AMERICOLD REALTY TRUST
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 26, 2026
COLD$16.01+1.3%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-02-27.
0001628280-25-008770
Item 1A. Risk FactorsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-02-26.
0001628280-26-012274
Item 1A. Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 46 previous paragraphs and 272 current paragraphs.
46 unchanged; 0 reworded; 203 added; 0 removed; 0 previous and 23 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (203)
Current report
•failure to execute on growth strategies and opportunities;
Current report
Set forth below are certain risk factors that could harm our business, results of operations and financial condition. You should carefully read the following risk factors, together with the financial statements, related notes and other information contained in this Annual Report on Form 10-K. Our business, financial condition and operating results may suffer if any of the following risks are realized. If any of these risks or uncertainties occur, the trading price of our common stock could decline and you might lose all or part of your investment. This Annual Report on Form 10-K contains forward-looking statements that contain risks and uncertainties. Please refer to the discussion of “Cautionary Statement Regarding Forward-Looking Statements” for more information.
Current report
Our investments in real estate assets are concentrated in the industrial real estate industry, specifically in temperature-controlled warehouses, which exposes us to the risk of economic downturns to a greater extent than if our business activities included a more significant portion of other sectors of the real estate market. We are also exposed to fluctuations in the markets for, and production of, the commodities and finished products that we store in our warehouses. Although our customers store a diverse product mix in our temperature-controlled warehouses, any declines in production of or demand for their products could cause our customers to reduce their inventory levels at our warehouses, which could reduce the storage and other fees payable to us and materially and adversely affect us.
Current report
Our warehouses are subject to electrical power outages and breakdowns of our refrigeration equipment. We could incur financial obligations to, or be subject to lawsuits by, our customers in connection with these occurrences, which may not be covered by insurance. Any loss of services or product damage could reduce the confidence of our customers in our services and could consequently impair our ability to attract and retain customers. Additionally, in the event of the complete failure of our refrigeration equipment, we would incur significant costs in repairing or replacing our refrigeration equipment, which may not be covered by insurance. Any of the foregoing could have a material adverse effect on us. The infrastructure at our temperature-controlled warehouses may become obsolete or unmarketable due to the development of, or demand for, more advanced equipment or enhanced technologies, including increased automation of our warehouses, which may entail significant start-up costs and time and may not perform as expected. We may not be able to upgrade our warehouses on a cost-effective basis in response to customer demands. The obsolescence of our infrastructure or our inability to upgrade our warehouses could have a material adverse effect on us.
Current report
Although we own or hold leasehold interests in warehouses across the United States and globally, many of these warehouses are concentrated in a few geographic areas. As such, if warehouses were impacted in certain geographic locations, it could have a disproportionate impact on our operations. We could be materially and adversely affected if conditions in any of the markets in which we have a concentration of properties become less favorable. Such conditions may include natural disasters, periods of economic slowdown or recession, localized oversupply in warehousing space or reductions in demand for warehousing space, adverse agricultural events, disruptions in logistics systems, such as transportation and tracking systems for our customers’ inventory, and power outages. Adverse agricultural events include, but are not limited to, the cost of commodity inputs, drought and disease. In addition, adverse weather patterns may affect local harvests, which could have an adverse effect on our customers and cause them to reduce their inventory levels at our warehouses, which could in turn materially and adversely affect us.
Current report
Certain of our expenses, including utility costs (power in particular), labor costs, interest expense, property taxes, insurance premiums, equipment repair expenses and replacement and other operating expenses are subject to inflationary pressures that have and may continue to negatively impact our business and results of operation. While we seek to mitigate the impact of inflation, there can be no assurance that we will be able to offset inflation-related cost increases in whole or in part, which could adversely impact our profit margins.
Current report
Labor shortages, increased turnover and work stoppages have in the past, and may in the future, disrupt our operations, increase costs and negatively impact our profitability.
Current report
Our ability to successfully implement our business strategy depends upon our ability to attract and retain talented people and effectively manage our human capital. The labor markets in the industries in which we operate are competitive. We have historically experienced and may in the future experience increased labor shortages at some of our warehouses and other locations in addition to ordinary course turnover of employees. A number of factors have had and may continue to have adverse effects on the labor force available to us, including reduced employment pools, and other government regulations, which include laws and regulations related to workers’ health and safety, wage and hour practices and immigration. Labor shortages and increased turnover rates within our associate ranks have led to and could in the future lead to increased costs, such as increased overtime to meet demand and increased wage rates to attract and retain associates and could negatively affect our ability to efficiently operate our facilities or otherwise operate at full capacity. An overall or prolonged labor shortage, increased turnover and labor inflation could have a material adverse impact on our operations, results of operations, liquidity or cash flows.
Current report
Furthermore, certain portions of our workforce are subject to collective bargaining agreements. As of December 31, 2025, worldwide, we employed approximately 12,690 people, approximately 23% of whom were represented by various local labor unions. Unlike owners of industrial warehouses, we hire our own workforce to handle product in and out of storage for our customers. Strikes, slowdowns, lockouts or other industrial disputes could cause us to experience a significant disruption in our operations, as well as increase our operating costs, which could materially and adversely affect us. If a greater percentage of our workforce becomes unionized, or if we fail to re-negotiate our expired or expiring collective bargaining agreements on favorable terms in a timely manner, we could be materially and adversely affected.
Current report
Additionally, our customers’ operations are subject to labor shortages and disruptions which could negatively affect their production capability, resulting in reduced volume of product for storage. In addition, labor shortages and disruptions impacting the transportation industry may hamper the timely movement of goods into and out of our warehouses. These labor shortages and disruptions could in turn have a material adverse effect on us.
Current report
Wage increases driven by competitive pressures or applicable legislation on employee wages and benefits could negatively affect our operating margins and our ability to attract qualified personnel.
Current report
Our hourly associates in the U.S. and internationally are typically paid wage rates above the applicable minimum wage. However, increases in the minimum wage will increase our labor costs if we are to continue paying our hourly associates a proportional amount above the applicable minimum wage. If we are unable to continue paying our hourly associates above the applicable minimum wage and otherwise offer attractive employee benefits at a suitable cost, we may be unable to hire and retain qualified personnel. If minimum wage increases were to occur nationally or in specific markets in which we operate, our operating margins would be negatively affected.
Current report
We have engaged, and expect to continue to engage, in expansion and development activities with respect to certain of our legacy or newly acquired properties. Expansion and development activities subject us to certain risks not present in the acquisition of existing properties (the risks of which are described below), including, without limitation, the following:
Current report
•our pipeline of expansion and development opportunities is at various stages of discussion and consideration and many of them may not be pursued or completed;
Current report
•the availability and timing of financing on favorable terms;
Current report
•the availability and timely receipt of zoning and regulatory approvals;
Current report
•the cost and timely completion within budget of construction due to increased land, materials, equipment, labor or other costs (including risks beyond our control, such as weather or labor conditions, or material shortages, or increased costs resulting from the imposition of tariffs), which could make completion of a warehouse or the expansion thereof uneconomical, and we may not be able to increase revenues to compensate for the increase in construction costs;
Current report
•we may be unable to complete construction of a warehouse or the expansion thereof on schedule due to availability of labor, equipment or materials or other factors outside of our control, resulting in increased debt service expense and construction costs;
Current report
•supply chain disruptions or delays in receiving materials or support from vendors or contractors could impact the timing of stabilization of expansion and development projects;
Current report
•the potential that we may expend funds on and devote management time and attention to projects which we do not complete;
Current report
•market conditions may change during the course of development, which may make such development less attractive than at the time it was commenced;
Current report
•a completed expansion project or a newly-developed warehouse may fail to achieve, or take longer than anticipated to achieve, expected occupancy rates and may fail to perform as expected;
Current report
•expansion related to new business ventures, including storage of non-food products, may not be available on terms acceptable to the Company or may fail to achieve results as expected;
Current report
•projects to automate our existing or new warehouses may not perform as expected or achieve the anticipated operational efficiencies; and
Current report
•we may not be able to achieve targeted returns and budgeted stabilized returns on invested capital on our expansion and development opportunities due to the risks described above, and an expansion or development may not be profitable and could lose money.
Current report
These risks could create substantial unanticipated delays and expenses and, in certain circumstances, prevent the initiation or completion of expansion or development as contemplated or at all, any of which could materially and adversely affect us.
Current report
The short-term nature and lack of fixed storage commitments of many of our customer contracts exposes us to certain risks that could have a material adverse effect on us.
Current report
Our customer contracts that do not contain fixed storage commitments typically do not require our customers to utilize a minimum number of pallet positions or provide for guaranteed fixed payment obligations from our customers to us. Additionally, we have discrete pricing for our customers based upon their unique profiles. Therefore, a shift in the mix of our customers or their business types could negatively impact our financial results.
Current report
The storage and other fees we generate from customers with month-to-month warehouse rate agreements may be adversely affected by declines in market storage and other fee rates more quickly than with respect to our contracts that contain stated terms. There also can be no assurance that we will be able to retain any customers upon the expiration of their contracts or leases. If we cannot retain our customers, or if our customers that are not party to contracts with fixed storage commitments elect not to store goods in our warehouses or if our fixed storage commitment contract customers terminate or cancel their contracts, we may be unable to find replacement customers on favorable terms and we may incur significant expenses in obtaining replacement customers and repositioning warehouses to meet their needs. Any of the foregoing could materially and adversely affect us.
Current report
A portion of our future growth depends upon our ability to identify and successfully integrate acquisitions.
Current report
Our ability to expand through acquisitions requires us to identify and complete acquisitions that are compatible with our growth strategy and to successfully integrate and operate these newly-acquired businesses. Our ability to identify and acquire suitable properties on favorable terms and to successfully integrate is subject to the following risks:
Current report
•we face competition from other real estate investors with significant capital, which may be able to accept more risk than we can prudently manage, including risks associated with paying higher acquisition prices;
Current report
•we may incur significant costs and divert management’s attention in connection with evaluating and negotiating potential acquisitions, including ones that we are subsequently unable to complete;
Current report
•we may be unsuccessful in integrating and operating such properties in accordance with our expectations;
Current report
•our cash flow from an acquired property may be insufficient to meet our required principal and interest payments with respect to any debt used to finance the acquisition of such property;
Current report
•we may face opposition from governmental authorities or third parties alleging that potential acquisition transactions are anti-competitive, and as a result, we may have to spend a significant amount of time and expense to respond to related inquiries, or governmental authorities may prohibit the transaction or impose terms or conditions that are unacceptable to us;
Current report
•we may fail to obtain financing for an acquisition on favorable terms or at all;
Current report
•we may spend more than budgeted amounts to meet customer specifications on a newly-acquired warehouse;
Current report
•market conditions may result in higher than expected vacancy rates and lower than expected storage charges, rent or other fees; or
Current report
•we may, without any recourse, or with only limited recourse, acquire properties subject to environmental and other historical liabilities, such as liabilities for clean-up of undisclosed environmental contamination, claims by customers, vendors or other persons dealing with the former owners of the properties, liabilities incurred in the ordinary course of business and claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties.
Showing the first 40 of 203 passages. Open the source sections for the rest.
Rearranged current paragraphs (23)
Current report — wording carried from elsewhere
•we may be unable to successfully expand our operations into new markets and products;
Current report — wording carried from elsewhere
Risks Related to our Business and Operations
Current report — wording carried from elsewhere
Our investments are concentrated in the temperature-controlled warehouse industry and in certain geographic areas.
Current report — wording carried from elsewhere
Inflation has and may continue to have a negative impact on our business and results of operations.
Current report — wording carried from elsewhere
We are exposed to risks associated with expansion and development, which could result in returns below expectations and unforeseen costs and liabilities.
Current report — wording carried from elsewhere
A failure of our IT systems, cybersecurity attacks or a breach of our information security systems, networks or processes could cause business disruptions and the loss of confidential information and may materially adversely affect our business.
Current report — wording carried from elsewhere
Competition in our markets may increase over time if our competitors open new or expand existing warehouses.
Current report — wording carried from elsewhere
We depend on certain customers for a substantial amount of our Warehouse segment revenues.
Current report — wording carried from elsewhere
Charges for impairment of goodwill or other long-lived assets and declines in real estate valuations could adversely affect our financial condition and results of operations.
Current report — wording carried from elsewhere
Geopolitical conflicts may adversely affect our business and results of operations.
Current report — wording carried from elsewhere
General Risks Related to the Real Estate Industry
Current report — wording carried from elsewhere
We could incur significant costs and liabilities due to environmental problems.
Current report — wording carried from elsewhere
Our insurance coverage may be insufficient.
Current report — wording carried from elsewhere
Risks Related to Our Debt Financings
Current report — wording carried from elsewhere
We have a substantial amount of indebtedness that may limit our financial and operating activities.
Current report — wording carried from elsewhere
Increases in interest rates could increase the amount of our debt payments.
Current report — wording carried from elsewhere
We are dependent on external sources of capital, the continuing availability of which is uncertain.
Current report — wording carried from elsewhere
Adverse changes in our credit ratings could negatively impact our financing activity.
Current report — wording carried from elsewhere
Risks Related to our Organization and Structure
Current report — wording carried from elsewhere
Risks Related to our Common Stock
Current report — wording carried from elsewhere
Common stock eligible for future sale may have adverse effects on the market price of our common stock.
Current report — wording carried from elsewhere
We conduct a portion of our business through TRSs, which are subject to certain tax risks.
Current report — wording carried from elsewhere
Complying with REIT requirements may cause us to forgo otherwise attractive opportunities or liquidate certain of our investments.