Lineage, Inc.

D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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Filed by a Party other than the Registrant ☐

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Lineage, Inc.

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Lineage 2026 Proxy Statement

A Letter From Our Chief Executive Officer

Dear Stockholders,

2025 marked our first full year as a public company and proved to be a challenging period for Lineage and the cold

storage industry overall, shaped by a dynamic operating environment and uneven market conditions across our

footprint.

While the environment was challenging, I am proud of how our team responded.

Rather than remaining static, we took decisive steps to strengthen the business. We initiated cost‑saving initiatives,

pursued selective portfolio optimization including asset sales, and accelerated improvements to our operating

processes, systems, and technology. These actions were undertaken with a long‑term perspective, balancing

near‑term discipline with continued investment in the future of the Company.

As the year progressed, we began to see encouraging signs. The back half of 2025 reflected improving occupancy

trends and a return toward more normal seasonality. While challenges remain, the business exited the year with

improved stability, which we expect to carry into 2026.

Lineage operates mission‑critical infrastructure within a resilient global food supply chain, supported by a diversified

portfolio, long‑standing customer relationships, and a deeply committed team. While 2025 was demanding, it

reinforced the importance of discipline, adaptability, and transparency.

We remain focused on executing our strategy, continuing to strengthen the business, and creating durable value for

our stockholders.

Thank you for your continued confidence in Lineage.

Sincerely,

President, Chief Executive Officer & Director

Lineage 2026 Proxy Statement

Notice of 2026 Annual Meeting of Stockholders

To be held on June 9, 2026

To the Stockholders of Lineage, Inc.:

The 2026 annual meeting of stockholders (the “Annual Meeting”) of Lineage, Inc., a Maryland corporation

(“Lineage,” our “Company,” “we,” “our” or “us”), will be held virtually on June 9, 2026 at 8:30 a.m., Eastern

Daylight Time, to consider and vote on the following matters:

(1)The election of 10 individuals as directors, with each to serve on Lineage’s board of directors until

Lineage’s 2027 annual meeting of stockholders and until their respective successors are duly elected

and qualify;

(2)The ratification of the appointment of PricewaterhouseCoopers LLP as Lineage’s independent

registered public accounting firm for the fiscal year ending December 31, 2026;

(3)The resolution to approve, on an advisory basis, the compensation of Lineage’s named executive

officers, as more fully described in the accompanying proxy statement; and

(4)The transaction of such other business as may properly come before the Annual Meeting or any

postponement or adjournment thereof.

These items of business are described in the Proxy Statement that follows this notice. The close of business on

March 18, 2026 (the “record date”) has been fixed by our board of directors as the record date for the

determination of the stockholders entitled to notice of, and to vote at, the Annual Meeting and any

postponement or adjournment thereof.

All stockholders as of the record date are cordially invited to attend the Annual Meeting, which will be conducted

via a live webcast. Whether or not you plan to attend the virtual Annual Meeting, in order to assure proper

representation of your shares at the Annual Meeting, we urge you to submit your proxy voting instructions.

To be admitted to the virtual Annual Meeting, you will need to log in to www.virtualshareholdermeeting.com/

LINE2026 using the control number found in the Notice Regarding the Availability of Proxy Materials, proxy card

or voting instruction form. The Annual Meeting will begin promptly at 8:30 a.m., Eastern Daylight Time, on

June 9, 2026. Online access to the webcast will open at approximately 8:15 a.m. Eastern Daylight Time. We

encourage you to access the meeting in advance of the designated start time. If you encounter any difficulties

accessing the virtual meeting during the check-in or meeting time, please call the technical assistance number

that will be posted on www.virtualshareholdermeeting.com/LINE2026.

If you are a registered holder of our shares as of the close of business on the record date, you may vote by

following the instructions for voting on the Notice Regarding the Availability of Proxy Materials or, if you received

a paper or electronic copy of our proxy materials, by following the instructions on your proxy card. If you hold

shares in “street name” through a broker or other financial institution, you must follow the instructions

provided by your broker or other financial institution regarding how to authorize and instruct your

broker or financial institution to vote your shares.

By Order of the Board,

/s/ Natalie Matsler

Natalie MatslerChief Legal Officer and Corporate Secretary

Novi, Michigan

This Notice of 2026 Annual Meeting of Stockholders and Proxy Statement are first being distributed or made

available, as the case may be, on or about April 23, 2026.

Lineage 2026 Proxy Statement

Table Of Contents

Forward-Looking Statements

Certain statements contained in this Proxy Statement, other than historical facts, may be considered forward-

looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements

include, but are not limited to statements about Lineage’s plans, strategies, initiatives, and prospects and

statements about its future results of operations, capital expenditures and liquidity. These forward-looking

statements are based on current expectations, estimates and projections about the industry and markets in

which Lineage operates, and beliefs of, and assumptions made by, the Company. Such statements are subject

to known and unknown risks and uncertainties which could cause actual results to differ materially from those

projected or anticipated, including, but not limited to, the important factors discussed in our Annual Report on

Form 10-K for the year ended December 31, 2025 and in our other filings with the Securities and Exchange

Commission (the “SEC”). Forward-looking statements in this Proxy Statement speak only as of the date of this

Proxy Statement, and undue reliance should not be placed on such statements. We undertake no obligation to,

nor do we intend to, update, or otherwise revise, any such statements that may become untrue because of

subsequent events.

Certain Terms Used in this Proxy Statement

Unless specified or required by the context, references herein to “we,” “our,” “us,” “Lineage,” or the “Company”

refer to Lineage, Inc., a Maryland corporation, and its consolidated subsidiaries. References herein to “our

operating partnership” mean, prior to its conversion to a Maryland limited partnership in connection with the

formation transactions, Lineage OP, LLC, a Delaware limited liability company, and after such conversion,

Lineage OP, LP, a Maryland limited partnership. Lineage OP, LP is our direct subsidiary and is managed by us.

References herein to “Lineage Holdings” mean Lineage Logistics Holdings, LLC, our principal operating

subsidiary and a direct subsidiary of, and managed by, our operating partnership.

Lineage 2026 Proxy Statement

In general, references herein to “Bay Grove” are to Bay Grove Capital Group LLC (“BG Capital”), a private

owner-operator firm founded by our Co-Executive Chairmen, and its affiliated entities, including Bay Grove

Management Company, LLC (“Bay Grove Management”) and Bay Grove Capital LLC (“Bay Grove Capital”), but

excluding BGLH and the Co-Executive Chairmen. In general, references to “BGLH” are to BG Lineage

Holdings, LLC, and its subsidiary BG Lineage Holdings LHR, LLC (“LHR”). BG Capital is the managing member

of Bay Grove Capital and Bay Grove Management, which is the managing member of BGLH. BG Capital is also

the manager of BG Maverick, LLC (“BG Maverick”) and BG Cold, LLC (“BG Cold”). Our Co-Executive

Chairmen, Adam Forste and Kevin Marchetti, are the managing members of BG Capital.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held June 9,

2026. The Proxy Statement and our 2025 Annual Report to Stockholders are available at:

www.proxyvote.com.

Lineage 2026 Proxy Statement

Proxy Statement for 2026 Annual Meeting of Stockholders to be held on June 9, 2026

This Proxy Statement is being furnished to stockholders in connection with the solicitation of proxies by and on

behalf of the board of directors (the “Board”) of Lineage, Inc. for exercise at the Company’s 2026 annual

meeting of stockholders (the “Annual Meeting”). The Annual Meeting will be held in a virtual format only. This

Proxy Statement, the Notice of 2026 Annual Meeting of Stockholders and the related proxy card are first being

made available or sent to stockholders on or about April 23, 2026.

General Information