Lineage, Inc.

None of our directors or executive officers adopted orterminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the three months ended September 30, 2026, as such terms are defined in Item 408 of Regulation S-K.

Entry into a Material Definitive Agreement; Creation of a Direct Financial Obligation

We are making the following disclosure under this Item 5, instead of under Items 1.01 and 2.03 of Form 8-K.

On November 3, 2026 (the “Closing Date”), Lineage Logistics, LLC (the “Borrower”), a subsidiary of the Company, entered into a Term Loan Agreement (the “Term Loan Agreement”) among the Borrower, Lineage Logistics Holdings, LLC (“LLH”), Lineage OP, LP (the “Operating Partnership”), the Company, Lineage Logistics Services, LLC (“Services”), the lenders from time to time party thereto and CoBank, ACB (“CoBank”), as administrative agent, with CoBank and GreenStone Farm Credit Services, FLCA acting as joint lead arrangers and joint bookrunners.

The Term Loan Agreement provides for a term loan facility in an aggregate principal amount of $500 million (the “FCS Term Loan”). The FCS Term Loan matures on November 3, 2033, the seventh anniversary of the Closing Date, and does not amortize. Subject to certain conditions, the Borrower may request incremental term loan commitments in an aggregate amount of up to $500 million, such that the aggregate principal amount of term loans does not exceed $1.0 billion. The proceeds of the FCS Term Loan were used for the repayment of outstanding borrowings under the Revolving Credit Facility. The Borrower’s obligations under the Term Loan Agreement are guaranteed by the Company, LLH, the Operating Partnership and Services.

Interest on borrowings under the Term Loan Agreement will accrue and be payable, at the Borrower’s option, at an annual rate equal to (a) the Term SOFR (subject to a 0% floor) plus an applicable margin or (b) an alternate base rate plus an applicable margin. The applicable margin will be the percentage described in the following chart that corresponds to the senior unsecured long-term debt rating of the Company or another Guarantor (as defined in the Term Loan Agreement) from Moody’s, S&P or Fitch, as applicable. The Borrower may prepay the FCS Term Loan at any time, in whole or in part, without premium or penalty, subject to customary breakage costs for Term SOFR Loans (as defined in the Term Loan Agreement).

The Term Loan Agreement contains customary representations, warranties and covenants, including negative covenants limiting indebtedness, liens, fundamental changes, dispositions, restricted payments and investments, in each case subject to certain exceptions. The Term Loan Agreement also requires, as of the end of each fiscal quarter, (i) a Total Leverage Ratio of not more than 60%, (ii) a Fixed Charge Coverage Ratio of not less than 1.50 to 1.00, (iii) an Unsecured Leverage Ratio of not more than 60% and (iv) a Secured Leverage Ratio of not more than 40%, in each case subject to temporary increases following a Material Acquisition (each as defined in the Term Loan Agreement). In addition, the Term Loan Agreement contains a most favored lender provision pursuant to which certain additional or more restrictive representations, covenants, events of default and guarantee or collateral requirements subsequently added to the Credit Agreement will be incorporated into the Term Loan Agreement.

The Term Loan Agreement contains customary events of default, including non-payment of obligations, material inaccuracy of representations, violation of covenants, cross-default to other material indebtedness, bankruptcy or insolvency, certain Employee Retirement Income Security Act and judgment defaults, failure of any guarantee to remain in full force and effect and a change in control.

The foregoing description of the Term Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Term Loan Agreement, a copy of which is filed as Exhibit 10.2 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.