Lineage, Inc.

(4)Business combinations, asset acquisitions, and divestitures

2025 Business Combinations

The following acquisitions took place during the nine months ended September 30, 2025. The initial accounting for these business combinations has been completed on a preliminary basis. The primary areas of acquisition accounting that are not yet finalized relate to the valuation of all acquired real estate assets, intangible assets, and related income tax assets and liabilities and opening net working capital. The Company’s estimates and assumptions are subject to change during the measurement period, not to exceed one year from the acquisition date, and actual values may materially differ from the preliminary estimates. There were no material measurement period adjustments during the nine months ended September 30, 2025. The Company’s condensed consolidated statements of operations and comprehensive income (loss), redeemable noncontrolling interests and equity, and cash flows include the results of operations for these acquired businesses since the date of acquisition, which were not material. Pro forma results of operations have not been presented because those effects of 2025 acquisitions, individually and in the aggregate, were not material to the Company’s consolidated results of operations.

The following table summarizes the total consideration and the estimated fair value of the assets acquired and liabilities assumed for business combinations made by the Company in the current period, inclusive of any measurement period adjustments.

(a)Bellingham Cold Storage

On April 1, 2025, the Company purchased three warehouse campuses of Bellingham Cold Storage (“BCS”) through an asset purchase agreement. BCS is a leading provider of temperature-controlled warehousing and logistics solutions. The acquisition of the BCS assets allows the Company to expand its warehousing network in the Pacific Northwest and adds a footprint at the Port of Bellingham.

The goodwill associated with this acquisition is primarily attributable to the synergies and strategic benefits of strengthening the Company’s warehousing network offerings in the region and was allocated to the Company’s Global Warehousing segment. The goodwill for income tax purposes isimmaterial.

(b)Other

During the nine months ended September 30, 2025, the Company completed other business combinations to expand the Company’s growth and strengthen the Company’s warehousing network in Canada and Norway. The goodwill associated with these acquisitions is primarily attributable to the synergies and strategic benefits provided by the expansion of the Company’s offerings in those regions and was allocated to the Company’s Global Warehousing segment.

2025 Real Estate Acquisitions

(a)Houston, Texas purchase option

On September 27, 2024, the Company provided notice to the lessor of its intention to exercise a purchase option contained in the lease agreement. The purchase option was executed in April 2025 for $90 million.

(b)Tyson Foods

In April 2025, the Company entered into an agreement to acquire four cold storage warehouses and other related assets from Tyson Foods for $256 million in cash, which closed on June 2, 2025. Additionally, concurrently with the closing of this transaction, the Company entered into an agreement to design, build, and operatetwo fully automated cold storage warehouses, with Tyson Foods as the anchor customer. The Company expects to incur costs of approximately $740 million to construct these new warehouses.

Updates Relating to Prior Period Acquisitions

(a)On August 2, 2022, the Company acquired all the outstanding equity interests of VersaCold GP Inc., 1309266 BC ULC and VersaCold Acquireco, L.P. and its subsidiaries, including the operating entity VersaCold Logistics Services (collectively “VersaCold”). Included in cash consideration transferred was a liability assumed by the Company to be paid to the Canadian Revenue Agency (“CRA”) on behalf of the sellers. During both the three and nine months ended September 30, 2025, the Company paid $3 million to the CRA. During the three and nine months ended September 30, 2024, the Company paid $28 million and $39 million to the CRA, respectively. The amount owed to the CRA was $1 million and $4 million as of September 30, 2025 and December 31, 2024, respectively, and is presented in Accounts payable and accrued liabilities in the condensed consolidated balance sheets.

2025 Divestiture

(a)Spain Transportation

On July 11, 2025, the Company, as part of its continued focus on profitability, entered into an agreement to divest Lineage Spain Transportation S.L.U. (“Spain Transportation”), which represented substantially all of the Company’s transportation business in Spain. The transaction closed on August 29, 2025. The sale included immaterial cash consideration and certain contingent consideration that may be due to the Company upon a subsequent disposition of the business by the acquirer. As of September 30, 2025, the estimated value of this consideration was immaterial. Spain Transportation provides international food transport services covering Belgium, France, Germany, Italy, the Netherlands, Portugal, and the United Kingdom, and was included in the Integrated Solutions segment. The Company recorded a loss on the divestiture of $60 million during the three months ended September 30, 2025 included in Other nonoperating income (expense), net in the condensed consolidated statements of operations and comprehensive income (loss).