UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~September~~October 1021, 2025

IRON MOUNTAIN INCORPORATED

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)


1-13045						23-2588479
(Commission File Number)						(IRS Employer Identification No.)

85 New Hampshire Avenue, Suite 150, Portsmouth, New Hampshire

(Address of Principal Executive Offices)

03801

(Zip Code)

(617) 535-4766

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name Of Each Exchange On Which Registered

Common Stock, $.01 par value per share

IRM

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 15.0102. Departure ~~Entry~~of ~~into~~Directors aor ~~Material~~Certain ~~Definitive~~Officers; ~~Agreement.~~Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

~~Issuance~~On October 21, 2025, the board of 4directors (the “Board”) of the Company elected Christie Kelly, age 64, to serve as a director of the Company effective immediately.~~750%~~ ~~Senior~~There ~~Notes~~are ~~due~~no ~~2034~~arrangements or understandings between Ms. Kelly and any other persons pursuant to which she was elected as a director, and Ms. Kelly has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Ms. Kelly does not have a family relationship with any member of the Board or any executive officer of the Company. Effective immediately, Ms. Kelly will serve on the Audit Committee of the Board.

OnMs. ~~September~~Kelly ~~10,~~is ~~2025~~an accomplished, ~~Iron~~three-time ~~Mountain~~Fortune ~~Incorporated~~500 ~~(the~~CFO ~~“Company”)~~in ~~completed~~the areal ~~private~~estate ~~offering~~sector ofwith ~~€1,200,000,000~~extensive experience in ~~aggregate~~finance ~~principal~~and ~~amount~~strategy. ofFrom 42021 to 2023, Ms.~~750%~~ ~~Senior~~Kelly ~~Notes~~served ~~due~~as ~~2034~~Executive ~~(the~~Vice ~~“Notes”)~~President, ~~sold~~Chief atFinancial ~~100.00%~~Officer and Treasurer of ~~par.~~Realty ~~The~~Income ~~net~~Corporation, ~~proceeds~~a ~~from~~publicly ~~the~~traded ~~offering~~triple-net ~~were~~lease ~~approximately~~REIT. €1From 2013 to 2018,~~185~~ Ms.5 ~~million~~Kelly served as EVP and Global Chief Financial Officer of Jones Lang LaSalle Incorporated, ~~after~~a ~~deducting~~publicly ~~discounts~~traded financial and professional services firm specializing in real estate. Prior to ~~the~~that, ~~initial~~she ~~purchasers~~served as EVP and ~~estimated~~Chief ~~offering~~Financial ~~expenses.~~Officer ~~The~~of ~~Company~~Duke ~~intends~~Realty toCorporation, ~~use~~a ~~the~~publicly ~~net~~traded ~~proceeds~~industrial REIT, from 2009 to 2013. Ms. Kelly also held senior leadership positions at Lehman Brothers and General Electric during her career. Ms. Kelly has served on the ~~offering~~board of ~~the~~Park ~~Notes~~Hotels to& ~~redeem~~Resorts, ~~all~~a ofpublicly ~~the~~traded ~~outstanding~~lodging 3REIT, since 2016.~~875%~~ ~~GBP~~Since ~~Senior~~2013, ~~Notes~~she ~~due~~has ~~2025~~served ~~and~~on ~~for~~the ~~general~~board ~~corporate~~of ~~purposes~~Kite Realty Group Trust, ~~including~~a topublicly ~~repay~~traded ~~all~~REIT. orSince aSeptember ~~portion~~2025, ofMs. Kelly has served on the ~~outstanding~~board ~~borrowings~~of ~~under~~Legence Corporation, a publicly traded company. She also serves on the ~~Company’s~~private ~~revolving~~board ~~credit~~of ~~facility~~Gilbane, ~~and~~Inc. toMs. ~~pay~~Kelly ~~related~~has ~~fees~~a ~~and~~Bachelor ~~expenses~~of Arts in Economics from Bucknell University.

~~The~~For ~~Notes~~her ~~were~~service ~~offered~~as ~~and~~a ~~sold~~director, ~~only~~Ms. toKelly ~~persons~~will ~~reasonably~~be ~~believed~~entitled to bethe ~~qualified~~compensation ~~institutional~~that ~~buyers~~the ~~pursuant~~Company generally provides to ~~Rule~~its ~~144A~~non-employee ~~under~~directors. A summary of the ~~Securities~~Company’s ~~Act~~currently-effective ofcompensation ~~1933,~~plan asfor ~~amended~~non-employee directors (the “~~Securities~~Director ~~Act~~Compensation Plan”), ~~and~~is ~~outside~~filed ~~the~~as ~~United~~Exhibit ~~States~~10.53 to ~~non-United~~the ~~States~~Company’s ~~persons~~Annual inReport ~~compliance~~on ~~with~~Form ~~Regulation~~10-K Sfor ~~under~~the year ended December 31, 2024 (the ~~Securities~~“2024 ~~Act~~Annual Report”). ~~The~~Ms. ~~Notes~~Kelly ~~have~~will ~~not~~also ~~been~~be ~~registered~~able ~~under~~to ~~the~~participate ~~Securities~~in ~~Act~~the orIron ~~under~~Mountain ~~any~~Incorporated ~~state~~Directors ~~securities~~Deferred ~~law~~Compensation Plan, ~~and~~which ~~may~~is ~~not~~filed beas ~~offered~~Exhibit or10.54 ~~sold~~to in the ~~United~~2024 ~~States~~Annual ~~absent~~Report. ~~registration~~Effective orimmediately, anpursuant ~~applicable~~to ~~exemption~~the ~~from~~Director Compensation Plan, orMs. inKelly will receive a ~~transaction~~prorated ~~not~~annual ~~subject~~grant ~~to,~~of restricted stock units (“RSUs”) under the ~~registration~~Iron ~~requirements~~Mountain Incorporated 2014 Stock and Cash Incentive Plan. Each RSU represents the right to receive one full share of the ~~Securities~~Company’s ~~Act~~common stock, and ~~applicable~~the ~~state~~RSUs ~~securities~~will ~~laws~~vest immediately upon grant.

The Notes were issued under an indenture, dated as of September 10, 2025 (the “Indenture”), by and among the Company, the Subsidiary Guarantors (as defined below) and Computershare Trust Company N.A., as trustee.

The Company will pay 4.750 % interest per annum on the principal amount of the Notes, payable semi-annually on January 15 and July 15 of each year. Interest on the Notes will accrue from September 10, 2025, and the first interest payment date for the Notes will be January 15, 2026. The Notes will mature on January 15, 2034, unless they are earlier redeemed or repurchased in accordance with the terms set forth in the Indenture.

The Notes are jointly and severally guaranteed on an unsecured senior basis by the Company’s direct and indirect United States subsidiaries that represent the substantial majority of its United States operations (the “Subsidiary Guarantors”). The Notes and the guarantees will be the Company’s and the Subsidiary Guarantors’ general unsecured senior obligations, will be pari passu in right of payment with all of the Company’s and the Subsidiary Guarantors’ existing and future senior debt and will rank senior in right of payment to all of the Company’s and the Subsidiary Guarantors’ existing and future subordinated debt. The Notes and the guarantees are effectively subordinated to the Company’s and the Subsidiary Guarantors’ secured indebtedness, to the extent of the value of the collateral securing such indebtedness, and structurally subordinated to all liabilities of the Company’s subsidiaries that do not guarantee the Notes.

Prior to September 10, 2028, the Company may, at its option, redeem all or a portion of the Notes at the applicable make-whole price set forth in the Indenture. Prior to September 10, 2028, the Company may, at its option, redeem up to 40% in aggregate principal amount of the Notes with an amount not greater than the net proceeds of certain equity offerings at the redemption price set forth in the Indenture so long as at least 50% of the aggregate principal amount of the Notes (originally issued) remains outstanding immediately afterwards. The Company has the option to redeem all or a portion of the Notes at any time on or after September 10, 2028 at the redemption prices set forth in the Indenture. Upon the sale of certain assets or upon certain changes of control, the Company or a Restricted Subsidiary (as defined in the Indenture), as applicable, may be required to offer to repurchase the Notes under the terms set forth in the Indenture.

The Company will, subject to certain exceptions and limitations set forth in the Indenture, pay as additional interest on the Notes such additional amounts as are necessary to ensure that the net amount received by a holder who is not a United States person, after withholding or deduction for U.S. Taxes (as defined in the Indenture), will be equal to the amount such person would have received in the absence of such withholding or deduction.

The Notes are subject to redemption in whole at 100% of their principal amount, plus accrued and unpaid interest, if any, to, but excluding the redemption date at the option of the Company if at any time certain changes affecting taxation in the United States occur and cause or would cause the Company to become obligated to pay additional amounts with respect to the Notes.

The Indenture provides for customary “events of default” which could cause, or permit, the acceleration of the Notes and which are similar to those applicable to the Company’s currently outstanding senior notes. The Indenture contains certain restrictive covenants, including covenants that restrict the Company’s ability to incur indebtedness, pay dividends or make other restricted payments, sell assets, create or permit liens, guarantee indebtedness, make acquisitions or other investments and take certain other corporate actions.

This brief description of the Notes is qualified in its entirety by reference to the Indenture, attached hereto as Exhibit 4.1, which is incorporated herein by reference.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

4.1			Senior Indenture, dated as of September 10, 2025, among the Company, the Subsidiary Guarantors and Computershare Trust Company, N.A., as trustee, relating to the 4.750% Senior Notes due 2034. (Filed herewith)
104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

101 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

104 The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

IRON MOUNTAIN INCORPORATED By: /s/ ~~Barry~~Michelle ~~Hytinen~~Altamura Name: ~~Barry~~Michelle ~~Hytinen~~Altamura Title: Executive Vice President, ~~and~~General ~~Chief~~Counsel ~~Financial~~and ~~Officer~~Secretary

Date: ~~June~~October 2021, 2025

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