Lineage, Inc S-4/A, filed Jan 15, 2026

Lineage, Inc. (LINE)

S-4/A 2026-01-15

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	Lineage, Inc.
	Large accelerated filer ☐			Accelerated filer ☐
	Non-accelerated filer ☒			Smaller reporting company ☐
	Emerging growth company ☐
	Lineage OP, LP
	Large accelerated filer ☐			Accelerated filer ☐
	Non-accelerated filer ☒			Smaller reporting company ☐
	Emerging growth company ☐

	Page
DEFINITIONS		ii
WHERE YOU CAN FIND ADDITIONAL INFORMATION; INCORPORATION BY REFERENCE		iii
FORWARD-LOOKING STATEMENTS		v
NON-GAAP FINANCIAL MEASURES		vi
SUMMARY		1
RISK FACTORS		21
USE OF PROCEEDS		37
DESCRIPTION OF OTHER INDEBTEDNESS		38
THE EXCHANGE OFFER		40
DESCRIPTION OF USD EXCHANGE NOTES		53
DESCRIPTION OF EURO EXCHANGE NOTES		78
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS		101
CERTAIN MATERIAL DUTCH TAX CONSIDERATIONS		103
CERTAIN AUSTRALIAN, CANADIAN AND DUTCH TAX CONSIDERATIONS RELATING TO THE GUARANTEES		105
PLAN OF DISTRIBUTION		108
LEGAL MATTERS		109
EXPERTS		109
CERTAIN INSOLVENCY AND ENFORCEABILITY CONSIDERATIONS		110

	Nine Months Ended September 30,						Year Ended December 31,
(in millions)	2025			2024			2024			2023			2022
Operating Data:
Net revenues		$	4,019		$	4,001		$	5,340		$	5,342		$	4,928
Total global warehousing segment revenue			2,927			2,907			3,887			3,857			3,432
Net income (loss)			(119)			(671)			(751)			(96)			(76)
Total segment NOI(1)			1,301			1,330			1,765			1,752			1,455
Global warehousing segment NOI(2)			1,111			1,152			1,534			1,508			1,221
Global integrated solutions segment NOI(2)			190			178			231			244			234

	As of September 30,			As of December 31,
(in millions)	2025			2024			2023
Balance Sheet Data:
Cash, cash equivalents, and restricted cash		$	75		$	175		$	71
Total assets			19,197			18,661			18,871
Long term debt, net			5,925			4,906			8,958
Stockholders’ equity			8,383			8,638			5,051

	Nine Months Ended September 30,						Year Ended December 31,
(in millions)	2025			2024			2024			2023			2022
Other Data:
FFO(1)		$	167		$	(385)		$	(364)		$	249		$	229
Core FFO(1)			331			184			331			416			400
Adjusted FFO(1)			651			492			705			562			552
EBITDAre(1)			757			302			486			1,147			954
Adjusted EBITDA(1)			971			994			1,329			1,278			1,074

	Nine Months Ended September 30						Year Ended December 31,
(in millions)	2025			2024			2024			2023			2022
Net income (loss)		$	(119)		$	(671)		$	(751)		$	(96)		$	(76)
Adjustments:
Depreciation and amortization expense			666			640			876			760			678
Interest expense, net			195			369			430			490			347
Income tax expense (benefit)			12			(48)			(89)			(14)			6
EBITDA		$	754		$	290		$	466		$	1,140		$	955
Adjustments:
Net loss (gain) on sale of real estate assets			3			5			10			8			4
Impairment of real estate assets			—			9			11			2			—
Allocation of EBITDAre of noncontrolling interests			—			(2)			(1)			(3)			(5)
EBITDAre		$	757		$	302		$	486		$	1,147		$	954
Adjustments:
Net (gain) loss on sale of non-real estate assets			(3)			(2)			(1)			2			5
Other nonoperating (income) expense, net			56			(1)			1			19			(2)
Acquisition, restructuring and other			79			496			542			73			71
Technology transformation			17			15			22			—			—
(Gain) loss on property destruction			(47)			(4)			(51)			—			—
(Gain) loss on foreign currency transactions, net			(36)			(5)			25			(4)			24
Stock-based compensation expense and related employer- paid payroll taxes			108			171			215			26			17
(Gain) loss on extinguishment of debt			3			13			17			—			(2)
Non-real estate impairment			2			—			—			—			—
Impairment of goodwill and other intangible assets			29			—			63			7			—
Allocation related to unconsolidated JVs			7			9			11			8			7
Allocation adjustments of noncontrolling interests			(1)			—			(1)			—			—
Adjusted EBITDA		$	971		$	994		$	1,329		$	1,278		$	1,074

	Aggregate Principal Amount at Issuance			Maturity Date	Stated Interest Rate(1)		Balance as of September 30, 2025
Series A Senior Notes		$	300	August 20, 2026		2.22%		$	300
Series B Senior Notes		$	375	August 20, 2028		2.52%			375
Series C Senior Notes		€	128	August 20, 2026		0.89%			150
Series D Senior Notes		€	251	August 20, 2031		1.26%			294
Series E Senior Notes		£	145	August 20, 2026		1.98%			195
Series F Senior Notes		£	130	August 20, 2028		2.13%			175
Series G Senior Notes		€	80	August 20, 2027		3.33%			93
Series H Senior Notes		€	110	August 20, 2029		3.54%			129
Series I Senior Notes		€	50	August 20, 2032		3.74%			59
Total Senior Unsecured Notes								$	1,770

	Exhibit Number			Description
	3.1			Articles of Amendment and Restatement of Lineage Inc. (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 (File No. 333-280997), filed on July 25, 2024).
	3.2			Amended and Restated Bylaws of Lineage, Inc. (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-8 (File No. 333-280997), filed on July 25, 2024).
	3.3			Agreement of Limited Partnership of Lineage OP, LP (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-42191), filed on July 26, 2024).
	3.4			Unit Designation – Legacy units of Lineage OP, LP (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-42191), filed on July 26, 2024).

	Exhibit Number			Description
	3.5			Tenth Amended and Restated Operating Agreement of Lineage Logistics Holdings, LLC (incorporated by reference to Exhibit 10. 1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-42191), filed on November 5, 2025.
	3.6*			Articles of Association of Lineage Europe Finco B.V.
	4.1			Indenture, dated as of June 17, 2025, among Lineage OP, LP, Lineage, Inc. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-42191), filed on June 17, 2025).
	4.2			First Supplemental Indenture, dated as of June 17, 2025, among Lineage OP, LP, Lineage, Inc., the other guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, including a form of 5.250% Senior Note due 2030 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K (File No. 001-42191), filed on June 17, 2025).
	4.3*			Second Supplemental Indenture, dated as of November 26, 2025, among Lineage OP, LP, Lineage Europe Finco B.V. and U.S. Bank Trust Company, National Association, as trustee.
	4.4			Indenture, dated as of November 26, 2025, among Lineage Europe Finco B.V., Lineage, Inc., Lineage OP, LP and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-42191), filed on December 2, 2025).
	4.5			First Supplemental Indenture, dated as of November 26, 2025, among Lineage Europe Finco B.V., Lineage, Inc., Lineage OP, LP, the other guarantors party thereto, U.S. Bank Trust Company, National Association, as trustee, registrar and transfer agent, and U.S. Bank Europe DAC, as paying agent, including a form of 4.125% Senior Notes due 2031 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K (File No. 001-42191), filed on December 2, 2025).
	5.1*			Opinion of Latham & Watkins LLP.
	5.2*			Opinion of Venable LLP.
	5.3*			Opinion of Snell & Wilmer L.L.P.
	5.4*			Opinion of Johnson Winter Slattery.
	5.5*			Opinion of McCarthy Tétrault LLP.
	5.6*			Opinion of NautaDutilh N.V.
	10.1†			Form of Restrictive Covenants Agreement between Lineage, Inc. and each of Adam Forste and Kevin Marchetti (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-11 (File No. 333-280470), filed on June 26, 2024).
	10.2†			Amended and Restated 2024 Incentive Award Plan (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-11 (File No. 333-280470), filed on June 26, 2024)
	10.3†			Form of Performance LTIP Unit Agreement (Amended and Restated 2024 Incentive Award Plan) (incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-11 (File No. 333-280470), filed on July 16, 2024).
	10.4†			Form of Time-Based LTIP Unit Agreement (Amended and Restated 2024 Incentive Award Plan) (incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement on Form S-11 (File No. 333-280470), filed on June 26, 2024).
	10.5†			Form of Performance RSU Agreement (Amended and Restated 2024 Incentive Award Plan) (incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-11 (File No. 333-280470), filed on July 16, 2024).
	10.6†			Form of Time-Based RSU Agreement (Amended and Restated 2024 Incentive Award Plan) (incorporated by reference to Exhibit 10.15 to the Company’s Registration Statement on Form S-11 (File No. 333-280470), filed on June 26, 2024).

	Exhibit Number			Description
	10.7†			Form of Stock Payment Agreement (Amended and Restated 2024 Incentive Award Plan) (incorporated by reference to Exhibit 10.16 to the Company’s Registration Statement on Form S-11 (File No. 333-280470), filed on June 26, 2024).
	10.8†			Director Form of Time-Based RSU Agreement (Amended and Restated 2024 Incentive Award Plan) (incorporated by reference to Exhibit 10.17 to the Company’s Registration Statement on Form S-11 (File No. 333-280470), filed on June 26, 2024).
	10.9†			Form of Indemnification Agreement between Lineage, Inc. and each of its directors and executive officers (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-11 (File No. 333-280470), filed on June 26, 2024).
	10.10			Transition Services Agreement, dated July 24, 2024, between Lineage Logistics Holdings, LLC and Bay Grove Management Company, LLC (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 001-42191), filed on July 26, 2024),
	10.11			Stockholders Agreement, dated July 24, 2024, among Lineage, Inc. and the investors party thereto (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (File No. 001-42191), filed on July 26, 2024).
	10.12			Registration Rights Agreement, dated July 24, 2024, between Lineage, Inc. and BG Lineage Holdings, LLC (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K (File No. 001-42191), filed on July 26, 2024).
	10.13			Registration Rights Agreement, dated July 24, 2024, among Lineage, Inc., Adam Forste, Kevin Marchetti and the other holders party thereto (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K (File No. 001-42191), filed on July 26, 2024).
	10.14			Put Option Agreement, dated July 24, 2024, among Lineage, Inc., Lineage OP, LP, Lineage Logistics Holdings, LLC and BG Lineage Holdings, LLC (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K (File No. 001-42191), filed on July 26, 2024).
	10.15			Expense Reimbursement and Indemnification Agreement, dated July 24, 2024 (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K (File No. 001-42191), filed on July 26, 2024).
	10.16			Amended and Restated Revolving Credit and Term Loan Agreement, dated as of February 15, 2024, among Lineage Logistics Holdings, LLC, Lineage OP, LLC, Lineage, Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the other agents and lenders named therein (incorporated by reference to Exhibit 10.32 to the Company’s Registration Statement on Form S-11 (File No. 333-280470), filed on June 26, 2024).
	10.17			First Amendment to Amended and Restated Revolving Credit and Term Loan Agreement, dated as of June 25, 2024, among Lineage Logistics, LLC, Lineage Logistics Holdings, LLC, Lineage OP, LLC, Lineage, Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the other agents and lenders named therein (incorporated by reference to Exhibit 10.40 to the Company’s Registration Statement on Form S-11 (File No. 333-280470), filed on July 16, 2024).
	10.18*			Second Amendment to Amended and Restated Revolving Credit and Term Loan Agreement, dated as of November 26, 2025, among Lineage Logistics, LLC, Lineage Logistics Holdings, LLC, Lineage OP, LLC, Lineage, Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the other agents and lenders named therein.
	10.19			Note Purchase Agreement, dated as of August 20, 2021, among Lineage Logistics, LLC, Lineage Treasury Europe B.V., Lineage Logistics Holdings, LLC, each Obligor Affiliate named therein and each of the Purchasers named therein (incorporated by reference to Exhibit 10.35 to the Company’s Registration Statement on Form S-11 (File No. 333-280470), filed on June 26, 2024).

	Exhibit Number			Description
	10.20			First Amendment to Note Purchase Agreement, dated as of September 9, 2022, among Lineage Logistics, LLC, Lineage Treasury Europe B.V., Lineage Logistics Holdings, LLC, each Obligor Affiliate named therein and each of the Purchasers named therein (incorporated by reference to Exhibit 10.36 to the Company’s Registration Statement on Form S-11 (File No. 333-280470), filed on June 26, 2024).
	10.21			Second Amendment, Joinder Agreement and Release dated as of September 19, 2024 to Note Purchase Agreement dated as of August 20, 2021 among the Company, Lineage Logistics, LLC, Lineage Treasury Europe B.V., Lineage Logistics Holdings, LLC, each other Obligor Affiliate signatory thereto and the Purchasers signatory thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-42191), filed on September 23, 2024).
	10.22			Note Purchase Agreement, dated as of August 15, 2022, among Lineage Logistics, LLC, Lineage Treasury Europe B.V., Lineage Logistics Holdings, LLC, each Obligor Affiliate named therein and each of the Purchasers named therein (incorporated by reference to Exhibit 10.37 to the Company’s Registration Statement on Form S-11 (File No. 333-280470), filed on June 26, 2024).
	10.23			First Amendment, Joinder Agreement and Release dated as of September 19, 2024 to Note Purchase Agreement dated as of August 15, 2022 among the Company, Lineage Logistics, LLC, Lineage Treasury Europe B.V., Lineage Logistics Holdings, LLC, each other Obligor Affiliate signatory thereto and the Purchasers signatory thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-42191), filed on September 23, 2024).
	10.24†			International Long-Term Assignment Letter, dated December 10, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-42191), filed on December 11, 2024)
	10.25†			Non-Employee Director Compensation Program.
	10.26†			Second Amended and Restated Employment Agreement by and between Lineage, Inc., Lineage Logistics Services, LLC, Lineage Logistics Holdings, LLC and Greg Lehmkuhl (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-42191), filed on April 21, 2025).
	10.27†			Second Amended and Restated Employment Agreement by and between Lineage, Inc., Lineage Logistics Services, LLC, Lineage Logistics Holdings, LLC and Rob Crisci (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-42191), filed on April 21, 2025).
	10.28†			Amended and Restated Lineage, Inc. Executive Severance Plan (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-42191), filed on April 21, 2025)
	10.29†			Form of 2025 Bonus Program Performance RSU Agreement (Amended and Restated 2024 Incentive Award Plan) (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q (File No. 001-42191), filed April 30, 2025).
	10.30†			Form of 2025 Performance LTIP Unit Agreement (Amended and Restated 2024 Incentive Award Plan) (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q (File No. 001-42191), filed April 30, 2025).
	10.31†			Form of 2025 Performance RSU Agreement (Amended and Restated 2024 Incentive Award Plan) (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q (File No. 001-42191), filed April 30, 2025).
	10.32			Registration Rights Agreement, dated as of June 17, 2025, among Lineage OP, LP, Lineage, Inc., the other guarantors party thereto and J.P. Morgan Securities LLC, BofA Securities, Inc., Wells Fargo Securities, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-42191), filed on June 17, 2025).

	Exhibit Number			Description
	10.33†			Letter Agreement, dated October 17, 2025, by and between Robb LeMasters and Lineage, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-42191), filed on October 20, 2025).
	10.34†			Transition Agreement between Rob Crisci and Lineage Logistics Holdings, LLC (incorporated by reference to Exhibit 10. 2 to the Company’s Current Report on Form 10-Q (File No. 001-42191), filed on November 5, 2025).
	10.35			Registration Rights Agreement, dated as of November 26, 2025, among Lineage Europe Finco B.V., Lineage, Inc., Lineage OP, LP, the other guarantors party thereto and Wells Fargo Securities International Limited, J.P. Morgan Securities plc and BofA Securities Europe SA (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-42191), filed on December 2, 2025).
	21.1*			List of subsidiaries of Lineage, Inc.
	22.1*			List of Subsidiary Guarantors.
	23.1*			Consent of Latham & Watkins LLP (included in Exhibit 5.1).
	23.2*			Consent of Venable LLP (included in Exhibit 5.2).
	23.3*			Consent of Snell & Wilmer L.L.P. (included in Exhibit 5.3).
	23.4*			Consent of Johnson Winter Slattery (included in Exhibit 5.4).
	23.5*			Consent of McCarthy Tétrault LLP (included in Exhibit 5.5).
	23.6*			Consent of NautaDutilh N.V. (included in Exhibit 5.6).
	23.7			Consent of KPMG LLP, independent registered public accounting firm.
	24.1*			Powers of Attorney (incorporated by reference to the signature page hereto).
	25.1*			Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of U.S. Bank Trust Company, National Association, as trustee under the indentures filed as Exhibit 4.1 and Exhibit 4.4 above.
	99.1*			Form of Letter of Transmittal
	99.2*			Form of Notice of Guaranteed Delivery
	107.1*			Filing Fee Table.

SIGNATURE	TITLE	DATE
* Greg Lehmkuhl	President, Chief Executive Officer and Director (Principal Executive Officer)	January 15, 2026
/s/ Robb LeMasters Robb LeMasters	Chief Financial Officer (Principal Financial Officer)	January 15, 2026
* Abigail Fleming	Chief Accounting Officer (Principal Accounting Officer)	January 15, 2026
* Adam Forste	Co-Executive Chairman	January 15, 2026
* Kevin Marchetti	Co-Executive Chairman	January 15, 2026
* Shellye Archambeau	Director	January 15, 2026
* John Carrafiell	Director	January 15, 2026
* Joy Falotico	Director	January 15, 2026
* Luke Taylor	Director	January 15, 2026
* Michael Turner	Director	January 15, 2026
* Lynn Wentworth	Director	January 15, 2026
* James Wyper	Director	January 15, 2026
*By: /s/ Robb LeMasters Robb LeMasters Attorney-in-fact

Eligible Director:	$	120,000

Lead Independent Director:	$	50,000

Chair of Audit Committee:	$	30,000
Chair of Talent and Compensation Committee:	$	25,000
Chair of Nominating and Corporate Governance Committee:	$	20,000
Chair of Investment Committee:	$	25,000
Chair of Other Committees (excluding the Equity Award Committee):	$	25,000

Non-Chair Audit Committee Member:	$	15,000
Non-Chair Talent and Compensation Committee Member:	$	12,500
Non-Chair Nominating and Corporate Governance Committee Member:	$	10,000
Non-Chair Investment Committee Member:	$	10,000
Non-Chair Committee Member of Other Committees:	$	10,000
(excluding the Equity Award Committee)