Lineage, Inc.

Previous wording

The following discussion of our financial condition and results of operations should be read together with the consolidated financial statements and related notes included in this Annual Report on Form 10-K. In addition, the following discussion contains forward-looking statements, such as statements regarding our expectation for future performance, liquidity, and capital resources, that involve risks, uncertainties, and assumptions that could cause actual results to differ materially from our expectations. Our actual results may differ materially from those contained in or implied by any forward-looking statements as a result of various factors, including those set forth below and those described under Item 1A. Risk Factors of this Annual Report on Form 10-K.

Current wording

The following discussion of our financial condition and results of operations should be read together with the consolidated financial statements and related notes included in this Annual Report on Form 10-K. In addition, the following discussion contains forward-looking statements, such as statements regarding our expectation for future performance, liquidity, and capital resources, that involve risks, uncertainties, and assumptions that could cause actual results to differ materially from our expectations. Our actual results may differ materially from those contained in or implied by any forward-looking statements as a result of various factors, including those set forth below and those described under Item 1A. Risk Factors of this Annual Report.

Previous wording

We are the world’s largest global temperature-controlled warehouse REIT, with a modern and strategically located network of properties. Our business is competitively positioned to deliver a seamless end-to-end, technology-enabled experience for a well-diversified and stable customer base, each with their own unique requirements in the temperature-controlled supply chain. As of December 31, 2024, we operated an interconnected global temperature-controlled warehouse network, comprising approximately 86 million square feet and 3.1 billion cubic feet of capacity across 488 warehouses predominantly located in densely populated critical-distribution markets, with 313 in North America, 89 in Asia-Pacific, and 86 in Europe.

Current wording

We are the world’s largest global temperature-controlled warehouse REIT, with a modern and strategically located network of properties. Our business is competitively positioned to deliver a seamless end-to-end, technology-enabled experience for a well-diversified and stable customer base, each with their own unique requirements in the temperature-controlled supply chain. As of December 31, 2025, we operated an interconnected global temperature-controlled warehouse network, comprising approximately 88 million square feet and 3.1 billion cubic feet of capacity across 501 warehouses predominantly located in densely populated critical-distribution markets, with 326 in North America, 89 in Asia-Pacific, and 86 in Europe.

Previous wording

•Warehouse Agreements. Warehouse agreements are designed to accommodate the individual needs and characteristics of our customers and may include negotiated provisions, such as a fixed term, transactional pricing for warehouse services, pricing increase mechanisms based on inflationary cost increases and customer profile changes, a storage fee based on a minimum storage guarantee of the customer, additional storage fees based on on-demand storage used, a warehouseman’s lien on customer products held in our warehouses as security for payments, and provisions for interest and late payments if payment is not received within 30 days after invoicing. The initial term of our warehouse agreements generally ranges from one to five years for typical customer relationships and 10 to 20 years for build-to-suit warehouses. Renewal periods, in each case, generally range from one to five years. Inflationary price increase mechanisms may be fixed or tied to relevant market indices, giving us the ability to recover costs for wage increases, increases in rent, power, real estate, and other costs.

Current wording

•Warehouse Agreements. Warehouse agreements are designed to accommodate the individual needs and characteristics of our customers and may include negotiated provisions, such as a fixed term, transactional pricing for warehouse services, pricing increase mechanisms based on inflationary cost increases and customer profile changes, a storage fee based on a minimum storage guarantee of the customer, additional storage fees based on on-demand storage used, a warehouseman’s lien on customer products held in our warehouses as security for payments, and provisions for interest and late payments. The initial term of our warehouse agreements generally ranges from one to five years for typical customer relationships and 10 to 20 years for build-to-suit warehouses. Renewal periods, in each case, generally range from one to five years. Inflationary price increase mechanisms may be fixed or tied to relevant market indices, giving us the ability to recover costs for wage increases, increases in rent, power, real estate, and other costs.

Previous wording

Cost of operations. Our global warehousing segment cost of operations consists primarily of labor, power, and other warehouse costs. Labor comprises the largest component of the cost of operations from our global warehousing segment and consists primarily of employee wages (both direct and indirect) and benefits, excluding stock-based compensation. Changes in our labor expense are driven by, among other things, changes in headcount, changes in compensation levels and associated performance incentives, the use of third-party labor to support our operations, changes in terms of collective bargaining agreements, changes in customer requirements and associated work content, workforce productivity, labor availability, governmental policies and regulations, and variability in costs associated with employer-provided benefits. Our second-largest cost of operations is power utilized in the operation of our temperature-controlled warehouses. We may, from time to time, hedge our exposure to changes in power prices through fixed rate agreements. In addition, to the extent possible and appropriate, we may seek to mitigate or offset the impact of fluctuations in the price of power on our financial results through rate escalations or power surcharge provisions within our agreements with customers. We also look to implement energy saving alternatives to reduce energy consumption, including the installation of solar panels, state of the art refrigeration control systems, LED lighting, thermal energy storage, motion-sensor technology, variable frequency drives for our fans and compressors, and rapid open/close doors. Additionally, business mix impacts our power expense depending on the temperature zone and type and frequency of freezing required (e.g., blast freezing). Other warehouse costs include utilities other than power, insurance, real estate taxes, repairs and maintenance, rent under real property operating leases where applicable, equipment costs, warehouse consumables (e.g., pallets and shrink-wrap), personal protective equipment, warehouse administration, and other related facility and services costs.

Current wording

Our second-largest cost of operations is power utilized in the operation of our temperature-controlled warehouses. We may, from time to time, hedge our exposure to changes in power prices through fixed rate agreements. In addition, to the extent possible and appropriate, we may seek to mitigate or offset the impact of fluctuations in the price of power on our financial results through rate escalations or power surcharge provisions within our agreements with customers. We also look to implement energy saving alternatives to reduce energy consumption, including the installation of solar panels, state of the art refrigeration control systems, LED lighting, thermal energy storage, motion-sensor technology, variable frequency drives for our fans and compressors, and rapid open/close doors. Additionally, business mix impacts our power expense depending on the temperature zone and type and frequency of freezing required (e.g., blast freezing). Other warehouse costs include utilities other than power, insurance, real estate taxes, repairs and maintenance, rent under real property operating leases where applicable, equipment costs, warehouse consumables (e.g., pallets and shrink-wrap), personal protective equipment, warehouse administration, and other related facility and services costs.

Previous wording

General and administrative expenses. Our general and administrative expenses consist primarily of costs associated with the administration of our global warehousing and global integrated solutions segments, including management wages and benefits, administrative, legal, business development, project management, sales, marketing, engineering, safety and compliance, food optimization, human resources, finance, accounting, network optimization, data science, and information technology personnel, transformational information technology expenses, equity incentive plans, communications and data processing, travel, professional fees, credit loss, training, office equipment, supplies, and, prior to our IPO, management fees paid to Bay Grove in accordance with the terms of the operating services agreement. Trends in general and administrative expenses are influenced by changes in headcount and compensation levels and achievement of incentive compensation targets. In connection with our IPO, we terminated the operating services agreement in order to internalize certain operating, strategic development, and financial services that were previously provided by Bay Grove under it, and entered into a transition services agreement with Bay Grove to provide certain of these services for a three-year term while we internalize such functions.

Current wording

General and administrative expenses. Our general and administrative expenses consist primarily of costs associated with the administration of our global warehousing and global integrated solutions segments, including management wages and benefits, administrative, legal, business development, project management, sales, marketing, engineering, safety and compliance, food optimization, human resources, finance, accounting, network optimization, data science, and information technology personnel, transformational information technology expenses, equity incentive plans, communications and data processing, travel, professional fees, credit loss, training, office equipment, supplies, and, prior to our IPO, management fees paid to Bay Grove in accordance with the terms of the operating services agreement. In connection with our IPO, we terminated the operating services agreement in order to internalize certain operating, strategic development, and financial services that were previously provided by Bay Grove under it, and entered into a transition services agreement with Bay Grove to provide certain of these services for a three-year term while we internalize such functions. Trends in general and administrative expenses are influenced by changes in headcount and compensation levels and achievement of incentive compensation targets.

Previous wording

Acquisition, transaction, and other expenses. Our acquisition, transaction, and other expenses consist of costs with a high level of variability from period-to-period and include professional fees associated with planned and completed business expansion activities, and acquisition integration costs. In addition, it includes expenses associated with our IPO, including costs related to public company readiness efforts and costs incurred as a result of our IPO in the third quarter of 2024 (see Note 2, Capital structure and noncontrolling interests to the consolidated financial statements included in this Annual Report for further detail on costs associated with our IPO). These costs are expensed as incurred. It also includes employee-related expenses associated with acquisitions, such as acquisition-related severance and consulting agreements and certain cash-based incentive awards given to employees of legacy companies in acquisitions.

Current wording

Acquisition, transaction, and other expenses. Our acquisition, transaction, and other expenses consist of costs with a high level of variability from period-to-period and include professional fees associated with planned and completed business expansion activities, and acquisition integration costs. In addition, it includes expenses associated with our IPO, including costs related to public company readiness efforts and costs incurred as a result of our IPO in the third quarter of 2024. It also includes legal and administrative costs associated with filing of other registration statements, and expenses incurred in connection with the coordinated settlement process that will occur for up to three years post-IPO for all legacy investors in BGLH. These costs are expensed as incurred. Employee-related expenses also include costs associated with acquisitions, such as acquisition-related severance and consulting agreements and certain cash-based incentive awards given to employees of legacy companies in acquisitions.

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 long-lived assets, net of related gains on insurance recoveries, excluding impairments of goodwill.

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. We believe that higher food costs continue to impact end-consumers’ buying decisions for certain commodities. As inflation eases, we expect to see relief across operational cost pressures and volumes, both on-hand and throughput.

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 continuing to see pricing pressure in certain markets with excess capacity, but overall pricing has remained stable 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, particularly in North America.

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, customers began rationalizing inventory levels in response to continued higher interest rates and inflation, which is driving changes in customer demand. As our customers adjust to these new demand levels, we have seen lower throughput volume across our network. Over the long-term, we believe that 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 but a return to more normal seasonal inventory patterns.

Previous wording

•Power Costs. Following increased power costs in prior years, particularly in our European operations, our power costs in 2023 and 2024 have stabilized. We have generally been able to pass increased power costs through to our customers, mitigating the impact of such cost increases on our operating results.

Current wording

•Power Costs. Following increased power costs in prior years, particularly in our European operations, our power costs have stabilized. We have generally been able to pass increased power costs through to our customers, mitigating the impact of such cost increases on our operating results.

Previous wording

We evaluate the performance of our business segments based on their net operating income relative to our overall results of operations. We use the term “segment net operating income” or “segment NOI” to mean a segment’s revenues less its cost of operations (excluding any depreciation and amortization, impairment charges, general and administrative expenses, stock-based compensation expense, restructuring and impairment expense, gains and losses on sale of assets, and acquisition, transaction, and other expenses). We use segment NOI to evaluate our segments for purposes of making operating decisions and assessing performance in accordance with Accounting Standards Codification (“ASC”) 280, Segment Reporting.

Current wording

We evaluate the performance of our business segments based on their net operating income relative to our overall results of operations. We use the term “segment net operating income” or “segment NOI” to mean a segment’s revenues less its cost of operations (excluding any depreciation and amortization, general and administrative expense, stock-based compensation expense and related employer-paid payroll taxes from grants under our equity incentive plans, restructuring and impairment expense, gain and loss on sale of assets, and acquisition, transaction, and other expense). We use segment NOI to evaluate our segments for purposes of making operating decisions and assessing performance in accordance with Accounting Standards Codification (“ASC”) 280, Segment Reporting.

Previous wording

Acquired properties will be included in the “same warehouse” population if owned or leased by us as of the first business day of the prior calendar year and still owned by us as of the end of the current reporting period, unless the property is under development. The “same warehouse” pool can also be adjusted during the year to remove properties that were sold or entering development subsequent to the beginning of the current calendar year. As such, the “same warehouse” population for the period ended December 31, 2024 includes all properties that we owned as of January 1, 2023 which had both been owned and had reached “normalized operations” by January 1, 2023.

Current wording

Acquired properties will be included in the “same warehouse” population if owned or leased by us as of the first business day of the prior calendar year and still owned by us as of the end of the current reporting period, unless the property is under development. The “same warehouse” pool can also be adjusted during the year to remove properties that were sold, entering development, or in operational transition subsequent to the beginning of the current calendar year. As such, the “same warehouse” population for the period ended December 31, 2025 includes all properties that we owned as of January 1, 2024 which had both been owned and had reached “normalized operations” by January 1, 2024.

Previous wording

We calculate “same warehouse NOI” as revenues for the same warehouse population less its cost of operations (excluding any depreciation and amortization, general and administrative expenses, stock-based compensation expense, restructuring and impairment expense, gains and losses on sale of assets, and acquisition, transaction, and other expense). We evaluate the performance of the warehouses we own, lease, or manage using a “same warehouse” analysis, and we believe that same warehouse NOI is helpful to investors as a supplemental performance measure because it includes the operating performance from the population of properties that is consistent from period to period, thereby eliminating the effects of changes in the composition of our warehouse portfolio on performance measures.

Current wording

We calculate “same warehouse NOI” as revenues for the same warehouse population less its cost of operations (excluding any depreciation and amortization, general and administrative expense, stock-based compensation expense and related employer-paid payroll taxes from grants under our equity incentive plans, restructuring and impairment expense, gain and loss on sale of assets, and acquisition, transaction, and other expense). We evaluate the performance of the warehouses we own, lease, or manage using a “same warehouse” analysis, and we believe that same warehouse NOI is helpful to investors as a supplemental performance measure because it includes the operating performance from the population of properties that is consistent from period to period, thereby eliminating the effects of changes in the composition of our warehouse portfolio on performance measures.

Previous wording

The following discussion represents our analysis of results of operations for the year ended December 31, 2024 as compared to the year ended December 31, 2023. For a detailed discussion of our results of operations for the year ended December 31, 2023 as compared to the year ended December 31, 2022, refer to the section Management’s Discussion and Analysis of Financial Condition and Results of Operations in our prospectus dated July 24, 2024, filed with the SEC pursuant to Rule 424(b) under the Securities Act on July 26, 2024 in connection with our IPO.

Current wording

The following discussion represents our analysis of results of operations for the year ended December 31, 2025 as compared to the year ended December 31, 2024. For a detailed discussion of our results of operations for the year ended December 31, 2024 as compared to the year ended December 31, 2023, refer to the section Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2024 Annual Report on Form 10-K.

Previous wording

The following table presents the operating results of our warehouse segment for the year ended December 31, 2024 and 2023.

Current wording

The following table presents the operating results of our global warehousing segment for the years ended December 31, 2025 and 2024.

Previous wording

Global warehousing segment revenues were $3,887 million for the year ended December 31, 2024, an increase of $30 million, or 0.8%, compared to $3,857 million for theyear ended December 31, 2023. The net increase was primarily driven by a$76 million net increase in our non-same warehouse pool, partially offset by a $46 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 unfavorable impact compared to the year ended December 31, 2023.

Current wording

Global warehousing segment revenues were $3,950 million for the year ended December 31, 2025, an increase of $63 million, or 1.6%, compared to $3,887 million for the year ended December 31, 2024. The net increase was primarily driven by a $148 million net increase in our non-same warehouse pool, partially offset by an $85 million decrease in our same warehouse pool, further discussed below. The foreign currency translation of revenues earned by our foreign operations had a $15 million favorable impact compared to the year ended December 31, 2024.

Previous wording

Global warehousing segment cost of operations was $2,353 million for the year ended December 31, 2024, an increase of $4 million, or 0.2%, compared to $2,349 million for theyear ended December 31, 2023. The net increase included a$42 million net increase in our non-same warehouse pool, partially offset by a $38 million decrease in our same warehouse pool, further discussed below. The foreign currency translation of cost of operations from our foreign operations had less than $1 million favorable impact compared to theyear ended December 31, 2023.

Current wording

Global warehousing segment cost of operations was $2,466 million for the year ended December 31, 2025, an increase of $113 million, or 4.8%, compared to $2,353 million for the year ended December 31, 2024. A $114 million net increase in our non-same warehouse pool, was partially offset by a $1 million decrease in our same warehouse pool, further discussed below. The foreign currency translation of cost of operations from our foreign operations had a $10 million unfavorable impact compared to the year ended December 31, 2024.

Previous wording

Global warehousing segment NOI was $1,534 million for the year ended December 31, 2024, an increase of $26 million, or 1.7%, compared to $1,508 million for theyear ended December 31, 2023. The net increase included a net increase of$34 million in our non-same warehouse pool, partially offset by a decrease of $8 million in our same warehouse pool, further discussed below.

Current wording

Global warehousing segment NOI was $1,484 million for the year ended December 31, 2025, a decrease of $50 million, or 3.3%, compared to $1,534 million for the year ended December 31, 2024. The net decrease included a decrease of $84 million in our same warehouse pool, partially offset by a net increase of $34 million in our non-same warehouse pool. The foreign currency translation from our foreign operations had a $5 million net favorable impact compared to the year ended December 31, 2024.

Previous wording

Same warehouse storage revenues decreased $56 million or 3.1% compared to the year ended December 31, 2023, primarily driven by lower average occupancy. 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 0.1% compared to the prior year, primarily driven by favorable rates and other changes in our business profile in response to changing customer needs.

Current wording

Same warehouse storage revenues decreased $39 million, or 2.1%, compared to the year ended December 31, 2024, primarily driven by lower average occupancy. Economic occupancy decreased by 130 basis points, as our customers rationalized inventory and production levels during continued economic pressures. Same warehouse storage revenues per economic occupied pallet was flat compared to the prior year.

Previous wording

Same warehouse services revenues increased $10 million or 0.6% compared to the year ended December 31, 2023, primarily driven by favorable rates and other changes in our business profile in response to changing customer needs, partially offset by lower throughput volumes. Same warehouse services revenue per throughput pallet increased 1.8% compared to the prior year. Throughput pallets at our same warehouses decreased 1.6% compared to the year ended December 31, 2023, primarily driven by customer rationalization of inventory and production levels as discussed above.

Current wording

Same warehouse services revenues decreased $46 million, or 2.7%, compared to the year ended December 31, 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. Throughput pallets at our same warehouses decreased 2.3% compared to the year ended December 31, 2024, primarily driven by customer rationalization of inventory and production levels as discussed above.

Previous wording

Same warehouse cost of operations decreased $38 million or 1.9% compared to the year ended December 31, 2023, 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 $1 million, or less than 0.1%, compared to the year ended December 31, 2024, resulting from decreases in occupancy and throughput volumes discussed above.

Previous wording

Non-same warehouse revenues increased $76 million or 16.3% compared to the year ended December 31, 2023, including approximately $58 million from acquisitions and $55 million from recently completed greenfield and expansion projects, partially offset by a $37 million decrease from other non-same warehouse sites including closed facilities.

Current wording

Non-same warehouse revenues increased $148 million, or 56.3%, compared to the year ended December 31, 2024, including approximately $154 million from acquisitions and $30 million from recently completed greenfield and expansion projects, partially offset by a $37 million net decrease from other non-same warehouse sites.

Previous wording

Non-same warehouse cost of operations increased $42 million or 13.8% compared to the year ended December 31, 2023, including approximately $38 million from acquisitions and $25 million from recently completed greenfield and expansion projects, partially offset by a $21 million decrease from other non-same warehouse sites including closed facilities.

Current wording

Non-same warehouse cost of operations increased $114 million, or 64.4%, compared to the year ended December 31, 2024, including approximately $112 million from acquisitions and $14 million from recently completed greenfield and expansion projects, partially offset by a $12 million net decrease from other non-same warehouse sites.

Previous wording

The following table presents the operating results of our global integrated solutions segment for the year ended December 31, 2024 and 2023.

Current wording

The following table presents the operating results of our global integrated solutions segment for the years ended December 31, 2025 and 2024.

Previous wording

Global integrated solutions segment revenues were $1,453 million for the year ended December 31, 2024, a decrease of $32 million, or 2.2%, compared to $1,485 million for the year ended December 31, 2023. The decrease was due to lower volumes and the sale of a European subsidiary which occurred in September 2023, offset by increases from acquisitions. In addition, the foreign currency translation of revenues earned by our foreign operations had a $7 million favorable impact compared to the year ended December 31, 2023.

Current wording

Global integrated solutions segment revenues were $1,405 million for the year ended December 31, 2025, a decrease of $48 million, or 3.3%, compared to $1,453 million for the year ended December 31, 2024. The decrease was primarily due to the divestiture of the Spain Transportation business which occurred in August 2025 and lower transportation volumes, partially offset by higher foodservice and direct-to-consumer volumes. In addition, the foreign currency translation of revenues earned by our foreign operations had a $12 million favorable impact compared to the year ended December 31, 2024.

Previous wording

Global integrated solutions segment cost of operations was $1,222 million for the year ended December 31, 2024, a decrease of $19 million, or 1.5%, compared to $1,241 million for the year ended December 31, 2023. The decrease was due to lower volumes, cost controls, and the above-mentioned sale of a European subsidiary, offset by increases from the above-mentioned acquisitions. The foreign currency translation of cost of operations from our foreign operations had a $6 million unfavorable impact compared to the year ended December 31, 2023.

Current wording

Global integrated solutions segment cost of operations was $1,154 million for the year ended December 31, 2025, a decrease of $68 million, or 5.6%, compared to $1,222 million for the year ended December 31, 2024. The decrease was primarily due to the above-mentioned sale of the Spain Transportation business, lower transportation volumes, and cost control measures. The foreign currency translation of cost of operations from our foreign operations had an $11 million unfavorable impact compared to the year ended December 31, 2024.

Previous wording

Global integrated solutions segment NOI was $231 million for the year ended December 31, 2024, a decrease of $13 million, or 5.3%, compared to $244 million for the year ended December 31, 2023. Foreign currency translation had a $1 million favorable net impact compared to year ended December 31, 2023.

Current wording

Global integrated solutions segment NOI was $251 million for the year ended December 31, 2025, an increase of $20 million, or 8.7%, compared to $231 million for the year ended December 31, 2024. Foreign currency translation had a net favorable impact of $1 million compared to year ended December 31, 2024.

Previous wording

Depreciation and amortization expense. Depreciation and amortization expense was $876 million for the year ended December 31, 2024, an increase of $116 million, or 15.3%, compared to $760 million for the year ended December 31, 2023. The increase was primarily due to information technology investments, greenfield and expansion projects, and acquisitions.

Current wording

Depreciation and amortization expense. Depreciation and amortization expense was $895 million for the year ended December 31, 2025, an increase of $19 million, or 2.2%, compared to $876 million for the year ended December 31, 2024. The increase was primarily related to acquisitions, greenfield and expansion projects.

Previous wording

General and administrative expense. General and administrative expenses were $539 million for the year ended December 31, 2024, an increase of $37 million, or 7.4%, compared to $502 million for the year ended December 31, 2023. The increase was primarily due to higher stock-based compensation expense driven by the restructuring of our equity compensation plans in conjunction with becoming a public company, partially offset by decreases in discretionary spending. We expect our general and administrative expenses to stabilize over time and generate operating leverage. For the year ended December 31, 2024 and 2023, general and administrative expenses were 10.1% and 9.4% of total revenues, respectively.

Current wording

General and administrative expense. General and administrative expenses were $574 million for the year ended December 31, 2025, an increase of $35 million, or 6.5%, compared to $539 million for the year ended December 31, 2024. The increase was primarily due to $28 million of additional stock-based compensation expense driven by the restructuring of our equity compensation plans in conjunction with becoming a public company. During the third and fourth quarters of 2025, the Company reversed $22 million of previously recognized stock-based compensation expense due to decreased likelihood of achieving certain performance conditions of performance-based LTIP and RSU awards granted in 2024 (see Note 18, Stock-based compensation to the consolidated financial statements included in this Annual Report for details). For the year ended December 31, 2025 and 2024, general and administrative expenses were 10.7% and 10.1% of total revenues, respectively, with the increase primarily driven by the stock-based compensation expense mentioned above.

Previous wording

Acquisition, transaction, and other expense. Acquisition, transaction, and other expenses were $651 million for the year ended December 31, 2024, an increase of $591 million compared to $60 million for the year ended December 31, 2023. The increase was primarily due to costs associated with our IPO, including internalization costs, stock-based compensation expense related to one-time awards associated with the IPO, and fair value adjustments related to put options issued in connection with the IPO. The increase in IPO-related costs was partially offset by a decrease in acquisition-related costs. For further detail on costs associated with our IPO and stock-based compensation, see Note 2, Capital structure and noncontrolling interests and Note 18, Stock-based compensation to the consolidated financial statements included in this Annual Report.

Current wording

Acquisition, transaction, and other expense. Acquisition, transaction, and other expenses were $67 million for the year ended December 31, 2025, a decrease of $584 million compared to $651 million for the year ended December 31, 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. During both years ended December 31, 2025 and 2024, the Company also recorded fair value adjustments of $31 million related to Put Options issued in connection with the IPO. All of the Put Options were exercised and settled as of December 31, 2025. For further detail on costs associated with our IPO and stock-based compensation, see Note 2, Capital structure and noncontrolling interests and Note 18, Stock-based compensation to the consolidated financial statements included in this Annual Report.

Previous wording

Restructuring, impairment, and (gain) loss on disposals. Restructuring, impairment, and (gain) loss on disposals were a net expense of $57 million for the year ended December 31, 2024, an increase of $25 million compared to a net expense of $32 million for the year ended December 31, 2023. The net increase was primarily related to higher impairment losses on intangible and real estate assets, higher net losses on other fixed asset disposals, and higher severance costs.

Current wording

Restructuring, impairment, and (gain) loss on disposals. Restructuring, impairment, and (gain) loss on disposals were net gain of $44 million for the year ended December 31, 2025, as compared to net loss of $57 million for the year ended December 31, 2024. The change primarily related to impairments of intangible assets and gains or losses on the sale of assets. In addition, both years included net gains associated with a fire that occurred in April 2024 at the Company’s warehouse in Kennewick, Washington, further discussed below.

Previous wording

The increase in impairment of intangible assets included a loss of$63 million oncustomer relationships assets during the fourth quarter of 2024 anda loss of$7 million on a trade name during the fourth quarter of 2023. For further detail on our intangible assets, see Note 6, Goodwill and other intangible assets, net in our consolidated financial statements included in this Annual Report.

Current wording

During the fourth quarter of 2024, the Company recorded an impairment loss of $63 million oncustomer relationships assets. Immaterial impairment losses were recorded on other intangible assets during the year ended December 31, 2025. For further detail on our intangible assets, see Note 6, Goodwill and other intangible assets, net in our consolidated financial statements included in this Annual Report.

Previous wording

In addition, the year ended December 31, 2024 included a net gain of $51 million related to a fire which occurred at the Company’s warehouse in Kennewick, Washington. The net gain consisted of insurance reimbursement of $105 million, offset by $29 million of clean-up costs and the loss of carrying value of the impaired assets of $25 million (see Note 20, Commitments and contingencies in our consolidated financial statements included in this Annual Report for details).

Current wording

In addition, the year ended December 31, 2025 included a net gain of $53 million related to the Kennewick, Washington fire, primarily from $54 million of insurance reimbursement. The year ended December 31, 2024 included a net gain of $51 million related to the fire, consisting of an insurance reimbursement of $105 million, partially offset by $25 million loss of carrying value of the impaired assets and $29 million of clean-up costs (see Note 20, Commitments and contingencies in our consolidated financial statements included in this Annual Report for details).

Previous wording

Interest (expense), net. We reported a net interest expense of $430 million for the year ended December 31, 2024, a decrease of $60 million, or 12.2%, compared to $490 million for the year ended December 31, 2023. The average effective interest rate of our outstanding debt was 6.1% for the year ended December 31, 2024, an increase from 5.9% for the year ended December 31, 2023, due to higher interest expense prior to substantial debt repayments with IPO proceeds. When taking into account income (expense) generated from hedging instruments, the average effective interest rate of our outstanding debt was 4.8%for the year ended December 31, 2024, an increase from 4.6% for the year ended December 31, 2023.

Current wording

Interest (expense), net. We reported net interest expense of $268 million for the year ended December 31, 2025, a decrease of $162 million, or 37.7%, compared to $430 million for the year ended December 31, 2024. The average effective interest rate of our outstanding debt was 4.3% for the year ended December 31, 2025, a decrease from 6.1% for the year ended December 31, 2024, due to lower average borrowings after substantial debt repayments with IPO proceeds during the year ended December 31, 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 year ended December 31, 2025, a decrease from 4.8% for the year ended December 31, 2024. For additional information regarding our net interest expense, see Note 12, Interest expense in our consolidated financial statements included in this Annual Report.

Previous wording

Gain (loss) on extinguishment of debt. Gain (loss) on debt extinguishment was a loss of $17 million for the year ended December 31, 2024, as the result of various debt refinancing arrangements. There was no gain (loss) on debt extinguishment recognized for the year ended December 31, 2023. For additional information regarding our debt, see Note 10, Debt in our consolidated financial statements included in this Annual Report.

Current wording

Gain (loss) on extinguishment of debt. We recognized a loss on debt extinguishment of $3 million during the year ended December 31, 2025, as a result of repaying debt relating to the Spain Transportation business. We recognized a loss on debt extinguishment of $17 million for the year ended December 31, 2024, as the result of various debt refinancing agreements. For additional information regarding our debt, see Note 10, Debt in our consolidated financial statements included in this Annual Report.

Previous wording

Gain (loss) on foreign currency transactions, net. We reported a net foreign currency exchange loss of $25 million for the year ended December 31, 2024 compared to a net gain of $4 million for the year ended December 31, 2023. The increase in foreign currency exchange loss was due to unfavorable 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 $28 million for the year ended December 31, 2025 compared to a net loss of $25 million for the year ended December 31, 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.

Previous wording

Equity income (loss), net of tax. We reported a net loss from equity method investments of $6 million for the year ended December 31, 2024, as compared to $3 million net loss for the year ended December 31, 2023. The increase in net loss was primarily related to our investment in Emergent Cold LatAm Holdings, LLC.

Current wording

Equity income (loss), net of tax. We reported $3 million of net loss from equity method investments for the year ended December 31, 2025, compared to a net loss of $6 million for the year ended December 31, 2024. The net loss in both periods was primarily related to our investment in Emergent Cold LatAm Holdings, LLC.

Previous wording

Other nonoperating income (expense). We reported $1 million of other nonoperating income for the year ended December 31, 2024, compared to net expenses of $19 million for the year ended December 31, 2023. During the year ended December 31, 2023, the Company recognized a net loss of $21 million on the sale of Erweda BV, a European subsidiary. For additional information regarding the divestiture, see Note 4, Business combinations, asset acquisitions, and divestitures in our consolidated financial statements included in this Annual Report.

Current wording

Other nonoperating income (expense), net. We reported $50 million of other nonoperating expense for the year ended December 31, 2025, compared to net expense of $1 million for the year ended December 31, 2024. During the year ended December 31, 2025, we recognized a loss of $55 million on the sale of Lineage Spain Transportation, a European subsidiary. For additional information regarding the divestiture, see Note 4, Business combinations, asset acquisitions, and divestitures in our the consolidated financial statements included in this Annual Report.

Previous wording

Income tax benefit for the year ended December 31, 2024 was $89 million, which represented an increase of $75 million from the income tax benefit of $14 million for the year ended December 31, 2023. The tax benefit in 2024 was principally created by the tax-effect of pre-tax earnings in various jurisdictions and changes to valuation allowance on deferred tax assets, reduced by tax adjustments related to REIT activity. The tax benefit in 2023 was principally created by the tax-effect of pre-tax earnings and losses in various jurisdictions, tax adjustments related to REIT activity, and changes to uncertain tax positions. Our income taxes are discussed in more detail in Note 9, Income taxes to the consolidated financial statements included in this Annual Report.

Current wording

Income tax benefit for the year ended December 31, 2025 was $2 million, a decrease of $87 million from an income tax benefit of $89 million for the year ended December 31, 2024. The tax benefit 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 and changes to valuation allowance on deferred tax assets, reduced by tax adjustments related to REIT activity. Our income taxes are discussed in more detail in Note 9, Income taxes to the consolidated financial statements included in this Annual Report.

Previous wording

We calculate total segment NOI (or “NOI”) as our total revenues less our cost of operations (excluding any depreciation and amortization, general and administrative expense, stock-based compensation expense, restructuring and impairment expense, gain and loss on sale of assets, and acquisition, transaction, and other expense. We use segment NOI to evaluate our segments for purposes of making operating decisions and assessing performance in accordance with ASC 280, Segment Reporting. We believe segment NOI is helpful to investors as a supplemental performance measure to net income because it assists both investors and management in understanding the core operations of our business. There is no industry definition of segment NOI and, as a result, other REITs may calculate segment NOI or other similarly-captioned metrics in a manner different than we do.

Current wording

We calculate total segment NOI (or “NOI”) as our total revenues less our cost of operations (excluding any depreciation and amortization, general and administrative expense, stock-based compensation expense and related employer-paid payroll taxes from grants under our equity incentive plans, restructuring and impairment expense, gain and loss on sale of assets, and acquisition, transaction, and other expense). We use segment NOI to evaluate our segments for purposes of making operating decisions and assessing performance in accordance with ASC 280, Segment Reporting. We believe segment NOI is helpful to investors as a supplemental performance measure to net income because it assists both investors and management in understanding the core operations of our business. There is no industry definition of segment NOI and, as a result, other REITs may calculate segment NOI or other similarly-captioned metrics in a manner different than we do.