business combination, the lease ROU assets are also adjusted for any off-market (favorable or unfavorable) terms. The lease term used to calculate the lease liability includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Variable lease payments are recognized in the period in which those payments are incurred. 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. 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. The Company does not have any material sales-type leases. The Company has lessor arrangements with lease and non-lease components. Where the lease is determined to be the predominant component, the Company combines non-lease components that share the same pattern of transfer as the lease component (e.g., common area maintenance, utilities, storage services), and the combined component is accounted for under Accounting Standards Codification (“ASC”) 842, Leases . Certain contracts may also include non-lease components that are more variable in nature and do not share the same pattern of transfer as the lease component (e.g., handling and other accessorial service), and these non-lease components are accounted for under ASC 606, Revenue from Contracts with Customers . For operating leases, the Company assesses the probability of payment collection at commencement of the lease contract and subsequently recognizes lease income over the lease term on a straight-line basis. Changes in variable payments based on an index or rate are recorded in earnings in the period in which they become effective. Property, plant, and equipment underlying lessor leases is included in Property, plant, and equipment, net on the consolidated balance sheets. The gross value and net value of these assets was $ 1,925 million and $ 1,609 million, respectively, as of December 31, 2025. The gross value and net value of these assets was $ 1,770 million and $ 1,493 million, respectively, as of December 31, 2024. Depreciation expense for such assets was $ 64 million, $ 66 million and $ 57 million for the years ended December 31, 2025, 2024, and 2023, respectively. (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 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. 110 LINEAGE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Deferred financing costs related to the Company’s outstanding debt are included in the Company’s consolidated balance sheets as a contra-liability within Long-term debt, net and deferred financing costs related to the Company’s revolving credit facility are recorded within Other assets (see Note 10, Debt ). (p) Income tax status The Company elected to be taxed as a REIT under Section 856(c) of the Internal Revenue Code, commencing with its taxable year ended December 31, 2020. As a REIT, the Company is generally not subject to federal income tax if the Company distributes at least 100% of its REIT taxable income as a dividend to its stockholders each year. If the Company fails to qualify as a REIT in any taxable year and is unable to obtain relief under certain statutory provisions, it will be subject to federal income tax on its taxable income at regular corporate rates and may not be able to qualify as a REIT for the four subsequent taxable years. Even as a REIT, the Company may also be subject to certain state and local income taxes, franchise taxes, or federal income and excise taxes on undistributed taxable income or on recognized built-in gains. The Company is subject to income taxes for certain U.S. subsidiaries which have elected to be taxed as taxable REIT subsidiaries (“TRSs”). Additionally, the Company has non-U.S. subsidiaries that are subject to income taxes in the foreign jurisdictions in which they operate. As such, a provision for income taxes related to the TRSs and the non-U.S. subsidiaries has been made in the consolidated financial statements, as described below. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not some portion or all of the deferred tax asset will not be realized. The Company evaluates tax positions taken or expected to be taken in the course of preparing the Company’s consolidated financial statements to determine whether the tax positions are “more likely than not” to be sustained by the applicable tax authority. A liability is accrued for tax positions taken on a tax return that are not deemed to meet the “more likely than not” threshold in the year the tax position is taken. Recognized income tax positions are measured at the largest amount that has a greater than 50% likelihood of being realized. The Company has elected an accounting policy to classify interest and penalties, if any, as income tax expense. Common stock distributions paid by the Company to its stockholders are characterized for U.S. federal income tax purposes as ordinary income, qualified dividend, capital gains, non-taxable returns of capital, or a combination thereof. Common stock distributions that exceed the Company’s current and accumulated earnings and profits (calculated for tax purposes) constitute a return of capital rather than a dividend and generally reduce the basis that stockholders have in the common stock. During each year, the Company notifies shareholders of the taxability of the common stock distributions paid during the preceding year. 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: 2025 2024 2023 Ordinary income (1) 55 % — % 100 % Capital gain distribution — % — % — % Return of capital 45 % 100 % — % 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. 111 LINEAGE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (q) Segment reporting The Company’s business is organized into two reportable segments, which are the same as the Company’s operating segments: Global Warehousing and Global Integrated Solutions. These segments are strategic business groups containing differing service offerings, which are managed separately. The accounting policies used in the preparation of the Company’s reportable segments financial information are the same as those described in this Note. • Global Warehousing - This segment utilizes the Company's industrial real estate properties to provide temperature-controlled warehousing services to its customers. Revenues in this segment are generated from storage services and related activities, such as handling, case-picking, order assembly, load consolidation, quality control, re-packaging, and other such value-add services. Cost of operations in this segment primarily consists of labor, power, other warehouse costs. • Global Integrated Solutions - This segment complements Global Warehousing with specialized cold-chain services. 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, 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”). The CODM uses revenues and segment net operating income (“NOI”) to evaluate segment performance. By assessing the profitability of each segment, the CODM gains insights into the relative contribution of each segment to the overall Company results. It also allows the CODM to effectively allocate resources between the segments for optimal utilization of the Company’s resources, as he can analyze trends in segment NOI over time, identify primary drivers, and address any significant areas of concern. Segment NOI is calculated as a segment’s revenues less its cost of operations, excluding any stock-based compensation recorded in Cost of operations. Segment NOI is not a measurement of financial performance under GAAP and may not be comparable to similarly titled measures of other companies. (r) Revenue recognition The Company has warehousing operations, which includes storage, ancillary services required to prepare and move customers’ pallets into, out of, and around the facilities, managed services, and other contract revenues. The Company receives variable consideration for the services rendered, comprised of per-unit pricing or time and materials pricing. Separate performance obligations arise for storage services, handling, case-picking, order assembly and load consolidation, quality control, re-packaging, government-approved storage and inspection, and other ancillary services. The Company’s performance obligations for these are satisfied over time as customers simultaneously receive and consume the benefits of the services. Some customer contracts contain a promise to provide a minimum commitment of warehousing services during a defined period. When the minimum volume commitment is substantive, the minimum commitment amount is deemed fixed consideration to be included in the transaction price. 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. 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. The Company provides managed services, included in the Global Warehousing segment, for which the contract compensation arrangement includes reimbursement of operating costs plus a fixed management fee. The Company also charges customers a revenue share fee, which is a form of variable consideration as a percentage of gross revenue generated from warehouse management. This revenue share is included in the transaction price, and the Company’s practice is to record the revenue share expected to be earned over the service period using historical data. The Company charges the customer for the fixed management fee and the revenue share on a monthly basis and accepts payment according to approved payment terms. The managed services are the only performance obligation in these contracts, and the Company provides the services over the term of the contract. This single performance obligation represents a series 112 LINEAGE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements of distinct services performed during the contract period, as the services provided are substantially the same and have the same pattern of transfer to the Company’s customers. Managed services revenues are recognized over time as the services are performed. Such fees and related cost reimbursements are presented on a gross basis, as the Company is the principal in the arrangement. The Company receives lease revenues as the lessor for certain buildings and warehouses or identified space within a warehouse. Lease revenues are generally fixed over the duration of the contract, though some have variable rate escalators, and often lease contracts contain clauses permitting extension or termination. Lease incentives and options for purchase of the leased asset by the lessee are generally not offered. 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 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. The Company receives consideration for the services rendered, comprised of per-route pricing by load, pallet, or case. A performance obligation is created when a customer submits a purchase order for the transport of goods and is satisfied upon completion of the delivery. Transportation revenue is recognized proportionally over time as a shipment moves from origin to destination, and related reimbursable costs are recognized as incurred. Payments for billed services are remitted according to approved payment terms. 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. The Company receives consideration for the services rendered, comprised of per-pound pricing for the product procured and redistributed and a variable freight rate that represents costs passed on to the customer for amounts incurred to arrange for or transport the product. These operations for redistribution of products are each considered performance obligations to provide such services. A performance obligation is created when a customer submits a purchase order for the purchase of goods. Revenue is recognized at a point in time, when the performance obligation is satisfied, upon delivery of product. Payments for billed services are remitted according to approved payment terms. The customers’ ability to control the pricing, where products can be distributed to, and where products can be purchased from suggest that the Company is not serving as a principal in the arrangement. 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 various food product to certain customers. A performance obligation is created when a customer submits a purchase order for the purchase of goods. Revenue is recognized at a point in time, when the performance obligation is satisfied, upon delivery of product. The Company provides e-commerce fulfillment services, which include storage, packaging, and transportation and delivery to end consumers. A performance obligation is created when a customer submits a purchase order for distribution of their goods to the end consumer. E-commerce revenue is recognized at a point in time, when the performance obligation is satisfied, typically upon shipping of product. Sales and other consumption taxes the Company collects from customers and remits to government agencies are excluded from revenue. For the years ended December 31, 2025, 2024 , and 2023, no individual customer accounted for more than 10% of total revenue. The difference in timing of revenue recognition, billings, and cash collections results in accounts receivable, unbilled receivables, and deferred revenue balances. 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 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. 113 LINEAGE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (s) Stock-based Compensation 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 . Refer to Note 18, Stock-based compensation for additional details on each type of equity award granted, including terms and estimation methodologies. (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, and integration costs. 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. It also includes employee-related expenses associated with acquisitions, such as acquisition-related severance and consulting agreements. (u) Restructuring and impairment expense Restructuring and impairment expense includes certain contractual and negotiated severance and separation costs from exited former executives, costs related to reductions in headcount to achieve operational efficiencies, and costs associated with exiting non-strategic operations. The Company records such costs when there is a substantive plan for employee severance or employees are otherwise entitled to benefits (e.g., in case of one-time terminations) and related costs are probable and estimable. It also includes gains (losses) on dispositions of property, plant, and equipment and impairments of long-lived assets. (v) Foreign currency The accounts of the Company’s foreign subsidiaries are measured using functional currencies other than the U.S. dollar (“USD”). Revenues and expenses of these subsidiaries are translated into USD at the average exchange rate for the period and assets and liabilities are translated at the exchange rate as of the end of the reporting period. Gains or losses from translating the financial statements of these subsidiaries are included in stockholders’ equity as a component of Accumulated other comprehensive income (loss). (w) Accrued distributions In order to maintain its qualification as a REIT, Lineage, Inc. must meet certain distribution requirements through a dividend declared to its stockholders. 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 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. (x) Commitments and contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. Refer to Note 20, Commitments and contingencies for additional information. 114 LINEAGE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (y) Recently adopted accounting pronouncements 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 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): Improvements to Income Tax Disclosures . 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 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. 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. 115 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. 116 LINEAGE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters ASU 2025-12, Codification Improvements This ASU provides targeted technical corrections and clarifications to improve the clarity and consistency of U.S. GAAP. 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 Lineage, Inc. capital structure (a) Common Stock Lineage, Inc. has one class of common stock. Each share of common stock entitles the holder to one vote on matters submitted to a vote of the shareholders. Holders of common stock have the right to receive any dividend declared by the Company. Lineage, Inc. is authorized to issue up to 500,000,000 common shares with a par value of $ 0.01 per share. As of December 31, 2025 and December 31, 2024, there were 226,967,652 and 228,191,656 common shares issued and outstanding, respectively. 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 Total number of shares repurchased 156,562 254,828 131,237 Average price paid per share $ 35.99 $ 98.36 $ 94.24 Total consideration paid for share repurchases (in millions) $ 6 $ 25 $ 12 (b) Series A Preferred stock 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”). 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, 2025 or December 31, 2024 . 117 LINEAGE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Operating Partnership capital structure The Operating Partnership’s capital structure as of December 31, 2025 and December 31, 2024 was as follows: December 31, 2025 December 31, 2024 Partnership common units owned by Lineage, Inc. 226,967,652 228,191,656 Partnership common units owned by Non-Company LPs 698,915 984,089 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) 3,667,999 2,995,153 Total 252,364,165 253,419,503 (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, 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 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. (c) Noncontrolling Interest in Operating Partnership - Partnership common units Partnership common units include all Operating Partnership capital interests not designated as another class of units in the Operating Partnership’s Agreement of Limited Partnership (the “Operating Partnership Agreement”). In connection with the Formation Transactions, all Class A units previously held by Lineage, Inc. were reclassified into partnership common units. Lineage, Inc. holds all partnership common units with the exception of those held by Non-Company LPs. Partnership common units held by Non-Company LPs represent a noncontrolling interest in the Operating Partnership and are included in Noncontrolling interests in the consolidated balance sheets and consolidated statements of redeemable noncontrolling interests and equity. Partnership common units have certain redemption rights which enable the holders to cause the Operating Partnership to redeem their partnership common units in exchange for, at the Company’s option, cash per unit equal to the market price of the Company’s common shares at the time of the redemption or for the Company’s common shares on a one -for-one basis. 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 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. 118 LINEAGE, INC. AND SUBSIDIARIES 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 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. 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 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. BG Lineage Holdings LHR, LLC serves as the representative of all Legacy OP Units (the “LHR”). 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 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. Once converted, the partnership common units that are obtained in the conversion of Legacy OP Units are immediately redeemable in exchange for, at the Company’s option, cash per unit equal to the market price of the Company’s common shares at the time of redemption or for the Company’s common shares on a one -for-one basis. Legacy Class A OP Units and Legacy Class B OP Units are similar in all material respects except with regard to the continuation of Founders Equity Share described below. Each Legacy Class A OP Unit is comprised of two sub-units that are legally separate interests, with one sub-unit referred to as the “A-Piece Sub-Unit” and the other sub-unit referred to as the “C-Piece Sub-Unit.” The A-Piece Sub-Units and the C-Piece Sub-Units exist to continue the calculation of Founders Equity Share due to BG Cold after the reclassification of the pre-existing Class A and Class C units. The holders of the A-Piece Sub-Units and C-Piece Sub-Units will each share in the settlement of Legacy Class A OP Units when they are ultimately reclassified into partnership common units, with the amount of partnership common units received by holders of A-Piece Sub-Units and C-Piece Sub-Units determined based on the calculation of Founders Equity Share described above. Legacy Class B OP Units do not have any sub-units and are not impacted by Founders Equity Share. 119 LINEAGE, INC. AND SUBSIDIARIES 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 The Company grants interests in the Operating Partnership to certain members of management in the form of LTIP Units. LTIP Units are a form of voting interest in the Operating Partnership which may be subject to vesting requirements. Immediately upon the grant of an LTIP Unit, the recipient of the LTIP Unit is admitted into the Operating Partnership as a Non-Company LP. Holders of LTIP Units are entitled to receive distributions from the Operating Partnership as they are declared or in the event of a liquidation of the Operating Partnership on a pari passu basis with holders of other classes of Operating Partnership units, with the exception of certain LTIP Units which, prior to vesting, only receive 10 % of any declared distributions. The LTIP Units are also entitled to share in the profits and losses of the Operating Partnership. 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. LTIP Units are only eligible to be converted into partnership common units if the capital account balance of the LTIP unitholder with respect to such LTIP Units is at least equal to Lineage, Inc.’s capital account balance with respect to an equal number of partnership common units, subject to certain adjustments (“capital account equivalence”). Once the LTIP Units have reached capital account equivalence and become vested, they may be converted into partnership common units on a one -for-one basis. Partnership common units obtained after conversion from the LTIP Units are redeemable in exchange for, at the Company’s option, cash per unit equal to the market price per share of the Company’s common stock at the time of redemption or for shares of the Company’s common stock on a one -for-one basis, in each case subject to certain adjustments. Partnership common units obtained after conversion from LTIP Units may not be redeemed until the 18 month anniversary of the date that the LTIP Units were originally granted (or such longer period as may be provided in the applicable LTIP Unit award agreement). (f) Redeemable Noncontrolling Interests - Operating Partnership Units 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 120 LINEAGE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 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. 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. As a result of the partial redemption, BG Cold received a distribution of $ 1 million in respect of Founders Equity Share. 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 statements of redeemable noncontrolling interests and equity during the year ended December 31, 2024. LLH Capital Structure 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 Prior to the IPO and Formation Transactions, BG Maverick held all outstanding Class D units in LLH. Class D units in LLH were non-voting profits interests. In respect of these interests, BG Maverick was entitled to receive a formulaic annual amount of income and profits that was payable only in a liquidity event. The Company concluded that the Class D units in LLH held by BG Maverick did not have the substantive risks and rewards of equity ownership of LLH, and therefore did not represent a substantive class of equity in LLH and were not recorded as Noncontrolling interests in the consolidated balance sheets and consolidated statements of redeemable noncontrolling interests and equity. 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 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 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. 121 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. In settlement of the remaining obligations due to BG Maverick in connection with Class D units in LLH and the Internalization, LLH issued 2,447,990 Operating Partnership Equivalent Units (“OPEUs”). OPEUs are a voting capital interest in LLH which are similar in all material respects to the common units of LLH held by the Operating Partnership. At any time beginning after July 24, 2026, any holder of OPEUs may require that the Operating Partnership exchange the OPEUs for partnership common units on a one -for-one basis. Any partnership common units issued in exchange for OPEUs may not be redeemed until after all Legacy OP Units have been reclassified into partnership common units. OPEUs are recorded as Noncontrolling interests in the consolidated balance sheets and consolidated statements of redeemable noncontrolling interests and equity based on their relative ownership in LLH. 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 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 The Company had previously granted interests in LLH MGMT and LLH MGMT II to certain members of management. LLH MGMT and LLH MGMT II held all outstanding Class C units in LLH (“Management Profits Interests Class C units”). Management Profits Interests Class C units entitled LLH MGMT and LLH MGMT II, and, by extension, certain members of management, to a formulaic amount of the profits of LLH, generally based on the growth of the Company’s share price over a certain threshold, subject to certain adjustments. The Company accounted for Management Profits Interests Class C units held by LLH MGMT and LLH MGMT II based on the total value of all Management Profits Interests Class C units in a hypothetical liquidation of the Company. 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. 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. Unvested Management Profits Interests Class C units were terminated. 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 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 during 122 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 Certain subsidiaries of LLH have also issued equity interests to third parties. All of these equity interests are accounted for as Noncontrolling interests in the consolidated balance sheets and consolidated statements of redeemable noncontrolling interests and equity. (i) Noncontrolling Interests in Other Consolidated Subsidiaries Noncontrolling interests in Other Consolidated Subsidiaries include entities other than the Operating Partnership in which the Company has a controlling interest but which are not wholly owned by the Company. Third parties own the following interests in the below Other Consolidated Subsidiaries: December 31, 2025 December 31, 2024 Cool Port Oakland Holdings, LLC 13.3 % 13.3 % Lineage Jiuheng Logistics (HK) Group Company Ltd. 40.0 % 40.0 % Kloosterboer BLG Coldstore GmbH (1) 49.0 % 49.0 % Turvo India Pvt. Ltd. 1.0 % 1.0 % (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. Each REIT subsidiary has issued Series A Preferred shares, which are non-voting shares that have a $ 1,000 liquidation preference and a cumulative 12.0 % per annum dividend preference. 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. 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 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”). 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. 123 LINEAGE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (k) Redeemable Noncontrolling Interests - Operating Subsidiaries In August 2023, the Company acquired a 75.0 % ownership in Ha Noi Steel Pipe Joint Stock Company (“SK Logistics”) . 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. 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. 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. (in millions) Redeemable Noncontrolling Interests - Operating Partnership Units Convertible Redeemable Noncontrolling Interests - Preference Shares Redeemable Noncontrolling Interest - Operating Subsidiaries Total Redeemable Noncontrolling Interests Balance as of December 31, 2022 $ 85 $ 213 $ — $ 298 Noncontrolling interests acquired in business combinations — — 7 7 Redeemable noncontrolling interest redemption value adjustment 35 8 1 44 Balance as of December 31, 2023 120 221 8 349 Distributions ( 1 ) — — ( 1 ) Reclassification of the Preference Shares — ( 229 ) — ( 229 ) Redemption of redeemable noncontrolling interests ( 6 ) — — ( 6 ) Expiration of redemption option ( 92 ) — — ( 92 ) 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 $ 7 124 LINEAGE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Below is a summary of all activity for the Company’s noncontrolling interests during the years ended December 31, 2025, 2024, and 2023, which are discussed in further detail above. (in millions) Operating Partnership Units Noncontrolling Interests in Other Consolidated Subsidiaries Management Profits Interests Class C Units Noncontrolling Interest in Other Consolidated Subsidiaries - OPEU Total Noncontrolling Interests 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 Stock-based compensation — — 11 — 11 Other comprehensive income (loss) ( 2 ) — — — ( 2 ) Sale of noncontrolling interests — ( 4 ) — — ( 4 ) Redemption of units issued as stock compensation — — ( 1 ) — ( 1 ) Net income (loss) ( 5 ) ( 1 ) ( 13 ) — ( 19 ) Reallocation of noncontrolling interests 49 — — — 49 Balance as of December 31, 2023 598 15 9 — 622 Distributions ($ 0.91 per OP Unit and OPEU) ( 47 ) ( 1 ) — ( 2 ) ( 50 ) Stock-based compensation 35 — 4 — 39 Other comprehensive income (loss) ( 27 ) — — ( 1 ) ( 28 ) Conversion of Management Profits Interests Class C units 66 — ( 5 ) — 61 Redemption of preferred shares and OPEUs — — — ( 29 ) ( 29 ) Reimbursement of Advance Distributions 198 — — — 198 Issuance of OPEUs and settlement of Class D Units — — — 73 73 Expiration of redemption option 27 — — — 27 Net income (loss) ( 75 ) — ( 8 ) ( 3 ) ( 86 ) Reallocation of noncontrolling interests 169 — — 17 186 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 and BG Cold. 125 LINEAGE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Dividends and Distributions 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) September 30, 2024 (1) September 30, 2024 October 21, 2024 $ 0.38 $ 87 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. Concurrently with the declaration of the dividend on common stock, Lineage, Inc., as general partner of the Operating Partnership, authorized the Operating Partnership to make distributions to the holders of partnership common units, Legacy OP Units, and LTIP Units. 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 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. Put Options 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 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. 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 126 LINEAGE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 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 September 1, 2025 to September 8, 2025 11/7/2025 1,058,328 44 — 80 124 October 3, 2025 to October 10, 2025 12/19/2025 111,713 4 — 14 18 Total 2,036,738 $ 93 $ 18 $ 153 $ 264 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. 127 LINEAGE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (3) Revenue The following table disaggregates the Company’s net revenues by major stream and reportable segment. Year Ended December 31, (in millions) 2025 2024 2023 Warehousing operations $ 3,472 $ 3,477 $ 3,471 Warehouse lease revenues 284 271 259 Managed services 174 119 97 Other 20 20 30 Total Global Warehousing 3,950 3,887 3,857 Transportation 717 797 859 Food sales 199 208 229 Redistribution revenues 225 206 193 E-commerce and other 177 167 130 Railcar lease revenues 87 75 74 Total Global Integrated Solutions 1,405 1,453 1,485 Total net revenues $ 5,355 $ 5,340 $ 5,342 The Company has no material warranties or obligations for allowances, refunds, or other similar obligations. As a practical expedient, the Company does not assess whether a contract has a significant financing component, as the period between the transfer of service to the customer and the receipt of customer payment is less than a year. 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 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 $ 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. 128 LINEAGE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Future minimum lease payments under operating leases, including railcar leases and subleases, with original terms in excess of one year to be received from customers for each of the next five years and thereafter are as follows (in millions): Year ending December 31: 2026 $ 256 2027 214 2028 178 2029 149 2030 130 2031 and thereafter 660 Total $ 1,587 (4) Business combinations, asset acquisitions, and divestitures 2025 Business Combinations 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. There were no material measurement period adjustments during the year ended December 31, 2025. 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, which were not material. 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. 129 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 in the current period, inclusive of any measurement period adjustments. (in millions) Bellingham Cold Storage Other Fair value of consideration transferred Cash consideration (1) $ 119 $ 60 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 . (b) Other 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. 130 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. 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 years ended December 31, 2025 and 2024. 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. 131 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. (in millions) ColdPoint Logistics Other (1) Fair value of consideration transferred Cash consideration $ 224 $ 110 Contingent consideration — 12 Total consideration $ 224 $ 122 Recognized amounts of identifiable assets acquired and liabilities assumed Cash and cash equivalents $ — $ 2 Accounts receivable, net, prepaid expenses, and other current assets 8 7 Property, plant, and equipment 160 96 Right-of-use assets and other non-current assets — 13 Customer relationships (included in other intangibles) 41 26 Accounts payable, accrued liabilities, and other current liabilities ( 5 ) ( 6 ) Lease obligations and other non-current liabilities — ( 13 ) Deferred income tax liabilities — ( 23 ) Long-term debt — ( 14 ) Total identified net assets $ 204 $ 88 Goodwill $ 20 $ 34 (1) The measurement period adjustments were primarily related to property, plant, and equipment and goodwill and were not material. (a) ColdPoint Logistics On November 1, 2024, 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”) through an asset purchase agreement. The facility provides temperature-controlled storage in the Greater Kansas City area. The purpose of this acquisition was to expand the Company’s growth and strengthening of the Company’s warehousing presence in the central region of the US, with direct access to major ports via onsite rail. 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 is amortizable for income tax purposes. (b) Other During 2024, the Company completed other business combinations to expand the Company’s growth and strengthening of the Company’s warehousing and transportation network in Canada, Belgium, and Western Australia and providing access to the second largest port in Europe (Belgium). 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 and Global Integrated Solutions segments. The goodwill is not amortizable for income tax purposes. 132 LINEAGE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 2024 Real Estate Acquisitions (a) Eurofrigor On June 28, 2024, the Company acquired all of the outstanding equity of Eurofrigor S.r.l. Magazzini Generali (“Eurofrigor”) through a quota purchase agreement for $ 18 million ($ 15 million net of cash acquired). Eurofrigor owns and operates a temperature-controlled warehouse facility in Controguerra, Italy. The transaction has been accounted for as an asset acquisition under ASC 805, Business Combinations . 2023 Business Combinations The acquisitions described below took place during the year ended December 31, 2023. 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, 2025, 2024, and 2023. 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. 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 NOVA Coldstore Corp. Other Fair value of consideration transferred Cash consideration $ 148 $ 80 $ 39 Deferred cash consideration — — 14 Issuance of equity — 6 — Contingent consideration — — 2 Total $ 148 $ 86 $ 55 Total identified net assets acquired $ 144 $ 64 $ 30 Goodwill $ 4 $ 22 $ 25 (a) Burris 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 warehouses in Lakeland, Florida; Jacksonville, Florida; McDonough, Georgia; Edmond, Oklahoma; New Castle, Delaware; Waukesha, Wisconsin; and Federalsburg, Maryland. These facilities provide a mix of temperature-controlled warehousing services and e-commerce fulfillment. The goodwill associated with this acquisition is primarily attributable to the strategic benefits of strengthening the Company’s warehousing network in the Eastern and Midwestern United States and expansion of its existing e-commerce fulfillment business. The goodwill was allocated to the Company’s Global Warehousing and Global Integrated Solutions segments and was not amortizable for income tax purposes. 133 LINEAGE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (b) NOVA Coldstore On October 2, 2023, the Company acquired all the outstanding equity interests of Mountain Dog Operating, LLC, Big Dog Operating, LLC, and NOVA Coldstore Corp. (collectively, “NOVA Coldstore”). NOVA Coldstore is a provider of temperature-controlled warehousing services through its two facilities in Massachusetts. In connection with the transaction described above, Lineage OP issued equity interests to the sellers in the amount of $ 6 million as consideration for certain of the equity interests in NOVA Coldstore. 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 is primarily attributable to the strategic benefits of strengthening the Company’s warehousing network in the North Eastern United States. The goodwill was attributable to the Company’s Global Warehousing segment and was not amortizable for income tax purposes. (c) Other Business Combinations During the year ended December 31, 2023, the Company completed other business combinations to expand the Company’s growth and strengthening of the Company’s warehousing and end-to-end logistics solution offerings in the respective regions. 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. The goodwill was allocated to the Company’s Global Warehousing and Global Integrated Solutions segments and was not amortizable for income tax purposes. 2023 Divestitures During the year ended December 31, 2023, as part of the Company’s continued focus on increasing profitability, the Company completed the sale of its 75 % interest in Erweda BV and its subsidiaries. The cash consideration transferred was immaterial . 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. 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”). 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. 134 LINEAGE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (5) Property, plant, and equipment Property, plant, and equipment, net consists of the following: (in millions) December 31, 2025 December 31, 2024 Estimated Useful Life (Years) Buildings, building improvements, and refrigeration equipment $ 9,601 $ 8,759 5 — 40 Land and land improvements 1,683 1,530 15 — Indefinite Machinery and equipment 1,732 1,578 3 — 20 Railcars 540 549 5 — 50 Furniture, fixtures, equipment, and software 753 669 3 — 7 Gross property, plant, and equipment 14,309 13,085 Less: 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, 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). 135 LINEAGE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (6) Goodwill and other intangible assets, net Goodwill Changes in the carrying amount of goodwill for each reportable segment for the years ended December 31, 2025 and 2024 are as follows: (in millions) Global Warehousing Global Integrated Solutions Total Balance as of December 31, 2023 $ 2,750 $ 644 $ 3,394 Goodwill acquired (1) 60 4 64 Measurement period adjustments ( 10 ) ( 1 ) ( 11 ) Foreign currency translation ( 96 ) ( 13 ) ( 109 ) Balance as of December 31, 2024 2,704 634 3,338 Goodwill acquired (1) 11 — 11 Measurement period adjustments (2) 4 — 4 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. (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. 136 LINEAGE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 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 (in millions) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Useful Life (Years) Customer relationships $ 1,512 $ ( 516 ) $ 996 $ 1,445 $ ( 418 ) $ 1,027 5 - 28 In-place leases 86 ( 23 ) 63 89 ( 21 ) 68 6 - 31 Technology 32 ( 12 ) 20 32 ( 8 ) 24 10 Assembled workforce 9 ( 3 ) 6 1 ( 1 ) — 3 - 5 Other 28 ( 23 ) 5 26 ( 18 ) 8 1 - 17 Other intangible assets $ 1,667 $ ( 577 ) $ 1,090 $ 1,593 $ ( 466 ) $ 1,127 During the years ended December 31, 2025 and 2024 , the Company derecognized fully-amortized intangible assets and the associated accumulated amortization totaling $ 23 million and $ 25 million, respectively . 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. After performing an undiscounted cash flow analysis, these assets were determined to be impaired. 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 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. 137 LINEAGE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Estimated future amortization to be incurred from other intangible assets for each of the next five years and thereafter is as follows (in millions): Year ending December 31: 2026 $ 115 2027 112 2028 110 2029 94 2030 87 2031 and thereafter 572 Total $ 1,090 (7) Equity method investments The Company's beneficial ownership in investments accounted for under the equity method ranges from 8.8 % to 50.0 %. 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 were as follows: (in millions) December 31, 2025 December 31, 2024 Emergent Cold LatAm Holdings, LLC $ 85 $ 76 Other investments 46 48 Total equity method investments $ 131 $ 124 Emergent Cold LatAm Holdings, LLC 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 % as of both December 31, 2025 and 2024. LatAm is organized in the Cayman Islands. The Company has committed to invest up to a total of $ 108 million in LatAm. 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 until July 2027. As of December 31, 2025, the Company has not exercised this option. Other investments The Company also holds beneficial ownership interests in other immaterial equity method investees. (8) Prepaid expenses and other current assets (in millions) December 31, 2025 December 31, 2024 Prepaid expenses $ 79 $ 58 Other current assets 53 39 Prepaid expenses and other current assets $ 132 $ 97 138 LINEAGE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (9) Income taxes Components of earnings before income taxes The following table summarizes the components of earnings before income taxes for the years ended December 31: (in millions) 2025 2024 2023 Domestic $ 69 $ ( 648 ) $ 13 Foreign ( 184 ) ( 192 ) ( 123 ) Net income (loss) before income taxes $ ( 115 ) $ ( 840 ) $ ( 110 ) Summary of current and deferred income taxes Income tax expense (benefit) is summarized as follows for the years ended December 31: (in millions) 2025 2024 2023 Current tax expense (benefit): U.S. – Federal $ 3 $ 1 $ 18 U.S. – State 2 — 8 Foreign 9 15 18 Subtotal 14 16 44 Deferred tax expense (benefit): U.S. – Federal 5 ( 48 ) ( 15 ) U.S. – State 1 ( 8 ) ( 8 ) Foreign ( 22 ) ( 49 ) ( 35 ) Subtotal ( 16 ) ( 105 ) ( 58 ) Total tax expense (benefit): U.S. – Federal 8 ( 47 ) 3 U.S. – State 3 ( 8 ) — Foreign ( 13 ) ( 34 ) ( 17 ) Total Income tax expense (benefit) $ ( 2 ) $ ( 89 ) $ ( 14 ) 139 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 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) $ % U.S. 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) 1 ( 1 ) Foreign tax effects Australia 5 ( 4 ) Denmark 5 ( 4 ) Netherlands: Foreign income taxed at rates other than 21% ( 5 ) 4 Nondeductible goodwill impairment 6 ( 5 ) Nondeductible accrued interest expense 4 ( 3 ) Other ( 3 ) 3 Spain: 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. 140 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 ) Income tax expense (benefit): U.S. statutory federal income tax rate ( 176 ) ( 23 ) Foreign income taxed at rates other than 21% ( 11 ) ( 8 ) Uncertain tax provisions 4 ( 8 ) Valuation allowance movement ( 12 ) — Nondeductible expenses 9 6 Withholding tax 1 1 State and local tax ( 6 ) ( 1 ) Tax adjustments related to REIT 112 10 Tax credits ( 4 ) — Other ( 6 ) 9 Income tax expense (benefit) $ ( 89 ) $ ( 14 ) Deferred income taxes (in millions) December 31, 2025 December 31, 2024 Deferred tax assets: Goodwill $ 46 $ 72 Lease liabilities 207 191 Accruals 13 18 Net operating losses, credits, and other tax attribute carryforwards 172 159 Other 50 50 Total deferred tax assets 488 490 Less: Valuation allowance ( 49 ) ( 42 ) Total net deferred tax assets 439 448 Deferred tax liabilities: Property, plant, and equipment ( 314 ) ( 311 ) Other intangible assets ( 156 ) ( 164 ) Lease assets ( 173 ) ( 168 ) Investments in flow-through entities ( 46 ) ( 48 ) Other ( 7 ) ( 12 ) Total deferred tax liabilities ( 696 ) ( 703 ) Net deferred tax assets/(liabilities) $ ( 257 ) $ ( 255 ) 141 LINEAGE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements The net deferred tax liability above is presented in the consolidated balance sheets as follows: (in millions) December 31, 2025 December 31, 2024 Net deferred tax assets included within other assets $ 46 $ 49 Net deferred tax liabilities included within deferred income tax liability ( 303 ) ( 304 ) 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. There were also total tax credits of $ 10 million which expire, if not utilized, from 2026 to 2045. In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not that some portion of or all the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected future taxable income, and tax-planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more-likely-than-not that the Company will realize the benefits of these deductible differences, net of the existing valuation allowances on December 31, 2025 and 2024. 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. 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., 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. The release of the valuation allowance was due to the Company’s internal restructurings. Uncertain tax positions The beginning and ending balances of the Company’s uncertain tax positions are reconciled below for the years ended December 31: (in millions) 2025 2024 2023 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 releases ( 1 ) ( 2 ) ( 10 ) 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, 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. 142 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 The 2015 through 2025 tax years generally remain open to examination by U.S. federal, state, and foreign tax authorities. The Company has analyzed its global cash requirements as of December 31, 2025 and has recorded a $ 1 million deferred tax liability related to foreign income and withholding tax that will be incurred with respect to the undistributed foreign earnings which are not permanently reinvested. The Organization for Economic Co-operation and Development (“OECD”) has issued Pillar Two Model Rules introducing a new global minimum tax of 15% effective for tax years beginning on or after January 1, 2024. While the U.S. has not yet adopted the Pillar Two rules, various other governments around the world are enacting legislation. The Company has consolidated revenue of more than €750 million per annum and therefore is in scope of the Pillar Two rules which entail tax compliance obligations and can potentially lead to additional taxes where the effective tax rate in a jurisdiction is below 15%. 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 U.S. federal $ 2 U.S. state and local Texas 2 Foreign Australia 3 Canada 5 Netherlands 6 Poland 4 Other 4 Total cash paid during the period for income taxes, net of refunds $ 26 Tax reform 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. 143 LINEAGE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (10) Debt (in millions) December 31, 2025 December 31, 2024 Unsecured credit facilities $ 2,565 $ 2,772 Senior unsecured notes 1,774 1,665 New senior unsecured notes 1,323 — Secured debt 476 522 Unsecured term loans 2 17 Total debt 6,140 4,976 Less: Current portion long-term debt ( 2 ) ( 56 ) Less: Deferred financing costs ( 21 ) ( 13 ) Less: Discount on debt issued ( 10 ) — Less: Below-market debt — ( 4 ) Plus: Above-market debt — 3 Total long-term debt, net $ 6,107 $ 4,906 (a) Unsecured Credit Facilities i. Credit Agreement - Revolving Credit Facility and Term Loan A 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 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 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. In connection with the February 2024 refinancing of the Credit Agreement, the Company incurred total fees and expenses of $ 34 million, of which $ 31 million was capitalized as deferred financing costs, $ 2 million was recognized as an immediate loss on extinguishment of debt, and $ 1 million was recognized in General and administrative expense as third-party costs related to a debt modification. 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. 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. The contractual interest rate is equal to the applicable variable reference rate plus the margin rate. 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 144 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. On July 30, 2024, Moody’s Ratings assigned a first-time Baa2 issuer rating to the Company, with a stable outlook. 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. 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: December 31, 2025 December 31, 2024 (in millions) Contractual Interest Rate (1) Borrowing Currency Amount Carrying Amount (USD) Contractual Interest Rate (1) Borrowing Currency Amount Carrying Amount (USD) Term Loan A USD SOFR+ 0.93 % 1,000 $ 1,000 SOFR+ 0.93 % 1,000 $ 1,000 Revolving Credit Facility USD SOFR+ 0.78 % 1,325 1,325 SOFR+ 0.78 % 1,535 1,535 AUD BBSW+ 0.78 % 122 82 BBSW+ 0.78 % 126 78 NZD BKBM+ 0.78 % 131 76 BKBM+ 0.78 % 106 60 CAD CORRA+ 0.78 % 68 50 CORRA+ 0.78 % 10 7 NOK NIBOR+ 0.78 % 260 25 NIBOR+ 0.78 % — — EUR EURIBOR+ 0.78 % 6 7 EURIBOR+ 0.78 % 55 57 DKK CIBOR+ 0.78 % — — CIBOR+ 0.78 % 250 35 Total Revolving Credit Facility $ 1,565 $ 1,772 (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. ii. 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 145 LINEAGE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 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. On July 26, 2024, the Company used a portion of the net proceeds from the IPO to repay in full the remaining outstanding DDTL principal balance of $ 2,400 million, along with $ 7 million in accrued interest and fees. Additionally, the Company recorded a $ 6 million loss on extinguishment of debt related to the write-off of unamortized deferred financing costs previously capitalized for the DDTL. (b) Senior Unsecured Notes 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: (in millions, except interest rates) Borrowing Currency Amount Interest rate Maturity date December 31, 2025 December 31, 2024 Series A Senior Notes $ 300 2.22 % 8/20/2026 $ 300 $ 300 Series B Senior Notes $ 375 2.52 % 8/20/2028 375 375 Series C Senior Notes € 128 0.89 % 8/20/2026 151 133 Series D Senior Notes € 251 1.26 % 8/20/2031 295 262 Series E Senior Notes £ 145 1.98 % 8/20/2026 196 182 Series F Senior Notes £ 130 2.13 % 8/20/2028 175 163 Series G Senior Notes € 80 3.33 % 8/20/2027 94 83 Series H Senior Notes € 110 3.54 % 8/20/2029 129 115 Series I Senior Notes € 50 3.74 % 8/20/2032 59 52 Total Senior Unsecured Notes $ 1,774 $ 1,665 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 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. (c) New Senior Unsecured Notes 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 146 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 5.25 % Notes $ 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 ; and • 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. 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. 147 LINEAGE, INC. AND SUBSIDIARIES 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: i. Adjustable rate multi-property loan CMBS 4 On May 9, 2019, the Company entered into CMBS 4 with Column Financial, Inc., Bank of America, N.A., and Morgan Stanley Bank, N.A. in the aggregate amount of $ 2,350 million. On April 9, 2024, the Company fully paid the remaining outstanding CMBS 4 principal balance of $ 2,344 million, along with $ 14 million in accrued interest and fees. ii. Adjustable rate multi-property loan CMBS 5 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. On August 9, 2024, the Company fully paid the remaining outstanding CMBS 5 principal balance of $ 1,298 million, along with $ 8 million in accrued interest and fees. As a result of the full repayment, the Company recorded a $ 4 million loss on extinguishment of debt related to the write-off of unamortized deferred financing costs previously capitalized for the CMBS 5 loan. iii. MetLife Real Estate Lending LLC - Cool Port Oakland On March 25, 2019, the Company entered into a loan agreement with MetLife Real Estate Lending LLC in the amount of $ 81 million. On February 6, 2024, the Company entered into a new $ 81 million loan agreement with MetLife Real Estate Lending LLC, designed as a refinancing arrangement, with a maturity date of March 5, 2029. This agreement enabled the Company to fully pay the outstanding balloon payment of $ 77 million associated with the previous loan due to mature on March 25, 2024. After the repayment, debt issuance fees, and other closing costs, the Company received net cash proceeds of $ 4 million. The loan bears interest at SOFR plus a spread of 1.77 % per annum. The agreement requires monthly interest-only payments with a balloon repayment of the outstanding principal amount due upon maturity. iv. 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. A. 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. 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, 2025 148 LINEAGE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 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: 2026 (1) $ 809 2027 96 2028 779 2029 2,776 2030 501 2031 and thereafter 1,179 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 (a) Risk management objective of using derivatives The Company manages certain economic risks, including interest rate, foreign currency, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its assets and liabilities and with the use of derivative financial instruments. (b) Cash flow hedges of interest rate and foreign currency risk The Company’s objectives in using interest rate derivatives are to manage its exposure to interest rate movements and to mitigate the potential volatility to interest expense. To accomplish this objective, the Company primarily uses interest rate swaps and caps as part of its interest rate risk management strategy. Interest rate swaps involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. 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. 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. The impacts of these foreign currency derivative instruments on the consolidated financial statements of the Company are insignificant. 149 LINEAGE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (c) Designated hedges - interest rate contracts 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, 2025 2024 2023 2025 2024 2023 Included in effectiveness testing $ 8 $ 36 $ 33 $ 74 $ 98 $ 119 Excluded from effectiveness testing and recognized in earnings based on an amortization approach — ( 4 ) ( 5 ) ( 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. 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. 150 LINEAGE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (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 Year Ended December 31, (in millions) 2025 2024 2023 Interest expense (1) $ 256 $ 426 $ 509 (Gain) loss on hedge instruments ( 73 ) ( 97 ) ( 116 ) Finance lease liabilities interest 92 93 92 Amortization of deferred financing costs and discount on debt 13 18 19 Capitalized interest ( 17 ) ( 8 ) ( 13 ) Interest income ( 8 ) ( 12 ) ( 6 ) Other financing fees 5 10 5 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 means. 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. 151 LINEAGE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Level 3 – Inputs include unobservable inputs used in the measurement of assets and liabilities. Management is required to use its own assumptions regarding unobservable inputs because there is little, if any, market activity in the assets or liabilities and it may be unable to corroborate the related observable inputs. Unobservable inputs require management to make certain projections and assumptions about the information that would be used by market participants in valuing assets or liabilities. The following table presents the fair value hierarchy levels of the Company’s assets and liabilities at fair value: (in millions) Fair Value Hierarchy December 31, 2025 December 31, 2024 Measured at fair value on a recurring basis: 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 - not exercised (2) Level 3 $ — $ 107 Measured at fair value on a non-recurring basis: Other investments (included in Other assets) (3) Level 3 $ 26 $ 18 Disclosed at fair value: 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. (4) The carrying value of long-term debt is disclosed in Note 10, Debt. (5) The carrying value of Kloosterboer Preference Shares is disclosed in Note 17, Other long-term liabilities. 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, 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. For instruments with no prepayment option, the fair value is estimated utilizing a discounted cash flow model where the contractual cash flows (i.e., coupon and principal repayments) were discounted at a risk-adjusted yield reflective of both the time value of money and the credit risk inherent in each instrument. 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, 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. 152 LINEAGE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (14) Leases The Company leases real estate, most significantly warehouses for use in operations, as well as equipment for use within owned and leased warehouses. The Company also leases vehicles, trailers, and other equipment. The Company has not pledged any assets as collateral related to the Company’s existing leases as of December 31, 2025 and December 31, 2024. Right-of-use asset balances are as follows: (in millions) December 31, 2025 December 31, 2024 Finance lease right-of-use assets $ 1,638 $ 1,706 Less: Accumulated amortization ( 537 ) ( 452 ) Finance lease right-of-use assets, net $ 1,101 $ 1,254 Operating lease right-of-use assets $ 858 $ 828 Less: Accumulated amortization ( 242 ) ( 201 ) Operating lease right-of-use assets, net $ 616 $ 627 Lease liabilities are presented in the following line items in the consolidated balance sheets: December 31, 2025 December 31, 2024 (in millions) Finance Leases Operating Leases Finance Leases Operating Leases Accounts payable and accrued liabilities $ 79 $ 55 $ 165 $ 50 Long-term finance lease obligations 1,216 — 1,249 — Long-term operating lease obligations — 599 — 605 Total lease obligations $ 1,295 $ 654 $ 1,414 $ 655 Future minimum lease payments for each of the next five years and thereafter as of December 31, 2025 are as follows (in millions): Years Ending December 31: Finance Leases Operating Leases 2026 $ 165 $ 96 2027 161 96 2028 151 86 2029 150 76 2030 129 70 2031 and thereafter 1,428 656 Total lease payments 2,184 1,080 Less: Imputed interest ( 889 ) ( 426 ) Total lease obligations $ 1,295 $ 654 153 LINEAGE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Supplemental consolidated balance sheets information related to leases is as follows: December 31, December 31, 2025 2024 Weighted average remaining lease term (in years): Finance 14.9 14.5 Operating 15.9 15.9 Weighted average discount rate: Finance 6.9 % 6.8 % Operating 6.4 % 6.5 % The components of lease expense are as follows: Year Ended December 31, (in millions) 2025 2024 2023 Finance lease cost: Amortization of ROU assets $ 105 $ 101 $ 93 Interest on lease liabilities 92 93 92 Operating lease cost 103 114 115 Variable & short-term lease cost 39 38 28 Sublease income ( 15 ) ( 16 ) ( 9 ) Total lease cost $ 324 $ 330 $ 319 Supplemental cash flow information related to leases is as follows: Year Ended December 31, (in millions) 2025 2024 2023 Cash paid for amounts included in the measurement of lease liability Operating cash flows from finance leases $ 90 $ 92 $ 90 Finance cash flows from finance leases $ 168 $ 70 $ 55 Operating cash flows from operating leases $ 96 $ 100 $ 92 ROU assets obtained in exchange for lease obligations (excluding the effect of acquisitions) Finance leases $ 23 $ 60 $ 37 Operating leases $ 21 $ 21 $ 89 154 LINEAGE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (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 Less: 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: 2026 $ 6 2027 6 2028 6 2029 6 2030 6 2031 and thereafter 41 Total failed sale-leaseback financing obligation $ 71 (16) Employee benefit plans (a) Multi-employer pension plans The Company participates in various multi‑employer pension plans, which provide defined benefits to the Company’s covered U.S. union employees. 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. This means that assets contributed by one employer may be used to provide benefits to employees of other participating employers. The Company’s funding policy is to contribute monthly the amount specified by the plans’ trustees. 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. 155 LINEAGE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (b) Salary‑savings profit‑sharing plans Under the Company’s Salary-Savings Profit-Sharing Plan (“Savings Plan”), participants may contribute a percentage of their annual gross wages to the Savings Plan, and the Company contributes matching amounts based on participant contributions. Total Company cash contributions to these plans were $ 45 million, $ 41 million, and $ 37 million during the years ended December 31, 2025, 2024, and 2023, respectively. (c) Non-Qualified Deferred Compensation Plan 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 or annual bonus (if one is paid). The NQDC Plan was effective for compensation beginning on January 1, 2023. The Company invests the compensation deferred by NQDC Plan participants into mutual fund investments and records a corresponding liability. 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, 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). These changes did not result in any material net impact to the consolidated statements of operations and comprehensive income (loss) for the years ended December 31, 2025 and 2024. (17) Other long-term liabilities (in millions) December 31, 2025 December 31, 2024 Kloosterboer Preference Shares $ — $ 247 Failed sale-leaseback financing obligations (See Note 15, Failed sale-leaseback financing obligations ) 65 62 Workers' compensation reserves (see Note 20, Commitments and contingencies ) 34 35 Other liabilities 70 66 Total other long-term liabilities $ 169 $ 410 Kloosterboer Preference Shares As discussed in Note 2, Capital structure and noncontrolling interests , upon the completion of the IPO, the Preference Shares became mandatorily redeemable financial instruments and were reclassified to Other long-term liabilities. 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 156 LINEAGE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 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 Amended and Restated Lineage 2024 Incentive Award Plan The Lineage 2024 Incentive Award Plan (“Pre-IPO Incentive Award Plan”) was adopted by the Company in April 2024. In July 2024, the Pre-IPO Incentive Award Plan was amended and restated, creating the Amended and Restated Lineage 2024 Incentive Award Plan (the “2024 Plan”). The 2024 Plan is administered by certain committees of the Board (the “Plan Administrator”) and provides for the award of RSUs, performance share awards, LTIP Units, stock options, stock appreciation rights, restricted stock, stock payments, dividend equivalents, and other incentive awards, each as defined in the 2024 Plan, to eligible employees, consultants, and members of the Board (collectively, “Plan participants”). The Pre-IPO Incentive Award Plan provided for the same types of awards as the 2024 Plan. The maximum number of shares of common stock which could be issued under the Pre-IPO Incentive Award Plan was 1,000,000 , which increased to 12,500,000 under the 2024 Plan. The maximum amount of shares that may be issued under the 2024 Plan is subject to an annual increase on the first day of each calendar year beginning January 1, 2025 and ending on and including January 1, 2034. The annual increase is equal to 1 % of the sum of (i) the aggregate outstanding number of shares of Lineage, Inc. common stock, (ii) the aggregate number of partnership common units (other than partnership common units that are held by the Company and other than any partnership common units resulting from the conversion of LTIP Units), (iii) the aggregate number of OPEUs, and (iv) the aggregate number of Legacy OP Units, in each case, outstanding on the last day of the immediately preceding calendar year, or any smaller number of shares as determined by the Board. 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. 157 LINEAGE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 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) Ratably; 1 - 3 years Straight-line Fair value at grant date Performance-Based RSU, Performance-Based LTIP Performance condition (3) Closing stock price on date of grant Cliff; 1 - 3 years 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; 3 years 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 158 LINEAGE, INC. AND SUBSIDIARIES 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 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 159 LINEAGE, INC. AND SUBSIDIARIES 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: Time-based RSUs Weighted average grant date fair value per unit Performance-based RSUs Weighted average grant date fair value per unit Unvested as of December 31, 2023 — $ — — $ — Awards granted 1,530,805 84.88 129,856 89.85 Awards vested ( 17,517 ) 89.45 — — Awards forfeited ( 51,499 ) 86.15 ( 1,910 ) 89.85 Unvested as of December 31, 2024 1,461,789 84.78 127,946 89.85 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. 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 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. 160 LINEAGE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 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: Time-based LTIP Units Weighted average grant date fair value per unit Performance-based LTIP Units Weighted average grant date fair value per unit Unvested as of December 31, 2023 — $ — — $ — Awards granted 1,218,732 87.86 1,776,421 89.85 Awards vested — — — — Awards forfeited — — — — Unvested as of December 31, 2024 1,218,732 87.86 1,776,421 89.85 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. 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. (c) Stock payment awards Certain Plan participants have been granted interests in the Company in the form of stock payment awards. Stock payment awards are fully vested shares of Lineage, Inc. common stock issued to Plan participants in exchange for services provided to the Company, or in settlement of other Company liabilities. The Company measures these stock payment awards at grant date fair value based on the closing market price of shares of Lineage, Inc. common stock. The Company recognizes stock-based compensation expense for stock payment awards as incurred. During the year ended December 31, 2024, 1,516,314 shares of Lineage, Inc. common stock were issued pursuant to stock payment awards under the 2024 Plan. 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. 161 LINEAGE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Legacy Stock-Based Compensation Plans The Legacy Stock-Based Compensation Plans were authorized prior to the Pre-IPO Incentive Award Plan. The Legacy Stock-Based Compensation Plans include BGLH Restricted Class B Units, Management Profits Interests Class C units, and LLH Value Creation Unit Plan units. (d) BGLH Restricted Class B Units Prior to the IPO, certain members of management and certain non-employee directors were granted interests in BGLH in the form of restricted Class B Units (“BGLH Restricted Units”). The Company fair valued these BGLH Restricted Units as of the grant date based on the price of substantially similar units issued to third-party investors in arms’ length transactions in connection with other BGLH capital raising activities. The Company recognized stock‑based compensation expense over the vesting term. 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. The following represents a summary of these units: Units Weighted average grant date fair value per unit Unvested as of December 31, 2022 106,238 $ 79.07 Awards granted 212,110 90.05 Awards vested ( 167,148 ) 83.76 Unvested as of December 31, 2023 151,200 89.29 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 LLH MGMT and LLH MGMT II interests were issued to certain members of management in the form of Management Profits Interests Class C units . These profits interests generally vested over a three to five year time period, with the number of units vested based partially on meeting certain financial targets of the Company or individual performance metrics. 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-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. The key inputs in the valuation included a volatility factor (which ranged from 32 % to 62 %) and a risk free rate (which ranged from 0.23 % to 4.97 %), with vesting terms of 0.75 years to 2.5 years as time to maturity in the model. The Company recognized stock-based compensation expense over the vesting term. 162 LINEAGE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements The following represents a summary of these units: Units Weighted average grant date fair value per unit Unvested as of December 31, 2022 6,628,513 $ 2.10 Awards granted 3,164,021 3.58 Awards vested ( 2,823,268 ) 3.26 Awards forfeited ( 274,143 ) 2.13 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 — $ — (f) LLH Value Creation Unit Plan units Certain employees were granted notional units under the LLH Value Creation Unit Plan (the “2015 LVCP”) in the form of appreciation rights that vested over a period of four years and upon the occurrence of a liquidity event. This plan covered awards from 2015 to 2020. A new LLH Value Creation Unit Plan was established in 2021 (the “2021 LVCP”) that generally provided for the grant of similar appreciation rights that were eligible to vest without the occurrence of a liquidity event if the Company achieved the target value as specified in the award agreements. Prior to the completion of the IPO, the Company considered the achievement of the vesting requirements for outstanding awards under the 2015 LVCP and 2021 LVCP to be improbable, and as such, no compensation expense was recorded. Upon the completion of the IPO during the year ended December 31, 2024, certain outstanding awards under the 2015 LVCP and 2021 LVCP vested and the Company recognized compensation expense and a corresponding liability of $ 26 million. 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. 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 remained outstanding as of December 31, 2025 and 2024. Stock-Based Compensation Expense The following table summarizes the Company’s stock-based compensation expense by line item in the consolidated statements of operations and comprehensive income (loss): Year Ended December 31, (in millions) 2025 2024 2023 Cost of operations $ 13 $ 3 $ — General and administrative expense 107 78 26 Acquisition, transaction, and other expense 6 134 — Total stock-based compensation expense $ 126 $ 215 $ 26 163 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 — LTIP Units: 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. 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 included $ 3 million owed to these suppliers as of December 31, 2025. No such payables were outstanding as of December 31, 2024. 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. 164 LINEAGE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (20) Commitments and contingencies (a) Self‑insured risks The Company is self‑insured for workers’ compensation costs, with the Company’s workers’ compensation plan having an individual claim stop‑loss deductible of $ 1 million. Self‑insurance liabilities are determined by third-party actuaries. 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, 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, 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. The Company has a medical plan with a retained deductible. 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, 2025 and December 31, 2024 was $ 14 million and $ 11 million, respectively. (b) Legal and regulatory proceedings The Company, from time to time and in the normal course of business, is party to various claims, lawsuits, arbitrations, and regulatory actions (collectively, “Claims”). In particular, as the result of numerous ongoing construction activities, the Company may be a party to construction and/or contractor related liens and claims, including mechanic’s and materialmen’s liens. The Company is also party to various Claims related to commercial disagreements with customers or suppliers. Additionally, given the Company’s substantial workforce, and, in particular, its warehouse related workforce, the Company is party to various labor and employment related Claims, including, without limitation, Claims related to workers’ compensation, wage and hour, discrimination, and related matters. Finally, given the Company’s business of warehousing refrigerated food products and its utilization of anhydrous ammonia for its refrigeration systems (a known hazardous material), the Company is subject to the jurisdiction of various U.S. regulatory agencies, including, without limitation, the Department of Agriculture, Food and Drug Administration, Environmental Protection Agency (“EPA”), Department of Justice, Occupational Safety and Health Administration, and various other agencies in the locations in which the Company operates. Management of the Company believes the ultimate resolution of these matters will not have a material adverse effect on the consolidated financial statements. (c) Environmental matters The Company is subject to a wide range of environmental laws and regulations in each of the locations in which the Company operates. Compliance with these requirements can involve significant capital and operating costs. Failure to comply with these requirements can result in civil or criminal fines or sanctions, claims for environmental damages, remediation obligations, the revocation of environmental permits, or restrictions on the Company’s operations. 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 believes it is in compliance with applicable environmental regulations in all material respects. Under various U.S. federal, state, and local environmental laws, a current or previous owner or operator of real estate may be liable for the entire cost of investigating, removing, and/or remediating hazardous or toxic substances on such property. Such laws often impose liability, whether or not the owner or operator knew of, or was responsible for, the contamination. Even if more than one person may have been responsible for the contamination, each person covered by the environmental laws may be held responsible for the entire clean-up cost. 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. 165 LINEAGE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (d) Occupational Safety and Health Act (OSHA) The Company’s warehouses located in the U.S. are subject to regulation under OSHA, which requires employers to provide employees with an environment free from hazards, such as exposure to toxic chemicals, excessive noise levels, mechanical dangers, heat or cold stress, and unsanitary conditions. The cost of complying with OSHA and similar laws enacted by states and other jurisdictions in which the Company operates can be substantial, and any failure to comply with these regulations could expose the Company to substantial penalties and/or liabilities to employees who may be injured at the Company’s warehouses. 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, 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. No employees or other parties were injured. The Company expects all repair, replacement, and clean-up costs to be covered by its insurance policies, excluding any deductibles and self-insured retentions. 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 Less: 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. 166 LINEAGE, INC. AND SUBSIDIARIES 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”). The St. 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 AOCI for foreign currency translation adjustments and unrealized gains and losses on interest rate and foreign currency hedges. Activity within AOCI was as follows: Year Ended December 31, (in millions) 2025 2024 2023 Foreign currency translation adjustments: Balance at beginning of period $ ( 330 ) $ ( 149 ) $ ( 227 ) Foreign currency translation adjustments 258 ( 207 ) 88 Amounts allocated to Noncontrolling interests and Redeemable noncontrolling interests ( 27 ) 22 ( 10 ) Reallocation due to change in Noncontrolling interest ownership percentage — 4 — Balance at end of period $ ( 99 ) $ ( 330 ) $ ( 149 ) Derivatives: Balance at beginning of period $ 57 $ 115 $ 190 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 ) Tax effect 5 6 4 Amounts allocated to Noncontrolling interests and Redeemable noncontrolling interests 6 6 12 Reallocation due to change in Noncontrolling interest ownership percentage — ( 4 ) — Balance at end of period $ 2 $ 57 $ 115 Accumulated other comprehensive income (loss) $ ( 97 ) $ ( 273 ) $ ( 34 ) 167 LINEAGE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (22) Earnings (loss) per share 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 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: Year Ended December 31, (in millions, except per share amounts) 2025 2024 2023 Earnings (loss) per share - basic and diluted: Net income (loss) attributable to Lineage, Inc. $ ( 100 ) $ ( 664 ) $ ( 77 ) Less: Redeemable noncontrolling interest redemption value adjustment ( 2 ) 22 41 Less: Reclassification of the Preference Shares — 20 — Net income (loss) attributable to common stockholders - basic and diluted $ ( 98 ) $ ( 706 ) $ ( 118 ) Weighted average common shares outstanding - basic and diluted 228 191 162 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, 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: • 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. Other classes of Operating Partnership and LLH equity interests held by Non-Company LPs and BG Maverick, including Legacy OP Units, LTIP Units, and OPEUs may also be exchanged for partnership common units at future dates. The shares of Lineage, Inc. 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 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 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. The 168 LINEAGE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 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 Reportable Segments Information The Company’s business is organized into two reportable segments, Global Warehousing and Global Integrated Solutions. The following table presents segment revenues, segment cost of operations, and segment NOI, with a reconciliation to Net income (loss) before income taxes. All inter-segment transactions are not significant and have been eliminated in consolidation. Asset information by reportable segment is not presented , as the Company does not produce such information internally and the CODM does not use such information to manage the business. Capital expenditures for property, plant, and equipment presented below by segment are inclusive of purchases recorded in Accounts payable and accrued liabilities during each period . 169 LINEAGE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Year Ended December 31, (in millions) 2025 2024 2023 Global Warehousing revenues $ 3,950 $ 3,887 $ 3,857 Global Integrated Solutions revenues 1,405 1,453 1,485 Total net revenues 5,355 5,340 5,342 Global Warehousing operating costs: Labor 1,498 1,417 1,402 Power 218 208 204 Other warehouse costs 750 728 743 Total Global Warehousing cost of operations 2,466 2,353 2,349 Global Integrated Solutions cost of operations (1) 1,154 1,222 1,241 Global Warehousing NOI 1,484 1,534 1,508 Global Integrated Solutions NOI 251 231 244 Total segment NOI 1,735 1,765 1,752 Reconciling items: Stock-based compensation expense and related employer-paid payroll taxes in cost of operations ( 14 ) ( 3 ) — General and administrative expense ( 574 ) ( 539 ) ( 502 ) Depreciation expense ( 675 ) ( 659 ) ( 552 ) Amortization expense ( 220 ) ( 217 ) ( 208 ) Acquisition, transaction, and other expense ( 67 ) ( 651 ) ( 60 ) Goodwill impairment ( 48 ) — — Restructuring, impairment, and gain (loss) on disposals 44 ( 57 ) ( 32 ) Equity income (loss), net of tax ( 3 ) ( 6 ) ( 3 ) Gain (loss) on foreign currency transactions, net 28 ( 25 ) 4 Interest expense, net ( 268 ) ( 430 ) ( 490 ) Gain (loss) on extinguishment of debt ( 3 ) ( 17 ) — Other nonoperating income (expense), net ( 50 ) ( 1 ) ( 19 ) Net income (loss) before income taxes $ ( 115 ) $ ( 840 ) $ ( 110 ) Capital expenditures for property, plant, and equipment: Global Warehousing capital expenditures $ 576 $ 558 $ 536 Global Integrated Solutions capital expenditures 28 40 78 Corporate capital expenditures 108 105 121 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 The following table provides geographic information for the Company’s total revenues for the years ended December 31, 2025, 2024, and 2023 and long-lived assets as of December 31, 2025 and 2024. Revenues from external customers are 170 LINEAGE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements attributed to each country or region based on the location of the facilities in which the revenues originated. The Company’s Goodwill and Other intangible assets, net are excluded from the definition of long-lived assets. Total Revenues Long-Lived Assets 2025 2024 2023 2025 2024 North America: United States $ 3,469 $ 3,412 $ 3,424 $ 9,246 $ 9,122 Canada 283 293 277 934 833 Total North America 3,752 3,705 3,701 10,180 9,955 Europe 1,153 1,186 1,203 2,388 2,171 Asia-Pacific 445 445 434 822 785 Other foreign 5 4 4 — — Total $ 5,355 $ 5,340 $ 5,342 $ 13,390 $ 12,911 171 LINEAGE, INC. AND SUBSIDIARIES SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 2025 (in millions, except quantity of buildings) Schedule III - Schedule of Real Estate and Accumulated Depreciation ("Schedule III") reflects the cost and associated accumulated depreciation for the real estate facilities that are owned. The gross cost included in Schedule III includes the cost for buildings, building improvements, refrigeration equipment, land, and land improvements. Schedule III does not reflect leased facilities in the Company’s real estate portfolio. Initial costs to Company Gross amount at which carried as of December 31, 2025 (1),( 3),(6) Property Description Number of buildings (7) Encumbrances Land Buildings and improvements Costs capitalized subsequent to acquisition (1),(2) Land Buildings and improvements Total Accumulated depreciation (1),(4),(6) Date of construction (5) Date acquired UNITED STATES Alabama 2 $ — $ 6 $ 71 $ 14 $ 7 $ 84 $ 91 $ ( 21 ) Various 2014-2022 Arizona 2 — 22 30 1 22 31 53 ( 12 ) 1987 2016-2025 California 18 ( 116 ) 153 469 153 178 597 775 ( 180 ) Various 2011-2021 Colorado 3 — 8 149 27 20 164 184 ( 39 ) Various 2014-2021 Delaware 2 — 4 21 5 4 26 30 ( 5 ) Various 2022-2023 Florida 6 ( 30 ) 16 95 13 16 108 124 ( 19 ) Various 2019-2023 Georgia 17 ( 26 ) 51 423 72 60 486 546 ( 120 ) Various 2010-2023 Idaho 2 — 3 48 5 4 52 56 ( 11 ) Various 2020 Illinois 16 — 80 662 54 84 712 796 ( 170 ) Various 2013-2025 Indiana 5 — 6 81 13 11 89 100 ( 15 ) Various 2017-2021 Iowa 7 — 9 103 38 13 137 150 ( 55 ) Various 2014-2021 Kansas 5 — 58 389 33 66 414 480 ( 66 ) Various 2014-2025 Kentucky 2 — 2 34 11 2 45 47 ( 18 ) Various 2014-2017 Louisiana 1 — 1 6 1 1 7 8 ( 2 ) 1998 2020 Maryland 4 — 15 66 9 15 75 90 ( 13 ) Various 2021-2023 Massachusetts 4 ( 37 ) 24 84 42 26 124 150 ( 20 ) Various 2019-2023 Michigan 5 — 6 66 12 8 76 84 ( 11 ) Various 2017-2021 Minnesota 2 — 2 73 ( 11 ) 9 55 64 ( 7 ) Various 2021-2022 Mississippi 1 — 1 23 12 2 34 36 ( 13 ) 1993 2014 Nebraska 4 — 4 50 33 5 82 87 ( 30 ) Various 2014 New Jersey 5 ( 42 ) 34 188 21 35 208 243 ( 32 ) Various 2019-2022 New York 8 — 10 109 23 11 131 142 ( 37 ) Various 2020 North Carolina 2 — 3 33 16 3 49 52 ( 15 ) Various 2011-2018 North Dakota 1 — 3 13 1 3 14 17 ( 4 ) 1999 2020 Ohio 6 — 11 94 17 12 110 122 ( 26 ) Various 2014-2020 Oklahoma 2 — 4 15 1 4 16 20 ( 4 ) Various 2020-2023 172 LINEAGE, INC. AND SUBSIDIARIES SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 2025 (in millions, except quantity of buildings) Initial costs to Company Gross amount at which carried as of December 31, 2025 (1),( 3),(6) Property Description Number of buildings (7) Encumbrances Land Buildings and improvements Costs capitalized subsequent to acquisition (1),(2) Land Buildings and improvements Total Accumulated depreciation (1),(4),(6) Date of construction (5) Date acquired Oregon 8 — 30 226 19 30 245 275 ( 55 ) Various 2011-2020 Pennsylvania 9 — 75 422 53 77 473 550 ( 93 ) Various 2014-2025 South Carolina 3 — 13 60 36 18 91 109 ( 24 ) Various 2014-2021 South Dakota 1 — 7 46 32 9 76 85 ( 11 ) Various 2020 Tennessee 1 — 1 5 2 1 7 8 ( 2 ) 1998 2020 Texas 17 ( 27 ) 71 502 130 83 620 703 ( 167 ) Various 2011-2025 Utah 2 — 10 29 4 10 33 43 ( 8 ) Various 2014-2022 Virginia 8 ( 29 ) 20 187 12 30 189 219 ( 49 ) Various 2011-2023 Washington 38 ( 162 ) 71 884 66 75 946 1,021 ( 215 ) Various 2008-2025 Wisconsin 6 — 10 130 68 16 192 208 ( 39 ) Various 2018-2023 CANADA 31 — 251 572 29 242 610 852 ( 78 ) Various 2020-2025 EUROPE Belgium 5 — 6 56 11 7 66 73 ( 6 ) Various 2020-2024 Denmark 15 — 30 183 63 31 245 276 ( 58 ) Various 2020-2021 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 Netherlands 30 — 175 382 99 186 470 656 ( 94 ) Various 2017-2022 Norway 4 — 13 53 1 13 54 67 ( 8 ) Various 2020-2025 Poland 3 — 2 38 12 3 49 52 ( 7 ) Various 2020-2021 Spain 2 — 11 53 9 12 61 73 ( 11 ) Various 2021-2022 United Kingdom 14 — 54 268 100 64 358 422 ( 96 ) Various 2017-2018 ASIA PACIFIC Australia 14 — 62 241 14 61 256 317 ( 45 ) Various 2019-2024 New Zealand 27 — 49 109 35 50 143 193 ( 27 ) Various 2020-2023 Singapore 1 — — 50 4 — 54 54 ( 10 ) 2006 2022 Sri Lanka 1 — — 7 ( 2 ) — 5 5 ( 1 ) Various 2020 Vietnam 5 — — 44 3 — 47 47 ( 13 ) Various 2020-2023 Total $ ( 469 ) $ 1,512 $ 8,070 $ 1,427 $ 1,655 $ 9,354 $ 11,009 $ ( 2,073 ) 173 LINEAGE, INC. AND SUBSIDIARIES SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 2025 (in millions, except quantity of buildings) Initial costs to Company Gross amount at which carried as of December 31, 2025 (1),( 3),(6) Property Description Number of buildings (7) Encumbrances Land Buildings and improvements Costs capitalized subsequent to acquisition (1),(2) Land Buildings and improvements Total Accumulated depreciation (1),(4),(6) Date of construction (5) Date acquired Land, buildings, and improvements in the construction in progress balance as of December 31, 2025 United States $ 283 $ 283 Canada 16 16 Europe 65 65 Asia Pacific 6 6 Total in construction in progress $ 370 $ 370 Total assets $ ( 469 ) $ 1,512 $ 8,070 $ 1,427 $ 1,655 $ 9,724 $ 11,379 $ ( 2,073 ) 174 LINEAGE, INC. AND SUBSIDIARIES SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 2025 (in millions, except quantity of buildings) Schedule III - Footnotes (1) The following table presents a reconciliation of the gross amount of real estate assets, as presented in Schedule III above, to the sum of the historical book value of buildings, building improvements, refrigeration equipment, land, land improvements, and construction in progress, as disclosed in Note 5, Property, plant, and equipment in the consolidated financial statements as of December 31, 2025: Reconciliation of total Schedule III assets as of December 31, 2025 Gross amount of real estate assets, as disclosed in Note 5: Buildings, building improvements, and refrigeration equipment $ 9,601 Land and land improvements 1,683 Construction in progress 573 Total 11,857 Less: Book value of real estate assets in leased facilities ( 291 ) Book value of construction in progress on non-real estate assets ( 189 ) Book value of construction in progress on real estate assets in leased facilities ( 15 ) Book value of other miscellaneous (a) 17 Total reconciling items ( 478 ) Gross amount of real estate assets, as reported on Schedule III $ 11,379 Reconciliation of total Schedule III accumulated depreciation as of December 31, 2025: Accumulated depreciation, as disclosed in Note 5: $ ( 3,544 ) Less: Accumulated depreciation - non-real estate assets 1,386 Accumulated depreciation - real estate assets in leased facilities 85 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. 175 LINEAGE, INC. AND SUBSIDIARIES SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 2025 (in millions, except quantity of buildings) (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. (5) Various for properties with multiple buildings or with multiple construction dates due to expansions. (6) The following table summarizes the Company’s real estate cost and accumulated depreciation activity for the years ended December 31: 2025 2024 2023 Real estate properties, at cost: Balance as of January 1 $ 10,283 $ 10,020 $ 9,381 Capital expenditures 429 309 418 Acquisitions 507 292 180 Dispositions ( 67 ) ( 28 ) ( 22 ) Impairments ( 18 ) ( 32 ) — Impact of foreign exchange rate changes and other 245 ( 278 ) 63 Balance as of December 31 $ 11,379 $ 10,283 $ 10,020 Accumulated depreciation: Balance as of January 1 $ ( 1,698 ) $ ( 1,427 ) $ ( 1,116 ) Depreciation Expense ( 365 ) ( 336 ) ( 309 ) Dispositions 16 18 7 Impact of foreign exchange rate changes and other ( 26 ) 47 ( 9 ) 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. 176 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Not applicable.