Lineage, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Lineage, Inc.

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Dear Fellow Shareholders,

Looking back on 2024, it’s clear this has been a transformational year for Lineage, Inc. – one that not only strengthened our leadership in the cold storage industry but also laid the foundation for potential continued innovation, growth and long-term value creation. We enhanced our financial position, achieved strong operating results, executed multiple accretive acquisitions, and entered 2025 well-positioned for continued momentum. Importantly, we believe this performance demonstrated the exceptional work of all our team members and Lineage’s ability to be resilient during a challenging, yet exciting time.

Our successful listing on the Nasdaq Global Select Market was a defining moment. In July, we executed the largest Initial Public Offering (“IPO”) of 2024 and the largest REIT IPO in history. We believe this milestone underscored the strength of our business, allowing us to reduce the company’s leverage to under 5x while positioning us for future growth. Additionally, it contributed to Lineage earning investment-grade ratings from both Moody’s Investors Service and Fitch Ratings, further solidifying our capital position.

Financial Strength and Operational Excellence

Driven by our market leadership, network effects, and operational discipline, we expanded margins, increased adjusted EBITDA and AFFO per share, and delivered $5.3 billion in total revenue. Our focus on generating strong durable cash flow alongside NOI and same warehouse growth remains a priority, and we expect it will provide us with the flexibility to reinvest in existing assets, drive innovation, pursue strategic acquisitions and undertake development projects that we expect to be accretive – all while returning capital to shareholders through dividends.

In the face of a challenging macroeconomic landscape, we maintained robust operating fundamentals during 2024 with 78% same warehouse physical occupancy. We also delivered what we believe to be world-class service levels and achieved our best truck turn times for our customers while setting an all-time internal benchmark for safety performance. Underscoring our unwavering commitment to operational excellence, we also achieved the best warehouse labor productivity in our history.

Building on this momentum, we continue to work to enhance efficiency across our network. Our warehouses are engineered for high performance, and we remain focused on enhancing service levels and reducing our cost structure through a strategic focus on lean process excellence, labor productivity and energy management.

Backbone of the Global Food Supply Chain

As the world’s largest global temperature-controlled warehouse REIT, we’re proud to play a mission-critical role in the global food supply chain. Lineage’s highly diversified, strategically located and scaled network of warehouses are weighted toward high-population density markets and key port locations – serving as critical nodes in our customers’ supply chains. This robust portfolio is further strengthened by our integrated solutions business, offering an “all services under one roof” experience for our customers to facilitate the seamless movement of their products across the food supply chain and throughout the world.

We believe cold storage is the backbone of the global food supply chain – a high-growth and recession-resilient sector driven by increasing global demand for temperature-controlled logistics. Fueled by population growth, favorable consumer trends, and a rising reliance on temperature-controlled logistics support, the market presents compelling opportunities for expansion.

We capitalized on these opportunities during 2024, deploying over $760 million in growth capital to reinforce Lineage’s market leadership and expand our global footprint. This included the strategic acquisitions of ColdPoint

Logistics in Kansas City and Luik Natie, a key logistics hub in the Port of Antwerp, Belgium – the second-largest port in Europe.

Beyond acquisitions, we continue to execute on our significant pipeline of greenfield developments and expansion projects. In September, we opened a fully automated cold storage warehouse in Hazleton, Pennsylvania. This innovative, state-of-the-art facility features automated full-pallet, layer pick, and case pick capabilities powered by our proprietary LinOS technology and patented algorithms.

Leading Through Innovation

At the heart of our success is a strong focus on innovation. As a technology- and data science-led company, we have a proven track record of developing solutions and technologies that have enhanced efficiency while minimizing the environmental impact of our supply chain operations.

In 2024, we reached a major milestone – our 100 th patent – many addressing unique, complex problems within the cold chain, ranging from advanced automation to cutting-edge algorithms. These innovations have elevated our operational performance, improved service levels, and reinforced Lineage’s leadership in temperature-controlled technology.

Further advancing our technological capabilities, we’ve continued piloting the rollout of LinOS, our proprietary warehouse execution system engineered to further transform our operations. Built through years of cross-functional innovation between our data science, technology, and operations teams, LinOS leverages patented and proprietary algorithms that we believe will deliver significantly higher performance for our customers while accelerating efficiency gains. This transformative technology has already been successfully deployed in multiple automated facilities and pilots in conventional buildings have begun, delivering promising early results.

Looking Ahead – Extending our Industry Leadership

While we celebrate the numerous milestones achieved during 2024, we are keenly aware of the new opportunities, challenges and responsibilities that accompany this success. As we look to the future, we remain guided by our vision of building a more sustainable cold chain. Bolstered by what we believe to be considerable competitive advantages – including high-quality assets in highly desirable and strategic locations around the world – we are focused on executing our disciplined and well-defined strategy for sustained organic growth and industry leadership.

Coupled with a robust pipeline of potential future greenfield developments, strategic expansions, and acquisitions that are expected to be value-accretive, we believe Lineage is well-positioned to maximize shareholder value and deliver compounding growth at attractive returns. This commitment to driving long-term shareholder value is underpinned by a strong focus on operational excellence, continued innovation and a talented leadership team and workforce.

In closing, I would like to thank our customers and suppliers for their ongoing partnership, our Board of Directors for their continued strategic guidance and counsel, and our shareholders for their support and confidence in Lineage. I’d also like to extend my deep appreciation to Lineage’s talented global team. By maintaining the highest levels of performance and customer support, they have helped build our culture of accomplishment and their dedication and expertise are the cornerstone of our continued success.

With our unique portfolio of assets, a disciplined approach to growth, and a strong commitment to innovation, we believe Lineage will continue to shape the future of the cold storage industry and create sustainable value for our shareholders.

Sincerely,

/s/ Greg Lehmkuhl

Greg Lehmkuhl

President & Chief Executive Officer

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 18, 2025

To the Stockholders of Lineage, Inc.:

The 2025 annual meeting of stockholders (the “Annual Meeting”) of Lineage, Inc., a Maryland corporation (“Lineage,” our “Company,” “we,” “our” or “us”), will be held virtually on June 18, 2025 at 1:00 p.m., Eastern Daylight Time, to consider and vote on the following matters:

(1)The election of ten individuals as directors, with each to serve on Lineage’s board of directors until Lineage’s 2026 annual meeting of stockholders and until their respective successors are duly elected and qualify;

(2)The ratification of the appointment of PricewaterhouseCoopers LLP as Lineage’s independent registered public accounting firm for the fiscal year ending December 31, 2025;

(3)The resolution to approve, on an advisory basis, the compensation of Lineage’s named executive officers, as more fully described in the accompanying proxy statement; and

(4)To approve, on an advisory basis, the frequency of future advisory votes on the compensation of Lineage’s named executive officers; and

(5)The transaction of such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof.

These items of business are described in the Proxy Statement that follows this notice. The close of business on March 24, 2025 (the “record date”) has been fixed by our board of directors as the record date for the determination of the stockholders entitled to notice of, and to vote at, the Annual Meeting and any postponement or adjournment thereof.

All stockholders as of the record date are cordially invited to attend the Annual Meeting, which will be conducted via a live webcast. Whether or not you plan to attend the virtual Annual Meeting, in order to assure proper representation of your shares at the Annual Meeting, we urge you to submit your proxy voting instructions.

To be admitted to the virtual Annual Meeting, you will need to log in to www.proxyvote.com using the control number found in the Notice Regarding the Availability of Proxy Materials, proxy card or voting instruction form. The Annual Meeting will begin promptly at 1:00 p.m., Eastern Daylight Time, on June 18, 2025. Online access to the webcast will open at approximately 12:45 p.m. Eastern Daylight Time. We encourage you to access the meeting in advance of the designated start time. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical assistance number that will be posted on www.virtualshareholdermeeting.com/LINE2025.

If you are a registered holder of our shares as of the close of business on the record date, you may vote by following the instructions for voting on the Notice Regarding the Availability of Proxy Materials or, if you received a paper or electronic copy of our proxy materials, by following the instructions on your proxy card. If you hold shares in “street name” through a broker or other financial institution, you must follow the instructions provided by your broker or other financial institution regarding how to authorize and instruct your broker or financial institution to vote your shares.

By Order of the Board,

/s/ Natalie Matsler

Natalie MatslerChief Legal Officer and Corporate Secretary

Novi, Michigan

This Notice of 2025 Annual Meeting of Stockholders and Proxy Statement are first being distributed or made available, as the case may be, on or about April 28, 2025.

TABLE OF CONTENTS

Forward-Looking Statements

Certain statements contained in this Proxy Statement, other than historical facts, may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to statements about Lineage’s plans, strategies, initiatives, and prospects and statements about its future results of operations, capital expenditures and liquidity. These forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which Lineage operates, and beliefs of, and assumptions made by, the Company. Such statements are subject to known and unknown risks and uncertainties which could cause actual results to differ materially from those projected or anticipated, including, but not limited to, the important factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2024 and in our other filings with the Securities and Exchange Commission (the “SEC”). Forward-looking statements in this Proxy Statement speak only as of the date of this Proxy Statement, and undue reliance should not be placed on such statements. We undertake no obligation to, nor do we intend to, update, or otherwise revise, any such statements that may become untrue because of subsequent events.

Certain Terms Used in this Proxy Statement

Unless specified or required by the context, references herein to “we,” “our,” “us,” “Lineage,” or the “Company” refer to Lineage, Inc., a Maryland corporation, and its consolidated subsidiaries. References herein to “our operating partnership” mean, prior to its conversion to a Maryland limited partnership in connection with the formation transactions, Lineage OP, LLC, a Delaware limited liability company, and after such conversion, Lineage OP, LP, a Maryland limited partnership. Lineage OP, LP, is our direct subsidiary and is managed by us. References herein to “Lineage Holdings” mean Lineage Logistics Holdings, LLC, our principal operating subsidiary and a direct subsidiary of, and managed by, our operating partnership.

In general, references herein to “Bay Grove” are to Bay Grove Capital Group LLC (“BG Capital”), a private owner-operator firm founded by our Co-Executive Chairmen, and its affiliated entities, including Bay Grove Management Company, LLC (“Bay Grove Management”) and Bay Grove Capital LLC (“Bay Grove Capital”), but excluding BGLH and the Co-Executive Chairmen. In general, references to “BGLH” are to BG Lineage Holdings, LLC, and its subsidiary BG Lineage Holdings LHR, LLC, (“LHR”). BG Capital is the managing member of Bay Grove Capital and Bay Grove Management, which is the managing member of BGLH. BG Capital is also the manager of BG Maverick, LLC (“BG Maverick”) and BG Cold, LLC (“BG Cold”). Our Co-Executive Chairmen, Adam Forste and Kevin Marchetti, are the managing members of BG Capital.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held June 18, 2025. The Proxy Statement and our 2024 Annual Report to Stockholders are available at: www.proxyvote.com.

PROXY STATEMENT

FOR 2025 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 18, 2025

This Proxy Statement is being furnished to stockholders in connection with the solicitation of proxies by and on behalf of the board of directors (the “Board”) of Lineage, Inc. for exercise at Lineage’s 2025 annual meeting of stockholders (the “Annual Meeting”). The Annual Meeting will be held in a virtual format only. This Proxy Statement, the Notice of 2025 Annual Meeting of Stockholders and the related proxy card are first being made available or sent to stockholders on or about April 28, 2025.