8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 25, 2025

AMERICOLD REALTY TRUST, INC.

(Exact name of registrant as specified in its charter)

Maryland	001-34723	93-0295215
(State or other jurisdiction<br>of incorporation)	(Commission<br>File Number)	(IRS Employer<br>Identification No.)

10 Glenlake Parkway, South Tower, Suite 600

Atlanta, Georgia, 30328

(Address of principal executive offices and zip code)

(678) 441-1400

Registrant’s telephone number, including area code:

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br>Symbol	Name of each exchange<br>on which registered
Common Stock, $0.01 par value per share	COLD	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On August 25, 2025, the Board of Directors (the “Board”) of Americold Realty Trust, Inc. (the “Company”), appointed Robert S. Chambers, the Company’s current President as the Company’s next Chief Executive Officer and member of the Board, effective September 1, 2025. Mr. Chambers will no longer serve as President effective September 1, 2025. At that time, George F. Chappelle, Jr. will retire and step down from his positions as Chief Executive Officer and member of the Board. Mr. Chappelle’s resignation is not the result of any disagreement with the Company on any matter related to the Company’s operations, policies or practices.

Mr. Chambers, age 43, previously served as President of the Company since June 2025 and President, Americas of the Company from January 2024 to June 2025. He had rejoined the Company in January of 2020 as Executive Vice President and Chief Commercial Officer. Prior to rejoining the Company, he served as the Chief Financial Officer of Saia LTL Freight (NASDAQ: SAIA) from May of 2019 through January of 2020. Mr. Chambers previously served as the Company’s Vice President, Commercial Finance from September of 2013 through April of 2019. Before originally joining the Company, Mr. Chambers was the Senior Director of Finance for CEVA Logistics from 2010 through 2013. Prior to that, he was a Manager in the Audit and Advisory practice at KPMG. Mr. Chambers is a Certified Public Accountant. He received both his bachelor’s degree and his Masters of Accounting degree from Stetson University.

Robert Chambers Offer Letter

In connection with Mr. Chambers’ appointment, Mr. Chambers and the Company executed an offer letter on August 25, 2025 (the “Offer Letter”). Pursuant to the Offer Letter, during Mr. Chambers’ employment with the Company, he will receive an initial base salary of $1,000,000 per year, and an annual cash incentive opportunity at target of 160%, which will be prorated for fiscal year 2025. Mr. Chambers will be eligible to receive annual equity awards with a target value of $3,750,000, pursuant to the terms of the Company’s shareholder-approved equity plan.

Pursuant to the Offer Letter, Mr. Chambers will receive a sign on equity grant with a grant date fair value of $575,000, with the grant to be in the form of time-based restricted stock. The time-based restricted stock will vest in three tranches on each of the anniversaries of the grant date.

Mr. Chambers is expected to enter into the Company’s previously disclosed Executive Severance Benefits Plan and participate in the employee benefit plans and programs provided by the Company to other senior executives. Mr. Chambers will be covered by any Company directors and officers insurance policies.

There are no family relationships, as defined in Item 401 of Regulation S-K, between Mr. Chambers and any of the Company’s executive officers or directors or persons nominated or chosen to become a director or executive officer. Mr. Chambers has not engaged in any transaction with the Company during the last fiscal year, and does not propose to engage in any transaction, that would be reportable under Item 404(a) of Regulation S-K.

George Chappelle Retirement Agreement

In connection with Mr. Chappelle’s separation, the Company has entered into a Retirement Agreement and General Release of Claims with Mr. Chappelle (the “Retirement Agreement”). Pursuant to the Retirement Agreement, Mr. Chappelle’s awards granted to him during his tenure will be treated as originally established in the award agreements, with time-based continuing to vest and performance-based being pro-rated based on the portion of the performance period Mr. Chappelle remained employed with the Company, with payout based on actual performance at the end of such performance period applied to the pro-rated portion (which will be treated as prescribed for retirement in the documents governing such awards). In addition, the Company agreed to pay (i) for the cost of the premium for Mr. Chappelle’s continued benefits coverage, if Mr. Chappelle properly and timely elects to continue such coverage, under the Company’s benefits plan in accordance with the continuation requirements of “COBRA” for up to 18 months from or until Mr. Chappelle becomes eligible for coverage under a plan or program of any other employer, at which time the Company’s obligation to provide benefits shall terminate; and (ii) a pro-rated amount (8/12 months) equal to the annual incentive compensation opportunity for the actual Company EBITDA financial component that the he would otherwise have received for the 2025 fiscal year. Mr. Chappelle agreed (i) to release certain claims against the Company and (ii) that his post-termination restrictive covenants (as amended by the Retirement Agreement) remain in effect.

Item 7.01 — Regulation FD Disclosure

A copy of the Company’s press release relating to the announcement described in Item 5.02, dated August 25, 2025, is furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01 — Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated August 25, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

AMERICOLD REALTY TRUST, INC.
By:	/s/ E. Jay Wells
Name: E. Jay Wells
Title: EVP & Chief Financial Officer

Date: August 25, 2025

EX-99.1

Exhibit 99.1

Americold Appoints Robert S. Chambers as Chief Executive Officer

•	Appointed Chief Executive Officer and a member of Board of Directors effective September 1, 2025<br>
•	Builds on progressive leadership experience with Americold and nearly two decades in logistics and supply chain<br>management
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•	Underscores Board’s commitment to thoughtful, long-term succession planning
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•	Company Reaffirms Full-Year 2025 Financial Outlook
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ATLANTA, August 25, 2025 – Americold Realty Trust, Inc. (NYSE: COLD), a global leader in temperature-controlled logistics, real estate, and value-added services, today announced the company’s Board of Directors has unanimously appointed Robert S. Chambers as Chief Executive Officer and a member of the Board of Directors of Americold, effective September 1, 2025. Mr. Chambers’ appointment follows George Chappelle’s decision to retire from the company and Board following a distinguished four-decade career.

Mr. Chambers has extensive leadership experience in warehouse and supply chain management, as well as considerable financial and operational expertise. He currently serves as Americold’s President, overseeing the company’s global operations including, commercial strategy, sales, engineering, development, information technology, customer experience, and supply chain innovation. Throughout his 12-year career with Americold, he has played a key role in shaping the company’s commercial business practices and corporate strategy across a variety of end-market conditions. Prior to Mr. Chambers’ current role, he served as President, Americas; Executive Vice President and Chief Commercial Officer; and Vice President of Commercial Finance.

Beyond his experience with Americold, Mr. Chambers has a broad background in supply chain and logistics, including serving as Chief Financial Officer of Saia Inc., a publicly listed transportation and logistics company, as well as leadership roles at CEVA Logistics. Earlier in his career, Mr. Chambers worked for KPMG and is a licensed CPA and Chartered Global Management Accountant. He currently serves on the boards of the Global Cold Chain Alliance and the Stetson University School of Business.

“Rob is a seasoned industry executive with deep institutional and industry knowledge,” said Mark Patterson, Americold’s Chairman of the Board and Chairman of the Nominating and Corporate Governance Committee. “His contributions to the business over the past 12 years have been instrumental to Americold’s success, and his strategic vision and experience make him the ideal leader to guide the company, its people and investments into the future. Rob’s background in supply chain and logistics has brought new perspectives to the business, setting standards for commercial excellence across the industry, while unlocking unique opportunities with our strategic partners and customers. He has demonstrated strong leadership, and along with the company’s deep and talented executive team, we are confident that Rob will continue to advance Americold’s strategic priorities and position it to deliver long-term value for all stakeholders.”

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“I’m honored to take on the CEO role for Americold and look forward to working alongside our talented and dedicated team of associates around the globe,” said Mr. Chambers. “We have an opportunity to build on our reputation for service and operational excellence and position Americold as the provider of choice to the world’s largest food manufacturers, distributors and retailers. I believe we have the right people, assets and strategy to unlock the long-term growth potential for our business and I’m excited by the opportunities ahead.”

Mr. Patterson continued, “On behalf of the Board of Directors, I want to thank George for his invaluable leadership and contributions to Americold. His strategic vision and passion for operational excellence have established a strong foundation for continued growth and success. The Board and leadership team extend their deep appreciation for his service to Americold and wish him the best in his well-earned retirement.”

“I’m proud to have led Americold through a period of exciting growth, including improved service levels, increased efficiencies and expanded margins,” said Mr. Chappelle. “Together, we’ve built a strong foundation grounded in operational excellence, customer trust, and a culture of accountability, positioning Americold for long-term success. I’m confident that under Rob’s leadership, the company will continue to thrive in the future as the team builds on its global network of mission-critical cold-chain infrastructure.”

Americold reaffirms its full-year 2025 financial outlook as communicated on August 7, 2025, when it reported second quarter 2025 results and remains focused on disciplined execution, operational excellence, and long-term value creation.

The company will be participating in several investment conferences over the coming months to provide investors with the opportunity to meet with members of the executive leadership team, including Mr. Chambers and Jay Wells, Executive Vice President and Chief Financial Officer. Upcoming conference participation includes the 17th Annual Evercore Real Estate Conference from September 3-5; Bank of America 2025 Global Real Estate Conference from September 9-11; and Nareit’s REITworld 2025 Annual Conference during December 8-11, 2025.

About Americold

Americold (NYSE: COLD) is a global leader in temperature-controlled logistics and real estate, with a more than 120-year legacy of innovation and reliability. With more than 230 facilities across North America, Europe, Asia-Pacific, and South America – totaling approximately 1.5 billion refrigerated cubic feet – Americold ensures the safe, efficient movement of refrigerated products worldwide.

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Our facilities are an integral part of the global food supply chain, connecting producers, processors, distributors, and retailers with tailored, value-added services supported by responsive and reliable supply chains. Leveraging deep industry expertise, smart technology, and sustainable practices, Americold delivers world-class service that creates lasting value for our customers and the communities we serve. Visit www.americold.com to learn more.

Forward-Looking Statements

This press release contains statements about future events and expectations that constitute forward-looking statements. Forward-looking statements are based on our beliefs, assumptions and expectations of our future financial and operating performance and growth plans, taking into account the information currently available to us. These statements are not statements of historical fact. Forward-looking statements involve risks and uncertainties that may cause our actual results to differ materially from the expectations of future results we express or imply in any forward-looking statements, and you should not place undue reliance on such statements. Factors that could contribute to these differences include the following: rising inflationary pressures, increased interest rates and operating costs; national, international, regional and local economic conditions, including impacts and uncertainty from trade disputes and tariffs on goods imported to the United States and goods exported to other countries; periods of economic slowdown or recession; labor and power costs; labor shortages; our relationship with our associates, the occurrence of any work stoppages or any disputes under our collective bargaining agreements and employment related litigation; the impact of supply chain disruptions; risks related to rising construction costs; risks related to expansions of existing properties and developments of new properties, including failure to meet budgeted or stabilized returns within expected time frames, or at all, in respect thereof; uncertainty of revenues, given the nature of our customer contracts; acquisition risks, including the failure to identify or complete attractive acquisitions or failure to realize the intended benefits from our recent acquisitions; difficulties in expanding our operations into new markets; uncertainties and risks related to public health crises; a failure of our information technology systems, systems conversions and integrations, cybersecurity attacks or a breach of our information security systems, networks or processes; risks related to implementation of the new ERP system, defaults or non-renewals of significant customer contracts; risks related to privacy and data security concerns, and data collection and transfer restrictions and related foreign regulations; changes in applicable governmental regulations and tax legislation; risks related to current and potential international operations and properties; actions by our competitors and their increasing ability to compete with us; changes in foreign currency exchange rates; the potential liabilities, costs and regulatory impacts associated with our in-house trucking services and the potential disruptions associated with our use of third-party trucking service providers for transportation services to our customers; liabilities as a result of our participation in multi-employer pension plans; risks related to the partial ownership of properties, including our JV investments; risks related to natural disasters;

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adverse economic or real estate developments in our geographic markets or the temperature-controlled warehouse industry; changes in real estate and zoning laws and increases in real property tax rates; general economic conditions; risks associated with the ownership of real estate generally and temperature-controlled warehouses in particular; possible environmental liabilities; uninsured losses or losses in excess of our insurance coverage; financial market fluctuations; our failure to obtain necessary outside financing on attractive terms, or at all; risks related to, or restrictions contained in, our debt financings; decreased storage rates or increased vacancy rates; the potential dilutive effect of our common stock offerings, including our ongoing at the market program; the cost and time requirements as a result of our operation as a publicly traded REIT; and our failure to maintain our status as a REIT.

Words such as “anticipates,” “believes,” “continues,” “estimates,” “expects,” “goal,” “objectives,” “intends,” “may,” “opportunity,” “plans,” “potential,” “near-term,” “long-term,” “projections,” “assumptions,” “projects,” “guidance,” “forecasts,” “outlook,” “target,” “trends,” “should,” “could,” “would,” “will” and similar expressions are intended to identify such forward-looking statements, although not all forward-looking statements may contain such words. Examples of forward-looking statements included in this press release include, but are not limited to, those regarding our 2025 outlook, long term growth potential of the business, and our migration of our customers to fixed commitment storage contracts. We qualify any forward-looking statements entirely by these cautionary factors. Other risks, uncertainties and factors, including those discussed under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, and other reports filed with the Securities and Exchange Commission, could cause our actual results to differ materially from those projected in any forward-looking statements we make. We assume no obligation to update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future except to the extent required by law.

Contacts:

Investor Relations:

Richard Leland

Telephone: 561-523-8587

Email: investor.relations@americold.com

Media Relations:

Elizabeth McMillan, APR

Telephone: 762-821-9631

Email: mediarelations@americold.com

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