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What changed in Lineage, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Lineage, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+525 added−596 removedSource: 10-K (2026-02-25) vs 10-K (2025-02-26)

Top changes in Lineage, Inc.'s 2025 10-K

525 paragraphs added · 596 removed · 430 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

96 edited+10 added−31 removed92 unchanged
Biggest changeOccupational Safety and Health Act Our properties located in the U.S. are subject to regulation under OSHA, which requires employers to provide employees with an environment free from recognized hazards likely to cause death or serious physical harm and includes regulations related to exposure to toxic chemicals, excessive noise levels, mechanical dangers, heat or cold stress, and unsanitary conditions.
Biggest changeOur third-party food safety audits are conducted by certified providers, including SAI Global, AIB International, Mérieux Nutrisciences , ASI, and NSF, following the one of the following schemes: Good Distribution Practices (“GDP”) or a Global Food Safety Initiative (“GFSI”) scheme, such as Safe Quality Foods (“SQF”) or Brand Recognition through Compliance Global Standards (“BRCGS”) audit programs. 15 Occupational Safety and Health Act Our properties located in the U.S. are subject to regulation under OSHA, which requires employers to provide employees with an environment free from recognized hazards likely to cause death or serious physical harm and includes regulations related to exposure to toxic chemicals, excessive noise levels, mechanical dangers, heat or cold stress, and unsanitary conditions.
This growth helps delever our balance sheet and creates capacity for new investments. • Having our strong cash flows and our tax efficient REIT structure help to create an efficient and attractive cost of capital to support our inorganic growth. • Deploying our capital into a deep pipeline of investments within our existing facilities, accretive greenfield and expansion development projects, and acquisition opportunities at returns in excess of our cost of capital. • Using our organic business initiatives and driving operational and administrative synergies to seek to grow our same warehouse NOI and cash flows post investment.
This helps delever our balance sheet and creates capacity for new investments. • Having our strong cash flows and our tax efficient REIT structure help to create an efficient and attractive cost of capital to support our inorganic growth. • Deploying our capital into a deep pipeline of investments within our existing facilities, accretive greenfield and expansion development projects, and acquisition opportunities at returns in excess of our cost of capital. • Using our organic business initiatives and driving operational and administrative synergies to seek to grow our same warehouse NOI and cash flows post investment.
In addition, we believe we enjoy multiple advantages when participating in sale processes, including our prolific transaction experience and track record of quickly closing transactions and our flexible balance sheet. • Multiple Levers to Drive Value Creation Post Acquisitions.
In addition, we believe we enjoy multiple advantages when participating in sale processes, including our prolific transaction experience, track record of quickly closing transactions, and our flexible balance sheet. • Multiple Levers to Drive Value Creation Post Acquisitions.
Occupancy of our Warehouses Economic and physical occupancy of an individual warehouse is impacted by a number of factors, including the type of warehouse (i.e., distribution, public, production advantaged, or managed), specific customer needs in the markets served by the warehouse, timing of harvests or protein production for customers of the warehouse, the existence of leased but unoccupied pallet positions, and the effect of weather or market conditions on the customers of the warehouse.
Occupancy of our Warehouses Economic and physical occupancy of an individual warehouse is impacted by a number of factors, including the type of warehouse (i.e., distribution, public, production advantaged, or managed), specific customer needs in the markets served by the warehouse, competitors in the market, timing of harvests or protein production for customers of the warehouse, the existence of leased but unoccupied pallet positions, and the effect of weather or market conditions on the customers of the warehouse.
Our corporate compliance and ethics committee and audit committee are regularly briefed on reports received and have access to reports made through our Ethics Helpline. 19 Through our global online learning management platform, we provide code of conduct training in multiple native languages so that our team members understand our expectations and how to apply these standards to their work.
Our corporate compliance and ethics committee and audit committee are regularly briefed on reports received and have access to reports made through our Ethics Helpline. Through our global online learning management platform, we provide code of conduct training in multiple native languages so that our team members understand our expectations and how to apply these standards to their work.
We believe that implementing minimum storage guarantees will continue to boost recurring revenue and enhance stability of cash flows, while allowing customers to plan for periods of increased need by reserving capacity and ultimately enabling a better temperature-controlled warehousing experience for our customers. • Commercial Optimization Initiatives .
We believe that implementing minimum storage guarantees will continue to boost recurring revenue and enhance stability of cash flows, while allowing customers to plan for periods of increased need by reserving capacity and ultimately enabling a better temperature-controlled warehousing experience for our customers. 10 • Commercial Optimization Initiatives .
On average, our top 25 customers utilize approximately 25 of our facilities per customer, and seven of our top ten customers use our facilities in multiple countries. Importantly, we believe customers equate the Lineage brand with service, quality, and safety around the world, which provides an advantage over local competitors.
On average, our top 25 customers utilize approximately 22 of our facilities per customer, and seven of our top ten customers use our facilities in multiple countries. Importantly, we believe customers equate the Lineage brand with service, quality, and safety around the world, which provides an advantage over local competitors.
Under the Public Health Security and Bioterrorism Preparedness and Response Act of 2002, the United States Food and Drug Administration, or the FDA, requires us to register all warehouses in which food is stored and further requires us to maintain records of sources and recipients 16 of food for purposes of food recalls.
Under the Public Health Security and Bioterrorism Preparedness and Response Act of 2002, the United States Food and Drug Administration, or the FDA, requires us to register all warehouses in which food is stored and further requires us to maintain records of sources and recipients of food for purposes of food recalls.
Warehouse agreements and rate letters often also include mechanisms to adjust rates for inflationary cost increases and customer profile changes, while tariff 10 sheets are short-term in nature and can generally be updated upon 30 days advance notice.
Warehouse agreements and rate letters often also include mechanisms to adjust rates for inflationary cost increases and customer profile changes, while tariff sheets are short-term in nature and can generally be updated upon 30 days advance notice.
Once fully integrated, we believe we will benefit from operating leverage, as these new investments are spread across our growing portfolio. We have a strong and flexible balance sheet, and we have demonstrated access to debt and equity capital to support growth.
Once fully integrated, we believe we will benefit from operating leverage, as these new investments are spread across our growing portfolio. 9 We have a strong and flexible balance sheet, and we have demonstrated access to debt and equity capital to support growth.
We 9 may also attempt to access property-level secured debt, bank debt and the unsecured bond market, in each case across multiple currencies and geographies, which would provide us with capital-raising flexibility to fund our operations.
We may also attempt to access property-level secured debt, bank debt and the unsecured bond market, in each case across multiple currencies and geographies, which would provide us with capital-raising flexibility to fund our operations.
Our Warehouse Types As of December 31, 2024, we owned, operated, leased, and managed multiple types of temperature-controlled warehouses across our global network, which we group into four types: distribution, public, production advantaged, and managed warehouses. • Distribution centers are warehouses that typically store products for multiple customers often in or near difficult to duplicate metropolitan, infill, or port locations. • Public warehouses are warehouses that typically store products for multiple customers usually outside metropolitan and infill locations. • Production advantaged warehouses are warehouses adjacent to or near customer production facilities. • Managed warehouses are facilities owned or leased by the customer for which we manage the warehouse operations on their behalf.
Our Warehouse Types As of December 31, 2025, we owned, operated, leased, and managed multiple types of temperature-controlled warehouses across our global network, which we group into four types: distribution, public, production advantaged, and managed warehouses. • Distribution centers are warehouses that typically store products for multiple customers often in or near difficult to duplicate metropolitan, infill, or port locations. • Public warehouses are warehouses that typically store products for multiple customers usually outside metropolitan and infill locations. • Production advantaged warehouses are warehouses adjacent to or near customer production facilities. • Managed warehouses are warehouses owned or leased by the customer for which we manage the warehouse operations on their behalf.
We expect our development expertise will continue to support our growth as we potentially realize the returns on our recently completed greenfield and expansion projects and deliver on our industry-leading pipeline of greenfield development and expansion opportunities. • Recently Completed Greenfield and Expansion Projects.
We expect our development expertise will continue to support our growth as we realize the returns on our recently completed greenfield and expansion projects and deliver on our industry-leading pipeline of greenfield development and expansion opportunities. • Recently Completed Greenfield and Expansion Projects.
In addition, we believe that our skilled and experienced team of approximately 26,000 team members provide a differentiated service that would be difficult to replicate, as many of them are trained to operate in a highly-specialized environment while complying with stringent food safety requirements. 7 Our high quality portfolio is located in highly desirable and strategic locations around the world.
In addition, we believe that our skilled and experienced team of approximately 24,000 team members provide a differentiated service that would be difficult to replicate, as many of them are trained to operate in a highly-specialized environment while complying with stringent food safety requirements. 7 Our high quality portfolio is located in highly desirable and strategic locations around the world.
The diversity of the product mix in our temperature-controlled warehouses helps insulate us from commodity volatility, shifts in consumer preferences, and other macro-economic forces. The following chart sets forth information concerning the types of commodities that our customers store in our warehouses based on a percentage of our global warehousing segment revenues for the year ended December 31, 2024.
The diversity of the product mix in our temperature-controlled warehouses helps insulate us from commodity volatility, shifts in consumer preferences, and other macro-economic forces. The following chart sets forth information concerning the types of commodities that our customers store in our warehouses based on a percentage of our global warehousing segment revenues for the year ended December 31, 2025.
Additionally, we have been refining an array of tools to evaluate relative customer profitability to ensure that we are allocating our warehouse space to the customers that value it the most. • Aligning Rates with Cost to Serve . We are deploying technologies such as a third-party contracting and invoicing platform to professionalize our commercial optimization capabilities across our company.
Additionally, we have been refining an array of tools to evaluate relative customer profitability so that we are allocating our warehouse space to the customers that value it the most. • Aligning Rates with Cost to Serve . We are deploying technologies such as a third-party contracting and invoicing platform to professionalize our commercial optimization capabilities across our company.
Global Warehousing Segment The backbone of our business is our mission-critical network of sophisticated, modern, and strategically-located temperature-controlled warehouses. 4 Facilities in the Global Warehousing Segment The following table provides information regarding the temperature-controlled warehouses in our global warehousing segment that we owned, leased, or managed in each of the regions in which we operated as of, or for the year ended, December 31, 2024.
Global Warehousing Segment The backbone of our business is our mission-critical network of sophisticated, modern, and strategically-located temperature-controlled warehouses. 4 Facilities in the Global Warehousing Segment The following table provides information regarding the temperature-controlled warehouses in our global warehousing segment that we owned, leased, or managed in each of the regions in which we operated as of, or for the year ended, December 31, 2025.
Approximately 96% of our global warehousing segment revenues are from countries in which our local network of temperature-controlled warehouses is the largest, as measured by cubic feet of capacity. The interconnected nature of our global warehouse network aligns with the global nature of many of our customers, allowing us to provide warehousing services to many of them across multiple geographies.
Approximately 95% of our global warehousing segment revenues are from countries in which our local network of temperature-controlled warehouses is the largest, as measured by cubic feet of capacity. The interconnected nature of our global warehouse network aligns with the global nature of many of our customers, allowing us to provide warehousing services to many of them across multiple geographies.
We have a robust presence in key metropolitan statistical areas and ports throughout the United States, with a larger number of facilities in such locations relative to our largest competitor, which drives a significantly higher weighted average population density of approximately 3,000 persons per square mile.
We have a robust presence in key metropolitan statistical areas and ports throughout the United States, with a larger number of warehouses in such locations relative to our largest competitor, which drives a significantly higher weighted average population density of approximately 3,000 persons per square mile.
Due to the increasing demand for automated solutions from our customers, the higher construction cost of automated facilities, and the complexity of implementing automated solutions, we expect the growth of automation in our warehouse network to be a key differentiator for Lineage over time. We use a standardized and disciplined approach to apply our best practices to integrating acquired companies.
Due to the increasing demand for automated solutions from our customers, the higher construction cost of automated warehouses, and the complexity of implementing automated solutions, we expect the growth of automation in our warehouse network to be a key differentiator for Lineage over time. We use a standardized and disciplined approach to apply our best practices to integrating acquired companies.
Through this approach and an open mindset to learn and adopt best practices of newly acquired business, we can seek to capitalize on growth opportunities beyond the acquisition date. 14 Seasonality We are involved in providing services to food producers, distributors and retailers whose businesses, in some cases, are seasonal.
Through this approach and an open mindset to learn and adopt best practices of newly acquired businesses, we can seek to capitalize on growth opportunities beyond the acquisition date. Seasonality We are involved in providing services to food producers, distributors and retailers whose businesses, in some cases, are seasonal.
We are driving standardization of rates across our warehouse network as well as seeking to implement standardized billing practices to ensure that we are adequately compensated for all services performed. Incremental cost to serve charges capturing previously unbilled services are anticipated to support NOI growth as these initiatives are implemented across our warehouse network.
We are driving standardization of rates across our warehouse network as well as seeking to implement standardized billing practices so that we are adequately compensated for all services performed. Incremental cost to serve charges capturing previously unbilled services are anticipated to support NOI growth as these initiatives are implemented across our warehouse network.
Power Costs The temperature-controlled warehouse business is power-intensive. Keeping food products refrigerated or frozen requires substantial amounts of power and managing power costs is a priority for us and our customers. Power costs accounted for 8.8% of our total global warehousing segment cost of operations for the year ended December 31, 2024.
Power Costs The temperature-controlled warehouse business is power-intensive. Keeping food products refrigerated or frozen requires substantial amounts of power and managing power costs is a priority for us and our customers. Power costs accounted for 8.8% of our total global warehousing segment cost of operations for the year ended December 31, 2025.
To foster a stronger sense of ownership, aid in retention, and align the interests of our team members with our stockholders, we provide restricted stock units to eligible team members through our equity incentive programs. Business Conduct and Ethics We believe that a strong culture is the foundation of a strong company.
To foster a stronger sense of ownership, aid in retention, and align the interests of our team members with our stockholders, we provide restricted stock units to eligible team members through our broad-based equity incentive programs. Business Conduct and Ethics We believe that a strong culture is the foundation of a strong company.
Moreover, our growing customer base enables us to gather and analyze vast amounts of data. We believe that this data-driven approach empowers us to continuously refine our operations, improve productivity, and lower operating costs, creating a “win-win” scenario for both our customers and Lineage.
Moreover, our large customer base enables us to gather and analyze vast amounts of data. We believe that this data-driven approach empowers us to continuously refine our operations, improve productivity, and lower operating costs, creating a “win-win” scenario for both our customers and Lineage.
We seek to maximize energy efficiency in our warehouses through the application of best practices, implementation of the latest technology and generation of alternative sources of energy. Our best practices include energy hedging strategies and a centralized energy and sustainability team that deploys these initiatives across our network to ensure standardization and minimization of energy waste.
We seek to maximize energy efficiency in our warehouses through the application of best practices, implementation of the latest technology and generation of alternative sources of energy. Our best practices include energy hedging strategies and a centralized energy and sustainability team that deploys these initiatives across our network to drive standardization and minimization of energy waste.
We define a warehouse as a port facility if it is within 30 miles of a port that performs commercial or trade-related activity. Geographic Diversification We believe our geographic diversification provides additional stability through exposure to various markets and balancing different seasonality profiles.
We define a warehouse as a port warehouse if it is within 30 miles of a port that performs commercial or trade-related activity. 5 Geographic Diversification We believe our geographic diversification provides additional stability through exposure to various markets and balancing different seasonality profiles.
In addition to operating businesses, there also remain real estate opportunities to acquire triple-net-leased facilities and execute sale-leaseback transactions with customers and other cold storage operators. • Status as an Acquirer of Choice Supports Robust Acquisition Opportunities.
In addition to operating businesses, there also remain real estate opportunities to acquire triple-net-leased facilities and execute sale-leaseback transactions with customers and other cold storage operators. • Status as an Acquirer of Choice Supports Strategic Acquisition Opportunities.
Automated facilities generally produce a lower cost to serve and lower resource consumption, presenting an attractive solution to our customers and positioning us well to win new business and grow our cash flows from operations. • Future Long-Term Pipeline .
Automated warehouses generally produce a lower cost to serve and lower resource consumption, presenting an attractive solution to our customers and positioning us well to win new business and grow our cash flows from operations. • Future Long-Term Pipeline .
On a portfolio-wide basis, economic and physical occupancy rates and warehouse revenues generally peak between mid-September and early December in connection with the holiday season and the peak harvest season in the northern hemisphere. Economic and physical occupancy rates and warehouse revenues on a portfolio-wide basis are generally the lowest during May and June.
On a portfolio-wide basis, economic and physical occupancy rates and warehouse revenues generally peak between mid-September and early December in connection with the holiday season and the peak harvest season in the northern hemisphere. Economic and physical occupancy rates and warehouse revenues on a portfolio-wide basis are generally the lowest during June and July.
As of December 31, 2024, all of our global warehousing segment revenue was reporting on metricsOne, a proprietary operating KPI dashboard that provides enhanced visibility into our operational execution, labor, safety, and financial performance.
As of December 31, 2025, all of our global warehousing segment revenue was reporting on metricsOne, a proprietary operating KPI dashboard that provides enhanced visibility into our operational execution, labor, safety, and financial performance.
We have a well-diversified and stable customer base and currently serve more than 13,000 customers that include household names of the largest food retailers, manufacturers, processors, and food service distributors in the industry.
We have a well-diversified and stable customer base and currently serve more than 11,000 customers that include household names of the largest food retailers, manufacturers, processors, and food service distributors in the industry.
These initiatives are strategically designed to standardize, integrate, and enhance the technological framework across our enterprise. In addition, our deliberate and forward-thinking focus has allowed us to create what we believe is the largest automated portfolio in the industry with 82 fully-and semi-automated facilities backed by innovative proprietary software and an in-house automation team.
These initiatives are strategically designed to standardize, integrate, and enhance the technological framework across our enterprise. In addition, our deliberate and forward-thinking focus has allowed us to create what we believe is the largest automated portfolio in the industry with 83 fully- and semi-automated warehouses backed by innovative proprietary software and an in-house automation team.
This has been a core part of our strategy since our inception. We seek to integrate our network onto our common technology systems to standardize operations and increase productivity. As of December 31, 2024, approximately 96% of our global warehousing segment revenue for the year ended December 31, 2024 was integrated on our human capital and financial ERP software.
This has been a core part of our strategy since our inception. We seek to integrate our network onto our common technology systems to standardize operations and increase productivity. As of December 31, 2025, approximately 97% of our global warehousing segment revenue for the year ended December 31, 2025 was integrated on our human capital and financial ERP software.
Select recent examples within our network indicate reductions of approximately 20% as measured by kWh usage per pallet position in automated facilities relative to conventional facilities in the same metropolitan areas. • Alternative Energy Generation : We are also focused on generating alternative sources of energy through on-site solar, battery storage and linear generators.
Select recent examples within our network indicate reductions of approximately 22% as measured by kWh usage per pallet position in automated warehouses relative to conventional warehouses in the same metropolitan areas. • Alternative Energy Generation : We are also focused on generating alternative sources of energy through on-site solar, battery storage and linear generators.
Our cubic-foot weighted average facility age is approximately 21 years, which we believe is significantly younger than that of the broader temperature-controlled warehousing industry. Moreover, our portfolio includes 82 fully- and semi-automated warehouses, which we believe is the most of any cold storage provider in the world, making our network the most technologically advanced in our industry.
Our cubic-foot weighted average facility age is approximately 22 years, which we believe is significantly younger than that of the broader temperature-controlled warehousing industry. Moreover, our portfolio includes 83 fully- and semi-automated warehouses, which we believe is the most of any cold storage provider in the world, making our network the most technologically advanced in our industry.
The United States comprised 69% of our global warehousing segment revenues for the year ended December 31, 2024, and within the United States, we are present in 36 states. Our portfolio includes locations in top metropolitan statistical areas with high population density, ports with significant global trade, transportation hubs with significant domestic trade and critical food production areas.
The United States comprised 68% of our global warehousing segment revenues for the year ended December 31, 2025, and within the United States, we are present in 36 states. Our portfolio includes locations in top metropolitan statistical areas with high population density, ports with significant global trade, transportation hubs with significant domestic trade, and critical food production areas.
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. As of December 31, 2024, the cubic-foot weighted average age of our portfolio was approximately 21 years, which we believe is significantly younger than that of the broader temperature-controlled industry.
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. As of December 31, 2025, the cubic-foot weighted average age of our portfolio was approximately 22 years, which we believe is significantly younger than that of the broader temperature-controlled industry.
For the year ended December 31, 2024, 75% of our global warehousing NOI was from distribution centers and approximately 46% of our global warehousing NOI was from warehouses located near ports, many of which are in the key distribution markets. This solidifies the mission-critical nature of our portfolio in highly desirable locations for imports, exports, and local consumption and distribution.
For the year ended December 31, 2025, 75% of our global warehousing NOI was from distribution centers and approximately 45% of our global warehousing NOI was from warehouses located near ports, many of which are in the key distribution markets. This solidifies the mission-critical nature of our portfolio in highly desirable locations for imports, exports, and local consumption and distribution.
Examples of other significant local competitors include DFDS, Wolter Koops, Primafrio, Erb Transport, and Midland Transport. Human Capital Resources We are committed to creating a work environment which supports the growth and success of our team members. We have employees located throughout the world. As of December 31, 2024, we employed approximately 26,000 people worldwide.
Examples of other significant local competitors include DFDS, Wolter Koops, Primafrio, Erb Transport, and Midland Transport. 16 Human Capital Resources We are committed to creating a work environment which supports the growth and success of our team members. We have employees located throughout the world. As of December 31, 2025, we employed approximately 24,000 people worldwide.
Our Business Segments 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 which represented approximately 87% of our total NOI for the year ended December 31, 2024; 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 and which represented approximately 13% of our total NOI for the year ended December 31, 2024.
Our Business Segments 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 which represented approximately 86% of our total NOI for the year ended December 31, 2025; 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 and which represented approximately 14% of our total NOI for the year ended December 31, 2025.
We offer a broad range of warehousing services and integrated solutions around the world for a variety of customers with complex requirements in the food supply chain. As of December 31, 2024, we served more than 13,000 customers around the world across numerous commodity categories and with complex requirements in the food supply chain.
We offer a broad range of warehousing services and integrated solutions around the world for a variety of customers with complex requirements in the food supply chain. As of December 31, 2025, we served more than 11,000 customers around the world across numerous commodity categories and with complex requirements in the food supply chain.
In addition to salaries or hourly wages, our compensation programs, which are market-based, can include performance incentives for front-line workers, annual bonuses, share-based compensation awards, paid time off, retirement savings programs, healthcare and insurance benefits, health savings accounts, flexible work schedules, employee assistance programs, and tuition assistance.
In addition to salaries or hourly wages, our compensation programs, which are market-based, can include performance incentives for front-line workers, annual bonuses, share-based compensation awards, paid time off, retirement savings programs, healthcare and insurance benefits, health savings accounts, flexible work schedules, employee assistance programs, comprehensive wellbeing programs, tuition assistance, and team member recognition programs.
We anticipate the implementation of these operating principles will support NOI growth as we significantly expand internal certification in our portfolio from 78 warehouses certified out of 488 total warehouses as of December 31, 2024. We internally certify warehouses based on their progression across six categories—culture, standardized work, visual management, problem solving, just-in-time, and quality process.
We anticipate the implementation of these operating principles will support NOI growth as we significantly expand internal certification in our portfolio from 93 warehouses certified out of 501 total warehouses as of December 31, 2025. We internally certify warehouses based on their progression across six categories—culture, standardized work, visual management, problem solving, just-in-time, and quality process.
As of December 31, 2024, 44.0% of Lineage’s storage revenues were subject to minimum storage guarantees. Our customer base is loyal, with a weighted average customer relationship, including relationships with legacy companies we acquired, of over 30 years across our current top 25 customers based on revenues for the year ended December 31, 2024.
As of December 31, 2025, 46.1% of Lineage’s storage revenues were subject to minimum storage guarantees. Our customer base is loyal, with a weighted average customer relationship, including relationships with legacy companies we acquired, of over 30 years across our current top 25 customers based on revenues for the year ended December 31, 2025.
Further, we believe that automated facilities can significantly reduce energy intensity as compared to conventional facilities.
Further, we believe that automated warehouses can significantly reduce energy intensity as compared to conventional warehouses.
Globally (including the United States), approximately 16% (based on team members for whom we are able to ascertain union status) or 23% (assuming that the entire 7% of our team members for whom we are not able to ascertain union status due to applicable privacy or freedom of association laws are represented by labor unions and associations) of our total team members were represented by various local labor unions and associations.
Globally (including the United States), approximately 15% (based on team members for whom we are able to ascertain union status) or 22% (assuming that the entire 8% of our team members for whom we are not able to ascertain union status due to applicable privacy or freedom of association laws are represented by labor unions and associations) of our total team members were represented by various local labor unions and associations.
As of December 31, 2024, we operated an interconnected global temperature-controlled warehouse network, comprising approximately 86 million square feet and 3.1 billion cubic feet of capacity across 488 warehouses predominantly located in densely populated critical-distribution markets, with 313 in North America, 89 in Asia-Pacific, and 86 in Europe.
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.
For the year ended December 31, 2024, transportation and refrigerated rail car leasing together accounted for approximately 60% of our global integrated solutions segment revenue.
For the year ended December 31, 2025, transportation and refrigerated rail car leasing together accounted for approximately 57% of our global integrated solutions segment revenue.
Our business profile is highly diversified, which reduces risks to our cash flows from potential headwinds linked to any one facility, market, commodity, food consumption channel, or customer. We operate 488 facilities globally, with no facility accounting for more than 1.3% of revenues during the year ended December 31, 2024.
Our business profile is highly diversified, which reduces risks to our cash flows from potential headwinds linked to any one facility, market, commodity, food consumption channel, or customer. We operate 501 warehouses globally, with no facility accounting for more than 1.4% of revenues during the year ended December 31, 2025.
As of December 31, 2024, approximately 76% of our global warehousing segment revenue for the year ended December 31, 2024 flowed through one of our four Core WMS, excluding facilities leased to customers and managed facilities.
As of December 31, 2025, approximately 67% of our global warehousing segment revenue for the year ended December 31, 2025 flowed through one of our four Core WMS, excluding facilities leased to customers and managed warehouses.
Ownership of our Real Estate As of December 31, 2024, we owned approximately 80% of our global warehousing portfolio as a percentage of square feet, including ground leases and real estate for which we possess bargain purchase options, and we leased or managed approximately 20% of our global warehousing portfolio as a percentage of square feet.
Ownership of our Real Estate As of December 31, 2025, we owned approximately 80% of our global warehousing portfolio as a percentage of square feet, including real estate for which we possess bargain purchase options and buildings on sites where we have ground leases, and we leased or managed approximately 20% of our global warehousing portfolio as a percentage of square feet.
On a portfolio-wide basis, economic and physical occupancy rates and warehouse revenues generally peak between mid-September and early December in connection 6 with the holiday season and the peak harvest season in the northern hemisphere. Economic and physical occupancy rates and warehouse revenues on a portfolio-wide basis are generally the lowest during May and June.
On a portfolio-wide basis, economic and physical occupancy rates and warehouse revenues generally peak between mid-September and early December in connection with the holiday season and the peak harvest season in the northern hemisphere.
Our innovations have yielded 133 patents issued and 164 patents pending as of December 31, 2024, in such areas as facility design, methods and mechanisms for operating facilities, refrigeration and thermodynamic designs and cold-rated instrumentation.
Our innovations have yielded 169 patents issued and 134 patents pending as of December 31, 2025, in such areas as facility design, methods and mechanisms for operating facilities, refrigeration and thermodynamic designs and cold-rated instrumentation.
As of December 31, 2024, we had the following greenfield development and expansion projects under construction: Under Construction Projects Estimated Square Feet (in millions) Estimated Cubic Feet (in millions) Estimated Pallet Positions (in thousands) Estimated Total Cost (in millions) Remaining Spend (in millions) Year Ended December 31, 2024 Revenue Less Operating Expenses (in millions) Weighted Average Target NOI Yield 6 0.7 35 136 $312 $112 ($1) 11% No assurance can be given that we will complete any of these projects on the terms currently contemplated, or at all, that the actual cost or completion dates of any of these projects will not exceed our estimates or that the targeted NOI yield range of these projects will be consistent with our current projects.
As of December 31, 2025, we had the following greenfield development and expansion projects under construction: Under Construction Projects Estimated Square Feet (in millions) Estimated Cubic Feet (in millions) Estimated Pallet Positions (in thousands) Estimated Total Cost (in millions) Remaining Spend (in millions) Year Ended December 31, 2025 Revenue Less Operating Expenses (in millions) Weighted Average Target NOI Yield 9 1.9 144 443 $1,095 $679 ($3) 10% No assurance can be given that we will complete any of these projects on the terms currently contemplated, or at all, that the actual cost or completion dates of any of these projects will not exceed our estimates or that the targeted NOI yield range of these projects will be consistent with our current projects.
The geographic distribution of our team members as of December 31, 2024 is summarized in the following table: Region Number of team members (in thousands) Percentage of workforce North America 18 68.8 % Europe 5 21.2 % Asia-Pacific 3 10.0 % Total 26 100.0 % As of December 31, 2024, fewer than 5% of our approximately 16,000 team members in the United States were represented by various local labor unions and associations.
The geographic distribution of our team members as of December 31, 2025 is summarized in the following table: Region Number of team members (in thousands) Percentage of workforce North America 17 70.9 % Europe 5 20.8 % Asia-Pacific 2 8.3 % Total 24 100.0 % As of December 31, 2025, fewer than 5% of our approximately 16,000 team members in the United States were represented by various local labor unions and associations.
As of December 31, 2024, 90% of our debt is unsecured and 93% of our debt is fixed or interest rate hedged, and our total liquidity, including cash on hand and available revolver capacity, is $1.8 billion, supporting our external growth strategy.
As of December 31, 2025, 92% of our debt is unsecured and 83% of our debt is fixed or interest rate hedged, and our total liquidity, including cash on hand and available revolver capacity, is $1.9 billion, supporting our external growth strategy.
Insurance We carry insurance for the risks arising out of our business and operations, including coverage on all of our properties in an amount that we believe adequately covers any potential casualty losses.
We believe that our properties are currently in substantial compliance with all such regulatory requirements. Insurance We carry insurance for the risks arising out of our business and operations, including coverage on all of our properties in an amount that we believe adequately covers any potential casualty losses.
Approximately 32.2% of our total revenue for the year ended December 31, 2024 came from our top 25 customers. Our customer base was highly diversified, with no customer accounting for more than 3.5% of revenues for the year ended December 31, 2024.
Approximately 33.0% of our total revenue for the year ended December 31, 2025 came from our top 25 customers. Our customer base was highly diversified, with no customer accounting for more than 3.6% of revenues for the year ended December 31, 2025.
We look at wellbeing from a holistic perspective inclusive of physical and mental wellness and prioritize psychological safety in addition to physical safety. Inclusion and Belonging The range of our team members’ experiences and backgrounds is core to our innovative culture.
We look at wellbeing from a holistic perspective inclusive of physical and mental wellness and prioritize psychological safety in addition to physical safety. Inclusion and Belonging The range of our team members’ experiences, backgrounds, and perspectives is fundamental to our culture and supports our ability to innovate and operate effectively.
Our focus on energy efficiency in our portfolio reduces our operating costs and supports stronger and more predictable NOI margins and growth while also supporting our sustainability initiatives. Transform the industry through our data science driven approach to warehouse control and design.
Our focus on energy efficiency in our portfolio helps us to manage our operating costs and drive NOI margins and growth while also supporting our sustainability initiatives. Transform the industry through our data science driven approach to warehouse control and design.
At Lineage, our values define who we are and connect us to one another and to our work. We are striving to be the standard for honest, ethical, and responsible business in the temperature-controlled warehouse industry. To support this commitment, we recently adopted our refreshed Code of Conduct.
At Lineage, our values define who we are and connect us to one another and to our work. We are striving to be the standard for honest, ethical, and responsible business in the temperature-controlled warehouse industry.
We anticipate approximately 43% of the total added pallet positions of our facilities under construction as of December 31, 2024 will be fully automated.
We anticipate approximately 89% of the total added pallet positions of our warehouses under construction as of December 31, 2025 will be fully automated.
We believe we are an acquirer of choice in the industry, as demonstrated by our long history of executing strategic acquisitions through direct sourcing and long-term relationships with their owners.
We believe we are an acquirer of choice in the industry, as demonstrated by our long history of executing strategic acquisitions through direct sourcing and long-term relationships with their owners. We have extensive experience acquiring cold chain companies of all sizes.
Our global sustainability strategy allows us to buy power at a cheaper cost and monetize carbon credits to offset energy costs and is also supportive of our sustainability strategy. Through solar systems at our facilities, we had installed capacity of 146 megawatts of solar energy as of December 31, 2024.
Our energy strategy allows us to buy power at a cheaper cost and 14 monetize carbon credits to offset energy costs. Through solar systems at our facilities, we had installed capacity of 222 megawatts of solar energy as of December 31, 2025.
We believe we also have the largest automated temperature-controlled portfolio with 82 automated facilities, 25 of which are fully automated and 57 of which are semi-automated.
We believe we also have the largest automated temperature-controlled portfolio with 83 automated warehouses, 25 of which are fully automated and 58 of which are semi-automated.
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.
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. (2) For the year ended December 31, 2025.
Our productivity and process automation initiatives are supported by our in-house data science team, which is comprised of approximately 50 applied science and product professionals that provide data-driven business intelligence and innovations to maximize operational efficiencies, revenues, profitability, energy efficiency, and cash flows.
Our productivity and process automation initiatives are supported by our in-house data science team, which provides data-driven business intelligence and innovations to maximize operational efficiencies, revenues, profitability, energy efficiency, and cash flows.
Although we cannot predict the extent of our liabilities as a result of these incidents, we expect any related product damage claims to be covered by insurance, subject to applicable deductibles. Although our warehouses have risk management programs required by U.S.
Although we cannot predict the extent of our liabilities as a result of such incidents, we expect any related product damage claims to be covered by insurance, subject to applicable deductibles. Our warehouses have risk management programs required by U.S. Department of Labor Occupational Safety and Health Administration (“OSHA”), the EPA, and other regulatory agencies.
Since January 1, 2022 through December 31, 2024, we completed the following greenfield and expansion projects: Recently Completed Projects Square Feet (in millions) Cubic Feet (in millions) Pallet Positions (in thousands) Total Cost (in millions) (1) Year Ended December 31, 2024 Revenue Less Operating Expenses (in millions) Weighted Average Targeted NOI Yield 23 3.3 189 579 $1,031 $46 11% _________ (1) Includes approximately $2 million of remaining spend.
Since January 1, 2023 through December 31, 2025, we completed the following greenfield and expansion projects: Recently Completed Projects Square Feet (in millions) Cubic Feet (in millions) Pallet Positions (in thousands) Total Cost (in millions) (1) Year Ended December 31, 2025 Revenue Less Operating Expenses (in millions) Weighted Average Targeted NOI Yield 15 2.5 113 382 $757 $34 9% (1) Includes approximately $6 million of remaining spend.
(2) For the year ended December 31, 2024. 5 Our broad network of warehouses is weighted towards high population density markets and port locations, with a weighted average population density of approximately 3,000 persons per square mile and 244 port facilities across our network.
Our broad network of warehouses is weighted towards high population density markets and port locations, with a weighted average population density of approximately 3,000 persons per square mile and 248 port warehouses across our network.
We believe these technologies will support customer retention as we improve our responsiveness to our customers’ complex and evolving needs. Additionally, our general and administrative spend currently includes substantial growth and technology investments, which we refer to as transformational technology G&A, such as the development and subsequent deployment of our technology operating systems.
Additionally, our general and administrative spend currently includes substantial growth and technology investments, which we refer to as transformational technology G&A, such as the development and subsequent deployment of our technology operating systems.
Through December 31, 2024, Lineage Link had been rolled out across approximately 75% of our network, as measured by global warehousing segment revenues for the year ended December 31, 2024, and we are in the process of further growing its penetration. We believe the continued rollout of this tool and continued product enhancement will yield attractive future benefits.
Through December 31, 2025, Lineage Link had been rolled out across approximately 74% of our network, as measured by global warehousing segment revenues for the year ended December 31, 2025, and we are in the process of further growing its penetration.
We are an equal opportunity employer, with all qualified applicants receiving consideration for employment without regard to race, color, national origin, ancestry, religion, genetic information, physical or mental disability, marital status, age, sexual orientation or identification, gender, veteran status, political affiliation, physical appearance, or any other characteristic protected by federal, state or local law.
All qualified applicants and team members receive consideration without regard to race, color, national origin, ancestry, religion, genetic information, physical or mental disability, marital status, age, sexual orientation, gender identity or expression, veteran status, political affiliation, physical appearance, or any other characteristic protected by applicable federal, state, or local law.
We have also increased our unencumbered asset pool to over $19.4 billion as of December 31, 2024, which we believe provides us with the ability to upsize our facilities while maintaining future flexibility. We intend to preserve a flexible capital structure with an investment grade profile.
Substantially all of our assets are unencumbered as of December 31, 2025, which we believe provides us with the ability to upsize our facilities while maintaining future flexibility. We intend to preserve a flexible capital structure with an investment grade profile.
Capitalize on strategically attractive and financially accretive acquisition opportunities. The temperature-controlled warehousing sector remains highly fragmented and is generally comprised of many family-owned and independent companies that may lack the capital, technology, customer relationships, development expertise, technical knowledge, and management sophistication that we possess. We believe that ample acquisition opportunities remain in our largest market, the U.S.
The temperature-controlled warehousing sector remains highly fragmented and is generally comprised of many family-owned and independent companies that may lack the capital, technology, customer relationships, development expertise, technical knowledge, and management sophistication that we possess.
These innovations offer numerous ways to potentially grow our NOI, including through optimization of our conventional racking systems, algorithms that better allocate tasks in the warehouse and improvements in electricity consumption for blast freezing.
These innovations offer numerous ways to potentially grow our NOI, including through optimization of our conventional racking systems, algorithms that better allocate tasks in the warehouse and improvements in electricity consumption 11 for blast freezing. We believe that many of these innovations have now been successfully piloted and can be rolled out to other similar use cases.
Environmental Matters Our operations are subject to a wide range of environmental laws and regulations in each of the locations in which we operate, and compliance with these requirements involves expertise, significant capital and operating costs.
Environmental Matters Our operations are subject to a wide range of international, United States federal, state, and local environmental laws and regulations in each of the locations in which we operate, and compliance with these requirements involves expertise, significant capital expenditures, and operating costs. Most of our warehouses utilize anhydrous ammonia (“NH 3 ”) as a refrigerant.
Same Warehouse Growth We have a history of robust same warehouse growth with strong operating leverage and cash flow generation. We expect to organically grow our warehouse business through the following business initiatives: Maximize our same warehouse NOI growth through occupancy and commercial optimization initiatives. We seek to grow our same warehouse NOI through occupancy and commercial optimization initiatives.
Same Warehouse Growth We expect to organically grow our warehouse business through the following business initiatives: Maximize our same warehouse NOI growth through occupancy and commercial optimization initiatives. We seek to grow our same warehouse NOI through occupancy and commercial optimization initiatives.
Higher levels of throughput drive warehouse services revenues in our global warehousing segment, as customers are typically billed transactionally for these services.
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.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOur level of debt and the limitations imposed on us by our debt agreements could have significant adverse consequences, including the following: • our cash flow may be insufficient to meet our required principal and interest payments; • cash interest expense and financial covenants related to our indebtedness may limit or eliminate our ability to make distributions to our common stockholders; • we may be unable to borrow additional funds as needed or on favorable terms, which could, among other things, adversely affect our ability to capitalize upon investment opportunities or meet operational needs; • we may be unable to refinance our indebtedness at maturity or the refinancing terms may be less favorable than the terms of our original indebtedness; • because a portion of our debt bears interest at variable rates, increases in interest rates could increase our interest expense; • we may be unable to hedge floating rate debt, counterparties may fail to honor their obligations under any hedge agreements we enter into, such agreements may not effectively hedge interest rate fluctuation risk, and, upon the expiration of any hedge agreements we enter into, we would be exposed to then-existing market rates of interest and future interest rate volatility; • we may be forced to dispose of properties, possibly on unfavorable terms or in violation of certain covenants to which we may be subject; • we may default on our obligations and the lenders or mortgagees may foreclose on our properties or our interests in the entities that own the properties that secure their loans and receive an assignment of rents and leases; • we may be restricted from accessing some of our excess cash flow after debt service if certain of our customers fail to meet certain financial performance metric thresholds; • we may violate restrictive covenants in our loan documents, which would entitle the lenders to accelerate our debt obligations; and • our default under any loan with cross default provisions could result in a default on other indebtedness.
Biggest changeOur level of debt and the limitations imposed on us by our debt agreements could have significant adverse consequences, including the following: • our cash flow may be insufficient to meet our required principal and interest payments; • cash interest expense and financial covenants related to our indebtedness may limit or eliminate our ability to make distributions to our common stockholders; • we may be unable to borrow additional funds as needed or on favorable terms, which could, among other things, adversely affect our ability to capitalize upon investment opportunities or meet operational needs; • we may be unable to refinance our indebtedness at maturity or the refinancing terms may be less favorable than the terms of our original indebtedness; • in order to service our debt or to meet our covenants, we may be forced to dispose of properties or issue equity, possibly at unfavorable terms; • we may default on our obligations and the lenders or mortgagees may foreclose on our properties or our interests in the entities that own the properties that secure their loans and receive an assignment of rents and leases; • we may violate restrictive covenants in our loan documents, which would entitle the lenders to accelerate our debt obligations; and • our default under any loan with cross default provisions could result in a default on other indebtedness.
Additional risks related to our business and operations as a result of climate change include physical and transition risks such as: • higher energy costs as a result of extreme weather events, extreme temperatures or increased demand for limited resources; • utility disruptions or outages due to demand or stress on electrical grids resulting from extreme weather events; • limited availability of water and higher costs due to limited sources and droughts; • higher materials cost due to limited availability and environmental impacts of extraction and processing of raw materials and production of finished goods; • lost revenue or increased expense as a result of higher insurance costs, potential uninsured or under insured losses, diminished customer retention stemming from extreme weather events or resource availability constraints; • reduced storage revenue due to crop damage or failure or to reduced protein production as a result of extreme weather events; • decreased occupancy in certain regions as a result of global shifts in shipping routes to account for droughts, such as the ongoing drought in Panama, and extreme weather events; • delays during transit of customers’ products resulting from natural disasters or extreme weather events; and • spoiled, damaged or destroyed customer inventory as a result of natural disasters or other serious disruptions caused by fire, earthquakes.
Additional risks related to our business and operations as a result of climate change include physical and transition risks such as: • higher energy costs as a result of extreme weather events, extreme temperatures, or increased demand for limited resources; • utility disruptions or outages due to demand or stress on electrical grids resulting from extreme weather events; • limited availability of water and higher costs due to limited sources and droughts; • higher materials cost due to limited availability and environmental impacts of extraction and processing of raw materials and production of finished goods; • lost revenue or increased expense as a result of higher insurance costs, potential uninsured or under insured losses, diminished customer retention stemming from extreme weather events or resource availability constraints; • reduced storage revenue due to crop damage or failure or to reduced protein production as a result of extreme weather events; • decreased occupancy in certain regions as a result of global shifts in shipping routes to account for droughts, such as the ongoing drought in Panama, and extreme weather events; • delays during transit of customers’ products resulting from natural disasters or extreme weather events; and • spoiled, damaged, or destroyed customer inventory as a result of natural disasters or other serious disruptions caused by fire or earthquakes.
We believe that our operating partnership is organized and will be operated in a manner so as to be treated as a partnership, and not an association or publicly traded partnership taxable as a corporation, for U.S. federal income tax purposes. As a partnership, our operating partnership will not be subject to U.S. federal income tax on its income.
We believe that our operating partnership is organized and is operated in a manner so as to be treated as a partnership, and not an association or publicly traded partnership taxable as a corporation, for U.S. federal income tax purposes. As a partnership, our operating partnership will not be subject to U.S. federal income tax on its income.
If we fail to qualify as a REIT in any taxable year, and are unable to obtain relief under certain statutory provisions, we will face material tax consequences that will substantially reduce the funds available for distributions to our stockholders because: • we would be subject to regular United States federal corporate income tax on our net income for the years we did not qualify for taxation as a REIT (and, for such years, would not be allowed a deduction for dividends paid to stockholders in computing our taxable income); • we could be subject to a federal alternative minimum tax and possibly increased state and local taxes for such periods; • unless we are entitled to relief under applicable statutory provisions, neither we nor any “successor” company could elect to be taxed as a REIT until the fifth taxable year following the year during which we were disqualified; and • for five years following re-election of REIT status, upon a taxable disposition of an asset owned as of such re-election, we could be subject to tax with respect to any built-in gain inherent in such asset at the time of re-election.
If we fail to qualify as a REIT in any taxable year, and are unable to obtain relief under certain statutory provisions, we will face material tax consequences that will substantially reduce the funds available for distributions to our stockholders because: • we would be subject to regular United States federal corporate income tax on our net income for the years we did not qualify for taxation as a REIT (and, for such years, would not be allowed a deduction for dividends paid to stockholders in computing our taxable income); 54 • we could be subject to a federal alternative minimum tax and possibly increased state and local taxes for such periods; • unless we are entitled to relief under applicable statutory provisions, neither we nor any “successor” company could elect to be taxed as a REIT until the fifth taxable year following the year during which we were disqualified; and • for five years following re-election of REIT status, upon a taxable disposition of an asset owned as of such re-election, we could be subject to tax with respect to any built-in gain inherent in such asset at the time of re-election.
The real estate market is affected by many factors that are beyond our control, and revenues from, and the value of, our properties may be materially and adversely affected by: • changes in the national, international or local economic climate; • availability, cost, and terms of financing; • technological changes, such as expansion of e-commerce, reconfiguration of supply chains, automation, robotics or other technologies; • the attractiveness of our properties to potential customers; • inability to collect storage charges, rent, and other fees from customers; • the ongoing need for, and significant expense of, capital improvements and addressing obsolescence in a timely manner, particularly in older structures; • changes in supply of, or demand for, similar or competing properties in an area; • customer retention and turnover; • excess supply in the market area; • availability of labor and transportation to service our sites; • financial difficulties, defaults or bankruptcies by our customers; • changes in operating costs and expenses and a general decrease in real estate property rental rates; 44 • changes in or increased costs of compliance with governmental rules, regulations and fiscal policies, including changes in tax, real estate, environmental and zoning laws, and our potential liability thereunder; • our ability to provide adequate maintenance and insurance; • changes in the cost or availability of insurance, including coverage for mold or asbestos; • unanticipated changes in costs associated with known adverse environmental conditions, newly discovered environmental conditions and retained liabilities for such conditions; • changes in interest rates or other changes in monetary policy; • disruptions in the global supply-chain caused by political, regulatory or other factors such as terrorism, political instability and public health crises; and • civil unrest, acts of war, terrorist attacks and natural disasters, including earthquakes and floods, which may result in uninsured and underinsured losses.
The real estate market is affected by many factors that are beyond our control, and revenues from, and the value of, our properties may be materially and adversely affected by: • changes in the national, international or local economic climate; • availability, cost, and terms of financing; • technological changes, such as expansion of e-commerce, reconfiguration of supply chains, automation, robotics or other technologies; • the attractiveness of our properties to potential customers; • inability to collect storage charges, rent, and other fees from customers; • the ongoing need for, and significant expense of, capital improvements and addressing obsolescence in a timely manner, particularly in older structures; • changes in supply of, or demand for, similar or competing properties in an area; • customer retention and turnover; • excess supply in the market area; • availability of labor and transportation to service our sites; • financial difficulties, defaults or bankruptcies by our customers; • changes in operating costs and expenses and a general decrease in real estate property rental rates; • changes in or increased costs of compliance with governmental rules, regulations and fiscal policies, including changes in tax, real estate, environmental and zoning laws, and our potential liability thereunder; • our ability to provide adequate maintenance and insurance; • changes in the cost or availability of insurance, including coverage for mold or asbestos; 38 • unanticipated changes in costs associated with known adverse environmental conditions, newly discovered environmental conditions and retained liabilities for such conditions; • changes in interest rates or other changes in monetary policy; • disruptions in the global supply-chain caused by political, regulatory or other factors such as terrorism, political instability, and public health crises; and • civil unrest, acts of war, terrorist attacks, and natural disasters, including earthquakes and floods, which may result in uninsured and underinsured losses.
Certain provisions of the MGCL may have the effect of inhibiting a third-party from acquiring us or of impeding a change of control under circumstances that otherwise could provide our common stockholders with the opportunity to realize a premium over the then-prevailing market price of such shares, including: • “business combination” provisions that, subject to limitations, prohibit certain business combinations between an “interested stockholder” (defined generally as any person who beneficially owns, directly or indirectly, 10% or more of the voting power of our outstanding shares of voting stock or an affiliate or associate of the corporation who, at any time within the two-year period immediately prior to the date in question, was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then outstanding stock of the corporation) or an affiliate of any interested 54 stockholder and us for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter imposes two super-majority stockholder voting requirements on these combinations; and • “control share” provisions that provide that holders of “control shares” of our company (defined as voting shares of stock that, if aggregated with all other shares of stock owned or controlled by the acquirer, would entitle the acquirer to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of issued and outstanding “control shares”) have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all of the votes entitled to be cast on the matter, excluding all interested shares.
Certain provisions of the MGCL may have the effect of inhibiting a third-party from acquiring us or of impeding a change of control under circumstances that otherwise could provide our common stockholders with the opportunity to realize a premium over the then-prevailing market price of such shares, including: • “business combination” provisions that, subject to limitations, prohibit certain business combinations between an “interested stockholder” (defined generally as any person who beneficially owns, directly or indirectly, 10% or more of the voting power of our outstanding shares of voting stock or an affiliate or associate of the corporation who, at any time within the two-year period immediately prior to the date in question, was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then outstanding stock of the corporation) or an affiliate of any interested stockholder and us for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter imposes two super-majority stockholder voting requirements on these combinations; and • “control share” provisions that provide that holders of “control shares” of our company (defined as voting shares of stock that, if aggregated with all other shares of stock owned or controlled by the acquirer, would entitle the acquirer to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of issued and outstanding “control shares”) have no voting 48 rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all of the votes entitled to be cast on the matter, excluding all interested shares.
If the IRS were to determine that Lineage, Inc. or its applicable Subsidiary REIT acquired non-REIT earnings and profits from a corporation that Lineage, Inc. or its applicable Subsidiary REIT failed to distribute prior to the end of the taxable year in which the carry-over basis transaction occurred, Lineage, Inc. or its applicable Subsidiary REIT could avoid disqualification as a REIT by paying a “deficiency dividend.” Under these procedures, Lineage, Inc. or its applicable Subsidiary REIT generally would be required to (i) pay a statutory interest charge at a specified rate to the IRS on 50% of any such non-REIT earnings and profits and (ii) distribute any such non-REIT earnings and profits (less any interest charge paid to the IRS) to its stockholders within 90 days of the determination.
If the IRS were to determine that Lineage, Inc. or its applicable Subsidiary REIT acquired non-REIT earnings and profits from a corporation that Lineage, Inc. or its applicable Subsidiary REIT failed to distribute prior to the end of the taxable year in which the carry-over basis transaction occurred, Lineage, Inc. or its applicable Subsidiary REIT could avoid disqualification as a REIT by paying a “deficiency dividend.” Under these procedures, Lineage, Inc. or its applicable Subsidiary REIT generally would 58 be required to (i) pay a statutory interest charge at a specified rate to the IRS on 50% of any such non-REIT earnings and profits and (ii) distribute any such non-REIT earnings and profits (less any interest charge paid to the IRS) to its stockholders within 90 days of the determination.
Some of the factors that could negatively affect our share price or result in fluctuations in the market price or trading volume of shares of our common stock include: • actual or anticipated declines in our quarterly operating results or distributions; • changes in government regulations; • changes in laws affecting REITs and related tax matters; • the announcement of new contracts by us or our competitors; • reductions in our FFO, Core FFO, Adjusted FFO or earnings estimates; • publication of research reports about us or the real estate industry; • increases in market interest rates that lead purchasers of shares of our common stock to demand a higher yield; 57 • future equity issuances, or the perception that they may occur, including issuances of common stock upon exercise or vesting of equity awards or redemption of OP units; • changes in market valuations of similar companies; • adverse market reaction to any increased indebtedness we incur in the future; • additions or departures of key management personnel; • actions by institutional stockholders; • differences between our actual financial and operating results and those expected by investors and analysts; • changes in analysts’ recommendations or projections; • speculation in the press or investment community; and • the realization of any of the other risk factors presented herein.
Some of the factors that could negatively affect our share price or result in fluctuations in the market price or trading volume of shares of our common stock include: • actual or anticipated declines in our quarterly operating results or distributions; • changes in government regulations; • changes in laws affecting REITs and related tax matters; • the announcement of new contracts by us or our competitors; • reductions in our FFO, Core FFO, Adjusted FFO or earnings estimates; • publication of research reports about us or the real estate industry; • increases in market interest rates that lead purchasers of shares of our common stock to demand a higher yield; • future equity issuances, or the perception that they may occur, including issuances of common stock upon exercise or vesting of equity awards or redemption of OP units; • changes in market valuations of similar companies; 51 • adverse market reaction to any increased indebtedness we incur in the future; • additions or departures of key management personnel; • actions by institutional stockholders; • differences between our actual financial and operating results and those expected by investors and analysts; • changes in analysts’ recommendations or projections; • speculation in the press or investment community; and • the realization of any of the other risk factors presented herein.
Under various federal, state and local laws and regulations related to the environment, as a current or former owner or operator of real 45 property, we may be liable for costs and damages resulting from environmental matters, including the presence or discharge of hazardous or toxic substances, waste or petroleum products at, on, in, under or migrating from such property, including costs to investigate or clean up such contamination and liability for personal injury, property damage or harm to natural resources.
Under various federal, state and local laws and regulations related to the environment, as a current or former owner or operator of real property, we may be liable for costs and damages resulting from environmental matters, including the presence or discharge of hazardous or toxic substances, waste or petroleum products at, on, in, under or migrating from such property, including costs to investigate or clean up such contamination and liability for personal injury, property damage or harm to natural resources.
Our ability to accomplish these objectives is dependent upon several factors, including, among others: • the cost of and demand for leases or ownership of newer or specific-use railcar types; • the general availability in the market of competing used or new railcars; • the degree of obsolescence of leased or unleased railcars, including railcars subject to regulatory obsolescence; • the prevailing market and economic conditions, including the availability of credit, interest rates, and inflation rates; • the market demand or governmental mandate for refurbishment; and • the volume and nature of railcar traffic and loadings.
Our ability to accomplish these objectives is dependent upon several factors, including, among others: • the cost of and demand for leases or ownership of newer or specific-use railcar types; 33 • the general availability in the market of competing used or new railcars; • the degree of obsolescence of leased or unleased railcars, including railcars subject to regulatory obsolescence; • the prevailing market and economic conditions, including the availability of credit, interest rates, and inflation rates; • the market demand or governmental mandate for refurbishment; and • the volume and nature of railcar traffic and loadings.
Moreover, if we do engage in currency exchange rate hedging activities, any income recognized with respect to these hedges (as well as any foreign currency gain recognized with respect to changes in exchange rates) may not qualify under the 75% gross income test or the 95% gross income test that we must satisfy annually in order to qualify as a REIT under the Internal Revenue Code of 1986, as amended, or the Code.
Moreover, if we do engage in currency exchange rate hedging activities, any income recognized with respect to these hedges (as well as any foreign currency gain recognized with respect to changes in exchange rates) may not qualify under the 75% gross income test or the 95% gross income test that we must satisfy annually in order to qualify as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”).
Further, bank accounts in a foreign currency which are not considered cash or cash equivalents may adversely affect our status as a REIT. Moreover, there can be no assurance that our hedging arrangements will qualify for hedge accounting or that our hedging activities will have the desired beneficial impact on our results of operations or cash flows.
Further, bank accounts in a foreign currency which are not considered cash or 31 cash equivalents may adversely affect our status as a REIT. Moreover, there can be no assurance that our hedging arrangements will qualify for hedge accounting or that our hedging activities will have the desired beneficial impact on our results of operations or cash flows.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Outstanding Indebtedness.” We expect to meet our repayment requirements primarily through financing activity or net cash from operating activities. Our organizational documents contain no limitations regarding the maximum level of indebtedness that we may incur or keep outstanding.
See “Management’s Discussion and Analysis of Financial Condition and 44 Results of Operations—Liquidity and Capital Resources—Outstanding Indebtedness.” We expect to meet our repayment requirements primarily through financing activity or net cash from operating activities. Our organizational documents contain no limitations regarding the maximum level of indebtedness that we may incur or keep outstanding.
Marchetti and Forste and their 56 respective personal holding entities to prevent them from recognizing gain as a result of any negative tax capital account or insufficient debt allocation, provided that such amount of debt shall not be required to exceed the amount allocable to the parties immediately following our IPO, subject to certain exceptions.
Marchetti and Forste and their respective personal holding entities to prevent them from recognizing gain as a result of any negative tax capital account or insufficient debt allocation, provided that such amount of debt shall not be required to exceed the amount allocable to the parties immediately following our IPO, subject to certain exceptions.
Some of these possible changes include increasingly stringent fuel emission limits, including potential limits on carbon emissions, changes in the regulations that govern the amount of time a driver 37 may drive or work in any specific period, classification of independent drivers, “restart” rules, limits on vehicle weight and size and other matters including safety requirements.
Some of these possible changes include increasingly stringent fuel emission limits, including potential limits on carbon emissions, changes in the regulations that govern the amount of time a driver may drive or work in any specific period, classification of independent drivers, “restart” rules, limits on vehicle weight and size and other matters including safety requirements.
Accordingly, you do not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance requirements. We have and expect to continue to incur significantly increased costs as a result of operating as a newly public company, and our management is required to devote substantial time and attention to compliance efforts.
Accordingly, you do not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance requirements. We have and expect to continue to incur increased costs as a result of operating as a newly public company, and our management is required to devote substantial time and attention to compliance efforts.
If the outstanding balance of the indebtedness secured by the mortgage exceeds our tax basis in the property, we would recognize 52 taxable income on foreclosure, but would not receive any cash proceeds, which could materially and adversely affect us, including hindering our ability to meet the REIT distribution requirements imposed by the Code.
If the outstanding balance of the indebtedness secured by the mortgage exceeds our tax basis in the property, we would recognize taxable income on foreclosure, but would not receive any cash proceeds, which could materially and adversely affect us, including hindering our ability to meet the REIT distribution requirements imposed by the Code.
Additionally, ineffective disclosure controls and procedures could also adversely affect our ability to prevent or detect fraud, harm our reputation and cause 41 investors to lose confidence in our reports filed with, or submitted to, the SEC, which would likely have a negative effect on the market price of our common stock.
Additionally, ineffective disclosure controls and procedures could also adversely affect our ability to prevent or detect fraud, harm our reputation and cause investors to lose confidence in our reports filed with, or submitted to, the SEC, which would likely have a negative effect on the market price of our common stock.
Initial timetables for the introduction and development of new lines of business and/or new services may not be achieved, and price and profitability targets may not prove feasible. External factors, such as compliance with regulations, competitive alternatives and shifting market preferences, may also impact the successful implementation of a new line of business or a new service.
Initial timetables for the introduction and development of new lines of business and/or new services may not be achieved, and price and profitability targets may not prove feasible. External factors, 25 such as compliance with regulations, competitive alternatives and shifting market preferences, may also impact the successful implementation of a new line of business or a new service.
Any loss of services or product damage could reduce the confidence of our customers in our services and could consequently impair our ability to attract and retain customers. Additionally, in the event of the complete failure of our refrigeration equipment, we would incur significant costs in repairing or replacing our refrigeration equipment, which may not be covered by insurance.
Any loss of services or product damage could reduce the confidence of our customers in our services and could consequently impair our ability to attract and retain customers. Additionally, in the event of the complete failure of our refrigeration equipment, we would incur significant costs in repairing or replacing our refrigeration equipment, which may not be 34 covered by insurance.
There can be no assurance that future laws, ordinances, or regulations will not impose new material environmental obligations or costs, including the potential effects of 46 climate change or new climate change regulations, and future changes in environmental laws or in the interpretation of those laws, including stricter requirements affecting our operations, could result in increased capital and operating costs.
There can be no assurance that future laws, ordinances, or regulations will not impose new material environmental obligations or costs, including the potential effects of climate change or new climate change regulations, and future changes in environmental laws or in the interpretation of those laws, including stricter requirements affecting our operations, could result in increased capital and operating costs.
Any such losses could materially and 48 adversely affect us. In addition, we may have no source of funding to repair or reconstruct the damaged property, and we cannot assure you that any such sources of funding will be available to us for such purposes in the future on favorable terms or at all.
Any such losses could materially and adversely affect us. In addition, we may have no source of funding to repair or reconstruct the damaged property, and we cannot assure you that any such sources of funding will be available to us for such purposes in the future on favorable terms or at all.
Any of the above could materially and adversely affect the value of our current joint venture investment or any future joint venture investments and potentially have a material adverse effect on us. 50 Risks Related to Our Indebtedness We have significant indebtedness outstanding, which may expose us to the risk of default under our debt obligations.
Any of the above could materially and adversely affect the value of our current joint venture investment or any future joint venture investments and potentially have a material adverse effect on us. Risks Related to Our Indebtedness We have significant indebtedness outstanding, which may expose us to the risk of default under our debt obligations.
The occurrence of any of these events could materially and adversely affect us. Furthermore, foreclosures could create taxable income without accompanying cash proceeds, which could hinder our ability to meet the REIT distribution requirements imposed by the Code. Increases in interest rates could increase the amount of our debt payments.
The occurrence of any of these events could materially and adversely affect us. Furthermore, foreclosures could create taxable income without accompanying cash proceeds, which could hinder our ability to meet the REIT distribution requirements imposed by the Code. Increases in interest rates could increase the amount of our debt payments and interest expense.
Furthermore, the burden on management and our IT of introducing any 28 new line of business and/or new service could have a significant impact on the effectiveness of our system of internal controls. Failure to successfully manage these risks in the development and implementation of new lines of business or new services could have a material adverse effect on us.
Furthermore, the burden on management and our IT of introducing any new line of business and/or new service could have a significant impact on the effectiveness of our system of internal controls. Failure to successfully manage these risks in the development and implementation of new lines of business or new services could have a material adverse effect on us.
Consequently, we could recognize substantial amounts of REIT taxable income and would be required to distribute such income to you in a year in which we are not profitable under GAAP or other economic measures. Our qualification as a REIT could be jeopardized as a result of an interest in joint ventures.
Consequently, we could recognize substantial amounts of REIT taxable income and would be required to distribute such income to you in a year in which we are not profitable under GAAP or other economic measures. 57 Our qualification as a REIT could be jeopardized as a result of an interest in joint ventures.
We cannot assure you that any of our markets will grow, not experience adverse developments or that underlying real estate fundamentals will be favorable to owners and operators of service-oriented or experience-based properties. Our operations may also be affected if competing properties are built in our markets.
We cannot assure you that any of our markets will grow, not experience adverse developments or that 20 underlying real estate fundamentals will be favorable to owners and operators of service-oriented or experience-based properties. Our operations may also be affected if competing properties are built in our markets.
Should we desire to terminate a hedging agreement, there could be significant costs and cash requirements involved 35 to fulfill our obligation under the hedging agreement. Failure to hedge effectively against foreign exchange rates, interest rates and power cost changes could have a material adverse effect on us.
Should we desire to terminate a hedging agreement, there could be significant costs and cash requirements involved to fulfill our obligation under the hedging agreement. Failure to hedge effectively against foreign exchange rates, interest rates and power cost changes could have a material adverse effect on us.
In the event that any of our properties incurs a casualty loss that is not covered by insurance (in part or at all), the value of our assets will be reduced by the amount of any such uninsured loss, and we could experience a significant loss of capital invested and potential revenues in these properties.
In the event that any of our properties incurs a casualty loss that is not covered by 42 insurance (in part or at all), the value of our assets will be reduced by the amount of any such uninsured loss, and we could experience a significant loss of capital invested and potential revenues in these properties.
The Americans with Disabilities Act of 1990, as amended, or the ADA, generally requires that public buildings, including portions of our warehouses, be made accessible to disabled persons. Noncompliance could result in the imposition of fines by the federal government or the award of damages to private litigants.
The Americans with Disabilities Act of 1990, as amended, or the ADA, generally requires that public buildings, including portions of our warehouses, be made accessible to disabled persons. Noncompliance could result in the imposition of fines by the 43 federal government or the award of damages to private litigants.
As a result of this lower aggregate tax basis, our operating partnership will recognize higher taxable gain upon the sale of these assets and our operating partnership will be entitled to lower depreciation deductions on these assets than if it had purchased these assets in taxable transactions at the time of the 61 acquisition.
As a result of this lower aggregate tax basis, our operating partnership will recognize higher taxable gain upon the sale of these assets and our operating partnership will be entitled to lower depreciation deductions on these assets than if it had purchased these assets in taxable transactions at the time of the acquisition.
In addition, we may elect to retain and pay income tax on our net long-term capital gain. In that case, if we so elect, a stockholder would be taxed on its proportionate share of our undistributed long-term gain and would receive 62 a credit or refund for its proportionate share of the tax we paid.
In addition, we may elect to retain and pay income tax on our net long-term capital gain. In that case, if we so elect, a stockholder would be taxed on its proportionate share of our undistributed long-term gain and would receive a credit or refund for its proportionate share of the tax we paid.
Some statements in the following risk factors constitute forward-looking statements. Please refer to the section in this Annual Report entitled “Special Note Regarding Forward-Looking Statements.” Summary of Risk Factors You should carefully consider the matters discussed in Item 1A. Risk Factors of this Annual Report for factors you should consider before investing in our common stock.
Some statements in the following risk factors constitute forward-looking statements. Please refer to the section in this Annual Report entitled “Special Note Regarding Forward-Looking Statements.” 18 Summary of Risk Factors You should carefully consider the matters discussed in Item 1A. Risk Factors of this Annual Report for factors you should consider before investing in our common stock.
In addition, our customers’ operations are subject to labor shortages and disruptions that could continue to negatively impact their production capability, resulting in reduced volume of product for storage. In addition, labor shortages and disruptions impacting the transportation industry may hamper the timely movement of goods into and out of our warehouses.
In addition, our customers’ operations are subject to labor shortages and disruptions that could negatively impact their production capability, resulting in reduced volume of product for storage. In addition, labor shortages and disruptions impacting the transportation industry may hamper the timely movement of goods into and out of our warehouses.
Our integrated solutions business depends on the performance of our global warehousing business. Our integrated solutions business complements our global warehousing services. For example, within transportation, which is the largest area within our integrated solutions business, our core focus areas are multi-vendor less-than-full-truckload consolidation, transportation brokerage and drayage services to and from ports.
Our integrated solutions business depends on the performance of our global warehousing business. Our integrated solutions business complements our global warehousing services. For example, within transportation, which is the largest area within our integrated solutions business, our core focus areas are multi-vendor less-than-full-truckload 24 consolidation, transportation brokerage and drayage services to and from ports.
Our international operations and properties 32 could be affected by factors specific to the laws, regulations and business practices of the jurisdictions in which our warehouses are located. These laws, regulations and business practices expose us to risks that are different than or in addition to those commonly found in the United States.
Our international operations and properties could be affected by factors specific to the laws, regulations and business practices of the jurisdictions in which our warehouses are located. These laws, regulations and business practices expose us to risks that are different than or in addition to those commonly found in the United States.
The bankruptcy, insolvency or financial deterioration of our significant customers, could materially and adversely affect us. In addition, some of our significant customers also utilize our integrated solutions, and a loss of 34 such customer as a warehouse customer would also impact our integrated solutions segment, thereby exacerbating the risks described above.
The bankruptcy, insolvency or financial deterioration of our significant customers, could materially and adversely affect us. In addition, some of our significant customers also utilize our integrated solutions, and a loss of such customer as a warehouse customer would also impact our integrated solutions segment, thereby exacerbating the risks described above.
Such competition may affect our profitability in respect of our integrated solutions services and our intended expansion of such services. In addition, such competition could make it difficult to gain new customers and expand our business with existing customers, which could impede our utilization initiatives to increase physical occupancy.
Such competition may affect our profitability in respect of our integrated solutions services and our intended expansion of such services. In addition, such competition could make it difficult to gain new customers and expand our business with existing customers, which could continue to impede our utilization initiatives to increase physical occupancy.
Therefore, in the event of our bankruptcy, liquidation or reorganization, our assets and those of our operating partnership and its subsidiaries will be able to satisfy the claims of our stockholders only after all of our and our operating partnership’s and its subsidiaries’ liabilities and obligations have been paid in full.
Therefore, in the event of our bankruptcy, liquidation or reorganization, our assets and those of our operating 49 partnership and its subsidiaries will be able to satisfy the claims of our stockholders only after all of our and our operating partnership’s and its subsidiaries’ liabilities and obligations have been paid in full.
In connection with the obligation to maintain sufficient liability allocations, if we or our operating partnership believes insufficient liabilities may be allocated to Messrs. Marchetti and Forste and their respective personal holding entities, we shall, and shall cause our subsidiaries to, provide Messrs.
In connection with the obligation to maintain sufficient liability allocations, if we or our operating partnership believes insufficient liabilities may be allocated to Messrs. Marchetti and Forste 50 and their respective personal holding entities, we shall, and shall cause our subsidiaries to, provide Messrs.
We have acquired and continue to acquire companies with cybersecurity vulnerabilities and unsophisticated security measures, which exposes us to cybersecurity, operational, and financial risks, including where the IT systems of such companies have not been fully integrated into Lineage’s networks.
We have acquired and continue to acquire companies with cybersecurity vulnerabilities and unsophisticated security measures, which exposes us to 26 cybersecurity, operational, and financial risks, including where the IT systems of such companies have not been fully integrated into Lineage’s networks.
As newer warehouses and equipment come onto the market, we may lose existing or potential customers, and we may be pressured to reduce our rent and storage and other fees below 33 those we currently charge in order to retain customers.
As newer warehouses and equipment come onto the market, we may lose existing or potential customers, and we may be pressured to reduce our rent and storage and other fees below those we currently charge in order to retain customers.
Any material expenditures, fines or damages imposed on our 49 customers or us could directly or indirectly have a material adverse effect on us. In addition, changes in these governmental laws and regulations, or their interpretation by agencies and courts, could occur.
Any material expenditures, fines or damages imposed on our customers or us could directly or indirectly have a material adverse effect on us. In addition, changes in these governmental laws and regulations, or their interpretation by agencies and courts, could occur.
The property taxes on our assets may increase as property tax rates change or as our assets are assessed or reassessed by taxing authorities. Therefore, the amount of property taxes we pay in the future may increase substantially from what we have paid in the past.
The property taxes on our assets may increase as property tax rates change or as our assets are assessed or reassessed by taxing authorities. Therefore, the amount of property taxes we pay in the future may increase substantially from 55 what we have paid in the past.
Expansion and development activities will subject us to certain risks not present in the acquisition of existing properties (the risks of which are described below), including, without limitation, the following: • our pipeline of expansion and development opportunities is at various stages of discussion and consideration and, based on historical experiences, many of them may not be pursued or completed as contemplated or at all; • the availability and timing of financing on favorable terms or at all; • the availability and timely receipt of environmental studies and entitlement, zoning and regulatory approvals, which could result in increased costs and could require us to abandon our activities entirely with respect to any given warehouse for which we are unable to obtain permits or authorizations; • the cost and timely completion within budget of construction due to increased land, materials, equipment, labor or other costs (including risks beyond our control, such as strikes, uninsurable losses, weather or labor conditions, material shortages, or increased costs resulting from the imposition of tariffs), which could make completion of any given warehouse or the expansion thereof uneconomical, and we may not be able to increase revenues to compensate for the increase in construction costs; • inability to complete construction of a warehouse or the expansion thereof on schedule due to the availability of labor, equipment or materials or other factors outside of our control, resulting in increased debt service expense and construction costs; • supply chain disruptions or delays in receiving materials or support from vendors or contractors could impact the timing of stabilization of expansion and development projects; • the potential that we may expend funds on and devote management time and attention to projects which we do not complete; • newly developed properties do not have an operating history that would allow objective pricing decisions in determining whether to invest our capital in such properties; • market conditions may change during the course of development, which may make such development less attractive than at the time it was commenced; • a completed expansion project or a newly-developed warehouse may fail to achieve, or take longer than anticipated to achieve, expected occupancy rates and may fail to perform as expected; • inability to successfully integrate expanded or newly-developed properties; • projects to automate our existing or new warehouses may not perform as expected or achieve the anticipated operational efficiencies; and • inability to achieve targeted returns and budgeted stabilized returns on invested capital on our expansion and development opportunities due to the risks described above, and an expansion or development may not be profitable and could lose money.
Expansion and development activities will subject us to certain risks not present in the acquisition of existing properties (the risks of which are described below), including, without limitation, the following: • our pipeline of expansion and development opportunities is at various stages of discussion and consideration and, based on historical experiences, many of them may not be pursued or completed as contemplated or at all; • the availability and timing of financing on favorable terms or at all; • the availability and timely receipt of environmental studies and entitlement, zoning and regulatory approvals, which could result in increased costs and could require us to abandon our activities entirely with respect to any given warehouse for which we are unable to obtain permits or authorizations; • the cost and timely completion within budget of construction due to increased land, materials, equipment, labor or other costs (including risks beyond our control, such as strikes, uninsurable losses, weather or labor conditions, material shortages, or increased costs resulting from the imposition of tariffs), which could make completion of any given warehouse or the expansion thereof uneconomical, and we may not be able to increase revenues to compensate for the increase in construction costs; • inability to complete construction of a warehouse or the expansion thereof on schedule due to the availability of labor, equipment or materials or other factors outside of our control, resulting in increased debt service expense and construction costs; • supply chain disruptions or delays in receiving materials or support from vendors or contractors could impact the timing of stabilization of expansion and development projects; • newly developed properties do not have an operating history that would allow objective pricing decisions in determining whether to invest our capital in such properties; • market conditions may change during the course of development, which may make such development less attractive than at the time it was commenced; • a completed expansion project or a newly-developed warehouse may fail to achieve, or take longer than anticipated to achieve, expected occupancy rates and may fail to perform as expected; • inability to successfully integrate expanded or newly-developed properties; • projects to automate our existing or new warehouses may not perform as expected or achieve the anticipated operational efficiencies; and • inability to achieve targeted returns and budgeted stabilized returns on invested capital on our expansion and development opportunities due to the risks described above, and an expansion or development may not be profitable and could lose money.
Pursuant to the coordinated settlement process that will occur for up to three years following our IPO, all of the shares of our common stock outstanding immediately prior to our IPO will transition from the control of BGLH and all of the Legacy OP 59 Units will transition from the control of BGLH’s subsidiary, the LHR, through (i) Cash Settlements of such equity in amounts that are expected to be material and (ii) Securities Settlements for all remaining amounts of such equity, resulting in the transfer of control of all such securities to the underlying legacy investors who will then determine the timing of their future disposition of such securities.
Pursuant to the coordinated settlement process that will occur for up to three years following our IPO, all of the shares 53 of our common stock outstanding immediately prior to our IPO will transition from the control of BGLH and all of the Legacy OP Units will transition from the control of BGLH’s subsidiary, the LHR, through (i) Cash Settlements of such equity in amounts that are expected to be material and (ii) Securities Settlements for all remaining amounts of such equity, resulting in the transfer of control of all such securities to the underlying legacy investors who will then determine the timing of their future disposition of such securities.
As a result, we rely on distributions from our operating partnership to pay any distributions we might declare on shares of our common stock. We also rely on distributions 55 from our operating partnership to meet any of our obligations, including any tax liability on taxable income allocated to us from our operating partnership.
As a result, we rely on distributions from our operating partnership to pay any distributions we might declare on shares of our common stock. We also rely on distributions from our operating partnership to meet any of our obligations, including any tax liability on taxable income allocated to us from our operating partnership.
If an actual or perceived security breach 30 occurs, the market’s perception of our security measures could be harmed and we could lose current and potential tenants, and such a breach could be harmful to our brand and reputation.
If an actual or perceived security breach occurs, the market’s perception of our security measures could be harmed and we could lose current and potential tenants, and such a breach could be harmful to our brand and reputation.
Specifically, our business operations are sensitive to the systemic impact of inflation, the availability and cost of credit, declines in the real estate market, increases in fuel, energy and power costs and geopolitical issues.
Specifically, our business operations are sensitive to the systemic impact of inflation, tariffs, the availability and cost of credit, declines in the real estate market, increases in fuel, energy and power costs and geopolitical issues.
The failure of our IT systems to perform as anticipated, and the failure to integrate disparate systems effectively or to collect data accurately and consolidate it a useable manner efficiently could adversely affect our business through transaction errors, billing and invoicing errors, processing inefficiencies or errors and loss of sales, receivables, collections and customers, in each case, which could result in reputational damage and have an ongoing adverse effect on our business, results of operation and financial condition.
The failure of our IT systems to perform as anticipated, and the failure to integrate disparate systems effectively or to collect data accurately and consolidate it in a usable manner efficiently could adversely affect our business through transaction errors, billing and invoicing errors, processing inefficiencies or errors and loss of sales, receivables, collections and customers, in each case, which could result in reputational damage and have an ongoing adverse effect on our business, results of operation and financial condition.
We may face liability regardless of: • our knowledge of the contamination; • the timing of the contamination; • the cause of the contamination; or • the party responsible for the contamination of the property. There may be environmental liabilities associated with our properties of which we are unaware.
We may face liability regardless of: • our knowledge of the contamination; 39 • the timing of the contamination; • the cause of the contamination; or • the party responsible for the contamination of the property. There may be environmental liabilities associated with our properties of which we are unaware.
We define estimated initial full year 25 stabilized NOI yield as the percentage of the total estimated cost to complete the greenfield development or expansion project represented by the estimated initial full year stabilized NOI from the greenfield development project or the estimated incremental initial full year stabilized NOI from the expansion project.
We define estimated initial full year stabilized NOI yield as the percentage of the total estimated cost to complete the greenfield development or expansion project represented by the estimated initial full year stabilized NOI from the greenfield development project or the estimated incremental initial full year stabilized NOI from the expansion project.
While we have contracts with stated terms with certain of our customers, many of our contracts do not obligate our customers to use our warehouses or provide for minimum storage commitments.
While we have contracts with stated terms with 30 certain of our customers, many of our contracts do not obligate our customers to use our warehouses or provide for minimum storage commitments.
The 60 failure of a Subsidiary REIT to qualify as a REIT could have an adverse effect on our ability to comply with the REIT income and asset tests, and thus our ability to qualify as a REIT.
The failure of a Subsidiary REIT to qualify as a REIT could have an adverse effect on our ability to comply with the REIT income and asset tests, and thus our ability to qualify as a REIT.
If we are unable to continue paying our hourly team members above the applicable minimum wage or at otherwise competitive wages, we may be unable to hire and retain qualified personnel. For example, beginning in 2020 and through 2024, we saw wage inflation on a global basis at all levels in our organization, which increased labor costs.
If we are unable to continue paying our hourly team members above the applicable minimum wage or at otherwise competitive wages, we may be unable to hire and retain qualified personnel. For example, beginning in 2020 and through 2025, we saw wage inflation on a global basis at all levels in our organization, which increased labor costs.
Continued disruptions in the supply chain impacting the availability of materials, causing delays in manufacturing and production, including in our customers’ products, shipping delays and other supply chain problems could materially and adversely impact us. 24 We are exposed to risks associated with expansion and development, which could result in returns below expectations and unforeseen costs and liabilities.
Continued disruptions in the supply chain impacting the availability of materials, causing delays in manufacturing and production, including in our customers’ products, shipping delays and other supply chain problems could materially and adversely impact us. We are exposed to risks associated with expansion and development, including greenfields, which could result in returns below expectations and unforeseen costs and liabilities.
Increases in interest rates would also increase our interest expense on future fixed rate 51 borrowings and have the same collateral effects described above.
Increases in interest rates would also increase our interest expense on future fixed rate borrowings and have the same collateral effects described above.
A number of factors have had and may continue to have adverse effects on 23 the labor force available to us, including reduced employment pools and shortages in other industries with which we compete for labor, government regulations, which include laws and regulations related to workers’ health and safety, wage and hour practices and immigration.
A number of factors have had and may continue to have adverse effects on the labor force available to us, including reduced employment pools and shortages in other industries with which we compete for labor, government regulations, which include laws, regulations, and policies related to workers’ health and safety, wage and hour practices and immigration.
Supply chain disruptions may continue to negatively impact our business. Our business has in the past and may from time to time be impacted by supply chain disruptions, which impact, among other things, labor availability, raw material availability, manufacturing and food production, construction materials and transportation, including increased costs, reduced options, and timing delays with respect to the foregoing.
Our business has in the past and may from time to time be impacted by supply chain disruptions, which impact, among other things, labor availability, raw material availability, manufacturing and food production, construction materials and transportation, including increased costs, reduced options, and timing delays with respect to the foregoing.
As of December 31, 2024, we held leasehold interests in over 100 of our warehouses. These leases have a weighted average remaining term of 15 years. If we default on any of these leases, we may be liable for damages and could lose our leasehold interest in the applicable property, including all improvements.
As of December 31, 2025, we held leasehold interests in over 100 of our warehouses. These leases have a weighted average remaining term of 15 years. If we default on any of these leases, we may be liable for damages and could lose our leasehold interest in the applicable property, including all improvements.
Either of these factors could lead to a material decline in the market price of our common stock. 58 Future offerings of debt, which would be senior to shares of our common stock upon liquidation, and/or preferred equity securities that may be senior to shares of our common stock for purposes of distributions or upon liquidation, may materially and adversely affect the market price of shares of our common stock.
Either of these factors could lead to a material decline in the market price of our common stock. 52 Future offerings of debt, which would be senior to shares of our common stock upon liquidation, and/or preferred equity securities that may be senior to shares of our common stock for purposes of distributions or upon liquidation, may materially and adversely affect the market price of shares of our common stock.
Labor shortages, increased turnover, and work stoppages have in the past, and may in the future, continue to disrupt our or our customers’ operations, increase costs, and negatively impact our profitability. We hire our own workforce to handle product in and out of storage for our customers in most of our facilities.
Labor shortages, increased turnover, and work stoppages have in the past disrupted, and may in the future disrupt, our or our customers’ operations, increase costs, and negatively impact our profitability. We hire our own workforce to handle product in and out of storage for our customers in most of our facilities.
Additionally, we may determine that it is in our best interests to prioritize other business, social, governance or sustainable investments and/or initiatives over the achievement of our calendar 2040 goal based on economic, legal, regulatory or social factors, business strategy or other reasons.
Additionally, we may determine that it is in our best interests to prioritize other business, social, governance or sustainable investments and/or initiatives over the achievement of our calendar 2040 net-zero goal based on economic, legal, regulatory or social factors, business strategy or other reasons.
Furthermore, certain portions of our operations are subject to collective bargaining agreements. As of December 31, 2024, fewer than 5% of our team members in the United States were represented by various local labor unions and associations.
Furthermore, certain portions of our operations are subject to collective bargaining agreements. As of December 31, 2025, fewer than 5% of our team members in the United States were represented by various local labor unions and associations.
In 2021, we announced we had signed onto The Climate Pledge and committed to a goal to achieve carbon neutrality by calendar 2040. Achievement of this goal depends on our execution of operational strategies related to energy efficiency measures, onsite energy generation and storage, and network-wide standards to minimize and eliminate carbon emissions associated with daily operations.
In 2021, we announced we had signed onto The Climate Pledge and committed to a goal to achieve net-zero by calendar 2040. Achievement of this goal depends on our execution of operational strategies related to energy efficiency measures, onsite energy generation and storage, and network-wide standards to minimize and eliminate carbon emissions associated with daily operations.
If any of our most significant customers were to discontinue or otherwise reduce their use of our warehouses or other services, which they are generally free to do at any time unless they are party to a contract that includes a minimum storage commitment, we could be materially and adversely affected.
If any of our most significant customers were to discontinue or otherwise reduce their use of our warehouses or other services, which they are generally free to do at any time, unless they are party to a contract that includes a minimum storage commitment or a long-term lease, we could be materially and adversely affected.
We have granted certain of our lenders security interests in certain of our assets, including equity interests in certain of our real property.
We have granted certain of our lenders security interests in certain of our assets, including security interests in certain of our real property.
In addition, it may be difficult for us to replace the services provided by Bay Grove under the transition services agreement, and the terms of any agreements to replace such services may be less favorable to us.
It may be difficult for us to replace the services provided by Bay Grove under the transition services agreement, and the terms of any agreements to replace such services may be less favorable to us.
Execution of these strategies, as well as demonstrable progress on and achievement of our calendar 2040 goal, is subject to risks and uncertainties, many of which are outside of our control.
Execution of these strategies, as well as demonstrable progress on and achievement of our calendar 2040 net-zero goal, is subject to risks and uncertainties, many of which are outside of our control.
Bribery Act 2010, anticorruption regulations with broad jurisdictional authority; • our limited experience and expertise in foreign countries relative to our experience and expertise in the United States; • restrictions on our ability to repatriate earnings generated from our international operations and adverse tax consequences in the applicable jurisdictions, such as double taxation; • potential liability under, and costs of complying with, more stringent environmental laws or changes in the requirements or interpretation of existing laws, or environmental consequences of less stringent environmental management practices in foreign countries relative to the United States; and • disruptions to our business or that of our customers and/or our suppliers resulting from trade tensions, tariffs imposed by the U.S. and other governments, actual or threatened modifications to or withdrawals from international trade agreements, treaties, policies, tariffs, quotas or any other trade rules or restrictions.
Bribery Act 2010, anticorruption regulations with broad jurisdictional authority; • our limited experience and expertise in foreign countries relative to our experience and expertise in the United States; • restrictions on our ability to repatriate earnings generated from our international operations and adverse tax consequences in the applicable jurisdictions, such as double taxation; • potential liability under, and costs of complying with, more stringent environmental laws or changes in the requirements or interpretation of existing laws, or environmental consequences of less stringent environmental management practices in foreign countries relative to the United States; and • disruptions to our business or that of our customers and/or our suppliers and economic uncertainty and aggravated inflation in certain sectors resulting from trade tensions, tariffs imposed by the U.S. and other governments, actual or 29 threatened modifications to or withdrawals from international trade agreements, treaties, policies, tariffs, quotas or any other trade rules or restrictions.
In connection with this growth, we rely on 82 fully-and semi-automated facilities in a traditionally analog industry. To effectively manage this growth, our information systems and applications require an ongoing commitment of significant resources to maintain, protect, enhance and upgrade existing systems and develop and implement new systems to keep pace with changing technology and our business needs.
In connection with this growth, we rely on 83 fully- and semi-automated warehouses in a traditionally analog industry. To effectively manage this growth, our information systems and applications require an ongoing commitment of significant resources to maintain, protect, enhance and upgrade existing systems and develop and implement new systems to keep pace with changing technology and our business needs.
If any of the foregoing risks were to materialize, they could materially and adversely affect us. We are subject to additional risks with respect to our current and potential international operations and properties. As of December 31, 2024, we owned or had a leasehold interest in 205 temperature-controlled warehouses outside the United States.
If any of the foregoing risks were to materialize, they could materially and adversely affect us. We are subject to additional risks with respect to our current and potential international operations and properties. As of December 31, 2025, we owned or had a leasehold interest in 207 temperature-controlled warehouses outside the United States.
Section 404 of the Sarbanes-Oxley Act will require our management and independent registered public accounting firm to report annually on the effectiveness of our internal control over financial reporting beginning with our second Annual Report on Form 10-K.
Section 404 of the Sarbanes-Oxley Act requires our management and independent registered public accounting firm to report annually on the effectiveness of our internal control over financial reporting beginning with our second Annual Report on Form 10-K.
However, there can be no assurance that our efforts to maintain the security and integrity of these types of IT networks and related systems will be effective or that attempted security breaches or disruptions would not be successful or damaging.
In addition, there can be no assurance that our efforts to maintain the security and integrity of these types of IT networks and related systems will be effective or that attempted security breaches or disruptions would not be successful or damaging.
For example, approximately 8% of our owned or leased warehouses were located in the Netherlands, 7% were in Washington, 7% were in California, 7% were in Illinois, and 6% were in Texas (in each case, on a cubic-foot basis based on information as of December 31, 2024).
For example, approximately 10% of our owned or leased warehouses were located in California, 8% were in Washington, 8% were in the Netherlands, 6% were in Illinois, and 6% were in Texas (in each case, on a cubic-foot basis based on information as of December 31, 2025).
Our need for working capital will increase as our operations grow. There can be no assurance that we will be able to adapt our portfolio management, administrative, accounting, IT and operational systems to support any growth we may experience.
Our need for working capital will increase as our operations grow. There can be no assurance that we will be able to adapt our portfolio management, administrative, accounting, information technology (“IT”) and operational systems to support any growth we may experience.
A portion of our future growth depends upon acquisitions and we may be unable to identify, complete, and successfully integrate acquisitions, which may impede our growth, and our future acquisitions may not achieve their intended benefits or may disrupt our plans and operations. We have executed on 120 acquisitions since our first acquisition in 2008 through December 31, 2024.
A portion of our future growth depends upon acquisitions and we may be unable to identify, complete, and successfully integrate acquisitions, which may impede our growth, and our future acquisitions may not achieve their intended benefits or may disrupt our plans and operations. We have executed 126 acquisitions since our first acquisition in 2008 through December 31, 2025.
We have and expect to continue to incur significant legal, accounting, insurance, and other expenses as a result of becoming a public company following our recent IPO.
We have and expect to continue to incur legal, accounting, insurance, and other expenses as a result of becoming a public company following our 2024 IPO.
Globally (including the United States), approximately 16% (based on team members for whom we are able to ascertain union status) or 23% (assuming that the entire 7% of our team members for whom we are not able to ascertain union status due to applicable privacy or freedom of association laws are represented by labor unions and associations) of our total team members were represented by various local labor unions and associations.
Globally (including the United States), approximately 15% (based on team members for whom we are able to ascertain union status) or 22% (assuming that the entire 8% of our team members for whom we are not able to ascertain union status due to applicable privacy or freedom of association laws are represented by labor unions and associations) of our total team members were represented by various local labor unions and associations.
For each of the years ended December 31, 2024, 2023, and 2022, labor and benefits expenses in our Global Warehousing segment accounted for 60.2%, 59.7%, and 57.5% of the segment’s cost of operations, respectively.
For each of the years ended December 31, 2025, 2024, and 2023, labor and benefits expenses in our Global Warehousing segment accounted for 60.7%, 60.2%, and 59.7% of the segment’s cost of operations, respectively.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeDuring his twenty-eight year professional career, he has served in various leadership roles in cybersecurity, IT audit, and IT compliance across numerous industries. Additionally, he holds a Certified 66 Information Systems Security Professional, Certified Cloud Security Professional, and Certified Information Systems Auditor certifications.
Biggest changeDuring his multi-decade professional career, he has served in various leadership roles in cybersecurity, IT audit, and IT compliance across numerous industries. Additionally, he holds a Certified Information Systems Security Professional, Certified Cloud Security Professional, and Certified Information Systems Auditor certifications.
We face risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.
We face risks from 59 cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.
Our Chief Information Officer and our VP of Technology Risk and Cybersecurity, who report to our management team, are primarily responsible for assessing and managing our material risks from cybersecurity threats. They also have primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants.
Our Chief Information Officer (“CIO”) and our VP of Technology Risk and Cybersecurity, who report to our management team, are primarily responsible for assessing and managing our material risks from cybersecurity threats. They also have primary responsibility for our overall cybersecurity risk management program and supervise both our internal cybersecurity personnel and our retained external cybersecurity consultants.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeProperties Warehouses in Our Global Segments The following table provides information regarding the temperature-controlled warehouses that we owned, leased, or managed as of December 31, 2024: Size Country/Region # Warehouses Square Feet (in 000s) Cubic Feet (in millions) Pallet Positions (in 000s) Global Warehousing Segment United States East Alabama 5 872 32 89 Delaware 2 342 9 29 Florida 11 1,683 71 195 Georgia 18 3,163 103 259 Illinois 16 4,888 170 517 Indiana 5 1,010 35 100 Kentucky 2 445 13 47 Maryland 3 659 22 63 Massachusetts 7 947 37 107 Michigan 4 1,155 24 92 Mississippi 1 253 8 21 New Jersey 12 1,809 77 220 New York 6 1,368 39 136 North Carolina 2 345 11 27 Ohio 5 867 28 68 Pennsylvania 9 2,726 102 276 South Carolina 3 661 26 71 Tennessee 2 420 16 47 Virginia 11 1,580 58 164 Wisconsin 5 1,573 54 168 West Arizona 2 362 14 44 California 45 8,045 300 865 Colorado 3 858 31 94 Idaho 2 471 16 58 Iowa 7 981 31 93 Kansas 4 1,777 68 190 Louisiana 3 550 17 49 Minnesota 2 353 13 40 Nebraska 4 617 16 56 North Dakota 1 158 6 19 Oklahoma 1 139 4 16 67 Size Country/Region # Warehouses Square Feet (in 000s) Cubic Feet (in millions) Pallet Positions (in 000s) Oregon 8 2,009 66 264 South Dakota 1 454 21 66 Texas 20 4,596 184 543 Utah 2 202 8 24 Washington 29 5,841 216 901 Canada 31 4,867 151 501 Total North America 294 59,046 2,097 6,519 Belgium 6 1,267 50 225 Denmark 16 2,641 68 302 France 4 808 54 173 Germany 1 213 5 27 Italy 3 497 10 43 Netherlands 30 6,018 233 937 Norway 3 353 10 67 Poland 6 933 36 195 Spain 3 950 32 181 United Kingdom 14 3,039 140 546 Total Europe 86 16,719 638 2,696 Australia 31 3,950 136 503 New Zealand 49 2,506 62 332 Singapore 3 186 8 30 Sri Lanka 1 105 3 15 Vietnam 5 919 37 116 Total Asia-Pacific 89 7,666 246 996 Total Global Warehousing Segment 469 83,431 2,981 10,211 Global Integrated Services Segment 1 United States East Illinois 3 704 26 — Massachusetts 1 105 2 — New York 3 543 19 — Ohio 2 132 3 — Tennessee 1 96 3 — Virginia 1 107 3 — Wisconsin 1 178 5 — West California 1 98 3 — Nebraska 1 50 1 — Nevada 1 34 1 — Oklahoma 1 58 1 — Texas 2 203 7 — Washington 1 58 2 — Total Global Integrated Services Segment 19 2,366 76 — Total 488 85,797 3,057 10,211 1 Pallet positions for Global Integrated Services do not have a material impact on revenues and therefore are not disclosed. 68
Biggest changeProperties Warehouses in Our Global Segments The following table provides information regarding the temperature-controlled warehouses that we owned, leased, or managed as of December 31, 2025: Size (1) Country/Region # Warehouses Square Feet (in thousands) Cubic Feet (in millions) Pallet Positions (in thousands) Global Warehousing Segment United States East Alabama 5 872 32 89 Delaware 2 343 10 18 Florida 11 1,663 73 194 Georgia 18 3,156 104 258 Illinois 17 5,294 185 562 Indiana 5 1,010 34 100 Kentucky 2 445 13 46 60 Size (1) Country/Region # Warehouses Square Feet (in thousands) Cubic Feet (in millions) Pallet Positions (in thousands) Maryland 4 926 32 87 Massachusetts 7 946 38 106 Michigan 4 1,156 23 95 Mississippi 1 253 8 21 New Jersey 12 1,810 79 218 New York 6 1,368 39 136 North Carolina 2 345 11 27 Ohio 5 866 27 68 Pennsylvania 10 3,149 119 340 South Carolina 3 661 27 71 Tennessee 2 420 16 47 Virginia 11 1,580 58 164 Wisconsin 5 1,574 53 168 West Arizona 3 503 18 57 California 42 7,820 295 849 Colorado 3 854 33 94 Idaho 2 471 16 58 Iowa 7 981 30 95 Kansas 5 2,196 81 227 Louisiana 3 550 17 49 Minnesota 2 332 13 40 Nebraska 4 617 17 57 North Dakota 1 158 6 19 Oklahoma 1 139 4 16 Oregon 8 2,010 66 263 South Dakota 1 454 21 66 Texas 20 4,590 177 541 Utah 2 202 7 24 Washington 38 6,834 240 987 Canada 33 4,985 169 526 Total North America 307 61,533 2,191 6,783 Belgium 6 1,268 50 223 Denmark 15 2,540 68 304 France 4 823 54 166 Germany 1 207 9 41 Italy 3 498 10 43 Netherlands 30 6,017 234 941 Norway 5 466 14 96 Poland 6 933 36 194 Spain 2 605 24 164 United Kingdom 14 3,038 139 543 Total Europe 86 16,395 638 2,715 Australia 31 3,958 136 501 New Zealand 51 2,528 62 344 Singapore 1 186 8 27 Sri Lanka 1 105 3 15 Vietnam 5 795 29 117 Total Asia-Pacific 89 7,572 238 1,004 61 Size (1) Country/Region # Warehouses Square Feet (in thousands) Cubic Feet (in millions) Pallet Positions (in thousands) Total Global Warehousing Segment 482 85,500 3,067 10,502 Global Integrated Services Segment (2) United States East Illinois 3 704 26 — Massachusetts 1 105 2 — New York 3 543 19 — Ohio 2 132 3 — Tennessee 1 96 3 — Virginia 1 107 3 — Wisconsin 1 178 5 — West California 1 98 3 — Nebraska 1 50 1 — Nevada 1 34 1 — Oklahoma 1 58 1 — Texas 2 203 7 — Washington 1 58 2 — Total Global Integrated Services Segment 19 2,366 76 — Total 501 87,866 3,143 10,502 (1) Periodically, we update our square feet and cubic feet measurements using the latest available technology, such as Light Detection and Ranging (LiDAR) scans, to ensure the best estimates of warehouse size.
Added
The number of our pallet positions is also periodically reviewed and updated, as racking configuration and warehouse utilization may change over time. (2) Pallet positions for Global Integrated Services do not have a material impact on revenues and therefore are not disclosed.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal Proceedings The Company, from time to time and in the normal course of business, is party to various claims, lawsuits, arbitrations, and regulatory actions.
Biggest changeItem 3. Legal Proceedings The Company, from time to time and in the normal course of business, is party to various claims, lawsuits, arbitrations, and regulatory actions. Refer to Note 20, Commitments and contingencies in the consolidated financial statements included in this Annual Report for details of legal proceedings in which the Company is involved. Other than the St.
In the opinion of management, we are not currently party to any legal proceedings that would have a material impact on our business, financial condition, or results of operations, nor is a property of the Company subject to any material pending legal proceedings.
Clair Lawsuit (as defined in Note 20), in the opinion of management, we are not currently party to any legal proceedings that would have a material impact on our business, financial condition, or results of operations, nor is a property of the Company subject to any material pending legal proceedings. Item 4. Mine Safety Disclosures Not applicable. 62 Part II
Removed
Refer to Note 20, Commitments and contingencies in the consolidated financial statements included in this Annual Report for details of legal proceedings in which the Company is involved. Item 4. Mine Safety Disclosures Not applicable. 69 Part II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeIssuer Purchases of Equity Securities The following table summarizes share repurchase activity for the three months ended December 31, 2024: Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Programs Maximum Number (or approximate dollar value) of Shares that May Yet be Purchased Under the Program (in millions) October 1 - October 31, 2024 — $ — — $ — November 1 - November 30, 2024 221,821 (1) $ 117.58 — $ — December 1 - December 31, 2024 — $ — — $ — Total 221,821 — __________________ (1) As disclosed in Note 2, Capital structure and noncontrolling interests in the consolidated financial statements included in this Annual Report, one of the Company’s Put Options was settled in November 2024.
Biggest changeIssuer Purchases of Equity Securities The following table summarizes share repurchase activity for the three months ended December 31, 2025: Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Programs Approximate Dollar Value of Shares that May Yet be Purchased Under the Program (in millions) October 1 - October 31, 2025 — $ — — $ — November 1 - November 30, 2025 1,058,328 (1) $ 117.02 — $ — December 1 - December 31, 2025 268,275 (1) $ 87.80 — $ — Total 1,326,603 — (1) Certain of the Company’s Put Options were settled during the three months ended December 31, 2025.
All share price performance assumes an initial investment of $100 at the beginning of the period and assumes the reinvestment of dividends. As the Company’s common stock began trading on July 26, 2024, an investment of $100 is assumed to have been made on that date, and its relative performance is tracked through December 31, 2024.
All share price performance assumes an initial investment of $100 at the beginning of the period and assumes the reinvestment of dividends. As the Company’s common stock began trading on July 26, 2024, an investment of $100 is assumed to have been made on that date, and its relative 63 performance is tracked through December 31, 2025.
Holders As of February 20, 2025, the Company had 295 shareholders of record of the Company’s common stock. The number of beneficial owners is substantially greater than the number of shareholders of record because a large portion of the common stock is held in “street name” by brokers, banks, and other financial institutions.
Holders As of February 19, 2026, the Company had 99 shareholders of record of the Company’s common stock. The number of beneficial owners is substantially greater than the number of shareholders of record because a large portion of the common stock is held in “street name” by brokers, banks, and other financial institutions.
There has been no material change in the use of proceeds from our IPO as described in the Prospectus. 70 Performance Graph The following graph compares the cumulative total return to stockholders of our common stock relative to the cumulative total returns of the S&P Global 500 Index (“S&P 500”) and the MSCI US REIT Index (“RMZ”).
Recent Sales of Unregistered Securities We sold no unregistered securities that have not been previously included in a Quarterly Report on Form 10-Q. Performance Graph The following graph compares the cumulative total return to stockholders of our common stock relative to the cumulative total returns of the S&P Global 500 Index (“S&P 500”) and the MSCI US REIT Index (“RMZ”).
Removed
As a result of this settlement, 221,821 shares of common stock were repurchased at an above-market price. Recent Sales of Unregistered Securities We sold no unregistered securities that have not been previously included in a Quarterly Report on Form 10-Q.
Added
As a result of this settlement, certain shares of common stock were repurchased at an above-market price. Additionally, during December 2025, the Company repurchased certain shares of common stock at market value. For further information, see Note 2, Capital structure and noncontrolling interests in the consolidated financial statements included in this Annual Report.
Removed
Use of Proceeds On July 26, 2024, our registration statement on Form S-11 (File No. 333-280470), as amended, was declared effective by the SEC.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeSame warehouse cost of operations decreased $38 million or 1.9% compared to the year ended December 31, 2023, primarily driven by lower labor and other warehouse costs including supplies and maintenance resulting from decreases in occupancy and throughput volumes discussed above. 79 Non-Same Warehouse Results Year Ended December 31, 2024 2023 Change (in millions except revenue per pallet) Warehouse storage $ 282 $ 255 10.6 % Warehouse services 261 212 23.1 % Total non-same warehouse revenues 543 467 16.3 % Power 31 27 14.8 % Labor 194 170 14.1 % Other warehouse costs 121 107 13.1 % Total non-same warehouse cost of operations 346 304 13.8 % Non-same warehouse NOI $ 197 $ 163 20.9 % Total non-same warehouse margin 36.3 % 34.9 % 140 bps Number of non-same warehouse sites (1) 60 54 Warehouse storage (2) Economic occupancy Average occupied economic pallets (in thousands) 1,142 1,024 11.5 % Economic occupancy percentage 74.4 % 76.5 % (210) bps Storage revenue per economic occupied pallet $ 247.41 $ 247.87 (0.2) % Physical occupancy Average physical occupied pallets (in thousands) 1,059 970 9.2 % Average physical pallet positions (in thousands) 1,534 1,339 14.6 % Physical occupancy percentage 69.0 % 72.4 % (340) bps Storage revenue per physical occupied pallet $ 266.89 $ 261.77 2.0 % Warehouse services (2) Throughput pallets (in thousands) 7,819 6,112 27.9 % Warehouse services revenue per throughput pallet $ 31.42 $ 31.91 (1.5) % __________________ (1) Refer to our “Same Warehouse Analysis,” which describes the composition of our non-same warehouse pool.
Biggest changeYear 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.
For additional information regarding the divestiture, see Note 4, Business combinations, asset acquisitions, and divestitures in our consolidated financial statements included in this Annual Report.
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.
Goodwill 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.
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.
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; • 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.
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.
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 73 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.
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.
Maintenance Capital Expenditures 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.
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.
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.
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.
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 but which we do not believe are indicative of our core business operations.
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.
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 measure because it includes the operating performance from 75 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.
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 68 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.
Our liquidity requirements and capital commitments primarily consist of: • operating activities and overall working capital; • capital expenditures; • development and acquisition activities; • capital contributions; • debt service obligations; and • stockholder distributions.
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.
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. 74 • Labor .
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. 67 • Labor .
Undiscounted cash flows expected from the use of assets and the residual value are estimated based on our judgement 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.
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.
Although we believe that the stock-based compensation expense recognized for the year ended 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.
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.
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, non-real estate impairments, 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 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.
As such, the “same warehouse” population for the period ended December 31, 2024 includes all properties that we owned as of January 1, 2023 which had both been owned and had reached “normalized operations” by January 1, 2023.
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.
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 judgement and relate to inherently highly uncertain matters. 93 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.
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. 87 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.
We use EBITDA, EBITDAre, and Adjusted EBITDA as measures of our operating performance and not as measures of liquidity. 84 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, 2024, 2023, and 2022.
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.
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 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 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.
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. 86 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, 2024, 2023, and 2022.
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.
Following increased power costs in prior years, particularly in our European operations, our power costs in 2023 and 2024 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.
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.
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 to ensure that our assets maintain the high quality and operational efficiency that our customers expect from us.
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.
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 impairments of finite lived intangible assets in 2023 or 2022.
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.
Our credit loss expense related to customer receivables was $5 million and $6 million for the year ended December 31, 2024 and 2023, respectively. As of December 31, 2024 and December 31, 2023, we maintained allowances for uncollectible balances of $10 million and $7 million, respectively, which we believed to be adequate.
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.
New Accounting Pronouncements Refer to Note 1 to our consolidated financial statements included elsewhere in this this Annual Report for more information regarding applicable new accounting pronouncements. 97
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. 91
For each simulated path, the TSR is calculated at the end of the performance period and determines the vesting percentage based on achievement of the performance target. The fair value of the performance-based RSUs is the average discounted payout across all simulation paths.
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.
As of December 31, 2024, our debt had a weighted average term to maturity of approximately 3.8 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.
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.
These expenditures also include information technology maintenance to existing servers, equipment, and software. 90 The following table sets forth our recurring maintenance capital expenditures for the years ended December 31, 2024 and 2023.
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.
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, estimating fair values as described below. Carrying values of these reporting units included assets and liabilities attributable to their respective business operations and allocated goodwill.
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.
The “same warehouse” pool can also be adjusted during the year to remove properties that were sold or entering development subsequent to the beginning of the current calendar year.
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.
Similarly, a change in inventory turnover due to shift in consumer demand may impact outbound pallets. 76 Results of Operations The following discussion represents our analysis of results of operations for the year ended December 31, 2024 as compared to the year ended December 31, 2023.
Similarly, a change in inventory turnover due to shift in consumer demand may impact outbound pallets. 69 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.
The following table sets forth our integration capital expenditures for the years ended December 31, 2024 and 2023.
The following table sets forth our integration capital expenditures for the years ended December 31, 2025 and 2024.
The increase in foreign currency exchange loss was due to unfavorable foreign currency exchange rates against the U.S. dollar, with the largest impacts driven by the euro. 82 Equity income (loss), net of tax.
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.
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. Restructuring, impairment, and (gain) loss on disposals .
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.
We reported a net loss from equity method investments of $6 million for the year ended December 31, 2024, as compared to $3 million net loss for the year ended December 31, 2023. The increase in net loss was primarily related to our investment in Emergent Cold LatAm Holdings, LLC. Other nonoperating income (expense).
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.
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 if payment is not received within 30 days after invoicing.
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.
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.
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.
Foreign currency translation had a $1 million favorable net impact compared to year ended December 31, 2023.
Foreign currency translation had a net favorable impact of $1 million compared to year ended December 31, 2024.
Comparison of Results for the Years Ended December 31, 2024 and 2023 Global Warehousing Segment The following table presents the operating results of our warehouse segment for the year ended December 31, 2024 and 2023.
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.
Based on a comparison of the fair values to carrying values, we determined that it was more likely than not the fair values of all reporting units substantially exceeded their respective carrying values. Fair values of our reporting units are estimated using a combination of equally weighted income approach and market approach.
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.
We currently expect that our principal sources of funding will include: • current cash balances; • cash flows from operations; 87 • our credit facilities; and • other forms of debt financings and equity offerings.
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.
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 for the Relative total shareholder return of Lineage, Inc. common stock (“TSR”) metric discussed below) and ending on December 31st of the third year (or, if earlier, the date on which a change in control of the Company occurs, if applicable).
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 net increase included a net increase of $34 million in our non-same warehouse pool, partially offset by a decrease of $8 million in our same warehouse pool, further discussed below.
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.
(2) Includes real estate rent expense (operating leases) of $99 million and $96 million for the year ended December 31, 2024 and 2023, respectively, and non-real estate rent expense (equipment lease and rentals) of $18 million and $21 million for the years ended December 31, 2024 and 2023, 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.
The long-term revenue growth assumption used in our models was 3.0%. 95 • Operating costs and profitability: 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 at each reporting unit. • 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 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.
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.
Year Ended December 31, 2024 2023 (in millions) Global warehousing $ 144 $ 141 Global integrated solutions 54 59 Repair and maintenance expenses $ 198 $ 200 Integration Capital Expenditures Integration capital expenditures are capitalized funds related to integrating acquired assets and businesses. Integration capital expenditures are one-time expenditures.
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.
Year Ended December 31, 2024 2023 (in millions) Global warehousing $ 149 $ 144 Global integrated solutions 21 27 Information technology and other 25 37 Maintenance capital expenditures $ 195 $ 208 Repair and Maintenance Expenses Repair and maintenance expenses are incurred when assets need repair or replacement and do not qualify as capital expenditures.
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.
Year Ended December 31, (in millions) 2024 2023 2022 Net income (loss) $ (751) $ (96) $ (76) Adjustments: Real estate depreciation 356 325 292 In-place lease intangible amortization 8 7 9 Net loss (gain) on sale of real estate assets 10 8 4 Impairment write-downs on real estate property 11 2 — Real estate depreciation, (gain) loss on sale of real estate and real estate impairments on unconsolidated JVs 2 3 3 Allocation of noncontrolling interests — — (3) FFO $ (364) $ 249 $ 229 Adjustments: Net (gain) loss on sale of non-real estate assets (1) 2 5 Finance lease ROU asset amortization - real estate related 72 70 75 Impairment of intangible assets 63 7 — Other nonoperating (income) expense, net 1 19 (2) Acquisition, restructuring, and other 547 73 71 Technology transformation 22 — — (Gain) loss on property destruction (51) — — (Gain) loss on foreign currency transactions, net 25 (4) 24 (Gain) loss on extinguishment of debt 17 — (2) Core FFO $ 331 $ 416 $ 400 Adjustments: Non-real estate depreciation and amortization 411 334 288 Finance lease ROU asset amortization - non-real estate 29 23 14 Amortization of deferred financing costs 18 19 18 Amortization of debt discount / premium 1 2 (1) Deferred income taxes expense (benefit) (105) (58) (42) Straight line net operating rent (3) 6 — Amortization of above / below market leases (1) — 1 Stock-based compensation expense 215 26 17 Recurring maintenance capital expenditures (195) (208) (145) Allocation related to unconsolidated JVs 5 3 1 Allocation of noncontrolling interests (1) (1) 1 Adjusted FFO $ 705 $ 562 $ 552 Liquidity and Capital Resources As of December 31, 2024, we had $173 million of cash and cash equivalents and $1.7 billion available under our Revolving Credit Facility (net of outstanding standby letters of credit in the amount of $66 million, which reduce availability).
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).
Year Ended December 31, 2024 2023 (in millions) Global warehousing $ 65 $ 42 Global integrated solutions 3 21 Information technology and other 26 12 Integration capital expenditures $ 94 $ 75 91 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.
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.
The tax benefit in 2023 was principally created by the tax-effect of pre-tax earnings and losses in various jurisdictions, tax adjustments related to REIT activity, and changes to uncertain tax positions. Our income taxes are discussed in more detail in Note 9, Income taxes to the consolidated financial statements included in this Annual Report.
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.
The net increase was primarily driven by a $76 million net increase in our non-same warehouse pool, partially offset by a $46 million decrease in our same warehouse pool, further discussed below. The foreign currency translation of revenues earned by our foreign operations had a $2 million unfavorable impact compared to the year ended December 31, 2023.
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.
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, restructuring and impairment expense, gain and loss on sale of assets, and acquisition, transaction, and other expense.
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).
(2) Warehouse storage and warehouse services metrics exclude managed sites. Non-same warehouse revenues increased $76 million or 16.3% compared to the year ended December 31, 2023, including approximately $58 million from acquisitions and $55 million from recently completed greenfield and expansion projects, partially offset by a $37 million decrease from other non-same warehouse sites including closed facilities.
(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.
Year Ended December 31, 2024 2023 (in millions) Net cash provided by operating activities $ 703 $ 796 Net cash used in investing activities $ (919) $ (1,066) Net cash provided by financing activities $ 320 $ 136 92 Operating Activities For the year ended December 31, 2024, our net cash provided by operating activities was $703 million, compared to $796 million for the year ended December 31, 2023.
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.
Impairments of long-lived assets were $35 million, $2 million, and $1 million for the years ended December 31, 2024, 2023, and 2022, respectively. The 2024 charges primarily related to impairment of an entire warehouse in Kennewick, Washington due to a fire.
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.
We also 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, loss or gain on debt extinguishment and modification, impairment of investments in non-real estate, technology transformation, and reduction in EBITDAre from partially owned entities.
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.
The change in non-cash items for the year ended December 31, 2024 was primarily driven by IPO-related items, such as $215 million of stock-based compensation, $200 million of Internalization expense to Bay Grove, and $185 million of expense for vesting of Class D interests in LLH.
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. 85 Investing Activities For the year ended December 31, 2025, cash used in investing activities was $1,067 million.
Year Ended December 31, (in millions) 2024 2023 2022 Net income (loss) $ (751) $ (96) $ (76) Adjustments: Depreciation and amortization expense 876 760 678 Interest expense, net 430 490 347 Income tax expense (benefit) (89) (14) 6 EBITDA $ 466 $ 1,140 $ 955 Adjustments: Net loss (gain) on sale of real estate assets 10 8 4 Impairment write-downs on real estate property 11 2 — Allocation of EBITDAre of noncontrolling interests (1) (3) (5) EBITDAre $ 486 $ 1,147 $ 954 Adjustments: Net (gain) loss on sale of non-real estate assets (1) 2 5 Other nonoperating (income) expense, net 1 19 (2) Acquisition, restructuring, and other 542 73 71 Technology transformation 22 — — (Gain) loss on property destruction (51) — — Interest expense and tax expense from unconsolidated JVs 5 3 3 Depreciation and amortization expense from unconsolidated JVs 6 5 4 (Gain) loss on foreign currency exchange transactions, net 25 (4) 24 Stock-based compensation expense 215 26 17 (Gain) loss on extinguishment of debt 17 — (2) Impairment of intangible assets 63 7 — Allocation adjustments of noncontrolling interests (1) — — Adjusted EBITDA $ 1,329 $ 1,278 $ 1,074 85 We calculate funds from operations, or FFO, in accordance with the standards established by the Board of Governors of the NAREIT.
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 78 We calculate funds from operations, or FFO, in accordance with the standards established by the Board of Governors of the NAREIT.
The following table shows the composition of our warehouse portfolio as of December 31, 2024. Total warehouses (1) 469 Same warehouse facilities 409 Non-same warehouse facilities 60 __________________ (1) Excludes 19 warehouses in our global integrated solutions segment as of December 31, 2024.
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 69 (1) Excludes 19 warehouses in our global integrated solutions segment as of December 31, 2025.
The net gain consisted of insurance reimbursement of $105 million, offset by $29 million of clean-up costs and the loss of carrying value of the impaired assets of $25 million (see Note 20, Commitments and contingencies in our consolidated financial statements included in this Annual Report for details).
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).
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.
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.
During the fourth quarter of 2024, the Company reviewed its asset groups, including intangible assets, for qualitative indicators of impairment, noting two customer relationship assets in the Global Integrated Solutions segment which had higher customer attrition than previously expected, resulting in lower cash flow projections.
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.
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 72 schedule.
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.
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 loss of $25 million for the year ended December 31, 2024 compared to a net gain of $4 million for the year ended December 31, 2023.
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.
Non-same warehouse cost of operations increased $42 million or 13.8% compared to the year ended December 31, 2023, including approximately $38 million from acquisitions and $25 million from recently completed greenfield and expansion projects, partially offset by a $21 million decrease from other non-same warehouse sites including closed facilities. 80 Global Integrated Solutions Segment The following table presents the operating results of our global integrated solutions segment for the year ended December 31, 2024 and 2023.
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. 73 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.
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, impairment charges, general and administrative expenses, stock-based compensation expense, restructuring and impairment expense, gains and losses on sale of assets, and acquisition, transaction, and other expenses).
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).
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.
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.
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 expenses, stock-based compensation expense, restructuring and impairment expense, gains and losses on sale of assets, and acquisition, transaction, and other expense).
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).
The foreign currency translation of cost of operations from our foreign operations had a $6 million unfavorable impact compared to the year ended December 31, 2023. Global integrated solutions segment NOI was $231 million for the year ended December 31, 2024, a decrease of $13 million, or 5.3%, compared to $244 million for the year ended December 31, 2023.
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.
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.
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.
Throughput pallets at our same warehouses decreased 1.6% compared to the year ended December 31, 2023, primarily driven by customer rationalization of inventory and production levels as discussed above.
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.
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.
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.
Qualitative factors assessed include reporting units’ financial performance as compared to budget, macroeconomic conditions, labor and energy cost trends, growth in pricing of our capital raises, and other events and trends impacting fair values of our reporting units.
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.
The dividend was payable to shareholders of record as of December 31, 2024 and was paid on January 21, 2025. 88 Outstanding Indebtedness The following table summarizes our outstanding indebtedness as of December 31, 2024 (in millions): As of December 31, 2024 Fixed rate $ 2,123 Variable rate—unhedged 353 Variable rate—hedged 2,500 Total debt $ 4,976 Percent of total debt: Fixed rate 42.7 % Variable rate—unhedged 7.1 % Variable rate—hedged 50.2 % 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.
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.
General and administrative expenses were $539 million for the year ended December 31, 2024, an increase of $37 million, or 7.4%, compared to $502 million for the year ended December 31, 2023.
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.
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.
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.
The excess of the fair value of purchase price consideration over the values of these identifiable assets and liabilities is recorded as goodwill.
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.
Significant estimates used in valuing land and buildings and improvements acquired in a business combination include, but are not limited to, the selection of comparable real estate sales, estimates of indirect costs, and entrepreneurial profit, which are added to the replacement cost of the acquired assets in order to estimate their fair market value.
Significant estimates used in valuing 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. 88 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.
We reported $1 million of other nonoperating income for the year ended December 31, 2024, compared to net expenses of $19 million for the year ended December 31, 2023. During the year ended December 31, 2023, the Company recognized a net loss of $21 million on the sale of Erweda BV, a European subsidiary.
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.
Goodwill is assigned to each reporting unit based upon the relative fair value of the underlying business operations. 94 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.
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.
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 on Form 10-K.
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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeAs of December 31, 2024 , we had $2,772 million of variable-rate debt under our revolver and term loan agreements bearing interest at 4.5%, plus a margin of 92.5 basis points.
Biggest changeAs of December 31, 2025, we had $2,565 million of variable-rate debt under our revolver and term loan agreements, primarily bearing interest at Adjusted SOFR of 3.9%, plus a margin of 77.5 basis points and 92.5 basis points for the revolver and term loan agreements, respectively (refer to Note 10, Debt to our consolidated financial statements for details of the entire balance by currency and rate).
We enter into foreign currency derivative instruments to manage our exposure to fluctuations in exchange rates between the functional currencies of our subsidiaries and the currencies of the underlying cash flows. All derivatives are recognized on the consolidated balance sheets at fair value. 98
We enter into foreign currency derivative instruments to manage our exposure to fluctuations in exchange rates between the functional currencies of our subsidiaries and the currencies of the underlying cash flows. All derivatives are recognized on the consolidated balance sheets at fair value. 92
A hypothetical 10% decline in the period-end functional currencies of our foreign subsidiaries relative to the U.S. dollar would have resulted in a reduction in our total equity of approximately $360 million as of December 31, 2024.
A hypothetical 10% decline in the period-end functional currencies of our foreign subsidiaries relative to the U.S. dollar would have resulted in a reduction in our total equity of approximately $310 million as of December 31, 2025.
As a result, our exposure to changes in interest rates as of December 31, 2024 primarily consists of our $353 million of unhedged variable rate debt.
As a result, our exposure to changes in interest rates as of December 31, 2025 primarily consists of our $1,021 million of unhedged variable rate debt.
These hedges include swapping $1,000 million of borrowings under the Term Loan A to a weighted average fixed interest rate of 0.49% plus a margin of 92.5 basis points through 2025 and 2% caps (plus margin) totaling $1,500 million on other variable-rate debt that expire in January 2026.
These hedges include swapping $500 million of borrowings under the Term Loan A to a weighted average fixed interest rate of 3.11% plus a margin of 92.5 basis points through February 2028 and 2% caps (plus a margin of 77.5 basis points) totaling $1,125 million on other variable-rate debt that expired in January 2026.
We have entered into interest rate hedges to effectively lock in the floating rates on $2,500 million of our variable-rate debt at a weighted average rate of 1.40% plus a margin of 92.5 basis points.
We have entered into interest rate hedges to effectively lock in the floating rates on $1,625 million of our variable-rate debt at a weighted average rate of 2.34% plus applicable margin.
As of December 31, 2024 , one-month term and daily SOFR were approximately 4.5%, therefore a 100 basis point increase in market interest rates would result in an increase in interest expense to service our variable-rate debt of approximately $4 million.
As of December 31, 2025, a 100 basis point increase in market interest rates would result in an increase in interest expense to service our variable-rate debt of approximately $10 million on an annualized basis. A 100 basis point decrease in market interest rates would result in a decrease in interest of approximately $10 million on an annualized basis.
Removed
A 100 basis point decrease in market interest rates would result in a decrease in interest of approximately $4 million.
Added
During the year ended December 31, 2025, we executed forward-starting hedges which effectively lock in the floating rates on $750 million of borrowings under the Revolving Credit Facility to a weighted average fixed interest rate of 3.19% plus a margin of 77.5 basis points upon the expiration of the above-described hedges in January 2026.
Added
These forward-starting hedges will expire in February 2028. After the replacement of the hedges which expired in January 2026 with these forward-starting hedges, our unhedged variable rate debt increased by $375 million.