Americold Realty Trust: Form 10-Q for the period ended Mar 31, 2026

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q. 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. Factors that could cause such differences include, but are not limited to, those identified below and those described in Part I of this Quarterly Report on Form 10-Q under "Cautionary Statement Regarding Forward-Looking Statements", and "Risk Factors” in Item 1A of Part I of our 2025 Annual Report on Form 10-K.

Management’s Overview

Americold Realty Trust, Inc. together with its subsidiaries (“ART”, “Americold”, the “Company”, “us” or “we”) is a Maryland corporation that operates as a real estate investment trust (“REIT”) for U.S. federal income tax purposes. Americold is a global leader in temperature-controlled logistics and real estate, supporting the safe, efficient movement of food worldwide. We connect producers, processors, distributors, and retailers. Leveraging deep industry expertise, advanced technology, and sustainable practices, Americold delivers reliable cold storage and transportation solutions that create lasting value for customers and communities. As of March 31, 2026, the Company operated 224 warehouses globally, totaling approximately 1.4 billion cubic feet, with 179 warehouses in North America, 23 warehouses in Europe, 20 warehouses in Asia-Pacific, and 2 warehouses in South America.

As of March 31, 2026, our business includes two primary business segments: Warehouse and Transportation. We also have a minority interest in one joint venture: RSA Cold Holdings Limited (the “RSA joint venture”), which operates 2 temperature-controlled warehouses in Dubai.

Segment Reorganization

During the three months ended March 31, 2026, the Company revised the operating segment information regularly provided to the Company's Chief Operating Decision Maker (the “CODM”) to combine the Warehouse and the former Third-party managed operating segments. As a result of this change, the Company now has two reportable operating segments: Warehouse and Transportation. All prior period comparative financial information has been recast to reflect the revised segment structure. See Note 10 - Segment Information for additional information of the Company's reportable segments.

Business Strategy

Our strategy is focused on disciplined execution, capital efficiency, and proactive asset management to enhance operating and financial performance, increase cash flows from operations, and create long-term stockholder value. We leverage the scale, density, and flexibility of our global temperature-controlled warehouse network to support customers across the cold chain, drive organic growth within our existing portfolio, and optimize physical and economic utilization. As an owner and operator of specialized cold-storage real estate, we actively manage our portfolio to maintain financial flexibility, support evolving customer requirements, and create value through selective development and portfolio optimization. We continue to emphasize operational excellence, cost discipline, and service reliability, supported by standardized processes and ongoing technology investments. While food remains our primary end market, our facilities also support adjacent temperature-sensitive categories and, where appropriate, non-temperature-sensitive goods. We believe these strategies position us to benefit from continued customer outsourcing, e-commerce growth, and evolving distribution models.

Key Factors Affecting Our Business and Financial Results

Project Orion

In February 2023, the Company announced Project Orion (“Project Orion”), a multi‑year transformation initiative focused on modernizing technology platforms and business processes to support future growth and operational efficiency. Project Orion includes the implementation of a new cloud‑based enterprise resource planning (“ERP”) system (“Orion – Oracle”) and other transformation initiatives (“Orion – Transformation”). The Orion – Oracle implementation is substantially complete, with the exception of deployment in Europe. The Company recognized $5.9 million and $11.5 million in total costs related to Project Orion during the three months ended March 31, 2026 and 2025, respectively.

Massillon Acquisition

On March 18, 2026, the Company completed the acquisition of Massillon (the “Massillon acquisition”), a previously leased warehouse facility located in Massillon, Ohio, for total consideration of $18.7 million. The Company purchased the property for investment purposes, intending to hold it for rental income and capital appreciation.

Significant Risks and Uncertainties

Certain industry and macroeconomic conditions have affected the operating environment for cold storage providers. These include increased speculative development, which has intensified competition and pricing dynamics, as well as inflationary and regulatory factors that have influenced consumer spending patterns and, indirectly, demand from food producers and retailers. To the extent these conditions impact operating performance over time, they may cause us to adjust our assumptions and estimates of future cash flows and fair value and increase the risk of impairment of certain long-lived assets.

For a more robust discussion of risks associated with the Company and its operating results, see “Risk Factors” in the Company’s 2025 Annual Report on Form 10-K.

Seasonality

We provide services to food producers, distributors, retailers, and e-tailers whose businesses, in some cases, are seasonal or cyclical. To help mitigate revenue and earnings volatility associated with seasonality, we have implemented fixed-commitment contracts with certain customers, under which customers pay for guaranteed warehouse space to maintain required inventory levels, particularly during periods of peak physical occupancy.

Historically, on a portfolio-wide basis, physical occupancy rates have generally been lowest during May and June and have typically increased thereafter as a result of annual harvests and customer inventory build in advance of end-of-year holidays, with occupancy often peaking between mid-September and early December. Higher-than-average occupancy levels in October or November have historically resulted in higher revenues. However, these historical seasonal patterns are not always indicative of current or future results, and in recent periods, challenging demand conditions and other factors impacting the business have resulted in occupancy levels and revenue trends that are not aligned with typical seasonal expectations.

Seasonality is mitigated, in part, by the diversity of our customer base and product mix, as peak demand for various products occurs at different times of the year (for example, demand for ice cream is typically highest in the summer, while demand for frozen turkeys usually peaks in the late fall). In addition, our southern hemisphere operations in Australia, New Zealand, and South America help balance seasonal impacts across our global portfolio, as growing and harvesting cycles in those regions are complementary to those in North America and Europe. Each of our warehouses establishes operating hours based on customer demand, which varies by location and over time.

Financial Trends and Uncertainties

Management believes that recent and future operating results may continue to be impacted by broader macroeconomic conditions, including consumer spending conservatism, persistent inflationary pressures, tariff-related uncertainty, and reductions in government-sponsored benefits. These factors have collectively influenced purchasing behavior, which in turn affect our customers’ production volumes and the corresponding demand for our temperature-controlled storage and handling services. The cold storage industry has also experienced increased speculative capacity, particularly in key distribution markets, which has increased competition. Management believes these trends are reasonably likely to continue to impact future results; however, despite these headwinds, we remain focused on disciplined cost control, delivering high-quality customer service, and investing in areas of the business that offer the greatest long-term value.

How We Assess the Performance of Our Business

Segment Contribution Net Operating Income (“NOI”)

We evaluate the performance of our primary business segments based on their NOI contribution to our overall results of operations which aligns with how our decision makers evaluate performance.

• Warehouse segment contribution NOI is calculated as Warehouse segment revenues less its cost of operations excluding any Depreciation and amortization, corporate-level Selling, general, and administrative expense, corporate-level Transactions, strategic initiatives and other costs, net, Net gain from sale of real estate, and all components of Other (expense) income.
• Warehouse rent and storage contribution NOI is calculated as warehouse rent and storage revenues less power and other facilities costs.
• Warehouse services contribution NOI is calculated as warehouse services revenues less labor and other service costs.
• Transportation segment contribution NOI is calculated as Transportation segment revenues less its cost of operations excluding any Depreciation and amortization, corporate-level Selling, general, and administrative expense, corporate-level Transactions, strategic initiatives and other costs, net, Net gain from sale of real estate, and all components of Other (expense) income.
• Contribution NOI margin for each of these operations is calculated as the applicable contribution NOI measure divided by the applicable revenue measure.

Segment NOI and NOI margin contribution metrics help investors understand revenues, costs, and earnings among service types. These NOI contribution measures are supplemental and are not measurements of financial performance under U.S. GAAP. We provide reconciliations of these measures to the most directly comparable U.S. GAAP measures in the results of operations sections below.

Same Store Analysis

We believe that same store metrics are key performance indicators commonly used in the real estate industry. Evaluating the performance of our real estate portfolio on a same store basis allows investors to evaluate performance in a way that is consistent period to period. We define our “same store” population once annually at the beginning of the current calendar year. Our population includes properties owned or leased for the entirety of two comparable periods with at least twelve consecutive months of 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, expansion, or significant modification (e.g., rehabilitation subsequent to a natural disaster). Acquired properties are included in the “same store” population if owned by us as of the first business day of the prior calendar year (e.g. January 1, 2025) and are still owned by us as of the end of the current reporting period, unless the property is under development. The “same store” pool is also adjusted to remove properties that are being exited (e.g. non-renewal of warehouse lease or held for sale to third parties), were sold, or entered development subsequent to the beginning of the current calendar year. Changes in ownership structure (e.g., purchase of a previously leased warehouse) does not result in a facility being excluded from the same store population, as management believes that actively managing its real estate is normal course of operations. Additionally, management classifies new developments (both conventional and automated facilities) as a component of the same store pool once the facility is considered fully operational and both inbounding and outbounding product for at least twelve consecutive months prior to January 1 of the current calendar year.

For all same store properties (as defined above), we calculate “same store contribution NOI”, “same store rent and storage contribution NOI”, “same store services contribution NOI”, and the related margins in the same manner as described above. To ensure comparability in our period-to-period operating results, we also calculate same store contribution NOI measures on a constant currency basis, removing the impact of foreign exchange rate fluctuations by using prior period exchange rates to translate current period results into US dollars. These metrics isolate the operating performance of a consistent set of properties and thus eliminates the effects of changes in portfolio composition and currency fluctuations.

The following table shows the number of same store and non-same store warehouses in our portfolio as of March 31, 2026.

(1) Sites are removed from the site count if the executive leadership team has approved the exit and the site is vacant as of period end or if the site is held for sale.

(2) Beginning with the period ended March 31, 2026, the Company's former Third-Party Managed reportable segment is included under the Warehouse reportable segment. The Company's Third-Party Managed sites are included within the same store warehouse pool.

(3) As of March 31, 2026, the non-same store facility count consists of: 6 sites that are in the recently completed expansion and development phase, 1 facility that we purchased in 2025, 1 recently leased warehouse in Australia, and 1 site that is temporarily idle. As of March 31, 2026, there are 3 sites in the development and expansion phase that will be added to the non-same store pool when operations commence.

Same store financial metrics are not a measurement of financial performance under U.S. GAAP. In addition, other companies providing temperature-controlled warehouse storage and handling and other warehouse services may not define same store or calculate same store financial metrics in a manner consistent with our definitions and calculations. Same store financial measures should be considered as a supplement, but not as an alternative, to our results calculated in accordance with U.S. GAAP. We provide reconciliations of these measures to the most directly comparable U.S. GAAP measures in the discussions of our comparative results of operations below.

Physical Occupancy of our Warehouses

We define average physical occupied pallets as the average number of physically occupied pallet positions in our warehouses for the applicable period.

Physical occupancy percentage is calculated by dividing the average number of physically occupied pallets by the estimated average of total 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. On a warehouse by warehouse basis, rack space generally ranges from three to four feet depending upon the type of facility and the nature of the customer goods stored therein. The number of our pallet positions is reviewed and updated quarterly, taking into account changes in racking configurations and room utilization.

Economic Occupancy of our Warehouses

We define average economic occupied pallets as the sum of the average number of physically occupied pallets and otherwise contractually committed pallets for a given period, without duplication.

Economic occupancy percentage is calculated by dividing the average economic occupied pallets by the estimated average of total physical pallet positions in our warehouses, regardless of whether they are occupied, for the applicable period.

Economic occupancy is a key driver of our financial results as it mitigates the impact of seasonal changes on physical occupancy and ensures our customers have the necessary space to support their business needs.

Throughput at our Warehouses

The level and nature of throughput at our warehouses significantly impacts our warehouse services revenues. Throughput refers to the volume of pallets entering and exiting our warehouses, with higher levels of throughput driving warehouse services revenues. The nature of throughput can be influenced by various factors including product turnover and shifts in consumer demand. Food manufacturers’ production levels are influenced by market conditions, consumer demand, labor availability, supply chain dynamics and consumer preferences, which all impact throughput.

Constant Currency Metrics

Our consolidated revenues and expenses are subject to variations outside our control that are caused by the net effect of foreign currency translation on revenues generated and expenses incurred by our operations outside the United States. As a result, in order to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency fluctuations, we analyze our business performance based on certain constant currency reporting that represents current period results translated into U.S. dollars at the relevant average foreign exchange rates applicable in the comparable prior period. We believe that the presentation of constant currency results provides a measurement of our ongoing operations that is meaningful to investors because it excludes the impact of these foreign currency movements that we cannot control.

Constant currency results are not measurements of financial performance under U.S. GAAP, and our constant currency results should be considered as a supplement, but not as an alternative, to our results calculated in accordance with U.S. GAAP. We provide reconciliations of these measures in the discussions of our comparative results of operations below.

Components of Our Results of Operations

Warehouse

Rent, storage, and warehouse services revenues. Our primary source of revenues is rent, storage, and warehouse services fees. Rent and storage revenues are related to the storage of frozen, perishable or other products in our warehouses. We also offer a wide array of value-added services including: i) receipt, labeling and storage of goods, ii) customized order retrieval and packaging, iii) blast freezing and ripening, iv) government approved periodic inspections, fumigation, and other treatment services, v) e-commerce fulfillment and many more. Additionally, reimbursements that we receive for expenses incurred for warehouses that we manage on behalf of third-party owners are recognized as warehouse services revenues. We also earn management fees, incentive fees upon achieving negotiated performance and cost-savings results, or an applicable mark-up on costs.

Rent, storage, and warehouse services cost of operations consist of labor, power, other facilities costs, and other service costs.

Labor covers wages, benefits, workers' compensation, and can vary due to factors like workforce size, customer needs, compensation levels, third-party labor usage, collective bargaining agreements, customer requirements, productivity, labor availability, government policies, medical insurance costs, safety programs, and discretionary bonuses. Additionally, we incur labor charges for warehouses that we managed on behalf of third-party owners, which are recognized on a pass-through basis.

The cost of power fluctuates based on the price of power in the regions that our facilities operate and the required temperature zone or freezing required. We may, from time to time, hedge our exposure to changes in power prices through fixed rate agreements or, to the extent possible and appropriate, through rate escalations or power surcharge provisions within our customer contracts.

Other facilities costs include utilities other than power, property taxes and insurance, sanitation, repairs and maintenance, operating leases rent charges, security, and other related facilities costs.

Other services costs include equipment costs, warehouse consumables (e.g. shrink-wrap), associate protective equipment, warehouse administration and other related services costs.

Transportation

Transportation services revenues are derived from fees charged for transportation of our customers products, often including fuel and capacity surcharges.

Transportation services cost of operations are primarily affected by third-party carrier costs, which are influenced by carrier factors like driver and equipment availability. In select markets, we use our drivers and assets, incurring costs like wages, fuel, tolls, insurance, and maintenance to operate these assets.

Consolidated Operating Expenses

Depreciation and amortization charges relate to the depreciation of buildings and equipment related improvements, leasehold improvements, material handling equipment, furniture, fixtures, and our computer equipment. Amortization relates primarily to intangible assets for customer relationships.

Selling, general, and administrative expenses consist primarily of warehouse and non-warehouse related labor, administrative expenses, employee related costs, professional fees, equipment expenses, facility and warehouse costs, and information technology (including amortization and ongoing licenses expenses associated with the go-live of Project Orion).

Transactions, strategic initiatives and other costs, net consists of non-recurring or non-routine costs including costs related to severance, non-routine stock compensation expense associated with certain employee awards and professional and consulting fees for strategic projects, acquisition related costs, terminated site operations and costs related to sites held for sale or idle facilities, Project Orion, and cyber incident related costs, net of insurance recoveries. These costs are not representative of our normal course of operations.

Net gain from sale of real estate represents the gain recognized on the Company’s sale of real estate related assets.

Interest expense is primarily associated with interest charged on unsecured revolving credit facilities, term loans, and notes.

Loss from investments in partially owned entities is representative of our share of gains and losses associated with our minority ownership interests in joint ventures.

Other, net primarily includes foreign currency remeasurement, interest income, gains and losses on other asset disposals, and other miscellaneous transactions.

Results of Operations

Comparison of Results for the Three Months Ended March 31, 2026 and 2025

Warehouse Segment

Beginning with the period ended March 31, 2026, the Company's former Third-Party Managed reportable segment is included under the Warehouse reportable segment. All prior period comparative financial information has been recast to reflect the revised segment structure.

The following table presents revenues, contribution (NOI), margins, and certain operating metrics for our global Warehouse segment for the three months ended March 31, 2026 and 2025.

(Dollars and units in thousands, except per pallet data)

(1) The adjustments from our U.S. GAAP operating results to calculate our operating results on a constant currency basis are the effect of changes in foreign currency exchange rates relative to the comparable prior period.

(2) Rent, storage, and warehouse services revenues do not include the financial results of warehouses that are classified as held for sale. Rent, storage, and warehouse services cost of operations do not include the financial results of warehouses that are considered idle, closed due to an intention to exit, or held for sale. These sites are recognized within Transactions, strategic initiatives and other costs, net. Refer to Note 3 - Transactions, Strategic Initiatives and Other Costs, Net for further details.

(3) Prior period Warehouse segment financial results and related metrics have been recast to include the Company’s former Third-Party Managed reportable segment. The former Third-Party Managed services revenues are now included within Warehouse services revenues.

(4) Certain immaterial prior period amounts have been reclassified to conform to the current period presentation.

(5) Includes real estate rent expense of $6.9 million and $6.5 million, on an actual basis, for the three months ended March 31, 2026 and 2025, respectively.

(6) Includes non-real estate rent expense (equipment lease and rentals) of $1.7 million and $2.5 million, on an actual basis, for the three months ended March 31, 2026 and 2025, respectively. Prior period non-real estate rent expense is recast for the inclusion of Third-Party Managed sites.

n/a - not applicable

On a constant currency basis, our Warehouse segment revenues decreased $17.5 million, or 3.0%, during the three months ended March 31, 2026, as compared to the same period in the prior year. This decrease was driven by the $5.6 million decrease in revenues in our same store pool and the $11.9 million decrease in revenues in our non-same store pool, both on a constant currency basis. Refer to the discussion in the same store section below for further details on the same store revenues decrease. The decrease in revenues in the non-same store pool was primarily attributable to facilities exited, idled, or held for sale subsequent to March 31, 2025, partially offset by incremental revenues associated with recently completed developments, expansions, and acquisitions.

On a constant currency basis, our Warehouse segment cost of operations decreased $3.0 million, or 0.8%, during the three months ended March 31, 2026, as compared to the same period in the prior year. This is primarily driven by a decrease of $6.0 million in our non-same store pool, partially offset by an increase of $3.0 million in our same store pool, both on a constant currency basis. Refer to the discussion in the same store section below for further details on the same store cost of operations increase. The decrease in the non-same store pool is primarily attributable to the decrease in revenues as described above.

On a constant currency basis, Warehouse segment NOI decreased $14.5 million, or 7.3% during the three months ended March 31, 2026, as compared to the same period in the prior year. NOI decreased $8.6 million, or 4.5%, for our same store pool, and decreased $5.9 million for our non-same store pool, both on a constant currency basis, due to the factors described above for the non-same store pool and in the same store section below.

Same Store and Non-Same Store Results

Beginning with the period ended March 31, 2026, the Company’s former Third-Party Managed reportable segment is included under the Warehouse reportable segment within the same store warehouse pool. All prior period comparative financial information has been recast to reflect the revised segment structure.

The following tables present revenues, contribution (NOI), margins, and certain operating metrics for our same store and non-same store for the three months ended March 31, 2026 and 2025.

(1) The adjustments from our U.S. GAAP operating results to calculate our operating results on a constant currency basis are the effect of changes in foreign currency exchange rates relative to the comparable prior period.

(2) Rent, storage, and warehouse services revenues do not include the financial results of warehouses that are classified as held for sale. Rent, storage, and warehouse services cost of operations do not include the financial results of warehouses that are considered idle, closed due to an intention to exit, or held for sale. These sites are recognized within Transactions, strategic initiatives and other costs, net.

(3) Prior period Warehouse segment financial results and related metrics have been recast to include the Company’s former Third-Party Managed reportable segment. The former Third-Party Managed services revenues are now included within Warehouse services revenues.

(4) Certain immaterial prior period amounts have been reclassified to conform to the current period presentation.

n/a - not applicable

Same store rent and storage revenues decreased by $5.8 million, on a constant currency basis, primarily due to a decrease in economic occupancy of 70 basis points and a decrease in the constant currency same store rent and storage revenues per average economic occupied pallet of 0.4% during the three months ended March 31, 2026, as compared to the same period in the prior year. The overall decrease in economic occupancy was primarily due to a competitive environment caused by an increase in speculative developments and a slight decline in fixed commitment contracts. The decrease in the constant currency same store rent and storage revenues per average economic occupied pallet was driven by the unfavorable mix of products stored therein.

Same store services revenues increased by $0.1 million on a constant currency basis, primarily due to an increase in same store warehouse services revenues per throughput pallet by 1.1%, on a constant currency basis, partially offset by a decrease in throughput pallets by 1.1% during the three months ended March 31, 2026, as compared to the same period in the prior year.

Same store costs of operations increased by $3.0 million, on a constant currency basis, primarily driven by higher power and labor costs, partially offset by a decrease in other facilities and other services costs. The increase in power costs is mainly driven by headwinds in energy prices during the three months ended March 31, 2026, as compared to the same period in the prior year.

(1) The adjustments from our U.S. GAAP operating results to calculate our operating results on a constant currency basis are the effect of changes in foreign currency exchange rates relative to the comparable prior period.

(2) Rent, storage, and warehouse services revenues do not include the financial results of warehouses that are classified as held for sale. Rent, storage, and warehouse services cost of operations do not include the financial results of warehouses that are considered idle, closed due to an intention to exit, or held for sale. These sites are recognized within Transactions, strategic initiatives and other costs, net.

n/a - not applicable

n/r - not relevant

Transportation Segment

The following table presents the operating results of our Transportation segment for the three months ended March 31, 2026 and 2025.

(Dollars in thousands)

(1) The adjustments from our U.S. GAAP operating results to calculate our operating results on a constant currency basis are the effect of changes in foreign currency exchange rates relative to the comparable prior period.

On a constant currency basis, Transportation services revenues increased $5.8 million, or 13.2%, as compared to the same period in the prior year. The increase was primarily due to overall higher volumes driven by customer expansion in North America and certain regions of Europe. In addition, transportation revenues in Asia‑Pacific increased as a result of a new business in Australia and volume increases in the region.

On a constant currency basis, Transportation services cost of operations increased $4.5 million, or 12.3%, as compared to the same period in the prior year. The increase was due to the same factors contributing to the increase in revenues mentioned above for North America, Europe, and Asia-Pacific.

Other Consolidated Operating Expenses

The following table presents consolidated operating expenses, excluding cost of operations, for the three months ended March 31, 2026 and 2025.

(In thousands)

n/r - not relevant

Depreciation and amortization. Depreciation and amortization expense increased $2.7 million, or 3.0%, during the three months ended March 31, 2026 as compared to the same period in the prior year. This increase was substantially driven by the Company’s recently completed developments, expansions, and acquisitions, partially offset by sites that were exited, idled, or held for sale subsequent to March 31, 2025.

Selling, general, and administrative. During the three months ended March 31, 2026, corporate-level selling, general, and administrative expenses increased $2.1 million, or 3.0%, compared to the same period in the prior year. This increase was primarily driven by an increase in professional fees and software related deferred costs amortization, partially offset by a decrease in labor, travel, and other personnel-related costs associated with overall costs reduction initiatives.

Transactions, strategic initiatives and other costs, net. Corporate-level transactions, strategic initiatives and other costs, net include the following:

(In thousands)

(1) Beginning with the year ended December 31, 2025, the Company has begun presenting Orion related non-capitalizable costs separately within the table above.

(2) Certain prior period amounts have been reclassified to conform to the current period presentation.

n/r - not relevant

Severance and other compensation costs represent certain contractual and negotiated severance and separation costs from former executives who have exited the Company (excluding charges in the normal course of retirement), costs associated with reorganizations, reductions in headcount due to synergies achieved through acquisitions or operational efficiencies, reductions in workforce costs associated with exiting or selling non-strategic warehouses or businesses, and non-routine stock based compensation expense associated with certain employee awards. These costs increased $3.9 million primarily due to ongoing workforce reductions in conjunction with our costs reduction initiatives during the three months ended March 31, 2026 and the latter half of 2025.

Acquisition and transaction related costs include costs associated with acquisition and joint venture activity, whether consummated or not, such as advisory, legal, accounting, valuation, and other professional or consulting fees. These include costs associated with the Massillon and Houston warehouse acquisitions during the three months ended March 31, 2026 and 2025, respectively, which are further described in Note 2 - Asset Acquisitions and Business Combinations to these Condensed Consolidated Financial Statements. During the three months ended March 31, 2026, these costs increased $1.2 million compared to the same period in the prior year, primarily driven by increased acquisition and integration related legal and professional fees.

Orion: Transformation related costs (non-capitalizable costs) represent the non-capitalizable portion of various transformation-related projects, including but not limited to various artificial intelligence and market expansion initiatives. These costs have decreased $4.9 million primarily due to decreased contract labor and professional fees related to Project Orion transformation projects.

Orion: Oracle related costs (non-capitalizable costs) represent the non-capitalizable portion of charges related to the implementation of the Company’s new cloud-based ERP system, Oracle, and related applications. The Company deployed Project Orion (Oracle-related) in North America and Asia Pacific during the second quarter of 2024 and is in the process of implementing the system in its European operations. These costs have decreased by $0.6 million compared to the same period in the prior year primarily due to decreased professional fees and other non-capitalizable costs related to the Oracle implementation.

Held for sale, closed, and idled site costs, net, excluding severance include expenses incurred to wind down operations at sites held for sale, closed, sold, or idled within our warehouse and transportation related operations. Such costs include lease termination fees, fixed operating costs, and asset retirement obligations, but exclude any reduction in workforce or severance related costs associated with the exit of these operations, as those expenses are included within Severance and other compensation costs. These net costs have decreased $3.8 million compared to the same period in the prior year, primarily driven by a decrease in lease termination costs from recently exited operations.

Cyber incident related costs, net of insurance recoveries, represent incremental legal and other costs associated with cybersecurity incidents that occurred in November 2020 and April 2023, net of business interruption insurance proceeds received. The $1.6 million decrease was primarily driven by reduced costs related to previous cybersecurity incidents compared to the same period in the prior year.

Other, net for the three months ended March 31, 2026 and March 31, 2025 includes certain costs for strategic projects and other miscellaneous non-routine costs.

Net gain from sale of real estate. During the three months ended March 31, 2026, the Company recorded a net gain from the sale of real estate of $2.2 million related to the sale of a small, adjacent building located on the grounds of an existing operational site. This building sale did not impact our site count.

Other Income and Expense

The following table presents items of other income and expense for the three months ended March 31, 2026 and 2025.

(In thousands)

n/r - not relevant

Interest expense. Interest expense increased $5.4 million, or 15.0%, as compared to the three months ended March 31, 2025. This was primarily due to an increase in outstanding debt, most notably the issuance of our Public 5.600% Notes during April of 2025 and our 2025 Unsecured Term Loan fully drawn during December of 2025, partially offset by a decrease in interest due to the repayment of the Private Series A Notes during the three months ended March 31, 2026 and a decrease in interest on failed sale-leaseback facilities.

Loss from investments in partially owned entities. Loss from investments in partially owned entities decreased $1.0 million as compared to the three months ended March 31, 2025 due to the Company’s sale of its equity interest in the SuperFrio joint venture in April 2025.

Other, net. Other, net was a benefit of $7.4 million for the three months ended March 31, 2026, as compared to a benefit of $1.3 million for the three months ended March 31, 2025. The change in Other, net is primarily driven by a foreign currency remeasurement gain from the repayment of the Company’s A$153.5 million intercompany loan on January 28, 2026.

Income Taxes

Income tax benefit for the three months ended March 31, 2026 was $6.6 million, an increase of $9.1 million from an income tax expense of $2.5 million for the three months ended March 31, 2025. The increase is primarily related to changes in the blend of pre-tax book income and losses generated year over year by jurisdiction, partially offset by valuation allowances established in the U.S.

Non-GAAP Financial Measures

We use the following non-GAAP financial measures as supplemental performance measures of our business: NAREIT FFO, Core FFO, Adjusted FFO, NAREIT EBITDAre, and Core EBITDA.

We calculate NAREIT funds from operations, or NAREIT FFO, in accordance with the standards established by the Board of Governors of the National Association of Real Estate Investment Trusts, or NAREIT. NAREIT defines FFO as net income or loss determined in accordance with U.S. GAAP, excluding gains or losses from sales of previously depreciated operating real estate and real estate related assets, plus specified non-cash items, such as real estate asset depreciation and amortization, impairment charges on real estate related assets, and our share of reconciling items for partially owned entities. We believe that NAREIT FFO is helpful to investors as a supplemental performance measure because it excludes the effect of real estate related depreciation, amortization and gains or losses from sales of real estate or real estate related assets, 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, NAREIT FFO can facilitate comparisons of operating performance between periods and among other equity REITs.

We calculate core funds from operations, or Core FFO, as NAREIT FFO adjusted for the effects of extraordinary items as defined under U.S. GAAP including Net (gain) loss on sale of non-real estate related assets; Transactions, strategic initiatives and other costs, net; Foreign currency exchange (gain) loss; Project Orion deferred costs amortization; and Our share of reconciling items related to partially owned entities. 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 NAREIT FFO and Core FFO add back real estate depreciation and amortization and do not capture the level of 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 NAREIT FFO and Core FFO measures 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 and pension withdrawal liability; Amortization of below/above market leases; Straight-line rent adjustment; Deferred income tax (benefit) expense; Stock-based compensation expense; Non-real estate depreciation and amortization; Maintenance capital expenditures; and Our share of reconciling items related to 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.

NAREIT FFO, Core FFO and Adjusted FFO are used by management, investors and industry analysts as supplemental measures of operating performance of equity REITs. NAREIT FFO, Core FFO and Adjusted FFO should be evaluated along with U.S. GAAP Net loss and Net loss per common share - diluted (the most directly comparable U.S. GAAP measures) in evaluating our operating performance. NAREIT FFO, Core FFO and Adjusted FFO do not represent net income or cash flows from operating activities in accordance with U.S. GAAP and are not indicative of our results of operations or cash flows from operating activities as disclosed in our Condensed Consolidated Statements of Operations (Unaudited) and Condensed Consolidated Statements of Cash Flows (Unaudited) included in our quarterly and annual reports. NAREIT FFO, Core FFO and Adjusted FFO should be considered as supplements, but not alternatives, to our Net loss or Net cash provided by 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 NAREIT 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. We reconcile NAREIT FFO, Core FFO and Adjusted FFO to Net loss, which is the most directly comparable financial measure calculated in accordance with U.S. GAAP.

Reconciliation of Net Loss to NAREIT FFO, Core FFO, and Adjusted FFO

(In thousands)

(1) Net loss used in the calculation of the Adjusted FFO reconciliation represents Net loss before adjustment for Net loss attributable to noncontrolling interests.

(2) Stock-based compensation expense excludes any non-routine stock compensation expense associated with certain employee awards, which are recognized within Transactions, strategic initiatives and other costs, net.

(3) Maintenance capital expenditures include capital expenditures made to extend the life of, and provide future economic benefit from, our existing temperature-controlled warehouse network and its existing supporting personal property and information technology.

We calculate NAREIT EBITDA for Real Estate, or NAREIT EBITDAre, in accordance with the standards established by the Board of Governors of NAREIT, defined as, Net loss before Depreciation and amortization; Interest expense; Income tax (benefit) expense; Net gain from sale of real estate; and Adjustment to reflect share of EBITDAre of partially owned entities. NAREIT EBITDAre is a measure commonly used in our industry, and we present NAREIT EBITDAre to enhance investor understanding of our operating performance. We believe that NAREIT 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.

We also calculate our Core EBITDA as NAREIT EBITDAre further adjusted for Transactions, strategic initiatives and other costs, net; Loss from investments in partially owned entities; Foreign currency exchange (gain) loss; Stock-based compensation expense; Net (gain) loss on real estate related asset disposals; Net (gain) loss on sale of non-real estate related assets; Project Orion deferred costs amortization; and Reduction in EBITDAre from partially owned entities. We believe that the presentation of Core 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 NAREIT EBITDAre but which we do not believe are indicative of our core business operations. NAREIT EBITDAre and Core EBITDA are not measurements of financial performance or liquidity under U.S. GAAP, and our NAREIT EBITDAre and Core EBITDA may not be comparable to similarly titled measures of other companies. You should not consider our NAREIT EBITDAre and Core EBITDA as alternatives to Net loss or Net cash provided by operating activities determined in accordance with U.S. GAAP. Our calculations of NAREIT EBITDAre and Core EBITDA have limitations as analytical tools, including:

• 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 will often have to be replaced in the future and these measures do not reflect any cash requirements for such replacements.

Reconciliation of Net Loss to NAREIT EBITDAre and Core EBITDA

(In thousands)

(1) Net loss used in the calculation of the Core EBITDA reconciliation represents Net loss before adjustment for Net loss attributable to noncontrolling interests.

(2) Stock-based compensation expense excludes any non-routine stock compensation expense associated with certain employee awards, which are recognized within Transactions, strategic initiatives and other costs, net.

LIQUIDITY AND CAPITAL RESOURCES

We currently expect that our principal sources of funding for working capital, facility acquisitions, business combinations, expansions, maintenance and renovation of our properties, development projects, debt service and distributions to our stockholders will include:

• current cash balances;
• cash flows from operations;
• our Senior Unsecured Revolving Credit Facility;
• public debt offerings; and
• other forms of debt financings and equity offerings, including capital raises through joint ventures.

We expect that our funding sources as noted above are adequate and will continue to be adequate to meet our short and long-term liquidity requirements and capital commitments. These liquidity requirements and capital commitments include:

• operating activities and overall working capital;
• capital expenditures;
• capital contributions and investments in joint ventures;
• debt service obligations;
• quarterly stockholder distributions; and
• future development, expansion, and acquisition related activities.

Security Interests in Customers’ Products

By operation of law and in accordance with our customer contracts (other than leases), we typically receive warehouseman’s liens on products held in our warehouses to secure customer payments. Such liens 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. Historically, in instances where we have warehouseman’s liens and our customer sought bankruptcy protection, we have been successful in receiving “critical vendor” status, which has allowed us to fully collect on our accounts receivable during the pendency of the bankruptcy proceeding.

Our bad debt expense was $1.0 million and $0.1 million for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026 and December 31, 2025, we maintained bad debt allowances of approximately $15.7 million and $16.4 million, respectively, which we believe to be adequate. The decrease in the allowance is driven by an increase in specific customer write-offs during the three months ended March 31, 2026.

Dividends and Distributions

We are required to distribute 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. While historically we have satisfied this distribution requirement by making cash distributions to our stockholders, we may choose to satisfy this requirement by making distributions of cash or other property. 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. We have distributed at least 100% of our taxable income annually since inception to minimize corporate-level federal income taxes. Amounts accumulated for distribution to stockholders are invested primarily in interest-bearing accounts, which are consistent with our intention to maintain our status as a REIT.

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, acquisitions or investments in existing or newly created joint ventures. 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.

On March 5, 2026, the Company’s Board of Directors declared a dividend of $0.23 per share for the first quarter of 2026, which was paid on April 15, 2026 to common stockholders of record as of March 31, 2026. For the three months ended March 31, 2026 and 2025, total cash outflows for dividends and distributions were $66.1 million and $63.4 million, respectively.

For further information regarding dividends and distributions, refer to our Consolidated Financial Statements included in our 2025 Annual Report on Form 10-K as filed with the SEC.

Outstanding Indebtedness

The following table summarizes our outstanding indebtedness as of March 31, 2026:

(In thousands)

(1) The total includes certain borrowings with variable interest rates that have been effectively hedged through interest rate swaps.

(2) The total excludes unamortized deferred financing costs.

(3) The effective interest rate presented includes the amortization of deferred financing costs and is based on the hedged rates for the $375.0 million Senior Unsecured Term Loan A Facility Tranche A-1, the C$250.0 million Senior Unsecured Term Loan A Facility Tranche A-2, and the $270.0 million Senior Unsecured Term Loan A Facility Tranche A-3. All other debt instruments are based on contractual rates. This rate excludes contractual rates associated with the sale leaseback and financing obligation debt like instruments shown in the table above.

The variable rate debt shown above bears interest at interest rates based on various SOFR, CORRA, BBSW, EURIBOR, and BKBM rates, depending on the respective agreement governing the debt, including our global revolving credit facilities. As of March 31, 2026, our debt, excluding Sale-leaseback financing obligations and Financing lease obligations, had a weighted average term to maturity of approximately 3.9 years, assuming exercise of extension options.

For further information regarding outstanding indebtedness, refer to Note 4 - Debt, Note 5 - Derivative Financial Instruments and Note 9 - Accumulated Other Comprehensive Loss to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.

Aggregate Future Repayments of Indebtedness

The aggregate maturities of indebtedness, excluding sale-leaseback financing obligations and financing lease obligations, as of March 31, 2026 for each of the next five years and thereafter, are as follows:

(In thousands)

(1) $250.0 million of the debt listed to mature by March 31, 2027 represents the 2025 Unsecured Term Loan. The terms of this agreement include an option for one six-month extension past the original contractual maturity date of June of 2026. $375.0 million of the debt listed to mature by March 31, 2027 represents the Senior Unsecured Term Loan A Facility Tranche A-1. The terms of the debt agreement for Tranche A-1 include an option for one remaining twelve-month extension past the amended contractual maturity date in August of 2026. The remaining $606.2 million listed to mature by March 31, 2027 represents outstanding borrowings on the Senior Unsecured Revolving Credit Facility. The terms of this agreement include an option for two six-month extensions past the contractual maturity date of August of 2026.

(2) Excludes unamortized deferred financing costs for the Senior Unsecured Revolving Credit Facility, which are recognized within “Other assets”.

Repayment of Unsecured Notes

On November 6, 2018, we completed a debt private placement transaction consisting of (i) $200.0 million senior unsecured notes with a coupon of 4.68% due January 8, 2026 (“Private Series A Notes”). The Company fully repaid the outstanding balance of $200.0 million during the three months ended March 31, 2026.

Credit Ratings

Our capital structure and financial practices have earned us investment grade credit ratings from three nationally recognized credit rating agencies as follows:

• BBB with a (Stable Outlook) from Fitch
• BBB with a (Positive Trend) outlook from DBRS Morningstar
• Baa3 with a (Stable Outlook) from Moody’s

These credit ratings are important to our ability to issue debt at favorable rates of interest, among other terms. Refer to our risk factor “Adverse changes in our credit ratings could negatively impact our financing activity” in our 2025 Annual Report on Form 10-K.

Capital Expenditures

We utilize a strategic approach to capital expenditures to maintain the high quality and operational efficiency of our warehouses and equipment and ensure that our assets meet the “mission-critical” role they serve in the cold chain. The Company assesses its capital expenditure requirements regularly to support its operational infrastructure, drive strategic growth, and enhance long-term shareholder value.

Maintenance Capital Expenditures

Maintenance capital expenditures are capitalized funds used to uphold and extend the useful life of assets, resulting in future economic benefits. These expenditures relate to routine and recurring maintenance that is essential to sustain current operations. 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 cost per asset is over a de minimis threshold. Examples of maintenance capital expenditures include roof repairs, refrigeration equipment refurbishment, racking system repairs, expenditures on material handling equipment and maintenance on existing servers.

External Growth Capital Expenditures

External growth capital expenditures refer to investments to expand our operations and enhance market position through mergers and acquisitions. External growth strategies rely on leveraging external assets and synergies to drive value creation and achieve strategic objectives. The Company completed the Houston acquisition on March 17, 2025 for total cash consideration of $108.4 million.

Expansion, Development, and Integration Capital Expenditures

Expansion, development, and integration capital expenditures refer to investments to enhance our existing operations and increase storage capacity. Examples of capital expenditures associated with expansion and development are warehouse expansions and greenfield developments. Such capital expenditures also include integrating operational systems, rebranding, and upgrading infrastructure to our standards associated with recent mergers and acquisitions.

Organic Growth Capital Expenditures

Organic growth capital expenditures refer to investments with a focus on internal development through existing resources and capabilities. Organic growth strategies focus on utilizing internal resources and synergies to meet strategic goals. Examples of capital expenditures associated with organic growth are pallet position expansion and expansion of drop lots. Organic growth capital expenditures also includes the purchase of previously leased warehouses that remain operational. On March 18, 2026, the Company completed the acquisition of a previously leased warehouse facility in Massillon, Ohio for cash consideration of $18.7 million concurrent with the signing of a triple net lease with a customer to occupy the space.

Technological Upgrades and Enhancements

Technological upgrades and enhancements refer to investments aimed at improving our technological infrastructure, investments in hardware, software, and systems that automate processes, enhance data analytics, and improve cyber security. In addition, this category includes sustainability initiatives and other asset modernization projects such as installation of LED lighting and solar panels.

The following table sets forth our total capital expenditures for the three months ended March 31, 2026 and 2025.

(In thousands)

(1) Certain prior period amounts have been reclassified to conform to the current period presentation.

(2) Expansion and development capital expenditures include spend for sites in the recently completed expansion and development phase that are included in our non-same store pool, external integration capital expenditures associated with recent acquisitions in the non-same store pool, and any other expansion and development sites that are in progress that will be added to our non-same store pool when operations commence.

(3) Capital expenditures in the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 include $40.8 million of costs accrued as of December 31, 2025 and paid during the three months ended March 31, 2026. Such expenditures exclude $47.7 million of costs accrued during the three months ended March 31, 2026 that will be paid in a future period.

We incurred capitalized interest of $4.9 million and $4.0 million for the three months ended March 31, 2026 and 2025, respectively, which is included in the capital expenditures noted in the table above.

CRITICAL ACCOUNTING ESTIMATES

Refer to Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2025 Annual Report on Form 10-K for a discussion of our critical accounting estimates and assumptions. There were no material changes during the period covered by this Quarterly Report to the critical accounting estimates and assumptions previously disclosed in our 2025 Annual Report on Form 10-K.

HISTORICAL CASH FLOWS

The following summary discussion of our cash flows is based on the Condensed Consolidated Statements of Cash Flows and is not meant to be an all-inclusive discussion of the changes in our cash flows for the periods presented below.

(In thousands)

Operating Activities

For the three months ended March 31, 2026, our net cash provided by operating activities was $39.9 million, an increase of $9.7 million compared to $30.2 million for the three months ended March 31, 2025. This increase was primarily driven by favorable changes in net working capital which were partially offset by the impact of lower overall NOI.

Investing Activities

Net cash used in investing activities was $126.0 million for the three months ended March 31, 2026. Additions to property, buildings, and equipment were $110.0 million, reflecting capitalized maintenance expenditures and investments in our various expansion and development projects. Additionally, we invested $18.7 million for the acquisition of Massillon on March 18, 2026. Refer to Note 2 - Asset Acquisitions and Business Combinations to these Condensed Consolidated Financial Statements for further details of this transaction. Cash provided by investing activities consisted of $2.7 million of total proceeds primarily related to the sale of real estate related assets.

Net cash used in investing activities was $226.7 million for the three months ended March 31, 2025. Additions to property, buildings, and equipment were $112.5 million, reflecting capitalized maintenance expenditures and investments in our various expansion and development projects. Additionally, the Company completed the Houston acquisition on March 17, 2025 for total cash consideration of $108.4 million. Refer to Note 2 - Asset Acquisitions and Business Combinations to these Condensed Consolidated Financial Statements for further details of this transaction. Other investing activities included cash outflows of $5.8 million associated with advances to the RSA joint venture.

Financing Activities

Net cash used in financing activities was $11.6 million for the three months ended March 31, 2026. Cash used in financing activities consisted of $212.6 million in repayments on our Senior Unsecured Revolving Credit Facility, $200.0 million in repayments of senior unsecured notes, $66.1 million for quarterly dividend payments, and $13.3 million in finance lease repayments. Cash provided by financing activities consisted of $480.4 million in proceeds from our Senior Unsecured Revolving Credit Facility.

Net cash provided by financing activities was $186.9 million for the three months ended March 31, 2025. Cash provided by financing activities primarily consisted of $287.1 million in proceeds from our Senior Unsecured Revolving Credit Facility, a portion of which was used to fund the Houston acquisition. Cash used in financing activities consisted of $63.4 million for quarterly dividend payments, $30.0 million in repayments to our Senior Unsecured Revolving Credit Facility, and $8.0 million in finance lease repayments.

NEW ACCOUNTING PRONOUNCEMENTS

Refer to Note 1 - General to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.

SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION

On September 12, 2024, we completed an underwritten public offering of $500.0 million aggregate principal amount of the Operating Partnership’s Public 5.409% Notes due September 12, 2034. Interest is payable on March 12 and September 12 of each year.

On April 3, 2025, we completed an underwritten public offering of $400.0 million aggregate principal amount of the Operating Partnership’s Public 5.600% Notes due May 15, 2032. Interest is payable on May 15 and November 15 of each year.

On the date of issuance of both the Public 5.409% Notes and the Public 5.600% Notes, each of the Company and Americold Realty Operations, Inc. (together, the “Parent Guarantors”), and each of Nova Cold Logistics, Americold Australian Holdings and Icecap Properties NZ Limited (the “Subsidiary Guarantors” and together with the Parent Guarantors, the “Initial Guarantors”), jointly and severally, fully and unconditionally guaranteed the Operating Partnership’s obligations under the Public 5.409% Notes and the Public 5.600% Notes, including the due and punctual payment of principal of, and premium, if any, and interest on, the Public 5.409% Notes and the Public 5.600% Notes.

The following table contains the summarized financial information of the Initial Guarantors and the Operating Partnership (collectively, the “Obligor Group”) on a combined basis after the elimination of intercompany balances and transactions between entities in the Obligor Group as of March 31, 2026 and December 31, 2025 and for the three months ended March 31, 2026:

(In thousands)

(In thousands)

Separate Consolidated Financial Statements of the Operating Partnership have not been presented in accordance with Rule 3-10 of Regulation S-X and Rule 12h-5 under the Securities and Exchange Act of 1934.

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 $645.0 million of outstanding USD-denominated variable-rate debt and C$250.0 million of outstanding CAD-denominated variable-rate debt under the Senior Unsecured Term Loan Facility (excluding the 2025 Unsecured Term Loan). This consisted of our Senior Unsecured Term Loan A Facility bearing interest at adjusted one-month SOFR (which includes an adjustment of 0.10%) for the USD tranches and adjusted daily CORRA (which includes an adjustment of 0.30%) for the CAD tranche. These rates are also subject to contractual margins of 0.94%. Additionally, we have entered into interest rate swaps to effectively lock in the floating rates on the above USD-denominated term loans at a weighted average rate of 4.20% and the CAD-denominated term loan at a rate of 4.53%.

As of March 31, 2026, we had $250.0 million of outstanding USD-denominated variable-rate debt for the 2025 Unsecured Term Loan. The 2025 Unsecured Term Loan is unhedged and bears interest at daily SOFR, which was approximately 3.63% at March 31, 2026, and is subject to a contractual margin of 0.95%.

Additionally, as of March 31, 2026, we had $245.0 million, C$113.0 million, €70.5 million, A$230.5 million, and NZ$68.5 million outstanding of Senior Unsecured Revolving Credit Facility draws. At March 31, 2026, adjusted daily SOFR (which includes an adjustment of 0.10%) (USD) was approximately 3.73%, adjusted daily CORRA (which includes an adjustment of 0.30%) (CAD) was approximately 2.59%, one-month BBSW (AUD) was approximately 4.11%, one-month EURIBOR (Euro) was approximately 1.89%, and one-month BKBM (NZD) was approximately 2.48%. These rates are also subject to contractual margins of 0.84%.

The interest rate paid on borrowings can never drop below 0.0%. A 100 basis point increase in market interest rates would result in an increase in annual interest expense to service our variable-rate debt of approximately $8.6 million, and a 100 basis point decrease in market interest rates would result in a decrease in annual interest expense of approximately $8.6 million.

Our interest rate risk exposure at March 31, 2026 was not materially different than what we disclosed in our 2025 Annual Report on Form 10-K as filed with the SEC.

Foreign Currency Risk

As it relates to the currency of countries where we own and operate warehouse facilities and provide logistics services, our foreign currency risk exposure at March 31, 2026 was not materially different than what we disclosed in our 2025 Annual Report on Form 10-K as filed with the SEC. The information concerning foreign currency risk in Item 7A under the caption “Quantitative and Qualitative Disclosures About Market Risk” of our 2025 Annual Report on Form 10-K, is hereby incorporated by reference in this Quarterly Report on Form 10-Q.

Evaluation of Controls and Procedures

In accordance with Rule 13a-15(b) of the Exchange Act, the Company’s management, with the participation of the Chief Executive Officer and the Chief Financial Officer, carried out an evaluation of the effectiveness of the Company’s “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective at a reasonable assurance level as of March 31, 2026.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended March 31, 2026 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Investing in our securities involves risks and uncertainties. You should consider and read the information contained in our 2025 Annual Report on Form 10-K, including the risk factors identified in Item 1A of Part I thereof (“Risk Factors”). Any of the risks discussed in our 2025 Annual Report on Form 10-K and in other reports we file with the SEC, and other risks we have not anticipated or discussed, could have a material adverse impact on our business, financial condition or results of operations. As of March 31, 2026, no material changes had occurred to the risk factors previously disclosed in our 2025 Annual Report on Form 10-K.