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Lineage, Inc.

For the period ended Sep 30, 2025. Filed Nov 5, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 5, 2025

LINE$39.13-1.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-06.

0001868159-25-000095

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-05.

0001868159-25-000110

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The 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 214 previous paragraphs and 231 current paragraphs.

140 unchanged; 62 reworded; 25 added; 12 removed; 0 previous and 4 current paragraphs rearranged.

Tables are not compared: 24 previous and 24 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 (25)

Current report

Global warehousing segment revenues were $1,013 million for the three months ended September 30, 2025, an increase of $41 million, or 4.2%, compared to $972 million for the three months ended September 30, 2024. The net increase was primarily driven by a $59 million increase in our non-same warehouse pool, partially offset by a $18 million decrease in our same warehouse pool, further discussed below. The foreign currency translation of revenues earned by our foreign operations had a $7 million favorable impact compared to the three months ended September 30, 2024.

Current report

Non-same warehouse revenues increased $59 million, or 95.2%, compared to the three months ended September 30, 2024, including approximately $56 million from acquisitions and $8 million from recently completed greenfield and expansion projects, partially offset by a $5 million net decrease from other non-same warehouse sites.

Current report

Non-same warehouse cost of operations increased $45 million, or 104.7%, compared to the three months ended September 30, 2024, including approximately $41 million from acquisitions, $3 million from recently completed greenfield and expansion projects, and $1 million from other non-same warehouse sites.

Current report

During the three months ended September 30, 2025, we recorded a goodwill impairment of $28 million (see Note 6, Goodwill and other intangible assets, net in the condensed consolidated financial statements included in this Quarterly Report for details).

Current report

Gain (loss) on extinguishment of debt. We recognized a loss on debt extinguishment of $3 million during the three months ended September 30, 2025, as a result of repaying debt related to the Spain Transportation business. We recognized a loss on debt extinguishment of $6 million for the three months ended September 30, 2024, related to unamortized deferred financing costs previously capitalized for the Delayed Draw Term Loan (DDTL), which was repaid on July 26, 2024. For additional information regarding our debt, see Note 9, Debt in our condensed consolidated financial statements included in this Quarterly Report.

Current report

Other nonoperating income (expense), net. We reported $57 million of other nonoperating expense for the three months ended September 30, 2025, compared to income of $1 million for the three months ended September 30, 2024. During the three months ended September 30, 2025, we recognized a loss of $60 million on the sale of Spain Transportation, a European subsidiary. For additional information regarding the divestiture, see Note 4, Business combinations, asset acquisitions, and divestitures in the condensed consolidated financial statements included in this Quarterly Report.

Current report

The following table presents the operating results of our global warehousing segment for the nine months ended September 30, 2025 and 2024.

Current report

Global warehousing segment revenues were $2,927 million for the nine months ended September 30, 2025, an increase of $20 million, or 0.7%, compared to $2,907 million for the nine months ended September 30, 2024. The net increase was primarily driven by a $100 million net increase in our non-same warehouse pool, partially offset by a $80 million decrease in our same warehouse pool, further discussed below. The foreign currency translation of revenues earned by our foreign operations had a $2 million favorable impact compared to the nine months ended September 30, 2024.

Current report

Global warehousing segment cost of operations was $1,816 million for the nine months ended September 30, 2025, an increase of $61 million, or 3.5%, compared to $1,755 million for the nine months ended September 30, 2024. A $78 million net increase in our non-same warehouse pool, was partially offset by a $17 million decrease in our same warehouse pool, further discussed below. The foreign currency translation of cost of operations from our foreign operations had a $1 million unfavorable impact compared to the nine months ended September 30, 2024.

Current report

Non-same warehouse revenues increased $100 million, or 51.8%, compared to the nine months ended September 30, 2024, including approximately $113 million from acquisitions and $18 million from recently completed greenfield and expansion projects, partially offset by a $32 million net decrease from other non-same warehouse sites.

Current report

Non-same warehouse cost of operations increased $78 million, or 60.5%, compared to the nine months ended September 30, 2024, including approximately $80 million from acquisitions and $7 million from recently completed greenfield and expansion projects, partially offset by a $10 million net decrease from other non-same warehouse sites.

Current report

The following table presents the operating results of our global integrated solutions segment for the nine months ended September 30, 2025 and 2024.

Current report

During the nine months ended September 30, 2025, we recorded a goodwill impairment of $28 million (see Note 6, Goodwill and other intangible assets, net in the condensed consolidated financial statements included in this Quarterly Report for details).

Current report

Other nonoperating income (expense), net. We reported $56 million of other nonoperating loss for the nine months ended September 30, 2025, compared to net income of $1 million for the nine months ended September 30, 2024. During the nine months ended September 30, 2025, we recognized a loss of $60 million on the sale of Spain Transportation, a European subsidiary. For additional information regarding the divestiture, see Note 4, Business combinations, asset acquisitions, and divestitures in our the condensed consolidated financial statements included in this Quarterly Report.

Current report

Since the IPO, the board of directors of the Company has declared a regular quarterly cash dividend, which was prorated for the inaugural period of the third quarter of 2024 at $0.38 per share of common stock. The dividend declared every quarter since then has been $0.5275 per share of common stock. Each dividend is payable to shareholders of record as of the last day of the respective quarter and is paid in the subsequent month.

Current report

Goodwill is tested for impairment by assessing qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of the reporting unit is less than its carrying amount. Qualitative factors assessed include reporting units’ financial performance as compared to budget, macroeconomic conditions, labor and energy cost trends, growth in pricing of our capital raises, and other events and trends impacting fair values of our reporting units. If, after assessing the totality of events or circumstances, or based on management’s judgment, we determine it is more likely than not the fair value of a reporting unit is less than its carrying amount, a quantitative impairment test is performed.

Current report

We assess goodwill for impairment at our annual impairment testing date of October 1 and whenever events or circumstances indicate that it is more-likely-than-not that a reporting unit’s fair value is below its carrying value. Due to the sale of Lineage Spain Transportation S.L.U. during the three months ended September 30, 2025, we determined that the impacted reporting unit more likely than not had a fair value below its carrying value. As such, we performed a quantitative assessment on this reporting unit, estimating its fair value as described below. Carrying value of this reporting unit included assets and liabilities attributable to its business operations and allocated goodwill as of the interim testing date. Based on the results of the quantitative assessment, we recorded a $28 million goodwill impairment for the three months ended September 30, 2025.

Current report

Fair value of the reporting unit was estimated using a combination of equally weighted income approach and market approach. There was not a material difference in values estimated under each method, and as such, the weightings were not a significant estimate. We utilized third-party valuation specialists and used industry accepted valuation models in calculating the reporting unit’s fair value estimate.

Current report

The income approach is based on discounted future cash flows and requires key assumptions, including the following:

Current report

•Future revenue growth: our analysis utilized an assumption of future growth based on industry forecasts, historical results, and existing long-term contracts. The long-term revenue growth assumption used in our model was 3.0%.

Current report

•Operating costs and profitability: our analysis utilized an assumption of future operating costs based on industry forecasts, historical results, operational focus of management, and market energy cost projections, assuming a slow, steady increase in our EBITDA margin.

Current report

•Capital requirements: we estimated future capital requirements based on current planned expansions, appropriation requests, and projected growth of existing operations included in the estimate of future revenue growth.

Current report

•Discount rates: we utilized a WACC that considers the cost of capital and cost of debt, with inputs such as risk premiums, relevant comparable public companies’ debt and capital metrics, tax rates, risk-free interest rates, and other assumptions. Our selected WACC rate was 10.5%.

Current report

The market approach is based on market EBITDA multiples and requires judgment in selection of comparable companies and appropriate multiples. If the market conditions improve or deteriorate, we overachieve or don’t achieve the projected revenue growth or operational efficiencies, our capital spend changes significantly from the estimated figures, or other notable changes in our business occur, it could result in a lower or higher estimated goodwill impairment in this reporting unit.
Removed paragraphs (12)

Previous report

Global warehousing segment revenues were $970 million for the three months ended June 30, 2025, an increase of $4 million, or 0.4%, compared to $966 million for the three months ended June 30, 2024. The net increase was primarily driven by a $30 million increase in our non-same warehouse pool, partially offset by a $26 million decrease in our same warehouse pool, further discussed below. The foreign currency translation of revenues earned by our foreign operations had a $6 million favorable impact compared to the three months ended June 30, 2024.

Previous report

Non-same warehouse revenues increased $30 million, or 52.6%, compared to the three months ended June 30, 2024, including approximately $36 million from acquisitions and $5 million from recently completed greenfield and expansion projects, partially offset by a $12 million net decrease from other non-same warehouse sites.

Previous report

Non-same warehouse cost of operations increased $24 million, or 61.5%, compared to the three months ended June 30, 2024, including approximately $26 million from acquisitions and $2 million from recently completed greenfield and expansion projects, partially offset by a $5 million net decrease from other non-same warehouse sites including closed facilities.

Previous report

Other nonoperating income (expense), net. We reported $1 million of other nonoperating income for the three months ended June 30, 2025, an increase of $1 million compared to expenses of less than $1million for the three months ended June 30, 2024.

Previous report

The following table presents the operating results of our global warehousing segment for the six months ended June 30, 2025 and 2024.

Previous report

Global warehousing segment revenues were $1,914 million for the six months ended June 30, 2025, a decrease of $21 million, or 1.1%, compared to $1,935 million for the six months ended June 30, 2024. The net decrease was primarily driven by a $62 million decrease in our same warehouse pool, partially offset by a $41 million net increase in our non-same warehouse pool, further discussed below. The foreign currency translation of revenues earned by our foreign operations had a $5 million unfavorable impact compared to the six months ended June 30, 2024.

Previous report

Global warehousing segment cost of operations was $1,187 million for the six months ended June 30, 2025, an increase of $21 million, or 1.8%, compared to $1,166 million for the six months ended June 30, 2024. An $11 million decrease in our same warehouse pool was offset by a $32 million net increase in our non-same warehouse pool, further discussed below. The foreign currency translation of cost of operations from our foreign operations had a $3 million favorable impact compared to the six months ended June 30, 2024.

Previous report

Non-same warehouse revenues increased $41 million, or 34.7%, compared to the six months ended June 30, 2024, including approximately $57 million from acquisitions and $10 million from recently completed greenfield and expansion projects, partially offset by a $26 million net decrease from other non-same warehouse sites.

Previous report

Non-same warehouse cost of operations increased $32 million, or 40.5%, compared to the six months ended June 30, 2024, including approximately $39 million from acquisitions and $4 million from recently completed greenfield and expansion projects, partially offset by a $11 million net decrease from other non-same warehouse sites, including closed facilities.

Previous report

The following table presents the operating results of our global integrated solutions segment for the six months ended June 30, 2025 and 2024.

Previous report

Other nonoperating income (expense), net. We reported $1 million of other nonoperating income for the six months ended June 30, 2025, compared to net income (expense) of less than $1 million for the six months ended June 30, 2024.

Previous report

The board of directors of the Company declared a quarterly cash dividend of $0.5275 per share of common stock for the fourth quarter of 2024, which was paid on January 21, 2025. The board of directors of the Company also declared a quarterly cash dividend of $0.5275 per share of common stock for the first quarter of 2025. The dividend was payable to shareholders of record as of March 31, 2025 and was paid on April 21, 2025. The board of directors of the Company also declared a quarterly cash dividend of $0.5275 per share of common stock for the second quarter of 2025. The dividend was payable to shareholders of record as of June 30, 2025 and was paid on July 21, 2025.
Reworded paragraphs (62)

Previous wording

Restructuring, impairment, and (gain) loss on disposals. Our restructuring, impairment, and (gain) loss on disposals include certain contractual and negotiated severance and separation costs from exited former executives, costs related to reductions in headcount to achieve operational efficiencies, and costs associated with exiting non-strategic operations. We record such costs when there is a substantive plan for employee severance or employees are otherwise entitled to benefits (e.g., in case of one-time terminations) and related costs are probable and estimable. It also includes gains (losses) on dispositions of property, plant, and equipment and impairments of long-lived assets, net of related gains on insurance recoveries.

Current wording

Restructuring, impairment, and (gain) loss on disposals. Our restructuring, impairment, and (gain) loss on disposals include certain contractual and negotiated severance and separation costs from exited former executives, costs related to reductions in headcount to achieve operational efficiencies, and costs associated with exiting non-strategic operations. We record such costs when there is a substantive plan for employee severance or employees are otherwise entitled to benefits (e.g., in case of one-time terminations) and related costs are probable and estimable. It also includes gains (losses) on dispositions of property, plant, and equipment and impairments of goodwill and long-lived assets, net of related gains on insurance recoveries.

Previous wording

•Inflation and Customer Rate Increases. In response to significant inflationary impacts in recent years across wages, energy, and other operational costs, we implemented customer rate increases to offset such impacts to our operating results. Offsetting these inflationary price increases, we are seeing pricing pressure in certain markets with excess capacity, but overall we expect pricing to remain stable for the remainder of the year. We believe that higher food costs have continued to impact end-consumers’ buying decisions for certain commodities, which could negatively impact our customers. While certain indicators have suggested downward progress in inflation, the global economy continues to be impacted by elevated inflation rates and faces further inflation risk. In addition, tariff and other trade policies may continue to cause overall uncertainty and could further aggravate inflation.

Current wording

•Inflation and Customer Rate Increases. In response to significant inflationary impacts in recent years across wages, energy, and other operational costs, we implemented customer rate increases to offset such impacts to our operating results. Offsetting these inflationary price increases, we are seeing pricing pressure in certain markets with excess capacity, but overall we expect pricing to remain stable for the remainder of the year within a range based upon types of services provided, seasonal harvests, and types of customers (local versus export). We believe that higher food costs have continued to impact end-consumers’ buying decisions for certain commodities, which could negatively impact specific customers; however, overall demand in retail and foodservice has grown recently, according to market data. Inflation overall has progressed toward more normal levels, however tariff and other trade policies have continued to cause overall uncertainty and aggravated inflation in certain sectors.

Previous wording

•Occupancy and Throughput. Coming out of the global pandemic, we experienced higher physical occupancy levels through the first half of 2023, particularly in North America, significantly driven by customers increasing production and inventories in response to supply chain backlogs in recent years. Beginning in the second half of 2023, we believe customers began rationalizing inventory levels in response to factors such as continued higher interest rates and inflation. This rationalization has driven changes in customer demand for our warehouse space and services. As our customers continue to adjust to these new demand levels and rationalize inventory, we have seen lower occupancy and throughput volume across our network. Recently, we have seen a return to more normal seasonal inventory patterns, but occupancy levels late in the second quarter and early into the third quarter of 2025 were muted. We still anticipate increases in the second half of the year, driven by factors such as the North America harvest season and holiday inventory build-ups, although softer than our prior expectations. Occupancy and throughput are also impacted by import and export activity, and could be impacted by changes in tariffs and trade policies. We are continuing to monitor the impact of tariffs on our and our customers’ business, but we believe that over the long-term, end-consumer demand will remain consistent with historic levels. To optimize our global warehousing network and maximize NOI, we review our operations to determine whether it is beneficial to reposition or temporarily idle existing warehouses or consolidate existing operations. If such actions are taken, we strive to relocate customers affected by such activities into other warehouses in our global warehousing network.

Current wording

•Occupancy and Throughput. Coming out of the global pandemic, we experienced higher physical occupancy levels through the first half of 2023, particularly in North America, significantly driven by customers increasing production and inventories in response to supply chain backlogs in recent years. Beginning in the second half of 2023, we believe customers began rationalizing inventory levels in response to factors such as continued higher interest rates and inflation. This rationalization has driven changes in customer demand for our warehouse space and services. As our customers continue to adjust to these new demand levels and rationalize inventory, we have seen lower occupancy and throughput volume across our network. In the third quarter of 2025, we saw a return to more normal seasonal inventory patterns, but occupancy levels were muted. We still anticipate increases early into the fourth quarter, driven by factors such as the end of the North American harvest season and holiday inventory build-ups. While our total occupancy outlook for the fourth quarter is unchanged as compared to our previous expectations, we are seeing slightly lower occupancy in the U.S. due to less than expected new U.S. business in the quarter, which is being offset by higher occupancy outside the U.S.

Previous wording

The following discussion represents our analysis of results of operations for the three and six months ended June 30, 2025 as compared to the three and six months ended June 30, 2024.

Current wording

The following discussion represents our analysis of results of operations for the three and nine months ended September 30, 2025 as compared to the three and nine months ended September 30, 2024.

Previous wording

Global warehousing segment cost of operations was $603 million for the three months ended June 30, 2025, an increase of $21 million, or 3.6%, compared to $582 million for the three months ended June 30, 2024. The net increase was primarily driven by a $24 million increase in costs of our non-same warehouse pool, partially offset by a $3 million decrease in costs of our same warehouse pool, further discussed below. The foreign currency translation of cost of operations from our foreign operations had a $4 million unfavorable impact compared to the three months ended June 30, 2024.

Current wording

Global warehousing segment cost of operations was $629 million for the three months ended September 30, 2025, an increase of $40 million, or 6.8%, compared to $589 million for the three months ended September 30, 2024. The net increase was primarily driven by a $45 million increase in costs of our non-same warehouse pool, partially offset by a $5 million decrease in costs of our same warehouse pool, further discussed below. The foreign currency translation of cost of operations from our foreign operations had a $5 million unfavorable impact compared to the three months ended September 30, 2024.

Previous wording

Global warehousing segment NOI was $367 million for the three months ended June 30, 2025, a decrease of $17 million, or 4.4%, compared to $384 million for the three months ended June 30, 2024. The net decrease included a decrease of $23 million in our same warehouse pool, partially offset by a net increase of $6 million in our non-same warehouse pool. The foreign currency translation from our foreign operations had a $2 million net impact compared to the three months ended June 30, 2024.

Current wording

Global warehousing segment NOI was $384 million for the three months ended September 30, 2025, an increase of $1 million, or 0.3%, compared to $383 million for the three months ended September 30, 2024. The net increase included an increase of $14 million in our non-same warehouse pool, partially offset by a decrease of $13 million in our same warehouse pool. The foreign currency translation from our foreign operations had a $2 million net favorable impact compared to the three months ended September 30, 2024.

Previous wording

Same warehouse storage revenues decreased $15 million, or 3.1%, compared to the three months ended June 30, 2024, primarily driven by changes in customer mix and by lower average occupancy offsetting the increase in average rates. Economic occupancy decreased by 280 basis points, as our customers rationalized inventory and production levels during continued economic pressures. Same warehouse storage revenues per economic occupied pallet increased 0.8% compared to three months ended June 30, 2024, primarily driven by favorable rates, as discussed above, and other changes in our business profile in response to changing customer needs.

Current wording

Same warehouse storage revenues decreased $4 million, or 0.8%, compared to the three months ended September 30, 2024, primarily driven by lower average occupancy, partially offset by an increase in average rates. Economic occupancy decreased by 80 basis points, as our customers rationalized inventory and production levels during continued economic pressures. Same warehouse storage revenues per economic occupied pallet increased 0.9% compared to three months ended September 30, 2024, primarily driven by favorable rates, as discussed above, and other changes in our business profile in response to changing customer needs.

Previous wording

Same warehouse services revenues decreased $11 million, or 2.5%, compared to the three months ended June 30, 2024, primarily due to lower throughput volumes and other changes in our business profile in response to changing customer needs. Same warehouse services revenue per throughput pallet increased 0.4% compared to the three months ended June 30, 2024. Throughput pallets at our same warehouses decreased 3.2% compared to the three months ended June 30, 2024, primarily driven by customer rationalization of inventory and production levels, as discussed above.

Current wording

Same warehouse services revenues decreased $14 million, or 3.2%, compared to the three months ended September 30, 2024, primarily due to lower throughput volumes, lower average rates, and other changes in our business profile in response to changing customer needs. Same warehouse services revenue per throughput pallet decreased 1.5% compared to the three months ended September 30, 2024. Throughput pallets at our same warehouses decreased 2.0% compared to the three months ended September 30, 2024, primarily driven by customer rationalization of inventory and production levels, as discussed above.

Previous wording

Same warehouse cost of operations decreased $3 million, or 0.6%, compared to the three months ended June 30, 2024, primarily driven by lower labor and power costs resulting from decreases in occupancy and throughput volumes discussed above.

Current wording

Same warehouse cost of operations decreased $5 million, or 0.9%, compared to the three months ended September 30, 2024, primarily driven by lower other warehouse costs resulting from decreases in occupancy and throughput volumes discussed above.

Previous wording

Global integrated solutions segment revenues were $380 million for the three months ended June 30, 2025, an increase of $8 million, or 2.2%, compared to $372 million for the three months ended June 30, 2024. In addition, the foreign currency translation of revenues earned by our foreign operations had an $8 million favorable impact compared to the three months ended June 30, 2024. Excluding the impact of foreign currency translation, higher redistribution and direct-to-consumer volumes were offset by lower transportation volumes.

Current wording

Global integrated solutions segment revenues were $364 million for the three months ended September 30, 2025, an increase of $1 million, or 0.3%, compared to $363 million for the three months ended September 30, 2024. The foreign currency translation of revenues earned by our foreign operations had a $5 million favorable impact compared to the three months ended September 30, 2024. Excluding the impact of foreign currency translation, a net decrease was primarily driven by the divestiture of the Spain Transportation business which occurred in August 2025, partially offset by higher foodservice, rail, and direct-to-consumer volumes.

Previous wording

Global integrated solutions segment cost of operations was $312 million for the three months ended June 30, 2025, an increase of $3 million, or 1.0%, compared to $309 million for the three months ended June 30, 2024. The foreign currency translation of cost of operations from our foreign operations had an $8 million unfavorable impact compared to the three months ended June 30, 2024. Excluding the impact of foreign currency translation, a decrease was primarily due to cost control measures and lower transportation volumes.

Current wording

Global integrated solutions segment cost of operations was $299 million for the three months ended September 30, 2025, a decrease of $8 million, or 2.6%, compared to $307 million for the three months ended September 30, 2024. The foreign currency translation of cost of operations from our foreign operations had a $5 million unfavorable impact compared to the three months ended September 30, 2024. Excluding the impact of foreign currency translation, the decrease was primarily driven by the above-mentioned divestiture of the Spain Transportation business and cost control measures.

Previous wording

Global integrated solutions segment NOI was $68 million for the three months ended June 30, 2025, an increase of $5 million, or 7.9%, compared to $63 million for the three months ended June 30, 2024. Foreign currency translation had a less than $1 million net impact compared to the three months ended June 30, 2024.

Current wording

Global integrated solutions segment NOI was $65 million for the three months ended September 30, 2025, an increase of $9 million, or 16.1%, compared to $56 million for the three months ended September 30, 2024. Foreign currency translation had a less than $1 million net favorable impact compared to the three months ended September 30, 2024.

Previous wording

Depreciation and amortization expense. Depreciation and amortization expense was $224 million for the three months ended June 30, 2025, an increase of $5 million, or 2.3%, compared to $219 million for the three months ended June 30, 2024. The increase was primarily due to acquisitions and greenfield and expansion projects.

Current wording

Depreciation and amortization expense. Depreciation and amortization expense was $230 million for the three months ended September 30, 2025, an increase of $20 million, or 9.5%, compared to $210 million for the three months ended September 30, 2024. The increase was primarily related to information technology investments, acquisitions, and greenfield and expansion projects.

Previous wording

General and administrative expense. General and administrative expenses were $143 million for the three months ended June 30, 2025, an increase of $16 million, or 12.6%, compared to $127 million for the three months ended June 30, 2024. The increase was primarily driven by $17 million of additional stock-based compensation expense driven by the restructuring of our equity compensation plans in conjunction with becoming a public company. For the three months ended June 30, 2025 and 2024, general and administrative expenses were 10.6% and 9.5% of total revenues, respectively, with the increase primarily driven by the stock-based compensation expense mentioned above.

Current wording

General and administrative expense. General and administrative expenses were $145 million for the three months ended September 30, 2025, an increase of $2 million, or 1.4%, compared to $143 million for the three months ended September 30, 2024. For the three months ended September 30, 2025 and 2024, general and administrative expenses were 10.5% and 10.7% of total revenues, respectively.

Previous wording

Acquisition, transaction, and other expense. Acquisition, transaction, and other expenses were $37 million for the three months ended June 30, 2025, an increase of $25 million compared to $12 million for the three months ended June 30, 2024. The increase was primarily due to fair value adjustments related to Put Options issued in connection with our IPO and the recognition of stock-based compensation expense related to one-time awards associated with the IPO. For further detail on costs associated with our IPO and stock-based compensation, see Note 2, Capital structure and noncontrolling interests and Note 15, Stock-based compensation to the condensed consolidated financial statements included in this Quarterly Report.

Current wording

Acquisition, transaction, and other expense. Acquisition, transaction, and other expenses were $12 million for the three months ended September 30, 2025, a decrease of $580 million compared to $592 million for the three months ended September 30, 2024. The decrease was primarily due to costs associated with our IPO, including internalization costs and stock-based compensation expense related to one-time awards associated with the IPO. For further detail on costs associated with our IPO and stock-based compensation, see Note 2, Capital structure and noncontrolling interests and Note 15, Stock-based compensation to the condensed consolidated financial statements included in this Quarterly Report.

Previous wording

Restructuring, impairment, and (gain) loss on disposals. Restructuring, impairment, and (gain) loss on disposals were net expenses of $3 million for the three months ended June 30, 2025, a decrease of $12 million compared to net expenses of $15 million for the three months ended June 30, 2024. The decrease was primarily related to the (gain) loss associated with a fire which occurred in April 2024 at the Company’s warehouse in Kennewick, Washington, further discussed below.

Current wording

Restructuring, impairment, and (gain) loss on disposals. Restructuring, impairment, and (gain) loss on disposals were net expenses of $23 million for the three months ended September 30, 2025, an increase of $15 million compared to net expenses of $8 million for the three months ended September 30, 2024. The increase was primarily due to a goodwill impairment during the three months ended September 30, 2025, partially offset by a net decrease related to decreased net gains associated with a fire which occurred in April 2024 at the Company’s warehouse in Kennewick, Washington, further discussed below.

Previous wording

The three months ended June 30, 2025 included a net gain of $13 million resulting from insurance reimbursement related to the Kennewick, Washington fire. The three months ended June 30, 2024 included a net loss of $1 million related to the fire, consisting of a $24 million loss of carrying value of the impaired assets and $9 million of clean-up costs, partially offset by insurance reimbursement of $32 million (see Note 17, Commitments and contingencies in our condensed consolidated financial statements included in this Quarterly Report for details).

Current wording

The three months ended September 30, 2025 included a net gain of $10 million resulting from insurance reimbursement related to the Kennewick, Washington fire. The three months ended September 30, 2024 included a net gain of $5 million related to the fire, consisting of an insurance reimbursement of $18 million, partially offset by $12 million of clean-up costs and a $1 million loss of carrying value of the impaired assets (see Note 17, Commitments and contingencies in our condensed consolidated financial statements included in this Quarterly Report for details).

Previous wording

Interest (expense), net. We reported a net interest expense of $67 million for the three months ended June 30, 2025, a decrease of $81 million, or 54.7%, compared to $148 million for the three months ended June 30, 2024. The average effective interest rate of our outstanding debt was 4.3% for the three months ended June 30, 2025, a decrease from 6.3% for the three months ended June 30, 2024, due to lower average borrowings after substantial debt repayments with IPO proceeds during the second half of 2024. As a result of this repayment, the notional value of our hedging instruments represents a larger proportion of our overall borrowings. When taking into account income (expense) generated from hedging instruments, the average effective interest rate of our outstanding debt was 3.0% for the three months ended June 30, 2025, a decrease from 5.2% for the three months ended June 30, 2024. For additional information regarding our net interest expense, see Note 11, Interest expense in our condensed consolidated financial statements included in this Quarterly Report.

Current wording

Interest expense, net. We reported net interest expense of $68 million for the three months ended September 30, 2025, a decrease of $14 million, or 17.1%, compared to $82 million for the three months ended September 30, 2024. The average effective interest rate of our outstanding debt was 4.3% for the three months ended September 30, 2025, a decrease from 5.8% for the three months ended September 30, 2024, due to lower average borrowings after substantial debt repayments with IPO proceeds during the three months ended September 30, 2024. As a result of this repayment, the notional value of our hedging instruments represents a larger proportion of our overall borrowings. When taking into account income (expense) generated from hedging instruments, the average effective interest rate of our outstanding debt was 3.1% for the three months ended September 30, 2025, a decrease from 4.2% for the three months ended September 30, 2024. For additional information regarding our net interest expense, see Note 11, Interest expense in our condensed consolidated financial statements included in this Quarterly Report.

Previous wording

Gain (loss) on foreign currency transactions, net. We reported a net foreign currency exchange gain of $26 million for the three months ended June 30, 2025, compared to a net gain of $2 million for the three months ended June 30, 2024. The increase in foreign currency exchange gain was due to movements in foreign currency exchange rates against the U.S. dollar, primarily driven by the euro.

Current wording

Gain (loss) on foreign currency transactions, net. We reported a net foreign currency exchange loss of $6 million for the three months ended September 30, 2025, compared to a net gain of $14 million for the three months ended September 30, 2024. The increase in foreign currency exchange loss was due to movements in foreign currency exchange rates against the U.S. dollar, primarily driven by the euro.

Previous wording

Equity income (loss), net of tax. We reported $3 million of net income from equity method investments for the three months ended June 30, 2025, compared to a net loss of $1 million for the three months ended June 30, 2024, primarily related to our investment in Emergent Cold LatAm Holdings, LLC.

Current wording

Equity income (loss), net of tax. We reported $2 million of net loss from equity method investments for the three months ended September 30, 2025, compared to a net loss of less than $1 million for the three months ended September 30, 2024, primarily related to our investment in Emergent Cold LatAm Holdings, LLC.

Previous wording

Income tax benefit for the three months ended June 30, 2025 was $7 million, which represented a decrease of $14 million from an income tax expense of $7 million for the three months ended June 30, 2024. The decrease is primarily the result of changes in the blend of pre-tax book income and losses generated year over year by jurisdiction. Our income taxes are discussed in more detail in Note 8, Income taxes to the condensed consolidated financial statements included in this Quarterly Report.

Current wording

Income tax expense for the three months ended September 30, 2025 was $11 million, which represented an increase of $56 million from an income tax benefit of $45 million for the three months ended September 30, 2024. The tax expense in 2025 was principally created by the tax-effect of pre-tax earnings in various jurisdictions, nondeductible expenses including stock-based compensation and interest expense, and financial statement losses for which no tax benefit was recognized. The tax benefit in 2024 was principally created by the tax-effect of pre-tax earnings in various jurisdictions, tax adjustments related to REIT activity, and changes to valuation allowances recorded in the period. Our income taxes are discussed in more detail in Note 8, Income taxes to the condensed consolidated financial statements included in this Quarterly Report.

Previous wording

Comparison of Results for the Six Months Ended June 30, 2025 and 2024

Current wording

Comparison of Results for the Nine Months Ended September 30, 2025 and 2024

Previous wording

Global warehousing segment NOI was $727 million for the six months ended June 30, 2025, a decrease of $42 million, or 5.5%, compared to $769 million for the six months ended June 30, 2024. The net decrease included a decrease of $51 million in our same warehouse pool, partially offset by a net increase of $9 million in our non-same warehouse pool. The foreign currency translation from our foreign operations had a $2 million net unfavorable impact compared to the six months ended June 30, 2024.

Current wording

Global warehousing segment NOI was $1,111 million for the nine months ended September 30, 2025, a decrease of $41 million, or 3.6%, compared to $1,152 million for the nine months ended September 30, 2024. The net decrease included a decrease of $63 million in our same warehouse pool, partially offset by a net increase of $22 million in our non-same warehouse pool. The foreign currency translation from our foreign operations had a $1 million net favorable impact compared to the nine months ended September 30, 2024.

Previous wording

The following table presents revenues, cost of operations, same warehouse NOI, and margins for our same warehouses for the six months ended June 30, 2025 and 2024.

Current wording

The following table presents revenues, cost of operations, same warehouse NOI, and margins for our same warehouses for the nine months ended September 30, 2025 and 2024.

Previous wording

Same warehouse storage revenues decreased $41 million, or 4.3%, compared to the six months ended June 30, 2024, primarily driven by lower average rates, as rate increases were more than offset by changes in customer mix, and by lower average occupancy. Economic occupancy decreased by 210 basis points, as our customers rationalized inventory and production levels during continued economic pressures. Same warehouse storage revenues per economic occupied pallet decreased 1.2% compared to the prior year, primarily driven by unfavorable rates, as discussed above, and other changes in our business profile in response to changing customer needs.

Current wording

Same warehouse storage revenues decreased $45 million, or 3.2%, compared to the nine months ended September 30, 2024, primarily driven by lower average occupancy and lower average rates, as rate increases were more than offset by changes in customer mix. Economic occupancy decreased by 150 basis points, as our customers rationalized inventory and production levels during continued economic pressures. Same warehouse storage revenues per economic occupied pallet decreased 0.7% compared to the prior year period, primarily driven by unfavorable rates, as discussed above, and other changes in our business profile in response to changing customer needs.

Previous wording

Same warehouse services revenues decreased $21 million or 2.4% compared to the six months ended June 30, 2024, primarily driven by lower rates and other changes in our business profile in response to changing customer needs and lower throughput volumes. Same warehouse services revenue per throughput pallet decreased 0.5% compared to the prior year. Throughput pallets at our same warehouses decreased 2.3% compared to the six months ended June 30, 2024, primarily driven by customer rationalization of inventory and production levels as discussed above.

Current wording

Same warehouse services revenues decreased $35 million, or 2.7%, compared to the nine months ended September 30, 2024, primarily driven by lower throughput volumes, lower rates, and other changes in our business profile in response to changing customer needs. Same warehouse services revenue per throughput pallet decreased 0.9% compared to the prior year period. Throughput pallets at our same warehouses decreased 2.0% compared to the nine months ended September 30, 2024, primarily driven by customer rationalization of inventory and production levels as discussed above.

Previous wording

Same warehouse cost of operations decreased $11 million or 1.0% compared to the six months ended June 30, 2024, primarily driven by lower labor and other warehouse costs, including supplies and maintenance, resulting from decreases in occupancy and throughput volumes discussed above.

Current wording

Same warehouse cost of operations decreased $17 million, or 1.0%, compared to the nine months ended September 30, 2024, primarily driven by lower labor and other warehouse costs resulting from decreases in occupancy and throughput volumes discussed above.

Previous wording

The following table presents revenues, cost of operations, non-same warehouse NOI, and margins for our non-same warehouses for the six months ended June 30, 2025 and 2024.

Current wording

The following table presents revenues, cost of operations, non-same warehouse NOI, and margins for our non-same warehouses for the nine months ended September 30, 2025 and 2024.

Previous wording

Global integrated solutions segment revenues were $728 million for the six months ended June 30, 2025, a decrease of $3 million, or 0.4%, compared to $731 million for the six months ended June 30, 2024. The decrease was primarily due to lower transportation volumes, partially offset by higher redistribution and direct-to-consumer volumes. In addition, the foreign currency translation of revenues earned by our foreign operations had a $3 million favorable impact compared to the six months ended June 30, 2024.

Current wording

Global integrated solutions segment revenues were $1,092 million for the nine months ended September 30, 2025, a decrease of $2 million, or 0.2%, compared to $1,094 million for the nine months ended September 30, 2024. The decrease was primarily due to lower transportation volumes and the divestiture of the Spain Transportation business which occurred in August 2025, partially offset by higher foodservice, direct-to-consumer, and rail volumes. In addition, the foreign currency translation of revenues earned by our foreign operations had a $8 million favorable impact compared to the nine months ended September 30, 2024.

Previous wording

Global integrated solutions segment cost of operations was $603 million for the six months ended June 30, 2025, a decrease of $6 million, or 1.0%, compared to $609 million for the six months ended June 30, 2024. The decrease was due to lower transportation volumes and cost control measures. The foreign currency translation of cost of operations from our foreign operations had a $3 million unfavorable impact compared to the six months ended June 30, 2024.

Current wording

Global integrated solutions segment cost of operations was $902 million for the nine months ended September 30, 2025, a decrease of $14 million, or 1.5%, compared to $916 million for the nine months ended September 30, 2024. The decrease was primarily due to lower transportation volumes, the above-mentioned sale of the Spain Transportation business, and cost control measures. The foreign currency translation of cost of operations from our foreign operations had an $8 million unfavorable impact compared to the nine months ended September 30, 2024.

Previous wording

Global integrated solutions segment NOI was $125 million for the six months ended June 30, 2025, an increase of $3 million, or 2.5%, compared to $122 million for the six months ended June 30, 2024. Foreign currency translation had a net impact of less than $1 million compared to six months ended June 30, 2024.

Current wording

Global integrated solutions segment NOI was $190 million for the nine months ended September 30, 2025, an increase of $12 million, or 6.7%, compared to $178 million for the nine months ended September 30, 2024. Foreign currency translation had a net favorable impact of less than $1 million compared to nine months ended September 30, 2024.

Previous wording

Depreciation and amortization expense. Depreciation and amortization expense was $436 million for the six months ended June 30, 2025, an increase of $6 million, or 1.4%, compared to $430 million for the six months ended June 30, 2024. The increase was primarily due to acquisitions and greenfield and expansion projects.

Current wording

Depreciation and amortization expense. Depreciation and amortization expense was $666 million for the nine months ended September 30, 2025, an increase of $26 million, or 4.1%, compared to $640 million for the nine months ended September 30, 2024. The increase was primarily related to acquisitions and greenfield and expansion projects.

Previous wording

General and administrative expense. General and administrative expenses were $297 million for the six months ended June 30, 2025, an increase of $46 million, or 18.3%, compared to $251 million for the six months ended June 30, 2024. The increase was primarily due to $48 million of additional stock-based compensation expense driven by the restructuring of our equity compensation plans in conjunction with becoming a public company. For the six months ended June 30, 2025 and 2024, general and administrative expenses were 11.2% and 9.4% of total revenues, respectively, with the increase primarily driven by the stock-based compensation expense mentioned above.

Current wording

General and administrative expense. General and administrative expenses were $442 million for the nine months ended September 30, 2025, an increase of $48 million, or 12.2%, compared to $394 million for the nine months ended September 30, 2024. The increase was primarily due to $51 million of additional stock-based compensation expense driven by the restructuring of our equity compensation plans in conjunction with becoming a public company. For the nine months ended September 30,

Previous wording

Acquisition, transaction, and other expense. Acquisition, transaction, and other expenses were $52 million for the six months ended June 30, 2025, an increase of $32 million compared to $20 million for the six months ended June 30, 2024. The increase was primarily due to fair value adjustments related to Put Options issued in connection with our IPO and the recognition of stock-based compensation expense related to one-time awards associated with the IPO. For further detail on costs associated with our IPO and stock-based compensation, see Note 2, Capital structure and noncontrolling interests and Note 15, Stock-based compensation to the condensed consolidated financial statements included in this Quarterly Report.

Current wording

Acquisition, transaction, and other expense. Acquisition, transaction, and other expenses were $64 million for the nine months ended September 30, 2025, a decrease of $548 million compared to $612 million for the nine months ended September 30, 2024. The decrease was primarily due to costs associated with our IPO, including internalization costs and stock-based compensation expense related to one-time awards associated with the IPO, partially offset by fair value adjustments related to put options issued in connection with the IPO which were recognized during the nine months ended September 30, 2025. For further detail on costs associated with our IPO and stock-based compensation, see Note 2, Capital structure and noncontrolling interests and Note 15, Stock-based compensation to the condensed consolidated financial statements included in this Quarterly Report.

Previous wording

Restructuring, impairment, and (gain) loss on disposals. Restructuring, impairment, and (gain) loss on disposals were a net gain of $18 million for the six months ended June 30, 2025, a decrease of $33 million compared to net expenses of $15 million for the six months ended June 30, 2024. The decrease primarily related to the (gain) loss associated with a fire which occurred in April 2024 at the Company’s warehouse in Kennewick, Washington, further discussed below.

Current wording

Restructuring, impairment, and (gain) loss on disposals. Restructuring, impairment, and (gain) loss on disposals were net expenses of $5 million for the nine months ended September 30, 2025, a decrease of $18 million compared to net expenses of $23 million for the nine months ended September 30, 2024. The decrease primarily related to decreased net gains associated with a fire that occurred in April 2024 at the Company’s warehouse in Kennewick, Washington, partially offset by a goodwill impairment during the nine months ended September 30, 2025, further discussed below.

Previous wording

The six months ended June 30, 2025 included a net gain of $37 million related to the Kennewick, Washington fire, primarily from $38 million of insurance reimbursement. The six months ended June 30, 2024 included a net loss of $1 million related to the fire, consisting of a $24 million loss of carrying value of the impaired assets and $9 million of clean-up costs, partially offset by insurance reimbursement of $32 million (see Note 17, Commitments and contingencies in our condensed consolidated financial statements included in this Quarterly Report for details).

Current wording

The nine months ended September 30, 2025 included a net gain of $47 million related to the Kennewick, Washington fire, primarily from $48 million of insurance reimbursement. The nine months ended September 30, 2024 included a net gain of $4 million related to the fire, consisting of an insurance reimbursement of $50 million, partially offset by $25 million loss of carrying value of the impaired assets and $21 million of clean-up costs (see Note 17, Commitments and contingencies in our condensed consolidated financial statements included in this Quarterly Report for details).

Previous wording

The following table presents other items of income and expense for the six months ended June 30, 2025 and 2024.

Current wording

The following table presents other items of income and expense for the nine months ended September 30, 2025 and 2024.

Previous wording

Interest (expense), net. We reported net interest expense of $127 million for the six months ended June 30, 2025, a decrease of $160 million, or 55.7%, compared to $287 million for the six months ended June 30, 2024. The average effective interest rate of our outstanding debt was 4.3% for the six months ended June 30, 2025, a decrease from 6.4% for the six months ended June 30, 2024, due to lower average borrowings after substantial debt repayments with IPO proceeds during the second half of 2024. As a result of this repayment, the notional value of our hedging instruments represents a larger proportion of our overall borrowings. When taking into account income (expense) generated from hedging instruments, the average effective interest rate of our outstanding debt was 2.9% for the six months ended June 30, 2025, a decrease from 5.3% for the six months ended June 30, 2024. For additional information regarding our net interest expense, see Note 11, Interest expense in our condensed consolidated financial statements included in this Quarterly Report.

Current wording

Interest (expense), net. We reported net interest expense of $195 million for the nine months ended September 30, 2025, a decrease of $174 million, or 47.2%, compared to $369 million for the nine months ended September 30, 2024. The average effective interest rate of our outstanding debt was 4.3% for the nine months ended September 30, 2025, a decrease from 6.4% for the nine months ended September 30, 2024, due to lower average borrowings after substantial debt repayments with IPO proceeds during the nine months ended September 30, 2024. As a result of this repayment, the notional value of our hedging instruments represents a larger proportion of our overall borrowings. When taking into account income (expense) generated from hedging instruments, the average effective interest rate of our outstanding debt was 3.0% for the nine months ended September 30, 2025, a decrease from 5.1% for the nine months ended September 30, 2024. For additional information regarding our net interest expense, see Note 11, Interest expense in our condensed consolidated financial statements included in this Quarterly Report.

Previous wording

Gain (loss) on extinguishment of debt. There was no gain (loss) on debt extinguishment recognized for the six months ended June 30, 2025. We recognized a loss on debt extinguishment of $7 million for the six months ended June 30, 2024, as a result of the February 2024 refinancing of the Credit Agreement. For additional information regarding our debt, see Note 9, Debt in our condensed consolidated financial statements included in this Quarterly Report.

Current wording

Gain (loss) on extinguishment of debt. We recognized a loss on debt extinguishment of $3 million during the nine months ended September 30, 2025, as a result of repaying debt relating to the Spain Transportation business. We recognized a loss on debt extinguishment of $13 million for the nine months ended September 30, 2024, as the result of various debt refinancing agreements. For additional information regarding our debt, see Note 9, Debt in our condensed consolidated financial statements included in this Quarterly Report.

Previous wording

Gain (loss) on foreign currency transactions, net. We reported a net foreign currency exchange gain of $42 million for the six months ended June 30, 2025 compared to a net loss of $9 million for the six months ended June 30, 2024. The change in foreign currency exchange gain (loss) was due to changes in foreign currency exchange rates against the U.S. dollar, with the largest impacts driven by the euro.

Current wording

Gain (loss) on foreign currency transactions, net. We reported a net foreign currency exchange gain of $36 million for the nine months ended September 30, 2025 compared to a net gain of $5 million for the nine months ended September 30, 2024. The increase in foreign currency exchange gain was due to changes in foreign currency exchange rates against the U.S. dollar, with the largest impacts driven by the euro.

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Current report — wording carried from elsewhere

Occupancy, throughput, and related ancillary services are also impacted by import and export activity, and we have seen notable impacts in the third quarter due to tariffs and trade policies. As trade agreements are reached, we are continuing to monitor the impact of tariffs on our and our customers’ business, but we believe that over the long-term, end-consumer demand will remain consistent with historic levels. Additionally, in recent years, new supply of temperature-controlled warehousing capacity has come online, which is impacting occupancy and throughput in certain markets with excess capacity, although new supply coming online is expected to come down from recent levels. To optimize our global warehousing network and maximize NOI, we review our operations to determine whether it is beneficial to reposition or temporarily idle existing warehouses or consolidate existing operations. If such actions are taken, we strive to relocate customers affected by such activities into other warehouses in our global warehousing network.

Current report — wording carried from elsewhere

2025 and 2024, general and administrative expenses were 11.0% and 9.8% of total revenues, respectively, with the increase primarily driven by the stock-based compensation expense mentioned above.

Current report — wording carried from elsewhere

The greenfield and expansion expenditures related primarily to projects that remained under construction as of the respective period end, with a notable expansion at the Hobart, IN cold storage facility during both the nine months ended September 30, 2025 and September 30, 2024, as well as the construction of a new, fully automated cold storage warehouse in Hazleton, PA during the nine months ended September 30, 2024. During the nine months ended September 30, 2025, we have also began construction on a new greenfield in Dallas, TX under our arrangement with Tyson Foods (see Note 4, Business combinations, asset acquisitions, and divestituresfor discussion of the Tyson Foods agreements).

Current report — wording carried from elsewhere

Energy and economic return initiatives included corporate initiatives and smaller customer-driven growth projects. Information technology transformation and growth initiatives included spending on our patented LinOS technology.