# Lineage, Inc. (LINE)

Informational only - not investment advice.

CIK: 0001868159
SIC: 6798 Real Estate Investment Trusts
SIC breadcrumb: [Finance, Insurance, And Real Estate](/division/H/) > [Holding And Other Investment Offices](/major-group/67/) > [SIC 6798 Real Estate Investment Trusts](/industry/6798/)
Latest 10-K filed: 2026-02-25
SEC page: https://www.sec.gov/edgar/browse/?CIK=1868159
Filing source: https://www.sec.gov/Archives/edgar/data/1868159/000186815926000012/line-20251231.htm

## Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
| --- | ---: | --- | ---: | --- |
| Revenue | 5355000000 | USD | 2025 | 2026-02-25 |
| Net income | -100000000 | USD | 2025 | 2026-02-25 |
| Assets | 19185000000 | USD | 2025 | 2026-02-25 |

## Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-25. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001868159.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

| Metric | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: |
| Revenue |  | 5,342,000,000 | 5,340,000,000 | 5,355,000,000 |
| Net income | -63,000,000 | -77,000,000 | -664,000,000 | -100,000,000 |
| Operating income | 297,000,000 | 398,000,000 | -361,000,000 | 181,000,000 |
| Diluted EPS | -0.51 | -0.73 | -3.70 | -0.43 |
| Operating cash flow | 501,000,000 | 796,000,000 | 703,000,000 | 943,000,000 |
| Capital expenditures | 813,000,000 | 766,000,000 | 691,000,000 | 747,000,000 |
| Dividends paid | 180,000,000 | 46,000,000 | 234,000,000 | 537,000,000 |
| Share buybacks | 0.00 | 12,000,000 | 42,000,000 | 82,000,000 |
| Assets |  | 18,871,000,000 | 18,661,000,000 | 19,185,000,000 |
| Liabilities |  | 12,849,000,000 | 8,967,000,000 | 9,942,000,000 |
| Stockholders' equity |  | 5,051,000,000 | 8,638,000,000 | 8,246,000,000 |
| Cash and cash equivalents |  | 68,000,000 | 173,000,000 |  |
| Free cash flow | -312,000,000 | 30,000,000 | 12,000,000 | 196,000,000 |

### Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

| Metric | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: |
| Net margin |  | -1.44% | -12.43% | -1.87% |
| Operating margin |  | 7.45% | -6.76% | 3.38% |
| Return on equity |  | -1.52% | -7.69% | -1.21% |
| Return on assets |  | -0.41% | -3.56% | -0.52% |
| Liabilities / equity |  | 2.54 | 1.04 | 1.21 |
| Current ratio |  | 0.92 | 0.86 | 0.80 |

## Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-06. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001868159.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

| Quarter | End date | Revenue | Net income | Diluted EPS | Method |
| --- | --- | ---: | ---: | ---: | --- |
| 2024-Q2 | 2024-06-30 |  | -68,000,000 | -0.46 | reported discrete quarter |
| 2024-Q3 | 2024-09-30 |  | -485,000,000 | -2.44 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 |  | -71,000,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2025-Q1 | 2025-03-31 |  | 0.00 | 0.01 | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 1,350,000,000 | -6,000,000 | -0.03 | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 1,377,000,000 | -100,000,000 | -0.44 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 1,336,000,000 | 6,000,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2026-Q1 | 2026-03-31 | 1,297,000,000 | -46,000,000 | -0.18 | reported discrete quarter |

## Macro Cross-References
- [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- [UNRATE](/indicator/UNRATE/): Unemployment Rate
- [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate
- [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private
- [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit
- [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit
- [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food
- [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy
- [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter
- [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index
- [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities
- [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate
- [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm
- [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate
- [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio
- [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed
- [CE16OV](/indicator/CE16OV/): Employment Level
- [ICSA](/indicator/ICSA/): Initial Claims
- [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm
- [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm
- [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product
- [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period
- [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index
- [TCU](/indicator/TCU/): Capacity Utilization: Total Index
- [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units
- [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade
- [PCE](/indicator/PCE/): Personal Consumption Expenditures
- [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income
- [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate
- [M2SL](/indicator/M2SL/): M2
- [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance
- [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States
- [HSN1F](/indicator/HSN1F/): New One Family Houses Sold: United States
- [RHORUSQ156N](/indicator/RHORUSQ156N/): Homeownership Rate in the United States
- [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States
- [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States
- [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized
- [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized
- [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks
- [GDP](/indicator/GDP/): Gross Domestic Product
- [GPDI](/indicator/GPDI/): Gross Private Domestic Investment
- [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment
- [PCEC](/indicator/PCEC/): Personal Consumption Expenditures
- [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services
- [GFDEBTN](/indicator/GFDEBTN/): Federal Debt: Total Public Debt
- [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- [FYFSD](/indicator/FYFSD/): Federal Surplus or Deficit
- [FGRECPT](/indicator/FGRECPT/): Federal Government Current Receipts
- [FGEXPND](/indicator/FGEXPND/): Federal Government: Current Expenditures
- [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing
- [USCONS](/indicator/USCONS/): All Employees, Construction
- [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade
- [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities
- [USGOVT](/indicator/USGOVT/): All Employees, Government
- [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private
- [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods
- [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- [BUSINV](/indicator/BUSINV/): Total Business Inventories
- [EXPGS](/indicator/EXPGS/): Exports of Goods and Services
- [IMPGS](/indicator/IMPGS/): Imports of Goods and Services
- [IR](/indicator/IR/): Import Price Index (End Use): All Commodities
- [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand

## Latest quarter (10-Q)

Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/1868159/000186815926000028/line-20260331.htm

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary.
Confidence: high
Filing date: 2026-05-06
Report date: 2026-03-31

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

The following discussion of our financial condition and results of operations should be read together with the condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q, as well as our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 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 as a result of various factors, including those set forth below and those described under Item 1A. Risk Factors of our 2025 Annual Report on Form 10-K.

Management’s Overview

We are the world’s largest global temperature-controlled warehouse REIT, with a modern and strategically located network of properties. Our business is competitively positioned to deliver a seamless end-to-end, technology-enabled experience for a well-diversified and stable customer base, each with their own unique requirements in the temperature-controlled supply chain. As of March 31, 2026, we operated an interconnected global temperature-controlled warehouse network, comprising approximately 88 million square feet and 3.1 billion cubic feet of capacity across 500 warehouses predominantly located in densely populated critical-distribution markets, with 325 in North America, 89 in Asia-Pacific, and 86 in Europe.

We view, manage, and report on our business through two segments:

•Global warehousing, which utilizes our high-quality industrial real estate properties to provide temperature-controlled warehousing storage and services to our customers; and

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

Components of Our Results of Operations

Global Warehousing Segment. Our primary business is owning and operating temperature-controlled warehouses.

Revenue. Our global warehousing segment revenues are generated from storing frozen and perishable food and other products and providing related warehouse services for our customers. Storage revenues relate to the act of storing products for our customers within our warehouses. Storage revenues can be in the form of storage fees we charge customers for utilization of non-exclusive space or a set amount of reserved space in a warehouse, blast freezing fees we charge customers for utilization of specific ultra-cold spaces within a warehouse designed to rapidly reduce product temperature, and rent we charge customers for the lease of warehouse space pursuant to a lease agreement.

Warehouse services fees relate to handling and other services required to prepare and move customers’ pallets into, out of, and around the facilities. As part of our warehouse services, we offer receipt, handling, case-picking, retrieval of products from storage, building customized pallets and repackaging, order assembly and load consolidation, exporting and importing support services, container handling, cross-docking, quality control, and government-approved storage and inspection, among other services.

We utilize one of four types of contracts with our customers for use of space within our warehouses – warehouse agreements, rate letters, tariff sheets, and lease agreements. We may have one contract with a customer that covers all of the warehouses where we store products for the customer or, more typically, multiple contracts with the same customer, which may be driven by a variety of

35

factors, such as the geographic location of the products stored by the customer, the type of products stored by the customer, or the different business units of a customer.

•Warehouse Agreements. Warehouse agreements are designed to accommodate the individual needs and characteristics of our customers and may include negotiated provisions, such as a fixed term, transactional pricing for warehouse services, pricing increase mechanisms based on inflationary cost increases and customer profile changes, a storage fee based on a minimum storage guarantee of the customer, additional storage fees based on on-demand storage used, a warehouseman’s lien on customer products held in our warehouses as security for payments, and provisions for interest and late payments. The initial term of our warehouse agreements generally ranges from one to five years for typical customer relationships and 10 to 20 years for build-to-suit warehouses. Renewal periods, in each case, generally range from one to five years. Inflationary price increase mechanisms may be fixed or tied to relevant market indices, giving us the ability to recover costs for wage increases, increases in rent, power, real estate, and other costs.

•Rate Letters. Rate letters are agreements that typically establish storage fee rates on products stored in our warehouses and rates for warehouse services pursuant to terms set forth on a standardized warehouse receipt and related rate schedule. Rate letters may have terms similar to our warehouse agreements, including minimum storage guarantees, and are typically for a term of one year or less. Rate letters generally require our customers to pay for storage in seven to 30-day increments.

•Tariff Sheets. Similar to rate letters, tariff sheets are agreements that establish storage fee rates on products stored in our warehouses and on an as-utilized, on-demand basis, pursuant to terms set forth on a standardized warehouse receipt but that do not require the customer to use our warehouse or for us to reserve space for these customers; however, our tariff sheets in certain jurisdictions may provide for a de minimis minimum monthly payment from a customer to maintain its access to a given warehouse. Our tariff sheets are updated annually, and the agreements are short-term in nature.

•Leases. We lease space to certain customers that desire to manage their own temperature-controlled warehousing or carry on processing operations in warehouses adjacent, or in close proximity, to their production facilities. Our customer leased warehouses are typically leased to third parties, such as food producers, distributors and retailers, under triple net lease agreements pursuant to which the customer is responsible for all costs incurred for facility maintenance, insurance, taxes, utilities, and other services necessary or appropriate for the applicable warehouse and the business conducted at the applicable warehouse. We typically charge rent based on the square footage leased in our warehouses. We consider the creditworthiness of a potential tenant to be an important consideration in determining whether to engage in a new lease agreement.

Cost of operations. Our global warehousing segment cost of operations consists primarily of labor, power, and other warehouse costs. Labor comprises the largest component of the cost of operations from our global warehousing segment and consists primarily of employee wages (both direct and indirect) and benefits, excluding stock-based compensation. Changes in our labor expense are driven by, among other things, changes in headcount, changes in compensation levels and associated performance incentives, the use of third-party labor to support our operations, changes in terms of collective bargaining agreements, changes in customer requirements and associated work content, workforce productivity, labor availability, governmental policies and regulations, and variability in costs associated with employer-provided benefits.

Our second-largest cost of operations is power utilized in the operation of our temperature-controlled warehouses. We may, from time to time, hedge our exposure to changes in power prices through fixed rate agreements. In addition, to the extent possible and appropriate, we may seek to mitigate or offset the impact of fluctuations in the price of power on our financial results through rate escalations or power surcharge provisions within our agreements with customers. We also look to implement energy saving alternatives to reduce energy consumption, including the installation of solar panels, state of the art refrigeration control systems, LED lighting, thermal energy storage, motion-sensor technology, variable frequency drives for our fans and compressors, and rapid open/close doors. Additionally, business mix impacts our power expense depending on the temperature zone and type and frequency of freezing required (e.g., blast freezing). Other warehouse costs include utilities other than power, insurance, real estate taxes, repairs and maintenance, rent under real property operating leases where applicable, equipment costs, warehouse consumables (e.g., pallets and shrink-wrap), personal protective equipment, warehouse administration, and other related facility and services costs.

36

Global Integrated Solutions Segment. Our global integrated solutions segment provides our customers with a comprehensive approach to facilitate the movement of products along the supply chain.

Revenues. Our integrated solutions revenues are primarily driven by transportation fees, which may also include fuel and capacity surcharges, to our customers for whom we arrange the transportation of their products. Within transportation, which is the largest component of our global integrated solutions segment, our core focus areas are multi-vendor less-than-full-truckload consolidation, drayage services to and from ports, transportation brokerage, and freight forwarding. We also provide rail transportation services and, in select markets, foodservice distribution and e-commerce fulfillment services.

Cost of operations. Our global integrated solutions cost of operations consists primarily of third-party carrier charges, which are impacted by factors affecting those carriers, including truck and ocean liner capacity and driver and equipment availability in certain markets. Additionally, in certain markets we employ drivers and operate assets to serve our customers. Costs to operate these assets include wages (excluding stock-based compensation), fuel, tolls, insurance, and maintenance.

Other Consolidated Operating Expenses.

Depreciation and amortization expenses. Our depreciation and amortization expenses result primarily from the capital-intensive nature of our business. The principal components of depreciation relate to our warehouses, both owned and leased, including buildings and improvements, refrigeration equipment, racking, leasehold improvements, material handling equipment, furniture and fixtures, our computer hardware, and internal use software. We also incur depreciation related to owned transportation assets. Amortization relates primarily to intangible assets for customer relationships and finance lease right-of-use assets.

General and administrative expenses. Our general and administrative expenses consist primarily of costs associated with the administration of our global warehousing and global integrated solutions segments, including management wages and benefits, administrative, legal, business development, project management, sales, marketing, engineering, safety and compliance, food optimization, human resources, finance, accounting, network optimization, data science, and information technology personnel, transformational information technology expenses, equity incentive plans, communications and data processing, travel, professional fees, credit loss, training,

[Excerpt truncated for page length; source filing is linked above.]

## Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary.
Confidence: high

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

The following discussion of our financial condition and results of operations should be read together with the consolidated financial statements and related notes 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 as a result of various factors, including those set forth below and those described under Item 1A. Risk Factors of this Annual Report.

Management’s Overview

We are the world’s largest global temperature-controlled warehouse REIT, with a modern and strategically located network of properties. Our business is competitively positioned to deliver a seamless end-to-end, technology-enabled experience for a well-diversified and stable customer base, each with their own unique requirements in the temperature-controlled supply chain. As of December 31, 2025, we operated an interconnected global temperature-controlled warehouse network, comprising approximately 88 million square feet and 3.1 billion cubic feet of capacity across 501 warehouses predominantly located in densely populated critical-distribution markets, with 326 in North America, 89 in Asia-Pacific, and 86 in Europe.

We view, manage, and report on our business through two segments:

•Global warehousing, which utilizes our high-quality industrial real estate properties to provide temperature-controlled warehousing storage and services to our customers; and

64

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

Components of Our Results of Operations

Global Warehousing Segment. Our primary business is owning and operating temperature-controlled warehouses.

Revenue. Our global warehousing segment revenues are generated from storing frozen and perishable food and other products and providing related warehouse services for our customers. Storage revenues relate to the act of storing products for our customers within our warehouses. Storage revenues can be in the form of storage fees we charge customers for utilization of non-exclusive space or a set amount of reserved space in a warehouse, blast freezing fees we charge customers for utilization of specific ultra-cold spaces within a warehouse designed to rapidly reduce product temperature, and rent we charge customers for the lease of warehouse space pursuant to a lease agreement.

Warehouse services fees relate to handling and other services required to prepare and move customers’ pallets into, out of, and around the facilities. As part of our warehouse services, we offer receipt, handling, case-picking, retrieval of products from storage, building customized pallets and repackaging, order assembly and load consolidation, exporting and importing support services, container handling, cross-docking, quality control, and government-approved storage and inspection, among other services.

We utilize one of four types of contracts with our customers for use of space within our warehouses – warehouse agreements, rate letters, tariff sheets, and lease agreements. We may have one contract with a customer that covers all of the warehouses where we store products for the customer or, more typically, multiple contracts with the same customer, which may be driven by a variety of factors, such as the geographic location of the products stored by the customer, the type of products stored by the customer, or the different business units of a customer.

•Warehouse Agreements. Warehouse agreements are designed to accommodate the individual needs and characteristics of our customers and may include negotiated provisions, such as a fixed term, transactional pricing for warehouse services, pricing increase mechanisms based on inflationary cost increases and customer profile changes, a storage fee based on a minimum storage guarantee of the customer, additional storage fees based on on-demand storage used, a warehouseman’s lien on customer products held in our warehouses as security for payments, and provisions for interest and late payments. The initial term of our warehouse agreements generally ranges from one to five years for typical customer relationships and 10 to 20 years for build-to-suit warehouses. Renewal periods, in each case, generally range from one to five years. Inflationary price increase mechanisms may be fixed or tied to relevant market indices, giving us the ability to recover costs for wage increases, increases in rent, power, real estate, and other costs.

•Rate Letters. Rate letters are agreements that typically establish storage fee rates on products stored in our warehouses and rates for warehouse services pursuant to terms set forth on a standardized warehouse receipt and related rate schedule. Rate letters may have terms similar to our warehouse agreements, including minimum storage guarantees, and are typically for a term of one year or less. Rate letters generally require our customers to pay for storage in seven to 30-day increments.

•Tariff Sheets. Similar to rate letters, tariff sheets are agreements that establish storage fee rates on products stored in our warehouses and on an as-utilized, on-demand basis, pursuant to terms set forth on a standardized warehouse receipt but that do not require the customer to use our warehouse or for us to reserve space for these customers; however, our tariff sheets in certain jurisdictions may provide for a de minimis minimum monthly payment from a customer to maintain its access to a given warehouse. Our tariff sheets are updated annually, and the agreements are short-term in nature.

•Leases. We lease space to certain customers that desire to manage their own temperature-controlled warehousing or carry on processing operations in warehouses adjacent, or in close proximity, to their production facilities. Our customer leased warehouses are typically leased to third parties, such as food producers, distributors and retailers, under triple net lease agreements pursuant to which the customer is responsible for all costs incurred for facility maintenance, insurance, taxes, utilities, and other services necessary or appropriate for the applicable warehouse and the business conducted at the applicable warehouse. We typically charge rent based on the square footage leased in our warehouses. We consider the creditworthiness of a potential tenant to be an important consideration in determining whether to engage in a new lease agreement.

65

Cost of operations. Our global warehousing segment cost of operations consists primarily of labor, power, and other warehouse costs. Labor comprises the largest component of the cost of operations from our global warehousing segment and consists primarily of employee wages (both direct and indirect) and benefits, excluding stock-based compensation. Changes in our labor expense are driven by, among other things, changes in headcount, changes in compensation levels and associated performance incentives, the use of third-party labor to support our operations, changes in terms of collective bargaining agreements, changes in customer requirements and associated work content, workforce productivity, labor availability, governmental policies and regulations, and variability in costs associated with employer-provided benefits.

Our second-largest cost of operations is power utilized in the operation of our temperature-controlled warehouses. We may, from time to time, hedge our exposure to changes in power prices through fixed rate agreements. In addition, to the extent possible and appropriate, we may seek to mitigate or offset the impact of fluctuations in the price of power on our financial results through rate escalations or power surcharge provisions within our agreements with customers. We also look to implement energy saving alternatives to reduce energy consumption, including the installation of solar panels, state of the art refrigeration control systems, LED lighting, thermal energy storage, motion-sensor technology, variable frequency drives for our fans and compressors, and rapid open/close doors. Additionally, business mix impacts our power expense depending on the temperature zone and type and frequency of freezing required (e.g., blast freezing). Other warehouse costs include utilities other than power, insurance, real estate taxes, repairs and maintenance, rent under real property operating leases where applicable, equipment costs, warehouse consumables (e.g., pallets and shrink-wrap), personal protective equipment, warehouse administration, and other related facility and services costs.

Global Integrated Solutions Segment. Our global integrated solutions segment provides our customers with a comprehensive approach to facilitate the movement of products along the supply chain.

Revenues. Our integrated solutions revenues are primarily driven by transportation fees, which may also include fuel and capacity surcharges, to our customers for whom we arrange the transportation of their products. Within transportation, which is the largest component of our global integrated solutions segment, our core focus areas are multi-vendor less-than-full-truckload consolidation, drayage services to and from ports, transportation brokerage, and freight forwarding. We also provide rail transportation services and, in select markets, foodservice distribution and e-commerce fulfillment services.

Cost of operations. Our global integrated solutions cost of operations consists primarily of third-party carrier charges, which are impacted by factors affecting those carriers, including truck and ocean liner capacity and driver and equipment availability in certain markets. Additionally, in certain markets we employ drivers and operate assets to serve our customers. Costs to operate these assets include wages (excluding stock-based compensation), fuel, tolls, insurance, and maintenance.

Other Consolidated Operating Expenses.

Depreciation and amortization expenses. Our depreciation and amortization expenses result primarily from the capital-intensive nature of our business. The principal components of depreciation relate to our warehouses, both owned and leased, including buildings and improvements, refrigeration equipment, racking, leasehold improvements, material handling equipment, furniture and fixtures, our computer hardware, and internal use software. We also incur depreciation related to owned transportation assets. Amortization relates primarily to intangible assets for customer relationships and finance lease right-of-use assets.

General and administrative expenses. Our general and administrative expenses consist primarily of costs associated with the administration of our global warehousing and global integrated solutions segments, including management wages and benefits, administrative, legal, business development, project management, sales, marketing, engineering, safety and compliance, food optimization, human resources, finance, accounting, network optimization, data science, and information technology personnel, transformational information technology expenses, equity incentive plans, communications and data processing, travel, professional fees, credit loss, training, office equipment, supplies, and, prior to our IPO, management fees paid to Bay Grove in accordance with the terms of the operating services agreement. In connection with our IPO, we terminated the operating services agreement in order to internalize certain operating, strategic development, and financial services that were previously provided by Bay Grove under it, and entered into a transition services agreement with Bay Grove to provide certain of these services for a three-year term while we internalize such functions. Trends in general and administrative expenses are influenced by changes in headcount and compensation levels and achievement of incentive compensation targets.

Acquisition, transaction, and other expenses. Our acquisition, transaction, and other expenses consist of costs with a high level of variability from period-to-period and include professional fees associated with planned and completed business expansion activities, and acquisition integration costs. In addition, it includes expenses associated with our IPO, including costs related to

66

public company readiness efforts and costs incurred as a result of our IPO in the third quarter of 2024. It also includes legal and administrative costs associated with filing of other registration statements, and expenses incurred in connection with the coordinated settlement process that will occur for up to three years post-IPO for all legacy investors in BGLH. These costs are expensed as incurred. Employee-related expenses also include costs associated with acquisitions, such as acquisition-related severance and consulting agreements and certain cash-based incentive awards given to employees of legacy companies in acquisitions.

Goodwill impairment. Our goodwill impairment includes impairment losses recognized when a reporting unit’s carrying value is determined to exceed its fair value. We assess goodwill impairment on an annual basis as of October 1, or on an interim basis when events occur or circumstances change that would more likely than not indicate an impairment exists.

Restructuring, impairment, and (gain) loss on disposals. Our restructuring, impairment, and (gain) loss on disposals include certain contractual and negotiated severance and separation costs from exited former executives, costs related to reductions in headcount to achieve operational efficiencies, and costs associated with exiting non-strategic operations. We record such costs when there is a substantive plan for employee severance or employees are otherwise entitled to benefits (e.g., in case of one-time terminations) and related costs are probable and estimable. It also includes gains (losses) on dispositions of property, plant, and equipment and impairments of long-lived assets, net of related gains on insurance recoveries, excluding impairments of goodwill.

Key Factors Affecting Our Business and Financial Results

Market Conditions

Our business is impacted by general economic and market conditions, as well as by national and international political, environmental, and socio-economic events.

Significant factors impacting our business have included:

•Inflation and Customer Rate Increases. In response to significant inflationary impacts in recent years across wages, energy, and other operational costs, we implemented customer rate increases to offset such impacts to our operating results. Offsetting these inflationary price increases, we are continuing to see pricing pressure in certain markets with excess capacity, but overall pricing has remained stable within a range based upon types of services provided, seasonal harvests, and types of customers (local versus export). We believe that higher food costs have continued to impact end-consumers’ buying decisions for certain commodities, which could negatively impact specific customers; however, overall demand in retail and foodservice has grown recently, according to market data. Inflation overall has progressed toward more normal levels; however, tariff and other trade policies have continued to cause overall uncertainty and aggravated inflation in certain sectors, particularly in North America.

•Occupancy and Throughput. Coming out of the global pandemic, we experienced higher physical occupancy levels through the first half of 2023, particularly in North America, significantly driven by customers increasing production and inventories in response to supply chain backlogs in recent years. Beginning in the second half of 2023, we believe customers began rationalizing inventory levels in response to factors such as continued higher interest rates and inflation. This rationalization has driven changes in customer demand for our warehouse space and services. As our customers continue to adjust to these new demand levels and rationalize inventory, we have seen lower occupancy and throughput volume across our network but a return to more normal seasonal inventory patterns.

Occupancy, throughput, and related ancillary services are also impacted by import and export activity, and we have seen notable impacts due to tariffs and trade policies. As trade agreements were reached, we saw stabilization in our customers’ business, and end-consumer demand became consistent with historic levels. Additionally, in recent years, new supply of temperature-controlled warehousing capacity has come online, which continues to impact occupancy and throughput in certain markets with excess capacity, although new supply coming online is expected to decline from recent levels in 2026. To optimize our global warehousing network and maximize NOI, we review our operations to determine whether it is beneficial to reposition or temporarily idle existing warehouses or consolidate existing operations. If such actions are taken, we strive to relocate customers affected by such activities into other warehouses in our global warehousing network.

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•Labor. Following headwinds in recent years from wage inflation, labor shortages, and team member turnover, our team has focused on strategic initiatives to decrease turnover through our stock-based compensation awards, higher wages, engagement best practices, and training to help retain talent. Retention has improved due to these internal efforts and macroeconomic factors.

•Power Costs. Following increased power costs in prior years, particularly in our European operations, our power costs have stabilized. We have generally been able to pass increased power costs through to our customers, mitigating the impact of such cost increases on our operating results.

Refer to Item 1A. “Risk Factors” for additional information.

Foreign Currency Translation Impact on Our Operations

Our consolidated revenues and expenses are subject to variations caused by the net effect of foreign currency translation on revenues and expenses incurred by our operations outside the United States. Future fluctuations of foreign currency exchange rates and their impact on our consolidated financial statements are inherently uncertain. Our primary currency exposures are to the euro, Canadian dollar, British pound sterling, and Australian dollar. Revenues and expenses are typically denominated in the local currency of the country in which they are derived or incurred, which partially mitigates the net impact of foreign currency fluctuations on our operating results and margins.

How We Assess the Performance of Our Business

Segment Net Operating Income or “Segment NOI”

We evaluate the performance of our business segments based on their net operating income relative to our overall results of operations. We use the term “segment net operating income” or “segment NOI” to mean a segment’s revenues less its cost of operations (excluding any depreciation and amortization, general and administrative expense, stock-based compensation expense and related employer-paid payroll taxes from grants under our equity incentive plans, restructuring and impairment expense, gain and loss on sale of assets, and acquisition, transaction, and other expense). We use segment NOI to evaluate our segments for purposes of making operating decisions and assessing performance in accordance with Accounting Standards Codification (“ASC”) 280, Segment Reporting.

We also analyze the “segment NOI margin” for each of our business segments, which we calculate as segment NOI divided by segment revenues.

Same Warehouse Analysis

We define our “same warehouse” population annually at the beginning of the calendar year. Our same warehouse population includes properties that were owned, leased, or managed for the entirety of two comparable periods and that have reported at least twelve months of consecutive 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 or significant modification, including the expansion of a warehouse footprint or a warehouse rehabilitation subsequent to an event, such as a natural disaster or similar event causing disruption to operations. In addition, our definition of “normalized operations” takes into account changes in the ownership structure (e.g., purchase of a previously leased warehouse would result in a change in the nature of expenditures in the compared periods), which would impact comparability in our global warehousing segment NOI.

Acquired properties will be included in the “same warehouse” population if owned or leased by us as of the first business day of the prior calendar year and still owned by us as of the end of the current reporting period, unless the property is under development. The “same warehouse” pool can also be adjusted during the year to remove properties that were sold, entering development, or in operational transition subsequent to the beginning of the current calendar year. As such, the “same warehouse” population for the period ended December 31, 2025 includes all properties that we owned as of January 1, 2024 which had both been owned and had reached “normalized operations” by January 1, 2024.

We calculate “same warehouse NOI” as revenues for the same warehouse population less its cost of operations (excluding any depreciation and amortization, general and administrative expense, stock-based compensation expense and related employer-paid payroll taxes from grants under our equity incentive plans, restructuring and impairment expense, gain and loss on sale of assets, and acquisition, transaction, and other expense). We evaluate the performance of the warehouses we own, lease, or manage using a “same warehouse” analysis, and we believe that same warehouse NOI is helpful to investors as a supplemental performance

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

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

Total warehouses (1)

482

Same warehouse

413

Non-same warehouse

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(1) Excludes 19 warehouses in our global integrated solutions segment as of December 31, 2025. We categorize warehouses as part of our global integrated solutions segment if the primary business conducted in those warehouses is within our global integrated solutions segment.

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

Economic Occupancy of Our Warehouses

We define average economic occupancy as the aggregate number of physical pallets on hand and any additional pallet positions otherwise contractually committed and paid for by customers for a given period divided by the approximate number of average physical pallet positions in our warehouse for the applicable period. We estimate the number of contractually committed pallet positions by taking into account the actual pallet commitment specified in each customer’s warehouse agreement and subtracting the physical pallets on hand for that customer. We regard economic occupancy as an important driver of our financial results.

Physical Occupancy of Our Warehouses

We define average physical occupancy as the average number of physical pallets on hand divided by the estimated number of average 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. The number of our pallet positions is reviewed and updated quarterly, taking into account changes in racking configurations and other warehouse attributes. We regard physical occupancy as an important driver of our financial results.

Throughput at Our Warehouses

The level and nature of throughput at our warehouses is an important factor impacting our warehouse services revenues. Throughput refers to the volume of inbound pallets that enter our warehouses plus the volume of outbound pallets that exit our warehouses, divided by two. Higher levels of throughput drive warehouse services revenues in our global warehousing segment, as customers are typically billed transactionally for these services. The nature of throughput may be driven by the expected inventory turns of the underlying product or commodity. Throughput pallets can be influenced by both customers’ production as well as shifts in demand preferences. Customers’ production levels, which respond to market conditions, labor availability, supply chain dynamics, and consumer preferences, may impact inbound pallets. Similarly, a change in inventory turnover due to shift in consumer demand may impact outbound pallets.

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Results of Operations

The following discussion represents our analysis of results of operations for the year ended December 31, 2025 as compared to the year ended December 31, 2024. For a detailed discussion of our results of operations for the year ended December 31, 2024 as compared to the year ended December 31, 2023, refer to the section Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2024 Annual Report on Form 10-K.

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

Global Warehousing Segment

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

Year Ended December 31,

2025

2024

Change

(in millions except revenue per pallet)

Warehouse storage

$

2,060 

$

2,042 

0.9 

%

Warehouse services

1,890 

1,845 

2.4 

%

Total global warehousing segment revenues

3,950 

3,887 

1.6 

%

Labor(1)

1,498 

1,417 

5.7 

%

Power

218 

208 

4.8 

%

Other warehouse costs(2)

750 

728 

3.0 

%

Total global warehousing segment cost of operations

2,466 

2,353 

4.8 

%

Global warehousing segment NOI

$

1,484 

$

1,534 

(3.3)

%

Total global warehousing segment margin

37.6 

%

39.5 

%

(190)

 bps

Number of warehouse sites

482 

469 

Warehouse storage(3)

Average economic occupancy

Average occupied economic pallets (in thousands)

8,194 

8,175 

0.2 

%

Economic occupancy percentage

81.0 

%

83.1 

%

(210)

 bps

Storage revenue per economic occupied pallet

$

251.15 

$

249.82 

0.5 

%

Average physical occupancy

Average physical occupied pallets (in thousands)

7,597 

7,569 

0.4 

%

Average physical pallet positions (in thousands)

10,119 

9,836 

2.9 

%

Physical occupancy percentage

75.1 

%

77.0 

%

(190)

 bps

Storage revenue per physical occupied pallet

$

270.95 

$

269.82 

0.4 

%

Warehouse services(3)

Throughput pallets (in thousands)

54,284 

52,573 

3.3 

%

Warehouse services revenue per throughput pallet

$

31.92 

$

32.17 

(0.8)

%

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

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

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

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Global warehousing segment revenues were $3,950 million for the year ended December 31, 2025, an increase of $63 million, or 1.6%, compared to $3,887 million for the year ended December 31, 2024. The net increase was primarily driven by a $148 million net increase in our non-same warehouse pool, partially offset by an $85 million decrease in our same warehouse pool, further discussed below. The foreign currency translation of revenues earned by our foreign operations had a $15 million favorable impact compared to the year ended December 31, 2024.

Global warehousing segment cost of operations was $2,466 million for the year ended December 31, 2025, an increase of $113 million, or 4.8%, compared to $2,353 million for the year ended December 31, 2024. A $114 million net increase in our non-same warehouse pool, was partially offset by a $1 million decrease in our same warehouse pool, further discussed below. The foreign currency translation of cost of operations from our foreign operations had a $10 million unfavorable impact compared to the year ended December 31, 2024.

Global warehousing segment NOI was $1,484 million for the year ended December 31, 2025, a decrease of $50 million, or 3.3%, compared to $1,534 million for the year ended December 31, 2024. The net decrease included a decrease of $84 million in our same warehouse pool, partially offset by a net increase of $34 million in our non-same warehouse pool. The foreign currency translation from our foreign operations had a $5 million net favorable impact compared to the year ended December 31, 2024.

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Same Warehouse Results

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

Year Ended December 31,

2025

2024

Change

(in millions except revenue per pallet)

Warehouse storage

$

1,860 

$

1,899 

(2.1)

%

Warehouse services

1,679 

1,725 

(2.7)

%

Total same warehouse revenues

3,539 

3,624 

(2.3)

%

Labor

1,329 

1,328 

0.1 

%

Power

192 

191 

0.5 

%

Other warehouse costs

654 

657 

(0.5)

%

Total same warehouse cost of operations

2,175 

2,176 

— 

%

Same warehouse NOI

$

1,364 

$

1,448 

(5.8)

%

Total same warehouse margin

38.5 

%

40.0 

%

(150)

 bps

Number of same warehouse sites(1)

413 

413 

Warehouse storage(2)

Economic occupancy

Average occupied economic pallets (in thousands)

7,429 

7,589 

(2.1)

%

Economic occupancy percentage

82.7 

%

84.0 

%

(130)

 bps

Storage revenue per economic occupied pallet

$

250.25 

$

250.32 

— 

%

Physical occupancy

Average physical occupied pallets (in thousands)

6,873 

7,019 

(2.1)

%

Average physical pallet positions (in thousands)

8,980 

9,037 

(0.6)

%

Physical occupancy percentage

76.5 

%

77.7 

%

(120)

 bps

Storage revenue per physical occupied pallet

$

270.52 

$

270.68 

(0.1)

%

Warehouse services(1)

Throughput pallets (in thousands)

47,875 

49,016 

(2.3)

%

Warehouse services revenue per throughput pallet

$

31.79 

$

32.07 

(0.9)

%

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

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

Same warehouse storage revenues decreased $39 million, or 2.1%, compared to the year ended December 31, 2024, primarily driven by lower average occupancy. Economic occupancy decreased by 130 basis points, as our customers rationalized inventory and production levels during continued economic pressures. Same warehouse storage revenues per economic occupied pallet was flat compared to the prior year.

Same warehouse services revenues decreased $46 million, or 2.7%, compared to the year ended December 31, 2024, primarily driven by lower throughput volumes, lower rates, and other changes in our business profile in response to changing customer needs. Same warehouse services revenue per throughput pallet decreased 0.9% compared to the prior year. Throughput pallets at our same warehouses decreased 2.3% compared to the year ended December 31, 2024, primarily driven by customer rationalization of inventory and production levels as discussed above.

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

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Non-Same Warehouse Results

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

Year Ended December 31,

2025

2024

Change

(in millions except revenue per pallet)

Warehouse storage

$

200 

$

143 

39.9 

%

Warehouse services

211 

120 

75.8 

%

Total non-same warehouse revenues

411 

263 

56.3 

%

Labor

169 

89 

89.9 

%

Power

26 

17 

52.9 

%

Other warehouse costs

96 

71 

35.2 

%

Total non-same warehouse cost of operations

291 

177 

64.4 

%

Non-same warehouse NOI

$

120 

$

86 

39.5 

%

Total non-same warehouse margin

29.2 

%

32.7 

%

(350)

 bps

Number of non-same warehouse sites(1)

69 

56 

Warehouse storage(2)

Economic occupancy

Average occupied economic pallets (in thousands)

765 

586 

30.5 

%

Economic occupancy percentage

67.2 

%

73.3 

%

(610)

 bps

Storage revenue per economic occupied pallet

$

259.80 

$

244.07 

6.4 

%

Physical occupancy

Average physical occupied pallets (in thousands)

724 

550 

31.6 

%

Average physical pallet positions (in thousands)

1,139 

799 

42.6 

%

Physical occupancy percentage

63.6 

%

68.8 

%

(520)

 bps

Storage revenue per physical occupied pallet

$

275.44 

$

260.15 

5.9 

%

Warehouse services(2)

Throughput pallets (in thousands)

6,409 

3,557 

80.2 

%

Warehouse services revenue per throughput pallet

$

32.83 

$

33.62 

(2.3)

%

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

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

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

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

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Global Integrated Solutions Segment

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

Year Ended December 31,

2025

2024

Change

(in millions)

Global Integrated Solutions segment revenues

$

1,405 

$

1,453 

(3.3)

%

Global Integrated Solutions segment cost of operations(1)

1,154 

1,222 

(5.6)

%

Global Integrated Solutions segment NOI

$

251 

$

231 

8.7 

%

Global Integrated Solutions margin

17.9 

%

15.9 

%

200 

 bps

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

Global integrated solutions segment revenues were $1,405 million for the year ended December 31, 2025, a decrease of $48 million, or 3.3%, compared to $1,453 million for the year ended December 31, 2024. The decrease was primarily due to the divestiture of the Spain Transportation business which occurred in August 2025 and lower transportation volumes, partially offset by higher foodservice and direct-to-consumer volumes. In addition, the foreign currency translation of revenues earned by our foreign operations had a $12 million favorable impact compared to the year ended December 31, 2024.

Global integrated solutions segment cost of operations was $1,154 million for the year ended December 31, 2025, a decrease of $68 million, or 5.6%, compared to $1,222 million for the year ended December 31, 2024. The decrease was primarily due to the above-mentioned sale of the Spain Transportation business, lower transportation volumes, and cost control measures. The foreign currency translation of cost of operations from our foreign operations had an $11 million unfavorable impact compared to the year ended December 31, 2024.

Global integrated solutions segment NOI was $251 million for the year ended December 31, 2025, an increase of $20 million, or 8.7%, compared to $231 million for the year ended December 31, 2024. Foreign currency translation had a net favorable impact of $1 million compared to year ended December 31, 2024.

Other Consolidated Operating Expenses

Year Ended December 31,

2025

2024

Change

(in millions)

Other consolidated operating expense:

Depreciation and amortization expense

$

895 

$

876 

2.2 

%

General and administrative expense

$

574 

$

539 

6.5 

%

Acquisition, transaction, and other expense

$

67 

$

651 

(89.7)

%

Goodwill impairment

$

48 

$

— 

n.m.

Restructuring, impairment, and (gain) loss on disposals

$

(44)

$

57 

n.m.

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

General and administrative expense. General and administrative expenses were $574 million for the year ended December 31, 2025, an increase of $35 million, or 6.5%, compared to $539 million for the year ended December 31, 2024. The increase was primarily due to $28 million of additional stock-based compensation expense driven by the restructuring of our equity compensation plans in conjunction with becoming a public company. During the third and fourth quarters of 2025, the Company reversed $22 million of previously recognized stock-based compensation expense due to decreased likelihood of achieving certain performance conditions of performance-based LTIP and RSU awards granted in 2024 (see Note 18, Stock-based compensation to

74

the consolidated financial statements included in this Annual Report for details). For the year ended December 31, 2025 and 2024, general and administrative expenses were 10.7% and 10.1% of total revenues, respectively, with the increase primarily driven by the stock-based compensation expense mentioned above.

Acquisition, transaction, and other expense. Acquisition, transaction, and other expenses were $67 million for the year ended December 31, 2025, a decrease of $584 million compared to $651 million for the year ended December 31, 2024. The decrease was primarily due to costs associated with our IPO, including internalization costs and stock-based compensation expense related to one-time awards associated with the IPO. During both years ended December 31, 2025 and 2024, the Company also recorded fair value adjustments of $31 million related to Put Options issued in connection with the IPO. All of the Put Options were exercised and settled as of December 31, 2025. For further detail on costs associated with our IPO and stock-based compensation, see Note 2, Capital structure and noncontrolling interests and Note 18, Stock-based compensation to the consolidated financial statements included in this Annual Report.

Goodwill impairment. Due to the sale of Spain Transportation (see Note 4, Business combinations, asset acquisitions, and divestitures) during the third quarter of 2025, and separately, in connection with the annual goodwill impairment test performed as of October 1, 2025, after considering an increase in the risk free interest rate and overall market decline, the Company performed quantitative impairment assessments. The Company determined that the impacted reporting units more likely than not had fair values below their carrying values. As a result, the Company recorded goodwill impairments of $28 million in the third quarter of 2025 and $20 million in the fourth quarter of 2025. No impairment was identified or recognized for the year ended December 31, 2024. For further detail, see Note 6, Goodwill and other intangible assets, net to the consolidated financial statements included in this Annual Report.

Restructuring, impairment, and (gain) loss on disposals. Restructuring, impairment, and (gain) loss on disposals were net gain of $44 million for the year ended December 31, 2025, as compared to net loss of $57 million for the year ended December 31, 2024. The change primarily related to impairments of intangible assets and gains or losses on the sale of assets. In addition, both years included net gains associated with a fire that occurred in April 2024 at the Company’s warehouse in Kennewick, Washington, further discussed below.

During the fourth quarter of 2024, the Company recorded an impairment loss of $63 million on customer relationships assets. Immaterial impairment losses were recorded on other intangible assets during the year ended December 31, 2025. For further detail on our intangible assets, see Note 6, Goodwill and other intangible assets, net in our consolidated financial statements included in this Annual Report.

The year ended December 31, 2025 included a net gain of $23 million related to the sale of real estate assets, primarily related to the December 2025 sale of a building and certain related assets in the U.S., on which the Company recognized a gain of $27 million. The year ended December 31, 2024 included a net loss of $10 million on the sale of real estate assets.

In addition, the year ended December 31, 2025 included a net gain of $53 million related to the Kennewick, Washington fire, primarily from $54 million of insurance reimbursement. The year ended December 31, 2024 included a net gain of $51 million related to the fire, consisting of an insurance reimbursement of $105 million, partially offset by $25 million loss of carrying value of the impaired assets and $29 million of clean-up costs (see Note 20, Commitments and contingencies in our consolidated financial statements included in this Annual Report for details).

Other Income (Expense)

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

Year Ended December 31,

Change

2025

2024

%

(in millions)

Other income (expense):

Interest expense, net

$

(268)

$

(430)

(37.7)

 %

Gain (loss) on extinguishment of debt

$

(3)

$

(17)

(82.4)

 %

Gain (loss) on foreign currency transactions, net

$

28 

$

(25)

n.m.

Equity income (loss), net of tax

$

(3)

$

(6)

(50.0)

 %

Other nonoperating income (expense), net

$

(50)

$

(1)

n.m.

75

Interest (expense), net. We reported net interest expense of $268 million for the year ended December 31, 2025, a decrease of $162 million, or 37.7%, compared to $430 million for the year ended December 31, 2024. The average effective interest rate of our outstanding debt was 4.3% for the year ended December 31, 2025, a decrease from 6.1% for the year ended December 31, 2024, due to lower average borrowings after substantial debt repayments with IPO proceeds during the year ended December 31, 2024. As a result of this repayment, the notional value of our hedging instruments represents a larger proportion of our overall borrowings. When taking into account income (expense) generated from hedging instruments, the average effective interest rate of our outstanding debt was 3.0% for the year ended December 31, 2025, a decrease from 4.8% for the year ended December 31, 2024. For additional information regarding our net interest expense, see Note 12, Interest expense in our consolidated financial statements included in this Annual Report.

Gain (loss) on extinguishment of debt. We recognized a loss on debt extinguishment of $3 million during the year ended December 31, 2025, as a result of repaying debt relating to the Spain Transportation business. We recognized a loss on debt extinguishment of $17 million for the year ended December 31, 2024, as the result of various debt refinancing agreements. For additional information regarding our debt, see Note 10, Debt in our consolidated financial statements included in this Annual Report.

Gain (loss) on foreign currency transactions, net. We reported a net foreign currency exchange gain of $28 million for the year ended December 31, 2025 compared to a net loss of $25 million for the year ended December 31, 2024. The increase in foreign currency exchange gain was due to changes in foreign currency exchange rates against the U.S. dollar, with the largest impacts driven by the euro.

Equity income (loss), net of tax. We reported $3 million of net loss from equity method investments for the year ended December 31, 2025, compared to a net loss of $6 million for the year ended December 31, 2024. The net loss in both periods was primarily related to our investment in Emergent Cold LatAm Holdings, LLC.

Other nonoperating income (expense), net. We reported $50 million of other nonoperating expense for the year ended December 31, 2025, compared to net expense of $1 million for the year ended December 31, 2024. During the year ended December 31, 2025, we recognized a loss of $55 million on the sale of Lineage Spain Transportation, a European subsidiary. For additional information regarding the divestiture, see Note 4, Business combinations, asset acquisitions, and divestitures in our the consolidated financial statements included in this Annual Report.

Income Tax Expense (Benefit)

Income tax benefit for the year ended December 31, 2025 was $2 million, a decrease of $87 million from an income tax benefit of $89 million for the year ended December 31, 2024. The tax benefit in 2025 was principally created by the tax-effect of pre-tax earnings in various jurisdictions, nondeductible expenses including stock-based compensation and interest expense, and financial statement losses for which no tax benefit was recognized. The tax benefit in 2024 was principally created by the tax-effect of pre-tax earnings in various jurisdictions and changes to valuation allowance on deferred tax assets, reduced by tax adjustments related to REIT activity. Our income taxes are discussed in more detail in Note 9, Income taxes to the consolidated financial statements included in this Annual Report.

Non-GAAP Financial Measures

We use the following non-GAAP financial measures as supplemental performance measures of our business: segment NOI, FFO, Core FFO, Adjusted FFO, EBITDA, EBITDAre, and Adjusted EBITDA. We also use same warehouse and non-same warehouse metrics described above.

We calculate total segment NOI (or “NOI”) as our total revenues less our cost of operations (excluding any depreciation and amortization, general and administrative expense, stock-based compensation expense and related employer-paid payroll taxes from grants under our equity incentive plans, restructuring and impairment expense, gain and loss on sale of assets, and acquisition, transaction, and other expense). We use segment NOI to evaluate our segments for purposes of making operating decisions and assessing performance in accordance with ASC 280, Segment Reporting. We believe segment NOI is helpful to investors as a supplemental performance measure to net income because it assists both investors and management in understanding the core operations of our business. There is no industry definition of segment NOI and, as a result, other REITs may calculate segment NOI or other similarly-captioned metrics in a manner different than we do.

76

The table below reconciles total segment NOI to net income (loss), which is the most directly comparable financial measure calculated in accordance with GAAP, in each case for the years ended December 31, 2025, 2024 and 2023.

Year Ended December 31,

(in millions)

2025

2024

2023

Net income (loss)

$

(113)

$

(751)

$

(96)

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

14 

3 

— 

General and administrative expense

574 

539 

502 

Depreciation expense

675 

659 

552 

Amortization expense

220 

217 

208 

Acquisition, transaction, and other expense

67 

651 

60 

Goodwill impairment

48 

— 

— 

Restructuring, impairment, and (gain) loss on disposals

(44)

57 

32 

Equity (income) loss, net of tax

3 

6 

3 

(Gain) loss on foreign currency transactions, net

(28)

25 

(4)

Interest expense, net

268 

430 

490 

(Gain) loss on extinguishment of debt

3 

17 

— 

Other nonoperating (income) expense, net

50 

1 

19 

Income tax expense (benefit)

(2)

(89)

(14)

Total segment NOI

$

1,735 

$

1,765 

$

1,752 

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

We also calculate EBITDA for Real Estate, or “EBITDAre”, in accordance with the standards established by the Board of Governors of the National Association of Real Estate Investment Trusts, or “NAREIT”, as EBITDA further adjusted for net loss or gain on sale of real estate assets, net of withholding taxes, impairment of real estate assets, and adjustments to reflect our share of EBITDAre for partially owned entities. EBITDAre is a measure commonly used in our industry, and we present EBITDAre to enhance investor understanding of our operating performance. We believe that EBITDAre provides investors and analysts with a measure of operating results unaffected by differences in capital structures, capital investment cycles, and useful life of related assets among otherwise comparable companies.

In addition, we calculate our Adjusted EBITDA as EBITDAre further adjusted for the effects of gain or loss on the sale of non-real estate assets, gain or loss on the destruction of property (net of insurance proceeds), other nonoperating income or expense, acquisition, restructuring, and other expense, foreign currency exchange gain or loss, stock-based compensation expense and related employer-paid payroll taxes from grants under our equity incentive plans, loss or gain on debt extinguishment and modification, impairments of goodwill and other non-real estate assets including intangible assets, technology transformation, and reduction in EBITDAre from partially owned entities. We believe that the presentation of Adjusted EBITDA provides a measurement of our operations that is meaningful to investors because it excludes the effects of certain items that are otherwise included in EBITDAre, which we do not believe are indicative of our core business operations. EBITDAre and Adjusted EBITDA are not measurements of financial performance under GAAP, and our EBITDAre and Adjusted EBITDA may not be comparable to similarly titled measures of other companies. You should not consider our EBITDAre and Adjusted EBITDA as alternatives to net income or cash flows from operating activities determined in accordance with GAAP. Our calculations of EBITDAre and Adjusted EBITDA have limitations as analytical tools, including the following:

•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;

77

•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 and amortized will often have to be replaced in the future, and these measures do not reflect any cash requirements for such replacements.

We use EBITDA, EBITDAre, and Adjusted EBITDA as measures of our operating performance and not as measures of liquidity.

The table below reconciles EBITDA, EBITDAre, and Adjusted EBITDA to net income (loss), which is the most directly comparable financial measure calculated in accordance with GAAP, in each case for the years ended December 31, 2025, 2024 and 2023.

Year Ended December 31,

(in millions)

2025

2024

2023

Net income (loss)

$

(113)

$

(751)

$

(96)

Adjustments:

Depreciation and amortization expense

895 

876 

760 

Interest expense, net

268 

430 

490 

Income tax expense (benefit)

(2)

(89)

(14)

EBITDA

$

1,048 

$

466 

$

1,140 

Adjustments:

Net loss (gain) on sale of real estate assets

(23)

10 

8 

Impairment of real estate assets

2 

11 

2 

Allocation of EBITDAre of noncontrolling interests

— 

(1)

(3)

EBITDAre

$

1,027 

$

486 

$

1,147 

Adjustments:

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

1 

(1)

2 

Other nonoperating (income) expense, net

50 

1 

19 

Acquisition, restructuring, and other

87 

542 

73 

Technology transformation

23 

22 

— 

(Gain) loss on property destruction

(53)

(51)

— 

(Gain) loss on foreign currency transactions, net

(28)

25 

(4)

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

127 

215 

26 

(Gain) loss on extinguishment of debt

3 

17 

— 

Goodwill impairment

48 

— 

— 

Impairment of other intangible assets

1 

63 

7 

Impairment of other non-real estate assets

2 

— 

— 

Allocation related to unconsolidated JVs

11 

11 

8 

Allocation adjustments of noncontrolling interests

(1)

(1)

— 

Adjusted EBITDA

$

1,298 

$

1,329 

$

1,278 

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We calculate funds from operations, or FFO, in accordance with the standards established by the Board of Governors of the NAREIT. NAREIT defines FFO as net income or loss determined in accordance with GAAP, excluding extraordinary items as defined under GAAP and gains or losses from sales of previously depreciated operating real estate assets, plus specified non-cash items, such as real estate asset depreciation and amortization, in-place lease intangible amortization, real estate asset impairment, and our share of reconciling items for partially owned entities. We believe that FFO is helpful to investors as a supplemental performance measure because it excludes the effect of depreciation, amortization, and gains or losses from sales of real estate, 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, FFO can facilitate comparisons of operating performance between periods and among other equity REITs.

We calculate core funds from operations, or Core FFO, as FFO adjusted for the effects of gain or loss on the sale of non-real estate assets, gain or loss on the destruction of property (net of insurance proceeds), finance lease ROU asset amortization real estate, impairments of goodwill and other non-real estate assets including intangible assets, acquisition, restructuring and other, other nonoperating income or expense, loss on debt extinguishment and modifications and the effects of gain or loss on foreign currency exchange. We also adjust for the impact attributable to non-real estate impairments on unconsolidated joint ventures and natural disaster. 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 FFO and Core FFO add back real estate depreciation and amortization and do not capture the level of recurring maintenance capital expenditures necessary to maintain the operating performance of our properties, both of which have material economic impacts on our results from operations, we believe the utility of FFO and Core FFO as a measure of our performance may be limited.

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

FFO, Core FFO, and Adjusted FFO are used by management, investors, and industry analysts as supplemental measures of operating performance of equity REITs. FFO, Core FFO and Adjusted FFO should be evaluated along with GAAP net income and net income per diluted share (the most directly comparable GAAP measures) in evaluating our operating performance. FFO, Core FFO, and Adjusted FFO do not represent net income or cash flows from operating activities in accordance with GAAP and are not indicative of our results of operations or cash flows from operating activities as disclosed in our consolidated financial statements included elsewhere in this Annual Report. FFO, Core FFO, and Adjusted FFO should be considered as supplements, but not alternatives, to our net income or cash flows from 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 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.

79

The table below reconciles FFO, Core FFO, and Adjusted FFO to net income (loss), which is the most directly comparable financial measure calculated in accordance with GAAP, in each case for the years ended December 31, 2025, 2024 and 2023.

Year Ended December 31,

(in millions)

2025

2024

2023

Net income (loss)

$

(113)

$

(751)

$

(96)

Adjustments:

Real estate depreciation

371 

356 

325 

In-place lease intangible amortization

5 

8 

7 

Net loss (gain) on sale of real estate assets

(23)

10 

8 

Impairment of real estate assets

2 

11 

2 

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

2 

2 

3 

Allocation of noncontrolling interests

1 

— 

— 

FFO

$

245 

$

(364)

$

249 

Adjustments:

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

1 

(1)

2 

Finance lease ROU asset amortization - real estate

71 

72 

70 

Goodwill impairment

48

— 

— 

Impairment of other intangible assets

1 

63 

7 

Impairment of other non-real estate assets

2

— 

— 

Other nonoperating (income) expense, net

50 

1 

19 

Acquisition, restructuring, and other

102 

547 

73 

Technology transformation

23 

22 

— 

(Gain) loss on property destruction

(53)

(51)

— 

(Gain) loss on foreign currency transactions, net

(28)

25 

(4)

(Gain) loss on extinguishment of debt    

3 

17 

— 

Core FFO

$

465 

$

331 

$

416 

Adjustments:

Non-real estate depreciation and amortization

414 

411 

334 

Finance lease ROU asset amortization - non-real estate

34 

29 

23 

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

12 

19 

21 

Deferred income taxes expense (benefit)

(16)

(105)

(58)

Straight line net operating rent

1 

(3)

6 

Amortization of above / below market leases

(1)

(1)

— 

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

127 

215 

26 

Recurring maintenance capital expenditures

(173)

(195)

(208)

Allocation related to unconsolidated JVs

3 

5 

3 

Allocation of noncontrolling interests

(1)

(1)

(1)

Adjusted FFO

$

865 

$

705 

$

562 

80

Liquidity and Capital Resources

As of December 31, 2025, we had $65 million of cash and cash equivalents and $1.9 billion available under our Revolving Credit Facility (net of outstanding standby letters of credit in the amount of $61 million, which reduce availability). We currently expect that our principal sources of funding will include:

•current cash balances;

•cash flows from operations;

•proceeds from the disposition of properties or other investments;

•our credit facilities; and

•other forms of debt financings and equity offerings.

Our liquidity requirements and capital commitments primarily consist of:

•operating activities and overall working capital;

•capital expenditures;

•development and acquisition activities;

•debt service obligations; and

•stockholder distributions.

As of December 31, 2025, we expect that our funding sources as noted above will be adequate to meet our short-term liquidity requirements and capital commitments for the next twelve months. For more information regarding our debt facilities, refer to Note 10, Debt in the consolidated financial statements included in this Annual Report. We expect to utilize the same sources of capital we will rely on to meet our short-term liquidity requirements to also meet our long-term liquidity requirements, which include funding our operating activities, our debt service obligations and stockholder distributions, and our future development and acquisition activities.

Dividends and Distributions

We are required to distribute at least 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. 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. Amounts accumulated for distribution to stockholders are primarily invested in interest-bearing accounts, which are consistent with our intention to maintain REIT status.

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 or acquisitions. 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.

Since the IPO, the board of directors of the Company has declared a regular quarterly cash dividend, which was prorated for the inaugural period of the third quarter of 2024 at $0.38 per share of common stock. The dividend declared every quarter since then has been $0.5275 per share of common stock. Each dividend is payable to shareholders of record as of the last day of the respective quarter and is paid in the subsequent month.

81

Outstanding Indebtedness

The following table summarizes our outstanding indebtedness as of December 31, 2025 (in millions):

As of December 31,

2025

Fixed rate

$

3,494 

Variable rate—unhedged

1,021 

Variable rate—hedged

1,625 

Total debt

$

6,140 

Percent of total debt:

Fixed rate

56.9 

%

Variable rate—unhedged

16.6 

%

Variable rate—hedged

26.5 

%

The variable rate debt shown above bears interest at interest rates based on various one-month rates, of which SOFR is the most significant, depending on the respective agreement governing the debt, including our Revolving Credit Facility and Term Loan A. As of December 31, 2025, our debt had a weighted average term to maturity of approximately 3.4 years, assuming exercise of extension options.

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

Offering of New Senior Unsecured Notes

On June 17, 2025, Lineage OP, LP (the “operating partnership” or “OP” issued $500 million aggregate principal amount of 5.25% senior notes due July 15, 2030 (the “5.25% Notes”). Interest on the notes is payable semi-annually on January 15 and July 15 of each year, commencing January 15, 2026. The 5.25% Notes were issued at 98.991% of par. The net proceeds from the 5.25% Notes issuance were approximately $490 million and were used to repay a portion of the outstanding balance on the Revolving Credit Facility.

On November 26, 2025, Lineage Europe Finco B.V., an indirect subsidiary of Lineage, Inc., issued €700 million aggregate principal amount of 4.125% senior notes due November 26, 2031 (the “4.125% Notes”). Interest on the notes is payable annually on November 26 of each year, commencing November 26, 2026. The 4.125% Notes were issued at 99.324% of par. The net proceeds from the 4.125% Notes were approximately $802 million and were used to repay a portion of the outstanding balance on the Revolving Credit Facility.

The 5.25% Notes and the 4.125% Notes (collectively, the “New Senior Unsecured Notes”) are guaranteed by Lineage, Inc., the Operating Partnership, Lineage Europe Finco B.V., Lineage Logistics Holdings, LLC, and certain other subsidiaries of the Company that guarantee or are otherwise obligated in respect of the Credit Agreement (other than the issuing subsidiary and any excluded subsidiaries, collectively, the “Guarantors”). The Company’s other subsidiaries do not guarantee the New Senior Unsecured Notes (collectively, “Non-Guarantor Subsidiaries”).

The Company may redeem the notes in whole or in part, at any time one or two months prior to the respective maturity date (the “Par Call Date”), at a redemption price equal to the greater of: (i) the sum of the present values of the remaining scheduled payments of principal and interest thereon (as calculated pursuant to the terms of the indenture governing the respective notes); and (ii) 100% of the principal amount of the notes being redeemed, plus, in either case, accrued and unpaid interest thereon to, but excluding, the redemption date. On or after the Par Call Date, the Operating Partnership may redeem the respective notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date.

Senior Unsecured Notes Series

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

82

Security Interests in Customers’ Products

By operation of law and in accordance with our warehouse customer contracts (other than leases), we typically receive warehouseman’s liens on products held in our warehouses to secure customer payments. Such liens typically 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.

Our credit loss expense related to customer receivables was $6 million and $5 million for the year ended December 31, 2025 and 2024, respectively. As of December 31, 2025 and December 31, 2024, we maintained allowances for uncollectible balances of $10 million and $10 million, respectively, which we believed to be adequate.

Maintenance Capital Expenditures and Repair and Maintenance Expenses

Lineage prides itself on maintaining its facilities, fleet, and railcars at a high standard. We regularly update long-range maintenance plans by asset so that our assets maintain the high quality and operational efficiency that our customers expect from us.

Recurring Maintenance Capital Expenditures

Recurring maintenance capital expenditures are capitalized funds used to maintain assets that will result in an extended useful life. This includes the cost to purchase and install, repair, or construct assets when it results in a useful life longer than one year and the installed cost per asset is over a de minimis threshold. Maintenance capital expenditures are related to both our global warehousing segment and global integrated solutions segment, including information technology, and are all, in management’s judgment, recurring in nature. These expenditures include maintenance performed multiple times over the lifetime of the facility or asset, such as replacing or repairing roofs, refrigeration systems, racking, material handling equipment, and fleet. These expenditures also include information technology maintenance to existing servers, equipment, and software.

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

Year Ended December 31,

2025

2024

(in millions)

Global warehousing

$

141 

$

149 

Global integrated solutions

21 

21 

Information technology and other

11 

25 

Recurring maintenance capital expenditures

$

173 

$

195 

Repair and Maintenance Expenses

Repair and maintenance expenses are incurred when assets need repair or replacement and do not qualify as capital expenditures. If the work does not materially extend the useful life of the asset or the asset value is less than a de minimis threshold, it would be recorded as an operating expense under repair and maintenance expenses, included primarily in Cost of operations on the consolidated statements of operations and comprehensive income (loss). Examples include ordinary repairs on roofs, racking, refrigeration, and material handling equipment. Project-related expenses are excluded.

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

Year Ended December 31,

2025

2024

(in millions)

Global warehousing

$

151 

$

144 

Global integrated solutions

55 

54 

Repair and maintenance expenses

$

206 

$

198 

83

Integration Capital Expenditures

Integration capital expenditures are capitalized funds related to integrating acquired assets and businesses. Integration capital expenditures are one-time expenditures. These are typically acquisition-related costs, including maintenance on acquired assets that are beyond their useful life at the time of acquisition, rebranding expenditures, and information technology expenditures to standardize system usage across our business, and also include certain non-acquisition related costs, including safety and compliance projects to comply with any applicable policies, laws, or codes, such as installation of site security or a new fire suppression system, as well as freon-to-ammonia conversions.

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

Year Ended December 31,

2025

2024

(in millions)

Global warehousing

$

68 

$

65 

Global integrated solutions

1 

3 

Information technology and other

14 

26 

Integration capital expenditures

$

83 

$

94 

External Growth Capital Investments

External growth capital investments include acquisitions, greenfield projects and expansion initiatives, information technology platform enhancements, and other capital projects which result in an economic return. We divide growth projects into the following categories:

•Acquisitions: The purchase of an external company or facility. Also includes the purchase of the real estate of facilities we currently lease.

•Greenfields and Expansions: Projects either to build a new facility, including the purchase of land, or to increase the size of an existing warehouse (as measured by cubic feet). The costs associated with construction and materials are included.

•Energy and Economic Return: Energy return projects are intended to increase energy efficiency by decreasing the amount of kWh or fossil fuels consumed or reducing the cost to procure energy. Common examples include installing new LED technology, installing solar panels at a warehouse, and electrification of transportation fleet. Economic return projects require an investment of capital for a future cash flow and/or segment NOI benefit that is not an acquisition, greenfield, expansion, or energy project. Examples include addition of blast cells, racking replacements, replacing freezer doors, purchasing compressors, buying out leased equipment, and purchasing new rail cars.

•Information Technology Transformation and Growth: Capital investments focused on (a) warehouse operations efficiency – deploying technology that leverages advanced algorithms and artificial intelligence to increase labor productivity and higher utilization; (b) customer experience and service – building and implementing technology solutions to improve response times, automate common tasks, and offer seamless multi-channel support elevating both customer and employee experience; and (c) sales management, pricing and billing – creating and integrating IT systems to streamline sales processes, optimize pricing, and enhance billing accuracy and efficiency.

84

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

Year Ended December 31,

2025

2024

(in millions)

Acquisitions, including equity issued and net of cash acquired and adjustments(1)

$

443 

$

346 

Greenfield and expansion expenditures

302 

270 

Energy and economic return initiatives

88 

89 

Information technology transformation and growth initiatives

66 

55 

External growth capital investments

$

899 

$

760 

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

We completed five acquisitions during each of the years ended December 31, 2025 and 2024. Refer to Note 4, Business combinations, asset acquisitions, and divestitures in our consolidated financial statements included in this Annual Report for more information regarding current period business combinations and asset acquisitions.

The greenfield and expansion expenditures related primarily to projects that remained under construction as of the respective period end, with a notable greenfield in Bremerhaven, Germany and an expansion at the Hobart, IN cold storage facility during both the years ended December 31, 2025 and 2024, as well as the construction of a new, fully automated cold storage warehouse in Hazleton, PA during the year ended December 31, 2024. During the year ended December 31, 2025, we have also began construction on a new greenfield in Dallas, TX under our arrangement with Tyson Foods (see Note 4, Business combinations, asset acquisitions, and divestitures for discussion of the Tyson Foods agreements) and an expansion at one of our fully automated cold storage warehouses in the Netherlands.

Energy and economic return initiatives included corporate initiatives and smaller customer-driven growth projects. Information technology transformation and growth initiatives included spending on our patented LinOS technology.

Historical Cash Flows

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

Year Ended December 31,

2025

2024

(in millions)

Net cash provided by operating activities

$

943 

$

703 

Net cash used in investing activities

$

(1,067)

$

(919)

Net cash provided by financing activities

$

14 

$

320 

Operating Activities

For the year ended December 31, 2025, our net cash provided by operating activities was $943 million, compared to $703 million for the year ended December 31, 2024. The increase was primarily due to a decrease in net loss, most notably from lower interest expense and one-time non-cash IPO expenses in 2024 which did not reoccur in 2025, along with favorable changes in working capital, most significantly in accounts payable, accrued liabilities, and deferred revenue, partially offset by the unfavorable change in accounts receivable and non-cash items. The notable non-cash items for the year ended December 31, 2025 primarily consisted of $126 million of stock-based compensation expense and $52 million of net loss on divestitures. The notable non-cash items for the year ended December 31, 2024 primarily consisted of IPO-related items, such as $200 million of Internalization expense to Bay Grove, and $185 million of expense for vesting of Class D interests in LLH, as well as $215 million of stock-based compensation.

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Investing Activities

For the year ended December 31, 2025, cash used in investing activities was $1,067 million. The most significant uses were $443 million in acquisitions, net of cash acquired (see Note 4, Business combinations, asset acquisitions, and divestitures in our consolidated financial statements included in this Annual Report for more information regarding business combinations and asset acquisitions), and $747 million in purchases of property, plant, and equipment, primarily for growth capital expenditures. In addition, we invested $9 million in our equity method investee Emergent Cold LatAm Holdings, LLC. This was partially offset by $70 million from proceeds from sale of assets and $51 million of insurance proceeds for recoveries on impaired long-lived assets, which were primarily related to a fire which occurred at the Company’s warehouse in Kennewick, Washington in 2024 (see Note 20, Commitments and contingencies in our consolidated financial statements included in this Annual Report for details).

For the year ended December 31, 2024, cash used in investing activities was $919 million. The most significant uses were $691 million in purchases of property, plant, and equipment, primarily for growth capital expenditures. In addition, we invested $346 million in the acquisitions of Entrepôt du Nord Inc, Luik Natie Holding N.V., and Eurofrigor S.r.l. Magazzini Generali and $20 million in Emergent Cold LatAm Holdings, LLC, offset by $105 million in insurance recovery proceeds for the warehouse fire in Kennewick.

Financing Activities

Our net cash provided by financing activities was $14 million for the year ended December 31, 2025, which primarily consisted of $1,298 million of proceeds from issuance of new senior notes. These inflows were offset by $537 million of dividends and other distributions, $231 million of repayments of long-term debt and finance leases ($88 million of which was related to the Houston, Texas lease purchase), $226 million of net payments on revolving credit lines, $144 million for payment of the exercise of Put Options, $82 million for redemption of common stock ($76 million of which was the repurchase of common stock pursuant to Put Options exercises), and $28 million of redemption of redeemable noncontrolling interest. See Note 2, Capital structure and noncontrolling interests in our consolidated financial statements included in this Annual Report for details of Put Options transactions.

Our net cash provided by financing activities was $320 million for the year ended December 31, 2024, which reflected the impacts of the change in our debt and capital structure as a result of our 2024 IPO. The financing activities primarily consisted of $4,879 million of proceeds from the issuance of common stock in our IPO (net of equity raise costs) and $600 million of net borrowings on revolving credit lines. The inflows were offset by $4,631 million net for repayments of long-term debt and finance leases (see Note 10, Debt for details of debt instruments paid off in 2024), $234 million for distributions, $75 million for redemption of OPEUs, $46 million for payment of deferred consideration liabilities, $46 million for the repurchase of common shares for employee income taxes on stock-based compensation, $45 million for financing fees, and $42 million for redemption of common stock ($17 million of which was the repurchase of common stock pursuant to Put Options exercises).

Supplemental Guarantor Financial Information

In 2025, the Operating Partnership and Lineage Europe Finco B.V. issued senior notes (“New Senior Unsecured Notes”) which were fully and unconditionally guaranteed by Lineage, Inc., the Operating Partnership, Lineage Europe Finco B.V., Lineage Logistics Holdings, LLC, and certain other subsidiaries of the Company that guarantee or are otherwise obligated in respect of the Credit Agreement (other than the respective issuer and any excluded subsidiaries, collectively, the “Guarantors,” as detailed in Exhibit 22.1 to this Form 10-K). The Company’s other subsidiaries do not guarantee the New Senior Unsecured Notes (collectively, “Non-Guarantor Subsidiaries”). Refer to Note 10, Debt in our consolidated financial statements included in this Annual Report for additional information regarding the New Senior Unsecured Notes.

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

December 31,

December 31,

Summarized Balance Sheet Data (in millions)

2025

2024

Total current assets

$

347 

$

388 

Amounts due from non-guarantor subsidiaries

$

13,693 

$

12,764 

Total non-current assets

$

5,157 

$

4,504 

Total current liabilities

$

562 

$

713 

Amounts due to non-guarantor subsidiaries

$

12,460 

$

11,283 

Total non-current liabilities

$

5,708 

$

4,519 

Redeemable noncontrolling interests

$

— 

$

32 

Noncontrolling interests

$

978 

$

999 

Year Ended

Year Ended

December 31,

December 31,

Summarized Statement of Operations Data (in millions)

2025

2024

Net revenues from external customers

$

2,006 

$

1,994 

Cost of operations

$

(1,496)

$

(1,445)

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

$

151 

$

330 

Income (loss) from operations

$

(94)

$

(365)

Net income (loss)

$

(326)

$

(671)

Net income (loss) attributable to the combined guarantor entities

$

(315)

$

(585)

The New Senior Unsecured Notes and each guarantee of the New Senior Unsecured Notes is effectively subordinated in right of payment to: all existing and future secured indebtedness and secured guarantees of the OP or such Guarantor (to the extent of the value of the collateral securing such indebtedness and guarantees); all existing and future indebtedness and other liabilities, whether secured or unsecured, of the Non-Guarantor Subsidiaries and of any entity the OP or such Guarantor accounts for using the equity method of accounting; and all existing and future preferred equity not owned by the OP or such Guarantor in Non-Guarantor Subsidiaries and in any entity the OP or such Guarantor accounts for using the equity method of accounting.

As of December 31, 2025, entities that are direct borrowers, guarantors, or otherwise obligated in respect the Credit Agreement had an aggregate of $19,924 million of assets and were direct borrowers, guarantors or otherwise obligated in respect of an aggregate of $5,663 million of indebtedness, in each case, excluding intercompany investments and obligations. As of December 31, 2025, the OP, Lineage Europe Finco B.V., and the Guarantors had an aggregate of $19,196 million of assets and were direct borrowers in respect of $5,505 million of indebtedness, in each case, excluding intercompany investments and obligations.

Critical Accounting Policies and Estimates

The consolidated financial statements have been prepared in accordance with U.S. GAAP, which 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 base our estimates on historical experience and on various other assumptions that we believe to be most appropriate and reasonable. Actual results may differ from these estimates under different assumptions or conditions. Refer to Note 1, Significant accounting policies and practices to the consolidated financial statements for our significant accounting policies. The following discussion pertains to accounting policies management believes are most critical to the portrayal of our historical financial condition and results of operations and that require a material level of subjectivity or judgment and relate to inherently highly uncertain matters.

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Impairment of long-lived assets and finite lived intangible assets

We evaluate long-lived assets and finite lived intangible assets for impairment when events or changes in circumstances indicate that the carrying value of the relevant asset groups may not be recoverable or when the assets are held for sale. Our assets are evaluated at the level of the smallest identifiable group of assets that generate cash inflows that are largely independent of the cash inflows from other groups of assets, for example, an individual warehouse. Triggering events include material adverse changes in projected revenues or operating performance measures, a pattern of net losses, significant relevant negative industry trends, internal plans to dispose of an asset group, significant deterioration in the condition of the asset, and an identified impairment of related goodwill or other non-amortizable intangible assets.

Upon the occurrence of a triggering event, we assess whether the estimated undiscounted cash flows expected from the use of the asset group and the residual value from the ultimate disposal of the asset group exceed the carrying value. Undiscounted cash flows expected from the use of assets and the residual value are estimated based on our judgment using industry experience and knowledge of historical transactions and operations. If the undiscounted cash flows are less than the carrying value of the asset, its fair value is measured relying primarily on a discounted cash flow method. If the carrying value exceeds the fair value, we reduce the carrying value to fair value and record an impairment loss in earnings. Fair values are estimated using discounting based on the applicable weighted average cost of capital, independent appraisals, quotes, or expected sales prices, as applicable. Changes in market conditions, the economic environment, and other factors can significantly impact these estimates. When an impairment loss is recognized for assets to be held and used, the adjusted carrying amounts of those assets are depreciated over their remaining useful life.

Impairments of property, plant, and equipment were $4 million, $35 million, and $2 million for the years ended December 31, 2025, 2024, and 2023, respectively. The 2024 charges primarily related to impairment of an entire warehouse in Kennewick, Washington due to a fire. In reviewing the factors of the Kennewick, Washington assets, the Company determined there were no undiscounted cash flows expected to be generated from the asset group after the fire damage, as such, it was impaired in full.

There were no material impairments of finite lived intangible assets in 2025 or 2023. During the fourth quarter of 2024, the Company identified two customer relationship assets in the Global Integrated Solutions segment which had higher customer attrition than previously expected, resulting in lower cash flow projections. We performed an impairment test of these assets, first by assessing the undiscounted cash flows of the relevant asset groups as compared to their carrying values, and then estimating the fair values of each asset group. As a result of this exercise, substantially all of the impairment within the asset groups was allocated to customer relationships, which employs the use of discounted future cash flows and requires key assumptions, including future revenue growth, attrition rates, discount rates, and remaining useful life. It was determined that both of the customer relationships assets’ fair values were below the carrying values within their respective asset groups, such that they were fully impaired. For the year ended December 31, 2024, the Company recorded a total impairment loss of $63 million on these two customer relationship finite lived intangible assets.

Business combinations

We account for business combinations using the acquisition method of accounting, which requires, among other things, allocation of the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed at their estimated fair values on the acquisition date in accordance with ASC 805, Business Combinations. The excess of the fair value of purchase price consideration over the values of these identifiable assets and liabilities is recorded as goodwill. Goodwill is assigned to each reporting unit based upon the relative fair value of the underlying business operations.

When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to real estate and intangible assets. Significant estimates used in valuing intangible assets acquired in a business combination include, but are not limited to, revenue growth rates, obsolescence, customer attrition rates, operating costs and margins, capital expenditures, tax rates, long-term growth rates, and discount rates. The income approach is applied, specifically by using one of the following valuation techniques: the relief from royalty method, the multi excess earnings method, or the with-and-without method.

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

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Goodwill

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

Goodwill is tested for impairment by assessing qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of the reporting unit is less than its carrying amount. Qualitative factors assessed include reporting units’ financial performance as compared to budget, macroeconomic conditions, labor and energy cost trends, changes in our common stock price, events significantly affecting the composition or carrying amounts of our reporting units, and other trends impacting fair values of our reporting units. If, after assessing the totality of events or circumstances, or based on management’s judgment, we determine it is more likely than not the fair value of a reporting unit is less than its carrying amount, a quantitative impairment test is performed.

2025 Impairment Testing

In 2025, the Company identified a triggering event during the third quarter due to the sale of Lineage Spain Transportation S.L.U. Accordingly, the Company performed an interim quantitative goodwill impairment test for the affected reporting unit within the Global Integrated Solutions segment.

Separately, in connection with the annual goodwill impairment test performed as of October 1, 2025, the Company performed a qualitative assessment and considered an increase in the risk-free interest rate and an overall market decline as negative factors. The Company determined that a further quantitative assessment was required for a reporting unit within the Global Warehousing segment with a low percentage by which the fair value exceeded carrying value based on its last assessment, which made it more susceptible to the impact of these adverse changes.

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

For both the interim and annual quantitative assessments, the carrying value of each reporting unit included assets and liabilities attributable to their respective business operations and allocated goodwill as of the testing date. The fair value of each reporting unit was estimated using a combination of equally weighted income approach and market approach, specifically the discounted cash flow method and the guideline public company method. The estimated fair value calculated by the guideline public company method was within 4% and 6% of the estimated fair value calculated by the discounted cash flow method for the interim and annual test, respectively. Given the insignificant difference in the two methods, an equal weighting approach was determined to be the most appropriate in determining fair value, which is consistent with our policy and historical assessments. We utilized third-party valuation specialists and used industry accepted valuation models in calculating each reporting unit’s fair value estimate.

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

•Future revenue growth: our analyses utilized an assumption of future growth based on industry forecasts, historical results, and existing long-term contracts. The long-term revenue growth assumption used in our model was 3.0% for both the interim and the annual test, which was consistent with the assumption used in the prior year model.

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

•Capital requirements: we estimated future capital requirements based on current planned expansions, appropriation requests, and projected growth of existing operations included in the estimate of future revenue growth.

•Discount rates: we utilized a weighted average cost of capital (“WACC”) that considers the cost of capital and cost of debt, with inputs such as risk premiums, relevant comparable public companies’ debt and capital metrics, tax rates, risk-free interest rates, and other assumptions. Our selected WACC rate was 10.5% for the interim test and 8.0% for the annual test, both of which increased from the prior year models due to an increase in the risk-free rate.

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

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

Assumption

Sensitivity Change (1)

Interim Test Result

(Reporting Unit within Global Integrated Solutions)

Annual Test Result

(Reporting Unit within Global Warehousing)

Future revenue growth

0.5% decrease to long-term revenue growth

Approximately $7 million of additional impairment

Approximately $160 million of additional impairment

Discount rates

0.5% increase to WACC

Approximately $9 million of additional impairment

Approximately $195 million of additional impairment

Market EBITDA multiples

0.5 decrease to EBITDA Multiples

Approximately $8 million of additional impairment

Approximately $80 million of additional impairment

(1) Sensitivities were calculated in isolation and keeping all other assumptions constant. Under a full analysis, some assumptions would be interconnected and a change in one could result in changes in other assumptions and lead to different impacts than what is noted above.

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

2024 Impairment Testing

At our annual impairment testing date as of October 1, 2024, we assessed qualitative factors to determine if it is more likely than not that the fair value of each of our reporting units exceeded its carrying value. Based on the qualitative factors reviewed and given the intangible asset impairment identified in 2024, we determined to perform a quantitative assessment for two of our international reporting units. Carrying values of these reporting units included assets and liabilities attributable to their respective business operations and allocated goodwill. Based on a comparison of the fair values to carrying values, we determined that it was more likely than not the fair values of these two reporting units exceeded their carrying values. Fair values of these reporting units were estimated using a combination of equally weighted income approach and market approach. Key assumptions included future revenue growth, operating costs and profitability, capital requirements, discount rates, and market EBITDA multiples.

Stock-based compensation – performance-based awards

The Company grants equity awards, some of which include vesting conditions based on achievement of certain Company and market performance metrics. We recognize stock-based compensation expense for performance-based awards based on the estimated grant date fair value as well as the estimated amount of performance-based awards which will ultimately become vested at the end of each award’s performance period based on the achievement of the performance criteria.

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

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

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

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

•Total shareholder return (“TSR”) of Lineage, Inc. common stock relative to the MSCI US REIT Index for 2025 awards or S&P 500 Index for 2024 awards.

We measure performance-based RSUs and LTIP Units that comprise a TSR component at grant date fair values utilizing a Monte Carlo simulation to estimate the probability of the market vesting condition being satisfied. The Monte Carlo simulation approach was selected because it is one of the most commonly utilized methods to value stock-based compensation arrangements that contain a market condition and meets the fair-value-based measurement objective of ASC 718, Compensation-Stock Compensation. Thus, we believe the use of this methodology is consistent with U.S. GAAP and most consistent with other filers, providing greater comparability of our disclosures to other filers. The Company’s achievement of the market vesting condition is contingent on its Relative TSR over the performance period. For each simulated path, the TSR is calculated at the end of the

90

performance period and determines the vesting percentage based on achievement of the performance target. The fair value of the performance-based RSUs and LTIP Units is the average discounted payout across all simulation paths. We forecast the likelihood of achieving the predefined performance condition targets in order to calculate the expected performance-based RSUs and LTIP Units that will become vested. We utilized third-party valuation specialists in calculating the fair values of our performance-based awards. Refer to Note 18, Stock-based compensation for the key assumptions used in the Monte Carlo simulation model.

We use internal forecasts to estimate the achievement of AFFO per share and SS NOI Growth metrics, which are uncertain and involve assumptions of future market conditions and customer demand. To estimate the AFFO per share metric, we also forecast the future number of shares outstanding at the end of each performance year, which involves management assumptions about capital-raising activities. The amount of expected performance-based RSUs and LTIP Units that will become vested is multiplied by the grant date fair value of the awards to arrive at the total expense for a given award. This expense is then recognized ratably over the performance period. If the performance conditions are deemed not probable of being achieved, the Company reverses previously recognized stock-based compensation expense in the period the probability determination is made. If the performance conditions are later deemed probable of being achieved, compensation cost will be recognized prospectively over the remaining service period.

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

New Accounting Pronouncements

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

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