AMERICOLD REALTY TRUST

We are asking our stockholders to approve the Amended and Restated Americold Realty Trust 2017 Equity Incentive Plan (the “A&R Plan”), which, if approved by our stockholders, will supersede and replace the current Americold Realty Trust 2017 Equity Incentive Plan (the “2017 Plan”) in its entirety. The A&R Plan will (subject to the approval of our stockholders): (i) increase the number of shares reserved for issuance under the plan by 7.7 million shares, (ii) increase the number of shares that may be covered by options that are designated as “incentive stock options” within the meaning of Section 422 of the Code by 7.7 million shares, (iii) incorporate a one-year vesting requirement for all awards (provided, that up to five percent of the shares reserved for issuance may be issued pursuant to awards that do not comply with such minimum vesting period) and (iv) extend the scheduled expiration date of the 2017 Plan to the date that is ten years after shareholder approval of the A&R Plan (the “A&R Amendments”).

Upon the recommendation of the Compensation Committee, the Board adopted the A&R Plan on March 14, 2025, subject to the approval of our stockholders at the Annual Meeting. The Board believes that adopting the A&R Plan is in the best interests of the Company and its stockholders because it will permit the Company to continue to provide incentive equity-based grants to promote the growth and success of the Company by aligning the interests of the A&R Plan participants with those of the Company’s stockholders, and enable the Company to attract and retain qualified individuals for positions of significant responsibility.

The A&R Plan will become effective upon shareholder approval. If the A&R Plan is not approved by our stockholders at the Annual Meeting, the A&R Plan will not become effective, and the 2017 Plan will remain in effect until its expiration on January 17, 2028 in accordance with its terms (or, if occurring earlier, its termination), after which date no further awards may be granted under the 2017 Plan. Whether or not the A&R Plan is approved by our stockholders, each award granted under the 2017 Plan prior to its expiration (or, if occurring earlier, its termination) will continue to be subject to the terms and provisions applicable to such award under the applicable award agreement and the 2017 Plan.

If the A&R Plan is approved by our stockholders, we intend to file, pursuant to the Securities Act, a registration statement on Form S-8 to register the additional shares of common stock as soon as reasonably practicable thereafter.