Lineage, Inc.
For the period ended Mar 31, 2025. Filed Apr 30, 2025.
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Mar 31, 2025 · Filed Apr 30, 2025
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Stock-based compensation
(14)Stock-based compensation
Amended and Restated Lineage 2024 Incentive Award Plan
In July 2024, the Company’s pre-IPO Incentive Award Plan was amended and restated, creating the Amended and Restated Lineage 2024 Incentive Award Plan (the “2024 Plan”). The 2024 Plan is administered by certain committees of the Board (the “Plan Administrator”) and provides for the award of RSUs, performance share awards, LTIP Units, stock options, stock appreciation rights, restricted stock, stock payments, dividend equivalents, and other incentive awards, each as defined in the 2024 Plan, to eligible employees, consultants, and members of the Board (collectively, “Plan participants”).
(a)Restricted stock units
Certain Plan participants were granted awards of RSUs covering shares of the Company’s common stock. Certain RSUs contain only a service vesting condition (“time-based RSUs”) and certain RSUs contain vesting conditions based on service, Company performance, and market performance (“performance-based RSUs”).
On March 18, 2025, the Company granted new performance-based RSUs that will vest upon completion of the 2025 performance year based on the achievement of certain Earnings before interest, taxes, depreciation, and amortization (“EBITDA”) metrics, subject to continued service. The fair value of these awards granted was estimated to be equivalent to the close price of the Company’s stock on the grant date. The related stock-based compensation expense is based on the forecasted likelihood of achievement of the performance metrics (during the performance period) or the actual achievement of the performance metrics (at the completion of the performance period).
The following represents a summary of outstanding RSUs:
| Time-based RSUs | Weighted average grant date fair value per unit | Performance-based RSUs | Weighted average grant date fair value per unit | |
|---|---|---|---|---|
| Unvested as of December 31, 2024 | 1,461,789 | $84.78 | 127,946 | $89.85 |
| Awards granted | — | — | 152,467 | 60.70 |
| Awards vested | (29,238) | 83.77 | — | — |
| Awards forfeited | (93,424) | 83.89 | (5,254) | 89.85 |
| Unvested as of March 31, 2025 | 1,339,127 | $84.86 | 275,159 | $73.70 |
As of March 31, 2025, there was $67 million of unrecognized stock-based compensation expense related to unvested time-based RSUs that is expected to be recognized over a weighted-average period of 1.3 years.
As of March 31, 2025, there was $17 million of unrecognized stock-based compensation expense related to unvested performance-based RSUs that is expected to be recognized over a weighted-average period of 1.2 years.
(b)LTIP Units
LTIP Units are a class of partnership interests in the Operating Partnership which may be issued to eligible Plan participants for the performance of services to or for the benefit of the Company and Operating Partnership. Certain LTIP Units contain only a service vesting condition (“time-based LTIP Units”) and certain LTIP Units contain vesting conditions based on service, Company performance, and market performance (“performance-based LTIP Units”).
The following represents a summary of outstanding LTIP Units:
| Time-based LTIP Units | Weighted average grant date fair value per unit | Performance-based LTIP Units | Weighted average grant date fair value per unit | |
|---|---|---|---|---|
| Unvested as of December 31, 2024 | 1,218,732 | $87.86 | 1,776,421 | $89.85 |
| Awards granted | 17,074 | 58.57 | — | — |
| Awards vested | — | — | — | — |
| Awards forfeited | — | — | — | — |
| Unvested as of March 31, 2025 | 1,235,806 | $87.46 | 1,776,421 | $89.85 |
As of March 31, 2025, there was $72 million of unrecognized stock-based compensation cost related to unvested time-based LTIP Units that is expected to be recognized over a weighted-average period of 1.5 years.
As of March 31, 2025, there was $60 million of unrecognized stock-based compensation cost related to unvested performance-based LTIP Units that is expected to be recognized over a weighted-average period of 1.8 years.
Stock-Based Compensation Expense
The following table summarizes the Company’s stock-based compensation expense by line item in the condensed consolidated statements of operations and comprehensive income (loss):
| Three Months Ended March 31, | ||
|---|---|---|
| (in millions) | 2025 | 2024 |
| Cost of operations | $1 | $— |
| General and administrative expense | 36 | 5 |
| Acquisition, transaction, and other expense | 3 | — |
| Total stock-based compensation expense | $40 | $5 |
The following table summarizes the Company’s stock-based compensation expense by award type:
| Three Months Ended March 31, | ||
|---|---|---|
| (in millions) | 2025 | 2024 |
| Restricted Stock Units: | ||
| Time-based | $16 | $— |
| Performance-based | 2 | — |
| LTIP Units: | ||
| Time-based | 14 | — |
| Performance-based | 8 | — |
| BGLH Restricted Class B units | — | 3 |
| Management Profits Interests Class C units | — | 2 |
| Total stock-based compensation expense | $40 | $5 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.