Lineage, Inc 10-Q for FY2026 Q1
Lineage, Inc. (LINE)
10-Q
2026-05-06
For: 2026-03-31
View Original
Added on
May 06, 2026
About this 10-Q
Lineage, Inc filed this 10-Q on May 6, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).
Headline figures
Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.3B
- up 0.4% from $1.29B a year earlier
- Net loss
- $46M
- compared with net income of $0 a year earlier
- Diluted EPS
- -$0.18
- compared with $0.01 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended March 31, 2026
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission file number 001-42191
___________________________________
(Exact name of registrant as specified in its charter)
___________________________________
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
(800 ) 678-7271
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| x | Accelerated filer | o | ||||||||||||
| Non-accelerated filer | o | Smaller reporting company | ||||||||||||
| 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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
As of April 30, 2026, the registrant had outstanding 227,674,365 shares of common stock.
Table of Contents
Page | |||||
1
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. In particular, statements pertaining to our business and growth strategies, investment and development activities and trends in our business, contain forward-looking statements. When used in this Quarterly Report on Form 10-Q, the words “estimate,” “anticipate,” “expect,” “believe,” “intend,” “may,” “will,” “could,” “should,” “would,” “seek,” “position,” “support,” “drive,” “enable,” “optimistic,” “target,” “opportunity,” “approximately” or “plan,” or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters are intended to identify forward-looking statements. You can also identify forward-looking statements by discussions of strategy, plans, or intentions of management.
Forward-looking statements involve numerous risks and uncertainties, and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data, or methods that may be incorrect or imprecise, and we may not be able to realize them. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:
•general business and economic conditions;
•continued volatility and uncertainty in the credit markets and broader financial markets, including potential fluctuations in the Consumer Price Index and changes in foreign currency exchange rates;
•the impact of tariffs and global trade disruptions on us and our customers;
•other risks inherent in the real estate business, including customer defaults, potential liability related to environmental matters, illiquidity of real estate investments and potential damages from natural disasters;
•the availability of suitable acquisitions and our ability to acquire properties or businesses on favorable terms;
•our success in implementing our business strategy and our ability to identify, underwrite, finance, consummate, integrate and manage diversifying acquisitions or investments;
•our ability to meet budgeted or stabilized returns on our development and expansion projects within expected time frames, or at all;
•our ability to manage our expanded operations, including expansion into new markets or business lines;
•our failure to realize the intended benefits from, or disruptions to our plans and operations or unknown or contingent liabilities related to, our recent and future acquisitions and greenfield developments;
•our failure to successfully integrate and operate acquired or developed properties or businesses;
•our ability to renew significant customer contracts;
•the impact of supply chain disruptions, including the impact on labor availability, raw material availability, manufacturing and food production, and transportation;
•difficulties managing an international business and acquiring or operating properties in foreign jurisdictions and unfamiliar metropolitan areas;
•changes in political conditions, geopolitical turmoil, political instability, civil disturbances, restrictive governmental actions or nationalization in the countries in which we operate;
•the degree and nature of our competition;
•our failure to generate sufficient cash flows to service our outstanding indebtedness;
•our ability to access debt and equity capital markets;
2
•continued volatility in interest rates;
•increased power, labor, or construction costs;
•changes in consumer demand or preferences for products we store in our warehouses;
•decreased storage rates or increased vacancy rates;
•labor shortages or our inability to attract and retain talent;
•changes in, or the failure or inability to comply with, government regulation;
•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 associated with artificial intelligence (“AI”);
•our failure to maintain an effective system of internal control over financial reporting;
•our failure to maintain our status as a real estate investment trust (“REIT”) for U.S. federal income tax purposes;
•changes in local, state, federal, and international laws and regulations, including related to taxation, tariffs, real estate and zoning laws, increases in real property tax rates, and challenges to our tax positions;
•the impact of any financial, accounting, legal, tax, or regulatory issues or litigation that may affect us; and
•additional factors discussed in the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in this Quarterly Report on Form 10-Q and in the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in our most recent Annual Report on Form 10-K.
You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date such statements are made. While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We undertake no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect the occurrence of unanticipated events, except as required by law. In light of these risks and uncertainties, the forward-looking events discussed in this Quarterly Report on Form 10-Q might not occur as described, or at all.
Certain Terms Used in this Quarterly Report
Unless otherwise specified or required by the context, references in this Quarterly Report to “we,” “our,” “us,” “Lineage,” or the “Company” refer to Lineage, Inc., a Maryland corporation, and its consolidated subsidiaries. References herein to “our operating partnership” mean, prior to its conversion to a Maryland limited partnership in connection with the formation transactions, Lineage OP, LLC, a Delaware limited liability company, and after such conversion, Lineage OP, LP, a Maryland limited partnership. Lineage OP, LP, is our direct subsidiary and is managed by us.
In general, references to “Bay Grove” herein are to Bay Grove Capital Group LLC (“BG Capital”), a private owner-operator firm founded by our Co-Executive Chairmen, and its affiliated entities, including Bay Grove Management Company, LLC (“Bay Grove Management”) and Bay Grove Capital LLC (“Bay Grove Capital”), but excluding BGLH and the Co-Executive Chairmen. In general, references to “BGLH” are to BG Lineage Holdings, LLC, and its subsidiary BG Lineage Holdings LHR, LLC, (“LHR”). BG Capital is the managing member of Bay Grove Capital and Bay Grove Management, which is the managing member of BGLH. Our Co-Executive Chairmen, Adam Forste and Kevin Marchetti, are the managing members of BG Capital. BG Capital is also the managing member of BG Maverick, LLC (“BG Maverick”) and BG Cold, LLC (“BG Cold”).
3
Part I - Financial Information
Item 1. Financial Statements
LINEAGE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except par values)
| March 31, | December 31, | ||||||||||
| 2026 | 2025 | ||||||||||
| (Unaudited) | |||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash, cash equivalents, and restricted cash | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Non-current assets: | |||||||||||
| Property, plant, and equipment, net | |||||||||||
| Finance lease right-of-use assets, net | |||||||||||
| Operating lease right-of-use assets, net | |||||||||||
| Equity method investments | |||||||||||
| Goodwill | |||||||||||
| Other intangible assets, net | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities, Redeemable Noncontrolling Interests, and Equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable and accrued liabilities | $ | $ | |||||||||
| Accrued dividends and distributions | |||||||||||
| Deferred revenue | |||||||||||
| Current portion of long-term debt, net | |||||||||||
| Total current liabilities | |||||||||||
| Non-current liabilities: | |||||||||||
| Long-term finance lease obligations | |||||||||||
| Long-term operating lease obligations | |||||||||||
| Deferred income tax liability | |||||||||||
| Long-term debt, net | |||||||||||
| Other long-term liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (Note 15) | |||||||||||
| Redeemable noncontrolling interests | |||||||||||
| Stockholders’ equity: | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital - common stock | |||||||||||
| Retained earnings (accumulated deficit) | ( | ( | |||||||||
| Accumulated other comprehensive income (loss) | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Noncontrolling interests | |||||||||||
| Total equity | |||||||||||
| Total liabilities, redeemable noncontrolling interests, and equity | $ | $ | |||||||||
See accompanying notes to condensed consolidated financial statements.
4
LINEAGE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(in millions, except per share amounts)
| Three Months Ended March 31, | |||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||
| (Unaudited) | |||||||||||||||||||||||||||||
| Net revenues | $ | $ | |||||||||||||||||||||||||||
| Cost of operations | |||||||||||||||||||||||||||||
| General and administrative expense | |||||||||||||||||||||||||||||
| Depreciation expense | |||||||||||||||||||||||||||||
| Amortization expense | |||||||||||||||||||||||||||||
| Acquisition, transaction, and other expense | |||||||||||||||||||||||||||||
| Restructuring, impairment, and (gain) loss on disposals | ( | ||||||||||||||||||||||||||||
| Total operating expense | |||||||||||||||||||||||||||||
| Income from operations | |||||||||||||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||||||||
| Equity income (loss), net of tax | ( | ( | |||||||||||||||||||||||||||
| Gain (loss) on foreign currency transactions, net | |||||||||||||||||||||||||||||
| Interest expense, net | ( | ( | |||||||||||||||||||||||||||
| Other nonoperating income (expense), net | |||||||||||||||||||||||||||||
| Total other income (expense), net | ( | ( | |||||||||||||||||||||||||||
| Net income (loss) before income taxes | ( | ||||||||||||||||||||||||||||
| Income tax expense (benefit) | |||||||||||||||||||||||||||||
| Net income (loss) | ( | ||||||||||||||||||||||||||||
| Less: Net income (loss) attributable to noncontrolling interests | ( | ||||||||||||||||||||||||||||
| Net income (loss) attributable to Lineage, Inc. | ( | ||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax: | |||||||||||||||||||||||||||||
| Unrealized gain (loss) on interest rate hedges and foreign currency hedges | ( | ||||||||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ||||||||||||||||||||||||||||
| Comprehensive income (loss) | ( | ||||||||||||||||||||||||||||
| Less: Comprehensive income (loss) attributable to noncontrolling interests | ( | ||||||||||||||||||||||||||||
| Comprehensive income (loss) attributable to Lineage, Inc. | $ | ( | $ | ||||||||||||||||||||||||||
| Basic earnings (loss) per share | $ | ( | $ | ||||||||||||||||||||||||||
| Diluted earnings (loss) per share | $ | ( | $ | ||||||||||||||||||||||||||
| Weighted average common shares outstanding: | |||||||||||||||||||||||||||||
| Basic | |||||||||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
5
LINEAGE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY (Unaudited)
| Redeemable noncontrolling interests | Common Stock | Retained earnings (accumulated deficit) | Accumulated other comprehensive income (loss) | Noncontrolling interests | Total equity | |||||||||||||||||||||||||||||||||||||||||||||||||||
| (in millions, except per share amounts) | Number of shares | Amount at par value | Additional paid-in capital | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
Dividends ($ | — | — | — | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Redeemable noncontrolling interest redemption value adjustment | ( | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Reallocation of noncontrolling interests | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
6
LINEAGE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY (Unaudited)
| Redeemable noncontrolling interests | Common Stock | Retained earnings (accumulated deficit) | Accumulated other comprehensive income (loss) | Noncontrolling interests | Total equity | |||||||||||||||||||||||||||||||||||||||||||||||||||
| (in millions, except per share amounts) | Number of shares | Amount at par value | Additional paid-in capital | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
Dividends ($ | — | — | — | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Withholding of common stock for employee taxes | — | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Redemption of redeemable noncontrolling interests | ( | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Reallocation of noncontrolling interests | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| OP Units reclassification | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
7
LINEAGE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
| Three Months Ended March 31, | |||||||||||||||||
| 2026 | 2025 | ||||||||||||||||
| (Unaudited) | |||||||||||||||||
| Cash flows from operating activities: | |||||||||||||||||
| Net income (loss) | $ | ( | $ | ||||||||||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||||||||||
| Provision for credit losses | |||||||||||||||||
Gain on insurance recovery | ( | ( | |||||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Stock-based compensation | |||||||||||||||||
| (Gain) loss on foreign currency transactions, net | ( | ( | |||||||||||||||
| Deferred income tax | |||||||||||||||||
| Other operating activities | |||||||||||||||||
| Changes in operating assets and liabilities (excluding effects of acquisitions): | |||||||||||||||||
| Accounts receivable | ( | ( | |||||||||||||||
| Prepaid expenses, other assets, and other long-term liabilities | ( | ( | |||||||||||||||
| Inventories | |||||||||||||||||
| Accounts payable and accrued liabilities and deferred revenue | ( | ( | |||||||||||||||
| Right-of-use assets and lease obligations | |||||||||||||||||
| Net cash provided by operating activities | |||||||||||||||||
| Cash flows from investing activities: | |||||||||||||||||
| Purchase of property, plant, and equipment | ( | ( | |||||||||||||||
| Proceeds from sale of assets | |||||||||||||||||
| Proceeds from insurance recovery on impaired long-lived assets | |||||||||||||||||
| Investments in Emergent Cold LatAm Holdings, LLC | ( | ( | |||||||||||||||
| Other investing activity | |||||||||||||||||
| Net cash used in investing activities | ( | ( | |||||||||||||||
| Cash flows from financing activities: | |||||||||||||||||
| Dividends and other distributions | ( | ( | |||||||||||||||
| Repayments of long-term debt and finance leases | ( | ( | |||||||||||||||
| Borrowings on Revolving Credit Facility | |||||||||||||||||
| Repayments on Revolving Credit Facility | ( | ( | |||||||||||||||
| Other financing activity | ( | ( | |||||||||||||||
| Net cash provided by financing activities | |||||||||||||||||
| Impact of foreign exchange rates on cash, cash equivalents, and restricted cash | ( | ||||||||||||||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | |||||||||||||||||
| Cash, cash equivalents, and restricted cash at the beginning of the period | |||||||||||||||||
| Cash, cash equivalents, and restricted cash at the end of the period | $ | $ | |||||||||||||||
8
LINEAGE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
| Three Months Ended March 31, | |||||||||||||||||
| 2026 | 2025 | ||||||||||||||||
| (Unaudited) | |||||||||||||||||
| Supplemental disclosures of cash flow information: | |||||||||||||||||
| Cash paid for taxes, net of refunds | $ | $ | |||||||||||||||
| Cash paid for interest, net of capitalized interest | $ | $ | |||||||||||||||
| Noncash activities: | |||||||||||||||||
| Purchases of property, plant, and equipment in Accounts payable and accrued liabilities | $ | $ | |||||||||||||||
| Accrued dividends, distributions, and dividend equivalents | $ | $ | |||||||||||||||
| Assets acquired through exercise of a purchase option in a finance lease | $ | $ | |||||||||||||||
See accompanying notes to condensed consolidated financial statements.
9
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
Table of Contents for Notes to Condensed Consolidated Financial Statements
| Note | Page | |||||||
| Note 1 | ||||||||
| Note 2 | ||||||||
| Note 3 | ||||||||
| Note 4 | ||||||||
| Note 5 | ||||||||
| Note 6 | ||||||||
| Note 7 | ||||||||
| Note 8 | ||||||||
| Note 9 | ||||||||
| Note 10 | ||||||||
| Note 11 | ||||||||
| Note 12 | ||||||||
| Note 13 | ||||||||
| Note 14 | ||||||||
| Note 15 | ||||||||
| Note 16 | ||||||||
| Note 17 | ||||||||
| Note 18 | ||||||||
10
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
(1)Significant accounting policies and practices
(a)Nature of operations
Lineage, Inc. together with its subsidiaries (individually or collectively as the context requires, the “Company”) is a global temperature-controlled warehouse real estate investment trust (“REIT”) with a modern and strategically located network of temperature-controlled warehouses. The Company offers a broad range of essential warehousing services and integrated solutions for a variety of customers with complex requirements in the food supply chain. The Company's primary business is temperature-controlled warehousing, and the Company owns and operates the majority of its facilities. The Company provides customers with storage space, as well as handling and other warehousing services. The Company may rent to a customer an entire warehouse, a set amount of reserved space in a warehouse for a set term, or non-exclusive space in a warehouse pursuant to a storage agreement. In addition, the Company operates several critical and value-add temperature-controlled business lines within its integrated solutions business, including, among others, transportation and refrigerated rail car leasing. Lineage Logistics Holdings, LLC (“LLH”) is the Company’s principal operating subsidiary. Bay Grove Management Company, LLC (“Bay Grove Management”), an affiliate of Bay Grove Capital, LLC (“Bay Grove Capital”), provides LLH operating support pursuant to a transition services agreement. As of the date of these financial statements, the majority of the outstanding common shares of the Company were held by BG Lineage Holdings, LLC, a Delaware limited liability company. The Company is the general partner of Lineage OP, LP (“Lineage OP” or the “Operating Partnership”) and owns a controlling 90 % financial interest in Lineage OP. Lineage OP holds all direct interests in LLH other than certain interests held by BG Maverick, LLC (“BG Maverick”).
(b)Basis of presentation and principles of consolidation
The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with the accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These financial statements include all adjustments, which consist of normal, recurring adjustments and transactions or events discretely impacting the interim periods, considered necessary for a fair statement of the financial position, results of operations, and cash flows of the Company. Certain prior period amounts have been reclassified to conform to current period presentation.
The accompanying condensed consolidated financial statements include the accounts of Lineage, Inc. consolidated with the accounts of all subsidiaries and affiliates in which the Company holds a controlling financial interest as of the financial statement date. The operating results for the interim periods ended March 31, 2026 and 2025 are not necessarily indicative of results for the full year and should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in its Annual Report on Form 10-K for the year ended December 31, 2025.
(c)Use of estimates in preparation of financial statements
The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the financial statement date and the reported amounts of revenues and expenses during the period. The Company bases its estimates on various factors and information which may include, but are not limited to, history and prior experience, expected future results, new related events, and economic conditions, which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from the estimates used in preparing the Company’s condensed consolidated financial statements.
(d)Accounts receivable
11
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
(e)Investments in partially owned nonconsolidated entities
The Company accounts for its investments in partially owned entities where the Company does not have a controlling interest but has significant influence using the equity method of accounting, under which the Company’s share of net income or loss of the entity is recognized in income or loss and presented in Equity method investments in the condensed consolidated balance sheets. Allocations of profits and losses are made per the terms of the organizational documents. The Company’s ownership percentages in such entities range from 8.8 % to 50.0 %.
The Company has committed to invest up to a total of $108 million in its equity method investment Emergent Cold LatAm Holdings, LLC (“LatAm”). The Company has invested a total of $101 million as of March 31, 2026, of which the Company invested $2 million and $7 million during the three months ended March 31, 2026 and 2025, respectively. The Company has an option to purchase the remaining equity interests in LatAm until July 2027. As of March 31, 2026, the Company has not exercised this option.
The Company has interests in partially owned entities where the Company does not have a controlling interest or significant influence. These investments do not have readily determinable fair values, and the Company has elected the measurement alternative to measure these investments at cost less impairment, adjusted by observable price changes, with any fair value changes recognized in earnings. Refer to Note 11, Fair value measurements for additional information. As of March 31, 2026 and December 31, 2025, the carrying amount of these investments was $33 million and $32 million, respectively, and is presented in Other assets in the condensed consolidated balance sheets.
(f)Recently adopted accounting pronouncements
There have been no recently adopted accounting pronouncements which could have a material effect on the Company’s financial condition, results of operations, and cash flows other than those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
(g)Recently issued accounting pronouncements not yet adopted
The following table provides a brief description of recent accounting pronouncements that could have a material effect on the Company’s consolidated financial statements.
| Standard | Description | Date of Adoption | Effect on the Financial Statements or Other Significant Matters | ||||||||
ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses | This Accounting Standards Update (“ASU”) enhances disclosures about a public business entity’s expenses and requires more detailed information about the types of expenses that are included in certain expense captions in the consolidated financial statements. | Annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027 | The Company expects the adoption of this ASU will result in additional disclosures but will not impact its consolidated financial statements. | ||||||||
ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software | This ASU provides updated guidance about criteria for capitalizing software costs and extends disclosure requirements in Accounting Standards Codification (“ASC”) 360-10 to all capitalized software costs. | Annual and interim reporting periods beginning after December 15, 2027 | The Company is currently evaluating the impact this guidance will have on its consolidated financial statements. | ||||||||
12
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
| Standard | Description | Date of Adoption | Effect on the Financial Statements or Other Significant Matters | ||||||||
ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract | This ASU provides updated guidance about the scope of derivative accounting under ASC 815, as well as clarifies how share-based noncash considerations from a customer should be accounted for. | Annual and interim reporting periods beginning after December 15, 2026 | The Company is currently evaluating the impact this guidance will have on its consolidated financial statements. | ||||||||
ASU 2025-09, Derivatives and Hedging (Topic 815): Hedging Accounting Improvements | This ASU provides targeted improvements intended to enhance the application of hedge accounting, including expanded eligibility of forecasted transactions, additional flexibility in measuring hedge effectiveness, and clarifications related to hedging non-financial items. | Annual and interim reporting periods beginning after December 15, 2026 | The Company is currently evaluating the impact this guidance will have on its consolidated financial statements. | ||||||||
ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements | This ASU provides clarifications intended to improve the consistency and usability of interim disclosure requirements, including a comprehensive listing of required interim disclosures and a new disclosure principle for reporting material events occurring after the most recent annual period. | Annual and interim reporting periods beginning after December 15, 2027. | The Company is currently evaluating the impact this guidance will have on its consolidated financial statements. | ||||||||
(2)Capital structure and noncontrolling interests
Lineage, Inc. capital structure
(a)Common Stock
Lineage, Inc. has one class of common stock. Each share of common stock entitles the holder to one vote on matters submitted to a vote of the shareholders. Holders of common stock have the right to receive any dividend declared by the Company.
Lineage, Inc. is authorized to issue up to 500,000,000 common shares with a par value of $0.01 per share. As of March 31, 2026 and December 31, 2025, there were 227,147,768 226,967,652
13
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
Operating Partnership capital structure
The Operating Partnership’s capital structure as of March 31, 2026 and December 31, 2025 was as follows:
| March 31, 2026 | December 31, 2025 | ||||||||||
| Partnership common units owned by Lineage, Inc. | |||||||||||
| Partnership common units owned by Non-Company LPs | |||||||||||
| Legacy Class A OP Units and Legacy Class B OP Units owned by Non-Company LPs | |||||||||||
LTIP Units held by Non-Company LPs (1) | |||||||||||
| Total | |||||||||||
(1) Includes | |||||||||||
Noncontrolling interest in the Operating Partnership relates to the interest in the Operating Partnership owned by investors other than Lineage, Inc. The Company accounts for the partnership common units, Legacy Class A OP Units, Legacy Class B OP Units (the Legacy Class A OP Units and Legacy Class B OP Units, together the “Legacy OP Units”), and LTIP Units based on their relative ownership percentage of the Operating Partnership. Each time the ownership percentage of the Operating Partnership held by investors in Lineage OP other than Lineage, Inc. (“Non-Company LPs”) and BG Cold, LLC (“BG Cold”) changes, the Company records an adjustment to Noncontrolling interests with a corresponding adjustment in Additional paid-in capital - common stock to appropriately reflect the new ownership percentage and to reflect the Non-Company LPs’ and BG Cold’s share of all capital contributed to the Operating Partnership. All activity related to these interests is included within Noncontrolling interests in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity.
(b)Noncontrolling Interest in Operating Partnership - Partnership Common Units
Partnership common units include all Operating Partnership capital interests not designated as another class of units in the Operating Partnership’s Agreement of Limited Partnership. Lineage, Inc. holds all partnership common units with the exception of those held by Non-Company LPs. Partnership common units held by Non-Company LPs represent a noncontrolling interest in the Operating Partnership and are included in Noncontrolling interests in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity.
During the three months ended March 31, 2026, 116,170 partnership common units held by Non-Company LPs were exchanged for an equivalent number of shares of Lineage, Inc. common stock. No such units were exchanged during the three months ended March 31, 2025.
(c)Noncontrolling Interest in Operating Partnership - Legacy Class A OP Units, Legacy Class B OP Units
Prior to the Company’s initial public offering (“IPO”) in 2024, Non-Company LPs held certain Class A and Class B units in the Operating Partnership. These units were reclassified into Legacy OP Units as part of certain changes the Company effectuated in its capital structure in connection with the IPO.
Legacy OP Units are generally not redeemable for cash or other consideration but can be reclassified into an equal number of partnership common units at any time at the discretion of BG Lineage Holdings LHR, LLC, which serves as the representative of all Legacy OP Units. No
14
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
(d)Noncontrolling Interest in Operating Partnership - LTIP Units
The Company grants interests in the Operating Partnership to certain members of management in the form of LTIP Units. LTIP Units are a form of voting interest in the Operating Partnership which may be subject to vesting requirements. Both vested and unvested LTIP Units are accounted for as Noncontrolling interests in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity.
(e)Redeemable Noncontrolling Interests - Operating Partnership Units
Certain Operating Partnership units held by Non-Company LPs were redeemable at the greater of a fixed redemption amount or fair value if certain liquidation events did not occur. As of December 31, 2025, all such units have been redeemed. During each reporting period that the units were outstanding, the Company accreted the changes in the redemption value of the redeemable noncontrolling interest over the period of issuance to the earliest redemption date and recorded an adjustment if the accreted redemption value was greater than the ASC 810 carrying value. The Company’s adjustments were recorded to Additional paid-in capital - common stock in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity because the Company was in an accumulated deficit position. These adjustments to equity are not a component of net income (loss), however, they are accounted for in the Company’s calculations of earnings (loss) per share (“EPS”) as disclosed in Note 17, Earnings (loss) per share.
In connection with the acquisition of MTC Logistics Holdings, LLC and certain real property (together with its subsidiaries, “MTC Logistics”) in 2022, the Company issued 319,006 Class A Units of the Operating Partnership with special redemption rights to the sellers of MTC Logistics. In connection with the IPO, the units were reclassified into Legacy Class A-4 OP units with similar redemption rights. These redemption rights, which had to be exercised between March 1, 2025 and April 15, 2025, allowed such holders of Legacy Class A-4 OP units to (1) redeem any or all of the Legacy Class A-4 OP units at a guaranteed floor or (2) receive a one-time top-up paid in cash or through the issuance of new Legacy Class A-4 OP units (or any combination of cash and units) in the amount by which the guaranteed minimum value exceeds the fair market value of the Legacy Class A-4 OP units (after adjusting for prior distributions on the Legacy Class A-4 OP units).
The Legacy Class A-4 OP units held by the sellers of MTC Logistics were accounted for as Redeemable noncontrolling interests in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity due to the put right held by the sellers.
In April 2025, the holder of these units exercised its redemption rights for 219,006 units in exchange for total cash proceeds of $23 million and waived its redemption rights for the remaining 100,000 units, with a one-time top-up of $5 million paid in cash in relation to these remaining units.
LLH Capital Structure
The Operating Partnership owns substantially all outstanding equity interests of LLH except for those held by BG Maverick. The equity interests held by BG Maverick are accounted for as Noncontrolling interests in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity.
(f)OPEUs
Operating Partnership Equivalent Units (“OPEUs”) are a voting capital interest in LLH which are similar in all material respects to the common units of LLH held by the Operating Partnership. At any time beginning after July 24, 2026, any holder of OPEUs may require that the Operating Partnership exchange the OPEUs for partnership common units on a one -for-one basis. OPEUs are recorded as Noncontrolling interests in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity based on their relative ownership in LLH.
15
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
There were 1,461,148 0.6
Other Noncontrolling interests
Certain subsidiaries of LLH have also issued equity interests to third parties. All of these equity interests are accounted for as Noncontrolling interests in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity.
(g)Noncontrolling Interests in Other Consolidated Subsidiaries
Noncontrolling interests in Other Consolidated Subsidiaries include entities other than the Operating Partnership in which the Company has a controlling interest but which are not wholly owned by the Company.
Noncontrolling interests in Other Consolidated Subsidiaries also include Series A Preferred shares issued by each of the Company’s REIT subsidiaries to third-party investors. The Company’s REIT subsidiaries had an aggregate amount of 373
(h)Convertible Redeemable Noncontrolling Interests - Kloosterboer Preference Shares
In 2021, the Company issued non-voting preferred equity instruments (“Preference Shares”) to the seller (the “Co-Investor”) in connection with the Company’s acquisition of Kloosterboer Group B.V. and its subsidiaries (“Kloosterboer”). As of both March 31, 2026 and December 31, 2025, there were 2,214,553 291 million and $294 million as of March 31, 2026 and December 31, 2025, respectively, and is recorded in Accounts payable and accrued liabilities in the condensed consolidated balance sheets.
(i)Redeemable Noncontrolling Interests - Operating Subsidiaries
In August 2023, the Company acquired a 75.0 % ownership in Ha Noi Steel Pipe Joint Stock Company (“SK Logistics”). On each of September 30, 2025 and September 30, 2026, the noncontrolling shareholders had the right to sell the remaining 25.0 % of SK Logistics to the Company, as such, this noncontrolling interest was classified as redeemable in the Company’s condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity.
In March 2026, the Company purchased the noncontrolling shareholders’ shares in SK Logistics for $2 million. As a result, Redeemable noncontrolling interests of $7 million was derecognized in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity. The $5 million difference between the consideration paid and the carrying value was recorded as an adjustment to Additional paid-in capital - common stock.
Until the redemption, the Company accreted the changes in the redemption value of the redeemable noncontrolling interests over the period of issuance to the earliest redemption date and, if necessary, recorded an adjustment to the redeemable noncontrolling interests. The Company’s adjustments were recorded to Additional paid-in capital - common stock in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity. In accordance with ASC 810, the value was adjusted to reflect the lower of the redemption value or the ASC 810 value, which represents the floor. During the three months ended March 31, 2025, previously recorded accretion of $4 million was reversed to reflect a decline in redemption value to its ASC 810 value.
16
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
Below is a summary of all activity for the Company’s redeemable noncontrolling interests, which are discussed in further detail above.
| (in millions) | Redeemable Noncontrolling Interests - Operating Partnership Units | Redeemable Noncontrolling Interest - Operating Subsidiaries | Total Redeemable Noncontrolling Interests | ||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | ||||||||||||||||||||
| Redeemable noncontrolling interest redemption value adjustment | ( | ( | |||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | ||||||||||||||||||||
| (in millions) | Redeemable Noncontrolling Interest - Operating Subsidiaries | Total Redeemable Noncontrolling Interests | |||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | |||||||||||||||||||||
| Redemption of redeemable noncontrolling interests | ( | ( | |||||||||||||||||||||
| Balance as of March 31, 2026 | $ | $ | |||||||||||||||||||||
Below is a summary of all activity for the Company’s noncontrolling interests, which are discussed in further detail above.
| (in millions) | Operating Partnership Units | Noncontrolling Interests in Other Consolidated Subsidiaries | Noncontrolling Interest in Other Consolidated Subsidiaries - OPEU | Total Noncontrolling Interests | |||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | $ | |||||||||||||||||||||||||
Distributions ($ | ( | ( | ( | ||||||||||||||||||||||||||
| Stock-based compensation | |||||||||||||||||||||||||||||
| Other comprehensive income (loss) | |||||||||||||||||||||||||||||
| Reallocation of noncontrolling interests | ( | ( | |||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | $ | |||||||||||||||||||||||||
| (in millions) | Operating Partnership Units | Noncontrolling Interests in Other Consolidated Subsidiaries | Noncontrolling Interest in Other Consolidated Subsidiaries - OPEU | Total Noncontrolling Interests | |||||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | $ | |||||||||||||||||||||||||
Distributions ($ | ( | ( | ( | ||||||||||||||||||||||||||
| Stock-based compensation | |||||||||||||||||||||||||||||
| Other comprehensive income (loss) | ( | ( | |||||||||||||||||||||||||||
| Net income (loss) | ( | ( | |||||||||||||||||||||||||||
| Reallocation of noncontrolling interests | ( | ( | |||||||||||||||||||||||||||
| OP Units reclassification | ( | ( | |||||||||||||||||||||||||||
| Balance as of March 31, 2026 | $ | $ | $ | $ | |||||||||||||||||||||||||
In the tables above, Operating Partnership units include Partnership common units held by Non-Company LPs, Legacy OP Units held by Non-Company LPs, and LTIP Units held by Non-Company LPs.
17
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
(3)Revenue
The following table disaggregates the Company’s net revenues by major stream and reportable segment.
| Three Months Ended March 31, | |||||||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | |||||||||||||||||||||||||||
| Warehousing operations | $ | $ | |||||||||||||||||||||||||||
| Warehouse lease revenues | |||||||||||||||||||||||||||||
| Managed services | |||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||
| Total Global Warehousing | |||||||||||||||||||||||||||||
| Transportation | |||||||||||||||||||||||||||||
| Food sales | |||||||||||||||||||||||||||||
| Redistribution revenues | |||||||||||||||||||||||||||||
| E-commerce and other | |||||||||||||||||||||||||||||
| Railcar lease revenues | |||||||||||||||||||||||||||||
| Total Global Integrated Solutions | |||||||||||||||||||||||||||||
| Total net revenues | $ | $ | |||||||||||||||||||||||||||
As of March 31, 2026, the Company had $1,727 million of remaining unsatisfied performance obligations from contracts with customers subject to a non-cancellable term and within contracts that have an original expected duration exceeding one year. These obligations also do not include variable consideration beyond the non-cancellable term, which is fully constrained because the amount cannot be reasonably estimated. The Company expects to recognize 18.8 % of these remaining performance obligations as revenue over the next 12 months and the remaining 81.2 % to be recognized over a weighted average period of 10.4 years through 2043.
Accounts receivable balances related to contracts with customers were $811 million and $785 million as of March 31, 2026 and December 31, 2025, respectively.
Deferred revenue balances related to contracts with customers were $78 million and $80 million as of March 31, 2026 and December 31, 2025, respectively. Substantially all revenue that was included in the deferred revenue balance at the beginning of 2026 has been recognized as of March 31, 2026 and represents revenue from the satisfaction of storage and handling services billed in advance.
(4)Property, plant, and equipment
Property, plant, and equipment, net consists of the following:
| (in millions) | March 31, 2026 | December 31, 2025 | |||||||||||||||
| Buildings, building improvements, and refrigeration equipment | $ | $ | |||||||||||||||
| Land and land improvements | |||||||||||||||||
| Machinery and equipment | |||||||||||||||||
| Railcars | |||||||||||||||||
| Furniture, fixtures, equipment, and software | |||||||||||||||||
| Gross property, plant, and equipment | |||||||||||||||||
| Less: Accumulated depreciation | ( | ( | |||||||||||||||
| Construction in progress | |||||||||||||||||
| Property, plant, and equipment, net | $ | $ | |||||||||||||||
18
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
(5)Goodwill and other intangible assets, net
Goodwill
Changes in the carrying amount of goodwill for each reportable segment for the three months ended March 31, 2026 are as follows:
| (in millions) | Global Warehousing | Global Integrated Solutions | Total | ||||||||||||||
Balance as of December 31, 2025 (1) | $ | $ | $ | ||||||||||||||
| Foreign currency translation and other | ( | ( | ( | ||||||||||||||
Balance as of March 31, 2026 (1) | $ | $ | $ | ||||||||||||||
(1) Net of accumulated impairment losses of $ | |||||||||||||||||
Other Intangible Assets
The following are the Company’s total other intangible assets:
| March 31, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||
| (in millions) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||||||||||||||||||||||
| Customer relationships | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
| In-place leases | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Technology | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Assembled workforce | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Other | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Other intangible assets | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
During the three months ended March 31, 2026 and 2025, the Company derecognized fully-amortized intangible assets and the associated accumulated amortization totaling $14 million and $12 million, respectively.
(6)Prepaid expenses and other current assets
| (in millions) | March 31, 2026 | December 31, 2025 | |||||||||
| Prepaid expenses | $ | $ | |||||||||
| Other current assets | |||||||||||
| Prepaid expenses and other current assets | $ | $ | |||||||||
(7)Income taxes
The Company’s provision for income taxes is based upon an estimated annual tax rate for the year applied to U.S. federal, U.S. state, and foreign income. Significant discrete items that are not consistent from period to period are recorded to Income tax expense (benefit) in the quarter in which they occur.
19
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
The Company’s effective tax rate for the three months ended March 31, 2026 and 2025 was (8.5 )% and 100.0 %, respectively. The annual effective tax rates differ from the U.S. statutory rate primarily due to the Company’s status as a REIT for U.S. federal income tax purposes, variations in tax rates applicable to foreign income, the generation of income tax credits, financial statement losses for which no tax benefit was recognized, and the impact of nondeductible expenses, including stock-based compensation and interest expense.
It is reasonably possible that the Company’s uncertain tax positions will decrease by approximately $8 million in the next 12 months due to the lapse of the applicable statute of limitations. This adjustment would positively impact the Company’s effective tax rate.
(8)Debt
| (in millions) | March 31, 2026 | December 31, 2025 | |||||||||
| Unsecured credit facilities | $ | $ | |||||||||
| Senior unsecured notes | |||||||||||
| New senior unsecured notes | |||||||||||
| Secured debt | |||||||||||
| Unsecured term loans | |||||||||||
| Total debt | |||||||||||
| Less: Current portion long-term debt | ( | ( | |||||||||
| Less: Deferred financing costs | ( | ( | |||||||||
| Less: Discount on debt issued | ( | ( | |||||||||
| Total long-term debt, net | $ | $ | |||||||||
(a)Unsecured Credit Facilities
i.Credit Agreement - Revolving Credit Facility and Term Loan A
Originally entered into on December 22, 2020 and subsequently amended, the Company has an unsecured revolving credit and term loan agreement (collectively, the “Credit Agreement”) consisting of a multi-currency revolving credit facility (the “Revolving Credit Facility” or “RCF”) with a borrowing capacity of $3,500 million and a USD denominated term loan (the “Term Loan A” or “TLA”) with various lenders with a total commitment of $1,000 million.
20
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
The following table provides the details of the Credit Agreement:
| March 31, 2026 | December 31, 2025 | ||||||||||||||||||||||
| (in millions) | Contractual Interest Rate (1) | Borrowing Currency Amount | Carrying Amount (USD) | Contractual Interest Rate (1) | Borrowing Currency Amount | Carrying Amount (USD) | |||||||||||||||||
| Term Loan A | |||||||||||||||||||||||
| USD | SOFR+ | $ | SOFR+ | $ | |||||||||||||||||||
| Revolving Credit Facility | |||||||||||||||||||||||
| USD | SOFR+ | SOFR+ | |||||||||||||||||||||
| NZD | BKBM+ | BKBM+ | |||||||||||||||||||||
| AUD | BBSW+ | BBSW+ | |||||||||||||||||||||
| CAD | CORRA+ | CORRA+ | |||||||||||||||||||||
| DKK | CIBOR+ | CIBOR+ | |||||||||||||||||||||
| NOK | NIBOR+ | NIBOR+ | |||||||||||||||||||||
| EUR | EURIBOR+ | EURIBOR+ | |||||||||||||||||||||
| Total Revolving Credit Facility | $ | $ | |||||||||||||||||||||
| (1) SOFR = Secured Overnight Financing Rate, BKBM = Bank Bill Reference Rate, BBSW = Bank Bill Swap Rate, CORRA = Canadian Overnight Repo Rate Average, CIBOR = Copenhagen Interbank Offered Rate, NIBOR = Norwegian Interbank Offered Rate, EURIBOR = Euro Interbank Offered Rate. | |||||||||||||||||||||||
There were $61 100 million as letters of credit.
(b)Senior Unsecured Notes
On August 20, 2021, and on August 15, 2022, the Company issued a series of fixed-rate guaranteed, senior unsecured notes with various maturities pursuant to a private placement financing (“Senior Unsecured Notes”). Interest on these notes is due semi-annually in August and February.
The table below summarizes the balances and terms of the Senior Unsecured Notes:
| (in millions, except interest rates) | Borrowing Currency Amount | Interest Rate | Maturity Date | March 31, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||
| Series A Senior Notes | $ | 8/20/2026 | $ | $ | |||||||||||||||||||||||||||||||
| Series B Senior Notes | $ | 8/20/2028 | |||||||||||||||||||||||||||||||||
| Series C Senior Notes | € | 8/20/2026 | |||||||||||||||||||||||||||||||||
| Series D Senior Notes | € | 8/20/2031 | |||||||||||||||||||||||||||||||||
| Series E Senior Notes | £ | 8/20/2026 | |||||||||||||||||||||||||||||||||
| Series F Senior Notes | £ | 8/20/2028 | |||||||||||||||||||||||||||||||||
| Series G Senior Notes | € | 8/20/2027 | |||||||||||||||||||||||||||||||||
| Series H Senior Notes | € | 8/20/2029 | |||||||||||||||||||||||||||||||||
| Series I Senior Notes | € | 8/20/2032 | |||||||||||||||||||||||||||||||||
| Total Senior Unsecured Notes | $ | $ | |||||||||||||||||||||||||||||||||
21
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
Some of the Senior Unsecured Notes are set to mature in August 2026 and continue to be presented in Long-term debt, net in the condensed consolidated balance sheets, as the Company has the intent and ability to refinance these obligations on a long-term basis prior to their maturity using the RCF capacity.
(c)New Senior Unsecured Notes
In 2025, the Company issued senior notes fully and unconditionally guaranteed by Lineage, Inc., the Operating Partnership, Lineage Europe Finco B.V., Lineage Logistics Holdings, LLC, and certain other subsidiaries of the Company that guarantee or are otherwise obligated in respect of the Credit Agreement (other than the issuing subsidiary and any excluded subsidiaries) (“New Senior Unsecured Notes”). A summary of the notes issued and outstanding is as follows:
| (monetary amounts in millions) | Borrowing Currency Amount | Interest Rate | Issuance Date | Interest Payable Date | Maturity Date | March 31, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||||||||
| $ | 6/17/2025 | January and July | 7/15/2030 | $ | $ | |||||||||||||||||||||||||||||||||||||||
| € | 11/26/2025 | November | 11/26/2031 | |||||||||||||||||||||||||||||||||||||||||
| Total New Senior Unsecured Notes | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
Interest on the above notes is paid at the dates noted, commencing in 2026. The 5.25 % Notes were issued at 98.991 % of par, with a total debt discount of $5 million and debt issuance costs of $5 million. The 4.125 % Notes were issued at 99.324 % of par, with a total debt discount of $6 million and debt issuance costs of $7 million. The discounts and issuance costs were capitalized as deferred financing costs recorded in Long-term debt, net in the condensed consolidated balance sheets.
The New Senior Unsecured Notes require that the Operating Partnership and its subsidiaries maintain total unencumbered assets of not less than 150 % of the aggregate principal amount of all outstanding unsecured debt of the Operating Partnership and its subsidiaries, as determined on a consolidated basis. The bonds also contain certain financial covenants required, including:
•A maximum total indebtedness to total assets ratio of less than 0.60 to 1.00
•A maximum total secured indebtedness to total assets ratio of less than 0.40 to 1.00 ; and
•A minimum interest coverage ratio of not less than 1.50 to 1.00 .
The Company was in compliance with all financial covenants as of March 31, 2026.
(d)Secured Debt
As of March 31, 2026, the total balance of $315 million was comprised of two secured promissory notes with MetLife Real Estate Lending LLC (the “Metlife Real Estate Notes”) totaling $309 million (due in 2028 and 2029) and $6 million of other fixed-rate real estate and equipment secured financing agreements with various lenders.
As of December 31, 2025, the total Secured Debt balance of $476 million was comprised of the Metlife Real Estate Notes totaling $469 million (due in 2026, 2028, and 2029) and $7 million of other fixed-rate real estate and equipment secured financing agreements with various lenders.
One of the Metlife Real Estate Notes totaling $160 million was paid off on January 2, 2026 using the RCF capacity. It was classified in Long-term debt, net in the condensed consolidated balance sheets as of December 31, 2025, as the Company had the intent and ability to refinance the obligation on a long-term basis prior to its maturity using the RCF capacity.
22
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
(e)Deferred financing costs and discount
The table below presents the Company’s net deferred financing costs and debt discount balances as well as their classification in the condensed consolidated balance sheets:
| (in millions) | Balance Sheet | March 31, 2026 | December 31, 2025 | |||||||||||||||||
| Deferred financing costs, net of amortization | Other assets | $ | $ | |||||||||||||||||
| Deferred financing costs, net of amortization | Long-term debt, net | $ | $ | |||||||||||||||||
| Debt discount, net of amortization | Long-term debt, net | $ | $ | |||||||||||||||||
(9)Derivative instruments and hedging activities
(a)Risk management objective of using derivatives
The Company manages certain economic risks, including interest rate, foreign currency, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its assets and liabilities and with the use of derivative financial instruments.
(b)Cash flow hedges of interest rate and foreign currency risk
The Company’s objectives in using interest rate derivatives are to manage its exposure to interest rate movements and to mitigate the potential volatility to interest expense. To accomplish this objective, the Company primarily uses interest rate swaps and caps as part of its interest rate risk management strategy. Interest rate swaps involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Interest rate caps involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for a premium.
In addition, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future cash amounts due to changes in foreign currency rates. The impacts of these foreign currency derivative instruments on the condensed consolidated financial statements of the Company are insignificant.
(c)Designated hedges - interest rate contracts
As of March 31, 2026, the Company had the following effective interest rate derivatives that were designated as cash flow hedging instruments.
| Number of Instruments | Notional | Effective Date | Maturity Date | ||||||||||||||||||||
| Interest rate derivatives: | (in millions) | ||||||||||||||||||||||
| Interest rate swap | USD | December 31, 2025 | February 15, 2028 | ||||||||||||||||||||
| Interest rate swap | USD | January 9, 2026 | February 15, 2028 | ||||||||||||||||||||
23
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
The table below presents the effect of the Company’s interest rate derivatives that are designated as hedging instruments in the condensed consolidated statements of operations and comprehensive income (loss) (in millions). Gain (loss) reclassified from accumulated other comprehensive income (“AOCI”) into earnings for interest rate contracts is presented in Interest expense, net.
| Interest Rate Derivatives in Cash Flow Hedging Relationships | Amount of Gain (Loss) Recognized in OCI on Derivatives | Amount of Gain (Loss) Reclassified from AOCI into Earnings | ||||||||||||||||||||||||||||||||||||
| Three Months Ended March 31, | Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||||||
| Included in effectiveness testing | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
The estimated net amount of existing gains (losses) that are reported in Accumulated other comprehensive income (loss) as of March 31, 2026 that is expected to be reclassified into earnings within the next 12 months is $6 million.
(d)Balance sheet presentation - interest rate contracts
The table below presents the fair value of the Company’s interest rate derivative contracts as well as their classification in the condensed consolidated balance sheets:
| (in millions) | March 31, 2026 | December 31, 2025 | |||||||||
| Prepaid expenses and other current assets | $ | $ | |||||||||
| Other assets | $ | $ | |||||||||
(10)Interest expense
| Three Months Ended March 31, | |||||||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | |||||||||||||||||||||||||||
Interest expense (1) | $ | $ | |||||||||||||||||||||||||||
| (Gain) loss on hedge instruments | ( | ( | |||||||||||||||||||||||||||
| Finance lease liabilities interest | |||||||||||||||||||||||||||||
| Amortization of deferred financing costs and discount on debt | |||||||||||||||||||||||||||||
| Capitalized interest | ( | ( | |||||||||||||||||||||||||||
| Interest income | ( | ( | |||||||||||||||||||||||||||
| Other financing fees | |||||||||||||||||||||||||||||
| Interest expense, net | $ | $ | |||||||||||||||||||||||||||
(1) During the three months ended March 31, 2026 and 2025, the Company recognized $ | |||||||||||||||||||||||||||||
(11)Fair value measurements
As of March 31, 2026 and December 31, 2025, the carrying amount of certain financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and accrued liabilities, were representative of their fair values due to the short-term maturity of these instruments. Certain non-financial assets such as property, plant and equipment, operating right-of-use assets, equity method investments, goodwill, and other intangible assets are subject to nonrecurring fair value measurements if they are deemed to be impaired.
24
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
The following table presents the fair value hierarchy levels of the Company’s assets and liabilities at fair value:
| (in millions) | Fair Value Hierarchy | March 31, 2026 | December 31, 2025 | ||||||||||||||
| Measured at fair value on a recurring basis: | |||||||||||||||||
| Non-qualified deferred compensation plan assets | Level 1 | $ | $ | ||||||||||||||
| Non-qualified deferred compensation plan liabilities | Level 1 | $ | $ | ||||||||||||||
| Interest rate derivative financial instrument assets | Level 2 | $ | $ | ||||||||||||||
| Acquisition related contingent consideration | Level 3 | $ | $ | ||||||||||||||
| Measured at fair value on a non-recurring basis: | |||||||||||||||||
Other investments (included in Other assets) (1) | Level 3 | $ | $ | ||||||||||||||
| Disclosed at fair value: | |||||||||||||||||
| Level 2 | $ | $ | |||||||||||||||
Long-term debt, excluding | Level 3 | $ | $ | ||||||||||||||
Kloosterboer Preference Shares (3) | Level 3 | $ | $ | ||||||||||||||
| (1) The investments in equity securities carried at fair value are subject to transfer restrictions and generally cannot be sold without consent. | |||||||||||||||||
(2) The carrying value of long-term debt is disclosed in Note 8, Debt. | |||||||||||||||||
(3) The carrying value of Kloosterboer Preference Shares is disclosed in Note 2, Capital structure and noncontrolling interests. | |||||||||||||||||
In accordance with GAAP, the Company has elected to remeasure investments without readily determinable fair values only when an observable transaction occurs for an identical or similar investment of the same issuer. During the three months ended March 31, 2026 and 2025, the Company recorded immaterial non-recurring fair value adjustments within Other nonoperating income (expense), net in the condensed consolidated statements of operations and comprehensive income (loss) related to certain other investments without readily determinable fair values.
The Company’s long-term debt is reported at the aggregate principal amount less unamortized deferred financing costs and any above or below market adjustments (as required in purchase accounting) in the condensed consolidated balance sheets. For instruments with no prepayment option, the fair value is estimated utilizing a discounted cash flow model where the contractual cash flows (i.e., coupon and principal repayments) were discounted at a risk-adjusted yield reflective of both the time value of money and the credit risk inherent in each instrument. For instruments that include a prior-to-maturity prepayment option, the fair value is estimated using a Black-Derman-Toy lattice model. The inputs used to estimate the fair value of the Company’s debt instruments, excluding the 5.25 % Notes, are comprised of Level 2 inputs, including risk-free interest rates, credit ratings, and financial metrics for comparable publicly listed companies, and Level 3 inputs, such as risk-adjusted credit spreads based on adjusted yields implied at issuance, and yield volatility (used for instruments with a prepayment option). For the 5.25 % Notes, the estimated fair value is determined based on quoted market prices in markets with low trading volumes, which is considered to be Level 2 inputs.
(12)Leases
The Company leases real estate, most significantly warehouses for use in operations, as well as equipment for use within owned and leased warehouses. The Company also leases vehicles, trailers, and other equipment. The Company has not pledged any assets as collateral related to the Company’s existing leases as of March 31, 2026 and December 31, 2025.
25
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
Right-of-use asset balances are as follows:
| (in millions) | March 31, 2026 | December 31, 2025 | |||||||||
| Finance lease right-of-use assets | $ | $ | |||||||||
| Less: Accumulated amortization | ( | ( | |||||||||
| Finance lease right-of-use assets, net | $ | $ | |||||||||
| Operating lease right-of-use assets | $ | $ | |||||||||
| Less: Accumulated amortization | ( | ( | |||||||||
| Operating lease right-of-use assets, net | $ | $ | |||||||||
Lease liabilities are presented in the following line items in the condensed consolidated balance sheets:
| March 31, 2026 | December 31, 2025 | ||||||||||||||||||||||
| (in millions) | Finance Leases | Operating Leases | Finance Leases | Operating Leases | |||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| Long-term finance lease obligations | — | — | |||||||||||||||||||||
| Long-term operating lease obligations | — | — | |||||||||||||||||||||
| Total lease obligations | $ | $ | $ | $ | |||||||||||||||||||
Future minimum lease payments for each of the next five years and thereafter as of March 31, 2026 are as follows (in millions):
| Years Ending December 31: | Finance Leases | Operating Leases | |||||||||
| 2026 (nine months remaining) | $ | $ | |||||||||
| 2027 | |||||||||||
| 2028 | |||||||||||
| 2029 | |||||||||||
| 2030 | |||||||||||
| 2031 and thereafter | |||||||||||
| Total lease payments | |||||||||||
| Less: Imputed interest | ( | ( | |||||||||
| Total lease obligations | $ | $ | |||||||||
Supplemental condensed consolidated balance sheets information related to leases is as follows:
| March 31, | December 31, | ||||||||||
| 2026 | 2025 | ||||||||||
| Weighted average remaining lease term (in years): | |||||||||||
| Finance | |||||||||||
| Operating | |||||||||||
| Weighted average discount rate: | |||||||||||
| Finance | % | % | |||||||||
| Operating | % | % | |||||||||
26
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
The components of lease expense are as follows:
| Three Months Ended March 31, | |||||||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | |||||||||||||||||||||||||||
| Finance lease cost: | |||||||||||||||||||||||||||||
| Amortization of ROU assets | $ | $ | |||||||||||||||||||||||||||
| Interest on lease liabilities | |||||||||||||||||||||||||||||
| Operating lease cost | |||||||||||||||||||||||||||||
| Variable & short-term lease cost | |||||||||||||||||||||||||||||
| Sublease income | ( | ( | |||||||||||||||||||||||||||
| Total lease cost | $ | $ | |||||||||||||||||||||||||||
Supplemental cash flow information related to leases is as follows:
| Three Months Ended March 31, | |||||||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | |||||||||||||||||||||||||||
| Cash paid for amounts included in the measurement of lease liability | |||||||||||||||||||||||||||||
| Operating cash flows from finance leases | $ | $ | |||||||||||||||||||||||||||
| Finance cash flows from finance leases | $ | $ | |||||||||||||||||||||||||||
| Operating cash flows from operating leases | $ | $ | |||||||||||||||||||||||||||
| ROU assets obtained in exchange for lease obligations (excluding the effect of acquisitions) | |||||||||||||||||||||||||||||
| Finance leases | $ | $ | |||||||||||||||||||||||||||
| Operating leases | $ | $ | |||||||||||||||||||||||||||
(13)Stock-based compensation
Amended and Restated Lineage 2024 Incentive Award Plan
The Amended and Restated Lineage 2024 Incentive Award Plan (the “2024 Plan”) is administered by certain committees of the Board and provides for the award of RSUs, performance share awards, LTIP Units, stock options, stock appreciation rights, restricted stock, stock payments, dividend equivalents, and other incentive awards, each as defined in the 2024 Plan, to eligible employees, consultants, and members of the Board (collectively, “Plan participants”).
Certain Plan participants were granted awards of RSUs covering shares of the Company’s common stock or interests in the Operating Partnership in the form of LTIP Units. LTIP Units are a class of partnership interests in the Operating Partnership which may be issued to eligible Plan participants for the performance of services to or for benefit of the Company and Operating Partnership. Further description of LTIP Units is available in Note 2, Capital structure and noncontrolling interests. Stock-based compensation in the form of LTIP Units is recorded in Noncontrolling interests in the condensed consolidated statements of redeemable noncontrolling interests and equity.
Certain RSUs and LTIP Units contain only a service vesting condition (“time-based”) and certain RSUs and LTIP Units contain vesting conditions based on service, Company performance, and market performance (“performance-based”).
The following are details of grants and related expenses recognized during the periods presented.
(a)Restricted stock units
Performance-based stock units granted during the three months ended March 31, 2026 consisted of the following: 245,072 units with a grant date fair value of $10 million in connection with various grants with a one-year vesting period for executive, corporate, and operations leaders.
27
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
The following represents a summary of RSUs activity for the three months ended March 31, 2026:
| Time-Based RSUs | Weighted Average Grant Date Fair Value per Unit | Performance-Based RSUs | Weighted Average Grant Date Fair Value per Unit | ||||||||||||||||||||
| Unvested as of December 31, 2025 | $ | $ | |||||||||||||||||||||
| Awards granted | |||||||||||||||||||||||
| Awards vested | ( | ( | |||||||||||||||||||||
| Awards forfeited | ( | ( | |||||||||||||||||||||
| Unvested as of March 31, 2026 | $ | $ | |||||||||||||||||||||
As of March 31, 2026, there was $72 million of unrecognized stock-based compensation expense related to unvested time-based RSUs that is expected to be recognized over a weighted-average period of 1.4 years.
As of March 31, 2026, there was $20 million of unrecognized stock-based compensation expense related to unvested performance-based RSUs that is expected to be recognized over a weighted-average period of 1.2 years.
(b)LTIP Units
The following represents a summary of LTIP Units activity for the three months ended March 31, 2026:
| Time-Based LTIP Units | Weighted Average Grant Date Fair Value per Unit | Performance-Based LTIP Units | Weighted Average Grant Date Fair Value per Unit | ||||||||||||||||||||
| Unvested as of December 31, 2025 | $ | $ | |||||||||||||||||||||
| Awards vested | ( | ||||||||||||||||||||||
| Unvested as of March 31, 2026 | $ | $ | |||||||||||||||||||||
As of March 31, 2026, there was $43 million of unrecognized stock-based compensation cost related to unvested time-based LTIP Units that is expected to be recognized over a weighted-average period of 1.1 years.
As of March 31, 2026, there was $16 million of unrecognized stock-based compensation cost related to unvested performance-based LTIP Units that is expected to be recognized over a weighted-average period of 1.3 years.
Stock-Based Compensation Expense
The following table summarizes the Company’s stock-based compensation expense by line item in the condensed consolidated statements of operations and comprehensive income (loss):
| Three Months Ended March 31, | |||||||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | |||||||||||||||||||||||||||
| Cost of operations | $ | $ | |||||||||||||||||||||||||||
| General and administrative expense | |||||||||||||||||||||||||||||
| Acquisition, transaction, and other expense | |||||||||||||||||||||||||||||
| Total stock-based compensation expense | $ | $ | |||||||||||||||||||||||||||
28
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
The following table summarizes the Company’s stock-based compensation expense by award type:
| Three Months Ended March 31, | |||||||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | |||||||||||||||||||||||||||
| Restricted Stock Units: | |||||||||||||||||||||||||||||
| Time-based | $ | $ | |||||||||||||||||||||||||||
| Performance-based | |||||||||||||||||||||||||||||
| LTIP Units: | |||||||||||||||||||||||||||||
| Time-based | |||||||||||||||||||||||||||||
| Performance-based | |||||||||||||||||||||||||||||
| Total stock-based compensation expense | $ | $ | |||||||||||||||||||||||||||
(14)Related-party balances
The Company pays Bay Grove Management a transition services fee and reimburses certain expenses pursuant to a transition services agreement executed in connection with the IPO, which replaced a previously existing operating services agreement. During both the three months ended March 31, 2026 and 2025, the Company recorded $2 No
As of March 31, 2026 and December 31, 2025, Accrued dividends and distributions included dividends declared to all equity holders, including related parties.
The Company owns an investment stake in suppliers that are accounted for under the equity method of accounting, creating related-party relationships. For the three months ended March 31, 2026 and 2025, the Company incurred costs of $1 million and $3 million, respectively, with these suppliers, some of which were capitalized. Accounts payable and accrued liabilities included $4 million and $3 million owed to these suppliers as of March 31, 2026 and December 31, 2025, respectively.
(15)Commitments and contingencies
(a)Self‑insured risks
The Company is self‑insured for workers’ compensation costs, with the Company’s workers’ compensation plan having an individual claim stop‑loss deductible of $1 million. Self‑insurance liabilities are determined by third-party actuaries. The Company has established restricted cash accounts with banks or directly with the insurers or letters of credit that are collateral for its self‑insured workers’ compensation obligations. The combined amount included in Accounts payable and accrued liabilities and Other long-term liabilities related to workers’ compensation liabilities as of March 31, 2026 and December 31, 2025 was $51 million and $50 million, respectively. The liability represents the gross amount excluding amounts receivable from the insurers. The total included in Prepaid expenses and other current assets and Other assets related to the receivables from insurers as of both March 31, 2026 and December 31, 2025 was $14
The Company is also self‑insured for a portion of employee medical costs. The Company has a medical plan with a retained deductible. Medical self‑insurance liabilities are determined by third‑party actuaries. The total included in Accounts payable and accrued liabilities related to medical liabilities as of March 31, 2026 and December 31, 2025 was $15 million and $14 million, respectively.
29
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
(b)Legal and regulatory proceedings
The Company, from time to time and in the normal course of business, is party to various claims, lawsuits, arbitrations, and regulatory actions (collectively, “Claims”). In particular, as the result of numerous ongoing construction activities, the Company may be a party to construction and/or contractor related liens and claims, including mechanic’s and materialmen’s liens. The Company is also party to various Claims related to commercial disagreements with customers or suppliers. Additionally, given the Company’s substantial workforce, and, in particular, its warehouse related workforce, the Company is party to various labor and employment related Claims, including, without limitation, Claims related to workers’ compensation, wage and hour, discrimination, and related matters. Finally, given the Company’s business of warehousing refrigerated food products and its utilization of anhydrous ammonia for its refrigeration systems (a known hazardous material), the Company is subject to the jurisdiction of various U.S. regulatory agencies, including, without limitation, the Department of Agriculture, Food and Drug Administration, Environmental Protection Agency (“EPA”), Department of Justice, Occupational Safety and Health Administration, and various other agencies in the locations in which the Company operates. Management of the Company believes the ultimate resolution of these matters will not have a material adverse effect on the condensed consolidated financial statements.
(c)Environmental matters
The Company is subject to a wide range of environmental laws and regulations in each of the locations in which the Company operates. Compliance with these requirements can involve significant capital and operating costs. Failure to comply with these requirements can result in civil or criminal fines or sanctions, claims for environmental damages, remediation obligations, the revocation of environmental permits, or restrictions on the Company’s operations.
The Company records accruals for environmental matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on current law and existing technologies. The Company believes it is in compliance with applicable environmental regulations in all material respects. Under various U.S. federal, state, and local environmental laws, a current or previous owner or operator of real estate may be liable for the entire cost of investigating, removing, and/or remediating hazardous or toxic substances on such property. Such laws often impose liability, whether or not the owner or operator knew of, or was responsible for, the contamination. Even if more than one person may have been responsible for the contamination, each person covered by the environmental laws may be held responsible for the entire clean-up cost. Most of the Company’s warehouses utilize anhydrous ammonia as a refrigerant. Anhydrous ammonia is classified as a hazardous chemical regulated by the EPA and various other agencies in the locations in which the Company operates, and an accident or significant release of anhydrous ammonia from a warehouse could result in injuries, loss of life, and property damage. There are no material liabilities arising out of environmental matters as of March 31, 2026 and December 31, 2025.
(d)Occupational Safety and Health Act (OSHA)
The Company’s warehouses located in the U.S. are subject to regulation under OSHA, which requires employers to provide employees with an environment free from hazards, such as exposure to toxic chemicals, excessive noise levels, mechanical dangers, heat or cold stress, and unsanitary conditions. The cost of complying with OSHA and similar laws enacted by states and other jurisdictions in which the Company operates can be substantial, and any failure to comply with these regulations could expose the Company to substantial penalties and/or liabilities to employees who may be injured at the Company’s warehouses. The Company records accruals for OSHA matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. The Company believes that it is in compliance with all OSHA regulations in all material respects and that no material unrecorded liabilities exist as of March 31, 2026 and December 31, 2025.
30
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
(e)Kennewick, Washington warehouse fire
On April 21, 2024, a fire occurred at the Company’s warehouse in Kennewick, Washington, destroying the building and customer inventories. No employees or other parties were injured. The Company expects the majority of all repair, replacement, and clean-up costs to be covered by its insurance policies, excluding any deductibles and self-insured retentions. The insurance reimbursements received during the three months ended March 31, 2026 and 2025 were $4 million and $25 million, respectively. These gains were partially offset by immaterial clean-up costs and legal and administrative fees. The net gains are presented in Restructuring, impairment, and (gain) loss on disposals in the Company’s condensed consolidated statements of operations and comprehensive income (loss).
In July 2025, the Company received a customer claim for inventories losses associated with the fire, to which the Company believes it has a strong defense. The Company believes this matter is adequately covered by insurance and does not expect the ultimate outcome of this matter to have a material adverse impact on the consolidated financial statements.
In 2026, a series of lawsuits have been filed on behalf of various residents against the Company, the State of Washington and Benton-Franklin Health District, and other defendants alleging damages to certain local residents from the Kennewick fire (collectively the “Kennewick lawsuits”). The Kennewick lawsuits are at a preliminary stage, and while the potential loss from these cases cannot be estimated at this time, the Company believes it has strong defenses to the alleged claims and does not expect the ultimate outcome of the Kennewick lawsuits to have a material adverse impact on the consolidated financial statements.
(f)Tax inquiry
In 2025, the Company received an inquiry from a foreign tax authority related to a historical tax matter. The Company believes the tax authority’s position lacks merit and, if the tax authority were to pursue it, the Company has strong bases on which to vigorously defend the matter. However, if the tax authority were successful in challenging the Company’s position, it could have a material adverse effect on the consolidated financial statements. Given the preliminary stage and the complexities of the inquiry, any potential loss or range of loss cannot be estimated at this time.
(g)Lineage, Inc. Securities Litigation (formerly disclosed as City of St. Clair Shores v. Lineage, Inc., et al.)
On August 1, 2025, a putative class action complaint was filed against the Company in the Eastern District of Michigan captioned City of St. Clair Shores Police and Fire Retirement System v. Lineage, Inc., et al., Case No. 2:25-cv-12383 (the “Securities Lawsuit”). The Eastern District entered an order appointing two pension funds as Lead Plaintiffs and consolidating the actions into In Re Lineage, Inc. Securities Litigation. The Lead Plaintiffs filed a consolidated amended class action complaint on March 30, 2026.
The Securities Lawsuit alleges violations of Sections 11 and 15 of the Securities Act of 1933 on behalf of a putative class of investors who purchased the Company's common stock in the IPO (the “Plaintiffs”). The complaint names as defendants the Company, certain of its current officers and directors, Bay Grove Capital Group LLC, and the Company’s underwriters in the IPO (the “Defendants”). The complaint alleges, among other things, that the Company and certain of its current officers and directors made false and misleading statements and failed to disclose certain information regarding the Company’s business prospects in the lead-up to the IPO. The Plaintiffs seek damages, interest, costs, expenses, attorneys' fees, and other unspecified equitable relief. The case is at a preliminary stage. The Defendants intend to vigorously defend against the claims in the Securities Lawsuit. The Company is not able to estimate the possible loss or range of loss in connection with this matter at this time.
31
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
(16)Accumulated other comprehensive income (loss)
The Company reports activity in AOCI for foreign currency translation adjustments and unrealized gains and losses on interest rate and foreign currency hedges. Activity within AOCI was as follows:
| Three Months Ended March 31, | |||||||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | |||||||||||||||||||||||||||
| Foreign currency translation adjustments: | |||||||||||||||||||||||||||||
| Balance at beginning of period | $ | ( | $ | ( | |||||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ||||||||||||||||||||||||||||
| Amounts allocated to Noncontrolling interests and Redeemable noncontrolling interests | ( | ||||||||||||||||||||||||||||
| Balance at end of period | $ | ( | $ | ( | |||||||||||||||||||||||||
| Derivatives: | |||||||||||||||||||||||||||||
| Balance at beginning of period | $ | $ | |||||||||||||||||||||||||||
| Unrealized gain (loss) on interest rate hedges and foreign currency hedges | |||||||||||||||||||||||||||||
| Net amount reclassified from AOCI to net income (loss) | ( | ( | |||||||||||||||||||||||||||
| Tax effect | |||||||||||||||||||||||||||||
| Amounts allocated to Noncontrolling interests and Redeemable noncontrolling interests | ( | ||||||||||||||||||||||||||||
| Balance at end of period | $ | $ | |||||||||||||||||||||||||||
| Accumulated other comprehensive income (loss) | $ | ( | $ | ( | |||||||||||||||||||||||||
(17)Earnings (loss) per share
Basic EPS is calculated by dividing net income (loss) attributable to common stockholders of the Company by the weighted average common shares outstanding during the reporting period. Diluted EPS is calculated by dividing net income (loss) attributable to common stockholders adjusted for any dilutive instruments of the Company by the weighted average common shares and common share equivalents outstanding during the reporting period. A reconciliation of the basic and diluted EPS is as follows:
| Three Months Ended March 31, | |||||||||||||||||||||||||||||
| (in millions, except per share amounts) | 2026 | 2025 | |||||||||||||||||||||||||||
| Earnings (loss) per share - basic and diluted: | |||||||||||||||||||||||||||||
| Net income (loss) attributable to Lineage, Inc. | $ | ( | $ | ||||||||||||||||||||||||||
| Less: Redeemable noncontrolling interest redemption value adjustment | ( | ( | |||||||||||||||||||||||||||
| Net income (loss) attributable to common stockholders - basic and diluted | $ | ( | $ | ||||||||||||||||||||||||||
| Weighted average common shares outstanding - basic and diluted | |||||||||||||||||||||||||||||
| Net income (loss) per share attributable to common stockholders - basic and diluted | $ | ( | $ | ||||||||||||||||||||||||||
The Company’s potential dilutive securities have been excluded from the computation of diluted net earnings (loss) per share, as they are antidilutive. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net earnings (loss) per share attributable to common stockholders is the same.
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LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
The Company’s potential common share equivalents as of March 31, 2026 and 2025 are as follows:
•Non-Company LPs who hold partnership common units have certain redemption rights which allow them to require the Operating Partnership to repurchase the partnership common units in exchange for cash or, at the option of the Company, shares of Lineage, Inc. common stock. Other classes of Operating Partnership and LLH equity interests held by Non-Company LPs and BG Maverick, including Legacy OP Units, LTIP Units, and OPEUs may also be exchanged for partnership common units at future dates. The shares of Lineage, Inc. common stock which could be issued in connection with a hypothetical repurchase of currently outstanding partnership common units or potentially outstanding partnership common units issued in exchange for Legacy OP Units, LTIP Units, and OPEUs represent potential common share equivalents.
•The Company issued certain put options with special redemption and top-up rights in 2024 (the “Put Options”). In accordance with ASC 260, Earnings per Share, the incremental shares associated with satisfaction of the Put Options utilizing proceeds of a hypothetical issuance of common shares at market prices represent potential common share equivalents. Payments of top-up rights in the form of shares of common stock represented potential common share equivalents as of March 31, 2025. All Put Options were settled in 2025.
•Before the redemption of the Legacy Class A-4 OP units by the seller of MTC Logistics during the three months ended June 30, 2025, as described in Note 2, Capital structure and noncontrolling interests, the holder could elect to receive any combination of cash or Operating Partnership units that equal the excess of $34 million over the fair market value of the units. The Operating Partnership units that could have been issued in connection with this hypothetical election represented potential common share equivalents as of March 31, 2025.
•The Preference Shares further described in Note 2, Capital structure and noncontrolling interests will be redeemed for cash or a variable number of shares of the Company’s common stock on October 1, 2026. The Company’s common shares that could be issued to the Co-Investor in settlement of the Preference Shares represent potential common share equivalents.
•Contingent consideration in the form of Operating Partnership units issued in a 2020 acquisition, which shall be issued if a certain customer exercises its purchase option, represent potential common share equivalents as of March 31, 2026 and 2025.
•Time-based RSUs and performance-based RSUs that were unvested as of March 31, 2026 and 2025 represent potential common share equivalents because upon vesting, the Company will issue common shares to the awardee.
(18)Segment information
Reportable Segments Information
The Company’s business is organized into two reportable segments, Global Warehousing and Global Integrated Solutions. The following table presents segment revenues, segment cost of operations, and segment net operating income (“NOI”), with a reconciliation to Net income (loss) before income taxes. All inter-segment transactions are not significant and have been eliminated in consolidation. Asset information by reportable segment is not presented , as the Company does not produce such information internally and the chief operating decision maker does not use such information to manage the business. Capital expenditures for property, plant, and equipment presented below by segment are inclusive of purchases recorded in Accounts payable and accrued liabilities during each period .
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LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
| Three Months Ended March 31, | |||||||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | |||||||||||||||||||||||||||
| Global Warehousing revenues | $ | $ | |||||||||||||||||||||||||||
| Global Integrated Solutions revenues | |||||||||||||||||||||||||||||
| Total net revenues | |||||||||||||||||||||||||||||
| Global Warehousing operating costs: | |||||||||||||||||||||||||||||
| Labor | |||||||||||||||||||||||||||||
| Power | |||||||||||||||||||||||||||||
| Other warehouse costs | |||||||||||||||||||||||||||||
| Total Global Warehousing cost of operations | |||||||||||||||||||||||||||||
Global Integrated Solutions cost of operations (1) | |||||||||||||||||||||||||||||
| Global Warehousing NOI | |||||||||||||||||||||||||||||
| Global Integrated Solutions NOI | |||||||||||||||||||||||||||||
| Total segment NOI | |||||||||||||||||||||||||||||
| Reconciling items: | |||||||||||||||||||||||||||||
| Stock-based compensation expense and related employer-paid payroll taxes in cost of operations | ( | ( | |||||||||||||||||||||||||||
| General and administrative expense | ( | ( | |||||||||||||||||||||||||||
| Depreciation expense | ( | ( | |||||||||||||||||||||||||||
| Amortization expense | ( | ( | |||||||||||||||||||||||||||
| Acquisition, transaction, and other expense | ( | ( | |||||||||||||||||||||||||||
| Restructuring, impairment, and gain (loss) on disposals | ( | ||||||||||||||||||||||||||||
| Equity income (loss), net of tax | ( | ( | |||||||||||||||||||||||||||
| Gain (loss) on foreign currency transactions, net | |||||||||||||||||||||||||||||
| Interest expense, net | ( | ( | |||||||||||||||||||||||||||
| Other nonoperating income (expense), net | |||||||||||||||||||||||||||||
| Net income (loss) before income taxes | $ | ( | $ | ||||||||||||||||||||||||||
| Capital expenditures for property, plant, and equipment: | |||||||||||||||||||||||||||||
| Global Warehousing capital expenditures | $ | $ | |||||||||||||||||||||||||||
| Global Integrated Solutions capital expenditures | |||||||||||||||||||||||||||||
| Corporate capital expenditures | |||||||||||||||||||||||||||||
| Total capital expenditures for property, plant, and equipment | $ | $ | |||||||||||||||||||||||||||
| (1) Cost of operations in the Global Integrated Solutions segment primarily consists of third-party carrier charges, labor, fuel, and rail and vehicle maintenance. | |||||||||||||||||||||||||||||
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our financial condition and results of operations should be read together with the condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q, as well as our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report on Form 10-K”). In addition, the following discussion contains forward-looking statements, such as statements regarding our expectation for future performance, liquidity, and capital resources, that involve risks, uncertainties, and assumptions that could cause actual results to differ materially from our expectations. Our actual results may differ materially from those contained in or implied by any forward-looking statements as a result of various factors, including those set forth below and those described under Item 1A. Risk Factors of our 2025 Annual Report on Form 10-K.
Management’s Overview
We are the world’s largest global temperature-controlled warehouse REIT, with a modern and strategically located network of properties. Our business is competitively positioned to deliver a seamless end-to-end, technology-enabled experience for a well-diversified and stable customer base, each with their own unique requirements in the temperature-controlled supply chain. As of March 31, 2026, we operated an interconnected global temperature-controlled warehouse network, comprising approximately 88 million square feet and 3.1 billion cubic feet of capacity across 500 warehouses predominantly located in densely populated critical-distribution markets, with 325 in North America, 89 in Asia-Pacific, and 86 in Europe.
We view, manage, and report on our business through two segments:
•Global warehousing, which utilizes our high-quality industrial real estate properties to provide temperature-controlled warehousing storage and services to our customers; and
•Global integrated solutions, which complements warehousing with supply chain services to facilitate the movement of products through the food supply chain to generate cost savings for customers and additional revenue streams for our company.
Components of Our Results of Operations
Global Warehousing Segment. Our primary business is owning and operating temperature-controlled warehouses.
Revenue. Our global warehousing segment revenues are generated from storing frozen and perishable food and other products and providing related warehouse services for our customers. Storage revenues relate to the act of storing products for our customers within our warehouses. Storage revenues can be in the form of storage fees we charge customers for utilization of non-exclusive space or a set amount of reserved space in a warehouse, blast freezing fees we charge customers for utilization of specific ultra-cold spaces within a warehouse designed to rapidly reduce product temperature, and rent we charge customers for the lease of warehouse space pursuant to a lease agreement.
Warehouse services fees relate to handling and other services required to prepare and move customers’ pallets into, out of, and around the facilities. As part of our warehouse services, we offer receipt, handling, case-picking, retrieval of products from storage, building customized pallets and repackaging, order assembly and load consolidation, exporting and importing support services, container handling, cross-docking, quality control, and government-approved storage and inspection, among other services.
We utilize one of four types of contracts with our customers for use of space within our warehouses – warehouse agreements, rate letters, tariff sheets, and lease agreements. We may have one contract with a customer that covers all of the warehouses where we store products for the customer or, more typically, multiple contracts with the same customer, which may be driven by a variety of
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factors, such as the geographic location of the products stored by the customer, the type of products stored by the customer, or the different business units of a customer.
•Warehouse Agreements. Warehouse agreements are designed to accommodate the individual needs and characteristics of our customers and may include negotiated provisions, such as a fixed term, transactional pricing for warehouse services, pricing increase mechanisms based on inflationary cost increases and customer profile changes, a storage fee based on a minimum storage guarantee of the customer, additional storage fees based on on-demand storage used, a warehouseman’s lien on customer products held in our warehouses as security for payments, and provisions for interest and late payments. The initial term of our warehouse agreements generally ranges from one to five years for typical customer relationships and 10 to 20 years for build-to-suit warehouses. Renewal periods, in each case, generally range from one to five years. Inflationary price increase mechanisms may be fixed or tied to relevant market indices, giving us the ability to recover costs for wage increases, increases in rent, power, real estate, and other costs.
•Rate Letters. Rate letters are agreements that typically establish storage fee rates on products stored in our warehouses and rates for warehouse services pursuant to terms set forth on a standardized warehouse receipt and related rate schedule. Rate letters may have terms similar to our warehouse agreements, including minimum storage guarantees, and are typically for a term of one year or less. Rate letters generally require our customers to pay for storage in seven to 30-day increments.
•Tariff Sheets. Similar to rate letters, tariff sheets are agreements that establish storage fee rates on products stored in our warehouses and on an as-utilized, on-demand basis, pursuant to terms set forth on a standardized warehouse receipt but that do not require the customer to use our warehouse or for us to reserve space for these customers; however, our tariff sheets in certain jurisdictions may provide for a de minimis minimum monthly payment from a customer to maintain its access to a given warehouse. Our tariff sheets are updated annually, and the agreements are short-term in nature.
•Leases. We lease space to certain customers that desire to manage their own temperature-controlled warehousing or carry on processing operations in warehouses adjacent, or in close proximity, to their production facilities. Our customer leased warehouses are typically leased to third parties, such as food producers, distributors and retailers, under triple net lease agreements pursuant to which the customer is responsible for all costs incurred for facility maintenance, insurance, taxes, utilities, and other services necessary or appropriate for the applicable warehouse and the business conducted at the applicable warehouse. We typically charge rent based on the square footage leased in our warehouses. We consider the creditworthiness of a potential tenant to be an important consideration in determining whether to engage in a new lease agreement.
Cost of operations. Our global warehousing segment cost of operations consists primarily of labor, power, and other warehouse costs. Labor comprises the largest component of the cost of operations from our global warehousing segment and consists primarily of employee wages (both direct and indirect) and benefits, excluding stock-based compensation. Changes in our labor expense are driven by, among other things, changes in headcount, changes in compensation levels and associated performance incentives, the use of third-party labor to support our operations, changes in terms of collective bargaining agreements, changes in customer requirements and associated work content, workforce productivity, labor availability, governmental policies and regulations, and variability in costs associated with employer-provided benefits.
Our second-largest cost of operations is power utilized in the operation of our temperature-controlled warehouses. We may, from time to time, hedge our exposure to changes in power prices through fixed rate agreements. In addition, to the extent possible and appropriate, we may seek to mitigate or offset the impact of fluctuations in the price of power on our financial results through rate escalations or power surcharge provisions within our agreements with customers. We also look to implement energy saving alternatives to reduce energy consumption, including the installation of solar panels, state of the art refrigeration control systems, LED lighting, thermal energy storage, motion-sensor technology, variable frequency drives for our fans and compressors, and rapid open/close doors. Additionally, business mix impacts our power expense depending on the temperature zone and type and frequency of freezing required (e.g., blast freezing). Other warehouse costs include utilities other than power, insurance, real estate taxes, repairs and maintenance, rent under real property operating leases where applicable, equipment costs, warehouse consumables (e.g., pallets and shrink-wrap), personal protective equipment, warehouse administration, and other related facility and services costs.
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Global Integrated Solutions Segment. Our global integrated solutions segment provides our customers with a comprehensive approach to facilitate the movement of products along the supply chain.
Revenues. Our integrated solutions revenues are primarily driven by transportation fees, which may also include fuel and capacity surcharges, to our customers for whom we arrange the transportation of their products. Within transportation, which is the largest component of our global integrated solutions segment, our core focus areas are multi-vendor less-than-full-truckload consolidation, drayage services to and from ports, transportation brokerage, and freight forwarding. We also provide rail transportation services and, in select markets, foodservice distribution and e-commerce fulfillment services.
Cost of operations. Our global integrated solutions cost of operations consists primarily of third-party carrier charges, which are impacted by factors affecting those carriers, including truck and ocean liner capacity and driver and equipment availability in certain markets. Additionally, in certain markets we employ drivers and operate assets to serve our customers. Costs to operate these assets include wages (excluding stock-based compensation), fuel, tolls, insurance, and maintenance.
Other Consolidated Operating Expenses.
Depreciation and amortization expenses. Our depreciation and amortization expenses result primarily from the capital-intensive nature of our business. The principal components of depreciation relate to our warehouses, both owned and leased, including buildings and improvements, refrigeration equipment, racking, leasehold improvements, material handling equipment, furniture and fixtures, our computer hardware, and internal use software. We also incur depreciation related to owned transportation assets. Amortization relates primarily to intangible assets for customer relationships and finance lease right-of-use assets.
General and administrative expenses. Our general and administrative expenses consist primarily of costs associated with the administration of our global warehousing and global integrated solutions segments, including management wages and benefits, administrative, legal, business development, project management, sales, marketing, engineering, safety and compliance, food optimization, human resources, finance, accounting, network optimization, data science, and information technology personnel, transformational information technology expenses, equity incentive plans, communications and data processing, travel, professional fees, credit loss, training, office equipment, supplies, and transition services fees paid to Bay Grove for certain operating, strategic development, and financial services while we internalize such functions in the three years post-IPO. Trends in general and administrative expenses are influenced by changes in headcount and compensation levels and achievement of incentive compensation targets.
Acquisition, transaction, and other expenses. Our acquisition, transaction, and other expenses consist of costs with a high level of variability from period-to-period and include professional fees associated with planned and completed business expansion activities, and acquisition integration costs. In addition, it includes expenses associated with our IPO, including costs related to public company readiness efforts and costs incurred as a result of our IPO in the third quarter of 2024. It also includes legal and administrative costs associated with filing of other registration statements, and expenses incurred in connection with the coordinated settlement process that will occur for up to three years post-IPO for all legacy investors in BGLH. These costs are expensed as incurred. Employee-related expenses also include costs associated with acquisitions, such as acquisition-related severance and consulting agreements and certain cash-based incentive awards given to employees of legacy companies in acquisitions.
Restructuring, impairment, and (gain) loss on disposals. Our restructuring, impairment, and (gain) loss on disposals include certain contractual and negotiated severance and separation costs from exited former executives, costs related to reductions in headcount to achieve operational efficiencies, and costs associated with exiting non-strategic operations. We record such costs when there is a substantive plan for employee severance or employees are otherwise entitled to benefits (e.g., in case of one-time terminations) and related costs are probable and estimable. It also includes gains (losses) on dispositions of property, plant, and equipment and impairments of long-lived assets, net of related gains on insurance recoveries, excluding impairments of goodwill.
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Key Factors Affecting Our Business and Financial Results
Market Conditions
Our business is impacted by general economic and market conditions, as well as by national and international political, environmental, and socio-economic events.
Significant factors impacting our business have included:
•Inflation and Customer Rate Increases. We are continuing to see pricing pressure in certain markets with excess capacity, but overall pricing has remained stable within a range based upon types of services provided, seasonal harvests, and types of customers (local versus export). We believe that higher food costs have continued to impact end-consumers’ buying decisions for certain commodities, which could negatively impact specific customers; however, overall demand in retail and foodservice has grown recently, according to market data. Inflation overall has progressed toward more normal levels; however, tariff and other trade policies have continued to cause overall uncertainty and aggravated inflation in certain sectors, particularly in North America.
•Occupancy and Throughput. After a period of inventory adjustments from our customers over the last few years, we are seeing our occupancy levels stabilize and a return to more normal seasonal inventory patterns. Occupancy, throughput, and related ancillary services were also impacted by evolving tariff and trade policies. As trade agreements were reached, we saw stabilization in our customers’ business, and end-consumer demand became consistent with historic levels. Additionally, in recent years, new supply of temperature-controlled warehousing capacity has come online in select markets, which continues to impact occupancy and throughput in those markets with excess capacity. We expect new supply coming online in 2026 to slow compared to recent years. 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. When such actions are taken, we strive to relocate customers affected by such activities into other warehouses in our global warehousing network.
•Labor. Following headwinds in recent years from wage inflation, labor shortages, and team member turnover, our team has focused on strategic initiatives to decrease turnover through our stock-based compensation awards, higher wages, engagement best practices, and training to help retain talent. Retention has improved due to these internal efforts and macroeconomic factors.
•Energy Costs. Following increased costs in prior years, particularly in our European operations, our power costs have stabilized. While we have limited direct exposure to the Middle East and we expect the near-term impact to be materially net neutral, we are monitoring developments with respect to the ongoing conflict with Iran, including the impact on global commodity prices. We have generally been able to pass increased power costs through to our customers, and, in certain cases, we use energy hedges, regulate utilities usage, and generate in-house solar energy, all mitigating the impact of energy cost increases on our operating results.
Refer to Item 1A. “Risk Factors” for additional information.
Foreign Currency Translation Impact on Our Operations
Our consolidated revenues and expenses are subject to variations caused by the net effect of foreign currency translation on revenues and expenses incurred by our operations outside the United States. Future fluctuations of foreign currency exchange rates and their impact on our consolidated financial statements are inherently uncertain. Our primary currency exposures are to the euro, Canadian dollar, British pound sterling, and Australian dollar. Revenues and expenses are typically denominated in the local currency of the country in which they are derived or incurred, which partially mitigates the net impact of foreign currency fluctuations on our operating results and margins.
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How We Assess the Performance of Our Business
Segment Net Operating Income or “Segment NOI”
We evaluate the performance of our business segments based on their net operating income relative to our overall results of operations. We use the term “segment net operating income” or “segment NOI” to mean a segment’s revenues less its cost of operations (excluding any depreciation and amortization, general and administrative expense, stock-based compensation expense and related employer-paid payroll taxes from grants under our equity incentive plans, restructuring and impairment expense, gain and loss on sale of assets, and acquisition, transaction, and other expense). We use segment NOI to evaluate our segments for purposes of making operating decisions and assessing performance in accordance with Accounting Standards Codification (“ASC”) 280, Segment Reporting.
We also analyze the “segment NOI margin” for each of our business segments, which we calculate as segment NOI divided by segment revenues.
Same Warehouse Analysis
We define our “same warehouse” population annually at the beginning of the calendar year. Our same warehouse population includes properties that were owned, leased, or managed for the entirety of two comparable periods and that have reported at least twelve months of consecutive normalized operations prior to January 1 of the current calendar year. We define “normalized operations” as properties that have been open for operation or lease after development or significant modification, including the expansion of a warehouse footprint or a warehouse rehabilitation subsequent to an event, such as a natural disaster or similar event causing disruption to operations. In addition, our definition of “normalized operations” takes into account changes in the ownership structure (e.g., purchase of a previously leased warehouse would result in a change in the nature of expenditures in the compared periods), which would impact comparability in our global warehousing segment NOI.
Acquired properties will be included in the “same warehouse” population if owned or leased by us as of the first business day of the prior calendar year and still owned by us as of the end of the current reporting period, unless the property is under development. The “same warehouse” pool can also be adjusted during the year to remove properties that were sold, entering development, or in operational transition subsequent to the beginning of the current calendar year. As such, the “same warehouse” population for the period ended March 31, 2026 includes all properties that we owned as of January 1, 2025 which had both been owned and had reached “normalized operations” by January 1, 2025.
We calculate “same warehouse NOI” as revenues for the same warehouse population less its cost of operations (excluding any depreciation and amortization, general and administrative expense, stock-based compensation expense and related employer-paid payroll taxes from grants under our equity incentive plans, restructuring and impairment expense, gain and loss on sale of assets, and acquisition, transaction, and other expense). We evaluate the performance of the warehouses we own, lease, or manage using a “same warehouse” analysis, and we believe that same warehouse NOI is helpful to investors as a supplemental performance measure because it includes the operating performance from the population of properties that is consistent from period to period, thereby eliminating the effects of changes in the composition of our warehouse portfolio on performance measures.
The following table shows the composition of our warehouse portfolio as of March 31, 2026.
Total warehouses (1) | 481 | |||||||
Same warehouse | 426 | |||||||
Non-same warehouse | 55 | |||||||
(1) Excludes 19 warehouses in our global integrated solutions segment as of March 31, 2026. We categorize warehouses as part of our global integrated solutions segment if the primary business conducted in those warehouses is within our global integrated solutions segment. | ||||||||
Same warehouse NOI is not a measurement of financial performance under GAAP. In addition, other companies providing temperature-controlled warehouse storage and handling and other warehouse services may not define same warehouse or calculate same warehouse NOI in a manner consistent with our definition or calculation. Same warehouse NOI should be considered as a supplement, but not as an alternative, to our results calculated in accordance with GAAP. We provide reconciliations of these measures in the discussions of our comparative results of operations below.
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Economic Occupancy of Our Warehouses
We define average economic occupancy as the aggregate number of physical pallets on hand and any additional pallet positions otherwise contractually committed and paid for by customers for a given period divided by the approximate number of average physical pallet positions in our warehouse for the applicable period. We estimate the number of contractually committed pallet positions by taking into account the actual pallet commitment specified in each customer’s warehouse agreement and subtracting the physical pallets on hand for that customer. We regard economic occupancy as an important driver of our financial results.
Physical Occupancy of Our Warehouses
We define average physical occupancy as the average number of physical pallets on hand divided by the estimated number of average physical pallet positions in our warehouses for the applicable period. We estimate the number of physical pallet positions by taking into account actual racked space and by estimating unracked space on an as-if-racked basis. We base this estimate on a formula utilizing the total cubic feet of each room within the warehouse that is unracked divided by the volume of an assumed rack space that is consistent with the characteristics of the relevant warehouse. The number of our pallet positions is reviewed and updated quarterly, taking into account changes in racking configurations and other warehouse attributes. We regard physical occupancy as an important driver of our financial results.
Throughput at Our Warehouses
The level and nature of throughput at our warehouses is an important factor impacting our warehouse services revenues. Throughput refers to the volume of inbound pallets that enter our warehouses plus the volume of outbound pallets that exit our warehouses, divided by two. Higher levels of throughput drive warehouse services revenues in our global warehousing segment, as customers are typically billed transactionally for these services. The nature of throughput may be driven by the expected inventory turns of the underlying product or commodity. Throughput pallets can be influenced by both customers’ production as well as shifts in demand preferences. Customers’ production levels, which respond to market conditions, labor availability, supply chain dynamics, and consumer preferences, may impact inbound pallets. Similarly, a change in inventory turnover due to shift in consumer demand may impact outbound pallets.
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Results of Operations
The following discussion represents our analysis of results of operations for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025.
Comparison of Results for the Three Months Ended March 31, 2026 and 2025
Global Warehousing Segment
The following table presents the operating results of our global warehousing segment for the three months ended March 31, 2026 and 2025.
| Three Months Ended March 31, | |||||||||||||||||||||||
| (in millions except revenue per pallet) | 2026 | 2025 | Change | ||||||||||||||||||||
Warehouse storage | $ | 514 | $ | 491 | 4.7 | % | |||||||||||||||||
Warehouse services | 471 | 453 | 4.0 | % | |||||||||||||||||||
Total global warehousing segment revenues | 985 | 944 | 4.3 | % | |||||||||||||||||||
Labor(1) | 381 | 356 | 7.0 | % | |||||||||||||||||||
Power | 54 | 49 | 10.2 | % | |||||||||||||||||||
Other warehouse costs(2) | 186 | 179 | 3.9 | % | |||||||||||||||||||
Total global warehousing segment cost of operations | 621 | 584 | 6.3 | % | |||||||||||||||||||
Global warehousing segment NOI | $ | 364 | $ | 360 | 1.1 | % | |||||||||||||||||
Total global warehousing segment margin | 37.0 | % | 38.1 | % | (110) | bps | |||||||||||||||||
Number of warehouse sites | 481 | 469 | |||||||||||||||||||||
Warehouse storage(3) | |||||||||||||||||||||||
Average economic occupancy | |||||||||||||||||||||||
Average occupied economic pallets (in thousands) | 8,165 | 8,056 | 1.4 | % | |||||||||||||||||||
Economic occupancy percentage | 79.9 | % | 81.0 | % | (110) | bps | |||||||||||||||||
Storage revenue per economic occupied pallet | $ | 62.84 | $ | 60.93 | 3.1 | % | |||||||||||||||||
Average physical occupancy | |||||||||||||||||||||||
Average physical occupied pallets (in thousands) | 7,605 | 7,506 | 1.3 | % | |||||||||||||||||||
Average physical pallet positions (in thousands) | 10,217 | 9,949 | 2.7 | % | |||||||||||||||||||
Physical occupancy percentage | 74.4 | % | 75.4 | % | (100) | bps | |||||||||||||||||
Storage revenue per physical occupied pallet | $ | 67.47 | $ | 65.39 | 3.2 | % | |||||||||||||||||
Warehouse services(3) | |||||||||||||||||||||||
Throughput pallets (in thousands) | 13,546 | 12,984 | 4.3 | % | |||||||||||||||||||
Warehouse services revenue per throughput pallet | $ | 31.82 | $ | 32.02 | (0.6) | % | |||||||||||||||||
(1) Labor cost of operations excludes $2 million and $1 million of stock-based compensation expense and related employer-paid payroll taxes for the three months ended March 31, 2026 and 2025, respectively. | |||||||||||||||||||||||
(2) Includes real estate rent expense (operating leases) of $24 million and $23 million for the three months ended March 31, 2026 and 2025, respectively, and non-real estate rent expense (equipment lease and rentals) of $4 million and $5 million for the three months ended March 31, 2026 and 2025, respectively. | |||||||||||||||||||||||
| (3) Warehouse storage and warehouse services metrics exclude facilities owned or leased by the customer for which we manage the warehouse operations on their behalf (“managed sites”). | |||||||||||||||||||||||
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Global warehousing segment revenues were $985 million for the three months ended March 31, 2026, an increase of $41 million, or 4.3%, compared to $944 million for the three months ended March 31, 2025. The net increase was driven by a $41 million net increase in our non-same warehouse pool, while our same warehouse pool revenue remained consistent, further discussed below. The foreign currency translation of revenues earned by our foreign operations had a $26 million favorable impact compared to the three months ended March 31, 2025.
Global warehousing segment cost of operations was $621 million for the three months ended March 31, 2026, an increase of $37 million, or 6.3%, compared to $584 million for the three months ended March 31, 2025. The net increase included a $34 million net increase in our non-same warehouse pool, in addition to a $3 million increase in our same warehouse pool, further discussed below. The foreign currency translation of cost of operations from our foreign operations had a $17 million unfavorable impact compared to the three months ended March 31, 2025.
Global warehousing segment NOI was $364 million for the three months ended March 31, 2026, an increase of $4 million, or 1.1%, compared to $360 million for the three months ended March 31, 2025. The net increase included $7 million in our non-same warehouse pool, partially offset by a net decrease of $3 million in our same warehouse pool. The foreign currency translation from our foreign operations had a $9 million net favorable impact compared to the three months ended March 31, 2025.
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Same Warehouse Results
The following table presents revenues, cost of operations, same warehouse NOI, and margins for our same warehouses for the three months ended March 31, 2026 and 2025.
| Three Months Ended March 31, | |||||||||||||||||||||||
| (in millions except revenue per pallet) | 2026 | 2025 | Change | ||||||||||||||||||||
Warehouse storage | $ | 479 | $ | 471 | 1.7 | % | |||||||||||||||||
Warehouse services | 429 | 437 | (1.8) | % | |||||||||||||||||||
Total same warehouse revenues | 908 | 908 | — | % | |||||||||||||||||||
| Labor | 343 | 342 | 0.3 | % | |||||||||||||||||||
Power | 48 | 46 | 4.3 | % | |||||||||||||||||||
Other warehouse costs | 170 | 170 | — | % | |||||||||||||||||||
Total same warehouse cost of operations | 561 | 558 | 0.5 | % | |||||||||||||||||||
Same warehouse NOI | $ | 347 | $ | 350 | (0.9) | % | |||||||||||||||||
Total same warehouse margin | 38.2 | % | 38.5 | % | (30) | bps | |||||||||||||||||
Number of same warehouse sites(1) | 426 | 426 | |||||||||||||||||||||
Warehouse storage(2) | |||||||||||||||||||||||
Economic occupancy | |||||||||||||||||||||||
Average occupied economic pallets (in thousands) | 7,656 | 7,694 | (0.5) | % | |||||||||||||||||||
Economic occupancy percentage | 82.0 | % | 82.2 | % | (20) | bps | |||||||||||||||||
Storage revenue per economic occupied pallet | $ | 62.47 | $ | 61.17 | 2.1 | % | |||||||||||||||||
Physical occupancy | |||||||||||||||||||||||
Average physical occupied pallets (in thousands) | 7,137 | 7,178 | (0.6) | % | |||||||||||||||||||
Average physical pallet positions (in thousands) | 9,339 | 9,357 | (0.2) | % | |||||||||||||||||||
Physical occupancy percentage | 76.4 | % | 76.7 | % | (30) | bps | |||||||||||||||||
Storage revenue per physical occupied pallet | $ | 67.01 | $ | 65.57 | 2.2 | % | |||||||||||||||||
Warehouse services(2) | |||||||||||||||||||||||
Throughput pallets (in thousands) | 12,136 | 12,553 | (3.3) | % | |||||||||||||||||||
Warehouse services revenue per throughput pallet | $ | 32.06 | $ | 31.89 | 0.5 | % | |||||||||||||||||
| (1) Refer to our “Same Warehouse Analysis,” which describes the composition of our same warehouse pool. (2) Warehouse storage and warehouse services metrics exclude managed sites. | |||||||||||||||||||||||
Same warehouse storage revenues increased $8 million, or 1.7%, compared to the three months ended March 31, 2025, primarily driven by increased rates and favorable net foreign currency impact. Same warehouse storage revenues per economic occupied pallet increased by 2.1% compared to the prior year.
Same warehouse services revenues decreased $8 million, or 1.8%, compared to the three months ended March 31, 2025, primarily driven by lower throughput volumes. Same warehouse services revenue per throughput pallet increased 0.5% compared to the prior year as a result of increased rates. Throughput pallets at our same warehouses decreased 3.3% compared to the three months ended March 31, 2025.
Same warehouse cost of operations increased $3 million, or 0.5%, compared to the three months ended March 31, 2025, resulting from inflationary pressures and unfavorable net foreign currency impact.
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Non-Same Warehouse Results
The following table presents revenues, cost of operations, non-same warehouse NOI, and margins for our non-same warehouses for the three months ended March 31, 2026 and 2025.
| Three Months Ended March 31, | ||||||||||||||||||||
| (in millions except revenue per pallet) | 2026 | 2025 | Change | |||||||||||||||||
Warehouse storage | $ | 35 | $ | 20 | 75.0 | % | ||||||||||||||
Warehouse services | 42 | 16 | 162.5 | % | ||||||||||||||||
Total non-same warehouse revenues | 77 | 36 | 113.9 | % | ||||||||||||||||
Labor | 38 | 14 | 171.4 | % | ||||||||||||||||
Power | 6 | 3 | 100.0 | % | ||||||||||||||||
Other warehouse costs | 16 | 9 | 77.8 | % | ||||||||||||||||
Total non-same warehouse cost of operations | 60 | 26 | 130.8 | % | ||||||||||||||||
Non-same warehouse NOI | $ | 17 | $ | 10 | 70.0 | % | ||||||||||||||
Total non-same warehouse margin | 22.1 | % | 27.8 | % | (570) | bps | ||||||||||||||
Number of non-same warehouse sites(1) | 55 | 43 | ||||||||||||||||||
Warehouse storage(2) | ||||||||||||||||||||
Economic occupancy | ||||||||||||||||||||
Average occupied economic pallets (in thousands) | 509 | 362 | 40.6 | % | ||||||||||||||||
Economic occupancy percentage | 58.0 | % | 61.1 | % | (310) | bps | ||||||||||||||
Storage revenue per economic occupied pallet | $ | 68.50 | $ | 55.67 | 23.0 | % | ||||||||||||||
Physical occupancy | ||||||||||||||||||||
Average physical occupied pallets (in thousands) | 468 | 328 | 42.7 | % | ||||||||||||||||
Average physical pallet positions (in thousands) | 878 | 592 | 48.3 | % | ||||||||||||||||
Physical occupancy percentage | 53.3 | % | 55.4 | % | (210) | bps | ||||||||||||||
Storage revenue per physical occupied pallet | $ | 74.50 | $ | 61.48 | 21.2 | % | ||||||||||||||
Warehouse services(2) | ||||||||||||||||||||
Throughput pallets (in thousands) | 1,410 | 431 | 227.1 | % | ||||||||||||||||
Warehouse services revenue per throughput pallet | $ | 29.78 | $ | 33.61 | (11.4) | % | ||||||||||||||
(1) Refer to our “Same Warehouse Analysis,” which describes the composition of our non-same warehouse pool. | ||||||||||||||||||||
| (2) Warehouse storage and warehouse services metrics exclude managed sites. | ||||||||||||||||||||
Non-same warehouse revenues increased $41 million, or 113.9%, compared to the three months ended March 31, 2025, including approximately $39 million from acquisitions and $12 million from recently completed greenfield and expansion projects, partially offset by a $10 million net decrease from other non-same warehouse sites.
Non-same warehouse cost of operations increased $34 million, or 130.8%, compared to the three months ended March 31, 2025, including approximately $27 million from acquisitions and $9 million from recently completed greenfield and expansion projects, partially offset by a $2 million net decrease from other non-same warehouse sites.
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Global Integrated Solutions Segment
The following table presents the operating results of our global integrated solutions segment for the three months ended March 31, 2026 and 2025.
| Three Months Ended March 31, | |||||||||||||||||||||||
| (in millions) | 2026 | 2025 | Change | ||||||||||||||||||||
Global Integrated Solutions segment revenues | $ | 312 | $ | 348 | (10.3) | % | |||||||||||||||||
Global Integrated Solutions segment cost of operations(1) | 255 | 291 | (12.4) | % | |||||||||||||||||||
Global Integrated Solutions segment NOI | $ | 57 | $ | 57 | — | % | |||||||||||||||||
Global Integrated Solutions margin | 18.3 | % | 16.4 | % | 190 | bps | |||||||||||||||||
(1) Cost of operations excludes $1 million and $1 million of stock-based compensation expense and related employer-paid payroll taxes for the three months ended March 31, 2026 and 2025, respectively. | |||||||||||||||||||||||
Global integrated solutions segment revenues were $312 million for the three months ended March 31, 2026, a decrease of $36 million, or 10.3%, compared to $348 million for the three months ended March 31, 2025. The decrease was primarily due to the divestiture of the Spain Transportation business which occurred in August 2025, partially offset by higher foodservice volumes. In addition, the foreign currency translation of revenues earned by our foreign operations had a $9 million favorable impact compared to the three months ended March 31, 2025.
Global integrated solutions segment cost of operations was $255 million for the three months ended March 31, 2026, a decrease of $36 million, or 12.4%, compared to $291 million for the three months ended March 31, 2025. The decrease was primarily due to the above-mentioned sale of the Spain Transportation business and cost control measures. The foreign currency translation of cost of operations from our foreign operations had an $8 million unfavorable impact compared to the three months ended March 31, 2025.
Global integrated solutions segment NOI was $57 million for both the three months ended March 31, 2026, and 2025, due to the factors discussed above. NOI margin was positively impacted by the sale of the Spain Transportation business.
Other Consolidated Operating Expenses
| Three Months Ended March 31, | |||||||||||||||||||||||
| (in millions) | 2026 | 2025 | Change | ||||||||||||||||||||
Other consolidated operating expense: | |||||||||||||||||||||||
Depreciation and amortization expense | $ | 233 | $ | 212 | 9.9 | % | |||||||||||||||||
General and administrative expense | $ | 141 | $ | 154 | (8.4) | % | |||||||||||||||||
Acquisition, transaction, and other expense | $ | 4 | $ | 15 | (73.3) | % | |||||||||||||||||
Restructuring, impairment, and (gain) loss on disposals | $ | 3 | $ | (21) | n.m. | ||||||||||||||||||
Depreciation and amortization expense. Depreciation and amortization expense was $233 million for the three months ended March 31, 2026, an increase of $21 million, or 9.9%, compared to $212 million for the three months ended March 31, 2025. The increase was primarily related to acquisitions and greenfield and expansion projects.
General and administrative expense. General and administrative expenses were $141 million for the three months ended March 31, 2026, a decrease of $13 million, or 8.4%, compared to $154 million for the three months ended March 31, 2025. The decrease was primarily due to a $9 million reduction in stock-based compensation expense primarily due to adjustments to the 2024 awards based on expected target, partially offset by the expense related to the 2025 awards (see Note 13, Stock-based compensation to the condensed consolidated financial statements included in this Quarterly Report for details). For the three months ended March 31, 2026, general and administrative expenses were 10.9% of total revenues compared to 11.9% of total revenues for the three months ended March 31, 2025.
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Acquisition, transaction, and other expense. Acquisition, transaction, and other expenses were $4 million for the three months ended March 31, 2026, a decrease of $11 million compared to $15 million for the three months ended March 31, 2025. The decrease was primarily due to the nonoccurence of 2025 costs associated with our IPO, including IPO awards paid in cash or stock with a one-year vesting term, in addition to less acquisition activity contributing to decreased legal and professional fees. For further detail on our stock-based compensation costs, see Note 13, Stock-based compensation to the condensed consolidated financial statements included in this Quarterly Report.
Restructuring, impairment, and (gain) loss on disposals. Restructuring, impairment, and (gain) loss on disposals were net loss of $3 million for the three months ended March 31, 2026, as compared to a net gain of $21 million for the three months ended March 31, 2025. The change primarily related to a decrease in net gains associated with a fire that occurred in April 2024 at the Company’s warehouse in Kennewick, Washington, further discussed below. In addition, there was a $6 million increase in severance expense.
The three months ended March 31, 2026 included a net gain of $3 million related to the Kennewick, Washington fire, while three months ended March 31, 2025 included a net gain of $24 million related to the fire, both driven by insurance recoveries received during the period (see Note 15, Commitments and contingencies in our condensed consolidated financial statements included in this Quarterly Report for details).
Other Income (Expense)
The following table presents other items of income and expense for the three months ended March 31, 2026 and 2025.
| Three Months Ended March 31, | |||||||||||||||||||||||
| (in millions) | 2026 | 2025 | Change | ||||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest expense, net | $ | (84) | $ | (60) | 40.0 | % | |||||||||||||||||
| Gain (loss) on foreign currency transactions, net | $ | 3 | $ | 16 | n.m. | ||||||||||||||||||
| Equity income (loss), net of tax | $ | (3) | $ | (4) | (25.0) | % | |||||||||||||||||
| Other nonoperating income (expense), net | $ | 1 | $ | — | n.m. | ||||||||||||||||||
Interest (expense), net. We reported net interest expense of $84 million for the three months ended March 31, 2026, an increase of $24 million, or 40.0%, compared to $60 million for the three months ended March 31, 2025, due to an increase in average debt balances, primarily due to the New senior unsecured notes issued in 2025, and a decrease in income (expense) generated from hedging instruments, partially offset by decreases in benchmark interest rates that determine the interest rates on our variable-rate debt. The average effective interest rate of our outstanding debt was 3.9% for the three months ended March 31, 2026, a decrease from 4.3% for the three months ended March 31, 2025. Due to the maturity of our hedging instruments that were outstanding during the three months ended March 31, 2025 and an increase in overall borrowings between March 31, 2025 and March 31, 2026, the notional value of our current hedging instruments represent a smaller proportion of our overall borrowings, and our variable-rate borrowings are effectively fixed at higher interest rates under our current hedging instruments when compared to the previous hedging instruments. When taking into account income (expense) generated from hedging instruments, the average effective interest rate of our outstanding debt was 3.7% for the three months ended March 31, 2026, an increase from 2.8% for the three months ended March 31, 2025. For additional information regarding our net interest expense, see Note 10, Interest expense in our condensed consolidated financial statements included in this Quarterly Report.
Gain (loss) on foreign currency transactions, net. We reported a net foreign currency exchange gain of $3 million for the three months ended March 31, 2026 compared to a net gain of $16 million for the three months ended March 31, 2025. The decrease in foreign currency exchange gain was due to changes in foreign currency exchange rates against the U.S. dollar, with the largest impacts driven by the euro.
Equity income (loss), net of tax. We reported $3 million of net loss from equity method investments for the three months ended March 31, 2026, compared to a net loss of $4 million for the three months ended March 31, 2025. The net loss in both periods was primarily related to our investment in Emergent Cold LatAm Holdings, LLC.
Other nonoperating income (expense), net. We reported $1 million of other nonoperating income for the three months ended March 31, 2026, compared to income of less than a million for the three months ended March 31, 2025.
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Income Tax Expense (Benefit)
Income tax expense for the three months ended March 31, 2026 was $4 million, a decrease of $4 million from an income tax expense of $8 million for the three months ended March 31, 2025. The tax expense in 2026 was principally the result of the tax-effect of pre-tax earnings in various jurisdictions, nondeductible expenses including stock-based compensation and interest expense, and financial statement losses for which no tax benefit was recognized. The tax expense in 2025 was principally created by the tax-effect of pre-tax earnings in various jurisdictions, nondeductible expenses including stock-based compensation and interest expense, and financial statement losses for which no tax benefit was recognized. Our income taxes are discussed in more detail in Note 7, Income taxes to the condensed consolidated financial statements included in this Quarterly Report.
Non-GAAP Financial Measures
We use the following non-GAAP financial measures as supplemental performance measures of our business: segment NOI, FFO, Core FFO, Adjusted FFO, EBITDA, EBITDAre, and Adjusted EBITDA. We also use same warehouse and non-same warehouse metrics described above.
We calculate total segment NOI (or “NOI”) as our total revenues less our cost of operations (excluding any depreciation and amortization, general and administrative expense, stock-based compensation expense and related employer-paid payroll taxes from grants under our equity incentive plans, restructuring and impairment expense, gain and loss on sale of assets, and acquisition, transaction, and other expense). We use segment NOI to evaluate our segments for purposes of making operating decisions and assessing performance in accordance with ASC 280, Segment Reporting. We believe segment NOI is helpful to investors as a supplemental performance measure to net income because it assists both investors and management in understanding the core operations of our business. There is no industry definition of segment NOI and, as a result, other REITs may calculate segment NOI or other similarly-captioned metrics in a manner different than we do.
The table below reconciles total segment NOI to net income (loss), which is the most directly comparable financial measure calculated in accordance with GAAP, in each case for the three months ended March 31, 2026 and 2025.
| Three Months Ended March 31, | |||||||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | |||||||||||||||||||||||||||
| Net income (loss) | $ | (51) | $ | — | |||||||||||||||||||||||||
| Stock-based compensation expense and related employer-paid payroll taxes in cost of operations | 4 | 1 | |||||||||||||||||||||||||||
| General and administrative expense | 141 | 154 | |||||||||||||||||||||||||||
| Depreciation expense | 177 | 158 | |||||||||||||||||||||||||||
| Amortization expense | 56 | 54 | |||||||||||||||||||||||||||
| Acquisition, transaction, and other expense | 4 | 15 | |||||||||||||||||||||||||||
| Restructuring, impairment, and (gain) loss on disposals | 3 | (21) | |||||||||||||||||||||||||||
| Equity (income) loss, net of tax | 3 | 4 | |||||||||||||||||||||||||||
| (Gain) loss on foreign currency transactions, net | (3) | (16) | |||||||||||||||||||||||||||
| Interest expense, net | 84 | 60 | |||||||||||||||||||||||||||
| Other nonoperating (income) expense, net | (1) | — | |||||||||||||||||||||||||||
| Income tax expense (benefit) | 4 | 8 | |||||||||||||||||||||||||||
Total segment NOI | $ | 421 | $ | 417 | |||||||||||||||||||||||||
We calculate EBITDA as net income or loss determined in accordance with GAAP, excluding depreciation and amortization expense, interest expense, net, and income tax expense or benefit.
47
We also calculate EBITDA for Real Estate, or “EBITDAre”, in accordance with the standards established by the Board of Governors of the National Association of Real Estate Investment Trusts, or “NAREIT”, as EBITDA further adjusted for net loss or gain on sale of real estate assets, net of withholding taxes, impairment of real estate assets, and adjustments to reflect our share of EBITDAre for partially owned entities. EBITDAre is a measure commonly used in our industry, and we present EBITDAre to enhance investor understanding of our operating performance. We believe that EBITDAre provides investors and analysts with a measure of operating results unaffected by differences in capital structures, capital investment cycles, and useful life of related assets among otherwise comparable companies.
In addition, we calculate our Adjusted EBITDA as EBITDAre further adjusted for the effects of gain or loss on the sale of non-real estate assets, gain or loss on the destruction of property (net of insurance proceeds), other nonoperating income or expense, acquisition, restructuring, and other expense, foreign currency exchange gain or loss, stock-based compensation expense and related employer-paid payroll taxes from grants under our equity incentive plans, loss or gain on debt extinguishment and modification, impairments of goodwill and other non-real estate assets including intangible assets, technology transformation, and reduction in EBITDAre from partially owned entities. We believe that the presentation of Adjusted EBITDA provides a measurement of our operations that is meaningful to investors because it excludes the effects of certain items that are otherwise included in EBITDAre, which we do not believe are indicative of our core business operations. EBITDAre and Adjusted EBITDA are not measurements of financial performance under GAAP, and our EBITDAre and Adjusted EBITDA may not be comparable to similarly titled measures of other companies. You should not consider our EBITDAre and Adjusted EBITDA as alternatives to net income or cash flows from operating activities determined in accordance with GAAP. Our calculations of EBITDAre and Adjusted EBITDA have limitations as analytical tools, including the following:
•these measures do not reflect our historical or future cash requirements for maintenance capital expenditures or growth and expansion capital expenditures;
•these measures do not reflect changes in, or cash requirements for, our working capital needs;
•these measures do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our indebtedness;
•these measures do not reflect our tax expense or the cash requirements to pay our taxes; and
•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and these measures do not reflect any cash requirements for such replacements.
We use EBITDA, EBITDAre, and Adjusted EBITDA as measures of our operating performance and not as measures of liquidity.
48
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 three months ended March 31, 2026 and 2025.
| Three Months Ended March 31, | ||||||||||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | ||||||||||||||||||||||||||||||
Net income (loss) | $ | (51) | $ | — | ||||||||||||||||||||||||||||
Adjustments: | ||||||||||||||||||||||||||||||||
Depreciation and amortization expense | 233 | 212 | ||||||||||||||||||||||||||||||
Interest expense, net | 84 | 60 | ||||||||||||||||||||||||||||||
Income tax expense (benefit) | 4 | 8 | ||||||||||||||||||||||||||||||
EBITDA | $ | 270 | $ | 280 | ||||||||||||||||||||||||||||
EBITDAre | $ | 270 | $ | 280 | ||||||||||||||||||||||||||||
Adjustments: | ||||||||||||||||||||||||||||||||
Net (gain) loss on sale of non-real estate assets | (1) | (2) | ||||||||||||||||||||||||||||||
Other nonoperating (income) expense, net | (1) | — | ||||||||||||||||||||||||||||||
Acquisition, restructuring, and other | 11 | 17 | ||||||||||||||||||||||||||||||
Technology transformation | 6 | 5 | ||||||||||||||||||||||||||||||
| (Gain) loss on property destruction | (3) | (24) | ||||||||||||||||||||||||||||||
(Gain) loss on foreign currency transactions, net | (3) | (16) | ||||||||||||||||||||||||||||||
Stock-based compensation expense and related employer-paid payroll taxes | 30 | 40 | ||||||||||||||||||||||||||||||
| Impairment of other non-real estate assets | — | 1 | ||||||||||||||||||||||||||||||
Allocation related to unconsolidated JVs | 4 | 3 | ||||||||||||||||||||||||||||||
Allocation adjustments of noncontrolling interests | 1 | — | ||||||||||||||||||||||||||||||
Adjusted EBITDA | $ | 314 | $ | 304 | ||||||||||||||||||||||||||||
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We calculate funds from operations, or FFO, in accordance with the standards established by the Board of Governors of the NAREIT. NAREIT defines FFO as net income or loss determined in accordance with GAAP, excluding extraordinary items as defined under GAAP and gains or losses from sales of previously depreciated operating real estate assets, plus specified non-cash items, such as real estate asset depreciation and amortization, in-place lease intangible amortization, real estate asset impairment, and our share of reconciling items for partially owned entities. We believe that FFO is helpful to investors as a supplemental performance measure because it excludes the effect of depreciation, amortization, and gains or losses from sales of real estate, all of which are based on historical costs, which implicitly assumes that the value of real estate diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, FFO can facilitate comparisons of operating performance between periods and among other equity REITs.
We calculate core funds from operations, or Core FFO, as FFO adjusted for the effects of gain or loss on the sale of non-real estate assets, gain or loss on the destruction of property (net of insurance proceeds), finance lease ROU asset amortization real estate, impairments of goodwill and other non-real estate assets including intangible assets, acquisition, restructuring and other, other nonoperating income or expense, loss on debt extinguishment and modifications and the effects of gain or loss on foreign currency exchange. We also adjust for the impact attributable to non-real estate impairments on unconsolidated joint ventures and natural disaster. We believe that Core FFO is helpful to investors as a supplemental performance measure because it excludes the effects of certain items which can create significant earnings volatility, but which do not directly relate to our core business operations. We believe Core FFO can facilitate comparisons of operating performance between periods, while also providing a more meaningful predictor of future earnings potential.
However, because FFO and Core FFO add back real estate depreciation and amortization and do not capture the level of recurring maintenance capital expenditures necessary to maintain the operating performance of our properties, both of which have material economic impacts on our results from operations, we believe the utility of FFO and Core FFO as a measure of our performance may be limited.
We calculate adjusted funds from operations, or Adjusted FFO, as Core FFO adjusted for the effects of amortization of deferred financing costs, amortization of debt discount/premium amortization of above or below market leases, straight-line net operating rent, provision or benefit from deferred income taxes, stock-based compensation expense and related employer-paid payroll taxes from grants under our equity incentive plans, non-real estate depreciation and amortization, non-real estate finance lease ROU asset amortization, and recurring maintenance capital expenditures. We also adjust for Adjusted FFO attributable to our share of reconciling items of partially owned entities. We believe that Adjusted FFO is helpful to investors as a meaningful supplemental comparative performance measure of our ability to make incremental capital investments in our business and to assess our ability to fund distribution requirements from our operating activities.
FFO, Core FFO, and Adjusted FFO are used by management, investors, and industry analysts as supplemental measures of operating performance of equity REITs. FFO, Core FFO and Adjusted FFO should be evaluated along with GAAP net income and net income per diluted share (the most directly comparable GAAP measures) in evaluating our operating performance. FFO, Core FFO, and Adjusted FFO do not represent net income or cash flows from operating activities in accordance with GAAP and are not indicative of our results of operations or cash flows from operating activities as disclosed in our condensed consolidated financial statements included elsewhere in this Quarterly Report. FFO, Core FFO, and Adjusted FFO should be considered as supplements, but not alternatives, to our net income or cash flows from operating activities as indicators of our operating performance. Moreover, other REITs may not calculate FFO in accordance with the NAREIT definition or may interpret the NAREIT definition differently than we do. Accordingly, our FFO may not be comparable to FFO as calculated by other REITs. In addition, there is no industry definition of Core FFO or Adjusted FFO and, as a result, other REITs may also calculate Core FFO or Adjusted FFO, or other similarly-captioned metrics, in a manner different than we do.
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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 three months ended March 31, 2026 and 2025.
| Three Months Ended March 31, | |||||||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | |||||||||||||||||||||||||||
Net income (loss) | $ | (51) | $ | — | |||||||||||||||||||||||||
Adjustments: | |||||||||||||||||||||||||||||
Real estate depreciation | 99 | 85 | |||||||||||||||||||||||||||
In-place lease intangible amortization | 1 | 1 | |||||||||||||||||||||||||||
Real estate depreciation, (gain) loss on sale of real estate and real estate impairments on unconsolidated JVs | 1 | 1 | |||||||||||||||||||||||||||
Allocation of noncontrolling interests | 1 | — | |||||||||||||||||||||||||||
FFO | $ | 51 | $ | 87 | |||||||||||||||||||||||||
Adjustments: | |||||||||||||||||||||||||||||
Net (gain) loss on sale of non-real estate assets | (1) | (2) | |||||||||||||||||||||||||||
Finance lease ROU asset amortization - real estate | 18 | 18 | |||||||||||||||||||||||||||
| Impairment of other non-real estate assets | — | 1 | |||||||||||||||||||||||||||
Other nonoperating (income) expense, net | (1) | — | |||||||||||||||||||||||||||
Acquisition, restructuring, and other | 15 | 20 | |||||||||||||||||||||||||||
Technology transformation | 6 | 5 | |||||||||||||||||||||||||||
| (Gain) loss on property destruction | (3) | (24) | |||||||||||||||||||||||||||
(Gain) loss on foreign currency transactions, net | (3) | (16) | |||||||||||||||||||||||||||
Core FFO | $ | 82 | $ | 89 | |||||||||||||||||||||||||
Adjustments: | |||||||||||||||||||||||||||||
Non-real estate depreciation and amortization | 106 | 100 | |||||||||||||||||||||||||||
Finance lease ROU asset amortization - non-real estate | 9 | 8 | |||||||||||||||||||||||||||
Amortization of deferred financing costs, discount, and above/below market debt | 3 | 2 | |||||||||||||||||||||||||||
Deferred income taxes expense (benefit) | 1 | 11 | |||||||||||||||||||||||||||
Straight line net operating rent | — | 1 | |||||||||||||||||||||||||||
Stock-based compensation expense and related employer-paid payroll taxes | 30 | 40 | |||||||||||||||||||||||||||
Recurring maintenance capital expenditures | (31) | (32) | |||||||||||||||||||||||||||
Allocation related to unconsolidated JVs | 1 | 1 | |||||||||||||||||||||||||||
Allocation of noncontrolling interests | — | (1) | |||||||||||||||||||||||||||
Adjusted FFO | $ | 201 | $ | 219 | |||||||||||||||||||||||||
Liquidity and Capital Resources
As of March 31, 2026, we had $66 million of cash and cash equivalents and $1.5 billion available under our Revolving Credit Facility (net of outstanding standby letters of credit in the amount of $61 million, which reduce availability). We currently expect that our principal sources of funding will include:
•current cash balances;
•cash flows from operations;
•proceeds from the disposition of properties or other investments;
•our credit facilities; and
•other forms of debt financings and equity offerings.
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Our liquidity requirements and capital commitments primarily consist of:
•operating activities and overall working capital;
•capital expenditures;
•development and acquisition activities;
•debt service obligations; and
•stockholder distributions.
As of March 31, 2026, we expect that our funding sources as noted above will be adequate to meet our short-term liquidity requirements and capital commitments for the next twelve months. For more information regarding our debt facilities, refer to Note 8, Debt in the condensed consolidated financial statements included in this Quarterly Report. We expect to utilize the same sources of capital we will rely on to meet our short-term liquidity requirements to also meet our long-term liquidity requirements, which include funding our operating activities, our debt service obligations and stockholder distributions, and our future development and acquisition activities.
Dividends and Distributions
We are required to distribute at least 90% of our taxable income (excluding capital gains) on an annual basis in order to continue to qualify as a REIT for federal income tax purposes. Accordingly, we intend to make, but are not contractually bound to make, regular quarterly distributions to stockholders from cash flows from our operating activities. All such distributions are at the discretion of our board of directors. We consider market factors and our performance in addition to REIT requirements in determining distribution levels. Amounts accumulated for distribution to stockholders are primarily invested in interest-bearing accounts, which are consistent with our intention to maintain REIT status.
As a result of this distribution requirement, we cannot rely on retained earnings to fund our ongoing operations to the same extent that other companies which are not REITs can. We may need to continue to raise capital in the debt and equity markets to fund our working capital needs, as well as potential developments in new or existing properties or acquisitions. In addition, we may be required to use borrowings under our Revolving Credit Facility, if necessary, to meet REIT distribution requirements and maintain our REIT status.
The board of directors of the Company has declared a regular quarterly cash dividend of $0.5325 per share of common stock for the first quarter of 2026, which was an increase from $0.5275 per share of common stock in the prior year quarters. Each dividend is payable to shareholders of record as of the last day of the respective quarter and is paid in the subsequent month.
Outstanding Indebtedness
The following table summarizes our outstanding indebtedness as of March 31, 2026 (in millions):
| As of March 31, | |||||
| 2026 | |||||
Fixed rate | $ | 3,289 | |||
Variable rate—unhedged | 1,750 | ||||
Variable rate—hedged | 1,250 | ||||
Total debt | $ | 6,289 | |||
Percent of total debt: | |||||
Fixed rate | 52.3 | % | |||
Variable rate—unhedged | 27.8 | % | |||
Variable rate—hedged | 19.9 | % | |||
The variable rate debt shown above bears interest at interest rates based on various one-month rates, of which SOFR is the most significant, depending on the respective agreement governing the debt, including our Revolving Credit Facility and Term Loan A. As of March 31, 2026, our debt had a weighted average term to maturity of approximately 3.2 years, assuming exercise of extension options.
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For further information regarding outstanding indebtedness, please see Note 8, Debt in the condensed consolidated financial statements included in this Quarterly Report.
Security Interests in Customers’ Products
By operation of law and in accordance with our warehouse customer contracts (other than leases), we typically receive warehouseman’s liens on products held in our warehouses to secure customer payments. Such liens typically permit us to take control of the products and sell them to third parties in order to recover any monies receivable on a delinquent account, but such products may be perishable or otherwise not available to us for re-sale.
Our credit loss expense related to customer receivables was immaterial for both the three months ended March 31, 2026 and 2025. As of both March 31, 2026 and December 31, 2025, we maintained allowances for uncollectible balances of $10 million, which we believed to be adequate.
Maintenance Capital Expenditures and Repair and Maintenance Expenses
Lineage prides itself on maintaining its facilities, fleet, and railcars at a high standard. We regularly update long-range maintenance plans by asset so that our assets maintain the high quality and operational efficiency that our customers expect from us.
Recurring Maintenance Capital Expenditures
Recurring maintenance capital expenditures are capitalized funds used to maintain assets that will result in an extended useful life. This includes the cost to purchase and install, repair, or construct assets when it results in a useful life longer than one year and the installed cost per asset is over a de minimis threshold. Maintenance capital expenditures are related to both our global warehousing segment and global integrated solutions segment, including information technology, and are all, in management’s judgment, recurring in nature. These expenditures include maintenance performed multiple times over the lifetime of the facility or asset, such as replacing or repairing roofs, refrigeration systems, racking, material handling equipment, and fleet. These expenditures also include information technology maintenance to existing servers, equipment, and software.
The following table sets forth our recurring maintenance capital expenditures for the three months ended March 31, 2026 and 2025.
| Three Months Ended March 31, | |||||||||||||||||||||||
| (in millions) | 2026 | 2025 | |||||||||||||||||||||
Global warehousing | $ | 26 | $ | 29 | |||||||||||||||||||
Global integrated solutions | 2 | 1 | |||||||||||||||||||||
Information technology and other | 3 | 2 | |||||||||||||||||||||
Recurring maintenance capital expenditures | $ | 31 | $ | 32 | |||||||||||||||||||
Repair and Maintenance Expenses
Repair and maintenance expenses are incurred when assets need repair or replacement and do not qualify as capital expenditures. If the work does not materially extend the useful life of the asset or the asset value is less than a de minimis threshold, it would be recorded as an operating expense under repair and maintenance expenses, included primarily in Cost of operations on the condensed consolidated statements of operations and comprehensive income (loss). Examples include ordinary repairs on roofs, racking, refrigeration, and material handling equipment. Project-related expenses are excluded.
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The following table sets forth our repair and maintenance expenses for the three months ended March 31, 2026 and 2025.
| Three Months Ended March 31, | |||||||||||||||||||||||
| (in millions) | 2026 | 2025 | |||||||||||||||||||||
Global warehousing | $ | 40 | $ | 34 | |||||||||||||||||||
Global integrated solutions | 12 | 13 | |||||||||||||||||||||
Repair and maintenance expenses | $ | 52 | $ | 47 | |||||||||||||||||||
Integration Capital Expenditures
Integration capital expenditures are capitalized funds related to integrating acquired assets and businesses. Integration capital expenditures are one-time expenditures. These are typically acquisition-related costs, including maintenance on acquired assets that are beyond their useful life at the time of acquisition, rebranding expenditures, and information technology expenditures to standardize system usage across our business, and also include certain non-acquisition related costs, including safety and compliance projects to comply with any applicable policies, laws, or codes, such as installation of site security or a new fire suppression system, as well as freon-to-ammonia conversions.
The following table sets forth our integration capital expenditures for the three months ended March 31, 2026 and 2025.
| Three Months Ended March 31, | |||||||||||||||||||||||
| (in millions) | 2026 | 2025 | |||||||||||||||||||||
Global warehousing | $ | 11 | $ | 8 | |||||||||||||||||||
Information technology and other | 2 | 4 | |||||||||||||||||||||
Integration capital expenditures | $ | 13 | $ | 12 | |||||||||||||||||||
External Growth Capital Investments
External growth capital investments include acquisitions, greenfield projects and expansion initiatives, information technology platform enhancements, and other capital projects which result in an economic return. We divide growth projects into the following categories:
•Acquisitions: The purchase of an external company or facility. Also includes the purchase of the real estate of facilities we currently lease.
•Greenfields and Expansions: Projects either to build a new facility, including the purchase of land, or to increase the size of an existing warehouse (as measured by cubic feet). The costs associated with construction and materials are included.
•Energy and Economic Return: Energy return projects are intended to increase energy efficiency by decreasing the amount of kWh or fossil fuels consumed or reducing the cost to procure energy. Common examples include installing new LED technology, installing solar panels at a warehouse, and electrification of transportation fleet. Economic return projects require an investment of capital for a future cash flow and/or segment NOI benefit that is not an acquisition, greenfield, expansion, or energy project. Examples include addition of blast cells, racking replacements, replacing freezer doors, purchasing compressors, buying out leased equipment, and purchasing new rail cars.
•Information Technology Transformation and Growth: Capital investments focused on (a) warehouse operations efficiency – deploying technology that leverages advanced algorithms and artificial intelligence to increase labor productivity and higher utilization; (b) customer experience and service – building and implementing technology solutions to improve response times, automate common tasks, and offer seamless multi-channel support elevating both customer and employee experience; and (c) sales management, pricing and billing – creating and integrating IT systems to streamline sales processes, optimize pricing, and enhance billing accuracy and efficiency.
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The following table sets forth our external growth capital investments for the three months ended March 31, 2026 and 2025.
| Three Months Ended March 31, | |||||||||||||||||||||||
| (in millions) | 2026 | 2025 | |||||||||||||||||||||
Greenfield and expansion expenditures | $ | 100 | $ | 37 | |||||||||||||||||||
Energy and economic return initiatives | 13 | 16 | |||||||||||||||||||||
Information technology transformation and growth initiatives | 17 | 14 | |||||||||||||||||||||
External growth capital investments | $ | 130 | $ | 67 | |||||||||||||||||||
Our greenfield and expansion expenditures related primarily to projects that remained under construction as of the respective period end, with a notable expansion at the Hobart, IN cold storage facility during the three months ended March 31, 2025. During the three months ended March 31, 2026, we continued construction of a new greenfield in Dallas, TX under our arrangement with Tyson Foods and an expansion at one of our fully automated cold storage warehouses in the Netherlands.
Energy and economic return initiatives included corporate initiatives and smaller customer-driven growth projects. Information technology transformation and growth initiatives included spending on our patented LinOS technology.
Historical Cash Flows
The following summary discussion of our cash flows is based on the condensed consolidated statements of cash flows included in this Quarterly Report.
| Three Months Ended March 31, | |||||||||||
| (in millions) | 2026 | 2025 | |||||||||
| Net cash provided by operating activities | $ | 130 | $ | 139 | |||||||
| Net cash used in investing activities | $ | (164) | $ | (138) | |||||||
| Net cash provided by financing activities | $ | 36 | $ | 21 | |||||||
Operating Activities
For the three months ended March 31, 2026, our net cash provided by operating activities was $130 million, compared to $139 million for the three months ended March 31, 2025. The decrease was primarily due to an increase in net loss, most notably from higher interest expense, lower gains from insurance recoveries, increased depreciation expense, and lower gain on foreign currency transactions, along with unfavorable changes in accounts receivable and inventory, offset by the favorable changes in prepaid expenses, other assets, and other long-term liabilities, accounts payable, accrued liabilities, and deferred revenue. The notable non-cash items for the three months ended March 31, 2026 and 2025 were $30 million and $40 million of stock-based compensation expense, respectively.
Investing Activities
For the three months ended March 31, 2026, cash used in investing activities was $164 million. The most significant uses were $185 million in purchases of property, plant, and equipment, primarily for the construction of a new greenfield in Dallas, TX. This was partially offset by $17 million of proceeds from sale of assets and $6 million of insurance proceeds for recoveries on impaired long-lived assets, which were primarily related to a fire which occurred at the Company’s warehouse in Kennewick, Washington in 2024 (see Note 15, Commitments and contingencies in our condensed consolidated financial statements included in this Quarterly Report for details).
For the three months ended March 31, 2025, cash used in investing activities was $138 million. The most significant uses were $151 million in purchases of property, plant, and equipment, primarily for growth capital expenditures. In addition, we invested $7 million in Emergent Cold LatAm Holdings, LLC, offset by $17 million in insurance recovery proceeds for the warehouse fire in Kennewick.
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Financing Activities
Our net cash provided by financing activities was $36 million for the three months ended March 31, 2026, which primarily consisted of outflows of $133 million for regular quarterly dividends and other distributions declared in the prior quarter, and $180 million of repayments of long-term debt and finance leases ($160 million of which was related to the payoff of the Metlife Real Estate Notes on January 2, 2026). To finance the dividends, the secured debt payoff, as well as some of the investing activities, we borrowed $354 million on revolving credit lines, net of repayments.
Our net cash provided by financing activities was $21 million for the three months ended March 31, 2025. The financing activities primarily consisted of $184 million of net borrowings on revolving credit lines, which allowed us to repay $25 million of long-term debt and finance leases and $134 million of dividends and other distributions.
Supplemental Guarantor Financial Information
In 2025, the Operating Partnership and Lineage Europe Finco B.V. issued senior notes (“New Senior Unsecured Notes”) which were fully and unconditionally guaranteed by Lineage, Inc., the Operating Partnership, Lineage Europe Finco B.V., Lineage Logistics Holdings, LLC, and certain other subsidiaries of the Company that guarantee or are otherwise obligated in respect of the Credit Agreement (other than the respective issuer and any excluded subsidiaries, collectively, the “Guarantors,” as detailed in Exhibit 22.1 to this Form 10-Q). The Company’s other subsidiaries do not guarantee the New Senior Unsecured Notes (collectively, “Non-Guarantor Subsidiaries”). Refer to Note 8, Debt in our condensed consolidated financial statements included in this Quarterly Report for additional information regarding the New Senior Unsecured Notes.
The following tables present summarized financial information for the Guarantors, including Lineage Europe Finco B.V., and the OP on a combined basis, after the elimination of (a) intercompany transactions and balances between all the Guarantors entities, Lineage Europe Finco B.V., and the OP and (b) equity in earnings from and investments in the Non-Guarantor Subsidiaries.
| March 31, | December 31, | |||||||||||||
Summarized Balance Sheet Data (in millions) | 2026 | 2025 | ||||||||||||
| Total current assets | $ | 350 | $ | 347 | ||||||||||
| Amounts due from non-guarantor subsidiaries | $ | 14,220 | $ | 13,693 | ||||||||||
| Total non-current assets | $ | 5,186 | $ | 5,157 | ||||||||||
| Total current liabilities | $ | 526 | $ | 562 | ||||||||||
| Amounts due to non-guarantor subsidiaries | $ | 13,202 | $ | 12,460 | ||||||||||
| Total non-current liabilities | $ | 6,010 | $ | 5,708 | ||||||||||
| Noncontrolling interests | $ | 955 | $ | 978 | ||||||||||
| Three Months Ended | Year Ended | |||||||||||||
| March 31, | December 31, | |||||||||||||
Summarized Statement of Operations Data (in millions) | 2026 | 2025 | ||||||||||||
| Net revenues from external customers | $ | 509 | $ | 2,006 | ||||||||||
| Cost of operations | $ | 381 | $ | (1,496) | ||||||||||
| Net revenue and cost of operations charges with non-guarantor subsidiaries | $ | 37 | $ | 151 | ||||||||||
| Income (loss) from operations | $ | (38) | $ | (94) | ||||||||||
| Net income (loss) | $ | (118) | $ | (326) | ||||||||||
| Net income (loss) attributable to the combined guarantor entities | $ | (113) | $ | (315) | ||||||||||
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The New Senior Unsecured Notes and each guarantee of the New Senior Unsecured Notes is effectively subordinated in right of payment to: all existing and future secured indebtedness and secured guarantees of the OP or such Guarantor (to the extent of the value of the collateral securing such indebtedness and guarantees); all existing and future indebtedness and other liabilities, whether secured or unsecured, of the Non-Guarantor Subsidiaries and of any entity the OP or such Guarantor accounts for using the equity method of accounting; and all existing and future preferred equity not owned by the OP or such Guarantor in Non-Guarantor Subsidiaries and in any entity the OP or such Guarantor accounts for using the equity method of accounting.
As of March 31, 2026, entities that are direct borrowers, guarantors, or otherwise obligated in respect the Credit Agreement had an aggregate of $20,532 million of assets and were direct borrowers, guarantors or otherwise obligated in respect of an aggregate of $5,973 million of indebtedness, in each case, excluding intercompany investments and obligations. As of March 31, 2026, the OP, Lineage Europe Finco B.V., and the Guarantors had an aggregate of $19,756 million of assets and were direct borrowers in respect of $5,822 million of indebtedness, in each case, excluding intercompany investments and obligations.
Critical Accounting Policies and Estimates
The condensed consolidated financial statements have been prepared in accordance with U.S. GAAP, which requires management to make estimates, assumptions, and judgments in certain circumstances that affect the reported amounts of assets, liabilities, and contingencies as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We base our estimates on historical experience and on various other assumptions that we believe to be most appropriate and reasonable. Actual results may differ from these estimates under different assumptions or conditions.
There have been no material changes to our critical accounting policies and estimates as described in our 2025 Annual Report on Form 10-K.
New Accounting Pronouncements
Refer to Note 1 to our condensed consolidated financial statements included elsewhere in this Quarterly Report for more information regarding applicable new accounting pronouncements.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
Our future income and cash flows relevant to financial instruments are dependent upon prevalent market interest rates. Market risk refers to the risk of loss from adverse changes in market prices and interest rates.
As of March 31, 2026, we had $2,919 million of variable-rate debt under our Revolving Credit Facility and term loan agreements, primarily bearing interest at SOFR of 3.7%, plus a margin of 77.5 basis points and 92.5 basis points for the Revolving Credit Facility and Term Loan A agreements, respectively (refer to Note 8, Debt to our condensed consolidated financial statements for details of the entire balance by currency and rate). We have entered into interest rate hedges to effectively lock in the floating rates on $1,250 million of our variable-rate debt at a weighted average rate of 3.16% plus applicable margin. 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 and swapping $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. All of these hedges expire in February 2028. As a result, our exposure to changes in interest rates as of March 31, 2026 primarily consists of our $1,750 million of unhedged variable rate debt. As of March 31, 2026, 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 $18 million on an annualized basis. A 100 basis point decrease in market interest rates would result in a decrease in interest of approximately $18 million on an annualized basis.
Foreign Currency Risk
We are exposed to foreign currency exchange variability related to investments in and earnings from our foreign subsidiaries, as the revenues and expenses of these subsidiaries are typically generated in the currencies of the countries in which they operate. Foreign currency market risk is the possibility that our results of operations or financial position could be better or worse than planned because of changes in foreign currency exchange rates. When the local currencies in these countries decline relative to our reporting currency, the U.S. dollar, our consolidated revenues, segment NOI margins, and net investment in properties and operations outside the United States decrease. The impact of currency fluctuations on our earnings is partially mitigated by the fact that most operating and other expenses are also incurred and paid in the local currency. The impact of devaluation or depreciating currency on an entity depends on the residual effect on the local economy and the ability of an entity to raise prices and/or reduce expenses. Due to our constantly changing currency exposure and the potential substantial volatility of currency exchange rates, we cannot predict the effect of exchange rate fluctuations on our business. As a result, changes in the relation of the currency of our international operations to U.S. dollars may also affect the book value of our assets and the amount of total equity. Such foreign currency exposure as of March 31, 2026 was not materially different from what we disclosed in our 2025 Annual Report on Form 10-K.
Gains or losses from translating the financial statements of our foreign subsidiaries are reflected in the Accumulated other comprehensive income (loss) component of equity within our condensed consolidated financial statements included in this Quarterly Report.
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 condensed consolidated balance sheets at fair value.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), we evaluated the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this report. Such disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosures.
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Based on this evaluation, our CEO and CFO have concluded that our disclosure controls and procedures were not effective as of March 31, 2026 because of the material weakness in our internal control over financial reporting identified in connection with the audit of our consolidated financial statements for the year ended December 31, 2025, as described below, which continues to exist as of March 31, 2026.
Notwithstanding the material weakness described below, management believes the condensed consolidated financial statements for the periods covered by and included in this Quarterly Report on Form 10-Q fairly present, in all material respects, the Company’s financial condition, results of operations, and cash flows for the periods presented in accordance with generally accepted accounting principles in the United States.
As previously reported in our Annual Report on Form 10-K for the year ended December 31, 2025, we identified the following material weakness in internal control over financial reporting related to information technology general controls (“ITGCs”) as of December 31, 2025:
We did not design and maintain effective ITGCs for information systems that are relevant to the preparation of our consolidated financial statements. Specifically, we did not design and maintain: (i) program change management controls to ensure that program and data changes are identified, tested, authorized, and implemented appropriately; and (ii) user access controls to ensure appropriate segregation of duties and to adequately restrict user and privileged access to appropriate personnel. These IT deficiencies did not result in a material misstatement to the consolidated financial statements, however, the deficiencies, when aggregated, could impact maintaining effective segregation of duties, as well as the effectiveness of IT-dependent controls (such as automated controls that address the risk of material misstatement to one or more assertions, along with the IT controls and underlying data that support the effectiveness of system-generated data and reports) that could result in misstatements potentially impacting all financial statement accounts and disclosures that would not be prevented or detected. Accordingly, management has determined these deficiencies constitute a material weakness.
Remediation of Material Weakness
Management remains committed to maintaining a strong internal control environment and has initiated actions to remediate the identified material weakness. Remediation efforts include:
•the recent hiring of IT Compliance and Oversight personnel with responsibility to lead the remediation for the design and operating effectiveness of ITGCs, including the monitoring of effectiveness of these controls;
•enhancing the design of control activities and enforcing supporting documentation retention protocols for all program change management and user access controls; and
•developing and maintaining an enhanced controls training awareness program for new and existing employees addressing ITGCs and related policies, with a focus on program change management and user access controls.
Management will continue to assess the effectiveness of these efforts and adjust remediation plans as necessary. The material weakness will not be considered remediated until all corrective measures have been fully implemented, the relevant controls have operated effectively for a sufficient period, and management has concluded—through testing—that the controls are operating as intended. While management believes the remediation plan will resolve the material weakness, the timing of full remediation cannot be guaranteed.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended March 31, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.
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Part II - Other Information
Item 1. 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 15, Commitments and contingencies in the condensed consolidated financial statements included in this Quarterly Report for details of legal proceedings in which the Company is involved. Other than the Securities Lawsuit (as defined in Note 15), 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 1A. Risk Factors
There have been no material changes from the risk factors previously disclosed in “Risk Factors” included in our 2025 Annual Report on Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
There were no share repurchases by us during the three months ended March 31, 2026.
Unregistered Sales of Equity Securities
The following table sets forth all unregistered sales of securities made by us during the three months ended March 31, 2026:
| Date | Securities Issued | Purchaser | Consideration | Exemption From Registration | ||||||||||
| January 13, 2026 | 108,170 shares of common stock | An investor in Lineage OP, LP | Certain partnership common units in Lineage OP, LP | Section 4(a)(2) | ||||||||||
| March 13, 2026 | 8,000 shares of common stock | An investor in Lineage OP, LP | Certain partnership common units in Lineage OP, LP | Section 4(a)(2) | ||||||||||
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None of our directors or executive officers adopted terminated
Amendment to Transition Services Agreement
On May 4, 2026, LLH and Bay Grove Management entered into a first amendment (the “TSA Amendment”) to the transition services agreement, dated as of July 24, 2024 (the “Transition Services Agreement”), in connection with the Company’s hiring of certain employees of Bay Grove Management. Commencing as of July 1, 2026, the effective date of the TSA Amendment, the annual fee payable by the Company to Bay Grove Management under the Transition Services Agreement is reduced from $8,000,000 to $6,800,000, and the Company’s mutual indemnification obligations with Bay Grove Management are extended to cover related employee compensation matters. The foregoing summary of the TSA Amendment is qualified in its entirety by reference to the TSA Amendment, which is filed as Exhibit 10.6 to this Form 10-Q, and is incorporated herein by reference.
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Item 6. Exhibits
| Exhibit No. | Description | |||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 10.1† | ||||||||
| 10.2† | ||||||||
| 10.3† | ||||||||
| 10.4† | ||||||||
| 10.5† | ||||||||
| 10.6 | ||||||||
| 22.1 | ||||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32.1** | ||||||||
| 32.2** | ||||||||
| 101 | The following financial information from the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2026 is formatted in iXBRL (“eXtensible Business Reporting Language”): (i) condensed consolidated balance sheets, (ii) condensed consolidated statements of operations and comprehensive income (loss), (iii) condensed consolidated statements of redeemable noncontrolling interests and equity, (iv) condensed consolidated statements of cash flows and (v) the notes to condensed consolidated financial statements. | |||||||
| 104 | Cover Page Interactive Data File (embedded within the iXBRL document). | |||||||
† Indicates management contract or compensatory plan. ** Furnished herewith. The certifications attached as Exhibits 32.1 and 32.2 to this Quarterly Report are deemed furnished and not filed with the SEC and are not to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date of this Quarterly Report, irrespective of any general incorporation language contained in such filing. | ||||||||
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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 thereunto duly authorized.
| Lineage, Inc. | ||||||||
| (Registrant) | ||||||||
| May 6, 2026 | /s/ Abigail Fleming | |||||||
| Date | (Signature) | |||||||
| Abigail Fleming | ||||||||
| Chief Accounting Officer | ||||||||
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US – 2026 Annual Bonus Form 1 PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT This Restricted Stock Unit Agreement (this “Agreement”), dated as of <GRANT_DT> (the “Grant Date”), is made by and between Lineage, Inc., a Maryland corporation (the “Company”), and <PARTC_NAME> (the “Participant”). WHEREAS, the Company maintains the Amended and Restated Lineage 2024 Incentive Award Plan (as amended from time to time, the “Plan”); WHEREAS, the Company wishes to carry out the Plan (the terms of which are hereby incorporated by reference and made a part of this Agreement); WHEREAS, Section 7.3 of the Plan provides for the issuance of Restricted Stock Units (“RSUs”); WHEREAS, Section 7.1 of the Plan provides for the issuance of Dividend Equivalent awards; and WHEREAS, the Administrator, in its sole discretion, has determined that it would be to the advantage and in the best interest of the Company to issue the RSUs and Dividend Equivalents provided for herein to the Participant in recognition of the Participant’s service with the Company, Lineage OP, LP (the “Partnership”) or any Subsidiary. NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows: 1. Issuance of Award of RSUs. Pursuant to the Plan, in consideration of the Participant’s agreement to provide services to the Company, the Partnership or any Subsidiary (as applicable), the Company hereby issues to the Participant an award of <RSUS_GRANTED> RSUs. Each RSU that vests (and ceases to be subject to the Restrictions) shall represent the right to receive payment, in accordance with this Agreement, of one share of the Company’s common stock, par value $0.01 per share (the “Common Stock”). Unless and until an RSU vests, the Participant will have no right to payment in respect of any such RSU. Prior to actual payment in respect of any vested RSU, such RSU will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. 2. Dividend Equivalents. Each RSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the payment or forfeiture of the RSU to which it corresponds. With respect to each dividend for which the record date occurs on or after the Grant Date and on or prior to the earlier to occur of the payment or forfeiture of the RSU underlying such Dividend Equivalent, each outstanding Dividend Equivalent shall entitle the Participant to receive payments equal to dividends paid, if any, on the Shares underlying the RSU to which such Dividend Equivalent relates, payable in the same form and amounts as dividends paid to each holder of a Share. Each such payment shall be made no later than sixty (60) days following the applicable dividend payment date, provided that no such payments shall be made with respect to Unvested RSUs prior to the date on which such RSU vests, and any Dividend Equivalent payments that would have been made prior to such date had such RSU been vested shall be paid in a single lump sum no later than forty-five (45) days following the date on which such RSU vests. Dividend Equivalents shall not entitle the Participant to any payments relating to dividends for which the record date occurs after the earlier to occur of the payment or forfeiture of the RSU underlying such Dividend Equivalent, and the Participant shall not be entitled to any Dividend Equivalent payment with respect to any RSU that does not vest. In addition, notwithstanding the foregoing, in the event of the Participant’s Termination of Service for any reason, the Participant shall not be entitled to any Dividend Equivalent payments with respect to dividends declared but not paid prior to the date of such termination on Shares underlying RSUs which are unvested as of the date of such termination (after taking into account any accelerated vesting that occurs in connection with such termination).
US – 2026 Annual Bonus Form 2 Dividend Equivalents and any amounts that may become distributable in respect thereof shall be treated separately from the RSUs and the rights arising in connection therewith for purposes of the designation of time and form of payments required by Section 409A of the Code. 3. Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms on Exhibit A attached hereto or in the Plan. (a) “Performance Metrics” shall have the meaning set forth on Exhibit A attached hereto. (b) “Performance Period” means the means the period set forth on Exhibit A attached hereto. (c) “Performance Vested RSUs” shall have the meaning set forth on Exhibit A attached hereto. (d) “Restrictions” means the exposure to forfeiture set forth in Sections 5 and 6. (e) “Service Provider” means an Employee, Consultant or member of the Board, as applicable. (f) “Unvested RSU” means any RSU that has not vested pursuant to Section 5 hereof and remains subject to the Restrictions. (g) “Vesting Percentage” shall have the meaning set forth on Exhibit A attached hereto. 4. RSUs and Dividend Equivalents Subject to the Plan; Ownership and Transfer Restrictions. (a) The RSUs and Dividend Equivalents are subject to the terms, definitions and provisions of the Plan, which is incorporated herein by reference, including, without limitation, the restrictions on transfer set forth in Section 8.3 of the Plan and the REIT restrictions set forth in Section 10.8 of the Plan. (b) Without limiting the foregoing, the RSUs and Common Stock issuable with respect thereto shall be subject to the restrictions on ownership and transfer set forth in the charter of the Company, as amended and supplemented from time to time. 5. Vesting. As soon as reasonably practicable (but in no event later than the Payment Date (as defined in Section 7 below)) following the completion of the Performance Period, the Administrator shall determine the extent to which each of the Performance Metrics was attained, the Vesting Percentage for each Performance Metric, and the number of RSUs granted hereby that have become Performance Vested RSUs, in each case in accordance with Exhibit A attached hereto, as of the completion of the Performance Period (the date on which such determinations are made, the “Determination Date”). Any such Performance Vested RSUs shall vest and cease to be subject to the Restrictions on the date on which such RSUs are paid to the Participant pursuant to Section 7 below, subject to the Participant’s continued status as a Service Provider through such vesting date. Any RSUs granted hereby which do not satisfy the requirements to become Performance Vested RSUs as of the completion of the applicable Performance Period will automatically be cancelled and forfeited without payment of any consideration therefor, and the Participant shall have no further right to or interest in such RSUs. 6. Effect of Termination of Service. In the event of the Participant’s Termination of Service for any reason, any and all Unvested RSUs as of the date of such Termination of Service will automatically and without further action be cancelled and forfeited without payment of any consideration therefor, and the Participant shall have no further right to or interest in such Unvested RSUs. No RSUs which have not vested as of the date of the Participant’s Termination of Service shall thereafter become vested RSUs.
US – 2026 Annual Bonus Form 3 7. Payment. Payments in respect of any RSUs that vest in full in accordance herewith shall be made to the Participant in whole Shares, and any fractional Share will be rounded as determined by the Company. The Company shall make such payments within the earlier of (a) ten (10) days after the Determination Date, or (b) March 15th of the calendar year following of the Performance Period (the “Payment Date”). 8. Determinations by Administrator. Notwithstanding anything contained herein, all determinations, interpretations and assumptions relating to the vesting of the RSUs (including, without limitation, determinations, interpretations and assumptions with respect to the Performance Metrics and the attainment (or non-attainment) thereof) shall be made by the Administrator and shall be applied consistently and uniformly to all similar Awards granted under the Plan. In making such determinations, the Administrator may employ attorneys, consultants, accountants, appraisers, brokers, or other persons, and the Administrator, the Board, the Company, the Partnership and their officers and directors shall be entitled to rely upon the advice, opinions or valuations of any such persons. All actions taken and all interpretations and determinations made by the Administrator in good faith and absent manifest error shall be final and binding upon the Participant, the Company and all other interested persons. 9. Restrictions on New RSUs or Shares. In the event that the RSUs or the Shares underlying the RSUs are changed into or exchanged for a different number or kind of securities of the Company or of another corporation or other entity by reason of merger, consolidation, recapitalization, reclassification, stock split, stock dividend or combination of shares, such new or additional or different securities which are issued upon conversion of or in exchange or substitution for RSUs or the Shares underlying the RSUs which are then subject to vesting shall be subject to the same vesting conditions as such RSUs or Shares, as applicable, unless the Administrator provides for the vesting of the RSUs or the Shares underlying the RSUs, as applicable. 10. Conditions to Issuance of Shares. Shares issued as payment for the RSUs will be issued out of the Company’s authorized but unissued Shares. Upon issuance, such Shares shall be fully paid and nonassessable. The Shares issued pursuant to this Agreement shall be held in book-entry form and no certificates shall be issued therefor. In addition to the other requirements set forth herein, the Shares issued as payment for the RSUs shall be issued only upon the fulfillment of all of the following conditions: (a) The admission of such Shares to listing on all stock exchanges on which such class of stock is then listed; (b) The completion of any registration or other qualification of such shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable; (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable; (d) The lapse of such reasonable period of time as the Administrator may from time to time establish for reasons of administrative convenience; and (e) The receipt by the Company of full payment for any applicable withholding or other employment tax or required payments with respect to any such Shares to the Company with respect to the issuance or vesting of such Shares. In the event that the Company delays a distribution or payment in settlement of RSUs because it reasonably determines that the issuance of Shares in settlement of RSUs will violate federal securities laws or other applicable law, such distribution or payment shall be made at the earliest date at which the Company reasonably determines that the making of such distribution or payment will not cause such violation, as required by Treasury
US – 2026 Annual Bonus Form 4 Regulation Section 1.409A-2(b)(7)(ii). The Company shall not delay any payment if such delay will result in a violation of Section 409A of the Code. 11. Rights as Stockholder. Neither the Participant nor any person claiming under or through the Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until such Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to the Participant or any person claiming under or through the Participant. 12. Tax Withholding. The Company, the Partnership or any Subsidiary shall have the authority and the right to deduct or withhold, or require the Participant to remit to such entity, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Participant’s FICA obligation) required by law to be withheld with respect to the issuance, vesting or payment of the RSUs and the Dividend Equivalents. In satisfaction of the foregoing requirement or in satisfaction of any additional tax withholding, the Company, the Partnership or any Subsidiary may, or the Administrator may in its discretion allow the Participant to elect to have the Company, the Partnership or any Subsidiary (as applicable), withhold Shares otherwise issuable under such award (or allow the return of Shares) having a fair market value equal to the sums required to be withheld. Notwithstanding any other provision of the Plan or this Agreement, the number of Shares which may be withheld with respect to the issuance, vesting or payment of the RSUs and the Dividend Equivalents in order to satisfy the Participant’s income and payroll tax liabilities with respect thereto shall be limited to the number of shares which have a fair market value on the date of withholding no greater than the aggregate amount of such liabilities based on the maximum individual statutory withholding rates in the applicable jurisdiction. 13. Remedies. The Participant shall be liable to the Company for all costs and damages, including incidental and consequential damages, resulting from a disposition of the RSUs which is in violation of the provisions of this Agreement. Without limiting the generality of the foregoing, the Participant agrees that the Company shall be entitled to obtain specific performance of the obligations of the Participant under this Agreement and immediate injunctive relief in the event any action or proceeding is brought in equity to enforce the same. The Participant will not urge as a defense that there is an adequate remedy at law. 14. Restrictions on Public Sale by the Participant. To the extent not inconsistent with applicable law, the Participant agrees not to effect any sale or distribution of the RSUs or the Shares underlying the RSUs or any similar security of the Company, or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 under the Securities Act, during the fourteen (14) days prior to, and during the up to 180-day period beginning on, the date of the pricing of any public or private debt or equity securities offering by the Company (except as part of such offering), if and to the extent requested in writing by the Company in the case of a non-underwritten public or private offering or if and to the extent requested in writing by the managing underwriter or underwriters (or initial purchaser or initial purchasers, as the case may be) and consented to by the Company, which consent may be given or withheld in the Company’s sole and absolute discretion, in the case of an underwritten public or private offering (such agreement to be in the form of a lock-up agreement provided by the Company, managing underwriter or underwriters, or initial purchaser or initial purchasers, as the case may be). 15. Conformity to Securities Laws. The Participant acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of all applicable federal and state laws, rules and regulations (including, but not limited to the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, including without limitation the applicable exemptive conditions of Rule 16b-3 of the Exchange Act) and to such approvals by any listing, regulatory or other governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the RSUs are granted, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted
US – 2026 Annual Bonus Form 5 by applicable law, the Plan, this Agreement and the RSUs shall be deemed amended to the extent necessary to conform to such laws, rules and regulations. In addition to the terms and conditions provided herein, the Administrator may require that the Participant make such covenants, agreements, and representations with respect to the RSUs or Shares underlying the RSUs and Dividend Equivalents as the Administrator, in its sole discretion, deems advisable in order to comply with applicable laws, regulations, and/or requirements. 16. Code Section 409A. To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the effective date of this Agreement. Notwithstanding any provision of this Agreement to the contrary, in the event that following the effective date of this Agreement, the Company determines that the RSUs may be subject to Section 409A of the Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the effective date of this Agreement), the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to (a) exempt the RSUs from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the RSUs, or (b) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance; provided, however, that this Section 16 shall not create any obligation on the part of the Company, the Partnership or any Subsidiary to adopt any such amendment, policy or procedure or take any such other action. For purposes of Section 409A of the Code, any right to a series of payments pursuant to this Agreement shall be treated as a right to a series of separate payments. 17. No Right to Continued Service. Nothing in this Agreement shall confer upon the Participant any right to continue as a Service Provider of the Company, the Partnership or any Subsidiary, or shall interfere with or restrict in any way the rights of the Company, the Partnership or any Subsidiary, which rights are hereby expressly reserved, to discharge the Participant at any time for any reason whatsoever, with or without cause. 18. Miscellaneous. (a) Incorporation of the Plan. This Agreement is made under and subject to and governed by all of the terms and conditions of the Plan. In the event of any discrepancy or inconsistency between this Agreement and the Plan, the terms and conditions of the Plan shall control. By signing this Agreement, the Participant confirms that he or she has received access to a copy of the Plan and has had an opportunity to review the contents thereof. (b) Clawback. This award, the RSUs and the Shares issuable with respect to the RSUs shall be subject to any clawback or recoupment policy currently in effect or as may be adopted by the Company, as may be amended from time to time, including, without limitation, the Company’s Policy for Recovery of Erroneously Awarded Compensation. (c) Successors and Assigns. Subject to the limitations set forth in this Agreement, this Agreement shall be binding upon, and inure to the benefit of, the executors, administrators, heirs, legal representatives, successors and assigns of the parties hereto, including, without limitation, any business entity that succeeds to the business of the Company. (d) Entire Agreement; Amendments and Waivers. This Agreement, together with the Plan, constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties. In the event that the provisions of such other agreement conflict or are inconsistent with the provisions of this Agreement, the provisions of this Agreement shall control. Except as set forth in Section 16 above, this Agreement may not be amended except in an instrument in writing signed on behalf of each of the parties hereto and approved by the Administrator. No amendment, supplement, modification or waiver of this Agreement shall be binding unless
US – 2026 Annual Bonus Form 6 executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. (e) Severability. If for any reason one or more of the provisions contained in this Agreement or in any other instrument referred to herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, then to the maximum extent permitted by law, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any other such instrument. (f) Titles. The titles, captions or headings of the Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. (g) Counterparts. This Agreement may be executed in any number of counterparts, any of which may be executed and transmitted by facsimile (including, without limitation, transfer by .pdf), and each of which shall be deemed to be an original, but all of which together shall be deemed to be one and the same instrument. (h) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland applicable to contracts entered into and wholly to be performed within the State of Maryland by Maryland residents, without regard to any otherwise governing principles of conflicts of law that would choose the law of any state other than the State of Maryland. (i) Notices. Any notice to be given by the Participant under the terms of this Agreement shall be addressed to the Legal Department of the Company at the Company’s address set forth in Exhibit A attached hereto. Any notice to be given to the Participant shall be addressed to him or her at the Participant’s then current address on the books and records of the Company. By a notice given pursuant to this Section 18(i), either party may hereafter designate a different address for notices to be given to him or her. Any notice which is required to be given to the Participant shall, if the Participant is then deceased, be given to the Participant’s personal representative if such representative has previously informed the Company of his or her status and address by written notice under this Section 18(i) (and the Company shall be entitled to rely on any such notice provided to it that it in good faith believes to be true and correct, with no duty of inquiry). Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States mail by certified mail, with postage and fees prepaid, addressed as set forth above or upon confirmation of delivery by a nationally recognized overnight delivery service. [Signature Page Follows]
[Signature Page to Performance-Based Restricted Stock Unit Agreement] IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. LINEAGE, INC., a Maryland corporation By: __________________________________ Name: Title: The Participant hereby accepts and agrees to be bound by all of the terms and conditions of this Agreement. ____________________________ <PARTC_NAME>
A-1 Exhibit A Definitions, Vesting Schedule and Notice Address Performance Metrics Table:1 A number of RSUs granted hereunder shall vest and become Performance Vested RSUs based on the extent to which the Performance Metrics set forth in the table below are attained during the Performance Period. In no event may more than [ ] RSUs vest hereunder. CEO and Corporate ELT Plan Performance Metric Performance Goal Weighting Performance Level (Percentages Relative to Target) Vesting Percentage (1) Corporate EBITDA [_____] (Target) 100% Below Threshold Level < 85% 0% Threshold Level 85% 20% Target Level 100% 100% Maximum Level 115% + 200% Plan B Corporate Functions Performance Metric Performance Goal Weighting Performance Level (Percentages Relative to Target) Vesting Percentage (1) Corporate EBITDA [_____] (Target) 100% Below Threshold Level < 85% 0% Threshold Level 85% 20% Target Level 100% 100% Maximum Level 115% + 175% (1) In the event that performance falls between the Threshold Level and the Target Level or between the Target Level and Maximum Level, as set forth in the table above for any given Performance Metric, the applicable Vesting Percentage for such Performance Metric shall be determined using straight line linear interpolation between the applicable Vesting Percentages specified in the table above. Definitions: Capitalized terms not defined herein shall have the meanings set forth in the Performance-Based Restricted Stock Unit Agreement to which this Exhibit A is attached. “Corporate EBITDA” means, with respect to the Performance Period, “adjusted EBITDA” of the Company and its Subsidiaries as defined or described in the Company’s applicable Securities and Exchange Commission filings or the Company’s applicable earnings releases, with such additional adjustments to exclude Performance Period acquisitions, dispositions, closed operations, force majeure events and/or other one-time items (both favorable and unfavorable), if any, as determined in the sole discretion of the Administrator. “Performance Metric” means a performance metric set forth in the table above in the column labeled “Performance Metric.” 1 Note to Draft: to be included as applicable.
A-2 “Performance Period” means the period commencing on January 1, 2026 and ending on December 31, 2026. “Performance Vested RSUs” means, with respect to each Performance Metric set forth in the table above, (A) the total number of RSUs granted hereby, multiplied by (B) the Weighting, multiplied by (C) the Vesting Percentage determined in accordance with the table above. “Vesting Percentage” means, with respect to any Performance Metric, the percentage determined in accordance with the table above in the column labeled “Vesting Percentage.” “Weighting” means the percentage of RSUs set forth in the table above in the column labeled “Weighting.” Company Address: 46500 Humboldt Drive Novi, MI 48377
PERFORMANCE-BASED LTIP UNIT AGREEMENT This LTIP Unit Agreement (this “Agreement”), dated as of <GRANT_DT> (the “Grant Date”), is made by and between Lineage, Inc., a Maryland corporation (the “Company”), Lineage OP, LP, a Maryland limited partnership (the “Partnership”), and <PARTC_NAME> (the “Participant”). WHEREAS, the Company maintains the Amended and Restated Lineage 2024 Incentive Award Plan (as amended from time to time, the “Plan”); WHEREAS, the Company and the Partnership wish to carry out the Plan (the terms of which are hereby incorporated by reference and made a part of this Agreement); WHEREAS, Section 7.6 of the Plan provides for the issuance of LTIP Units to Eligible Individuals for the performance of services to or for the benefit of the Partnership in the Eligible Individual’s capacity as a partner of the Partnership; and WHEREAS, the Administrator, in its sole discretion, has determined that it would be to the advantage and in the best interest of the Company to issue the Award (as defined below) provided for herein to the Participant in recognition of the Participant’s service with the Company, the Partnership or any Subsidiary. NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows: 1. Issuance of Award. Pursuant to the Plan, in consideration of the Participant’s agreement to provide services to or for the benefit of the Partnership, the Partnership hereby (a) issues to the Participant an award of <LTIPS_GRANTED> LTIP Units (the “Award”) and (b) if not already a Partner, admits the Participant as a Partner of the Partnership on the terms and conditions set forth herein, in the Plan and in the Partnership Agreement. The Partnership and the Participant acknowledge and agree that the LTIP Units are hereby issued to the Participant for the performance of services to or for the benefit of the Partnership in his or her capacity as a Partner or in anticipation of the Participant becoming a Partner. Upon receipt of the Award, the Participant shall, automatically and without further action on his or her part, be deemed to be a party to, signatory of, and bound by the Partnership Agreement. At the request of the Partnership, the Participant shall execute the Partnership Agreement or a joinder or counterpart signature page thereto. The Participant acknowledges that the Partnership may from time to time issue or cancel (or otherwise modify) LTIP Units in accordance with the terms of the Partnership Agreement. The Award shall have the rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption and conversion set forth herein, in the Plan and in the Partnership Agreement. 2. Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan and/or Partnership Agreement, as applicable. (a) “AFFO per Share Base Units” means the number of Base Units for each Performance Period designated as AFFO per Share Base Units on Exhibit A attached hereto. (b) “AFFO per Share Performance Vesting Percentage” means the percentage determined as set forth on Exhibit A attached hereto, which is a function of the Company AFFO per Share during the Performance Period. (c) “AFFO per Share Vesting Eligible Base Units” means the product of (i) the total number of AFFO per Share Base Units for each Performance Period (or, in the event of a Qualifying Termination prior to
2 the completion of the TSR Performance Period, Pro Rata AFFO per Share Base Units for each Performance Period), and (ii) the applicable AFFO per Share Performance Vesting Percentage. (d) “Base Units” means the number of LTIP Units designated as Base Units on Exhibit A attached hereto. (e) “Cause” means (A) “Cause” as defined in the Participant’s employment agreement or offer letter with the Company, the Partnership or any Subsidiary if such agreement exists and contains a definition of Cause, or (B) “Cause” as defined in the Executive Severance Plan if the Participant is a participant in the Executive Severance Plan. If no such employment agreement or offer letter exists or does not contain a definition of Cause and if the Participant is not a participant in the Executive Severance Plan, then “Cause” means (i) the Participant’s commission of and/or entry of a plea of guilty or nolo contendere to a felony or crime of moral turpitude, (ii) the Participant’s willful engaging in misconduct in the performance of the Participant’s duties for the Company or its Affiliates or any successor employer, (iii) the Participant’s material breach of any written agreement between the Participant and any such entity, (iv) the Participant’s willful refusal to comply with a lawful and direct order of the Participant’s supervisor after warning that such refusal will result in a for Cause termination, (v) the Participant’s breach of any duty owed to the Company or its Affiliates or any successor employer and failure to cure such breach within ten days following a request to cure the same (by way of example and not limitation, such breaches include fraud, embezzlement, or breach of any restrictive covenant) or (vi) the Participant’s engaging in any other act (including making a public statement) or failure to engage in any act, which the Company determines in good faith to be materially detrimental or damaging to the reputation, operations, finances, prospects or business relations of the Company or its Affiliates or which acts are the subject of any similar determination by a successor employer. The findings and decision of the Company with respect to any Cause determination will be final and binding for all purposes. (f) “Company AFFO per Share” means, with respect to the applicable period, “adjusted funds from operations per share”, “adjusted FFO per share” or “AFFO per share” of the Company and its Subsidiaries as defined or described in the Company’s applicable Securities and Exchange Commission filings or the Company’s applicable earnings releases. (g) [“Company Nonrenewal” means the Company’s election not to renew or extend the term of the Participant’s employment agreement with the Company, provided that the Participant (i) has continued to perform the services contemplated thereby in good faith and in accordance therewith until the completion of such term, and (ii) is willing to continue in employment with the Company on substantially the same terms of employment as in effect immediately prior to such termination.] 1 (h) “Company Same Warehouse NOI” means the Same Warehouse NOI for each Performance Period. (i) “Company Share Value” as of any given date, means the average of the closing trading prices of a Share on the principal exchange on which such shares are then listed over the period of twenty (20) consecutive trading days ending on such date; provided, however, that if the Change in Control occurs during the TSR Performance Period, Company Share Value shall mean the price per Share paid by the acquiror in the Change in Control transaction or, to the extent that the consideration in the Change in Control transaction is paid in stock of the acquiror or its affiliates, then, unless otherwise determined by the Administrator, Company Share Value shall mean the value of the consideration paid per Share based on the average of the high and low trading prices of a share of such acquiror stock on the principal exchange on which such shares are then traded on the date on which a Change in Control occurs. 1 Note to Draft: to be included as applicable.
3 (j) “Company TSR Percentage” means the growth rate, expressed as a percentage (rounded to the nearest tenth of a percent (0.1%)), in the Company Share Value during the TSR Performance Period due to the appreciation in the Company Share Value plus dividends declared during the TSR Performance Period, assuming dividends are reinvested in Common Stock on the ex-dividend date (at a price equal to the closing price of the Common Stock on the applicable ex-dividend date). (k) “Disability” means a disability that qualifies or, had the Participant been a participant, would qualify the Participant to receive long-term disability payments under the Company’s group long-term disability insurance plan or program, as it may be amended from time to time. (l) “Distribution Amount” means an amount equal to the excess of (A) the value of all dividends paid by the Company with respect to the period commencing on the first day of the TSR Performance Period and ending on the last day of the TSR Performance Period in respect of that number of Shares equal to the number of LTIP Units that become Performance Vested Base Units (or, solely for purposes of Section 4(b) below, the number of CIC Base Units, and solely for purposes of Section 5(b) below, the number of Qualifying Termination Vested Base Units) as of the completion of the TSR Performance Period, over (B) the amount of any distributions made by the Partnership to the Participant pursuant to Section 5.1 and Section 16.4 of the Partnership Agreement with respect to the period commencing on the first day of the TSR Performance Period and ending on the last day of the TSR Performance Period in respect of the LTIP Units, plus (or minus) the amount of gain (or loss) on such excess dividend amounts had they been reinvested in Common Stock on the date that they were paid (at a price equal to the closing price of the Common Stock on the applicable dividend payment date). (m) “Distribution Equivalent Units” means a number of LTIP Units equal to the quotient obtained by dividing (x) the Distribution Amount, by (y) the Company Share Value as of last day of the TSR Performance Period. (n) “Executive Severance Plan” means the Lineage, Inc. Executive Severance Plan, as may be amended from time to time. (o) [“Family Disability” means “Family Disability” as defined in the Participant’s employment agreement with the Company.] 2 (p) “Good Reason” means (i) “Good Reason” as defined in the Participant’s employment agreement or offer letter with the Company or a Subsidiary if the Participant is a party to such agreement or offer letter and such agreement or offer letter contains a definition of “Good Reason”, or (ii) “Good Reason” as defined in the Company’s Executive Severance Plan if the Participant is a participant in the Executive Severance Plan. For the avoidance of doubt, if no such employment agreement or offer letter exists or such employment agreement or offer letter does not contain a definition of Good Reason, and Participant is not a participant in the Executive Severance Plan, then, notwithstanding anything herein to the contrary, “Good Reason” shall not be applicable with respect to the LTIP Units granted hereunder (or with respect to any accelerated vesting that would otherwise occur in connection with a termination of employment for Good Reason). (q) “MSCI US REIT Index” means the MSCI US REIT Index, determined as follows: (i) the companies included in the MSCI US REIT Index shall be determined at the beginning of the TSR Performance Period, excluding those entities that are bankrupt, listed on the pink sheets or not listed at all; (ii) any company emerging from bankruptcy shall not be tracked for purposes of the TSR Performance Period; (iii) in the event that a company is acquired or taken private during the TSR Performance Period, such company shall be excluded for 2 Note to Draft: to be included as applicable.
4 the entire TSR Performance Period; (iv) the beginning share price of any company that effectuates a stock split or recapitalization during the TSR Performance Period shall be appropriately adjusted for the split or recapitalization; (v) in the event that two MSCI US REIT Index companies merge with each other, only the surviving entity shall be included; and (vi) in the event that a company merges with a company outside of the MSCI US REIT Index and does not remain in the MSCI US REIT Index following such merger, such company shall be excluded for the entire TSR Performance Period. (r) “MSCI US REIT Index Relative Performance” means the Company TSR Percentage compared to the MSCI US REIT Index TSR Percentages of the companies in the MSCI US REIT Index, expressed as the Company’s percentile rank compared to the MSCI US REIT Index companies (excluding the Company). (s) “MSCI US REIT Index Share Value”, with respect to each company in the MSCI US REIT Index, means, as of any given date, the average of the closing trading prices of a share of common stock of such company on the principal exchange on which such shares are then listed over the period of twenty (20) consecutive trading days ending on such date. (t) “MSCI US REIT Index TSR Percentage”, with respect to each company in the MSCI US REIT Index, means the growth rate, expressed as a percentage (rounded to the nearest tenth of a percent (0.1%)), of the MSCI US REIT Index Share Value of such company during the TSR Performance Period, calculated in a manner consistent with Section 2[(j)]/[i]3 above from publicly available information; provided, however, that any company within the MSCI US REIT Index, as determined pursuant to the definition of MSCI US REIT Index above, that becomes bankrupt after the start of the TSR Performance Period shall be assigned an MSCI US REIT Index TSR Percentage of -100%. (u) “Performance Period” means the applicable period set forth on Exhibit A attached hereto. (v) “Performance Vested Base Units” means the product of (A) sum of (1) the AFFO per Share Vesting Eligible Base Units earned by the Participant for each Performance Period, plus (2) the Same Warehouse NOI Vesting Eligible Base Units earned by the Participant for each Performance Period, and (B) the Relative TSR Performance Modifier Percentage; provided that in no event shall the number of Performance Vested Base Units exceed one-hundred percent (100%) of the number of Base Units set forth in Section 1 of this Agreement. (w) “Performance Vested Units” means (x) the Performance Vested Base Units, plus (y) the Distribution Equivalent Units. (x) “Pro Rata AFFO per Share Base Units” means, in the event of a Qualifying Termination prior to the completion of the TSR Performance Period, the product of (x) the number of AFFO per Share Base Units for each Performance Period, times (y) the Pro Ration Factor. (y) “Pro Rata Same Warehouse NOI Base Units” means, in the event of a Qualifying Termination prior to the completion of the TSR Performance Period, the product of (x) the number of Same Warehouse NOI Base Units for each Performance Period, times (y) the Pro Ration Factor. (z) “Pro Ration Factor” means, in the event of a Qualifying Termination prior to the completion of the TSR Performance Period, the quotient obtained by dividing (x) the number of days elapsed from January 1, 2026 through and including the date of the Participant’s Qualifying Termination, by (y) 1096. 3 Note to Draft: to be included as applicable.
5 (aa) “Qualifying Termination” means a Termination of Service by reason of (i) the Participant’s death, (ii) a termination by the Company or any Subsidiary due to the Participant’s Disability, (iii) a termination by the Company or any Subsidiary without Cause, (iv) the Participant’s Retirement, [or] (v) a termination by the Participant for Good Reason[, (vi) a termination by the Participant in the event of a Family Disability, or (vii) a Company Nonrenewal]. 4 (bb) “Relative TSR Performance Modifier Percentage” means the percentage determined as set forth on Exhibit A attached hereto, which is a function of the MSCI US REIT Index Relative Performance during the TSR Performance Period; provided that, if the Company TSR Percentage is negative, then in no event shall the Relative TSR Performance Modifier Percentage exceed one hundred percent (100%). (cc) “Restrictions” means the exposure to forfeiture set forth in Sections 4(a) and 5(a). (dd) “Retirement” means (i) “Retirement” as defined in the Participant’s employment agreement or offer letter with the Company or a Subsidiary if the Participant is a party to such agreement or offer letter and such agreement or offer letter contains a definition of “Retirement”, or (ii) “Retirement” as defined in the Company’s Executive Severance Plan if the Participant is a participant in the Executive Severance Plan. If no such employment agreement or offer letter exists or does not contain a definition of Retirement and if the Participant is not a participant in the Executive Severance Plan, then “Retirement” means the Participant’s voluntary retirement as an employee of the Company or any Subsidiary on or after the date on which the Participant has (a) attained at least sixty (60) years of age and (b) completed at least ten (10) years of service with the Company or any Subsidiary; provided that the Participant has provided the Company or such Subsidiary with at least six (6) months’ advance written notice of the Participant’s retirement. For avoidance of doubt, if the Participant’s employment with the Company and its Subsidiaries terminates for any reason during such notice period, such termination shall not be deemed to have occurred by reason of the Participant’s Retirement for purposes of the LTIP Units. (ee) “Same Warehouse NOI” means, with respect to the applicable period, the Company’s “same warehouse NOI” or “same warehouse net operating income” as defined or described in the Management’s Discussion and Analysis section of the Company’s applicable Securities and Exchange Commission filings. (ff) “Same Warehouse NOI Base Units” means the number of Base Units designated as Same Warehouse NOI Base Units for each Performance Period on Exhibit A attached hereto. (gg) “Same Warehouse NOI Performance Vesting Percentage” means the percentage determined as set forth on Exhibit A attached hereto, which is a function of the Company Same Warehouse NOI during the Performance Period. (hh) “Same Warehouse NOI Vesting Eligible Base Units” means the product of (i) the total number of Same Warehouse NOI Base Units for each Performance Period (or, in the event of a Qualifying Termination prior to the completion of the TSR Performance Period, Pro Rata Same Warehouse NOI Base Units for each Performance Period), and (ii) the applicable Same Warehouse NOI Performance Vesting Percentage. (ii) “Same Warehouse Pool” means, with respect to the applicable period, the “same warehouse pool” of the Company and its Subsidiaries as defined or described in the Management’s Discussion and Analysis section of the Company’s applicable Securities and Exchange Commission filings or in the Company’s applicable earnings releases. (jj) “Service Provider” means an Employee, Consultant or member of the Board, as applicable. 4 Note to Draft: to be included as applicable.
6 (kk) “Unvested Unit” means any LTIP Unit that has not vested pursuant to Section 4 or Section 5 hereof and remains subject to the Restrictions. 3. LTIP Units Subject to the Plan and Partnership Agreement; Transfer Restrictions. (a) The Award and the LTIP Units are subject to the terms of the Plan and the terms of the Partnership Agreement, including, without limitation, the restrictions on transfer of Units (including, without limitation, LTIP Units) set forth in Article 11 and Section 16.6 of the Partnership Agreement. Any permitted transferee of the Award or LTIP Units shall take such Award or LTIP Units subject to the terms of the Plan, this Agreement, and the Partnership Agreement. Any such permitted transferee must, upon the request of the Partnership, agree to be bound by the Plan, the Partnership Agreement, and this Agreement, and shall execute the same on request, and must agree to such other waivers, limitations, and restrictions as the Partnership or the Company may reasonably require. Any Transfer of the Award or LTIP Units which is not made in compliance with the Plan, the Partnership Agreement and this Agreement shall be null and void and of no effect. (b) Without the consent of the Administrator (which it may give or withhold in its sole discretion), the Participant shall not Transfer any unvested LTIP Units or any portion of the Award attributable to such unvested LTIP Units (or any securities into which such unvested LTIP Units are converted or exchanged), other than by will or pursuant to the laws of descent and distribution (the “Transfer Restrictions”); provided, however, that the Transfer Restrictions shall not apply to any Transfer of unvested LTIP Units or of the Award to the Partnership or the Company. 4. Vesting. (a) Performance Vesting. As soon as reasonably practicable (but in no event more than sixty (60) days) following the completion of each Performance Period (or in the event the Performance Period ends on the date of a Change in Control, before the consummation of the Change in Control), the Administrator shall determine the Company AFFO per Share, the AFFO per Share Performance Vesting Percentage, the Company Same Warehouse NOI, the Same Warehouse NOI Performance Vesting Percentage, and the number of LTIP Units granted hereby that have become AFFO per Share Vesting Eligible Base Units and Same Warehouse NOI Vesting Eligible Base Units, in each case as of the completion of the Performance Period. As soon as reasonably practicable (but in no event more than sixty (60) days) following the completion of the TSR Performance Period, the Administrator shall determine the Company TSR Percentage, the MSCI US REIT Index TSR Percentages, the MSCI US REIT Index Relative Performance, the Relative TSR Performance Modifier Percentage, Performance Vested Base Units, Performance Vested Units and the number of Distribution Equivalent Units, in each case as of the completion of the TSR Performance Period. Subject to Sections 4(b), 5(b) below, upon such determination by the Administrator following the completion of the TSR Performance Period, such Performance Vested Units shall vest and cease to be subject to the Restrictions, subject to the Participant’s continued status as a Service Provider through such vesting date. For the avoidance of doubt, except as contemplated by Section 5(b) or Section 5(c) below, the Participant will become vested in any Performance Vested Units only if the Participant remains in continuous status as a Service Provider through the completion of the TSR Performance Period and any LTIP Units granted hereby which do not satisfy the requirements to become Performance Vested Units as of the completion of the TSR Performance Period will automatically be cancelled and forfeited without payment of any consideration therefor, and the Participant shall have no further right to or interest in such LTIP Units. (b) Change in Control. Notwithstanding the foregoing, in the event that a Change in Control occurs prior to the completion of the TSR Performance Period and the Participant has not incurred a Termination of Service prior to such Change in Control, (i) with respect to any Performance Period that has been completed prior to the occurrence of such Change in Control, the Performance Vested Base Units earned by the Participant for such Performance Period, (ii) with respect to any Performance Period that has commenced but has not yet been
7 completed as of the occurrence of such Change in Control, the greater of (A) the number of LTIP Units which would be Performance Vested Base Units (if any) assuming the completion of the Performance Period as of the date of the Change in Control (with such adjustments to the Company AFFO per Share and/or Company Same Warehouse NOI performance goals and/or calculations as the Administrator may determine to be appropriate to reflect the truncated performance period) and (B) the number of LTIP Units which would be Performance Vested Base Units if the target level of performance for the Company AFFO per Share Units and Company Same Warehouse NOI Units in accordance with Exhibit A attached hereto was achieved for such Performance Period, and (iii) with respect to any Performance Period that has not yet commenced as of the occurrence of such Change in Control, a number of LTIP Units equal to the number of LTIP Units which would be Performance Vested Base Units if the target level of performance for the Company AFFO per Share Units and Company Same Warehouse NOI Units in accordance with Exhibit A was achieved for such Performance Period (collectively, such number of Base Units that are determined by the Administrator to be earned pursuant to the foregoing clauses (i) through (iii), the “CIC Base Units”) plus (iv) the Distribution Equivalent Units (calculated with respect to the CIC Base Units), shall, immediately prior to such Change in Control, vest and cease to be subject to the Restrictions and shall be deemed to be Performance Vested Units. For the purposes of any determination made by Administrator for purposes of this Section 4(b) that requires the determination of the Relative TSR Modifier Percentage, such Relative TSR Modifier Percentage will be determined as of before the consummation of the Change in Control (but no later than the date of the Change in Control). Any LTIP Units that do not vest in accordance with the preceding sentence will automatically be cancelled and forfeited as of the date of the Change in Control without payment of any consideration therefor, and the Participant shall have no further right to or interest in such LTIP Units. 5. Effect of Termination of Service. (a) Termination of Service. Subject to Sections 5(b) and 5(c) below, in the event of the Participant’s Termination of Service for any reason, any and all Unvested Units as of the date of such Termination of Service (after taking into account any accelerated vesting that occurs in connection with such termination), including any AFFO per Share Base Units that are not Pro Rata AFFO per Share Base Units and any Same Warehouse NOI Base Units that are not Pro Rata Same Warehouse NOI Base Units, will automatically and without further action be cancelled and forfeited without payment of any consideration therefor, and the Participant shall have no further right to or interest in such Unvested Units. Except to the extent provided in Sections 5(b) and 5(c) below, no LTIP Units which have not vested as of the date of the Participant’s Termination of Service shall thereafter become vested. (b) Qualifying Termination Prior to Completion of the TSR Performance Period. In the event that the Participant incurs a Qualifying Termination prior to the completion of the TSR Performance Period, the Pro Rata AFFO per Share Base Units, the Pro Rata Same Warehouse NOI Base Units and the Distribution Equivalent Units shall remain outstanding and, upon the Administrator’s determinations under Section 4(a) following the TSR Performance Period, (i) the Performance Vested Base Units in respect of the (A) the AFFO per Share Vesting Eligible Base Units, (B) the Same Warehouse NOI Vesting Eligible Base Units (collectively, the “Qualifying Termination Vested Base Units”), and (ii) the Distribution Equivalent Units (calculated with respect to the Qualifying Termination Vested Base Units) shall vest and cease to be subject to the Restrictions and shall thereupon be deemed to be Performance Vested Units. Any LTIP Units that do not vest in accordance with the preceding sentence will automatically be cancelled and forfeited as of the date of the Administrator’s determination of the number of Qualifying Termination Vested Base Units without payment of any consideration therefor, and the Participant shall have no further right to or interest in such LTIP Units. (c) Termination of Service Following Completion of the TSR Performance Period. In the event that the Participant incurs a Qualifying Termination on or following the completion of the TSR Performance Period and prior to the Administrator’s determination under Section 4(a) above, the LTIP Units shall remain outstanding and shall, upon such determination by the Administrator, vest and cease to be subject to the Restrictions with respect to a number of LTIP Units equal to the sum of (A) any Base Units that have become Performance
8 Vested Base Units, plus (B) the Distribution Equivalent Units (calculated with respect to such Performance Vested Base Units). Any LTIP Units that do not vest in accordance with the preceding sentence will automatically be cancelled and forfeited as of the date of the Administrator’s determination without payment of any consideration therefor, and the Participant shall have no further right to or interest in such LTIP Units. 6. Execution and Return of Documents and Certificates. At the Company’s or the Partnership’s request, the Participant hereby agrees to promptly execute, deliver and return to the Partnership any and all documents or certificates that the Company or the Partnership deems necessary or desirable to effectuate the cancellation and forfeiture of the Unvested Units and the portion of the Award attributable to the Unvested Units, or to effectuate the transfer or surrender of such Unvested Units and portion of the Award to the Partnership. 7. Covenants, Representations and Warranties. In addition to the terms and conditions provided herein, the Administrator may require that the Participant make such covenants, agreements, and representations with respect to the Award and the LTIP Units as the Administrator, in its sole discretion, deems advisable in order to comply with applicable laws, regulations, and/or requirements. Without limiting the generality of the foregoing, the Participant hereby represents, warrants, covenants, acknowledges and agrees on behalf of the Participant and his or her spouse, if applicable, that: (a) Investment. The Participant is holding the Award and the LTIP Units for the Participant’s own account, and not for the account of any other Person. The Participant is holding the Award and the LTIP Units for investment and not with a view to distribution or resale thereof except in compliance with applicable laws regulating securities. (b) Relation to the Partnership. The Participant is presently an executive officer and employee of, or consultant to, the Partnership, or is otherwise providing services to or for the benefit of the Partnership, and in such capacity has become personally familiar with the business of the Partnership. (c) Access to Information. The Participant has had the opportunity to ask questions of, and to receive answers from, the Partnership with respect to the terms and conditions of the transactions contemplated hereby and with respect to the business, affairs, financial conditions, and results of operations of the Partnership. (d) Registration. The Participant understands that the LTIP Units have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and the LTIP Units cannot be transferred by the Participant unless such transfer is registered under the Securities Act or an exemption from such registration is available. The Partnership has made no agreements, covenants or undertakings whatsoever to register the transfer of the LTIP Units under the Securities Act. The Partnership has made no representations, warranties, or covenants whatsoever as to whether any exemption from the Securities Act, including, without limitation, any exemption for limited sales in routine brokers’ transactions pursuant to Rule 144 of the Securities Act, will be available. If an exemption under Rule 144 is available at all, it will not be available until at least six (6) months from issuance of the Award and then not unless the terms and conditions of Rule 144 have been satisfied. (e) Public Trading. None of the Partnership’s securities are presently publicly traded, and the Partnership has made no representations, covenants or agreements as to whether there will be a public market for any of its securities. (f) Tax Advice. Neither the Company nor the Partnership has made any warranties or representations to the Participant with respect to the income tax consequences of the transactions contemplated by this Agreement (including, without limitation, with respect to the decision of whether to make an election under Section 83(b) of the Code), and the Participant is in no manner relying on the Company, the Partnership or any of their representatives for an assessment of such tax consequences. The Participant is advised to consult with his or her own tax advisor with respect to the tax consequences of owning and disposing of the LTIP Units.
9 8. Determinations by Administrator. Notwithstanding anything contained herein, all determinations, interpretations and assumptions relating to the vesting of the Award (including, without limitation, determinations, interpretations and assumptions with respect to Company TSR Percentage and MSCI US REIT Index TSR Percentages) shall be made by the Administrator and shall be applied consistently and uniformly to all similar Awards granted under the Plan. In making such determinations, the Administrator may employ attorneys, consultants, accountants, appraisers, brokers, or other persons, and the Administrator, the Board, the Company, the Partnership and their officers and directors shall be entitled to rely upon the advice, opinions or valuations of any such persons. All actions taken and all interpretations and determinations made by the Administrator in good faith and absent manifest error shall be final and binding upon the Participant, the Company and all other interested persons. 9. Capital Account. The Participant shall make no contribution of capital to the Partnership in connection with the Award and, as a result, the Participant’s Capital Account balance in the Partnership immediately after his or her receipt of the LTIP Units shall be equal to zero, unless the Participant was a Partner in the Partnership prior to such issuance, in which case the Participant’s Capital Account balance shall not be increased as a result of his or her receipt of the LTIP Units. 10. Redemption Rights. Notwithstanding anything to the contrary in the Partnership Agreement, Partnership Units which are acquired upon the conversion of the LTIP Units shall not, without the consent of the Partnership (which may be given or withheld in its sole discretion), be redeemed pursuant to Sections 15.1 and 16.7 of the Partnership Agreement within two (2) years following the date of the issuance of such LTIP Units. 11. Section 83(b) Election. The Participant covenants that the Participant shall make a timely election under Section 83(b) of the Code (and any comparable election in the state of the Participant’s residence) with respect to the LTIP Units covered by the Award, and the Partnership hereby consents to the making of such election(s). In connection with such election, the Participant and the Participant’s spouse, if applicable, shall promptly provide a copy of such election to the Partnership. The Participant represents that the Participant has consulted any tax advisor(s) that the Participant deems advisable in connection with the filing of an election under Section 83(b) of the Code and similar state tax provisions. The Participant acknowledges that it is the Participant’s sole responsibility and not the Company’s or the Partnership’s to timely file an election under Section 83(b) of the Code (and any comparable state election), even if the Participant requests that the Company, the Partnership or any representative of the Company or the Partnership make such filing on the Participant’s behalf. The Participant should consult his or her tax advisor to determine if there is a comparable election to file in the state of his or her residence. 12. Ownership Information. The Participant hereby covenants that so long as the Participant holds any LTIP Units, at the request of the Partnership, the Participant shall disclose to the Partnership in writing such information relating to the Participant’s ownership of the LTIP Units as the Partnership reasonably believes to be necessary or desirable to ascertain in order to comply with the Code or the requirements of any other appropriate taxing authority. 13. Taxes. The Partnership and the Participant intend that (i) the LTIP Units be treated as a “profits interest” as defined in Internal Revenue Service Revenue Procedure 93-27, as clarified by Revenue Procedure 2001- 43, (ii) the issuance and the vesting of the LTIP Units shall not be taxable events to the Partnership or the Participant as provided in such revenue procedure, and (iii) the Partnership Agreement, the Plan and this Agreement be interpreted consistently with such intent. In furtherance of such intent, effective immediately prior to the issuance of the LTIP Units, the Partnership may revalue all Partnership assets to their respective gross fair market values, and make the resulting adjustments to the “Capital Accounts” (as defined in the Partnership Agreement) of the Partners, in each case as set forth in the Partnership Agreement. The Company, the Partnership or any Subsidiary may withhold from the Participant’s wages, or require the Participant to pay to such entity, any applicable withholding or employment taxes resulting from the issuance of the Award hereunder, from the vesting or lapse of any restrictions imposed on the Award, or from the ownership or disposition of the LTIP Units.
10 14. Remedies. The Participant shall be liable to the Partnership for all costs and damages, including incidental and consequential damages, resulting from a disposition of the Award or the LTIP Units which is in violation of the provisions of this Agreement. Without limiting the generality of the foregoing, the Participant agrees that the Partnership shall be entitled to obtain specific performance of the obligations of the Participant under this Agreement and immediate injunctive relief in the event any action or proceeding is brought in equity to enforce the same. The Participant will not urge as a defense that there is an adequate remedy at law. 15. Restrictions on Public Sale by the Participant. To the extent not inconsistent with applicable law, the Participant agrees not to effect any sale or distribution of the LTIP Units or any similar security of the Company or the Partnership, or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 under the Securities Act, during the fourteen (14) days prior to, and during the up to 180- day period beginning on, the date of the pricing of any public or private debt or equity securities offering by the Company or the Partnership (except as part of such offering), if and to the extent requested in writing by the Partnership or the Company in the case of a non-underwritten public or private offering or if and to the extent requested in writing by the managing underwriter or underwriters (or initial purchaser or initial purchasers, as the case may be) and consented to by the Partnership or the Company, which consent may be given or withheld in the Partnership’s or the Company’s sole and absolute discretion, in the case of an underwritten public or private offering (such agreement to be in the form of a lock-up agreement provided by the Company, the Partnership, managing underwriter or underwriters, or initial purchaser or initial purchasers, as the case may be). 16. Conformity to Securities Laws. The Participant acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of all applicable federal and state laws, rules and regulations (including, but not limited to the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, including without limitation the applicable exemptive conditions of Rule 16b-3 of the Exchange Act) and to such approvals by any listing, regulatory or other governmental authority as may, in the opinion of counsel for the Partnership or the Company, be necessary or advisable in connection therewith. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Award of LTIP Units is made, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan, this Agreement and the Award shall be deemed amended to the extent necessary to conform to such laws, rules and regulations. 17. Code Section 409A. To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the effective date of this Agreement. Notwithstanding any provision of this Agreement to the contrary, in the event that following the effective date of this Agreement, the Company or the Partnership determines that the Award may be subject to Section 409A of the Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the effective date of this Agreement), the Company or the Partnership may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company or the Partnership determines are necessary or appropriate to (a) exempt the Award from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (b) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance; provided, however, that this Section 17 shall not create any obligation on the part of the Company, the Partnership or any Subsidiary to adopt any such amendment, policy or procedure or take any such other action. For purposes of Section 409A of the Code, any right to a series of payments pursuant to this Agreement shall be treated as a right to a series of separate payments. 18. No Right to Continued Service. Nothing in this Agreement shall confer upon the Participant any right to continue as a Service Provider of the Company, the Partnership or any Subsidiary, or shall interfere with or
11 restrict in any way the rights of the Company, the Partnership or any Subsidiary, which rights are hereby expressly reserved, to discharge the Participant at any time for any reason whatsoever, with or without cause. 19. Miscellaneous. (a) Incorporation of the Plan. This Agreement is made under and subject to and governed by all of the terms and conditions of the Plan. In the event of any discrepancy or inconsistency between this Agreement and the Plan, the terms and conditions of the Plan shall control. By signing this Agreement, the Participant confirms that he or she has received access to a copy of the Plan and has had an opportunity to review the contents thereof. (b) Clawback. This Award and the LTIP Units issuable hereunder, and any Partnership Common Units or Shares or other cash or property received with respect to the LTIP Units, shall be subject to any clawback or recoupment policy currently in effect or as may be adopted by the Company or the Partnership, in each case as may be amended from time to time, including, without limitation, the Company’s Policy for Recovery of Erroneously Awarded Compensation. (c) Successors and Assigns. Subject to the limitations set forth in this Agreement, this Agreement shall be binding upon, and inure to the benefit of, the executors, administrators, heirs, legal representatives, successors and assigns of the parties hereto, including, without limitation, any business entity that succeeds to the business of the Company or the Partnership. (d) Entire Agreement; Amendments and Waivers. This Agreement, together with the Plan and the Partnership Agreement, constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties. In the event that the provisions of such other agreement conflict or are inconsistent with the provisions of this Agreement, the provisions of this Agreement shall control. Except as set forth in Section 17 above, this Agreement may not be amended except in an instrument in writing signed on behalf of each of the parties hereto and approved by the Administrator. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. (e) Survival of Representations and Warranties. The representations, warranties and covenants contained in Section 7 hereof shall survive the later of the date of execution and delivery of this Agreement or the issuance of the Award. (f) Severability. If for any reason one or more of the provisions contained in this Agreement or in any other instrument referred to herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, then to the maximum extent permitted by law, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any other such instrument. (g) Titles. The titles, captions or headings of the Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. (h) Counterparts. This Agreement may be executed in any number of counterparts, any of which may be executed and transmitted by facsimile (including, without limitation, transfer by .pdf), and each of which shall be deemed to be an original, but all of which together shall be deemed to be one and the same instrument. (i) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland applicable to contracts entered into and wholly to be performed within the State
12 of Maryland by Maryland residents, without regard to any otherwise governing principles of conflicts of law that would choose the law of any state other than the State of Maryland. (j) Notices. Any notice to be given by the Participant under the terms of this Agreement shall be addressed to the Legal Department of the Company at the Company’s address set forth in Exhibit A attached hereto. Any notice to be given to the Participant shall be addressed to him or her at the Participant’s then current address on the books and records of the Company. By a notice given pursuant to this Section 19(j), either party may hereafter designate a different address for notices to be given to him or her. Any notice which is required to be given to the Participant shall, if the Participant is then deceased, be given to the Participant’s personal representative if such representative has previously informed the Company of his or her status and address by written notice under this Section 19(j) (and the Company shall be entitled to rely on any such notice provided to it that it in good faith believes to be true and correct, with no duty of inquiry). Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States mail by certified mail, with postage and fees prepaid, addressed as set forth above or upon confirmation of delivery by a nationally recognized overnight delivery service. (k) Spousal Consent. As a condition to the Partnership’s, the Company’s and their Subsidiaries’ obligations under this Agreement, the spouse of the Participant, if any, shall execute and deliver to the Partnership the Consent of Spouse attached hereto as Exhibit B. (l) Fractional Units. For purposes of this Agreement, any fractional LTIP Units that vest or become entitled to distributions pursuant to the Partnership Agreement will be rounded as determined by the Company or the Partnership; provided, however, that in no event shall such rounding cause the aggregate number of LTIP Units that vest or become entitled to such distributions to exceed the total number of LTIP Units set forth in Section 1 of this Agreement. [Signature Page Follows]
[Signature Page to Performance-Based LTIP Unit Agreement] IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. LINEAGE, INC., a Maryland corporation By: __________________________________ Name: Title: LINEAGE OP, LP, a Maryland limited partnership By: Lineage, Inc. Its: General Partner By: __________________________________ Name: Title The Participant hereby accepts and agrees to be bound by all of the terms and conditions of this Agreement. ____________________________ <PARTC_NAME>
A-1 Exhibit A Definitions and Notice Address Definitions: Capitalized terms not defined herein shall have the meanings set forth in the Performance-Based LTIP Unit Agreement to which this Exhibit is attached. “AFFO per Share Performance Vesting Percentage” means a function of the Company AFFO per Share during the Performance Period, and shall be determined for each Performance Period as set forth below: For the First Performance Period, as follows: Company AFFO per Share AFFO per Share Performance Vesting Percentage 0% “Threshold Level” $ 25% “Target Level” $ 50% “Maximum Level” $ 100% For the Second Performance Period and the Third Performance Period, as applicable, the Company AFFO per Share Threshold Level, Target Level and Maximum Level targets shall be determined by the Administrator, and communicated to the Participant, as soon as reasonably practicable (but in no event more than ninety (90) days) following the completion of the Performance Period immediately preceding the commencement of the applicable Performance Period (e.g., for the Second Performance Period, such determination and communication will be made no later than March 31, 2027). In the event that the Company AFFO per Share during a Performance Period falls between the Threshold Level and the Target Level or between the Target Level and Maximum Level, the AFFO per Share Performance Vesting Percentage shall be determined using straight line linear interpolation between the AFFO per Share Performance Vesting Percentages specified above. “AFFO per Share Base Units” means an amount equal to (i) for the First Performance Period, <AFFO> Base Units, (ii) for the Second Performance Period, <AFFO> Base Units, and (iii) for the Third Performance Period, <AFFO> Base Units, which amount in each case equals approximately 20% of the Base Units.5 “Base Units” means <TOTAL BASE> LTIP Units.6 “First Performance Period” means the period commencing on January 1, 2026 and ending on the earlier of December 31, 2026 and the consummation of a Change in Control. “Performance Period” means, as applicable, (i) the First Performance Period, (ii) the Second Performance Period and (iii) the Third Performance Period. 5 Note to Draft: To equal approximately 20% of the total maximum number of Base Units. 6 Note to Draft: To equal maximum number of Base Units.
A-2 “Relative TSR Performance Modifier Percentage” means a function of the MSCI US REIT Index Relative Performance during the TSR Performance Period, and shall be determined as set forth below: MSCI US REIT Index Relative Performance Relative TSR Performance Modifier Percentage “Threshold Level” ≤ 25th Percentile 80% “Target Level” 50th Percentile 100% “Maximum Level” ≥ 75th Percentile 120% In the event that the MSCI US REIT Index Relative Performance during the TSR Performance Period falls between the Threshold Level and the Target Level or between the Target Level and Maximum Level, the Relative TSR Performance Modifier Percentage shall be determined using straight line linear interpolation between the Relative TSR Performance Modifier Percentages specified above. “Same Warehouse NOI Base Units” means an amount equal to (i) for the First Performance Period, <NOI> Base Units, (ii) for the Second Performance Period, <NOI> Base Units and (iii) for the Third Performance Period, <NOI> Base Units, which amount in each case equals approximately 13.34% of the Base Units. “Same Warehouse NOI Performance Vesting Percentage” means a function of the Company Same Warehouse NOI during the Performance Period, and shall be determined for each Performance Period as set forth below: For the First Performance Period, as follows: Company Same Warehouse NOI Same Warehouse NOI Performance Vesting Percentage 0% “Threshold Level” $ 25% “Target Level” $ 50% “Maximum Level” $ 100% For the Second Performance Period and the Third Performance Period, as applicable, the Company Same Warehouse NOI Threshold Level, Target Level and Maximum Level targets shall be determined by the Administrator, and communicated to the Participant, as soon as reasonably practicable (but in no event more than ninety (90) days) following the completion of the Performance Period immediately preceding the commencement of the applicable Performance Period (e.g., for the Second Performance Period, such determination and communication will be made no later than March 31, 2027). In the event that the Company Same Warehouse NOI during a Performance Period falls between the Threshold Level and the Target Level or between the Target Level and Maximum Level, the Same Warehouse NOI Performance Vesting Percentage shall be determined using straight line linear interpolation between the Same Warehouse NOI Performance Vesting Percentages specified above. “Second Performance Period” means the period commencing on January 1, 2027 and ending on the earlier of December 31, 2027 and the consummation of a Change in Control.
A-3 “Third Performance Period” means the period commencing on January 1, 2028 and ending on the earlier of December 31, 2028 and the consummation of a Change in Control. “TSR Performance Period” means the period commencing on January 1, 2026 and ending on the earlier of December 31, 2028 and the consummation of a Change in Control. Company Address 46500 Humboldt Drive Novi, MI 48377
B-1 Exhibit B CONSENT OF SPOUSE I, ____________________, spouse of [_____], have read and approve the foregoing Performance-Based LTIP Unit Agreement (the “Agreement”) and all exhibits thereto, the Partnership Agreement and the Plan (each as defined in the Agreement). In consideration of the granting to my spouse of the LTIP Units of Lineage OP, LP (the “Partnership”) as set forth in the Agreement, I hereby appoint my spouse as my attorney-in-fact in respect to the exercise of any rights and taking of all actions under the Agreement and all exhibits thereto and agree to be bound by the provisions of the Agreement and all exhibits thereto insofar as I may have any rights in said Agreement or any exhibits thereto or any securities issued pursuant thereto under the community property laws or similar laws relating to marital property in effect in the state of our residence as of the date of the signing of the foregoing Agreement and exhibits thereto or otherwise. I understand that this Consent of Spouse may not be altered, amended, modified or revoked other than by a writing signed by me, the Partnership and Lineage, Inc. Grant Date: <GRANT_DT> By: ________________________________ Print name:__________________________ Dated: ___________________ Control: <AWARD_USER_DEFINED_1> If applicable, you must print, complete and return this Consent of Spouse to Andrew Wright at andwright@onelineage.com. Please only print and return this page.
PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT This Restricted Stock Unit Agreement (this “Agreement”), dated as of <GRANT_DT> (the “Grant Date”), is made by and between Lineage, Inc., a Maryland corporation (the “Company”), and <PARTC_NAME> (the “Participant”). WHEREAS, the Company maintains the Amended and Restated Lineage 2024 Incentive Award Plan (as amended from time to time, the “Plan”); WHEREAS, the Company wishes to carry out the Plan (the terms of which are hereby incorporated by reference and made a part of this Agreement); WHEREAS, Section 7.3 of the Plan provides for the issuance of Restricted Stock Units (“RSUs”); WHEREAS, Section 7.1 of the Plan provides for the issuance of Dividend Equivalent awards; and WHEREAS, the Administrator, in its sole discretion, has determined that it would be to the advantage and in the best interest of the Company to issue the RSUs and Dividend Equivalents provided for herein to the Participant in recognition of the Participant’s service with the Company, Lineage OP, LP (the “Partnership”) or any Subsidiary. NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows: 1. Issuance of Award of RSUs. Pursuant to the Plan, in consideration of the Participant’s agreement to provide services to the Company, the Partnership or any Subsidiary (as applicable), the Company hereby issues to the Participant an award of <RSUS_GRANTED> RSUs. Each RSU that vests (and ceases to be subject to the Restrictions) shall represent the right to receive payment, in accordance with this Agreement, of one share of the Company’s common stock, par value $0.01 per share (the “Common Stock”). Unless and until an RSU vests, the Participant will have no right to payment in respect of any such RSU. Prior to actual payment in respect of any vested RSU, such RSU will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. 2. Dividend Equivalents. Each RSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the payment or forfeiture of the RSU to which it corresponds. With respect to each dividend for which the record date occurs on or after the Grant Date and on or prior to the earlier to occur of the payment or forfeiture of the RSU underlying such Dividend Equivalent, each outstanding Dividend Equivalent shall entitle the Participant to receive payments equal to dividends paid, if any, on the Shares underlying the RSU to which such Dividend Equivalent relates, payable in the same form and amounts as dividends paid to each holder of a Share. Each such payment shall be made no later than sixty (60) days following the applicable dividend payment date, provided that no such payments shall be made with respect to Unvested RSUs prior to the date on which such RSU vests, and any Dividend Equivalent payments that would have been made prior to such date had such RSU been vested shall be paid in a single lump sum no later than forty-five (45) days following the date on which such RSU vests. Dividend Equivalents shall not entitle the Participant to any payments relating to dividends for which the record date occurs after the earlier to occur of the payment or forfeiture of the RSU underlying such Dividend Equivalent, and the Participant shall not be entitled to any Dividend Equivalent payment with respect to any RSU that does not vest. In addition, notwithstanding the foregoing, in the event of the Participant’s Termination of Service for any reason, the Participant shall not be entitled to any Dividend Equivalent payments with respect to dividends declared but not paid prior to the date of such termination on Shares underlying RSUs which are unvested as of the date of such termination (after taking into account any accelerated vesting that occurs in connection with such termination).
2 Dividend Equivalents and any amounts that may become distributable in respect thereof shall be treated separately from the RSUs and the rights arising in connection therewith for purposes of the designation of time and form of payments required by Section 409A of the Code. 3. Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan. (a) “AFFO per Share Performance Vesting Percentage” means the percentage determined as set forth on Exhibit A attached hereto, which is a function of the Company AFFO per Share during the Performance Period. (b) “AFFO per Share RSUs” means the number of RSUs for each Performance Period designated as AFFO per Share RSUs on Exhibit A attached hereto. (c) “AFFO per Share Vesting Eligible RSUs” means the product of (i) the total number of AFFO per Share RSUs for each Performance Period, and (ii) the applicable AFFO per Share Performance Vesting Percentage. (d) “Cause” means (A) “Cause” as defined in the Participant’s employment agreement or offer letter with the Company, the Partnership or any Subsidiary if such agreement exists and contains a definition of Cause, or (B) “Cause” as defined in the Executive Severance Plan if the Participant is a participant in the Executive Severance Plan. If no such employment agreement or offer letter exists or does not contain a definition of Cause and if the Participant is not a participant in the Executive Severance Plan, then “Cause” means (i) the Participant’s commission of and/or entry of a plea of guilty or nolo contendere to a felony or crime of moral turpitude, (ii) the Participant’s willful engaging in misconduct in the performance of the Participant’s duties for the Company or its Affiliates or any successor employer, (iii) the Participant’s material breach of any written agreement between the Participant and any such entity, (iv) the Participant’s willful refusal to comply with a lawful and direct order of the Participant’s supervisor after warning that such refusal will result in a for Cause termination, (v) the Participant’s breach of any duty owed to the Company or its Affiliates or any successor employer and failure to cure such breach within ten days following a request to cure the same (by way of example and not limitation, such breaches include fraud, embezzlement, or breach of any restrictive covenant) or (vi) the Participant’s engaging in any other act (including making a public statement) or failure to engage in any act, which the Company determines in good faith to be materially detrimental or damaging to the reputation, operations, finances, prospects or business relations of the Company or its Affiliates or which acts are the subject of any similar determination by a successor employer. The findings and decision of the Company with respect to any Cause determination will be final and binding for all purposes. (e) “Company AFFO per Share” means, with respect to the applicable period, “adjusted funds from operations per share”, “adjusted FFO per share” or “AFFO per share” of the Company and its Subsidiaries as defined or described in the Company’s applicable Securities and Exchange Commission filings or the Company’s applicable earnings releases. (f) [“Company Nonrenewal” means the Company’s election not to renew or extend the term of the Participant’s employment agreement with the Company, provided that the Participant (i) has continued to perform the services contemplated thereby in good faith and in accordance therewith until the completion of such term, and (ii) is willing to continue in employment with the Company on substantially the same terms of employment as in effect immediately prior to such termination.]1 1 Note to Draft: to be included as applicable.
3 (g) “Company Same Warehouse NOI” means the Same Warehouse NOI for each Performance Period. (h) “Company Share Value” as of any given date, means the average of the closing trading prices of a Share on the principal exchange on which such shares are then listed over the period of twenty (20) consecutive trading days ending on such date; provided, however, that if the Change in Control occurs during the TSR Performance Period, Company Share Value shall mean the price per Share paid by the acquiror in the Change in Control transaction or, to the extent that the consideration in the Change in Control transaction is paid in stock of the acquiror or its affiliates, then, unless otherwise determined by the Administrator, Company Share Value shall mean the value of the consideration paid per Share based on the average of the high and low trading prices of a share of such acquiror stock on the principal exchange on which such shares are then traded on the date on which a Change in Control occurs. (i) “Company TSR Percentage” means the growth rate, expressed as a percentage (rounded to the nearest tenth of a percent (0.1%)), in the Company Share Value during the TSR Performance Period due to the appreciation in the Company Share Value plus dividends declared during the TSR Performance Period, assuming dividends are reinvested in Common Stock on the ex-dividend date (at a price equal to the closing price of the Common Stock on the applicable ex-dividend date). (j) “Disability” means a disability that qualifies or, had the Participant been a participant, would qualify the Participant to receive long-term disability payments under the Company’s group long-term disability insurance plan or program, as it may be amended from time to time. (k) “Executive Severance Plan” means the Lineage, Inc. Executive Severance Plan, as may be amended from time to time. (l) [“Family Disability” means “Family Disability” as defined in the Participant’s employment agreement with the Company.]2 (m) “Good Reason” means (i) “Good Reason” as defined in the Participant’s employment agreement or offer letter with the Company or a Subsidiary if the Participant is a party to such agreement or offer letter and such agreement or offer letter contains a definition of “Good Reason”, or (ii) “Good Reason” as defined in the Company’s Executive Severance Plan if the Participant is a participant in the Executive Severance Plan. For the avoidance of doubt, if no such employment agreement or offer letter exists or such employment agreement or offer letter does not contain a definition of Good Reason, and Participant is not a participant in the Executive Severance Plan, then, notwithstanding anything herein to the contrary, “Good Reason” shall not be applicable with respect to the RSUs granted hereunder (or with respect to any accelerated vesting that would otherwise occur in connection with a termination of employment for Good Reason). (n) “MSCI US REIT Index” means the MSCI US REIT Index, determined as follows: (i) the companies included in the MSCI US REIT Index shall be determined at the beginning of the TSR Performance Period, excluding those entities that are bankrupt, listed on the pink sheets or not listed at all; (ii) any company emerging from bankruptcy shall not be tracked for purposes of the TSR Performance Period; (iii) in the event that a company is acquired or taken private during the TSR Performance Period, such company shall be excluded for the entire TSR Performance Period; (iv) the beginning share price of any company that effectuates a stock split or recapitalization during the TSR Performance Period shall be appropriately adjusted for the split or recapitalization; (v) in the event that two MSCI US REIT Index companies merge with each other, only the surviving entity shall be 2 Note to Draft: to be included as applicable.
4 included; and (vi) in the event that a company merges with a company outside of the MSCI US REIT Index and does not remain in the MSCI US REIT Index following such merger, such company shall be excluded for the entire TSR Performance Period. (o) “MSCI US REIT Index Relative Performance” means the Company TSR Percentage compared to the MSCI US REIT Index TSR Percentages of the companies in the MSCI US REIT Index, expressed as the Company’s percentile rank compared to the MSCI US REIT Index companies (excluding the Company). (p) “MSCI US REIT Index Share Value”, with respect to each company in the MSCI US REIT Index, means, as of any given date, the average of the closing trading prices of a share of common stock of such company on the principal exchange on which such shares are then listed over the period of twenty (20) consecutive trading days ending on such date. (q) “MSCI US REIT Index TSR Percentage”, with respect to each company in the MSCI US REIT Index, means the growth rate, expressed as a percentage (rounded to the nearest tenth of a percent (0.1%)), of the MSCI US REIT Index Share Value of such company during the TSR Performance Period, calculated in a manner consistent with Section 3[(i)][h]3 above from publicly available information; provided, however, that any company within the MSCI US REIT Index, as determined pursuant to the definition of MSCI US REIT Index above, that becomes bankrupt after the start of the TSR Performance Period shall be assigned an MSCI US REIT Index TSR Percentage of -100%. (r) “Performance Period” means the applicable period set forth on Exhibit A attached hereto. (s) “Performance Vested RSUs” means the product of (A) sum of (1) the AFFO per Share Vesting Eligible RSUs earned by the Participant for each Performance Period, plus (2) the Same Warehouse NOI Vesting Eligible RSUs earned by the Participant for each Performance Period, and (B) the Relative TSR Performance Modifier Percentage; provided that in no event shall the number of Performance Vested RSUs exceed two-hundred percent (200%) of the number of RSUs set forth in Section 1 of this Agreement. (t) “Qualifying Termination” means a Termination of Service by reason of (i) the Participant’s death, (ii) a termination by the Company or any Subsidiary due to the Participant’s Disability, (iii) a termination by the Company or any Subsidiary without Cause, (iv) the Participant’s Retirement, [or] (v) a termination by the Participant for Good Reason[, (vi) a termination by the Participant in the event of a Family Disability, or (vii) a Company Nonrenewal].4 (u) “Relative TSR Performance Modifier Percentage” means the percentage determined as set forth on Exhibit A attached hereto, which is a function of the MSCI US REIT Index Relative Performance during the TSR Performance Period; provided that, if the Company TSR Percentage is negative, then in no event shall the Relative TSR Performance Modifier Percentage exceed one hundred percent (100%). (v) “Restrictions” means the exposure to forfeiture set forth in Sections 5(a) and 6(a). (w) “Retirement” means (i) “Retirement” as defined in the Participant’s employment agreement or offer letter with the Company or a Subsidiary if the Participant is a party to such agreement or offer letter and such agreement or offer letter contains a definition of “Retirement”, or (ii) “Retirement” as defined in the Company’s Executive Severance Plan if the Participant is a participant in the Executive Severance Plan. If no such employment agreement or offer letter exists or does not contain a definition of Retirement and if the Participant is 3 Note to Draft: to be included as applicable. 4 Note to Draft: to be included as applicable.
5 not a participant in the Executive Severance Plan, then “Retirement” means the Participant’s voluntary retirement as an employee of the Company or any Subsidiary on or after the date on which the Participant has (a) attained at least sixty (60) years of age and (b) completed at least ten (10) years of service with the Company or any Subsidiary; provided that the Participant has provided the Company or such Subsidiary with at least six (6) months’ advance written notice of the Participant’s retirement. For avoidance of doubt, if the Participant’s employment with the Company and its Subsidiaries terminates for any reason during such notice period, such termination shall not be deemed to have occurred by reason of the Participant’s Retirement for purposes of the RSUs. (x) “Same Warehouse NOI” means, with respect to the applicable period, the Company’s “same warehouse NOI” or “same warehouse net operating income” as defined or described in the Management’s Discussion and Analysis section of the Company’s applicable Securities and Exchange Commission filings. (y) “Same Warehouse NOI Performance Vesting Percentage” means the percentage determined as set forth on Exhibit A attached hereto, which is a function of the Company Same Warehouse NOI during the Performance Period. (z) “Same Warehouse NOI RSUs” means the number of RSUs designated as Same Warehouse NOI RSUs for each Performance Period on Exhibit A attached hereto. (aa) “Same Warehouse NOI Vesting Eligible RSUs” means the product of (i) the total number of Same Warehouse NOI RSUs for each Performance Period, and (ii) the applicable Same Warehouse NOI Performance Vesting Percentage. (bb) “Same Warehouse Pool” means, with respect to the applicable period, the “same warehouse pool” of the Company and its Subsidiaries as defined or described in the Management’s Discussion and Analysis section of the Company’s applicable Securities and Exchange Commission filings or in the Company’s applicable earnings releases. (cc) “Service Provider” means an Employee, Consultant or member of the Board, as applicable. (dd) “Unvested RSU” means any RSU that has not vested pursuant to Section 5 or Section 6 hereof and remains subject to the Restrictions. 4. RSUs and Dividend Equivalents Subject to the Plan; Ownership and Transfer Restrictions. (a) The RSUs and Dividend Equivalents are subject to the terms, definitions and provisions of the Plan, which is incorporated herein by reference, including, without limitation, the restrictions on transfer set forth in Section 8.3 of the Plan and the REIT restrictions set forth in Section 10.8 of the Plan. (b) Without limiting the foregoing, the RSUs and Common Stock issuable with respect thereto shall be subject to the restrictions on ownership and transfer set forth in the charter of the Company, as amended and supplemented from time to time. 5. Vesting.
6 (a) Performance Vesting. As soon as reasonably practicable (but in no event more than sixty (60) days) following the completion of each Performance Period (or in the event the Performance Period ends on the date of a Change in Control, before the consummation of the Change in Control), the Administrator shall determine the Company AFFO per Share, the AFFO per Share Performance Vesting Percentage, the Company Same Warehouse NOI, the Same Warehouse NOI Performance Vesting Percentage, the number of RSUs granted hereby that have become AFFO per Share Vesting Eligible RSUs and Same Warehouse NOI Vesting Eligible RSUs, in each case as of the completion of the Performance Period. As soon as reasonably practicable (but in no event more than sixty (60) days) following the completion of the TSR Performance Period, the Administrator shall determine the Company TSR Percentage, the MSCI US REIT Index TSR Percentages, the MSCI US REIT Index Relative Performance, the Relative TSR Performance Modifier Percentage, Performance Vested RSUs, in each case as of the completion of the TSR Performance Period. Subject to Sections 5(b) and Sections 6(b) and (c) below, upon such determination by the Administrator following the completion of the TSR Performance Period, such Performance Vested RSUs shall vest and cease to be subject to the Restrictions, subject to the Participant’s continued status as a Service Provider through such vesting date. For the avoidance of doubt, except as contemplated by Section 6(b) or Section 6(c) below, the Participant will become vested in any Performance Vested RSUs only if the Participant remains in continuous status as a Service Provider through the completion of the TSR Performance Period and any RSUs granted hereby which do not satisfy the requirements to become Performance Vested RSUs as of the completion of the TSR Performance Period will automatically be cancelled and forfeited without payment of any consideration therefor, and the Participant shall have no further right to or interest in such RSUs. (b) Change in Control. Notwithstanding the foregoing, in the event that a Change in Control occurs prior to the completion of the TSR Performance Period and the Participant has not incurred a Termination of Service prior to such Change in Control, (i) with respect to any Performance Period that has been completed prior to the occurrence of such Change in Control, the Performance Vested RSUs earned by the Participant for such Performance Period, (ii) with respect to any Performance Period that has commenced but has not yet been completed as of the occurrence of such Change in Control, the greater of (A) the number of RSUs which would be Performance Vested RSUs (if any) assuming the completion of the Performance Period as of the date of the Change in Control (with such adjustments to the Company AFFO per Share and/or Company Same Warehouse NOI performance goals and/or calculations as the Administrator may determine to be appropriate to reflect the truncated performance period) and (B) the number of RSUs which would be Performance Vested RSUs if the target level of performance for the Company AFFO per Share RSUs and Company Same Warehouse NOI RSUs in accordance with Exhibit A attached hereto was achieved for such Performance Period, and (iii) with respect to any Performance Period that has not yet commenced as of the occurrence of such Change in Control, a number of RSUs equal to the number of RSUs which would be Performance vested RSUs if the target level of performance for the Company AFFO per Share RSUs and Company Same Warehouse NOI RSUs in accordance with Exhibit A was achieved for such Performance Period (collectively, such number of RSUs that are determined by the Administrator to be earned pursuant to the foregoing clauses (i) through (iii), the “CIC RSUs”), shall, immediately prior to such Change in Control, vest and cease to be subject to the Restrictions and shall be deemed to be Performance Vested RSUs. For the purposes of any determination made by Administrator for purposes of this Section 5(b) that requires the determination of the Relative TSR Modifier Percentage, such Relative TSR Modifier Percentage will be determined as of before the consummation of the Change in Control (but no later than the date of the Change in Control). Any RSUs that do not vest in accordance with the preceding sentence will automatically be cancelled and forfeited as of the date of the Change in Control without payment of any consideration therefor, and the Participant shall have no further right to or interest in such RSUs. 6. Effect of Termination of Service. (a) Termination of Service. Subject to Sections 6(b) and 6(c) below, in the event of the Participant’s Termination of Service for any reason, any and all Unvested RSUs as of the date of such Termination of Service (after taking into account any accelerated vesting that occurs in connection with such termination) will
7 automatically and without further action be cancelled and forfeited without payment of any consideration therefor, and the Participant shall have no further right to or interest in such Unvested RSUs. Except to the extent provided in Sections 6(b) and 6(c) below, no RSUs which have not vested as of the date of the Participant’s Termination of Service shall thereafter become vested. (b) Qualifying Termination Prior to Completion of TSR Performance Period. In the event that the Participant incurs a Qualifying Termination (i) prior to the completion of the TSR Performance Period, the RSUs shall remain outstanding and shall, upon the Administrator’s determinations under Section 5(a) following the TSR Performance Period, vest and cease to be subject to the Restrictions with respect to a number of RSUs equal to the number of RSUs which would have become Performance Vested RSUs (if any) had the Participant not incurred a Termination of Service, multiplied by a fraction, the numerator of which is the number of days elapsed from January 1, 2026 through and including the date of the Participant’s Qualifying Termination, and the denominator of which is 1096 (the “Qualifying Termination RSUs”), and such RSUs shall thereupon be deemed to be Performance Vested RSUs. Any RSUs that do not vest in accordance with the preceding sentence will automatically be cancelled and forfeited as of the date of the Administrator’s determination of the number of Qualifying Termination RSUs without payment of any consideration therefor, and the Participant shall have no further right to or interest in such RSUs. (c) Termination of Service Following Completion of TSR Performance Period. In the event that the Participant incurs a Qualifying Termination on or following the completion of the TSR Performance Period and prior to the Administrator’s determination under Section 5(a) above, the RSUs shall remain outstanding and shall, upon such determination by the Administrator, vest and cease to be subject to the Restrictions with respect to any RSUs that have become Performance Vested RSUs. Any RSUs that do not vest in accordance with the preceding sentence will automatically be cancelled and forfeited as of the date of the Administrator’s determination without payment of any consideration therefor, and the Participant shall have no further right to or interest in such RSUs. 7. Payment. Payments in respect of any RSUs that vest in accordance herewith shall be made to the Participant (or in the event of the Participant’s death, to his or her estate) in whole Shares, and any fractional Share will be rounded as determined by the Company. In no event shall the aggregate number of RSUs that vest or become payable hereunder exceed 200% of the total number of RSUs set forth in Section 1 of this Agreement. The Company shall make such payments within ten (10) days after such vesting date. 8. Determinations by Administrator. Notwithstanding anything contained herein, all determinations, interpretations and assumptions relating to the vesting of the RSUs (including, without limitation, determinations, interpretations and assumptions with respect to Company TSR Percentage and MSCI US REIT Index TSR Percentages) shall be made by the Administrator and shall be applied consistently and uniformly to all similar Awards granted under the Plan (including, without limitation, similar Awards of LTIP Units). In making such determinations, the Administrator may employ attorneys, consultants, accountants, appraisers, brokers, or other persons, and the Administrator, the Board, the Company, the Partnership and their officers and directors shall be entitled to rely upon the advice, opinions or valuations of any such persons. All actions taken and all interpretations and determinations made by the Administrator in good faith and absent manifest error shall be final and binding upon the Participant, the Company and all other interested persons. In addition, the Administrator, in its discretion, may adjust or modify the methodology for calculations relating to the vesting of the RSUs (including, without limitation, the methodology for calculating Company AFFO per Share, Company Same Warehouse NOI, Company TSR Percentage and MSCI US REIT Index TSR Percentages), other than the AFFO per Share Performance Vesting Percentage, Same Warehouse NOI Performance Vesting Percentage and Relative TSR Performance Modifier Percentage, as necessary or desirable to account for events affecting the value of the Common Stock which, in the discretion of the Administrator, are not considered indicative of Company performance, which may include events such as the issuance of new Common Stock, stock repurchases, stock splits, issuances and/or exercises of stock grants or stock options, and similar events, all in order to properly reflect the Company’s intent with respect to the
8 performance objectives underlying the RSUs or to prevent dilution or enlargement of the benefits or potential benefits intended to be made available with respect to the RSUs. 9. Restrictions on New RSUs or Shares. In the event that the RSUs or the Shares underlying the RSUs are changed into or exchanged for a different number or kind of securities of the Company or of another corporation or other entity by reason of merger, consolidation, recapitalization, reclassification, stock split, stock dividend or combination of shares, such new or additional or different securities which are issued upon conversion of or in exchange or substitution for RSUs or the Shares underlying the RSUs which are then subject to vesting shall be subject to the same vesting conditions as such RSUs or Shares, as applicable, unless the Administrator provides for the vesting of the RSUs or the Shares underlying the RSUs, as applicable. 10. Conditions to Issuance of Shares. Shares issued as payment for the RSUs will be issued out of the Company’s authorized but unissued Shares. Upon issuance, such Shares shall be fully paid and nonassessable. The Shares issued pursuant to this Agreement shall be held in book-entry form and no certificates shall be issued therefor. In addition to the other requirements set forth herein, the Shares issued as payment for the RSUs shall be issued only upon the fulfillment of all of the following conditions: (a) The admission of such Shares to listing on all stock exchanges on which such class of stock is then listed; (b) The completion of any registration or other qualification of such shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable; (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable; (d) The lapse of such reasonable period of time as the Administrator may from time to time establish for reasons of administrative convenience; and (e) The receipt by the Company of full payment for any applicable withholding or other employment tax or required payments with respect to any such Shares to the Company with respect to the issuance or vesting of such Shares. In the event that the Company delays a distribution or payment in settlement of RSUs because it reasonably determines that the issuance of Shares in settlement of RSUs will violate federal securities laws or other applicable law, such distribution or payment shall be made at the earliest date at which the Company reasonably determines that the making of such distribution or payment will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii). The Company shall not delay any payment if such delay will result in a violation of Section 409A of the Code. 11. Rights as Stockholder. Neither the Participant nor any person claiming under or through the Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until such Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to the Participant or any person claiming under or through the Participant. 12. Tax Withholding. The Company, the Partnership or any Subsidiary shall have the authority and the right to deduct or withhold, or require the Participant to remit to such entity, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Participant’s FICA obligation) required by law to be withheld with respect to the issuance, vesting or payment of the RSUs and the Dividend Equivalents. In satisfaction of the
9 foregoing requirement or in satisfaction of any additional tax withholding, the Company, the Partnership or any Subsidiary may, or the Administrator may in its discretion allow the Participant to elect to have the Company, the Partnership or any Subsidiary (as applicable), withhold Shares otherwise issuable under such award (or allow the return of Shares) having a fair market value equal to the sums required to be withheld. Notwithstanding any other provision of the Plan or this Agreement, the number of Shares which may be withheld with respect to the issuance, vesting or payment of the RSUs and the Dividend Equivalents in order to satisfy the Participant’s income and payroll tax liabilities with respect thereto shall be limited to the number of shares which have a fair market value on the date of withholding no greater than the aggregate amount of such liabilities based on the maximum individual statutory withholding rates in the applicable jurisdiction. 13. Remedies. The Participant shall be liable to the Company for all costs and damages, including incidental and consequential damages, resulting from a disposition of the RSUs which is in violation of the provisions of this Agreement. Without limiting the generality of the foregoing, the Participant agrees that the Company shall be entitled to obtain specific performance of the obligations of the Participant under this Agreement and immediate injunctive relief in the event any action or proceeding is brought in equity to enforce the same. The Participant will not urge as a defense that there is an adequate remedy at law. 14. Restrictions on Public Sale by the Participant. To the extent not inconsistent with applicable law, the Participant agrees not to effect any sale or distribution of the RSUs or the Shares underlying the RSUs or any similar security of the Company, or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 under the Securities Act, during the fourteen (14) days prior to, and during the up to 180-day period beginning on, the date of the pricing of any public or private debt or equity securities offering by the Company (except as part of such offering), if and to the extent requested in writing by the Company in the case of a non-underwritten public or private offering or if and to the extent requested in writing by the managing underwriter or underwriters (or initial purchaser or initial purchasers, as the case may be) and consented to by the Company, which consent may be given or withheld in the Company’s sole and absolute discretion, in the case of an underwritten public or private offering (such agreement to be in the form of a lock-up agreement provided by the Company, managing underwriter or underwriters, or initial purchaser or initial purchasers, as the case may be). 15. Conformity to Securities Laws. The Participant acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of all applicable federal and state laws, rules and regulations (including, but not limited to the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, including without limitation the applicable exemptive conditions of Rule 16b-3 of the Exchange Act) and to such approvals by any listing, regulatory or other governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the RSUs are granted, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan, this Agreement and the RSUs shall be deemed amended to the extent necessary to conform to such laws, rules and regulations. In addition to the terms and conditions provided herein, the Administrator may require that the Participant make such covenants, agreements, and representations with respect to the RSUs, Dividend Equivalents or Shares underlying the RSUs as the Administrator, in its sole discretion, deems advisable in order to comply with applicable laws, regulations, and/or requirements. 16. Code Section 409A. To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the effective date of this Agreement. Notwithstanding any provision of this Agreement to the contrary, in the event that following the effective date of this Agreement, the Company determines that the RSUs may be subject to Section 409A of the Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the effective date of this Agreement), the Company may adopt such amendments to this Agreement or
10 adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to (a) exempt the RSUs from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the RSUs, or (b) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance; provided, however, that this Section 16 shall not create any obligation on the part of the Company, the Partnership or any Subsidiary to adopt any such amendment, policy or procedure or take any such other action. For purposes of Section 409A of the Code, any right to a series of payments pursuant to this Agreement shall be treated as a right to a series of separate payments. 17. No Right to Continued Service. Nothing in this Agreement shall confer upon the Participant any right to continue as a Service Provider of the Company, the Partnership or any Subsidiary, or shall interfere with or restrict in any way the rights of the Company, the Partnership or any Subsidiary, which rights are hereby expressly reserved, to discharge the Participant at any time for any reason whatsoever, with or without cause. 18. Miscellaneous. (a) Incorporation of the Plan. This Agreement is made under and subject to and governed by all of the terms and conditions of the Plan. In the event of any discrepancy or inconsistency between this Agreement and the Plan, the terms and conditions of the Plan shall control. By signing this Agreement, the Participant confirms that he or she has received access to a copy of the Plan and has had an opportunity to review the contents thereof. (b) Clawback. This award, the RSUs and the Shares issuable with respect to the RSUs shall be subject to any clawback or recoupment policy currently in effect or as may be adopted by the Company, as may be amended from time to time, including, without limitation, the Company’s Policy for Recovery of Erroneously Awarded Compensation. (c) Successors and Assigns. Subject to the limitations set forth in this Agreement, this Agreement shall be binding upon, and inure to the benefit of, the executors, administrators, heirs, legal representatives, successors and assigns of the parties hereto, including, without limitation, any business entity that succeeds to the business of the Company. (d) Entire Agreement; Amendments and Waivers. This Agreement, together with the Plan, constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties. In the event that the provisions of such other agreement conflict or are inconsistent with the provisions of this Agreement, the provisions of this Agreement shall control. Except as set forth in Section 16 above, this Agreement may not be amended except in an instrument in writing signed on behalf of each of the parties hereto and approved by the Administrator. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. (e) Severability. If for any reason one or more of the provisions contained in this Agreement or in any other instrument referred to herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, then to the maximum extent permitted by law, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any other such instrument. (f) Titles. The titles, captions or headings of the Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.
11 (g) Counterparts. This Agreement may be executed in any number of counterparts, any of which may be executed and transmitted by facsimile (including, without limitation, transfer by .pdf), and each of which shall be deemed to be an original, but all of which together shall be deemed to be one and the same instrument. (h) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland applicable to contracts entered into and wholly to be performed within the State of Maryland by Maryland residents, without regard to any otherwise governing principles of conflicts of law that would choose the law of any state other than the State of Maryland. (i) Notices. Any notice to be given by the Participant under the terms of this Agreement shall be addressed to the Legal Department of the Company at the Company’s address set forth in Exhibit A attached hereto. Any notice to be given to the Participant shall be addressed to him or her at the Participant’s then current address on the books and records of the Company. By a notice given pursuant to this Section 18(i), either party may hereafter designate a different address for notices to be given to him or her. Any notice which is required to be given to the Participant shall, if the Participant is then deceased, be given to the Participant’s personal representative if such representative has previously informed the Company of his or her status and address by written notice under this Section 18(i) (and the Company shall be entitled to rely on any such notice provided to it that it in good faith believes to be true and correct, with no duty of inquiry). Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States mail by certified mail, with postage and fees prepaid, addressed as set forth above or upon confirmation of delivery by a nationally recognized overnight delivery service. [Signature Page Follows]
[Signature Page to Performance-Based Restricted Stock Unit Agreement] IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. LINEAGE, INC., a Maryland corporation By: __________________________________ Name: Title: The Participant hereby accepts and agrees to be bound by all of the terms and conditions of this Agreement. ____________________________ <PARTC_NAME>
A-1 Exhibit A Definitions and Notice Address Definitions: Capitalized terms not defined herein shall have the meanings set forth in the Performance-Based Restricted Stock Unit Agreement to which this Exhibit is attached. “AFFO per Share Performance Vesting Percentage” means a function of the Company AFFO per Share during the Performance Period, and shall be determined for each Performance Period as set forth below: For the First Performance Period, as follows: Company AFFO per Share AFFO per Share Performance Vesting Percentage 0% “Threshold Level” $ 50% “Target Level” $ 100% “Maximum Level” $ 200% For the Second Performance Period and the Third Performance Period, as applicable, the Company AFFO per Share Threshold Level, Target Level and Maximum Level targets shall be determined by the Administrator, and communicated to the Participant, as soon as reasonably practicable (but in no event more than ninety (90) days) following the completion of the Performance Period immediately preceding the commencement of the applicable Performance Period (e.g., for the Second Performance Period, such determination and communication will be made no later than March 31, 2027). In the event that the Company AFFO per Share during a Performance Period falls between the Threshold Level and the Target Level or between the Target Level and Maximum Level, the AFFO per Share Performance Vesting Percentage shall be determined using straight line linear interpolation between the AFFO per Share Performance Vesting Percentages specified above. “AFFO per Share RSUs” means an amount equal to (i) for the First Performance Period, <AFFO> RSUs, (ii) for the Second Performance Period, <AFFO> RSUs, and (iii) for the Third Performance Period, <AFFO> RSUs, which amount in each case equals approximately 20% of the RSUs. 5 “First Performance Period” means the period commencing on January 1, 2026 and ending on the earlier of December 31, 2026 and the consummation of a Change in Control. “Performance Period” means, as applicable, (i) the First Performance Period, (ii) the Second Performance Period and (iii) the Third Performance Period. 5 Note to Draft: To equal approximately 20% of the total target number of RSUs.
A-2 “Relative TSR Performance Modifier Percentage” means a function of the MSCI US REIT Index Relative Performance during the TSR Performance Period, and shall be determined as set forth below: MSCI US REIT Index Relative Performance Relative TSR Performance Modifier Percentage “Threshold Level” ≤ 25th Percentile 80% “Target Level” 50th Percentile 100% “Maximum Level” ≥ 75th Percentile 120% In the event that the MSCI US REIT Index Relative Performance during the TSR Performance Period falls between the Threshold Level and the Target Level or between the Target Level and Maximum Level, the Relative TSR Performance Modifier Percentage shall be determined using straight line linear interpolation between the Relative TSR Performance Modifier Percentages specified above. “Same Warehouse NOI RSUs” means an amount equal to (i) for the First Performance Period, <NOI> RSUs, (ii) for the Second Performance Period, <NOI> RSUs, and (iii) for the Third Performance Period, <NOI> RSUs, which amount in each case equals approximately 13.34% of the RSUs. “Same Warehouse NOI Performance Vesting Percentage” means a function of the Company Same Warehouse NOI during the Performance Period, and shall be determined for each Performance Period as set forth below: For the First Performance Period, as follows: Company Same Warehouse NOI Same Warehouse NOI Performance Vesting Percentage 0% “Threshold Level” $ 50% “Target Level” $ 100% “Maximum Level” $ 200% For the Second Performance Period and the Third Performance Period, as applicable, the Company Same Warehouse NOI Threshold Level, Target Level and Maximum Level targets shall be determined by the Administrator, and communicated to the Participant, as soon as reasonably practicable (but in no event more than ninety (90) days) following the completion of the Performance Period immediately preceding the commencement of the applicable Performance Period (e.g., for the Second Performance Period, such determination and communication will be made no later than March 31, 2027). In the event that the Company Same Warehouse NOI during a Performance Period falls between the Threshold Level and the Target Level or between the Target Level and Maximum Level, the Same Warehouse NOI Performance Vesting Percentage shall be determined using straight line linear interpolation between the Same Warehouse NOI Performance Vesting Percentages specified above.
A-3 “Second Performance Period” means the period commencing on January 1, 2027 and ending on the earlier of December 31, 2027 and the consummation of a Change in Control. “Third Performance Period” means the period commencing on January 1, 2028 and ending on the earlier of December 31, 2028 and the consummation of a Change in Control. “TSR Performance Period” means the period commencing on January 1, 2026 and ending on the earlier of December 31, 2028 and the consummation of a Change in Control. Company Address 46500 Humboldt Drive Novi, MI 48377
PERFORMANCE-BASED LTIP UNIT AGREEMENT This LTIP Unit Agreement (this “Agreement”), dated as of <GRANT_DT> (the “Grant Date”), is made by and between Lineage, Inc., a Maryland corporation (the “Company”), Lineage OP, LP, a Maryland limited partnership (the “Partnership”), and <PARTC_NAME> (the “Participant”). WHEREAS, the Company maintains the Amended and Restated Lineage 2024 Incentive Award Plan (as amended from time to time, the “Plan”); WHEREAS, the Company and the Partnership wish to carry out the Plan (the terms of which are hereby incorporated by reference and made a part of this Agreement); WHEREAS, Section 7.6 of the Plan provides for the issuance of LTIP Units to Eligible Individuals for the performance of services to or for the benefit of the Partnership in the Eligible Individual’s capacity as a partner of the Partnership; and WHEREAS, the Administrator, in its sole discretion, has determined that it would be to the advantage and in the best interest of the Company to issue the Award (as defined below) provided for herein to the Participant in recognition of the Participant’s service with the Company, the Partnership or any Subsidiary. NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows: 1. Issuance of Award. Pursuant to the Plan, in consideration of the Participant’s agreement to provide services to or for the benefit of the Partnership, the Partnership hereby (a) issues to the Participant an award of <LTIPS_GRANTED> LTIP Units (the “Award”) and (b) if not already a Partner, admits the Participant as a Partner of the Partnership on the terms and conditions set forth herein, in the Plan and in the Partnership Agreement. The Partnership and the Participant acknowledge and agree that the LTIP Units are hereby issued to the Participant for the performance of services to or for the benefit of the Partnership in his or her capacity as a Partner or in anticipation of the Participant becoming a Partner. Upon receipt of the Award, the Participant shall, automatically and without further action on his or her part, be deemed to be a party to, signatory of, and bound by the Partnership Agreement. At the request of the Partnership, the Participant shall execute the Partnership Agreement or a joinder or counterpart signature page thereto. The Participant acknowledges that the Partnership may from time to time issue or cancel (or otherwise modify) LTIP Units in accordance with the terms of the Partnership Agreement. The Award shall have the rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption and conversion set forth herein, in the Plan and in the Partnership Agreement. 2. Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan and/or Partnership Agreement, as applicable. (a) “AFFO per Share Base Units” means the number of Base Units for the Performance Period designated as AFFO per Share Base Units on Exhibit A attached hereto. (b) “AFFO per Share Performance Vesting Percentage” means the percentage determined as set forth on Exhibit A attached hereto, which is a function of the Company AFFO per Share during the Performance Period. (c) “AFFO per Share Vesting Eligible Base Units” means the product of (i) the total number of AFFO per Share Base Units for the Performance Period (or, in the event of a Qualifying Termination prior to the
2 completion of the Performance Period, Pro Rata AFFO per Share Base Units for the Performance Period), and (ii) the applicable AFFO per Share Performance Vesting Percentage. (d) “Base Units” means the number of LTIP Units designated as Base Units on Exhibit A attached hereto. (e) “Cause” means (A) “Cause” as defined in the Participant’s employment agreement or offer letter with the Company, the Partnership or any Subsidiary if such agreement exists and contains a definition of Cause, or (B) “Cause” as defined in the Executive Severance Plan if the Participant is a participant in the Executive Severance Plan. If no such employment agreement or offer letter exists or does not contain a definition of Cause and if the Participant is not a participant in the Executive Severance Plan, then “Cause” means (i) the Participant’s commission of and/or entry of a plea of guilty or nolo contendere to a felony or crime of moral turpitude, (ii) the Participant’s willful engaging in misconduct in the performance of the Participant’s duties for the Company or its Affiliates or any successor employer, (iii) the Participant’s material breach of any written agreement between the Participant and any such entity, (iv) the Participant’s willful refusal to comply with a lawful and direct order of the Participant’s supervisor after warning that such refusal will result in a for Cause termination, (v) the Participant’s breach of any duty owed to the Company or its Affiliates or any successor employer and failure to cure such breach within ten days following a request to cure the same (by way of example and not limitation, such breaches include fraud, embezzlement, or breach of any restrictive covenant) or (vi) the Participant’s engaging in any other act (including making a public statement) or failure to engage in any act, which the Company determines in good faith to be materially detrimental or damaging to the reputation, operations, finances, prospects or business relations of the Company or its Affiliates or which acts are the subject of any similar determination by a successor employer. The findings and decision of the Company with respect to any Cause determination will be final and binding for all purposes. (f) “Company AFFO per Share” means, with respect to the applicable period, “adjusted funds from operations per share”, “adjusted FFO per share” or “AFFO per share” of the Company and its Subsidiaries as defined or described in the Company’s applicable Securities and Exchange Commission filings or the Company’s applicable earnings releases. (g) “Company Same Warehouse NOI” means the Same Warehouse NOI for the Performance Period. (h) “Company Share Value” as of any given date, means the average of the closing trading prices of a Share on the principal exchange on which such shares are then listed over the period of twenty (20) consecutive trading days ending on such date; provided, however, that if a Change in Control occurs during the Performance Period, Company Share Value shall mean the price per Share paid by the acquiror in the Change in Control transaction or, to the extent that the consideration in the Change in Control transaction is paid in stock of the acquiror or its affiliates, then, unless otherwise determined by the Administrator, Company Share Value shall mean the value of the consideration paid per Share based on the average of the high and low trading prices of a share of such acquiror stock on the principal exchange on which such shares are then traded on the date on which a Change in Control occurs. (i) “Company TSR Percentage” means the growth rate, expressed as a percentage (rounded to the nearest tenth of a percent (0.1%)), in the Company Share Value during the Performance Period due to the appreciation in the Company Share Value plus dividends declared during the Performance Period, assuming dividends are reinvested in Common Stock on the ex-dividend date (at a price equal to the closing price of the Common Stock on the applicable ex-dividend date).
3 (j) “Disability” means a disability that qualifies or, had the Participant been a participant, would qualify the Participant to receive long-term disability payments under the Company’s group long-term disability insurance plan or program, as it may be amended from time to time. (k) “Distribution Amount” means an amount equal to the excess of (A) the value of all dividends paid by the Company with respect to the period commencing on the first day of the Performance Period and ending on the last day of the Performance Period in respect of that number of Shares equal to the number of LTIP Units that become Performance Vested Base Units (or, solely for purposes of Section 4(b) below, the number of CIC Base Units, and solely for purposes of Section 5(b) below, the number of Qualifying Termination Vested Base Units) as of the completion of the Performance Period, over (B) the amount of any distributions made by the Partnership to the Participant pursuant to Section 5.1 and Section 16.4 of the Partnership Agreement with respect to the period commencing on the first day of the Performance Period and ending on the last day of the Performance Period in respect of the LTIP Units, plus (or minus) the amount of gain (or loss) on such excess dividend amounts had they been reinvested in Common Stock on the date that they were paid (at a price equal to the closing price of the Common Stock on the applicable dividend payment date). (l) “Distribution Equivalent Units” means a number of LTIP Units equal to the quotient obtained by dividing (x) the Distribution Amount, by (y) the Company Share Value as of last day of the Performance Period. (m) “Executive Severance Plan” means the Lineage, Inc. Executive Severance Plan, as may be amended from time to time. (n) “Good Reason” means (i) “Good Reason” as defined in the Participant’s employment agreement or offer letter with the Company or a Subsidiary if the Participant is a party to such agreement or offer letter and such agreement or offer letter contains a definition of “Good Reason”, or (ii) “Good Reason” as defined in the Company’s Executive Severance Plan if the Participant is a participant in the Executive Severance Plan. For the avoidance of doubt, if no such employment agreement or offer letter exists or such employment agreement or offer letter does not contain a definition of Good Reason, and Participant is not a participant in the Executive Severance Plan, then, notwithstanding anything herein to the contrary, “Good Reason” shall not be applicable with respect to the LTIP Units granted hereunder (or with respect to any accelerated vesting that would otherwise occur in connection with a termination of employment for Good Reason). (o) “MSCI US REIT Index” means the MSCI US REIT Index, determined as follows: (i) the companies included in the MSCI US REIT Index shall be determined at the beginning of the Performance Period, excluding those entities that are bankrupt, listed on the pink sheets or not listed at all; (ii) any company emerging from bankruptcy shall not be tracked for purposes of the Performance Period; (iii) in the event that a company is acquired or taken private during the Performance Period, such company shall be excluded for the entire Performance Period; (iv) the beginning share price of any company that effectuates a stock split or recapitalization during the Performance Period shall be appropriately adjusted for the split or recapitalization; (v) in the event that two MSCI US REIT Index companies merge with each other, only the surviving entity shall be included; and (vi) in the event that a company merges with a company outside of the MSCI US REIT Index and does not remain in the MSCI US REIT Index following such merger, such company shall be excluded for the entire Performance Period. (p) “MSCI US REIT Index Relative Performance” means the Company TSR Percentage compared to the MSCI US REIT Index TSR Percentages of the companies in the MSCI US REIT Index, expressed as the Company’s percentile rank compared to the MSCI US REIT Index companies (excluding the Company). (q) “MSCI US REIT Index Share Value”, with respect to each company in the MSCI US REIT Index, means, as of any given date, the average of the closing trading prices of a share of common stock of
4 such company on the principal exchange on which such shares are then listed over the period of twenty (20) consecutive trading days ending on such date. (r) “MSCI US REIT Index TSR Percentage”, with respect to each company in the MSCI US REIT Index, means the growth rate, expressed as a percentage (rounded to the nearest tenth of a percent (0.1%)), of the MSCI US REIT Index Share Value of such company during the Performance Period, calculated in a manner consistent with Section 2(i) above from publicly available information; provided, however, that any company within the MSCI US REIT Index, as determined pursuant to the definition of MSCI US REIT Index above, that becomes bankrupt after the start of the Performance Period shall be assigned an MSCI US REIT Index TSR Percentage of - 100%. (s) “Performance Period” means the period set forth on Exhibit A attached hereto. (t) “Performance Vested Base Units” means the product of (A) sum of (1) the AFFO per Share Vesting Eligible Base Units earned by the Participant for the Performance Period, plus (2) the Same Warehouse NOI Vesting Eligible Base Units earned by the Participant for the Performance Period, and (B) the Relative TSR Performance Modifier Percentage; provided that in no event shall the number of Performance Vested Base Units exceed one-hundred percent (100%) of the number of Base Units set forth in Section 1 of this Agreement. (u) “Performance Vested Units” means (x) the Performance Vested Base Units, plus (y) the Distribution Equivalent Units. (v) “Pro Rata AFFO per Share Base Units” means, in the event of a Qualifying Termination prior to the completion of the Performance Period, the product of (x) the number of AFFO per Share Base Units, times (y) the Pro Ration Factor. (w) “Pro Rata Same Warehouse NOI Base Units” means, in the event of a Qualifying Termination prior to the completion of the Performance Period, the product of (x) the number of Same Warehouse NOI Base Units, times (y) the Pro Ration Factor. (x) “Pro Ration Factor” means, in the event of a Qualifying Termination prior to the completion of the Performance Period, the quotient obtained by dividing (x) the number of days elapsed from January 1, 2026 through and including the date of the Participant’s Qualifying Termination, by (y) 365. (y) “Qualifying Termination” means a Termination of Service by reason of (i) the Participant’s death, (ii) a termination by the Company or any Subsidiary due to the Participant’s Disability, (iii) a termination by the Company or any Subsidiary without Cause, (iv) the Participant’s Retirement, or (v) a termination by the Participant for Good Reason. (z) “Relative TSR Performance Modifier Percentage” means the percentage determined as set forth on Exhibit A attached hereto, which is a function of the MSCI US REIT Index Relative Performance during the Performance Period; provided that, if the Company TSR Percentage is negative, then in no event shall the Relative TSR Performance Modifier Percentage exceed one hundred percent (100%). (aa) “Restrictions” means the exposure to forfeiture set forth in Sections 4(a) and 5(a). (bb) “Retirement” means (i) “Retirement” as defined in the Participant’s employment agreement or offer letter with the Company or a Subsidiary if the Participant is a party to such agreement or offer letter and such agreement or offer letter contains a definition of “Retirement”, or (ii) “Retirement” as defined in the Company’s Executive Severance Plan if the Participant is a participant in the Executive Severance Plan. If no such employment agreement or offer letter exists or does not contain a definition of Retirement and if the Participant is
5 not a participant in the Executive Severance Plan, then “Retirement” means the Participant’s voluntary retirement as an employee of the Company or any Subsidiary on or after the date on which the Participant has (a) attained at least sixty (60) years of age and (b) completed at least ten (10) years of service with the Company or any Subsidiary; provided that the Participant has provided the Company or such Subsidiary with at least six (6) months’ advance written notice of the Participant’s retirement. For avoidance of doubt, if the Participant’s employment with the Company and its Subsidiaries terminates for any reason during such notice period, such termination shall not be deemed to have occurred by reason of the Participant’s Retirement for purposes of the LTIP Units. (cc) “Same Warehouse NOI” means, with respect to the applicable period, the Company’s “same warehouse NOI” or “same warehouse net operating income” as defined or described in the Management’s Discussion and Analysis section of the Company’s applicable Securities and Exchange Commission filings. (dd) “Same Warehouse NOI Base Units” means the number of Base Units designated as Same Warehouse NOI Base Units for the Performance Period on Exhibit A attached hereto. (ee) “Same Warehouse NOI Performance Vesting Percentage” means the percentage determined as set forth on Exhibit A attached hereto, which is a function of the Company Same Warehouse NOI during the Performance Period. (ff) “Same Warehouse NOI Vesting Eligible Base Units” means the product of (i) the total number of Same Warehouse NOI Base Units for the Performance Period (or, in the event of a Qualifying Termination prior to the completion of the Performance Period, Pro Rata Same Warehouse NOI Base Units for the Performance Period), and (ii) the applicable Same Warehouse NOI Performance Vesting Percentage. (gg) “Same Warehouse Pool” means, with respect to the applicable period, the “same warehouse pool” of the Company and its Subsidiaries as defined or described in the Management’s Discussion and Analysis section of the Company’s applicable Securities and Exchange Commission filings or in the Company’s applicable earnings releases. (hh) “Service Provider” means an Employee, Consultant or member of the Board, as applicable. (ii) “Unvested Unit” means any LTIP Unit that has not vested pursuant to Section 4 or Section 5 hereof and remains subject to the Restrictions. 3. LTIP Units Subject to the Plan and Partnership Agreement; Transfer Restrictions. (a) The Award and the LTIP Units are subject to the terms of the Plan and the terms of the Partnership Agreement, including, without limitation, the restrictions on transfer of Units (including, without limitation, LTIP Units) set forth in Article 11 and Section 16.6 of the Partnership Agreement. Any permitted transferee of the Award or LTIP Units shall take such Award or LTIP Units subject to the terms of the Plan, this Agreement, and the Partnership Agreement. Any such permitted transferee must, upon the request of the Partnership, agree to be bound by the Plan, the Partnership Agreement, and this Agreement, and shall execute the same on request, and must agree to such other waivers, limitations, and restrictions as the Partnership or the Company may reasonably require. Any Transfer of the Award or LTIP Units which is not made in compliance with the Plan, the Partnership Agreement and this Agreement shall be null and void and of no effect. (b) Without the consent of the Administrator (which it may give or withhold in its sole discretion), the Participant shall not Transfer any unvested LTIP Units or any portion of the Award attributable to such unvested LTIP Units (or any securities into which such unvested LTIP Units are converted or exchanged), other than by will or pursuant to the laws of descent and distribution (the “Transfer Restrictions”); provided,
6 however, that the Transfer Restrictions shall not apply to any Transfer of unvested LTIP Units or of the Award to the Partnership or the Company. 4. Vesting. (a) Performance Vesting. As soon as reasonably practicable (but in no event more than sixty (60) days) following the completion of the Performance Period (or in the event the Performance Period ends on the date of a Change in Control, before the consummation of the Change in Control), the Administrator shall determine the Company AFFO per Share, the AFFO per Share Performance Vesting Percentage, the Company Same Warehouse NOI, the Same Warehouse NOI Performance Vesting Percentage, the Company TSR Percentage, the MSCI US REIT Index TSR Percentages, the MSCI US REIT Index Relative Performance, the Relative TSR Performance Modifier Percentage, the number of Distribution Equivalent Units, and the number of LTIP Units granted hereby that have become AFFO per Share Vesting Eligible Base Units, Same Warehouse NOI Vesting Eligible Base Units, Performance Vested Base Units and Performance Vested Units, in each case as of the completion of the Performance Period. Subject to Sections 4(b) and 5(b) below, upon such determination by the Administrator following the completion of the Performance Period, such Performance Vested Units shall vest and cease to be subject to the Restrictions, subject to the Participant’s continued status as a Service Provider through such vesting date. For the avoidance of doubt, except as contemplated by Section 5(b) or Section 5(c) below, the Participant will become vested in any Performance Vested Units only if the Participant remains in continuous status as a Service Provider through the completion of the Performance Period and any LTIP Units granted hereby which do not satisfy the requirements to become Performance Vested Units as of the completion of the Performance Period will automatically be cancelled and forfeited without payment of any consideration therefor, and the Participant shall have no further right to or interest in such LTIP Units. (b) Change in Control. Notwithstanding the foregoing, in the event that a Change in Control occurs prior to the completion of the Performance Period and the Participant has not incurred a Termination of Service prior to such Change in Control, a number of LTIP Units equal to (i) the greater of (A) the number of LTIP Units which would be Performance Vested Base Units (if any) assuming the completion of the Performance Period as of the date of the Change in Control (with such adjustments to the Company AFFO per Share and/or Company Same Warehouse NOI performance goals and/or calculations as the Administrator may determine to be appropriate to reflect the truncated performance period) and (B) the number of LTIP Units which would be Performance Vested Base Units if the target level of performance for the Company AFFO per Share Units and Company Same Warehouse NOI Units in accordance with Exhibit A attached hereto was achieved for such Performance Period (such number of Base Units, the “CIC Base Units”) plus (ii) the Distribution Equivalent Units (calculated with respect to the CIC Base Units), shall, immediately prior to such Change in Control, vest and cease to be subject to the Restrictions and shall be deemed to be Performance Vested Units. For the purposes of any determination made by Administrator for purposes of this Section 4(b) that requires the determination of the Relative TSR Modifier Percentage, such Relative TSR Modifier Percentage will be determined as of before the consummation of the Change in Control (but no later than the date of the Change in Control). Any LTIP Units that do not vest in accordance with the preceding sentence will automatically be cancelled and forfeited as of the date of the Change in Control without payment of any consideration therefor, and the Participant shall have no further right to or interest in such LTIP Units. 5. Effect of Termination of Service. (a) Termination of Service. Subject to Sections 5(b) and 5(c) below, in the event of the Participant’s Termination of Service for any reason, any and all Unvested Units as of the date of such Termination of Service (after taking into account any accelerated vesting that occurs in connection with such termination), including any AFFO per Share Base Units that are not Pro Rata AFFO per Share Base Units and any Same Warehouse NOI Base Units that are not Pro Rata Same Warehouse NOI Base Units, will automatically and without further action be cancelled and forfeited without payment of any consideration therefor, and the Participant shall
7 have no further right to or interest in such Unvested Units. Except to the extent provided in Sections 5(b) and 5(c) below, no LTIP Units which have not vested as of the date of the Participant’s Termination of Service shall thereafter become vested. (b) Qualifying Termination Prior to Completion of the Performance Period. In the event that the Participant incurs a Qualifying Termination prior to the completion of the Performance Period, the Pro Rata AFFO per Share Base Units, the Pro Rata Same Warehouse NOI Base Units and the Distribution Equivalent Units shall remain outstanding and, upon the Administrator’s determinations under Section 4(a) following the Performance Period, (i) the Performance Vested Base Units in respect of the (A) the AFFO per Share Vesting Eligible Base Units, (B) the Same Warehouse NOI Vesting Eligible Base Units (collectively, the “Qualifying Termination Vested Base Units”), and (ii) the Distribution Equivalent Units (calculated with respect to the Qualifying Termination Vested Base Units) shall vest and cease to be subject to the Restrictions and shall thereupon be deemed to be Performance Vested Units. Any LTIP Units that do not vest in accordance with the preceding sentence will automatically be cancelled and forfeited as of the date of the Administrator’s determination of the number of Qualifying Termination Vested Base Units without payment of any consideration therefor, and the Participant shall have no further right to or interest in such LTIP Units. (c) Termination of Service Following Completion of the Performance Period. In the event that the Participant incurs a Qualifying Termination on or following the completion of the Performance Period and prior to the Administrator’s determination under Section 4(a) above, the LTIP Units shall remain outstanding and shall, upon such determination by the Administrator, vest and cease to be subject to the Restrictions with respect to a number of LTIP Units equal to the sum of (A) any Base Units that have become Performance Vested Base Units, plus (B) the Distribution Equivalent Units (calculated with respect to such Performance Vested Base Units). Any LTIP Units that do not vest in accordance with the preceding sentence will automatically be cancelled and forfeited as of the date of the Administrator’s determination without payment of any consideration therefor, and the Participant shall have no further right to or interest in such LTIP Units. 6. Execution and Return of Documents and Certificates. At the Company’s or the Partnership’s request, the Participant hereby agrees to promptly execute, deliver and return to the Partnership any and all documents or certificates that the Company or the Partnership deems necessary or desirable to effectuate the cancellation and forfeiture of the Unvested Units and the portion of the Award attributable to the Unvested Units, or to effectuate the transfer or surrender of such Unvested Units and portion of the Award to the Partnership. 7. Covenants, Representations and Warranties. In addition to the terms and conditions provided herein, the Administrator may require that the Participant make such covenants, agreements, and representations with respect to the Award and the LTIP Units as the Administrator, in its sole discretion, deems advisable in order to comply with applicable laws, regulations, and/or requirements. Without limiting the generality of the foregoing, the Participant hereby represents, warrants, covenants, acknowledges and agrees on behalf of the Participant and his or her spouse, if applicable, that: (a) Investment. The Participant is holding the Award and the LTIP Units for the Participant’s own account, and not for the account of any other Person. The Participant is holding the Award and the LTIP Units for investment and not with a view to distribution or resale thereof except in compliance with applicable laws regulating securities. (b) Relation to the Partnership. The Participant is presently an executive officer and employee of, or consultant to, the Partnership, or is otherwise providing services to or for the benefit of the Partnership, and in such capacity has become personally familiar with the business of the Partnership.
8 (c) Access to Information. The Participant has had the opportunity to ask questions of, and to receive answers from, the Partnership with respect to the terms and conditions of the transactions contemplated hereby and with respect to the business, affairs, financial conditions, and results of operations of the Partnership. (d) Registration. The Participant understands that the LTIP Units have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and the LTIP Units cannot be transferred by the Participant unless such transfer is registered under the Securities Act or an exemption from such registration is available. The Partnership has made no agreements, covenants or undertakings whatsoever to register the transfer of the LTIP Units under the Securities Act. The Partnership has made no representations, warranties, or covenants whatsoever as to whether any exemption from the Securities Act, including, without limitation, any exemption for limited sales in routine brokers’ transactions pursuant to Rule 144 of the Securities Act, will be available. If an exemption under Rule 144 is available at all, it will not be available until at least six (6) months from issuance of the Award and then not unless the terms and conditions of Rule 144 have been satisfied. (e) Public Trading. None of the Partnership’s securities are presently publicly traded, and the Partnership has made no representations, covenants or agreements as to whether there will be a public market for any of its securities. (f) Tax Advice. Neither the Company nor the Partnership has made any warranties or representations to the Participant with respect to the income tax consequences of the transactions contemplated by this Agreement (including, without limitation, with respect to the decision of whether to make an election under Section 83(b) of the Code), and the Participant is in no manner relying on the Company, the Partnership or any of their representatives for an assessment of such tax consequences. The Participant is advised to consult with his or her own tax advisor with respect to the tax consequences of owning and disposing of the LTIP Units. 8. Determinations by Administrator. Notwithstanding anything contained herein, all determinations, interpretations and assumptions relating to the vesting of the Award (including, without limitation, determinations, interpretations and assumptions with respect to Company TSR Percentage and MSCI US REIT Index TSR Percentages) shall be made by the Administrator and shall be applied consistently and uniformly to all similar Awards granted under the Plan. In making such determinations, the Administrator may employ attorneys, consultants, accountants, appraisers, brokers, or other persons, and the Administrator, the Board, the Company, the Partnership and their officers and directors shall be entitled to rely upon the advice, opinions or valuations of any such persons. All actions taken and all interpretations and determinations made by the Administrator in good faith and absent manifest error shall be final and binding upon the Participant, the Company and all other interested persons. 9. Capital Account. The Participant shall make no contribution of capital to the Partnership in connection with the Award and, as a result, the Participant’s Capital Account balance in the Partnership immediately after his or her receipt of the LTIP Units shall be equal to zero, unless the Participant was a Partner in the Partnership prior to such issuance, in which case the Participant’s Capital Account balance shall not be increased as a result of his or her receipt of the LTIP Units. 10. Redemption Rights. Notwithstanding anything to the contrary in the Partnership Agreement, Partnership Units which are acquired upon the conversion of the LTIP Units shall not, without the consent of the Partnership (which may be given or withheld in its sole discretion), be redeemed pursuant to Sections 15.1 and 16.7 of the Partnership Agreement within two (2) years following the date of the issuance of such LTIP Units. 11. Section 83(b) Election. The Participant covenants that the Participant shall make a timely election under Section 83(b) of the Code (and any comparable election in the state of the Participant’s residence) with respect to the LTIP Units covered by the Award, and the Partnership hereby consents to the making of such election(s). In connection with such election, the Participant and the Participant’s spouse, if applicable, shall promptly provide a
9 copy of such election to the Partnership. The Participant represents that the Participant has consulted any tax advisor(s) that the Participant deems advisable in connection with the filing of an election under Section 83(b) of the Code and similar state tax provisions. The Participant acknowledges that it is the Participant’s sole responsibility and not the Company’s or the Partnership’s to timely file an election under Section 83(b) of the Code (and any comparable state election), even if the Participant requests that the Company, the Partnership or any representative of the Company or the Partnership make such filing on the Participant’s behalf. The Participant should consult his or her tax advisor to determine if there is a comparable election to file in the state of his or her residence. 12. Ownership Information. The Participant hereby covenants that so long as the Participant holds any LTIP Units, at the request of the Partnership, the Participant shall disclose to the Partnership in writing such information relating to the Participant’s ownership of the LTIP Units as the Partnership reasonably believes to be necessary or desirable to ascertain in order to comply with the Code or the requirements of any other appropriate taxing authority. 13. Taxes. The Partnership and the Participant intend that (i) the LTIP Units be treated as a “profits interest” as defined in Internal Revenue Service Revenue Procedure 93-27, as clarified by Revenue Procedure 2001- 43, (ii) the issuance and the vesting of the LTIP Units shall not be taxable events to the Partnership or the Participant as provided in such revenue procedure, and (iii) the Partnership Agreement, the Plan and this Agreement be interpreted consistently with such intent. In furtherance of such intent, effective immediately prior to the issuance of the LTIP Units, the Partnership may revalue all Partnership assets to their respective gross fair market values, and make the resulting adjustments to the “Capital Accounts” (as defined in the Partnership Agreement) of the Partners, in each case as set forth in the Partnership Agreement. The Company, the Partnership or any Subsidiary may withhold from the Participant’s wages, or require the Participant to pay to such entity, any applicable withholding or employment taxes resulting from the issuance of the Award hereunder, from the vesting or lapse of any restrictions imposed on the Award, or from the ownership or disposition of the LTIP Units. 14. Remedies. The Participant shall be liable to the Partnership for all costs and damages, including incidental and consequential damages, resulting from a disposition of the Award or the LTIP Units which is in violation of the provisions of this Agreement. Without limiting the generality of the foregoing, the Participant agrees that the Partnership shall be entitled to obtain specific performance of the obligations of the Participant under this Agreement and immediate injunctive relief in the event any action or proceeding is brought in equity to enforce the same. The Participant will not urge as a defense that there is an adequate remedy at law. 15. Restrictions on Public Sale by the Participant. To the extent not inconsistent with applicable law, the Participant agrees not to effect any sale or distribution of the LTIP Units or any similar security of the Company or the Partnership, or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 under the Securities Act, during the fourteen (14) days prior to, and during the up to 180- day period beginning on, the date of the pricing of any public or private debt or equity securities offering by the Company or the Partnership (except as part of such offering), if and to the extent requested in writing by the Partnership or the Company in the case of a non-underwritten public or private offering or if and to the extent requested in writing by the managing underwriter or underwriters (or initial purchaser or initial purchasers, as the case may be) and consented to by the Partnership or the Company, which consent may be given or withheld in the Partnership’s or the Company’s sole and absolute discretion, in the case of an underwritten public or private offering (such agreement to be in the form of a lock-up agreement provided by the Company, the Partnership, managing underwriter or underwriters, or initial purchaser or initial purchasers, as the case may be). 16. Conformity to Securities Laws. The Participant acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of all applicable federal and state laws, rules and regulations (including, but not limited to the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, including without limitation the applicable exemptive conditions of Rule 16b-3 of the Exchange Act) and to such approvals by any listing, regulatory
10 or other governmental authority as may, in the opinion of counsel for the Partnership or the Company, be necessary or advisable in connection therewith. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Award of LTIP Units is made, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan, this Agreement and the Award shall be deemed amended to the extent necessary to conform to such laws, rules and regulations. 17. Code Section 409A. To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the effective date of this Agreement. Notwithstanding any provision of this Agreement to the contrary, in the event that following the effective date of this Agreement, the Company or the Partnership determines that the Award may be subject to Section 409A of the Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the effective date of this Agreement), the Company or the Partnership may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company or the Partnership determines are necessary or appropriate to (a) exempt the Award from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (b) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance; provided, however, that this Section 17 shall not create any obligation on the part of the Company, the Partnership or any Subsidiary to adopt any such amendment, policy or procedure or take any such other action. For purposes of Section 409A of the Code, any right to a series of payments pursuant to this Agreement shall be treated as a right to a series of separate payments. 18. No Right to Continued Service. Nothing in this Agreement shall confer upon the Participant any right to continue as a Service Provider of the Company, the Partnership or any Subsidiary, or shall interfere with or restrict in any way the rights of the Company, the Partnership or any Subsidiary, which rights are hereby expressly reserved, to discharge the Participant at any time for any reason whatsoever, with or without cause. 19. Miscellaneous. (a) Incorporation of the Plan. This Agreement is made under and subject to and governed by all of the terms and conditions of the Plan. In the event of any discrepancy or inconsistency between this Agreement and the Plan, the terms and conditions of the Plan shall control. By signing this Agreement, the Participant confirms that he or she has received access to a copy of the Plan and has had an opportunity to review the contents thereof. (b) Clawback. This Award and the LTIP Units issuable hereunder, and any Partnership Common Units or Shares or other cash or property received with respect to the LTIP Units, shall be subject to any clawback or recoupment policy currently in effect or as may be adopted by the Company or the Partnership, in each case as may be amended from time to time, including, without limitation, the Company’s Policy for Recovery of Erroneously Awarded Compensation. (c) Successors and Assigns. Subject to the limitations set forth in this Agreement, this Agreement shall be binding upon, and inure to the benefit of, the executors, administrators, heirs, legal representatives, successors and assigns of the parties hereto, including, without limitation, any business entity that succeeds to the business of the Company or the Partnership. (d) Entire Agreement; Amendments and Waivers. This Agreement, together with the Plan and the Partnership Agreement, constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties. In the event that the provisions of such other agreement conflict or are inconsistent with the provisions of this Agreement, the provisions of this Agreement shall control. Except as set forth in Section 17 above, this Agreement may not be amended except in an instrument in writing signed on behalf of each of the parties hereto
11 and approved by the Administrator. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. (e) Survival of Representations and Warranties. The representations, warranties and covenants contained in Section 7 hereof shall survive the later of the date of execution and delivery of this Agreement or the issuance of the Award. (f) Severability. If for any reason one or more of the provisions contained in this Agreement or in any other instrument referred to herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, then to the maximum extent permitted by law, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any other such instrument. (g) Titles. The titles, captions or headings of the Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. (h) Counterparts. This Agreement may be executed in any number of counterparts, any of which may be executed and transmitted by facsimile (including, without limitation, transfer by .pdf), and each of which shall be deemed to be an original, but all of which together shall be deemed to be one and the same instrument. (i) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland applicable to contracts entered into and wholly to be performed within the State of Maryland by Maryland residents, without regard to any otherwise governing principles of conflicts of law that would choose the law of any state other than the State of Maryland. (j) Notices. Any notice to be given by the Participant under the terms of this Agreement shall be addressed to the Legal Department of the Company at the Company’s address set forth in Exhibit A attached hereto. Any notice to be given to the Participant shall be addressed to him or her at the Participant’s then current address on the books and records of the Company. By a notice given pursuant to this Section 19(j), either party may hereafter designate a different address for notices to be given to him or her. Any notice which is required to be given to the Participant shall, if the Participant is then deceased, be given to the Participant’s personal representative if such representative has previously informed the Company of his or her status and address by written notice under this Section 19(j) (and the Company shall be entitled to rely on any such notice provided to it that it in good faith believes to be true and correct, with no duty of inquiry). Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States mail by certified mail, with postage and fees prepaid, addressed as set forth above or upon confirmation of delivery by a nationally recognized overnight delivery service. (k) Spousal Consent. As a condition to the Partnership’s, the Company’s and their Subsidiaries’ obligations under this Agreement, the spouse of the Participant, if any, shall execute and deliver to the Partnership the Consent of Spouse attached hereto as Exhibit B. (l) Fractional Units. For purposes of this Agreement, any fractional LTIP Units that vest or become entitled to distributions pursuant to the Partnership Agreement will be rounded as determined by the Company or the Partnership; provided, however, that in no event shall such rounding cause the aggregate number of LTIP Units that vest or become entitled to such distributions to exceed the total number of LTIP Units set forth in Section 1 of this Agreement. [Signature Page Follows]
[Signature Page to Performance-Based LTIP Unit Agreement] IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. LINEAGE, INC., a Maryland corporation By: __________________________________ Name: Title: LINEAGE OP, LP, a Maryland limited partnership By: Lineage, Inc. Its: General Partner By: __________________________________ Name: Title The Participant hereby accepts and agrees to be bound by all of the terms and conditions of this Agreement. ____________________________ <PARTC_NAME>
A-1 Exhibit A Definitions and Notice Address Definitions: Capitalized terms not defined herein shall have the meanings set forth in the Performance-Based LTIP Unit Agreement to which this Exhibit is attached. “AFFO per Share Performance Vesting Percentage” means a function of the Company AFFO per Share during the Performance Period, and shall be determined for the Performance Period as set forth below: Company AFFO per Share AFFO per Share Performance Vesting Percentage 0% “Threshold Level” $ 25% “Target Level” $ 50% “Maximum Level” $ 100% In the event that the Company AFFO per Share during the Performance Period falls between the Threshold Level and the Target Level or between the Target Level and Maximum Level, the AFFO per Share Performance Vesting Percentage shall be determined using straight line linear interpolation between the AFFO per Share Performance Vesting Percentages specified above. “AFFO per Share Base Units” means, for the Performance Period, an amount equal to <AFFO> Base Units, which amount equals 60% of the Base Units.1 “Base Units” means <TOTAL BASE> LTIP Units.2 “Performance Period” means the period commencing on January 1, 2026 and ending on the earlier of December 31, 2026 and the consummation of a Change in Control. “Relative TSR Performance Modifier Percentage” means a function of the MSCI US REIT Index Relative Performance during the Performance Period, and shall be determined as set forth below: MSCI US REIT Index Relative Performance Relative TSR Performance Modifier Percentage “Threshold Level” ≤ 25th Percentile 80% “Target Level” 50th Percentile 100% 1 Note to Draft: To equal 60% of the total maximum number of Base Units. 2 Note to Draft: To equal maximum number of Base Units.
A-2 “Maximum Level” ≥ 75th Percentile 120% In the event that the MSCI US REIT Index Relative Performance during the Performance Period falls between the Threshold Level and the Target Level or between the Target Level and Maximum Level, the Relative TSR Performance Modifier Percentage shall be determined using straight line linear interpolation between the Relative TSR Performance Modifier Percentages specified above. “Same Warehouse NOI Base Units” means, for the Performance Period, an amount equal to <NOI> Base Units, which amount equals 40% of the Base Units.3 “Same Warehouse NOI Performance Vesting Percentage” means a function of the Company Same Warehouse NOI during the Performance Period, and shall be determined for the Performance Period as set forth below: Company Same Warehouse NOI Same Warehouse NOI Performance Vesting Percentage 0% “Threshold Level” $ 25% “Target Level” $ 50% “Maximum Level” $ 100% In the event that the Company Same Warehouse NOI during the Performance Period falls between the Threshold Level and the Target Level or between the Target Level and Maximum Level, the Same Warehouse NOI Performance Vesting Percentage shall be determined using straight line linear interpolation between the Same Warehouse NOI Performance Vesting Percentages specified above. Company Address 46500 Humboldt Drive Novi, MI 48377 3 Note to Draft: To equal 40% of the total maximum number of Base Units.
B-1 Exhibit B CONSENT OF SPOUSE I, ____________________, spouse of [_____], have read and approve the foregoing Performance-Based LTIP Unit Agreement (the “Agreement”) and all exhibits thereto, the Partnership Agreement and the Plan (each as defined in the Agreement). In consideration of the granting to my spouse of the LTIP Units of Lineage OP, LP (the “Partnership”) as set forth in the Agreement, I hereby appoint my spouse as my attorney-in-fact in respect to the exercise of any rights and taking of all actions under the Agreement and all exhibits thereto and agree to be bound by the provisions of the Agreement and all exhibits thereto insofar as I may have any rights in said Agreement or any exhibits thereto or any securities issued pursuant thereto under the community property laws or similar laws relating to marital property in effect in the state of our residence as of the date of the signing of the foregoing Agreement and exhibits thereto or otherwise. I understand that this Consent of Spouse may not be altered, amended, modified or revoked other than by a writing signed by me, the Partnership and Lineage, Inc. Grant Date: <GRANT_DT> By: ________________________________ Print name:__________________________ Dated: ___________________ Control: <AWARD_USER_DEFINED_1> If applicable, you must print, complete and return this Consent of Spouse to Andrew Wright at andwright@onelineage.com. Please only print and return this page.
US-DOCS\168825189.2 FIRST AMENDMENT TO TRANSITION SERVICES AGREEMENT This First Amendment to Transition Services Agreement (this “Amendment”), is entered into as of May 4, 2026 but effective as of July 1, 2026 (the “Amendment Effective Date”), by and between Lineage Logistics Holdings, LLC, a Delaware limited liability company (the “Company”), and Bay Grove Management Company, LLC, a Delaware limited liability company (“Bay Grove”). The Company and Bay Grove are each referred to herein individually as a “Party” and, collectively, as the “Parties.” Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to them in the Agreement. RECITALS: A. Pursuant to that certain Transition Services Agreement dated as of July 24, 2024 (the “Agreement”), the Company engaged Bay Grove to perform Transition Services as more particularly set forth in the Agreement. B. Certain employees of Bay Grove are being employed by the Company’s subsidiary during the term of the Agreement. C. In connection with such employee transitions, the Parties desire to reduce the Annual Fee payable under the Agreement and to set forth certain acknowledgements and mutual indemnification obligations with respect to employee compensation matters. D. The Parties desire to amend the Agreement, but only upon the terms and conditions set forth in this Amendment. AGREEMENT: NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual covenants and agreements contained in this Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1. Fees. The first sentence of Section 3(a) of the Agreement is hereby amended and restated in its entity as set forth below: “In consideration of the performance of the Transition Services contemplated by Section 2(a) hereof, the Company agrees to pay to Bay Grove (or its designee) a non-refundable and non-cancelable annual fee (the “Annual Fee”) for a period of three years until the third anniversary of the Closing as follows: (i) for the period from the Closing through June 30, 2026, the Annual Fee shall accrue at a rate of $8,000,000 per annum; and (ii) for the period from the Amendment Effective Date through the third anniversary of the Closing, the Annual Fee shall accrue at a rate of $6,800,000 per annum.” 2. Employee Compensation Acknowledgements. Each of Bay Grove and the Company hereby acknowledges and agrees that (a) Bay Grove shall be solely responsible for one hundred percent (100%) of its compensation, benefits and perquisites obligations (as applicable)
2 to or in respect of its employees relating to their employment with Bay Grove, including any salary, bonus, severance, compensation guarantees, equity linked awards, or other compensation for services, any employer taxes imposed with respect to any such compensation or benefits obligations, and the withholding of any taxes with respect thereto (collectively, “Compensation Obligations”), including for any employees that have employment positions with both Bay Grove and the Company’s subsidiary, and (b) the Company’s subsidiary shall be solely responsible for one hundred percent (100%) of its Compensation Obligations to or in respect of its employees relating to their employment with the Company’ subsidiary, including for any employees that have employment positions with both Bay Grove and the Company’s subsidiary. For the avoidance of doubt, (i) neither Party shall have any obligation to pay, contribute to, or otherwise be responsible for any Compensation Obligation(s) of other Party to or in respect any of such other Party’s employees arising in connection with employment with the other Party, regardless of whether such employees have employment positions with both Parties, and (ii) the Parties acknowledge and agree that, with respect to employees who are employed by both Bay Grove and the Company’s subsidiary, such employment with both Parties shall not constitute a violation or breach of any exclusivity or similar obligation owed by such employee to either such Party. 3. Mutual Indemnification for Employee Compensation Claims. (a) Notwithstanding anything to the contrary in Section 9 of the Agreement, the Company agrees, and agrees to cause each subsidiary of the Company to jointly and severally indemnify, defend, exonerate and hold harmless, to the fullest extent permitted by applicable law, the Bay Grove Related Parties from and against any and all actions, causes of action, suits, proceedings, claims or threatened claims, liabilities, losses, damages, costs and expenses (including, without limitation reasonable and documented attorneys’, accountants’ and consultants’ fees, expenses and disbursements), arising out of, incurred in connection with or as a result of, or in any way relating to, any Compensation Obligations of the Company’s subsidiary to or in respect of any of its employees arising in connection with employment with the Company’s subsidiary, including any employees that have or had employment positions with both Bay Grove and the Company’s subsidiary, and any claims arising under or in connection with the Company’s subsidiary’s employment of any such employees. (b) Bay Grove agrees to indemnify, defend, exonerate and hold harmless, to the fullest extent permitted by applicable law, the Company and each of its subsidiaries, and their respective former, current or future partners, members, stockholders, affiliates, associates, officers, directors, employees, controlling persons, agents and representatives (collectively, the “Company Related Parties”), from and against any and all actions, causes of action, suits, proceedings, claims or threatened claims, liabilities, losses, damages, costs and expenses (including, without limitation, reasonable and documented attorneys’, accountants’ and consultants’ fees, expenses and disbursements), arising out of, incurred in connection with or as a result of, or in any way relating to, Compensation Obligations of Bay Grove to or in respect of any of its employees arising in connection with employment with Bay Grove, including any employees that have or had employment positions with both Bay Grove and the Company’s subsidiary, and any claims arising under or in connection with Bay Grove’s employment of any such employees.
3 (c) The indemnification obligations set forth in this Section 3 shall survive the termination of the Agreement and this Amendment, and shall be in addition to, and not in limitation of, any other indemnification obligations set forth in the Agreement. 4. Effect of Amendment. Except to the extent modified by this Amendment, the Agreement remains in full force and effect. If any provisions of this Amendment contradict or are inconsistent with any provision of the Agreement, then the provisions of this Amendment shall prevail. 5. Counterparts; Electronic Signatures and Effectiveness. This Amendment may be executed in two or more counterparts, and by different Parties on separate counterparts. Each set of counterparts showing execution by all Parties shall be deemed an original, and shall constitute one and the same instrument. The words “execution,” “signed,” “signature,” and words of like import in this Amendment shall include images of manually executed signatures transmitted by electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper- based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. [Signature pages to follow]
[Signature Page to First Amendment to Transition Services Agreement] IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed and delivered by their duly authorized officers or agents as of the date first referenced above. BAY GROVE MANAGEMENT COMPANY, LLC By: /s/ Adam Forste Name: Adam Forste Title: Authorized Person LINEAGE LOGISTICS HOLDINGS, LLC By: Lineage OP, LP Its: Managing Member By: Lineage, Inc. Its: General Partner By: /s/ Robb LeMasters Name: Robb LeMasters Title: Chief Financial Officer
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(a) AND RULE 15d-14(a) OF THE EXCHANGE ACT,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Greg Lehmkuhl, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Lineage, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
Exhibit 31.1
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: 5/6/2026
By: /s/ Greg Lehmkuhl
Greg Lehmkuhl
President and Chief Executive Officer
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a) AND RULE 15d-14(a) OF THE EXCHANGE ACT,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Robb LeMasters, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Lineage, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
Exhibit 31.2
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: 5/6/2026
By: /s/ Robb LeMasters
Robb LeMasters
Chief Financial Officer
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with this Quarterly Report on Form 10-Q of Lineage, Inc. (the “Company”) for the period ended March 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Greg Lehmkuhl, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
1.The Report fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: 5/6/2026
By: /s/ Greg Lehmkuhl
Greg Lehmkuhl
President and Chief Executive Officer
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with this Quarterly Report on Form 10-Q of Lineage, Inc. (the “Company”) for the period ended March 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robb LeMasters, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
1.The Report fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: 5/6/2026
By: /s/ Robb LeMasters
Robb LeMasters
Chief Financial Officer