AMERICOLD REALTY TRUST

See accompanying Notes to Condensed Consolidated Financial Statements.

See accompanying Notes to Condensed Consolidated Financial Statements.

1. General

The Company

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 includestwo primary business segments: Warehouse and Transportation. We also have a minority interest inone joint venture: RSA Cold Holdings Limited (the “RSA joint venture”), which operates 2 temperature-controlled warehouses in Dubai.

Basis of Presentation and Principles of Consolidation

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). These unaudited Condensed Consolidated Financial Statements do not include all disclosures associated with the Company’s Consolidated Annual Financial Statements included in its 2025 Annual Report on Form 10-K and, accordingly, should be read in conjunction with the referenced annual report. In the opinion of management, the Condensed Consolidated Financial Statements reflect all adjustments considered necessary for a fair presentation. Significant adjustments which are not considered normal or recurring in nature have been disclosed within Note 3 - Transactions, Strategic Initiatives and Other Costs, Net to these Condensed Consolidated Financial Statements. The accompanying Condensed Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries where the Company exerts control. Intercompany balances and transactions have been eliminated. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the full year. Investments in which the Company does not have control, and is not the primary beneficiary of a Variable Interest Entity (“VIE”), but where the Company exercises significant influence over the operating and financial policies of the investee, are accounted for using the equity method of accounting.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of (1) assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and (2) revenues and expenses during the reporting period. Certain estimates, including those related to the recoverability of long-lived assets, require significant judgment and are subject to uncertainty, and actual results may differ from those estimates.

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 hastwo 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.

Properties Held for Sale

As of March 31, 2026, the Company had 5 properties, primarily located in North America, held for sale contained within Property, buildings, and equipment – net on the Condensed Consolidated Balance Sheets. Such assets are measured at a carrying value of $182.9 million, as the carrying value did not exceed the estimated fair value as of March 31, 2026. The Company expects these properties to be sold within one year.

Reclassifications

The Condensed Consolidated Statements of Cash Flows includes various reclassifications, all within cash provided by operating activities, to conform current and prior period presentation.

Foreign Currency Related Transactions

Exchange rate adjustments resulting from foreign currency transactions are recognized in “Net loss” in the Condensed Consolidated Statements of Operations, whereas effects resulting from the translation of financial statements are recognized in “Unrealized net loss on foreign currency” in the Condensed Consolidated Statements of Comprehensive Loss. Assets and liabilities of subsidiaries operating outside the United States with a functional currency other than U.S. dollars are translated into U.S. dollars using period-end exchange rates and income statement accounts are translated at weighted average exchange rates.

For the three months ended March 31, 2026 and 2025, the amount of foreign currency remeasurement recognized in the Condensed Consolidated Statements of Operations within “Other, net” was a gain of $4.7 million and a loss $0.2 million, respectively.

For the three months ended March 31, 2026 and 2025, the amount of foreign currency translation recognized in the Condensed Consolidated Statements of Comprehensive Loss within “Unrealized net gain (loss) on foreign currency” was a gain of $4.8 million and a loss of $5.8 million, respectively.

Recent Rules and Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”. This ASU requires an entity to disclose the amounts of employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption. It also requires an entity to include certain amounts that are already required to be disclosed under current GAAP in the same disclosure. Additionally, it requires an entity to disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and to disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The amendments in the ASU are effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted. An entity may apply the amendments prospectively for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact of this standard on our Consolidated Financial Statements and the related footnote disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software. This standard eliminates the prescriptive “project stage” model in ASC 350-40, clarifies the threshold for when entities begin capitalizing software development costs, and requires that disclosure requirements under ASC 360, Property, Plant, and Equipment – Overall, also apply to capitalized software costs regardless of presentation. ASU 2025-06 is effective for interim and annual periods beginning after December 15, 2027, with early adoption permitted, and may be applied prospectively, retrospectively, or under a modified transition approach. The Company is currently evaluating the impact of this guidance but does not expect its adoption to have a material effect on the Consolidated Financial Statements or related footnote disclosures.

In December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements”. This ASU incorporates a disclosure principle that requires entities to disclose events and changes that occur after the end of the most recent fiscal year that have a material impact on the entity, as well as clarifies the applicability of interim disclosure requirements. This ASU is effective for interim and annual periods beginning after December 15, 2027, with early adoption permitted, and may be applied prospectively or retrospectively to any or all periods presented. The Company is currently evaluating when it will adopt the ASU and the impact of this guidance but does not expect its adoption to have a material effect on the Consolidated Financial Statements or related footnote disclosures.

All other new accounting pronouncements that have been issued, but not yet effective are currently being evaluated and at this time are not expected to have a material impact on our financial position or results of operations.

2. Asset Acquisitions and Business Combinations

Acquisition Completed During 2026

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. This transaction was accounted for as an asset acquisition. The Company allocated the total $18.7 million consideration based on the relative fair values of the assets acquired using the principles of ASC 805 and ASC 820, to property, building, and equipment. The finalized fair values of the assets acquired and the related acquisition accounting are based on management’s estimates and assumptions, as well as other information compiled by management including information from prior valuations of similar entities and the books and records of Massillon.

Acquisition Completed During 2025

Houston Warehouse Acquisition

On March 17, 2025, the Company completed the acquisition of one temperature-controlled storage facility, and the related operations, located in Baytown, TX (the “Houston acquisition”), for total cash consideration of $108.4 million. The fair values of the assets acquired related to the consideration transferred primarily included $70.7 million of property, buildings and equipment and $38.5 million of goodwill, all allocated to the Warehouse segment. The goodwill recorded is attributable to the strategic benefits of the acquisition including additional storage capacity and is fully deductible for federal income tax purposes. The Company finalized the purchase price allocation for the Houston acquisition during the three months ended March 31, 2026, within the one year measurement period.

The finalized fair values of the assets acquired and liabilities assumed and the related acquisition accounting are based on management’s estimates and assumptions, third-party valuation specialist, as well as other information compiled by management and the books and records for the Houston acquisition.

3. Transactions, Strategic Initiatives and Other Costs, Net

The components of the charges and credits included in “Transactions, strategic initiatives and other costs, net” in our Condensed Consolidated Statements of Operations are as follows:

(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.

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.

Acquisition and transaction related costs include costs associated with any potential 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. We also include integration costs pre- and post-acquisition that reflect work being performed to facilitate acquisition integration, such as work associated with information systems and other projects, including spending to support future acquisitions, which primarily consists of professional services. We consider acquisition-related costs to be corporate costs regardless of the segment or segments involved in the transaction.

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.

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 implementation process for its European operations.

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.

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. For further information regarding these cyber incidents, refer to our 2025 Annual Report on Form 10-K.

Other, net includes consulting fees for strategic projects and other miscellaneous non-routine costs.

4. Debt

The following table reflects a summary of our outstanding indebtedness, at carrying amount, as of March 31, 2026 and December 31, 2025:

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

The following table provides additional details of our Senior Unsecured Notes as of March 31, 2026 and December 31, 2025:

(1)The Private Series A Senior Unsecured Notes were repaid in full on the stated maturity date of January 8, 2026.

The following table provides additional details of our Senior Unsecured Term Loans as of March 31, 2026 and December 31, 2025:

(1)The terms of the debt agreement for 2025 Unsecured Term Loan include an option forone six-month extension past the original contractual maturity date in June of 2026. The terms of the debt agreement for Tranche A-1 include an option forone remaining twelve-month extension past the amended contractual maturity date in August of 2026.

(2)2025 Unsecured Term Loan SOFR = daily SOFR, Tranche A-1 and Delayed Draw Tranche A-3 SOFR = adjusted one-month SOFR (which includes an adjustment of 0.10%), and CORRA = adjusted daily CORRA (which includes an adjustment of 0.30%). Refer to Note 5 - Derivative Financial Instruments for details of the related interest rate swaps for Tranche A-1, Tranche A-2, and Delayed Draw Tranche A-3.

The following table provides additional details of our Senior Unsecured Revolving Credit Facility as of March 31, 2026 and December 31, 2025:

(1)SOFR = adjusted daily SOFR (which includes an adjustment of 0.10%), BBSW = one-month Bank Bill Swap Rate, CORRA = adjusted daily CORRA (which includes an adjustment of 0.30%), EURIBOR = one-month Euro Interbank Offered Rate, BKBM = one-month Bank Bill Reference Rate.

(2)The Senior Unsecured Revolving Credit Facility matures in August of 2026; however, the terms of the debt agreement include an option fortwo six-month extensions past the original contractual maturity date.

Refer to Note 9 - Debt to the Consolidated Financial Statements in the Company’s 2025 Annual Report on Form 10-K as filed with the SEC for further details of our outstanding indebtedness.

As of March 31, 2026, we were in compliance with all debt covenants.

5. Derivative Financial Instruments

Designated Non-derivative Financial Instruments

During the three months ended March 31, 2026, the Australian dollar-denominated Senior Unsecured Revolving Credit Facility, that was previously held by the Company’s United States-based subsidiary, was fully repaid and redrawn by its Australian-based subsidiary. As a result, the Company no longer designated the revolver draw as a hedge of its net investment in its Australian-based subsidiary as of March 31, 2026.

As of March 31, 2026, the Company design ated€820.5 million of debt and accrued interest as a hedge of its net investment in its Europe-based subsidiary. As of December 31, 2025, the Company designated A$207.5 million and€820.5 million of debt and accrued interest as a hedge of its net investment in its Australian-based and Europe-based subsidiaries, respectively. The remeasurement of these instruments is recorded in “Unrealized net gain (loss) on foreign currency” on the accompanying Condensed Consolidated Statements of Comprehensive Loss.

Derivative Financial Instruments

The Company is subject to volatility in interest rates due to its variable-rate debt. To manage this risk, the Company periodically enters into interest rate swap agreements. These agreements involve the receipt of variable-rate amounts in exchange for fixed-rate interest payments over the life of the respective swap agreement without an exchange of the underlying notional amounts. The Company’s objective for utilizing these derivative instruments is to reduce its exposure to fluctuations in cash flows due to changes in interest rates.

The following tables include the key provisions of the Company’s interest rate swap agreements, including the fair value, as of March 31, 2026 and December 31, 2025:

The Company is also subject to volatility in foreign exchange rates due to its foreign-currency denominated intercompany loans to certain international subsidiaries. To manage this risk, the Company periodically enters into cross-currency swap agreements. These agreements effectively mitigate the Company’s exposure to fluctuations in cash flows due to changes in foreign exchange rates. The Company previously had one outstanding intercompany loan balance of A$153.5 million that was hedged under a cross-currency swap agreement in 2025. This agreement involved the receipt of fixed USD amounts in exchange for payment of fixed AUD amounts over the life of the respective intercompany loan. On December 23, 2025, the Company terminated the cross-currency swap agreement and received cash proceeds of approximately $8.2 million from the counterparty. The related intercompany loan was fully repaid on January 28, 2026.

The Company determines the fair value of its derivative instruments using a present value calculation with significant observable inputs classified as Level 2 of the fair value hierarchy. Derivative asset balances are recorded on the accompanying Condensed Consolidated Balance Sheets within “Other assets” and derivative liability balances are recorded on the accompanying Condensed Consolidated Balance Sheets within “Accounts payable and accrued expenses”.

There have been no significant changes to our policy or strategy related to derivative financial instruments from that disclosed in our 2025 Annual Report on Form 10-K.

For derivatives designated and that qualify as cash flow hedges, the gain or loss on the derivative instrument is recorded as “Unrealized net gain (loss) on cash flow hedges” on the accompanying Condensed Consolidated Statements of Comprehensive Loss and subsequently reclassified in the period(s) during which the hedged transaction affects earnings within the same income statement and related cash flow line items as the earnings effect of the hedged transaction. During the next twelve months, the Company estimates that an additional $1.9 million will be reclassified as a decrease to “Interest expense”.

The following tables present the effect of the Company’s designated derivative financial instruments on the accompanying Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025, including the impacts to Accumulated other comprehensive loss (“AOCI”):

The Company’s derivatives are subject to master netting agreements. There were no impacts from offsetting as of March 31, 2026 and the impacts from offsetting were immaterial as of December 31, 2025.

As of March 31, 2026 and December 31, 2025, the Company has not posted any collateral related to these agreements. The Company has agreements with each of its derivative counterparties that contain a provision where the Company could be declared in default of its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company's default on the indebtedness.

6. Fair Value Measurements

As of March 31, 2026 and December 31, 2025, the carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses approximate their fair values due to the short-term maturities of the instruments.

The Company’s financial assets and liabilities recorded at fair value on a recurring basis include derivative instruments. The Company’s assets and liabilities recorded at fair value on a non-recurring basis include long-lived assets when events or changes in circumstances indicate that the carrying amounts may not be recoverable.

The Company’s assets and liabilities measured or disclosed at fair value are as follows:

(1)The carrying value of the Senior Unsecured Notes, Senior Unsecured Term Loans, and Senior Unsecured Revolving Credit Facility is disclosed in Note 4 - Debt to these Condensed Consolidated Financial Statements.

7. Income Taxes

The Company’s effective tax rate for the three months ended March 31, 2026 and 2025 varies from the statutory U.S. federal income tax rate primarily due to the Company being designated as a REIT that is generally treated as a non-tax paying entity. During the three months ended March 31, 2026 and 2025, the effective tax rate was impacted by the blend of pre-tax book income and losses generated year over year by jurisdiction. During the three months ended March 31, 2026, a non-recurring $3.9 million discrete tax expense was recognized attributable to the establishment of a valuation allowance in the U.S.

The international tax framework (“Pillar 2”) created by the Organization for Economic Co-operation and Development includes a global minimum tax of 15 percent. Legislation adopting these provisions has been enacted in certain jurisdictions where the Company operates and was effective starting in the Company's 2024 calendar year. The Company concluded that the legislation does not have a material impact on the Company’s income tax expense.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA makes permanent certain key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation. ASC 740 - Income Taxes, requires the tax effects of changes in tax rates and laws to be recognized in the period in which the legislation is enacted. Those effects, both current tax and deferred tax, are reported as part of continuing operations. The legislation was signed into law during the three months ended September 30, 2025. Certain provisions apply to tax years beginning after December 31, 2025, the estimated impact was included in continuing operations for the three months ended March 31, 2026 and was not material.

8. Commitments and Contingencies

Legal Proceedings

In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company and its legal counsel evaluate the merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought. If the assessment of a contingency suggests that a loss is probable, and the amount can be reasonably estimated, then a loss is recorded.

In addition to any matters discussed herein, the Company may be subject to litigation and claims arising from the ordinary course of business. In the opinion of management, after consultation with legal counsel, the outcome of such matters is not expected to have a material impact on the Company’s financial condition, results of operations, or cash flows.

Environmental Matters

The Company is subject to a wide range of environmental laws and regulations in each of the locations in which the Company operates. Compliance with these requirements can involve significant capital and operating costs. Failure to comply with these requirements can result in civil or criminal fines or sanctions, claims for environmental damages, remediation obligations, the revocation of environmental permits, or restrictions on the Company’s operations.

The Company records accruals for environmental matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on current law and existing technologies. The Company adjusts these accruals periodically as assessment and remediation efforts progress or as additional technical or legal information become available. The Company had nominal amounts recorded as environmental liabilities in “Accounts payable and accrued expenses” as of March 31, 2026 and December 31, 2025 on the Condensed Consolidated Balance Sheets. Most of the Company’s warehouses utilize ammonia as a refrigerant. Ammonia is classified as a hazardous chemical regulated by the Environmental Protection Agency, and an accident or significant release of ammonia from a warehouse could result in injuries, loss of life, and property damage. Future changes in applicable environmental laws or regulations, or in the interpretations of such laws and regulations, could negatively impact the Company. The Company believes it is in compliance with applicable environmental regulations in all material respects. Under various U.S. federal, state, and local environmental laws, a current or previous owner or operator of real estate may be liable for the entire cost of investigating, removing, and/or remediating hazardous or toxic substances on such property. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the contamination. Even if more than one person may have been responsible for the contamination, each person covered by the environmental laws may be held responsible for the entire clean-up cost. There were no material unrecorded contingent liabilities as of March 31, 2026 and December 31, 2025.

Occupational Safety and Health Act (“OSHA”)

The Company’s warehouses located in the U.S. are subject to regulation under OSHA, which requires employers to provide associates with an environment free from hazards, such as exposure to toxic chemicals, excessive noise levels, mechanical dangers, heat or cold stress, and unsanitary conditions. The cost of complying with OSHA and similar laws enacted by states and other jurisdictions in which we operate can be substantial, and any failure to comply with these regulations could expose us to substantial penalties and potentially to liabilities to associates who may be injured at our warehouses. The Company records accruals for OSHA matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. The Company believes that it is in substantial compliance with all OSHA regulations and that no material unrecorded liabilities exist as of March 31, 2026 and December 31, 2025. Future changes in applicable environmental laws or regulations, or in the interpretation of such laws and regulations, could negatively impact the Company.

9. Accumulated Other Comprehensive Loss

The Company reports activity in Accumulated other comprehensive loss (“AOCI”) for foreign currency translation adjustments, including the translation adjustment for investments in partially owned entities, unrealized gains and losses on designated derivatives, and minimum pension liability adjustments (net of tax). The activity in AOCI for the three months ended March 31, 2026 and 2025 is as follows:

(1)Refer to Note 5 - Derivative Financial Instruments for details of our derivative and designated non-derivative financial instruments, including the classification on the Condensed Consolidated Statements of Operations for items reclassified from AOCI to Net loss.

10. Segment Information

Our operating segments are aggregated intotwo reportable segments: Warehouse and Transportation.

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. Refer to Note 1 - General for further details on this change.

•Warehouse. Our core business is our Warehouse segment, where we provide temperature-controlled warehouse storage and related handling and other warehouse services. We collect rent and storage fees to store customers’ frozen and perishable food and other products. Our handling services optimize our customers’ product movement through the cold chain, including placement, case-picking, blast freezing, e-commerce fulfillment, and other recurring handling services. Further, we manage warehouses on behalf of third parties and provide warehouse management services to leading food manufacturers and retailers in their owned facilities.

Significant Warehouse segment expenses include labor, power, other facilities costs, and other service costs.

Labor - Labor, the most significant part of warehouse expenses, covers wages, benefits, workers' compensation.

Power - The cost of power, also a significant cost of operations, fluctuates based on the price of power in the regions that our facilities operate and the required temperature zone or freezing required.

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

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

•Transportation. In our Transportation segment, we broker, manage or operate transportation of frozen and perishable food and other products for our customers. Our services include consolidation (i.e., combining products for efficient shipment), freight under management services (i.e., arranging and overseeing transportation of customer inventory) and dedicated transportation, each designed to improve efficiency and reduce transportation and logistics costs to our customers.

Transportation services cost of operationsare 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.

The accounting policies used in the preparation of our reportable segments financial information are the same as those used in the preparation of our Condensed Consolidated Financial Statements. Our CODM is our Chief Executive Officer, who uses segment contribution to evaluate segment performance and to allocate resources. The CODM considers budget-to-actual variances on a monthly, quarterly, and annual basis using the segment profit or loss measure when making decisions about allocating capital and personnel to the segments. The CODM also uses the segment profit or loss measure to assess the performance for each segment by comparing the results and return on specific assets of within each segment with one another and industry competitors.

Segment contribution metrics help investors understand revenues, costs, and earnings among service types. Segment contribution is calculated as earnings before interest expense, taxes, depreciation and amortization, and excluding corporate Selling, general, and administrative expense; Transactions, strategic initiatives and other costs, net; Net gain from sale of real estate and all components of non-operating other income and expense.

Selling, general, and administrative functions support all the business segments. Therefore, the related expense is not allocated to segments as the CODM does not use it to evaluate segment performance and to allocate resources. Segment contribution is not a measurement of financial performance under U.S. GAAP and should not be considered an alternative to operating income. The Company has not disclosed assets by reportable segments, as asset information is not used by our CODM to facilitate resource allocations.

The following table presents segment revenues, significant segment expenses and segment contribution with a reconciliation to Loss before income taxes for the three months ended March 31, 2026 and 2025:

(1)Prior period Warehouse segment financial results have been recast to include the Company’s former Third-Party Managed reportable segment.

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

11. Loss per Common Share

Basic loss per share and Diluted loss per share are calculated by dividing the Net loss attributable to common stockholders by the basic and diluted weighted-average common stock outstanding in the period, respectively, using the allocation method prescribed by the two-class method. The Company applies this method to compute earnings/loss per common share because it distributes non-forfeitable dividend equivalents on restricted stock units and Operating Partnership units granted to certain associates and non-employee directors who have the right to participate in the distribution of common dividends while the restricted stock units and Operating Partnership units are unvested.

A reconciliation of the basic and diluted weighted-average common stock outstanding for the three months ended March 31, 2026 and 2025 is as follows:

For the three months ended March 31, 2026 and 2025, potential common stock under the treasury stock method and the if-converted method were antidilutive because the Company reported a Net loss for such periods. Consequently, the Company did not have any adjustments between Basic and Diluted loss per share related to stock-based awards for those periods.

The table below presents the number of antidilutive potential common shares that are not considered in the calculation of Diluted loss per share:

12. Revenue from Contracts with Customers

Disaggregated Revenues

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. Refer to Note 1 - General for further details on this change.

The following tables represent a disaggregation of revenues from contracts with customers for the three months ended March 31, 2026 and 2025, by segment and geographic region:

(1)Prior period Warehouse segment financial results 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.

(2)Revenues are within the scope of ASC 606: Revenue From Contracts With Customers. Elements of contracts or arrangements that are in the scope of other standards (e.g., leases) are separated and accounted for under those standards.

(3)Revenues are within the scope of ASC 842: Leases.

Performance Obligations

Substantially all of our revenues for warehouse storage and handling services, and management and incentive fees earned under third-party managed and other contracts are recognized over time as the customer benefits equally throughout the period until the contractual term expires. Typically, revenues are recognized over time using an input measure (e.g., passage of time). Revenues are recognized at a point in time upon delivery, when the customer typically obtains control, for most accessorial services, transportation services and reimbursed costs.

For arrangements containing non-cancellable contract terms, any variable consideration related to storage renewals or incremental handling charges above stated minimums are 100% constrained and not included in the aggregate amount of the transaction price allocated to the unsatisfied performance obligations disclosed below, given the degree in difficulty in estimation. Payment terms are generally 0 -30 days upon billing, which is typically monthly, either in advance or subsequent to the performance of services. The same payment terms typically apply for arrangements containing variable consideration.

The Company has no material warranties or obligations for allowances, refunds or other similar obligations.

As of March 31, 2026, the Company had $1.7 billion of remaining unsatisfied performance obligations from contracts with customers subject to a non-cancellable term and within contracts that have an original expected duration exceeding one year. These obligations also do not include variable consideration beyond the non-cancellable term, which due to the inability to quantify by estimate, is fully constrained. The Company expects to recognize approximately 16% of these remaining performance obligations as revenues in 2026, and the remaining 84% to be recognized over a weighted average period of 13.2 years through 2042.

Contract Balances

The timing of revenue recognition, billings and cash collections results in accounts receivable (contract assets), and unearned revenues (contract liabilities) on the accompanying Condensed Consolidated Balance Sheets. Generally, billing occurs monthly, subsequent to revenue recognition, resulting in contract assets. However, the Company may bill and receive advances or deposits from customers, particularly on storage and handling services, before revenue is recognized, resulting in contract liabilities. These assets and liabilities are reported on the accompanying Condensed Consolidated Balance Sheets on a contract-by-contract basis at the end of each reporting period. Changes in the contract asset and liability balances during the three months ended March 31, 2026, were not materially impacted by any other factors.

Receivable balances related to contracts with customers accounted for under ASC 606 were $364.1 million and $360.2 million as of March 31, 2026 and December 31, 2025, respectively. All other trade receivable balances relate to contracts accounted for under ASC 842.

Balances in unearned revenues related to contracts with customers were $21.4 million and $20.2 million as of March 31, 2026 and December 31, 2025, respectively. Substantially all revenues that were included in the contract liability balances at the beginning of 2026 have been recognized as of March 31, 2026, and represent revenues from the satisfaction of monthly storage and handling services with average customer inventory turns of approximately 30 days.

13. Subsequent Events

On May 7, 2026, the Company announced the signing of a joint venture agreement with EQT Partners (“EQT”), one of the world’s largest private equity investors, to create a new North American joint venture focused on the ownership, operation, and development of high-quality cold storage warehouse facilities.

Under the terms of the agreement, EQT and the Company will hold 70% and 30% equity interests, respectively. At inception, the Company will contribute 12 cold storage facilities to the joint venture and expects to receive proceeds from such transfer, which will be used to pay down outstanding indebtedness of the Company.

The Company will serve as operating manager for the platform, providing day-to-day operational oversight to ensure continuity of service and operational excellence. The Company will also provide development support, leveraging its longstanding customer relationships and expertise to support long-term growth, focused on strategically located assets that serve mission-critical roles in the cold chain.

The transaction remains subject to customary closing conditions and regulatory approvals.