AMERICOLD REALTY TRUST (COLD)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q. In addition, the following discussion contains forward-looking statements, such as statements regarding our expectation for future performance, liquidity and capital resources, that involve risks, uncertainties and assumptions that could cause actual results to differ materially from our expectations. Our actual results may differ materially from those contained in or implied by any forward-looking statements. Factors that could cause such differences include, but are not limited to, those identified below and those described in Part I of this Quarterly Report on Form 10-Q under "Cautionary Statement Regarding Forward-Looking Statements", and "Risk Factors” in Item 1A of Part I of our 2025 Annual Report on Form 10-K.

Management’s Overview

Americold Realty Trust, Inc. together with its subsidiaries (“ART”, “Americold”, the “Company”, “us” or “we”) is a Maryland corporation that operates as a real estate investment trust (“REIT”) for U.S. federal income tax purposes. Americold is a global leader in temperature-controlled logistics and real estate, supporting the safe, efficient movement of food worldwide. We connect producers, processors, distributors, and retailers. Leveraging deep industry expertise, advanced technology, and sustainable practices, Americold delivers reliable cold storage and transportation solutions that create lasting value for customers and communities. As of March 31, 2026, the Company operated 224 warehouses globally, totaling approximately 1.4 billion cubic feet, with 179 warehouses in North America, 23 warehouses in Europe, 20 warehouses in Asia-Pacific, and 2 warehouses in South America.

As of March 31, 2026, our business includes two primary business segments: Warehouse and Transportation. We also have a minority interest in one joint venture: RSA Cold Holdings Limited (the “RSA joint venture”), which operates 2 temperature-controlled warehouses in Dubai.

Segment Reorganization

During the three months ended March 31, 2026, the Company revised the operating segment information regularly provided to the Company's Chief Operating Decision Maker (the “CODM”) to combine the Warehouse and the former Third-party managed operating segments. As a result of this change, the Company now has two reportable operating segments: Warehouse and Transportation. All prior period comparative financial information has been recast to reflect the revised segment structure. See Note 10 - Segment Information for additional information of the Company's reportable segments.

Business Strategy

Our strategy is focused on disciplined execution, capital efficiency, and proactive asset management to enhance operating and financial performance, increase cash flows from operations, and create long-term stockholder value. We leverage the scale, density, and flexibility of our global temperature-controlled warehouse network to support

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customers across the cold chain, drive organic growth within our existing portfolio, and optimize physical and economic utilization. As an owner and operator of specialized cold-storage real estate, we actively manage our portfolio to maintain financial flexibility, support evolving customer requirements, and create value through selective development and portfolio optimization. We continue to emphasize operational excellence, cost discipline, and service reliability, supported by standardized processes and ongoing technology investments. While food remains our primary end market, our facilities also support adjacent temperature-sensitive categories and, where appropriate, non-temperature-sensitive goods. We believe these strategies position us to benefit from continued customer outsourcing, e-commerce growth, and evolving distribution models.

Key Factors Affecting Our Business and Financial Results

Project Orion

In February 2023, the Company announced Project Orion (“Project Orion”), a multi‑year transformation initiative focused on modernizing technology platforms and business processes to support future growth and operational efficiency. Project Orion includes the implementation of a new cloud‑based enterprise resource planning (“ERP”) system (“Orion – Oracle”) and other transformation initiatives (“Orion – Transformation”). The Orion – Oracle implementation is substantially complete, with the exception of deployment in Europe. The Company recognized $5.9 million and $11.5 million in total costs related to Project Orion during the three months ended March 31, 2026 and 2025, respectively.

Massillon Acquisition

On March 18, 2026, the Company completed the acquisition of Massillon (the “Massillon acquisition”), a previously leased warehouse facility located in Massillon, Ohio, for total consideration of $18.7 million. The Company purchased the property for investment purposes, intending to hold it for rental income and capital appreciation.

Significant Risks and Uncertainties

Certain industry and macroeconomic conditions have affected the operating environment for cold storage providers. These include increased speculative development, which has intensified competition and pricing dynamics, as well as inflationary and regulatory factors that have influenced consumer spending patterns and, indirectly, demand from food producers and retailers. To the extent these conditions impact operating performance over time, they may cause us to adjust our assumptions and estimates of future cash flows and fair value and increase the risk of impairment of certain long-lived assets.

For a more robust discussion of risks associated with the Company and its operating results, see “Risk Factors” in the Company’s 2025 Annual Report on Form 10-K.

Seasonality

We provide services to food producers, distributors, retailers, and e-tailers whose businesses, in some cases, are seasonal or cyclical. To help mitigate revenue and earnings volatility associated with seasonality, we have implemented fixed-commitment contracts with certain customers, under which customers pay for guaranteed warehouse space to maintain required inventory levels, particularly during periods of peak physical occupancy.

Historically, on a portfolio-wide basis, physical occupancy rates have generally been lowest during May and June and have typically increased thereafter as a result of annual harvests and customer inventory build in advance of

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end-of-year holidays, with occupancy often peaking between mid-September and early December. Higher-than-average occupancy levels in October or November have historically resulted in higher revenues. However, these historical seasonal patterns are not always indicative of current or future results, and in recent periods, challenging demand conditions and other factors impacting the business have resulted in occupancy levels and revenue trends that are not aligned with typical seasonal expectations.

Seasonality is mitigated, in part, by the diversity of our customer base and product mix, as peak demand for various products occurs at different times of the year (for example, demand for ice cream is typically highest in the summer, while demand for frozen turkeys usually peaks in the late fall). In addition, our southern hemisphere operations in Australia, New Zealand, and South America help balance seasonal impacts across our global portfolio, as growing and harvesting cycles in those regions are complementary to those in North America and Europe. Each of our warehouses establishes operating hours based on customer demand, which varies by location and over time.

Financial Trends and Uncertainties

Management believes that recent and future operating results may continue to be impacted by broader macroeconomic conditions, including consumer spending conservatism, persistent inflationary pressures, tariff-related uncertainty, and reductions in government-sponsored benefits. These factors have collectively influenced purchasing behavior, which in turn affect our customers’ production volumes and the corresponding demand for our temperature-controlled storage and handling services. The cold storage industry has also experienced increased speculative capacity, particularly in key distribution markets, which has increased competition. Management believes these trends are reasonably likely to continue to impact future results; however, despite these headwinds, we remain focused on disciplined cost control, delivering high-quality customer service, and investing in areas of the business that offer the greatest long-term value.

How We Assess the Performance of Our Business

Segment Contribution Net Operating Income (“NOI”)

We evaluate the performance of our primary business segments based on their NOI contribution to our overall results of operations which aligns with how our decision makers evaluate performance.

•Warehouse segment contribution NOI is calculated as Warehouse segment revenues less its cost of operations excluding any Depreciation and amortization, corporate-level Selling, general, and administrative expense, corporate-level Transactions, strategic initiatives and other costs, net, Net gain from sale of real estate, and all components of Other (expense) income.

•Warehouse rent and storage contribution NOI is calculated as warehouse rent and storage revenues less power and other facilities costs.

•Warehouse services contribution NOI is calculated as warehouse services revenues less labor and other service costs.

•Transportation segment contribution NOI is calculated as Transportation segment revenues less its cost of operations excluding any Depreciation and amortization, corporate-level Selling, general, and administrative expense, corporate-level Transactions, strategic initiatives and other costs, net, Net gain from sale of real estate, and all components of Other (expense) income.

•Contribution NOI margin for each of these operations is calculated as the applicable contribution NOI measure divided by the applicable revenue measure.

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Segment NOI and NOI margin contribution metrics help investors understand revenues, costs, and earnings among service types. These NOI contribution measures are supplemental and are not measurements of financial performance under U.S. GAAP. We provide reconciliations of these measures to the most directly comparable U.S. GAAP measures in the results of operations sections below.

Same Store Analysis

We believe that same store metrics are key performance indicators commonly used in the real estate industry. Evaluating the performance of our real estate portfolio on a same store basis allows investors to evaluate performance in a way that is consistent period to period. We define our “same store” population once annually at the beginning of the current calendar year. Our population includes properties owned or leased for the entirety of two comparable periods with at least twelve consecutive months of normalized operations prior to January 1 of the current calendar year. We define “normalized operations” as properties that have been open for operation or lease, after development, expansion, or significant modification (e.g., rehabilitation subsequent to a natural disaster). Acquired properties are included in the “same store” population if owned by us as of the first business day of the prior calendar year (e.g. January 1, 2025) and are still owned by us as of the end of the current reporting period, unless the property is under development. The “same store” pool is also adjusted to remove properties that are being exited (e.g. non-renewal of warehouse lease or held for sale to third parties), were sold, or entered developm

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ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements included in this Annual Report on Form 10-K. In addition, the following discussion contains forward-looking statements, such as statements regarding our expectation for future performance, liquidity and capital resources, that involve risks, uncertainties and assumptions that could cause actual results to differ materially from our expectations. Our actual results may differ materially from those contained in or implied by any forward-looking statements. Factors that could cause such differences include those identified below and those described under Item 1A of this Annual Report on Form 10-K. Refer to our Annual Report on Form 10-K as filed on February 27, 2025, for a discussion of the comparative results of operations for the years ended December 31, 2024 and 2023.

Management’s Overview

Americold Realty Trust, Inc. together with its subsidiaries (“ART”, “Americold”, the “Company”, “us” or “we”) is a Maryland corporation that operates as a real estate investment trust (“REIT”) for U.S. federal income tax purposes. Americold is a global leader in temperature-controlled logistics and real estate, supporting the safe, efficient movement of food worldwide. We connect producers, processors, distributors, and retailers. Leveraging deep industry expertise, advanced technology, and sustainable practices, Americold delivers reliable cold storage and transportation solutions that create lasting value for customers and communities. As of December 31, 2025, the Company operated 231 warehouses globally, totaling approximately 1.4 billion cubic feet, with 188 warehouses in North America, 23 warehouses in Europe, 18 warehouses in Asia-Pacific, and 2 warehouses in South America.

As of December 31, 2025, our business includes three primary business segments: Warehouse, Transportation and Third-Party Managed. We also have a minority interest in one joint venture: RSA Cold Holdings Limited (the “RSA joint venture”), which operates 2 temperature-controlled warehouses in Dubai.

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Business Strategy

Our strategy is focused on disciplined execution, capital efficiency, and proactive asset management to enhance operating and financial performance, increase cash flows from operations, and create long-term stockholder value. We leverage the scale, density, and flexibility of our global temperature-controlled warehouse network to support customers across the cold chain, drive organic growth within our existing portfolio, and optimize physical and economic utilization. As an owner and operator of specialized cold-storage real estate, we actively manage our portfolio to maintain financial flexibility, support evolving customer requirements, and create value through selective development and portfolio optimization. We continue to emphasize operational excellence, cost discipline, and service reliability, supported by standardized processes and ongoing technology investments. While food remains our primary end market, our facilities also support adjacent temperature-sensitive categories and, where appropriate, non-temperature-sensitive goods. We believe these strategies position us to benefit from continued customer outsourcing, e-commerce growth, and evolving distribution models.

Key Factors Affecting Our Business and Financial Results

Project Orion

In February 2023, we announced our transformation program “Project Orion” designed to drive future growth and achieve our long-term strategic objectives, through investment in our technology systems and business processes across our global platform. The project includes the implementation of a new, best-in-class, cloud-based enterprise resource planning (“ERP”) software system as well as other transformation related initiatives including artificial intelligence related projects and market expansion initiatives. The primary goals of this project are to streamline standard processes, reduce manual work and incrementally improve our business analytics capabilities. Highlights of the project include implementing centralized customer billing operations, a global payroll and human capital management platform, next-generation warehouse maintenance capabilities, global procurement functionality and shared-service operations in certain international regions, among others. We expect the benefits of these initiatives to include revenue and margin improvements through pricing data and analytics and heightened customer contract governance, finance and human resources cost reductions, information technology (“IT”) applications and infrastructure rationalization, reduced associate turnover, working capital efficiency and reduced IT maintenance capital expenditures. We refer to the Project Orion ERP activities as “Orion - Oracle” and all other Project Orion transformation activities as “Orion - Transformation”. The activities associated with Orion - Oracle are substantially complete, with the exception of the implementation in Europe. Since inception, the Company has incurred $227.7 million of total implementation costs related to Project Orion, including expenses reported in “Acquisition, cyber incident, and other, net” on the Consolidated Statements of Operations and costs deferred in “Other assets”, and to a lesser extent within “Assets under construction” on the Consolidated Balance Sheets. The unamortized balance of the Project Orion deferred costs recognized within Other Assets was $88.6 million and $80.5 million as of December 31, 2025 and 2024, respectively.

During the three months ended June 30, 2024, the Company deployed Project Orion in North America and Asia Pacific related to Orion - Oracle activities. The implementation costs deferred within “Other assets” on the Consolidated Balance Sheets are now being amortized through “Selling, general, and administrative” expense on the Consolidated Statements of Operations. The useful lives of the Company’s internal-use software and capitalized cloud computing implementation costs are generally three to five years. However, the useful lives of major information system installations, such as the implementation of Project Orion related systems and software, are determined on an individual basis and may exceed five years depending on the estimated period of use. The Company has determined the useful life of the Project Orion related systems and software associated with the deployment of Project Orion in North America and Asia Pacific to be ten years and is amortizing the costs associated with such implementation on a straight line basis over such period. The amortization expense

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recognized during the years ended December 31, 2025 and 2024 related to Project Orion was $15.1 million and $4.2 million, respectively.

Loss on Debt Extinguishment

During the year ended December 31, 2024, the Company purchased 11 facilities in the Company’s lease portfolio that were previously accounted for as failed sale-leaseback financing obligations. Total cash outflows related to these purchases of $191.0 million are included within “Termination of sale-leaseback financing obligations” on the Consolidated Statements of Cash Flows for the year ended December 31, 2024.

These purchases resulted in the recognition of a $115.1 million loss on debt extinguishment during the year ended December 31, 2024. These amounts are recognized within “Loss on debt extinguishment and termination of derivative instruments” on the Consolidated Statements of Operations. Refer to Note 11 - Sale-Leasebacks of Real Estate for further details.

Loss on Sale of Real Estate

During the year ended December 31, 2025, the Company exited 2 facilities in the Company’s lease portfolio that were previously accounted for as failed sale-leaseback financing obligations. These exits resulted in a $55.9 million loss, recognized within “Net loss (gain) from sale of real estate” on the Consolidated Statements of Operations for the year ended December 31, 2025. Refer to Note 11 - Sale-Leasebacks of Real Estate for further details.

Impairment of Long-Lived Assets

For the year ended December 31, 2025, the Company recorded long-lived asset impairment charges of $47.1 million primarily due to the anticipated exit of certain warehouses. For the year ended December 31, 2024, the Company recorded long-lived asset impairment charges of $33.1 million for the anticipated exit of certain warehouse and transportation related operations.

Seasonality

We provide services to food producers, distributors, retailers, and e-tailers whose businesses, in some cases, are seasonal or cyclical. To help mitigate revenue and earnings volatility associated with seasonality, we have implemented fixed-commitment contracts with certain customers, under which customers pay for guaranteed warehouse space to maintain required inventory levels, particularly during periods of peak physical occupancy.

Historically, on a portfolio-wide basis, physical occupancy rates have generally been lowest during May and June and have typically increased thereafter as a result of annual harvests and customer inventory build in advance of end-of-year holidays, with occupancy often peaking between mid-September and early December. Higher-than-average occupancy levels in October or November have historically resulted in higher revenues. However, these historical seasonal patterns are not always indicative of current or future results, and in recent periods, challenging demand conditions and other factors impacting the business have resulted in occupancy levels and revenue trends that are not aligned with typical seasonal expectations.

Seasonality is mitigated, in part, by the diversity of our customer base and product mix, as peak demand for various products occurs at different times of the year (for example, demand for ice cream is typically highest in the summer, while demand for frozen turkeys usually peaks in the late fall). In addition, our southern hemisphere

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operations in Australia, New Zealand, and South America help balance seasonal impacts across our global portfolio, as growing and harvesting cycles in those regions are complementary to those in North America and Europe. Each of our warehouses establishes operating hours based on customer demand, which varies by location and over time.

Financial Trends and Uncertainties

Management believes that recent and future operating results may continue to be impacted by broader macroeconomic conditions, including consumer spending conservatism, persistent inflationary pressures, tariff-related uncertainty, and reductions in government-sponsored benefits. These factors have collectively influenced purchasing behavior, which in turn affect our customers’ production volumes and the corresponding demand for our temperature-controlled storage and handling services. The cold storage industry has also experienced increased speculative capacity, particularly in key distribution markets, which has increased competition. Management believes these trends are reasonably likely to continue to impact future results; however, despite these headwinds, we remain focused on disciplined cost control, delivering high-quality customer service, and investing in areas of the business that offer the greatest long-term value.

Foreign Currency Translation Impact on Our Operations

Our consolidated revenues and expenses are impacted by foreign currency fluctuations, which can significantly affect our results. However, revenues and expenses from our international operations are typically denominated in the local currency of the country in which they are derived, which partially mitigates the impact of foreign currency fluctuations. See below for further details of constant currency key performance indicators used to allow stakeholders to understand the results of operations excluding changes in foreign exchange rates.

How We Assess the Performance of Our Business

Segment Contribution Net Operating Income (“NOI”)

We evaluate the performance of our primary business segments based on their NOI contribution to our overall results of operations which aligns with how our decision makers evaluate performance.

•Warehouse segment contribution NOI is calculated as Warehouse segment revenues less its cost of operations excluding any Depreciation and amortization, corporate-level Selling, general, and administrative, corporate-level Acquisition, cyber incident, and other, net, Impairment of indefinite and long-lived assets, Net loss (gain) from sale of real estate, and all components of Other (expense) income.

•Warehouse rent and storage contribution NOI is calculated as warehouse rent and storage revenues less power and other facilities cost.

•Warehouse services contribution NOI is calculated as warehouse services revenues less labor and other service costs.

•Transportation segment contribution NOI is calculated as Transportation segment revenues less its cost of operations excluding any Depreciation and amortization, corporate-level Selling, general, and administrative, corporate-level Acquisition, cyber incident, and other, net, Impairment of indefinite and long-lived assets, Net loss (gain) from sale of real estate, and all components of Other (expense) income.

•Third-Party Managed segment contribution NOI is calculated as Third-Party Managed segment revenues less its cost of operations excluding any Depreciation and amortization, corporate-level Selling, general, and administrative, corporate-level Acquisition, cyber incident, and other, net, Impairment of indefinite

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and long-lived assets, Net loss (gain) from sale of real estate, and all components of Other (expense) income.

•Contribution NOI margin for each of these operations is calculated as the applicable contribution NOI measure divided by the applicable revenue measure.

Segment NOI and NOI margin contribution metrics help investors understand revenues, costs, and earnings among service types. These NOI contribution measures are supplemental and are not measurements of financial performance under U.S. GAAP. We provide reconciliations of these measures to the most directly comparable U.S. GAAP measures in the results of operations sections below.

Same Store Analysis

We believe that same store metrics are key performance indicators commonly used in the real estate industry. Evaluating the performance of our real estate portfolio on a same store basis allows investors to evaluate performance in a way that is consistent period to period. We define our “same store” population once annually at the beginning of the current calendar year. Our population includes properties owned or leased for the entirety of two comparable periods with at least twelve consecutive months of normalized operations prior to January 1 of the current calendar year. We define “normalized operations” as properties that have been open for operation or lease, after development, expansion, or significant modification (e.g., rehabilitation subsequent to a natural disaster). Acquired properties are included in the “same store” population if owned by us as of the first business day of the prior calendar year (e.g. January 1, 2024) and are still owned by us as of the end of the current reporting period, unless the property is under development. The “same store” pool is also adjusted to remove properties that are being exited (e.g. non-renewal of warehouse lease or held for sale to third parties), were sold, or entered development subsequent to the beginning of the current calendar year. Changes in ownership structure (e.g., purchase of a previously leased warehouse) does not result in a facility being excluded from the same store population, as management believes that actively managing its real estate is normal course of operations. Additionally, management classifies new developments (both conventional and automated facilities) as a component of the same store pool once the facility is considered fully operational and both inbounding and outbounding product for at least twelve consecutive months prior to January 1 of the current calendar year.

For all same store properties (as defined above), we calculate “same store contribution NOI”, “same store rent and storage contribution NOI”, “same store services contribution NOI”, and the related margins in the same manner as described above. To ensure comparability in our period-to-period operating results, we also calculate same store contribution NOI measures on a constant currency basis, removing the impact of foreign exchange rate fluctuations by using prior period exchange rates to translate current period results into US dollars. These metrics isolate the operating performance of a consistent set of properties and thus eliminates the effects of changes in portfolio composition and currency fluctuations.

The following table shows the number of same store and non-same store warehouses in our portfolio as of December 31, 2025. The non-same stores count in the table below includes the impact of sites sold or otherwise disposed of during the period presented.

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(1)As of December 31, 2025, the non-same store facility count consists of: 4 sites that are in the recently completed expansion and development phase, 2 facilities where the executive leadership team has approved exits in the current year (both of which are leased facilities), 1 facility that we purchased in 2025, 1 recently leased warehouse in Australia, and 1 site that is temporarily idle. Beginning in Q4 2025, sites are removed from the site count if the executive leadership team has approved the exit and the site is vacant as of period end. As of December 31, 2025, there are 4 sites in the development and expansion phase that will be added to the non-same store pool when operations commence.

Same store financial metrics are not a measurement of financial performance under U.S. GAAP. In addition, other companies providing temperature-controlled warehouse storage and handling and other warehouse services may not define same store or calculate same store financial metrics in a manner consistent with our definitions and calculations. Same store financial measures should be considered as a supplement, but not as an alternative, to our results calculated in accordance with U.S. GAAP. We provide reconciliations of these measures to the most directly comparable U.S. GAAP measures in the discussions of our comparative results of operations below.

Physical Occupancy of our Warehouses

We define average physical occupied pallets as the average number of physically occupied pallets positions in our warehouses for the applicable period.

Physical occupancy percentage is calculated by dividing the average number of physically occupied pallets by the estimated average of total physical pallet positions in our warehouses, for the applicable period.

We estimate the number of physical pallet positions by taking into account actual racked space and by estimating unracked space on an as-if racked basis. We base this estimate on a formula utilizing the total cubic feet of each room within the warehouse that is unracked divided by the volume of an assumed rack space that is consistent with the characteristics of the relevant warehouse. On a warehouse by warehouse basis, rack space generally ranges from three to four feet depending upon the type of facility and the nature of the customer goods stored therein. The number of our pallet positions is reviewed and updated quarterly, taking into account changes in racking configurations and room utilization.

Economic Occupancy of our Warehouses

We define average economic occupied pallets as the sum of the average number of physically occupied pallets and otherwise contractually committed pallets for a given period, without duplication.

Economic occupancy percentage is calculated by dividing the average economic occupied pallets by the estimated average of total physical pallet positions in our warehouses, regardless of whether they are occupied, for the applicable period.

Economic occupancy is a key driver of our financial results as it mitigates the impact of seasonal changes on physical occupancy and ensures our customers have the necessary space to support their business needs.

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Throughput at our Warehouses

The level and nature of throughput at our warehouses significantly impacts our warehouse services revenues. Throughput refers to the volume of pallets entering and exiting our warehouses, with higher levels of throughput driving warehouse services revenues. The nature of throughput can be influenced by various factors including product turnover and shifts in consumer demand. Food manufacturers’ production levels are influenced by market conditions, consumer demand, labor availability, supply chain dynamics and consumer preferences, which all impact throughput.

Constant Currency Metrics

Our consolidated revenues and expenses are subject to variations outside our control that are caused by the net effect of foreign currency translation on revenues generated and expenses incurred by our operations outside the United States. As a result, in order to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency fluctuations, we analyze our business performance based on certain constant currency reporting that represents current period results translated into U.S. dollars at the relevant average foreign exchange rates applicable in the comparable prior period. We believe that the presentation of constant currency results provides a measurement of our ongoing operations that is meaningful to investors because it excludes the impact of these foreign currency movements that we cannot control.

Constant currency results are not measurements of financial performance under U.S. GAAP, and our constant currency results should be considered as a supplement, but not as an alternative, to our results calculated in accordance with U.S. GAAP. We provide reconciliations of these measures in the discussions of our comparative results of operations below.

Components of Our Results of Operations

Warehouse

Rent, storage, and warehouse services revenues. Our primary source of revenues is rent, storage, and warehouse services fees. Rent and storage revenues are related to the storage of frozen, perishable or other products in our warehouses. We also offer a wide array of value-added services including: i) receipt, labeling and storage of goods, ii) customized order retrieval and packaging, iii) blast freezing and ripening, iv) government approved periodic inspections, fumigation, and other treatment services, v) e-commerce fulfillment and many more.

Rent, storage, and warehouse services cost of operations consist of labor, power, other facilities costs, and other service costs.

Labor covers wages, benefits, workers' compensation, and can vary due to factors like workforce size, customer needs, compensation levels, third-party labor usage, collective bargaining agreements, customer requirements, productivity, labor availability, government policies, medical insurance costs, safety programs, and discretionary bonuses.

The cost of power fluctuates based on the price of power in the regions that our facilities operate and the required temperature zone or freezing required. We may, from time to time, hedge our exposure to changes in power prices through fixed rate agreements or, to the extent possible and appropriate, through rate escalations or power surcharge provisions within our customer contracts.

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Other facilities costs include utilities other than power, property taxes and insurance, sanitation, repairs and maintenance, operating leases rent charges, security, and other related facilities costs.

Other services costs include equipment costs, warehouse consumables (e.g. shrink-wrap), associate protective equipment, warehouse administration and other related services costs.

Transportation

Transportation services revenues are derived from fees charged for transportation of our customers products, often including fuel and capacity surcharges.

Transportation services cost of operations are primarily affected by third-party carrier costs, which are influenced by carrier factors like driver and equipment availability. In select markets, we use our drivers and assets, incurring costs like wages, fuel, tolls, insurance, and maintenance to operate these assets.

Third-Party Managed

Third-party managed services revenues. Reimbursements that we receive for expenses incurred for warehouses that we manage on behalf of third-party owners are recognized as third-party managed services revenues. We also earn management fees, incentive fees upon achieving negotiated performance and cost-savings results, or an applicable mark-up on costs.

Third-party managed services cost of operations, which are recognized on a pass-through basis, primarily consist of labor charges similar to those described above as a component of warehouse costs of operations.

Consolidated Operating Expenses

Depreciation and amortization charges relate to the depreciation of buildings and equipment related improvements, leasehold improvements, material handling equipment, furniture, fixtures, and our computer equipment. Amortization relates primarily to intangible assets for customer relationships.

Selling, general, and administrative expenses consist primarily of warehouse and non-warehouse related labor, facility and warehouse costs, equipment expenses, administrative expenses, information technology (including amortization and ongoing licenses expenses associated with the go-live of Project Orion), common carriers, and professional fees.

Acquisition, cyber incident, and other, net consists of non-recurring or non-routine costs including costs related to Project Orion, terminated site operations costs, non-routine stock compensation expense associated with certain employee awards and professional and consulting fees for strategic projects, acquisition related costs, severance, and cyber incident related costs, net of insurance recoveries. These costs are not representative of our normal course of operations.

Impairment of indefinite and long-lived assets represents the impairment of property, plant, and equipment, operating leases, and other long-lived assets whose values are considered unrecoverable.

Net loss (gain) from sale of real estate represents gains or losses recognized from certain lease exits previously accounted for as failed sale leasebacks or the sale of Company owned real estate.

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Interest expense is associated with interest charged on unsecured revolving credit facilities, term loans, and notes.

Loss on debt extinguishment and termination of derivative instruments is representative of charges associated with debt extinguishments and termination of derivative instruments.

Loss from investments in partially owned entities is representative of our share of gains and losses associated with our minority ownership interests in joint ventures.

Other, net primarily includes miscellaneous transactions, the gain from the sale of the SuperFrio joint venture, interest income, foreign currency remeasurement, and certain legal settlements.

Impairment of related party loan receivable represents impairment charges associated with the loan issued to the Comfrio joint venture which was fully impaired during the year ended December 31, 2023. Refer to Note 3 - Business Combinations, Asset Acquisitions and Discontinued Operations of the Consolidated Financial Statements for further details.

Loss on put option represents the fair value of put option associated with the Comfrio joint venture further described in Note 3 - Business Combinations, Asset Acquisitions and Discontinued Operations of the Consolidated Financial Statements.

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Results of Operations

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

Warehouse Segment

The following table presents revenues, contribution (NOI), margins, and certain operating metrics for our global Warehouse segment for the years ended December 31, 2025 and 2024.

(1)The adjustments from our U.S. GAAP operating results to calculate our operating results on a constant currency basis are the effect of changes in foreign currency exchange rates relative to the comparable prior period.

(2)Rent, storage, and warehouse services cost of operations do not include the financial results of warehouses after being considered idle or closed due to an intention to exit. These sites are recognized within Acquisition, cyber incident, and other, net. Refer to FN8 - Acquisition, Cyber Incident, and Other, Net for further details.

(3)Includes real estate rent expense of $29.0 million and $35.9 million, on an actual basis, for the years ended December 31, 2025 and 2024, respectively.

(4)Includes non-real estate rent expense (equipment lease and rentals) of $9.6 million and $12.3 million, on an actual basis, for the years ended December 31, 2025 and 2024, respectively.

n/a - not applicable

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On a constant currency basis, our Warehouse segment revenues decreased $35.7 million, or 1.5%, during the year ended December 31, 2025, compared to the prior year. This decrease was driven by a decrease of $29.2 million in our same store pool, and a decrease of $6.5 million in our non-same store pool, both on a constant currency basis. See discussion in the same store section below for further details on the same store revenue decrease. The decrease in revenue in our non-same store pool was primarily due to facilities exits in the non-same store pool during the period partially offset by incremental revenue associated with recently completed developments, expansions, and acquisitions.

On a constant currency basis, our Warehouse segment cost of operations decreased $34.8 million, or 2.2%, during the year ended December 31, 2025, compared to the prior year. The cost of operations decreased $8.5 million for our same store pool, and decreased $26.3 million for our non-same store pool, both on a constant currency basis. The decrease in the non-same store pool is primarily related to facilities exits in the non-same store pool as well as performance improvements associated with the ongoing normalization of recent site developments, expansions, and acquisitions in the non-same store pool during the year ended December 31, 2025 as compared to the prior year.

On a constant currency basis, Warehouse segment NOI contribution decreased $0.8 million, or 0.1%, during the year ended December 31, 2025, compared to the prior year. The NOI for our same store pool decreased $20.7 million, or 2.5%, and increased $19.8 million for our non-same store pool, both on a constant currency basis, due to factors further described above.

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Same Store and Non-Same Store Results

The following table presents revenues, contribution (NOI), margins, and certain operating metrics for our same store and non-same store for the years ended December 31, 2025 and 2024.

(1)The adjustments from our U.S. GAAP operating results to calculate our operating results on a constant currency basis are the effect of changes in foreign currency exchange rates relative to the comparable prior period.

(2)Rent, storage, and warehouse services cost of operations do not include the financial results of warehouses after being considered idle or closed due to an intention to exit. These sites are recognized within Acquisition, cyber incident, and other, net.

n/a - not applicable

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Same store rent and storage revenues decreased by $27.1 million on a constant currency basis, primarily due to a decrease in economic occupancy of 300 basis points. This decrease was partially offset by an increase in the constant currency same store rent and storage revenues per average economic occupied pallet of 1.5% during the year ended December 31, 2025, as compared to the prior year. The overall decrease in economic occupancy was primarily driven by lower volume due to a competitive environment and changes in consumer buying habits which resulted in change in food production levels.

Same store warehouse services revenues decreased $2.0 million on a constant currency basis, primarily due to a 3.0% decrease in throughput pallets due to lower outbounding activity associated with the factors impacting occupancy levels noted above. This decrease was partially offset by an increase in the constant currency same store services revenues per throughput pallet of 2.9% during the year ended December 31, 2025, as compared to the prior year.

Same store costs of operations decreased by $8.5 million, on a constant currency basis, primarily driven by a decline in labor related charges and lower costs associated with the Company’s provision for uncollectible accounts. Labor expense declined primarily due to the impact of the Company’s labor efficiency initiatives, as well as lower overall occupancy levels. Same store operating margins remained relatively consistent during the year ended December 31, 2025, as compared to the prior year.

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(1)The adjustments from our U.S. GAAP operating results to calculate our operating results on a constant currency basis are the effect of changes in foreign currency exchange rates relative to the comparable prior period.

(2)Rent, storage, and warehouse services cost of operations do not include the financial results of warehouses after being considered idle or closed due to an intention to exit. These sites are recognized within Acquisition, cyber incident, and other, net.

n/a - not applicable

n/r - not relevant

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Transportation Segment

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

(1)The adjustments from our U.S. GAAP operating results to calculate our operating results on a constant currency basis are the effect of changes in foreign currency exchange rates relative to the comparable prior period.

On a constant currency basis, Transportation services revenues decreased $20.9 million, or 10.0%, as compared to the prior year. The decrease was primarily due to overall lower volumes driven by softening transportation demand in the current macro-economic environment coupled with certain customer exits and site exits, partially offset by an increase in transportation revenues in Asia-Pacific primarily due to a newly leased warehouse in Australia and volume increases in the region.

On a constant currency basis, Transportation services cost of operations decreased $15.6 million, or 9.0%, as compared to the prior year. The decrease was due to the same factors contributing to the decline in revenue mentioned above for North America and Europe, partially offset by an increase in transportation cost of operations for Asia-Pacific.

Third-Party Managed Segment

The following table presents the operating results of our Third-Party Managed segment for the years ended December 31, 2025 and 2024.

(1)The adjustments from our U.S. GAAP operating results to calculate our operating results on a constant currency basis are the effect of changes in foreign currency exchange rates relative to the comparable prior period.

On a constant currency basis, Third-party managed services revenues decreased $3.6 million, or 8.8%, as compared to the prior year. The decrease is due to the ceased operations of certain third-party managed sites, one of which ceased during the three months ended June 30, 2024 and another during the three months ended March

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31, 2025. This was partially offset by an increase in revenues at a certain third-party managed site located in Australia.

On a constant currency basis, Third-party managed services cost of operations decreased $3.9 million, or 12.2%, as compared to the prior year due to the factors noted above.

Other Consolidated Operating Expenses

The following table presents consolidated operating expenses, excluding cost of operations, for the years ended December 31, 2025 and 2024.

n/r - not relevant

Depreciation and amortization. The increase in Depreciation and amortization was primarily due to the impact of our recently completed expansion and development projects.

Selling, general, and administrative. The increase in Corporate-level selling, general, and administrative expenses was primarily driven by the go-live of Project Orion in North America and Asia Pacific, which resulted in higher software related expenses (primarily software license fees and deferred cost amortization). For the years ended December 31, 2025 and 2024, selling, general, and administrative expenses, excluding incremental amortization associated with Project Orion, were 9.8% and 9.4% of total revenues, respectively.

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Acquisition, cyber incident, and other, net. Corporate-level Acquisition, cyber incident, and other, net expenses include the following:

(1)Beginning with the year ended December 31, 2025, the Company has presented Orion - transformation related costs (non-capitalizable costs) and Orion - Oracle related costs (non-capitalizable costs) separately within the table above. Refer to Note 1 - Description of the Business for further details on the Project Orion categories.

(2)Certain prior period amounts have been reclassified to conform to the current period presentation.

n/r - not relevant

Refer to Note 8 - Acquisition, Cyber Incident, and Other, Net of the Consolidated Financial Statements for a further description of the expenses listed above.

Orion - transformation related costs (non-capitalizable costs) represents the non-capitalizable portion of all costs related to Project Orion transformation projects. These costs have increased $9.6 million primarily due to increased contract labor and professional fees related to Project Orion transformation projects.

Closed site costs, excluding severance include expenses incurred to wind down operations at closed, idled, or sold facilities within our warehouse and transportation related operations. Such costs include lease termination fees, fixed operating costs, asset retirement obligations, and other exit-related expenses, but exclude any reduction in workforce or other severance costs related to the exit of these operations as those expenses are included within Severance costs. During the year ended December 31, 2025, these costs increased $16.8 million compared to the prior year, primarily driven by lease termination fees and other expenses with recently exited or idled operations and certain assets classified as held for sale.

Other, net for the year ended December 31, 2025 includes non-routine stock compensation expense associated with certain employee awards, non Project Orion related software implementation expenses and professional and consulting fees for strategic projects. Other, net for the years ended December 31, 2024 includes non-routine stock compensation expense associated with certain employee awards, certain repair costs associated with natural weather disasters impacting our warehouses, and $0.8 million related to a litigation adjustment.

Orion - Oracle related costs (non-capitalizable costs) represents the non-capitalizable portion of all Oracle costs related to Project Orion. These costs have decreased $24.7 million primarily due to decreased contract labor, professional fees, and other non-capitalizable costs related to the Oracle implementation.

Acquisition and integration related costs include costs associated with business acquisitions, whether consummated or not, such as advisory, legal, accounting, valuation and other professional or consulting fees. During the year ended December 31, 2025, these costs increased $0.4 million compared to the prior year primarily driven by increased acquisition and integration related legal fees, partially offset by decreased professional fees.

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Severance costs represent certain contractual and negotiated severance and separation costs from exited former executives (excluding charges in the normal course of retirement), reorganizations, reduction in headcount due to synergies achieved through acquisitions or operational efficiencies and reduction in workforce costs associated with exiting or selling non-strategic warehouses or businesses. These costs increased $1.1 million primarily due to increased workforce reductions during the year ended December 31, 2025.

Cyber incident related costs, net of insurance recoveries represents incremental legal and other costs associated with cybersecurity incidents that occurred in November 2020 and April 2023, net of the receipt of business interruption insurance proceeds. The $10.0 million increase was primarily driven by the favorable impact of a $10.0 million insurance payment received in 2024, which did not recur in 2025.

Impairment of long-lived assets. For the year ended December 31, 2025, the Company recorded long-lived asset impairment charges of $47.1 million primarily due to the anticipated exit of certain warehouses. For the year ended December 31, 2024, the Company recorded long-lived asset impairment charges of $33.1 million for the anticipated exit of certain warehouse and transportation related operations.

Net loss (gain) from sale of real estate. The sale of real estate during the year ended December 31, 2025 included a $44.3 million loss related to the exit of certain leased facilities and the sale of real estate. During the year ended December 31, 2024, the Company recorded a $3.5 million gain related to the strategic sale of a facility in the United States.

Other Income and Expense

The following table presents other income and expense for the years ended December 31, 2025 and 2024.

Interest expense. The increase in Interest expense was primarily due to an overall increase in outstanding debt, most notably the issuance of our $500.0 million Public 5.409% Notes during September of 2024 and the issuance of our $400.0 million Public 5.600% Notes during April of 2025, partially offset by a decrease in interest on the U.S. dollar denominated Revolver due to timing of draws outstanding, an increase in capitalized interest, and a decrease in interest on failed sale-leaseback facilities due to the purchase of eleven facilities previously accounted for as failed sale-leasebacks during the year ended December 31, 2024.

Loss on debt extinguishment and termination of derivative instruments. The decrease in Loss on debt extinguishment and termination of derivative instruments was primarily due to the purchase of eleven facilities previously accounted for as failed sale-leasebacks, resulting in a loss on debt extinguishment of $115.1 million., which did not recur during the year ended December 31, 2025.

Loss from investments in partially owned entities. Loss from investments in partially owned entities decreased due to the sale of the Company’s equity interest in the SuperFrio joint venture in April 2025.

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Other, net. The following table presents items included in Other, net for the years ended December 31, 2025 and 2024.

n/r - not relevant

The decrease in Other, net is primarily attributable to the $11.4 million gain related to the removal of hedge designation for the Company’s British pound revolver during the year ended December 31, 2024, the $8.4 million settlement related to a representations and warranty claim related to a prior acquisition recognized during the year ended December 31, 2024, and an increase in losses from other asset disposals offset by a $2.4 million gain from the sale of the SuperFrio joint venture recognized during the year ended December 31, 2025.

Income Tax Benefit

Income tax benefit for the year ended December 31, 2025 was $20.5 million, which represents an increase of $12.1 million, compared to an income tax benefit from continuing operations of $8.4 million for the year ended December 31, 2024. The increase in tax benefit was primarily driven by an Internal restructuring in 2025, which resulted in deductible temporary differences arising from that transaction of $24.2 million, that was partially offset by a decrease in foreign losses of $6.5 million generated from continuing operations during the year ended December 31, 2025. We also recorded $8.1 million in tax expense during the year ended December 31, 2025, for valuation allowances created in certain US states and foreign jurisdictions, compared to $5.5 million in valuation allowances during the year ended December 31, 2024. Other adjustments included a $3.0 million tax expense in 2025, attributable to equity awards and non-deductible items.

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Non-GAAP Financial Measures

We use the following non-GAAP financial measures as supplemental performance measures of our business: NAREIT FFO, Core FFO, Adjusted FFO, NAREIT EBITDAre, Core EBITDA, and net debt to pro-forma Core EBITDA.

We calculate NAREIT funds from operations, or NAREIT FFO, in accordance with the standards established by the Board of Governors of the National Association of Real Estate Investment Trusts, or NAREIT. NAREIT defines FFO as net income or loss determined in accordance with U.S. GAAP, excluding gains or losses from sales of previously depreciated operating real estate and other assets, plus specified non-cash items, such as real estate asset depreciation and amortization, impairment charges on real estate related assets, and our share of reconciling items for partially owned entities. We believe that NAREIT FFO is helpful to investors as a supplemental performance measure because it excludes the effect of real estate related depreciation, amortization and gains or losses from sales of real estate or real estate related assets, all of which are based on historical costs, which implicitly assumes that the value of real estate diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, NAREIT FFO can facilitate comparisons of operating performance between periods and among other equity REITs.

We calculate core funds from operations, or Core FFO, as NAREIT FFO adjusted for the effects of extraordinary items as defined under U.S. GAAP including Net loss (gain) on sale of non-real estate related assets; Acquisition, cyber incident, and other, net; Impairment of indefinite and long-lived assets (excluding certain real estate assets); Loss on debt extinguishment and termination of derivative instruments; Foreign currency exchange loss (gain); Gain on legal settlement related to prior period operations; Project Orion and other software related deferred costs amortization; Our share of reconciling items related to partially owned entities; Loss from discontinued operations, net of tax; Impairment of related party loan receivable; Loss on put option; and Gain from sale of partially owned entity. We believe that Core FFO is helpful to investors as a supplemental performance measure because it excludes the effects of certain items which can create significant earnings volatility, but which do not directly relate to our core business operations. We believe Core FFO can facilitate comparisons of operating performance between periods, while also providing a more meaningful predictor of future earnings potential.

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

We calculate adjusted funds from operations, or Adjusted FFO, as Core FFO adjusted for the effects of Amortization of deferred financing costs and pension withdrawal liability; Amortization of below/above market leases; Straight-line rent adjustment; Deferred income tax benefit; Stock-based compensation expense; Non-real estate depreciation and amortization; Maintenance capital expenditures; and Our share of reconciling items related to partially owned entities. We believe that Adjusted FFO is helpful to investors as a meaningful supplemental comparative performance measure of our ability to make incremental capital investments in our business and to assess our ability to fund distribution requirements from our operating activities.

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NAREIT FFO, Core FFO and Adjusted FFO are used by management, investors and industry analysts as supplemental measures of operating performance of equity REITs. NAREIT FFO, Core FFO and Adjusted FFO should be evaluated along with U.S. GAAP Net loss and Net loss per common share - diluted (the most directly comparable U.S. GAAP measures) in evaluating our operating performance. NAREIT FFO, Core FFO and Adjusted FFO do not represent net income or cash flows from operating activities in accordance with U.S. GAAP and are not indicative of our results of operations or cash flows from operating activities as disclosed in our Consolidated Statements of Operations and Consolidated Statements of Cash Flows included elsewhere in this Annual Report on Form 10-K. NAREIT FFO, Core FFO and Adjusted FFO should be considered as supplements, but not alternatives, to our Net loss or Net cash provided by operating activities as indicators of our operating performance. Moreover, other REITs may not calculate FFO in accordance with the NAREIT definition or may interpret the NAREIT definition differently than we do. Accordingly, our NAREIT FFO may not be comparable to FFO as calculated by other REITs. In addition, there is no industry definition of Core FFO or Adjusted FFO and, as a result, other REITs may also calculate Core FFO or Adjusted FFO, or other similarly-captioned metrics, in a manner different than we do. We reconcile NAREIT FFO, Core FFO and Adjusted FFO to Net loss, which is the most directly comparable financial measure calculated in accordance with U.S. GAAP.

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(1)Net loss used in the calculation of the Adjusted FFO reconciliation represents Net loss before adjustment for Net loss attributable to noncontrolling interests.

(2)Stock-based compensation expense excludes any non-routine stock compensation expense associated with certain employee awards, which are recognized within Acquisition, cyber incident, and other, net.

(3)Maintenance capital expenditures include capital expenditures made to extend the life of, and provide future economic benefit from, our existing temperature-controlled warehouse network and its existing supporting personal property and information technology.

(4)During the year ended December 31, 2023, management excluded certain losses from discontinued operations from Core FFO applicable to common stockholders, and Adjusted FFO applicable to common stockholders and included certain losses from discontinued operations for NAREIT FFO. For purposes of comparability using this same approach, the following adjusted historical results are recast as follows:

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We calculate NAREIT EBITDA for Real Estate, or NAREIT EBITDAre, in accordance with the standards established by the Board of Governors of NAREIT, defined as, Net loss before Depreciation and amortization; Interest expense; Income tax benefit; Net loss (gain) from sale of real estate; and Adjustment to reflect share of EBITDAre of partially owned entities. NAREIT EBITDAre is a measure commonly used in our industry, and we present NAREIT EBITDAre to enhance investor understanding of our operating performance. We believe that NAREIT EBITDAre provides investors and analysts with a measure of operating results unaffected by differences in capital structures, capital investment cycles and useful life of related assets among otherwise comparable companies.

We also calculate our Core EBITDA as NAREIT EBITDAre further adjusted for Acquisition, cyber incident, and other, net; Loss from investments in partially owned entities; Impairment of indefinite and long-lived assets; Foreign currency exchange loss (gain); Stock-based compensation expense; Loss on debt extinguishment and termination of derivative instruments; Net loss on real estate related asset disposals; Net loss (gain) on sale of non-real estate related assets; Gain on legal settlement related to prior period operations; Project Orion and other software related deferred costs amortization; Reduction in EBITDAre from partially owned entities; Gain from sale of partially owned entity; Loss from discontinued operations, net of tax; Impairment of related party loan receivable; and Loss on put option. We believe that the presentation of Core EBITDA provides a measurement of our operations that is meaningful to investors because it excludes the effects of certain items that are otherwise included in NAREIT EBITDAre but which we do not believe are indicative of our core business operations. NAREIT EBITDAre and Core EBITDA are not measurements of financial performance or liquidity under U.S. GAAP, and our NAREIT EBITDAre and Core EBITDA may not be comparable to similarly titled measures of other companies. You should not consider our NAREIT EBITDAre and Core EBITDA as alternatives to Net loss or Net cash provided by operating activities determined in accordance with U.S. GAAP. Our calculations of NAREIT EBITDAre and Core EBITDA have limitations as analytical tools, including:

•these measures do not reflect our historical or future cash requirements for maintenance capital expenditures or growth and expansion capital expenditures;

•these measures do not reflect changes in, or cash requirements for, our working capital needs;

•these measures do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our indebtedness;

•these measures do not reflect our tax expense or the cash requirements to pay our taxes; and

•although depreciation and amortization are non-cash charges, the assets being depreciated will often have to be replaced in the future and these measures do not reflect any cash requirements for such replacements.

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(1)Net loss used in the calculation of the Core EBITDA reconciliation represents Net loss before adjustment for Net loss attributable to noncontrolling interests.

(2)Stock-based compensation expense excludes any non-routine stock compensation expense associated with certain employee awards, which are recognized within Acquisition, cyber incident, and other, net.

(3)During the year ended December 31, 2023, management included certain losses from discontinued operations in NAREIT EBITDAre. For purposes of comparability using this same approach, the following adjusted historical results recast are as follows:

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(1)Excludes unamortized deferred financing costs for the Senior Unsecured Revolving Credit Facility, which are recognized within Other assets.

(2)As of December 31, 2025, pro forma adjustments consist of (1) inclusion of Core EBITDA from the Houston acquisition for the period from January 1, 2025 to Americold’s acquisition date and (2) exclusion of Core EBITDA for the last twelve months for the sites divested during the twelve months ended December 31, 2025.

(3)Net debt to pro-forma Core EBITDA represents (i) our gross debt (defined as total debt plus discount and deferred financing costs) less cash, cash equivalents and restricted cash divided by (ii) pro-forma and/or Core EBITDA. If applicable, we calculate pro-forma Core EBITDA as Core EBITDA further adjusted items described in footnote 2 above. Our management believes that this ratio is useful because it provides investors with information regarding gross debt less cash, cash equivalents and restricted cash, which could be used to repay debt, compared to our performance as measured using Core EBITDA.

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Liquidity and Capital Resources

We currently expect that our principal sources of funding for working capital, facility acquisitions, business combinations, expansions, maintenance and renovation of our properties, development projects, debt service and distributions to our stockholders will include:

•current cash balances;

•cash flows from operations;

•our Senior Unsecured Revolving Credit Facility;

•our Current ATM Equity Program;

•public debt offerings under the Company’s Universal Shelf Registration Statement; and

•other forms of debt financings and equity offerings, including capital raises through joint ventures.

We expect that our funding sources as noted above are adequate and will continue to be adequate to meet our short and long-term liquidity requirements and capital commitments. These liquidity requirements and capital commitments include:

•operating activities and overall working capital;

•capital expenditures;

•capital contributions and investments in joint ventures;

•debt service obligations;

•quarterly stockholder distributions; and

•future development, expansion, and acquisition related activities.

Universal Shelf Registration Statement

On March 17, 2023, the Company and Americold Realty Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”) filed with the SEC an automatic shelf registration statement on Form S-3 (Registration Nos. 333-270664 and 333-270664-01) (as amended from time to time, the “Registration Statement”), registering an indeterminate amount of (i) the Company’s common stock, $0.01 par value per share, (ii) the Company’s preferred stock, $0.01 par value per share, (iii) depositary shares representing entitlement to all rights and preferences of fractions of the Company’s preferred shares of a specified series and represented by depositary receipts, (iv) warrants to purchase the Company’s common stock or preferred stock or depositary shares and (v) debt securities of the Operating Partnership, which may be fully and unconditionally guaranteed by the Company and certain subsidiaries of the Company. The Registration Statement was amended on September 3, 2024 to add certain direct and indirect subsidiaries of the Company as co-registrants to the Registration Statement, since each such co-registrant may be a guarantor of some or all of the debt securities of the Operating Partnership with respect to which offers and sales are registered under the Registration Statement.

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Public Debt Offerings

On September 12, 2024, we completed an underwritten public offering of $500.0 million aggregate principal amount of the Operating Partnership’s 5.409% senior unsecured notes (the “Public 5.409% Notes”) due September 12, 2034. The Public 5.409% Notes bear interest at a rate of 5.409% per year, and interest is payable semi-annually on March 12 and September 12 of each year. The proceeds from the issuance of the Public 5.409% Notes were used to repay a portion of borrowings previously outstanding.

On April 3, 2025, we completed an underwritten public offering of $400.0 million aggregate principal amount of the Operating Partnership’s 5.600% senior unsecured notes (the “Public 5.600% Notes”) due May 15, 2032. The Public 5.600% Notes bear interest at a rate of 5.600% per year, and interest is payable semi-annually on May 15 and November 15 of each year. The proceeds from the issuance of the Public 5.600% Notes were used to repay a portion of borrowings previously outstanding.

The Public 5.600% and 5.409% Notes are fully and unconditionally guaranteed, jointly and severally, by each of the Company, Americold Realty Operations and certain subsidiaries of the Operating Partnership. Summarized financial information of these guarantors associated are included within the Supplemental Guarantor Financial Information section of this Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations of this Annual Report on Form 10-K. Additionally for further information related to these public debt offerings, such as pre-payment terms, and deferred financing fees, refer to Note 9 - Debt to our Consolidated Financial Statements included in this Annual Report on Form 10-K.

2025 Term Loan

On December 19, 2025, the Company entered into the Second Amendment to the Credit Agreement (the “Second Amendment”) which provided for the $250 million USD 2025 Delayed Draw Term Facility (the “2025 Term Loan”) with a maturity date of June 2026. The terms of the Second Amendment include an option for one six-month extension past the original contractual maturity date. The 2025 Term Loan bears interest at a rate of SOFR + 0.95% and interest is payable monthly with the first payment occurring on January 30, 2026. The 2025 Term Loan was fully drawn on December 29, 2025, with $150.0 million of the proceeds used to repay our U.S. dollar revolver and $100.0 million of the proceeds retained in “Cash, cash equivalents, and restricted cash” as of December 31, 2025. The amount retained in “Cash, cash equivalents, and restricted cash” was then used towards the repayment of the Private Series A Notes on January 8, 2026.

Security Interests in Customers’ Products

By operation of law and in accordance with our customer contracts (other than leases), we typically receive warehouseman’s liens on products held in our warehouses to secure customer payments. Such liens permit us to take control of the products and sell them to third parties in order to recover any monies receivable on a delinquent account, but such products may be perishable or otherwise not available to us for re-sale. Historically, in instances where we have warehouseman’s liens and our customer sought bankruptcy protection, we have been successful in receiving “critical vendor” status, which has allowed us to fully collect on our accounts receivable during the pendency of the bankruptcy proceeding.

Our bad debt expense was $5.1 million and $7.6 million primarily recognized within Rent, storage, and warehouse services cost of operations in the Consolidated Statements of Operations for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, we maintained bad debt

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allowances of approximately $16.4 million and $24.4 million, respectively, which we believe to be adequate. The decrease in the allowance is aligned with the decrease in accounts receivable as of December 31, 2025.

Dividends and Distributions

We are required to distribute 90% of our taxable income (excluding capital gains) on an annual basis in order to continue to qualify as a REIT for federal income tax purposes. Accordingly, we intend to make, but are not contractually bound to make, regular quarterly distributions to stockholders from cash flows from our operating activities. While historically we have satisfied this distribution requirement by making cash distributions to our stockholders, we may choose to satisfy this requirement by making distributions of cash or other property. All such distributions are at the discretion of our Board of Directors. We consider market factors and our performance in addition to REIT requirements in determining distribution levels. We have distributed at least 100% of our taxable income annually since inception to minimize corporate-level federal income taxes. Amounts accumulated for distribution to stockholders are invested primarily in interest-bearing accounts, which are consistent with our intention to maintain our status as a REIT.

As a result of this distribution requirement, we cannot rely on retained earnings to fund our ongoing operations to the same extent that other companies which are not REITs can. We may need to continue to raise capital in the debt and equity markets to fund our working capital needs, as well as potential developments in new or existing properties, acquisitions or investments in existing or newly created joint ventures. In addition, we may be required to use borrowings under our revolving credit facility, if necessary, to meet REIT distribution requirements and maintain our REIT status.

On December 16, 2025, the Company’s Board of Directors declared a 5% increase in the dividend, as compared to the prior year, to $0.23 per share for the fourth quarter of 2025, which was paid on January 15, 2026 to common stockholders of record as of December 31, 2025. For the years ended December 31, 2025 and 2024, total cash outflows for dividends and distributions were $261.4 million and $252.1 million, respectively.

For further information regarding dividends and distributions, refer to Note 2 - Summary of Significant Accounting Policies to our Consolidated Financial Statements included in this Annual Report on Form 10-K.

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Outstanding Indebtedness

The following table summarizes our outstanding indebtedness as of December 31, 2025:

(1)The total includes certain borrowings with variable interest rates that have been effectively hedged through interest rate swaps.

(2)The effective interest rate presented includes the amortization of deferred financing costs and is based on the hedged rates for the $375.0 million Senior Unsecured Term Loan A Facility Tranche A-1, the C$250.0 million Senior Unsecured Term Loan A Facility Tranche A-2, and the $270.0 million Senior Unsecured Term Loan A Facility Tranche A-3. All other debt instruments are based on contractual rates. This rate excludes contractual rates associated with the sale leaseback and financing obligation debt like instruments shown in the table above.

The variable rate debt shown above bears interest at interest rates based on various SOFR, CORRA, BBSW, EURIBOR and BKBM rates, depending on the respective agreement governing the debt, including our global revolving credit facilities. As of December 31, 2025, our debt, excluding Sale-leaseback financing obligations and Financing lease obligations, had a weighted average term to maturity of approximately 4.1 years, assuming exercise of extension options.

For further information regarding outstanding indebtedness, refer to Note 9 - Debt, and Note 10 - Derivative Financial Instruments to our Consolidated Financial Statements included in this Annual Report on Form 10-K.

Credit Ratings

Our capital structure and financial practices have earned us investment grade credit ratings from three nationally recognized credit rating agencies as follows:

•BBB with a (Stable Outlook) from Fitch

•BBB with a (Positive Trend) outlook from DBRS Morningstar

•Baa3 with a (Stable Outlook) from Moody’s

These credit ratings are important to our ability to issue debt at favorable rates of interest, among other terms.

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Capital Expenditures

We utilize a strategic approach to capital expenditures to maintain the high quality and operational efficiency of our warehouses and equipment and ensure that our assets meet the “mission-critical” role they serve in the cold chain. The Company assesses its capital expenditure requirements regularly to support its operational infrastructure, drive strategic growth, and enhance long-term shareholder value.

Maintenance Capital Expenditures

Maintenance capital expenditures are capitalized funds used to uphold and extend the useful life of assets, resulting in future economic benefits. These expenditures relate to routine and recurring maintenance that are essential to sustain current operations. This includes the cost to purchase and install, repair, or construct assets when it results in a useful life longer than one year and the cost per asset is over a de minimis threshold. Examples of maintenance capital expenditures include roof repairs, refrigeration equipment refurbishment, racking system repairs, expenditures on material handling equipment and maintenance on existing servers.

External Growth Capital Expenditures

External growth capital expenditures refer to investments to expand our operations and enhance market position through mergers and acquisitions. External growth strategies rely on leveraging external assets and synergies to drive value creation and achieve strategic objectives. The Company completed the Houston acquisition on March 17, 2025 for total cash consideration of $108.4 million. The strategic benefits of the acquisition include the ability to accommodate a significant high-turn retail fixed committed customer.

Expansion, Development, and Integration Capital Expenditures

Expansion, development, and integration capital expenditures refer to investments to enhance our existing operations and increase storage capacity. Examples of capital expenditures associated with expansion and development are warehouse expansions and greenfield developments. Such capital expenditures also include integrating operational systems, rebranding, and upgrading infrastructure to our standards associated with recent mergers and acquisitions.

Organic Growth Capital Expenditures

Organic growth capital expenditures refer to investments with a focus on internal development through existing resources and capabilities. Organic growth strategies focus on utilizing internal resources and synergies to meet strategic goals. Examples of capital expenditures associated with organic growth are pallet position expansion and expansion of drop lots.

Technological Upgrades and Enhancements

Technological upgrades and enhancements refer to investments aimed at improving our technological infrastructure, investments in hardware, software, and systems that automate processes, enhance data analytics, and improve cyber security. In addition, this category includes sustainability initiatives and other asset modernization projects such as installation of LED lighting and solar panels.

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The following table sets forth our total capital expenditures for the years ended December 31, 2025 and 2024.

(1)Certain prior period amounts have been reclassified to conform to the current period presentation.

(2)Expansion and development capital expenditures include spend for sites in the recently completed expansion and development phase that are included in our non-same store pool, external integration capital expenditures associated with recent acquisitions in the non-same store pool, and any other expansion and development sites that are in progress that will be added to our non-same store pool when operations commence.

(3)Capital expenditures in the Consolidated Statements of Cash Flows for the year ended December 31, 2025 include $32.5 million of costs accrued as of December 31, 2024 and paid during the year ended December 31, 2025. Such expenditures exclude $40.8 million of costs accrued during the year ended December 31, 2025 that will be paid in a future period.

We incurred capitalized interest of $25.3 million and $17.6 million for the years ended December 31, 2025 and 2024, respectively, which is included in the capital expenditures noted in the table above.

Historical Cash Flows

The following summary discussion of our cash flows is based on the Consolidated Statements of Cash Flows and is not meant to be an all-inclusive discussion of the changes in our cash flows for the periods presented below.

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Operating Activities

For the year ended December 31, 2025, our net cash provided by operating activities was $359.6 million, a decrease of $52.2 million, or 12.7%, compared to $411.9 million for the year ended December 31, 2024. This decrease was primarily driven by increased expenses associated with non-routine transactions recognized within Acquisition, cyber incident, and other, net and a $5.7 million decrease in total segment contribution on a constant currency basis. These impacts were partially offset by other favorable changes in net working capital (as compared to the impact of changes in working capital in the prior period).

Investing Activities

Net cash used in investing activities was $658.0 million for the year ended December 31, 2025. Additions to property, buildings, and equipment were $576.8 million, reflecting capitalized maintenance expenditures and investments in our various expansion and development projects. Additionally, the Company completed the Houston acquisition for total cash consideration of $108.4 million. Refer to Note 3 - Business Combinations to our Consolidated Financial Statements included in this Annual Report on Form 10-K for further details of this transaction. Other investing activities included cash outflows of $24.6 million associated with a loan to the RSA joint venture. Cash provided by investing activities consisted of $27.5 million of total proceeds from the sale of the equity interest in the SuperFrio joint venture, as well as $25.9 million of total proceeds primarily related to the sale of certain facilities.

Net cash used in investing activities was $313.2 million for the year ended December 31, 2024. Additions to property, buildings, and equipment were $309.5 million, reflecting capitalized maintenance expenditures and investments in our various expansion and development projects. Additionally, we invested $13.0 million in a loan to the RSA joint venture. This was partially offset by proceeds from a sold facility of $9.3 million.

Financing Activities

Net cash provided by financing activities was $383.3 million for the year ended December 31, 2025. Cash provided by financing activities consisted of $400.0 million public debt offering, $250.0 million in Senior Unsecured Term Loans, and $627.5 million in proceeds from our Senior Unsecured Revolving Credit Facility, a portion of which was used to fund the Houston acquisition. Cash used in financing activities consisted of $572.0 million in repayments on our Senior Unsecured Revolving Credit Facility, $261.4 million for quarterly dividend payments, $41.9 million in finance lease repayments, and $15.3 million in termination payments related to the facilities accounted for as failed sale-leaseback.

Net cash used in financing activities was $106.8 million for the year ended December 31, 2024. Cash used in financing activities consisted of $942.2 million in repayments to our Senior Unsecured Revolving Credit Facility, $252.1 million for quarterly dividend payments, $191.0 million related to the purchase of facilities previously accounted for as failed sale-leasebacks, and $45.0 million in aggregate lease repayments. Cash provided by financing activities consisted of $827.2 million in proceeds from our Senior Unsecured Revolving Credit Facility and $500.0 million in proceeds from our Public Senior Unsecured Notes offering, which were used to repay a portion of the borrowings outstanding under the Senior Unsecured Revolving Credit Facility and to fund $6.0 million of issuance costs related to the offering.

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Critical Accounting Estimates

Our discussion and analysis of our historical financial condition and results of operations for the periods described is based on our audited Consolidated Financial Statements and our unaudited interim Consolidated Financial Statements, each of which has been prepared in accordance with U.S. GAAP. The preparation of these historical financial statements, in conformity with U.S. GAAP, requires management to make estimates, assumptions and judgments in certain circumstances that affect the reported amounts of assets, liabilities and contingencies as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We evaluate our assumptions and estimates on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. For discussion of all of our significant accounting policies, see Note 2 - Summary of Significant Accounting Policies to our Consolidated Financial Statements included in this Annual Report on Form 10-K. The following critical accounting discussion pertains to accounting policies management believes are most critical to the portrayal of our historical financial condition and results of operations and that require significant, difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Other companies in similar businesses may use different estimation policies and methodologies, which may impact the comparability of our financial condition, results of operations and cash flows to those of other companies.

Goodwill Impairment Evaluation

The Company evaluates the carrying value of goodwill each year as of October 1 and between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company may use both qualitative and quantitative approaches when testing goodwill for impairment. For selected reporting units where we use the qualitative approach, we perform a qualitative evaluation of events and circumstances impacting the reporting unit to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Based on that qualitative evaluation, if we determine it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, no further evaluation is necessary. Otherwise, we perform a quantitative impairment test. Alternatively, the Company may elect to proceed directly to the quantitative impairment test.

When quantitatively evaluating whether goodwill of a reporting unit is impaired, the Company compares the fair value of its reporting units to its carrying amounts, including goodwill. The assumptions used in the quantitative impairment test are estimates and use Level 3 inputs. The Company estimates the fair value of its reporting units using a methodology, or combination of methodologies, including a discounted cash flow analysis and/or a market-based valuation. The estimates of future cash flows are most impacted by the following inputs and assumptions: revenue growth rates, operating costs and margins, capital expenditures, tax rates, long-term growth rate, and discount rates, which are affected by expectations about future market and economic conditions. The assumptions and inputs are based on risk-adjusted growth rates and discount factors accommodating multiple viewpoints that consider the full range of variability contemplated in the current and potential future economic situations. The market-based multiples approach assesses the financial performance and market values of other market-participant companies. If the estimated fair value of each of the reporting units exceeds the corresponding carrying value, no impairment of goodwill exists. If the reporting unit carrying value exceeds the reporting unit fair value an impairment charge is recorded for the difference between fair value and carrying value, limited to the amount of goodwill in the reporting unit. As of October 1, 2025 and 2024, the reporting units which had a goodwill balance included the following: North America warehouse, North America transportation, and Asia-Pacific warehouse. As a result of the 2025 and 2024 annual evaluations, the Company concluded that the

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estimated fair value of each of the reporting units was in excess of the corresponding carrying amount as of October 1 of both years, and no impairment of goodwill existed.

Goodwill Impairment in Prior Year

As of October 1, 2023, the reporting units which had a goodwill balance included the following: North America warehouse, North America transportation, Europe warehouse, and Asia-Pacific warehouse. As a result of the 2023 annual evaluation, the Company determined its goodwill within the Europe warehouse reporting unit, a component of the warehouse operating segment, was fully impaired. Accordingly, the Company recognized a goodwill impairment loss of $236.5 million within “Impairment of indefinite and long-lived assets” in the Consolidated Statements of Operations during the year ended December 31, 2023. Factors that led to this conclusion included i) the impact of historic and sustained increases in inflation and interest rates on the reporting unit’s weighted average costs of capital which was beyond the Company’s control, ii) inability to achieve local operating results at historical underwritten values, and iii) increased tax rates applicable in the related European jurisdictions. The Company engaged the assistance of a third-party valuation firm to perform the goodwill quantitative impairment test, which included an assessment of the Europe Warehouse reporting unit’s fair value, that was derived using the income approach, relative to the carrying value. The assumptions used in the quantitative impairment test were estimates and used Level 3 inputs. The estimation of the net present value of future cash flows was based upon varying economic assumptions, including assumptions such as revenue growth rates, operating costs and margins, capital expenditures, tax rates, long-term growth rates and discount rates. Of these assumptions, the discount rates were the most subjective and/or complex. These assumptions were based on risk-adjusted discount factors accommodating viewpoints that consider the full range of variability contemplated in the current and potential future economic situations. There was no remaining goodwill related to the Europe warehouse reporting unit following this impairment.

Business Combinations and Asset Acquisitions

We describe our accounting policy for business combinations and asset acquisitions and the related estimates in Note 2 - Summary of Significant Accounting Policies to the Consolidated Financial Statements. Additionally, we have disclosed all business combinations and asset acquisitions completed during 2025 and 2023 (none occurred in 2024) in Note 3 - Business Combinations, Asset Acquisitions and Discontinued Operations to the Consolidated Financial Statements.

New Accounting Pronouncements

See Note 2 - Summary of Significant Accounting Policies to our Consolidated Financial Statements included in this Annual Report on Form 10-K.

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Supplemental Guarantor Financial Information

On September 12, 2024, we completed an underwritten public offering of $500.0 million aggregate principal amount of the Operating Partnership’s Public 5.409% Notes due September 12, 2034. Interest is payable on March 12 and September 12 of each year.

On April 3, 2025, we completed an underwritten public offering of $400.0 million aggregate principal amount of the Operating Partnership’s Public 5.600% Notes due May 15, 2032. Interest is payable on May 15 and November 15 of each year.

On the date of issuance of both the Public 5.409% Notes and the Public 5.600% Notes, each of the Company and Americold Realty Operations, Inc. (together, the “Parent Guarantors”), and each of Nova Cold Logistics, Americold Australian Holdings and Icecap Properties NZ Limited (the “Subsidiary Guarantors” and together with the Parent Guarantors, the “Initial Guarantors”), jointly and severally, fully and unconditionally guaranteed the Operating Partnership’s obligations under the Public 5.409% Notes and the Public 5.600% Notes, including the due and punctual payment of principal of, and premium, if any, and interest on, the Public 5.409% Notes and the Public 5.600% Notes.

The following table contains the summarized financial information of the Initial Guarantors and the Operating Partnership (collectively, the “Obligor Group”) on a combined basis after the elimination of intercompany balances and transactions between entities in the Obligor Group as of December 31, 2025 and 2024 and for the years ended December 31, 2025 and 2024:

(1)In December 2025, the Company recognized nonrecurring real estate impairment and exit-related charges, including asset dispositions, lease obligation write-offs, and exit fees, resulting in a GAAP loss and contributing to period-over-period variance in the guarantor financial results.

Separate Consolidated Financial Statements of the Operating Partnership have not been presented in accordance with Rule 3-10 of Regulation S-X and Rule 12h-5 under the Securities and Exchange Act of 1934.

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