8-K
Lineage, Inc. (LINE)
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
October 17, 2025
Date of Report (date of earliest event reported)
___________________________________
Lineage, Inc.
(Exact name of registrant as specified in its charter)
___________________________________
| Maryland<br><br>(State or other jurisdiction of<br><br>incorporation or organization) | 001-42191<br><br>(Commission File Number) | 82-1271188<br><br>(I.R.S. Employer Identification Number) |
|---|---|---|
| 46500 Humboldt Drive<br><br>Novi, Michigan 48377 | ||
| (Address of principal executive offices and zip code) | ||
| (800) 678-7271 | ||
| (Registrant's telephone number, including area code) |
___________________________________
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) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | Securities registered pursuant to Section 12(b) of the Act: | |||
| --- | --- | --- | |||
| Title of each class | Trading Symbol | Name of each exchange on which registered | |||
| Common stock, par value $0.01 per share | LINE | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
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 October 17, 2025, the Board of Directors (the “Board”) of Lineage, Inc. (the “Company”) appointed Robb LeMasters to serve as Chief Financial Officer of the Company, effective November 10, 2025 (the “Effective Date”). As previously disclosed, on May 29, 2025, Robert Crisci notified the Company that he intended to retire from his position as Chief Financial Officer of the Company upon the appointment of his successor. Accordingly, Mr. Crisci will cease serving as Chief Financial Officer as of the Effective Date and will remain with the Company through a transition period.
Robb LeMasters, age 48, previously served in various financial and executive leadership positions at BWX Technologies, Inc. (NYSE: BWXT) from July 2020 to May 2025, including as BWXT’s Chief Financial Officer from November 2021 to May 2025. He also served on BWXT’s Board of Directors from July 2015 to April 2020. Prior to joining BWXT, Mr. LeMasters was a Managing Director at Blue Harbour, L.P., a multi-billion dollar investment firm, a position he held since 2011. Prior to that, he was a Founding Partner of Theleme Partners from 2009 to September 2011. He also served as a Partner at The Children’s Investment Fund from 2008 to 2009 and a Vice President in the Relative Value/Event-Driven Group at Highbridge Capital Management from 2005 to 2008. Mr. LeMasters began his career as an analyst at Morgan Stanley & Co. in the Mergers and Acquisitions Group and subsequently joined Forstmann Little & Co. as an analyst. Mr. LeMasters received a Bachelor of Science from the University of Pennsylvania and a Master of Business Administration from Harvard Business School.
In connection with Mr. LeMasters’ appointment as Chief Financial Officer of the Company, the Company entered into a letter agreement with Mr. LeMasters (the “Offer Letter”), pursuant to which he will receive an annual base salary of $700,000 and, beginning for the 2026 calendar year, be eligible for a target annual performance-based bonus equal to 125% of his base salary payable in cash, equity-based awards or a combination thereof. In addition, pursuant to the Offer Letter, Mr. LeMasters will be entitled to a sign-on equity incentive award of long-term incentive plan units of Lineage OP, LP with an aggregate targeted value of $3,425,000, based on the closing price per share of the Company’s common stock on the Effective Date and assuming target performance for the performance-vesting portion. Forty percent (40%) of the sign-on equity award will vest in three substantially equal annual installments on each anniversary of Mr. LeMasters’ commencement of employment, subject to his continued service with the Company through the applicable vesting date, and the remaining sixty percent (60%) of the sign-on equity award will be subject to performance-based vesting criteria that will be established by the Equity Award Committee of the Board and measured over a three-year performance period commencing on January 1, 2026 and ending on December 31, 2028. Mr. LeMasters will also be eligible to participate in the Company’s Amended and Restated Executive Severance Plan, subject to his execution of the Participation Agreement.
The foregoing description of the Offer Letter is only a summary and is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01 - Regulation FD Disclosure.
On October 20, 2025, the Company issued a press release announcing the appointment of Mr. LeMasters as Chief Financial Officer of the Company and Ki Bin Kim as Vice President of Investor Relations of the Company. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
The information included in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 - Financial Statements and Exhibits.
(d): The following exhibits are being filed herewith:
| Exhibit No. | Description |
|---|---|
| 10.1 | Letter Agreement, dated October 17, 2025, by and between Robb LeMasters and Lineage, Inc. |
| 99.1 | Press Release of Lineage, Inc. dated October 20, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Lineage, Inc. | |
|---|---|
| (Registrant) | |
| October 20, 2025 | /s/ Natalie Matsler |
| Date | (Signature) |
| Natalie Matsler | |
| Chief Legal Officer and Corporate Secretary |
robblemasterscfoofferlet
US-DOCS\164055336 053552-0008 October 17, 2025 Robb Alan LeMasters Via E-Mail Dear Robb, We are very pleased to extend the following offer of employment with Lineage Logistics Services, LLC (the “Employer”) for the position of Chief Financial Officer of Lineage, Inc. (the “REIT”) and certain of its subsidiaries commencing on November 10, 2025 (the date you actually commence employment, the “Start Date”). The Employer, together with the REIT, are referred to herein as the Company. This offer is subject to the approval of the Compensation Committee (“Compensation Committee”) of the Board of Directors of the REIT (the “Board”). The employment relationship between you and the Company will be at-will. This means that the employment relationship is for no specific term and may be terminated by either you or the Company at any time for any reason, with or without cause or advance notice. Your employment is contingent upon you executing on or prior to the Start Date, and thereinafter complying with our standard Proprietary Information, Inventions, Non-Solicitation Agreement, Confidentiality Agreement and Arbitration Agreement, copies of which are enclosed with this offer letter. We require that you not obtain, keep, use for our benefit, or disclose to us any confidential, proprietary or trade secret information that belongs to others, unless the party who has the rights to the information expressly consents in writing in advance. Also, by signing below you affirm that you are not a party to any agreement that would limit your ability to perform your duties for us. The details of the position are listed below for your review and consideration: Position, Title and Duties: Your title will be Chief Financial Officer of the Company, reporting to the President and Chief Executive Officer of the Company (currently, Greg Lehmkuhl). You will have duties and obligations commensurate with your position. While employed with the Company, you will devote your best efforts and full business time and attention to the Company’s business and affairs, and, except as set forth on Annex A, (i) will not serve as an employee or consultant or on the board of directors or similar body of any other entity, or (ii) engage in any other business activity that is or may be competitive with the Company; provided that, you will be permitted to serve on the boards of directors of non-profit, civic or charitable organizations and manage your personal investments so long as such activities do not materially interfere with the performance of your duties as Chief Financial Officer or compete or conflict with the Company’s business. Principal Work Location: You will be permitted to work remotely as may be mutually agreed between the Company and you in accordance with the Company’s applicable policies, except for business-related travel as may be necessary from time to time, including to the Company’s principal offices, currently located in Novi, Michigan. You acknowledge that the Company’s primary finance function is based at the Company’s principal offices, and, without limiting the foregoing, you will consequently spend a meaningful amount of time working in the Company’s principal offices in order to fulfill your duties and responsibilities.
2 US-DOCS\164055336 053552-0008 Base Salary: You will receive a base salary of $700,000 per year (the “Base Salary”), pro-rated for any partial year of employment. The Compensation Committee will review your Base Salary at least annually. The Base Salary will be paid in accordance with the Company’s customary payroll practices. Incentive Plan: Commencing with the 2026 calendar year, you will be eligible to earn an annual performance bonus (the “Annual Bonus”), in the form of cash, equity-based awards, or a combination thereof, based on the attainment of certain performance objectives determined by the Compensation Committee (or with respect to any equity-based awards, the Equity Award Committee) in its sole discretion, in accordance with the Company’s applicable bonus plan or program. The aggregate dollar- denominated value of your target Annual Bonus will equal one hundred twenty-five percent (125%) of the Base Salary. The actual amount of any Annual Bonus payable to you (if any) will be determined by reference to the attainment of the applicable performance objectives, as determined by the Compensation Committee in its sole discretion. Any Annual Bonus payable in cash will be paid to you on the date on which annual cash bonuses are paid generally by the Company to its similarly situated employees, subject to your continued employment with the Company through the applicable payment date. Any Annual Bonus granted to you in the form of an equity-based award will be governed by the terms of the applicable incentive equity plan and award agreement. Sign-On Equity Award: Subject to the prior approval of the Equity Award Committee of the Board (the “Equity Award Committee”), you will receive an initial equity incentive award of LTIP units of Lineage OP, LP with an aggregate targeted value of $3,425,000, with the number of units determined based on by dividing the grant value by the closing price per share of the Company’s common stock on the Start Date (or if such date is not a trading date, the last trading day to occur immediately prior to the grant date), rounded up to the nearest whole LTIP Unit (as applicable), and with the Performance-Vesting Portion, as defined below, multiplied by 2.35 reflecting maximum performance and estimated dividends (the “Sign- On Equity Award”). Forty percent (40%) of the Sign-On Equity Award will vest in three substantially equal annual installments on each anniversary of your Start Date, subject to your continued service with the Company through the applicable vesting date (the “Time-Based Portion”) and the remaining sixty percent (60%) of the Sign-On Equity Award will be subject to performance-based vesting criteria that will be established by the Equity Award Committee, in its sole discretion, and measured over a three-year performance period commencing on January 1, 2026 and ending on December 31, 2028 (the “Performance-Based Portion”) and subject to vesting in accordance with the terms and conditions of the applicable award agreement. The Performance-Based Portion will be granted on or around April 1, 2026, at such time senior executive officers of the Company are granted equity-based awards and the Time- Based Portion will be granted within 30 days of the Start Date. The terms and conditions of the Sign-On Equity Award will be subject to such other conditions determined by the Equity Award Committee of the Board, in its sole discretion, and governed by the terms and conditions of the applicable incentive equity plan and award agreement(s). Future Equity Award: You may be eligible to be granted equity-based awards under the Company’s long- term incentive plan, subject to vesting and other conditions determined by the Equity Award Committee, in its sole discretion. The form, amount and terms of any such equity awards, if any, including whether you will be eligible for a grant in any particular calendar year, will be determined by the Equity Award Committee in its sole discretion. Stock Ownership Guidelines/Company Policies: You agree to observe and comply with all applicable laws and rules and policies of the Company, as in effect from time to time, including the Lineage, Inc. Stock
3 US-DOCS\164055336 053552-0008 Ownership Policy and the Lineage, Inc. Insider Trading Compliance Policy and Procedures. You will be subject to the Lineage, Inc. Policy for Recovery of Erroneously Awarded Compensation, as may be amended from time to time, and any other clawback or recoupment provisions as may be required pursuant to any applicable laws, stock exchange listing requirements or policies of the Company in effect from time to time. Health and Welfare/Time Off/Expense Reimbursement: You will be entitled to participate in such employee health and welfare plans and programs as the Company may from time to time offer to its executives, subject to the terms and conditions of such plans. Nothing herein is intended, or shall be construed, to require the Company to institute or continue any particular plan or benefit. You will be entitled to time off in accordance with the Company’s time off policies (e.g., vacation and paid sick leave), as in effect from time to time. The Company will reimburse all reasonable business-related (e.g., travel) expenses, subject to the Company’s internal policies with regard to such expenses. Executive Severance Plan: You will participate in the Lineage, Inc. Amended and Restated Executive Severance Plan (the “Executive Severance Plan”), subject to your execution of a Participation Agreement with the Company substantially in the form attached thereto as Exhibit A. As described in more detail in the Executive Severance Plan, you will be entitled to certain payments and benefits in the event that your employment with the REIT or any subsidiary (including the Employer) terminates under certain specified circumstances. A copy of the Executive Severance Plan is enclosed with this offer letter. Tax Matters: All payments contemplated by this offer letter will be subject to any required withholding of federal, state and local taxes pursuant to any applicable law or regulation and the Company will be entitled to withhold any and all such taxes from amounts payable under this offer letter. To the extent applicable, this offer letter will be interpreted in such manner as necessary to assure exemption from, or compliance with, Section 409A of the Internal Revenue Code (the “Code”) and Department of Treasury regulations and other interpretive guidance issued thereunder (collectively, “Section 409A”). Notwithstanding anything to the contrary herein, no compensation or benefits will be paid to you during the six-month period following your “separation from service” if paying such amounts at the time or times indicated in this offer letter would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six-month period (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution), the Company will pay you a lump-sum amount equal to the cumulative amount that would have otherwise been payable to you during such period (without interest). In no event will the Company or its affiliates be liable for any taxes, interest or penalties imposed on you under Section 409A or any corresponding provision of state or local law. Entire Agreement: This offer letter, together with the enclosures, constitutes the complete employment agreement between you and the Company and supersedes any prior agreements, representations or understandings (whether written, oral or implied) between you and the Company. This offer letter may not be amended or modified, except by an express written agreement signed by both you and a duly authorized officer of the Company. Governing Law: This offer letter shall be interpreted and construed in accordance with the laws of the state of Virginia without regard to any conflicts of laws principles.
4 US-DOCS\164055336 053552-0008 This offer, and any employment pursuant to this offer, is conditioned upon your consent to, and results that are satisfactory to the Company of reference and background checks. You agree to execute and deliver such other instruments and to take such other action as may reasonably be required to effectuate the terms and provisions of this offer letter. *** We hope that you accept our offer of employment and look forward to having you join our team! You may indicate your agreement with these terms and accept this offer by signing and dating below. Sincerely, s/ Greg Lehmkuhl Greg Lehmkuhl President and Chief Executive Officer Lineage, Inc. Enclosures: Proprietary Information, Inventions, Non-Solicitation Agreement Confidentiality Agreement Arbitration Agreement Executive Severance Plan Offer Acceptance Signature: s/ Robb Alan LeMasters Robb Alan LeMasters 10/17/2025 Signature – Robb Alan LeMasters Printed Name Date
lineagepressrelase_cfoan
LINEAGE ANNOUNCES NEW CHIEF FINANCIAL OFFICER Robb LeMasters to join as Chief Financial Officer; Ki Bin Kim to join as Vice President of Investor Relations. Novi, MI – October 20, 2025 – Lineage, Inc. (NASDAQ: LINE), the world’s largest global temperature-controlled warehouse REIT, today announced the appointment of Robb LeMasters as Chief Financial Officer, effective November 10, 2025. LeMasters will succeed Rob Crisci, who previously announced his intent to retire and will remain with the company in an advisory role through a transition period. LeMasters brings to Lineage more than two decades of finance and executive leadership experience, with a record of driving disciplined growth, capital efficiency, and shareholder value across complex, capital-intensive businesses. Most recently, he served as Chief Financial Officer of BWX Technologies, Inc. (NYSE: BWXT), where he helped guide the company’s financial strategy and expansion within the energy and industrial sectors. Prior to BWXT, LeMasters was a Managing Director at Blue Harbour Group, a public markets focused investment firm which concentrated on driving long-term value creation, and held senior roles at Theleme Partners, The Children’s Investment Fund, and Highbridge Capital Management. He began his career as an analyst at Morgan Stanley in the mergers and acquisitions group and subsequently joined Forstmann Little & Co. as a private equity analyst. LeMasters earned a bachelor’s degree from the Wharton School at the University of Pennsylvania and a Master of Business Administration from the Harvard Business School. “Robb’s depth of experience in managing complex financial operations and creating long- term value for global investors makes him an ideal fit for Lineage,” said Greg Lehmkuhl, President and Chief Executive Officer of Lineage. “His leadership will further strengthen our team and support our strategy to grow as the world’s most trusted, connected temperature-controlled warehousing and logistics partner.” “I’m excited to join Lineage at such a pivotal time,” said LeMasters. “This company has built an extraordinary global network with a clear mission and significant runway for growth. I look forward to partnering with the leadership team to build on that momentum, advance our financial strategy, and deliver value for our stakeholders.” Today, Lineage also announced the appointment of Ki Bin Kim as Vice President of Investor Relations.
Kim joins Lineage from Truist Securities, where he served as Managing Director of U.S. REIT Equity Research. With over two decades of experience in financial services and equity research, Kim brings deep public real estate sector expertise and a proven track record of delivering actionable insights to institutional investors. At Truist, he was recognized for his coverage of leading public REITs and consistently ranked among top analysts for his performance. “We are thrilled to welcome Ki Bin to the Lineage team,” said Lehmkuhl. “His extensive knowledge of the REIT landscape and strong relationships across the investment community will be invaluable as we continue to grow our business and communicate our strategic vision to our stakeholders.” In his new role, Kim will lead Lineage’s global investor relations strategy, serving as the company’s primary liaison with the investment community. He will focus on strengthening relationships with existing and prospective investors, as well as communicating the company’s financial performance, growth strategy, and long-term vision for value creation. For more information, please visit ir.onelineage.com. About Lineage Lineage, Inc. (NASDAQ: LINE) is the world’s largest global temperature-controlled warehouse REIT with a network of over 485 strategically located facilities totaling approximately 86 million square feet and approximately 3.1 billion cubic feet of capacity across countries in North America, Europe, and Asia-Pacific. Coupling end-to-end supply chain solutions and technology, Lineage partners with some of the world’s largest food and beverage producers, retailers, and distributors to help increase distribution efficiency, advance sustainability, minimize supply chain waste, and, most importantly, feed the world. Learn more at onelineage.com and join us on LinkedIn, Facebook, Instagram, and X. Forward Looking Statements Certain statements contained in this press release may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Lineage intends for all such forward-looking statements to be covered by the applicable safe harbor provisions for forward-looking statements contained in those acts. Such forward-looking statements can generally be identified by Lineage’s use of forward-looking terminology such as “may,”
“will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue,” “seek,” “objective,” “goal,” “strategy,” “plan,” “focus,” “priority,” “should,” “could,” “potential,” “possible,” “look forward,” “optimistic,” or other similar words. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Such statements are subject to certain risks and uncertainties, including known and unknown risks, which could cause actual results to differ materially from those projected or anticipated. Therefore, such statements are not intended to be a guarantee of Lineage’s performance in future periods. Except as required by law, Lineage does not undertake any obligation to update or revise any forward-looking statements contained in this release. Media Contact Megan Hendricksen VP, Global Marketing & Communications pr@onelineage.com ###