Lineage, Inc.
For the period ended Dec 31, 2025. Filed Feb 25, 2026.
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FY2025 · Filed Feb 25, 2026
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Business combinations asset acquisitions
(4)Business combinations, asset acquisitions, and divestitures
2025 Business Combinations
The acquisitions described below took place during the year ended December 31, 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 year ended December 31, 2025. The Company’s 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.
| (in millions) | Bellingham Cold Storage | Other |
|---|---|---|
| Fair value of consideration transferred | ||
| Cash consideration (1) | $119 | $60 |
| Total consideration | $119 | $60 |
| Recognized amounts of identifiable assets acquired and liabilities assumed | ||
| Cash and cash equivalents | $6 | $1 |
| Accounts receivable, net, prepaid expenses, and other current assets | 3 | 1 |
| Property, plant, and equipment | 102 | 47 |
| Right-of-use assets and other non-current assets | 10 | 1 |
| Customer relationships (included in other intangible assets) | 10 | 5 |
| Accounts payable, accrued liabilities, and other current liabilities | (5) | (1) |
| Lease obligations and other non-current liabilities | (11) | — |
| Deferred income tax liabilities | — | (3) |
| Total identified net assets | $115 | $51 |
| Goodwill | $4 | $9 |
| (1) Cash consideration includes immaterial contingent consideration. | ||
(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 year ended December 31, 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 expected cost to construct these new warehouses is included in the estimated construction commitments amount disclosed in Note 20, Commitments and contingencies.
2025 Divestiture
(a)Spain Transportation
On August 29, 2025, the Company, as part of its continued focus on profitability, divested Lineage Spain Transportation S.L.U. (“Spain Transportation”), which represented substantially all of the Company’s transportation business in Spain. The sale included immaterial cash consideration and certain contingent consideration, which was settled in December 2025 for $7 million. 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 $55 million during the year ended December 31, 2025 included in Other nonoperating income (expense), net in the consolidated statements of operations and comprehensive income (loss).
2024 Business Combinations
The acquisitions described below took place during the year ended December 31, 2024. All accounting for these business combinations is final. There were no material measurement period adjustments during the year ended December 31, 2025. The Company’s 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 for the years ended December 31, 2025 and 2024. Pro forma results of operations have not been presented because those effects of 2024 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 during the year ended December 31, 2024, inclusive of any measurement period adjustments.
| (in millions) | ColdPoint Logistics | Other (1) |
|---|---|---|
| Fair value of consideration transferred | ||
| Cash consideration | $224 | $110 |
| Contingent consideration | — | 12 |
| Total consideration | $224 | $122 |
| Recognized amounts of identifiable assets acquired and liabilities assumed | ||
| Cash and cash equivalents | $— | $2 |
| Accounts receivable, net, prepaid expenses, and other current assets | 8 | 7 |
| Property, plant, and equipment | 160 | 96 |
| Right-of-use assets and other non-current assets | — | 13 |
| Customer relationships (included in other intangibles) | 41 | 26 |
| Accounts payable, accrued liabilities, and other current liabilities | (5) | (6) |
| Lease obligations and other non-current liabilities | — | (13) |
| Deferred income tax liabilities | — | (23) |
| Long-term debt | — | (14) |
| Total identified net assets | $204 | $88 |
| Goodwill | $20 | $34 |
| (1) The measurement period adjustments were primarily related to property, plant, and equipment and goodwill and were not material. | ||
(a)ColdPoint Logistics
On November 1, 2024, the Company acquired a warehouse and operating assets of ColdPoint Logistics Warehouse, LLC and ColdPoint Logistics Real Estate, LLC (collectively referred to as “ColdPoint Logistics”) through an asset purchase agreement. The facility provides temperature-controlled storage in the Greater Kansas City area. The purpose of this acquisition was to expand the Company’s growth and strengthening of the Company’s warehousing presence in the central region of the US, with direct access to major ports via onsite rail.
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 is amortizable for income tax purposes.
(b)Other
During 2024, the Company completed other business combinations to expand the Company’s growth and strengthening of the Company’s warehousing and transportation network in Canada, Belgium, and Western Australia and providing access to the second largest port in Europe (Belgium). 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 and Global Integrated Solutions segments. The goodwill is not amortizable for income tax purposes.
2024 Real Estate Acquisitions
(a)Eurofrigor
On June 28, 2024, the Company acquired all of the outstanding equity of Eurofrigor S.r.l. Magazzini Generali (“Eurofrigor”) through a quota purchase agreement for $18 million ($15 million net of cash acquired). Eurofrigor owns and operates a temperature-controlled warehouse facility in Controguerra, Italy. The transaction has been accounted for as an asset acquisition under ASC 805, Business Combinations.
2023 Business Combinations
The acquisitions described below took place during the year ended December 31, 2023. All accounting for these acquisitions is final. The 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 for the years ended December 31, 2025, 2024, and 2023. Pro forma results of operations have not been presented because the effects of 2023 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 during the year ended December 31, 2023, inclusive of any measurement period adjustments.
| (in millions) | Burris | NOVA Coldstore Corp. | Other |
|---|---|---|---|
| Fair value of consideration transferred | |||
| Cash consideration | $148 | $80 | $39 |
| Deferred cash consideration | — | — | 14 |
| Issuance of equity | — | 6 | — |
| Contingent consideration | — | — | 2 |
| Total | $148 | $86 | $55 |
| Total identified net assets acquired | $144 | $64 | $30 |
| Goodwill | $4 | $22 | $25 |
(a)Burris
On October 2, 2023, the Company acquired all of the outstanding equity of certain subsidiaries from Burris Logistics, as well as certain facilities and related assets (collectively, “Burris”) through an asset purchase agreement. The Burris assets include eight warehouses in Lakeland, Florida; Jacksonville, Florida; McDonough, Georgia; Edmond, Oklahoma; New Castle, Delaware; Waukesha, Wisconsin; and Federalsburg, Maryland. These facilities provide a mix of temperature-controlled warehousing services and e-commerce fulfillment.
The goodwill associated with this acquisition is primarily attributable to the strategic benefits of strengthening the Company’s warehousing network in the Eastern and Midwestern United States and expansion of its existing e-commerce fulfillment business. The goodwill was allocated to the Company’s Global Warehousing and Global Integrated Solutions segments and was not amortizable for income tax purposes.
(b)NOVA Coldstore
On October 2, 2023, the Company acquired all the outstanding equity interests of Mountain Dog Operating, LLC, Big Dog Operating, LLC, and NOVA Coldstore Corp. (collectively, “NOVA Coldstore”). NOVA Coldstore is a provider of temperature-controlled warehousing services through itstwo facilities in Massachusetts.
In connection with the transaction described above, Lineage OP issued equity interests to the sellers in the amount of $6 million as consideration for certain of the equity interests in NOVA Coldstore. The fair value of the equity issued by Lineage OP was the price at which equity was issued to third-party investors in arms’ length transactions in connection with other Lineage OP capital raising activities.
The goodwill associated with this acquisition is primarily attributable to the strategic benefits of strengthening the Company’s warehousing network in the North Eastern United States. The goodwill was attributable to the Company’s Global Warehousing segment and was not amortizable for income tax purposes.
(c)Other Business Combinations
During the year ended December 31, 2023, the Company completed other business combinations to expand the Company’s growth and strengthening of the Company’s warehousing and end-to-end logistics solution offerings in the respective regions. 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. The goodwill was allocated to the Company’s Global Warehousing and Global Integrated Solutions segments and was not amortizable for income tax purposes.
2023 Divestitures
During the year ended December 31, 2023, as part of the Company’s continued focus on increasing profitability, the Company completed the sale of its 75% interest in Erweda BV and its subsidiaries. The cash consideration transferred wasimmaterial. During year ended December 31, 2023, the Company recognized a net loss on sale of Erweda BV of $21 million, included in Other nonoperating income (expense), net on the consolidated statements of operations and comprehensive income (loss) and derecognized noncontrolling interests in the amount of $4 million.
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 the years ended December 31, 2025 and 2024, the Company paid $3 million and $37 million to the CRA, respectively. None was paid during the year ended December 31, 2023. The amount owed to the CRA was $1 million and $4 million as of December 31, 2025 and December 31, 2024, respectively, and is presented in Accounts payable and accrued liabilities in the consolidated balance sheets.
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