UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended ~~June~~September 30, 2025


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

For the transition period from to

Commission file number 001-42191

___________________________________

Lineage, Inc.

(Exact name of registrant as specified in its charter)

___________________________________


Maryland						82-1271188
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

46500 Humboldt Drive, Novi, Michigan						48377
(Address of Principal Executive Offices)						(Zip Code)

(800) 678-7271

Registrant’s telephone number, including area code

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, par value $0.01 per share	LINE	Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

As of ~~July~~October 3130, 2025, the registrant had outstanding 228,~~767~~289,~~627~~625 shares of common stock.

Table of Contents

			Page
Forward-Looking Statements			2
Part I - Financial Information			4
Item 1. Financial Statements			4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			4548
Item 3. Quantitative and Qualitative Disclosures About Market Risk			7680
Item 4. Controls and Procedures			7680
Part II - Other Information			7882
Item 1. Legal Proceedings			7882
Item 1A. Risk Factors			7882
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			7882
Item 3. Defaults Upon Senior Securities			7883
Item 4. Mine Safety Disclosures			7883
Item 5. Other Information			7983
Item 6. Exhibits			8084
Signatures			8285

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. In particular, statements pertaining to our business and growth strategies, investment and development activities and trends in our business, contain forward-looking statements. When used in this Quarterly Report on Form 10-Q, the words “estimate,” “anticipate,” “expect,” “believe,” “intend,” “may,” “will,” “could,” “should,” “would,” “seek,” “position,” “support,” “drive,” “enable,” “optimistic,” “target,” “opportunity,” “approximately” or “plan,” or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters are intended to identify forward-looking statements. You can also identify forward-looking statements by discussions of strategy, plans, or intentions of management.

Forward-looking statements involve numerous risks and uncertainties, and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data, or methods that may be incorrect or imprecise, and we may not be able to realize them. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

•general business and economic conditions;

•continued volatility and uncertainty in the credit markets and broader financial markets, including potential fluctuations in the Consumer Price Index and changes in foreign currency exchange rates;

•the impact of tariffs and global trade disruptions on us and our customers;

•other risks inherent in the real estate business, including customer defaults, potential liability related to environmental matters, illiquidity of real estate investments and potential damages from natural disasters;

•the availability of suitable acquisitions and our ability to acquire properties or businesses on favorable terms;

•our success in implementing our business strategy and our ability to identify, underwrite, finance, consummate, integrate and manage diversifying acquisitions or investments;

•our ability to meet budgeted or stabilized returns on our development and expansion projects within expected time frames, or at all;

•our ability to manage our expanded operations, including expansion into new markets or business lines;

•our failure to realize the intended benefits from, or disruptions to our plans and operations or unknown or contingent liabilities related to, our recent and future acquisitions and greenfield developments;

•our failure to successfully integrate and operate acquired or developed properties or businesses;

•our ability to renew significant customer contracts;

•the impact of supply chain disruptions, including the impact on labor availability, raw material availability, manufacturing and food production, and transportation;

•difficulties managing an international business and acquiring or operating properties in foreign jurisdictions and unfamiliar metropolitan areas;

•changes in political conditions, geopolitical turmoil, political instability, civil disturbances, restrictive governmental actions or nationalization in the countries in which we operate;

•the degree and nature of our competition;

•our failure to generate sufficient cash flows to service our outstanding indebtedness;

•our ability to access debt and equity capital markets;

•continued volatility in interest rates;

•increased power, labor, or construction costs;

•changes in consumer demand or preferences for products we store in our warehouses;

•decreased storage rates or increased vacancy rates;

•labor shortages or our inability to attract and retain talent;

•changes in, or the failure or inability to comply with, government regulation;

•a failure of our information technology systems, systems conversions and integrations, cybersecurity attacks or a breach of our information security systems, networks, or processes;

•our failure to maintain our status as a real estate investment trust (“REIT”) for U.S. federal income tax purposes;

•changes in local, state, federal, and international laws and regulations, including related to taxation, tariffs, real estate and zoning laws, and increases in real property tax rates;

•the impact of any financial, accounting, legal, tax, or regulatory issues or litigation that may affect us; and

•additional factors discussed in the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in this Quarterly Report on Form 10-Q, any subsequent filings with the Securities and Exchange Commission, and in the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in our most recent Annual Report on Form 10-K.

You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date such statements are made. While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We undertake no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect the occurrence of unanticipated events, except as required by law. In light of these risks and uncertainties, the forward-looking events discussed in this Quarterly Report on Form 10-Q might not occur as described, or at all.

Certain Terms Used in this Quarterly Report

Unless otherwise specified or required by the context, references in this Quarterly Report 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.

In general, references to “Bay Grove” herein 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. Our Co-Executive Chairmen, Adam Forste and Kevin Marchetti, are the managing members of BG Capital. BG Capital is also the managing member of BG Maverick, LLC (“BG Maverick”) and BG Cold, LLC (“BG Cold”).

Part I - Financial Information

Item 1. Financial Statements

LINEAGE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except par values)

	June 30,		December 31,
	September 30,		December 31,
	2025		2024
	(Unaudited)
Assets
Current assets:
Cash, cash equivalents, and restricted cash	$	8275	$	175
Accounts receivable, net	~~891~~857		826
Inventories	~~174~~167		187
Prepaid expenses and other current assets	~~201~~183		97
Total current assets	1,~~348~~282		1,285
Non-current assets:
Property, plant, and equipment, net	11,~~323~~254		10,627
Finance lease right-of-use assets, net	1,~~143~~113		1,254
Operating lease right-of-use assets, net	~~625~~615		627
Equity method investments	~~133~~131		124
Goodwill	3,~~505~~473		3,338
Other intangible assets, net	1,~~150~~116		1,127
Other assets	~~217~~213		279
Total assets	$	19,~~444~~197	$	18,661
Liabilities, Redeemable Noncontrolling Interests, and Equity
Current liabilities:
Accounts payable and accrued liabilities	$	1,~~160~~050	$	1,220
Accrued dividends and distributions	135		134
Deferred revenue	8384		83
Current portion of long-term debt, net	3222		56
Total current liabilities	1,~~410~~291		1,493
Non-current liabilities:
Long-term finance lease obligations	1,~~239~~223		1,249
Long-term operating lease obligations	~~605~~598		605
Deferred income tax liability	~~328~~310		304
Long-term debt, net	5,~~735~~925		4,906
Other long-term liabilities	~~461~~465		410
Total liabilities	9,~~778~~812		8,967
Commitments and contingencies (Note 17)
Redeemable noncontrolling interests	7		43
Stockholders’ equity:
Common stock, $0.01 par value per share – 500 authorized shares; 229 and 228 issued and outstanding at June 30, 2025 and December 31, 2024, respectively	2		2
Common stock, $0.01 par value per share – 500 authorized shares; 228 issued and outstanding at September 30, 2025 and December 31, 2024	2		2
Additional paid-in capital - common stock	10,~~817~~821		10,764
Retained earnings (accumulated deficit)	(2,~~103~~325)		(1,855)
Accumulated other comprehensive income (loss)	(79115)		(273)
Total stockholders’ equity	8,~~637~~383		8,638
Noncontrolling interests	~~1,022~~995		1,013
Total equity	9,~~659~~378		9,651
Total liabilities, redeemable noncontrolling interests, and equity	$	19,~~444~~197	$	18,661

See accompanying notes to condensed consolidated financial statements.

LINEAGE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(in millions, except per share amounts)

	Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
	(Unaudited)
Net revenues	$	1,~~350~~377	$	1,~~338~~335	$	24,~~642~~019	$	24,~~666~~001
Cost of operations	~~920~~932		~~891~~897		12,~~796~~728		12,~~775~~672
General and administrative expense	~~143~~145		~~127~~143		~~297~~442		~~251~~394
Depreciation expense	~~170~~174		~~164~~156		~~328~~502		~~322~~478
Amortization expense	5456		5554		~~108~~164		~~108~~162
Acquisition, transaction, and other expense	3712		12592		5264		20612
Restructuring, impairment, and (gain) loss on disposals	323		158		~~(18)~~5		1523
Total operating expense	1,~~327~~342		1,~~264~~850		23,~~563~~905		24,~~491~~341
Income from operations	2335		74(515)		79114		~~175~~(340)
Other income (expense):
Equity income (loss), net of tax	3(2)		~~(1)~~—		(13)		(3)
Gain (loss) on foreign currency transactions, net	26(6)		214		4236		~~(9)~~5
Interest expense, net	(6768)		(~~148~~82)		(~~127~~195)		(~~287~~369)
Gain (loss) on extinguishment of debt	—(3)		—(6)		—(3)		(713)
Other nonoperating income (expense), net	1(57)		—1		1(56)		—1
Total other income (expense), net	(37136)		(~~147~~73)		(85221)		(~~306~~379)
Net income (loss) before income taxes	(14101)		(73588)		(6107)		(~~131~~719)
Income tax expense (benefit)	~~(7)~~11		7(45)		112		(348)
Net income (loss)	(7112)		(80543)		(7119)		(~~128~~671)
Less: Net income (loss) attributable to noncontrolling interests	(112)		(1258)		(113)		(2078)
Net income (loss) attributable to Lineage, Inc.	(6100)		(68485)		(6106)		(~~108~~593)
Other comprehensive income (loss), net of tax:
Unrealized gain (loss) on foreign currency hedges and interest rate hedges	(1415)		(1346)		(3146)		(1056)
Foreign currency translation adjustments	~~184~~(25)		~~(12)~~115		~~248~~223		~~(86)~~29
Comprehensive income (loss)	~~163~~(152)		(~~105~~474)		~~210~~58		(~~224~~698)
Less: Comprehensive income (loss) attributable to noncontrolling interests	17(16)		(1550)		226		(3181)
Comprehensive income (loss) attributable to Lineage, Inc.	$	~~146~~(136)	$	(90424)	$	~~188~~52	$	(~~193~~617)
Basic earnings (loss) per share	$	(0.0344)	$	(02.4644)	$	(0.0246)	$	(03.7354)
Diluted earnings (loss) per share	$	(0.0344)	$	(02.4644)	$	(0.0246)	$	(03.7354)
Weighted average common shares outstanding:
Basic	~~229~~228		~~162~~210		228		~~162~~178
Diluted	~~229~~228		~~162~~210		228		~~162~~178

See accompanying notes to condensed consolidated financial statements.

LINEAGE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY (Unaudited)

(in millions)


	Redeemable noncontrolling interests		Common Stock					Series A preferred stock		Retained earnings (accumulated deficit)		Accumulated other comprehensive income (loss)		Noncontrolling interests		Total equity
(in millions, except per share amounts)			Number of shares	Amount at par value		Additional paid-in capital
Balance as of December 31, 2023	$	349	162	$	2	$	5,961	$	1	$	(879)	$	(34)	$	622	$	5,673



Distributions	(1)		—	—		—		—		—		—		(12)		(12)


Stock-based compensation	—		—	—		3		—		—		—		2		5
Other comprehensive income (loss)	—		—	—		—		—		—		(63)		(8)		(71)



Redemption of redeemable noncontrolling interests	(6)		—	—		—		—		—		—		—		—
Redemption of common stock	—		—	—		(25)		—		—		—		—		(25)
Expiration of redemption option	(92)		—	—		65		—		—		—		27		92


Redeemable noncontrolling interest redemption value adjustment	6		—	—		(6)		—		—		—		—		(6)
Net income (loss)	—		—	—		—		—		(40)		—		(8)		(48)
Reallocation of noncontrolling interests	—		—	—		(7)		—		—		—		7		—
Balance as of March 31, 2024	256		162	2		5,991		1		(919)		(97)		630		5,608
Common stock issuances, net of equity raise costs	—		—	—		1		—		—		—		—		1


Distributions	—		—	—		—		—		—		—		(12)		(12)


Stock-based compensation	—		—	—		4		—		—		—		2		6
Other comprehensive income (loss)	—		—	—		—		—		—		(22)		(3)		(25)







Redeemable noncontrolling interest redemption value adjustment	4		—	—		(4)		—		—		—		—		(4)
Accretion of redeemable noncontrolling interests	2		—	—		(2)		—		—		—		—		(2)
Net income (loss)	—		—	—		—		—		(68)		—		(12)		(80)
Reallocation of noncontrolling interests	—		—	—		(9)		—		—		—		9		—
Balance as of June 30, 2024	262		162	2		5,981		1		(987)		(119)		614		5,492
Common stock issuances, net of equity raise costs	—		65	—		4,873		—		—		—		—		4,873
Assumption of the Put Option liability	—		—	—		—		—		(103)		—		—		(103)

Dividends ($0.38 per common share) and other distributions ($0.38 per OP Unit and OPEU)	—		—	—		—		—		(87)		—		(13)		(100)

Stock-based compensation	—		2	—		147		—		—		—		13		160
Withholding of common stock for employee taxes	—		(1)	—		(46)		—		—		—		—		(46)
Other comprehensive income (loss)	—		—	—		—		—		—		61		8		69
Conversion of Management Profits Interests Class C units	—		—	—		(61)		—		—		—		61		—
Redemption of preferred shares and OPEUs	—		—	—		(46)		(1)		—		—		(29)		(76)
Reimbursement of Advance Distributions	—		—	—		—		—		—		—		198		198
Reclassification of the Preference Shares	(229)		—	—		(22)		—		—		—		—		(22)

Issuance of OPEUs and settlement of Class D Units	—		—	—		114		—		—		—		73		187

Redeemable noncontrolling interest redemption value adjustment	4		—	—		(4)		—		—		—		—		(4)
Accretion of redeemable noncontrolling interests	3		—	—		(3)		—		—		—		—		(3)
Net income (loss)	(1)		—	—		—		—		(485)		—		(57)		(542)
Reallocation of noncontrolling interests	—		—	—		(189)		—		—		—		189		—
Balance as of September 30, 2024	$	39	228	$	2	$	10,744	$	—	$	(1,662)	$	(58)	$	1,057	$	10,083

			Common Stock
	Redeemable noncontrolling interests		Number of shares	Amount at par value		Additional paid-in capital		Series A preferred stock		Retained earnings (accumulated deficit)		Accumulated other comprehensive income (loss)		Noncontrolling interests		Total equity
Balance as of December 31, 2023	$	349	162	$	2	$	5,961	$	1	$	(879)	$	(34)	$	622	$	5,673
Distributions	(1)		—	—		—		—		—		—		(12)		(12)
Stock-based compensation	—		—	—		3		—		—		—		2		5
Other comprehensive income (loss)	—		—	—		—		—		—		(63)		(8)		(71)
Redemption of redeemable noncontrolling interests	(6)		—	—		—		—		—		—		—		—
Redemption of common stock	—		—	—		(25)		—		—		—		—		(25)
Expiration of redemption option	(92)		—	—		65		—		—		—		27		92
Redeemable noncontrolling interest redemption value adjustment	6		—	—		(6)		—		—		—		—		(6)
Net income (loss)	—		—	—		—		—		(40)		—		(8)		(48)
Reallocation of noncontrolling interests	—		—	—		(7)		—		—		—		7		—
Balance as of March 31, 2024	256		162	2		5,991		1		(919)		(97)		630		5,608
Common stock issuances, net of equity raise costs	—		—	—		1		—		—		—		—		1
Distributions	—		—	—		—		—		—		—		(12)		(12)
Stock-based compensation	—		—	—		4		—		—		—		2		6
Other comprehensive income (loss)	—		—	—		—		—		—		(22)		(3)		(25)
Redeemable noncontrolling interest redemption value adjustment	4		—	—		(4)		—		—		—		—		(4)
Accretion of redeemable noncontrolling interests	2		—	—		(2)		—		—		—		—		(2)
Net income (loss)	—		—	—		—		—		(68)		—		(12)		(80)
Reallocation of noncontrolling interests	—		—	—		(9)		—		—		—		9		—
Balance as of June 30, 2024	$	262	162	$	2	$	5,981	$	1	$	(987)	$	(119)	$	614	$	5,492

See accompanying notes to condensed consolidated financial statements.

LINEAGE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY (Unaudited)

(in millions, except per share amounts)


	Redeemable noncontrolling interests		Common Stock					Retained earnings (accumulated deficit)		Accumulated other comprehensive income (loss)		Noncontrolling interests		Total equity
(in millions, except per share amounts)			Number of shares	Amount at par value		Additional paid-in capital
Balance as of December 31, 2024	$	43	228	$	2	$	10,764	$	(1,855)	$	(273)	$	1,013	$	9,651



Dividends ($0.53 per common share) and other distributions ($0.53 per OP Unit and OPEU)	—		—	—		—		(121)		—		(14)		(135)


Stock-based compensation	—		—	—		19		—		—		21		40

Other comprehensive income (loss)	—		—	—		—		—		42		5		47








Redeemable noncontrolling interest redemption value adjustment	(2)		—	—		2		—		—		—		2
Net income (loss)	—		—	—		—		—		—		—		—
Reallocation of noncontrolling interests	—		—	—		6		—		—		(6)		—
Balance as of March 31, 2025	41		228	2		10,791		(1,976)		(231)		1,019		9,605



Dividends ($0.53 per common share) and other distributions ($0.53 per OP Unit and OPEU)	—		—	—		—		(121)		—		(13)		(134)


Stock-based compensation	—		1	—		22		—		—		7		29
Withholding of common stock for employee taxes	—		—	—		(10)		—		—		—		(10)
Other comprehensive income (loss)	—		—	—		—		—		152		18		170



Redemption of redeemable noncontrolling interests	(28)		—	—		—		—		—		—		—

Expiration of redemption option	(6)		—	—		—		—		—		6		6



Net income (loss)	—		—	—		—		(6)		—		(1)		(7)
Reallocation of noncontrolling interests	—		—	—		7		—		—		(7)		—
OP Units reclassification	—		—	—		7		—		—		(7)		—
Balance as of June 30, 2025	7		229	2		10,817		(2,103)		(79)		1,022		9,659



Dividends ($0.53 per common share) and other distributions ($0.53 per OP Unit and OPEU)	—		—	—		—		(122)		—		(15)		(137)

Stock-based compensation	—		—	—		21		—		—		17		38
Withholding of common stock for employee taxes	—		—	—		(2)		—		—		—		(2)
Other comprehensive income (loss)	—		—	—		—		—		(36)		(4)		(40)




Redemption of common stock	—		(1)	—		(28)		—		—		—		(28)




Net income (loss)	—		—	—		—		(100)		—		(12)		(112)
Reallocation of noncontrolling interests	—		—	—		10		—		—		(10)		—
OP Units reclassification	—		—	—		3		—		—		(3)		—
Balance as of September 30, 2025	$	7	228	$	2	$	10,821	$	(2,325)	$	(115)	$	995	$	9,378

			Common Stock
	Redeemable noncontrolling interests		Number of shares	Amount at par value		Additional paid-in capital		Retained earnings (accumulated deficit)		Accumulated other comprehensive income (loss)		Noncontrolling interests		Total equity
Balance as of December 31, 2024	$	43	228	$	2	$	10,764	$	(1,855)	$	(273)	$	1,013	$	9,651
Dividends ($0.53 per common share) and other distributions ($0.53 per OP Unit and OPEU)	—		—	—		—		(121)		—		(14)		(135)
Stock-based compensation	—		—	—		19		—		—		21		40
Other comprehensive income (loss)	—		—	—		—		—		42		5		47
Redeemable noncontrolling interest redemption value adjustment	(2)		—	—		2		—		—		—		2
Net income (loss)	—		—	—		—		—		—		—		—
Reallocation of noncontrolling interests	—		—	—		6		—		—		(6)		—
Balance as of March 31, 2025	41		228	2		10,791		(1,976)		(231)		1,019		9,605
Dividends ($0.53 per common share) and other distributions ($0.53 per OP Unit and OPEU)	—		—	—		—		(121)		—		(13)		(134)
Stock-based compensation	—		1	—		22		—		—		7		29
Withholding of common stock for employee taxes	—		—	—		(10)		—		—		—		(10)
Other comprehensive income (loss)	—		—	—		—		—		152		18		170
Redemption of redeemable noncontrolling interests	(28)		—	—		—		—		—		—		—
Expiration of redemption option	(6)		—	—		—		—		—		6		6
Net income (loss)	—		—	—		—		(6)		—		(1)		(7)
Reallocation of noncontrolling interests	—		—	—		7		—		—		(7)		—
OP Units reclassification	—		—	—		7		—		—		(7)		—
Balance as of June 30, 2025	$	7	229	$	2	$	10,817	$	(2,103)	$	(79)	$	1,022	$	9,659

See accompanying notes to condensed consolidated financial statements.

LINEAGE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

	Six Months Ended June 30,
	Nine Months Ended September 30,
	2025		2024
	(Unaudited)
Cash flows from operating activities:
Net income (loss)	$	(7119)	$	(~~128~~671)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Provision for credit losses	25		23
Impairment of long-lived and intangible assets	1		29
Impairment of long-lived assets, goodwill, and other intangible assets	31		33
Gain on insurance recovery	(4051)		(2329)
Depreciation and amortization	~~436~~666		~~430~~640
(Gain) loss on extinguishment of debt, net	—3		713
Amortization of deferred financing costs, discount, and above/below market debt	58		1216
Stock-based compensation	69107		11171
(Gain) loss on foreign currency transactions, net	(4236)		9(5)
Deferred income tax	(913)		(2471)
Put Options fair value adjustment	2830		—
Other operating activities	1		10
(Gain) loss on divestitures, net	58		—
Vesting of Class D interests (see Note 2, Capital structure and noncontrolling interests)	—		185
One-time Internalization expense to Bay Grove (see Note 2, Capital structure and noncontrolling interests)	—		200
Other operating activities	6		15
Changes in operating assets and liabilities (excluding effects of acquisitions):
Accounts receivable	(36)		~~(18)~~17
Prepaid expenses, other assets, and other long-term liabilities	(2428)		(2426)
Inventories	1520		(34)
Accounts payable and accrued liabilities and deferred revenue	(624)		(3751)
Right-of-use assets and lease obligations	4—		710
Net cash provided by operating activities	~~397~~627		~~260~~446
Cash flows from investing activities:
Acquisitions, net of cash acquired	(~~439~~441)		(73113)
Purchase of property, plant, and equipment	(~~314~~509)		(~~333~~486)
Proceeds from sale of assets	610		56
Proceeds from insurance recovery on impaired long-lived assets	3849		—50
Investments in Emergent Cold LatAm Holdings, LLC	(79)		(13)
Proceeds from repayment of notes by related parties	—		15
Other investing activity	~~(2)~~1		15
Net cash used in investing activities	(~~718~~899)		(~~398~~536)
Cash flows from financing activities:
Dividends and other distributions	(~~268~~402)		(~~123~~138)
Redemption of redeemable noncontrolling interests	(28)		(6)
Repurchase of common shares for employee income taxes on stock-based compensation	(1012)		—(46)
Financing fees	(5)		(44)
Redemption of common stock pursuant to Put Option exercise	(28)		—
Financing fees	(5)		(45)
Proceeds from long-term debt, net of discount	495		2,481
Repayments of long-term debt and finance leases	(~~156~~190)		(37,~~341~~087)
Payment of deferred and contingent consideration liabilities	(36)		(1646)
Borrowings on revolving line of credit	12,~~442~~258		23,~~358~~804
Repayments on revolving line of credit	(1,~~238~~854)		(13,~~127~~264)
Settlement of Put Option liability	(50)		—
Issuance of common stock in IPO, net of equity raise costs	—		4,879
Redemption of units issued as stock compensation	—		(2)
Redemption of common stock	—		(25)
Other financing activity	(3)		(13)
Redemption of OPEUs	—		(75)
Net cash provided by financing activities	226		144
Other financing activity	(6)		(2)
Impact of foreign exchange rates on cash, cash equivalents, and restricted cash	2		(1)
Net cash provided by financing activities	172		428
Net increase (decrease) in cash, cash equivalents, and restricted cash	(93)		5
Impact of foreign exchange rates on cash, cash equivalents, and restricted cash	—		3
Net increase (decrease) in cash, cash equivalents, and restricted cash	(100)		341
Cash, cash equivalents, and restricted cash at the beginning of the period	175		71
Cash, cash equivalents, and restricted cash at the end of the period	$	8275	$	76412

LINEAGE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

	Six Months Ended June 30,
	Nine Months Ended September 30,
	2025		2024
	(Unaudited)
Supplemental disclosures of cash flow information:
Cash paid for taxes, net of refunds	$	1519	$	2830
Cash paid for interest, net of capitalized interest	$	~~153~~237	$	~~319~~454
Noncash activities:
Purchases of property, plant, and equipment in Accounts payable and accrued liabilities	$	8375	$	87110
Accrued dividends, distributions, and dividend equivalents	$	~~136~~137	$	1197
Assets acquired through exercise of a purchase option in a finance lease	$	96	$	—
Net deferred and contingent consideration on acquisitions	$	1	$	12
Issuance of Put Option liability	$	—	$	103
Debt assumed on acquisitions	$	—	$	14
Equity raise costs	$	—	$	6
Noncash common stock issuances	$	—	$	1

See accompanying notes to condensed consolidated financial statements.

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

Table of Contents for Notes to Condensed consolidated financial statements

Note		Page
Note 1	Significant accounting policies and practices	11
Note 2	Capital structure and noncontrolling interests	13
Note 3	Revenue	2224
Note 4	Business combinations, ~~and~~ asset acquisitions, and divestitures	2224
Note 5	Property, plant, and equipment	2428
Note 6	Goodwill and other intangible assets, net	2527
Note 7	Prepaid expenses and other current assets	2528
Note 8	Income taxes	2628
Note 9	Debt	2629
Note 10	Derivative instruments and hedging activities	2933
Note 11	Interest expense	3135
Note 12	Fair value measurements	3135
Note 13	Leases	3236
Note 14	Other long-term liabilities	3438
Note 15	Stock-based compensation	3438
Note 16	Related-party balances	3741
Note 17	Commitments and contingencies	3842
Note 18	Accumulated other comprehensive income (loss)	4044
Note 19	Earnings (loss) per share	4145
Note 20	Segment information	4246
Note 21	Subsequent events	44

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

(1)Significant accounting policies and practices

(a)Nature of operations

Lineage, Inc. together with its subsidiaries (individually or collectively as the context requires, the “Company”) is a global temperature-controlled warehouse real estate investment trust (“REIT”) with a modern and strategically located network of temperature-controlled warehouses. The Company offers a broad range of essential warehousing services and integrated solutions for a variety of customers with complex requirements in the food supply chain. The Company's primary business is temperature-controlled warehousing, and the Company owns and operates the majority of its facilities. The Company provides customers with storage space, as well as handling and other warehousing services. The Company may rent to a customer an entire warehouse, a set amount of reserved space in a warehouse for a set term, or non-exclusive space in a warehouse pursuant to a storage agreement. In addition, the Company operates several critical and value-add temperature-controlled business lines within its integrated solutions business, including, among others, transportation and refrigerated rail car leasing. Lineage Logistics Holdings, LLC (“LLH”) is the Company’s principal operating subsidiary. Bay Grove Management Company, LLC (“Bay Grove Management”), an affiliate of Bay Grove Capital, LLC (“Bay Grove Capital”), provides LLH operating support pursuant to a transition services agreement. As of the date of these financial statements, the majority of the outstanding common shares of the Company were held by BG Lineage Holdings, LLC, a Delaware limited liability company. The Company is the general partner of Lineage OP, LP, formerly known as Lineage OP, LLC (“Lineage OP” or the “Operating Partnership”) and owns a controlling financial interest in Lineage OP.

(b)Basis of presentation and principles of consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with the accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These financial statements include all adjustments, which consist of normal, recurring adjustments and transactions or events discretely impacting the interim periods, considered necessary for a fair statement of the financial position, results of operations, and cash flows of the Company. Certain prior period amounts have been reclassified to conform to current period presentation. The accompanying condensed consolidated financial statements include the accounts of Lineage, Inc. consolidated with the accounts of all subsidiaries and affiliates in which the Company holds a controlling financial interest as of the financial statement date. The operating results for the interim periods ended ~~June~~September 30, 2025 and 2024 are not necessarily indicative of results for the full year and should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in its Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”).

The Company consolidates a voting interest entity (“VOE”) in which it has a controlling financial interest and a variable interest entity (“VIE”) if it possesses both the power to direct the activities of the VIE that most significantly affect its economic performance, and (a) is obligated to absorb the losses that could be significant to the VIE or (b) holds the right to receive benefits from the VIE that could be significant to the VIE. As of ~~June~~September 30, 2025 and December 31, 2024, the Company did not have any VIEs.

(c)Use of estimates in preparation of financial statements

The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the financial statement date and the reported amounts of revenues and expenses during the period. The Company bases its estimates on various factors and information which may include, but are not limited to, history and prior experience, expected future results, new related events, and economic conditions, which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from the estimates used in preparing the Company’s condensed consolidated financial statements.

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

(d)Restricted cash

The Company has classified certain cash balances as restricted cash pursuant to workers’ compensation insurance policies and debt agreements. As of ~~June~~September 30, 2025 and December 31, 2024, restricted cash was $1 million and $2 million, respectively, and is presented in Cash, cash equivalents, and restricted cash in the condensed consolidated balance sheets.

(e)Accounts receivable

Accounts receivable are recorded at the invoiced amount and are stated net of estimated allowances for credit losses. The Company’s allowance for credit losses was $11 million and $10 million as of ~~both June~~September 30, 2025 and December 31, 2024, respectively.

(f)Investments in partially owned nonconsolidated entities

The Company accounts for its investments in partially owned entities where the Company does not have a controlling interest but has significant influence using the equity method of accounting, under which the net income of the entity is recognized in income and presented in Equity method investments in the condensed consolidated balance sheets. Allocations of profits and losses are made per the terms of the organizational documents. The Company’s ownership percentages in such entities range from 8.8% to 50.0%.

The Company has committed to invest up to a total of $108 million in its equity method investment Emergent Cold LatAm Holdings, LLC (“LatAm”). The Company has invested a total of $9799 million as of ~~June~~September 30, 2025, of which the Company invested $72 million and $9 million during the ~~six~~three and nine months ended ~~June~~September 30, 2025, ~~and~~respectively, ~~$8 million~~ and $13 million during the ~~three~~nine ~~and six~~ months ended ~~June~~September 30, 2024~~, respectively~~. No amounts were invested during the three months ended ~~June~~September 30, ~~2025~~2024. The Company has an option to purchase the remaining equity interests in LatAm during a period beginning on the third anniversary and expiring on the sixth anniversary of its initial investment date, which was July 2021. As of ~~June~~September 30, 2025, the Company has not exercised this option.

The Company has interests in partially owned entities where the Company does not have a controlling interest or significant influence. These investments do not have readily determinable fair values, and the Company has elected the measurement alternative to measure these investments at cost less impairment, adjusted by observable price changes, with any fair value changes recognized in earnings. Refer to Note 12, Fair value measurements for additional information. As of ~~June~~September 30, 2025 and December 31, 2024, the carrying amount of these investments was $3233 million and $29 million, respectively, and is presented in Other assets in the condensed consolidated balance sheets.

(g)Recently adopted accounting pronouncements

In March 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-01, Compensation — Stock Compensation (Topic 718): Scope Application of Profits Interests and Similar Awards. This ASU clarifies the application of Accounting Standards Codification (“ASC”) 718, Compensation — Stock Compensation, to profits interests and similar instruments by providing illustrative examples of the proper accounting for such awards. The ASU does not contain changes to the application of the previously existing accounting guidance. The Company adopted this ASU on January 1, 2025. The adoption did not have an effect on the Company’s condensed consolidated financial statements because the Company’s historical accounting for profits interests and similar instruments conforms to the clarified guidance.

(h)Recently issued accounting pronouncements not yet adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU amends existing income tax disclosure guidance, primarily requiring more detailed disclosure for income taxes paid and the effective tax rate reconciliation. This ASU is effective for annual periods beginning after December 15, 2024 and interim periods beginning after December 15, 2025. The Company expects the adoption of this ASU will result in additional disclosures but will not impact its consolidated financial statements.

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU enhances disclosures about a public business entity’s expenses and requires more detailed information about the types of expenses that are included in certain expense captions in the consolidated financial statements. Additionally, in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The Company isexpects ~~currently evaluating~~ the ~~impact~~adoption of this ~~guidance~~ASU will ~~have~~result onin additional disclosures but will not impact its consolidated financial statements.

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. This ASU provides updated guidance on identifying the accounting acquirer when a business combination involves a variable interest entity that also meets the definition of a business, and the transaction is affected primarily by exchanging equity interests. The updates in this ASU are effective for all entities for annual reporting periods beginning after December 15, 2026 and interim reporting periods within those annual reporting periods. The Company does not expect this ASU to have a material impact on its consolidated financial statements.

In May 2025, the FASB issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer. This ASU clarifies how to account for share-based payments under ASC 606 and ASC 718. The ASU is effective for all entities for annual reporting periods beginning after December 15, 2026 and interim reporting periods within those annual reporting periods. The Company does not expect this ASU to have a material impact on its consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This ASU provides updated guidance about criteria for capitalizing software costs and extends disclosure requirements in ASC 360-10 to all capitalized software costs. The updates in this ASU are effective for all entities for annual reporting periods beginning after December 15, 2027 and interim reporting periods within those annual reporting periods. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements.

In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract. This ASU provides updated guidance about the scope of derivative accounting under ASC 815, as well as clarifies how share-based noncash considerations from a customer should be accounted for. The updates in this ASU are effective for all entities for annual reporting periods beginning after December 15, 2026 and interim reporting periods within those annual reporting periods. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements.

(2)Capital structure and noncontrolling interests

Lineage, Inc. capital structure

(a)Common Stock

Lineage, Inc. has one class of common stock. Each share of common stock entitles the holder to one vote on matters submitted to a vote of the shareholders. Holders of common stock have the right to receive any dividend declared by the Company.

Lineage, Inc. is authorized to issue up to 500,000,000 common shares with a par value of $0.01 per share. As of ~~June~~September 30, 2025 and December 31, 2024, there were 228,~~717~~286,~~652~~983 and 228,191,656 common shares issued and outstanding, respectively.

~~During~~On ~~the six months ended June~~July 3026, 2024, the Company ~~repurchased~~closed ~~shares of~~ its ~~common~~initial ~~stock~~public asoffering ~~authorized by its Board of Directors~~ (“~~Board~~IPO”). Noof ~~shares were repurchased during the three and six months ended June 30~~56, ~~2025 or during the three months ended June 30~~882,051 ~~2024. Any repurchased~~ shares ~~are~~of ~~constructively~~its ~~retired~~common ~~and~~stock ~~returned~~at toa anprice ~~unissued~~of ~~status~~$78.00 ~~The~~per ~~following~~share, ~~table~~with ~~provides~~a ~~the~~subsequent ~~number~~exercise ofin ~~shares~~full ~~repurchased,~~by ~~average~~the ~~price~~underwriters ~~paid~~of ~~per~~their ~~share,~~option ~~and~~to ~~total~~purchase ~~amount~~from ~~paid for share repurchases for~~ the ~~six~~Company ~~months~~an ~~ended~~additional ~~June 30~~8, ~~2024~~532,307 ~~excluding~~shares ~~repurchases related to the withholding~~ of common stock ~~for~~that ~~employee~~closed ~~taxes~~on ~~related~~July 31, to2024. ~~vested~~The ~~stock-based compensation arrangements described below:~~

Total number of shares repurchased	254,680
Average price paid per share	$	98.37
Total consideration paid for share repurchases (in millions)	$	25

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

net proceeds to the Company from the IPO, after deducting underwriting discounts and commissions and offering expenses paid or payable by the Company, were $4,873 million.

During the three and nine months ended September 30, 2024, the Company repurchased shares of its common stock as authorized by its Board of Directors (“Board”). No shares were repurchased during the three and nine months ended September 30, 2025, excluding repurchases related to the withholding of common stock for employee taxes related to vested stock-based compensation arrangements and repurchases related to the settlement of a Put Option. Any repurchased shares are constructively retired and returned to an unissued status. The following table provides the number of shares repurchased, average price paid per share, and total amount paid for share repurchases for the three and nine months ended September 30, 2024, excluding repurchases related to the withholding of common stock for employee taxes related to vested stock-based compensation arrangements described below:


	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2024		2024
Total number of shares repurchased	148		254,828
Average price paid per share	$	85.54	$	98.36
Total consideration paid for share repurchases (in millions)	$	—	$	25

Operating Partnership capital structure

The Operating Partnership’s capital structure as of ~~June~~September 30, 2025 and December 31, 2024 was as follows:

	June 30, 2025	December 31, 2024
	September 30, 2025	December 31, 2024
Partnership common units owned by Lineage, Inc.	228,~~717~~286,~~652~~983	228,191,656
Partnership common units owned by Non-Company LPs	~~789~~698,~~649~~915	984,089
Legacy Class A OP Units and Legacy Class B OP Units owned by Non-Company LPs	21,029,599	20,929,599
Redeemable Legacy Class A OP Units owned by Non-Company LPs	—	319,006
LTIP Units held by Non-Company LPs	3,611,143	2,995,153
Total	~~254~~253,~~148~~626,~~043~~640	253,419,503

Noncontrolling interest in the Operating Partnership relates to the interest in the Operating Partnership owned by investors other than Lineage, Inc. The Company accounts for the partnership common units, Legacy Class A OP Units, and Legacy Class B OP Units (the Legacy Class A OP Units and Legacy Class B OP Units, together the “Legacy OP Units”), and LTIP Units held by investors in Lineage OP other than Lineage, Inc. (“Non-Company LPs”) and BG Cold, an affiliate of Bay Grove Management, based on their relative ownership percentage of the Operating Partnership. Each time the ownership percentage of the Operating Partnership held by Non-Company LPs and BG Cold changes, the Company records an adjustment to Noncontrolling interests with a corresponding adjustment in Additional paid-in capital - common stock to appropriately reflect the new ownership percentage and to reflect the Non-Company LPs’ and BG Cold’s share of all capital contributed to the Operating Partnership. All activity related to these interests held by Non-Company LPs is included within Noncontrolling interests in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity.

(b)Noncontrolling Interest in Operating Partnership - Partnership common units

Partnership common units include all Operating Partnership capital interests not designated as another class of units in the Operating Partnership’s Agreement of Limited Partnership (the “Operating Partnership Agreement”). Lineage, Inc. holds all partnership common units with the exception of those held by Non-Company LPs. Partnership common units held by Non-Company LPs represent a noncontrolling interest in the Operating Partnership and are included in Noncontrolling interests in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity. 194,440 partnership common units held by Non-Company LPs were exchanged for an equivalent number of shares of Lineage, Inc. common stock during the three and six months ended June 30, 2025.

(c)Noncontrolling Interest in Operating Partnership - Legacy Class A OP Units, Legacy Class B OP Units, Class A, Class B, and Class C units

Prior to the Company’s initial public offering (“IPO”), which closed on July 26, 2024, Non-Company LPs held certain Class A and Class B units in the Operating Partnership. These units were reclassified into Legacy OP Units as part of certain changes the Company effectuated in its capital structure in connection with the IPO (the “Formation Transactions”). Class A and Class B units were both voting capital interests in the Operating Partnership and were similar to each other in all material respects, except that Class A units held by Non-Company LPs bore a Founders Equity Share (as described below) payable to Class C unit holders, whereas Class B units did not. BG Cold held all outstanding Class C units of the Operating Partnership. Class C units provided BG Cold the right to receive a percentage distribution (“Founders Equity Share”) upon certain distributions made to Non-Company LPs who held Class A units of the Operating Partnership. Class C units also received a distribution upon certain repurchases and redemptions of Class A units of the Operating Partnership held by Non-Company LPs. On a quarterly basis, BG Cold also received an advance distribution (“Advance Distribution”) against its future Founders Equity Share based on a formulaic amount of all capital contributed to the Operating Partnership after August 3, 2020. This Advance Distribution was an advance on the

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

~~Class~~Operating CPartnership ~~Founders~~and ~~Equity~~are ~~Share~~included toin beNoncontrolling ~~paid~~interests ~~upon~~in the ~~sale,~~condensed ~~redemption,~~consolidated ~~liquidation~~balance ~~of,~~sheets orand ~~other~~condensed ~~distributions~~consolidated ~~to,~~statements ~~Class~~of Aredeemable ~~units~~noncontrolling interests and ~~would~~equity. ~~offset~~During ~~subsequent~~the ~~Class~~three Cand ~~unit~~nine ~~Founders~~months ~~Equity~~ended ~~Share~~September 30, ~~distributions~~2025, ~~paid~~90,734 inand ~~conjunction~~285,174 ~~with~~partnership acommon ~~hypothetical~~units ~~sale~~held by Non-Company LPs, ~~redemption~~respectively, ~~liquidation~~were exchanged for an equivalent number of shares of Lineage, orInc. ~~other~~common ~~distribution~~stock.

BG(c)Noncontrolling ~~Cold~~Interest ~~received a total of $12 million and $23 million~~ in ~~Advance~~Operating ~~Distributions~~Partnership ~~during~~- ~~the~~Legacy ~~three~~Class ~~and~~A ~~six~~OP ~~months ended June 30~~Units, ~~2024,~~Legacy ~~respectively.~~Class ~~Advance~~B ~~Distributions~~OP ~~were~~Units, ~~only~~Class ~~payable~~A, ~~for~~Class ~~the~~B, ~~period~~and ~~through~~Class ~~the~~C ~~date of the IPO.~~units

Prior to the Company’s IPO, Non-Company LPs held certain Class A and Class B units in the Operating Partnership. These units were reclassified into Legacy OP Units ~~are~~as ~~generally~~part ~~not~~of ~~redeemable~~certain ~~for~~changes ~~cash~~the orCompany effectuated in its capital structure in connection with the IPO (the “Formation Transactions”). Class A and Class B units were both voting capital interests in the Operating Partnership and were similar to each other ~~consideration~~in ~~but~~all ~~can~~material berespects, ~~reclassified~~except ~~into~~that anClass ~~equal~~A ~~number~~units held by Non-Company LPs bore a Founders Equity Share (as described below) payable to Class C unit holders, whereas Class B units did not. BG Cold held all outstanding Class C units of ~~partnership~~the ~~common~~Operating Partnership. Class C units atprovided ~~any~~BG ~~time~~Cold atthe right to receive a percentage distribution (“Founders Equity Share”) upon certain distributions made to Non-Company LPs who held Class A units of the ~~discretion~~Operating Partnership. Class C units also received a distribution upon certain repurchases and redemptions of BGClass ~~Lineage~~A ~~Holdings~~units ~~LHR,~~of ~~LLC~~the Operating Partnership held by Non-Company LPs. On a quarterly basis, ~~which~~BG ~~serves~~Cold asalso ~~the~~received ~~representative~~an advance distribution (“Advance Distribution”) against its future Founders Equity Share based on a formulaic amount of all ~~Legacy~~capital OPcontributed ~~Units~~to the Operating Partnership after August 3, 2020. NoThis ~~Legacy~~Advance OPDistribution ~~Units~~was ~~were~~an ~~reclassified~~advance ~~into~~on ~~partnership~~the ~~common~~Class ~~units~~C ~~during~~Founders Equity Share to be paid upon the ~~six~~sale, ~~months~~redemption, ~~ended~~liquidation ~~June 30~~of, ~~2025~~or other distributions to, Class A units and would offset subsequent Class C unit Founders Equity Share distributions paid in conjunction with a hypothetical sale, redemption, liquidation, or other distribution.

BG Cold received a total of $3 million and $26 million in Advance Distributions during the three and nine months ended September 30, 2024, respectively. Advance Distributions were only payable for the period through the date of the IPO.

Legacy OP Units are generally not redeemable for cash or other consideration but can be reclassified into an equal number of partnership common units at any time at the discretion of BG Lineage Holdings LHR, LLC, which serves as the representative of all Legacy OP Units. No Legacy OP Units were reclassified into partnership common units during the nine months ended September 30, 2025. During the three and nine months ended September 30, 2024, 984,103 Legacy OP Units were reclassified into partnership common units.

(d)Noncontrolling Interest in Operating Partnership - LTIP Units

The Company grants interests in the Operating Partnership to certain members of management in the form of LTIP Units. LTIP Units are a form of voting interest in the Operating Partnership which may be subject to vesting requirements. Both vested and unvested LTIP Units are accounted for as Noncontrolling interests in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity.

Vested LTIP Units may be convertible into partnership common units. LTIP Units are only eligible to be converted into partnership common units if the capital account balance of the LTIP unitholder with respect to such LTIP Units is at least equal to Lineage, Inc.’s capital account balance with respect to an equal number of partnership common units, subject to certain adjustments (“capital account equivalence”). Once the LTIP Units have reached capital account equivalence and become vested, they may be converted into partnership common units on a one-for-one basis. Partnership common units obtained after conversion from the LTIP Units are redeemable in exchange for, at the Company’s option, cash per unit equal to the market price per share of the Company’s common stock at the time of redemption or for shares of the Company’s common stock on a one-for-one basis, in each case subject to certain adjustments. Partnership common units obtained after conversion from LTIP Units may not be redeemed until the 18 month anniversary of the date that the LTIP Units were originally granted (or such longer period as may be provided in the applicable LTIP Unit award agreement).

(e)Redeemable Noncontrolling Interests - Operating Partnership Units

Certain Operating Partnership units held by Non-Company LPs are redeemable at the greater of a fixed redemption amount or fair value if certain liquidation events do not occur. Each reporting period, the Company accretes the changes in the redemption value of the redeemable noncontrolling interest over the period of issuance to the earliest redemption date and records an adjustment if the accreted redemption value is greater than the ASC 810 carrying value. The Company’s adjustments are recorded to Additional paid-in capital - common stock in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity because the Company is in an accumulated deficit position. These adjustments to equity are not a component of net income (loss), however, they are accounted for in the Company’s calculations of earnings (loss) per share (“EPS”) as disclosed in Note 19, Earnings (loss) per share.

In connection with the acquisition of MTC Logistics Holdings, LLC and certain real property (together with its subsidiaries, “MTC Logistics”) in 2022, the Company issued 319,006 Class A Units of the Operating Partnership with special redemption rights to the sellers of MTC Logistics. In connection with the IPO, the units were reclassified into Legacy Class A-4 OP units with similar redemption rights. These redemption rights, which had to be exercised between March 1, 2025 and April 15, 2025, allowed such holders of Legacy Class A-4 OP units to (1) redeem any or all of the Legacy Class A-4 OP units at a guaranteed floor or (2) receive a one-time top-up paid in cash or through the issuance of new Legacy Class A-4 OP units (or any combination of cash and units) in the amount by which the guaranteed minimum value exceeds the fair market value of the Legacy Class A-4 OP units (after adjusting for prior distributions on the Legacy Class A-4 OP units).

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

~~The~~(e)Redeemable ~~holder~~Noncontrolling ofInterests these units notified the Company of its intent to exercise its redemption rights for 219,006 units in exchange for total cash proceeds of $23 million and waive its redemption rights for the remaining 100,000 units, with a one-~~time~~ top-up of $5 million paid in cash in relation to these remaining units. The holder’s election became irrevocable on April 15, 2025. As such, during the three months ended June 30, 2025, the Company repurchased 219,006 units of redeemable noncontrolling interest, paying $28 million to the holder, and reclassified the remaining 100,000 units to noncontrolling interests in the Operating Partnership. Units

InCertain ~~connection~~Operating ~~with~~Partnership ~~the~~units ~~acquisition~~held ofby ~~Cherry~~Non-Company ~~Hill~~LPs ~~Joliet,~~were ~~LLC,~~redeemable ~~279~~at ~~Marquette~~the ~~Drive,~~greater ~~LLC,~~of ~~Joliet~~a ~~Cold~~fixed ~~Storage,~~redemption ~~LLC,~~amount ~~and~~or ~~Bolingbrook~~fair ~~Cold~~value ~~Storage,~~if ~~LLC~~certain ~~(collectively,~~liquidation ~~“JCS”)~~events indid ~~2021,~~not ~~the~~occur. ~~Company~~As ~~issued~~of ~~941~~September 30,~~176~~ ~~Class~~2025, Aall such units ofhave ~~the~~been ~~Operating~~redeemed. ~~Partnership~~During ~~with~~each ~~special~~reporting ~~redemption~~period ~~rights~~that to the ~~sellers~~units ofwere ~~JCS. On February 1~~outstanding, ~~2024,~~the ~~one~~Company ofaccreted the ~~holders~~changes ofin ~~these~~the ~~units elected to exercise their~~ redemption ~~rights~~value ~~for~~of ~~61,593~~the ~~units~~redeemable innoncontrolling ~~exchange~~interest ~~for~~over ~~total~~the ~~proceeds~~period of ~~$6 million.~~issuance Asto athe ~~result~~earliest ofredemption ~~the~~date ~~partial~~and ~~redemption,~~recorded BGan ~~Cold~~adjustment ~~received~~if athe ~~distribution~~accreted ofredemption $1value ~~million~~was ingreater ~~respect~~than ofthe ~~Founders~~ASC ~~Equity~~810 ~~Share~~carrying value. The ~~holders~~Company’s ~~waived~~adjustments ~~their~~were ~~redemption~~recorded ~~rights~~to ~~for~~Additional ~~their~~paid-in ~~remaining~~capital ~~879,583~~- ~~units,~~common ~~and~~stock in the ~~units~~condensed ~~remained~~consolidated ~~outstanding,~~balance ~~which~~sheets ~~resulted~~and incondensed aconsolidated ~~reclassification~~statements of ~~the~~ redeemable noncontrolling ~~interest~~interests toand ~~noncontrolling~~equity ~~interest~~because in the ~~Operating~~Company ~~Partnership.~~was ~~The~~in ~~difference~~an ~~between~~accumulated ~~the~~deficit ~~carrying~~position. ~~value~~These ofadjustments ~~the~~to ~~redeemable~~equity ~~noncontrolling~~are ~~interest~~not ~~and~~a ~~the~~component ~~ASC~~of ~~810~~net ~~carrying~~income ~~value~~(loss), ~~for~~however, ~~the~~they ~~remaining~~are ~~noncontrolling~~accounted ~~interest~~for ~~was recognized~~ in ~~Additional paid-in capital - common stock in~~ the ~~condensed~~Company’s ~~consolidated~~calculations ~~statements~~ of ~~redeemable~~earnings ~~noncontrolling~~(loss) ~~interests~~per ~~and~~share ~~equity~~(“EPS”) ~~for~~as ~~the~~disclosed ~~six~~in ~~months~~Note ~~ended June 30~~19, ~~2024~~Earnings (loss) per share.

The holder of these units notified the Company of its intent to exercise its redemption rights for 219,006 units in exchange for total cash proceeds of $23 million and waive its redemption rights for the remaining 100,000 units, with a one-time top-up of $5 million paid in cash in relation to these remaining units. The holder’s election became irrevocable on April 15, 2025, upon which the Company repurchased 219,006 units of redeemable noncontrolling interest, paying $28 million to the holder, and reclassified the remaining 100,000 units to noncontrolling interests in the Operating Partnership.

In connection with the acquisition of Cherry Hill Joliet, LLC, 279 Marquette Drive, LLC, Joliet Cold Storage, LLC, and Bolingbrook Cold Storage, LLC (collectively, “JCS”) in 2021, the Company issued 941,176 Class A units of the Operating Partnership with special redemption rights to the sellers of JCS. On February 1, 2024, one of the holders of these units elected to exercise their redemption rights for 61,593 units in exchange for total proceeds of $6 million. As a result of the partial redemption, BG Cold received a distribution of $1 million in respect of Founders Equity Share. The holders waived their redemption rights for their remaining 879,583 units, and the units remained outstanding, which resulted in a reclassification of the redeemable noncontrolling interest to noncontrolling interest in the Operating Partnership. The difference between the carrying value of the redeemable noncontrolling interest and the ASC 810 carrying value for the remaining noncontrolling interest was recognized in Additional paid-in capital - common stock in the condensed consolidated statements of redeemable noncontrolling interests and equity for the nine months ended September 30, 2024.

LLH Capital Structure

The Operating Partnership owns substantially all outstanding equity interests of LLH except for those held by BG Maverick. Prior to the IPO and Formation Transactions, LLH MGMT Profits, LLC (“LLH MGMT”) and LLH MGMT Profits II, LLC (“LLH MGMT II”) also held equity interests in LLH. The equity interests held by BG Maverick, LLH MGMT, and LLH MGMT II are accounted for as Noncontrolling interests in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity.

(f)OPEUs and Class D Interests in LLH

~~Operating~~Prior ~~Partnership~~to ~~Equivalent~~the ~~Units~~IPO ~~(“OPEUs”)~~and ~~are~~Formation aTransactions, ~~voting~~BG ~~capital~~Maverick ~~interest~~held ~~in LLH which are similar in~~ all ~~material~~outstanding ~~respects~~Class toD ~~the common~~ units ofin LLH ~~held by the Operating Partnership~~. AtClass ~~any~~D ~~time beginning after July 24, 2026, any holder of OPEUs may require that the Operating Partnership exchange the OPEUs for partnership common~~ units onin aLLH ~~one~~were non-~~for-one~~voting ~~basis.~~profits ~~OPEUs are recorded as Noncontrolling~~ interests. inIn ~~the~~respect ~~condensed consolidated balance sheets and condensed consolidated statements~~ of ~~redeemable~~these ~~noncontrolling~~ interests, ~~and~~BG ~~equity~~Maverick ~~based~~was onentitled ~~their~~to ~~relative~~receive ~~ownership in LLH.~~

As of June 30, 2025, there were 1,461,148 OPEUs outstanding, which represents 0.6% ownership in LLH.

Other Noncontrolling interests

Certain subsidiaries of LLH have also issued equity interests to third parties. All of these equity interests are accounted for as Noncontrolling interests in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity.

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

a formulaic annual amount of income and profits that was payable only in a liquidity event. As a result of the IPO and Formation Transactions, the Class D units in LLH held by BG Maverick became payable. The Company recognized an expense of $185 million associated with the Class D interests in LLH during the three months ended September 30, 2024. In addition, the previous operating services agreement between LLH and Bay Grove was terminated, and Bay Grove’s right to receive distributions in respect of Class D units in LLH was suspended in exchange for a one-time increase of $200 million (the “Internalization”). These amounts are included within Acquisition, transaction, and other expense in the condensed consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2024.

Operating Partnership Equivalent Units (“OPEUs”) are a voting capital interest in LLH which are similar in all material respects to the common units of LLH held by the Operating Partnership. At any time beginning after July 24, 2026, any holder of OPEUs may require that the Operating Partnership exchange the OPEUs for partnership common units on a one-for-one basis. OPEUs are recorded as Noncontrolling interests in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity based on their relative ownership in LLH.

In connection with the Formation Transactions, LLH repurchased 986,842 OPEUs from BG Maverick in exchange for cash proceeds of $75 million. The excess of this redemption payment over the carrying value of the OPEUs was recognized in Additional paid-in capital in the condensed consolidated statements of redeemable noncontrolling interests and equity for the three months ended September 30, 2024.

As of September 30, 2025, there were 1,461,148 OPEUs outstanding, which represents 0.6% ownership in LLH.

Other Noncontrolling interests

(g)Noncontrolling Interests in Other Consolidated Subsidiaries

Noncontrolling interests in Other Consolidated Subsidiaries include entities other than the Operating Partnership in which the Company has a controlling interest but which are not wholly owned by the Company. Third parties own the following interests in the below Other Consolidated Subsidiaries:

	June 30, 2025		December 31, 2024
	September 30, 2025		December 31, 2024
Cool Port Oakland Holdings, LLC	13.3	%	13.3	%
Lineage Jiuheng Logistics (HK) Group Company Ltd.	40.0	%	40.0	%
Kloosterboer BLG Coldstore GmbH	49.0	%	49.0	%
Turvo India Pvt. Ltd.	1.0	%	1.0	%

In addition to the third-party interests detailed above, Noncontrolling interests in Other Consolidated Subsidiaries also include Series A Preferred shares issued by each of the Company’s REIT subsidiaries to third-party investors. The Company’s REIT subsidiaries had an aggregate amount of 373 Series A Preferred shares held by third parties outstanding as of both ~~June~~September 30, 2025 and December 31, 2024.

(h)Convertible Redeemable Noncontrolling Interests - Kloosterboer Preference Shares

In 2021, the Company issued non-voting preferred equity instruments (“Preference Shares”) to the seller (the “Co-Investor”) in connection with the Company’s acquisition of Kloosterboer Group B.V. and its subsidiaries (“Kloosterboer”). As of both ~~June~~September 30, 2025 and December 31, 2024, there were 2,214,553 Preference Shares outstanding. Upon completion of the IPO, the Preference Shares were reclassified in the condensed consolidated balance sheets from Redeemable noncontrolling interests to Other long-term liabilities based on the fair value of the liability at the time of reclassification. See Note 14, Other long-term liabilities for their carrying value. During the three and six months ended June 30, 2024, the Company recorded net redeemable noncontrolling interest adjustments, representing the effect of foreign currency on the carrying amount and accrued dividends payable.

(i)Redeemable Noncontrolling Interests - Operating Subsidiaries

The noncontrolling shareholders’ interests in SK Logistics are presented within Redeemable noncontrolling interests in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity. The Company accretes the changes in the redemption value of the redeemable noncontrolling interests over the period of issuance to the earliest redemption date and, if necessary, records an adjustment to the redeemable noncontrolling interests. The Company’s adjustments are recorded to Additional paid-in capital - common stock in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity. In accordance with ASC 810, the value is adjusted to reflect the lower of the redemption value or the ASC 810 value, which represents the floor. During six months ended June 30, 2025, previously recorded accretion of $4 million was reversed to reflect a decline in redemption value to its ASC 810 value.

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

~~Below~~consolidated isbalance asheets ~~summary~~from Redeemable noncontrolling interests to Other long-term liabilities based on the fair value of ~~all~~the ~~activity~~liability at the time of reclassification. See Note 14, Other long-term liabilities for their carrying value. During the three and nine months ended September 30, 2024, the Company’s recorded net redeemable noncontrolling ~~interests~~interest adjustments, ~~which~~representing ~~are~~the ~~discussed~~effect inof ~~further~~foreign ~~detail~~currency ~~above~~on the carrying amount and accrued dividends payable.

(in millions)	Redeemable Noncontrolling Interests - Operating Partnership Units		Convertible Redeemable Noncontrolling Interests - Preference Shares		Redeemable Noncontrolling Interest - Operating Subsidiaries		Total Redeemable Noncontrolling Interests
Balance as of December 31, 2023	$	120	$	221	$	8	$	349
Distributions	(1)		—		—		(1)
Redemption of redeemable noncontrolling interests	(6)		—		—		(6)
Expiration of redemption option	(92)		—		—		(92)
Redeemable noncontrolling interest redemption value adjustment	6		—		—		6
Balance as of March 31, 2024	27		221		8		256
Redeemable noncontrolling interest redemption value adjustment	—		4		—		4
Accretion of redeemable noncontrolling interests	1		—		1		2
Balance as of June 30, 2024	$	28	$	225	$	9	$	262

(i)Redeemable Noncontrolling Interests - Operating Subsidiaries

(in millions)	Redeemable Noncontrolling Interests - Operating Partnership Units		Convertible Redeemable Noncontrolling Interests - Preference Shares		Redeemable Noncontrolling Interest - Operating Subsidiaries		Total Redeemable Noncontrolling Interests
Balance as of December 31, 2024	$	32	$	—	$	11	$	43
Redeemable noncontrolling interest redemption value adjustment	2		—		(4)		(2)
Balance as of March 31, 2025	34		—		7		41
Redemption of redeemable noncontrolling interests	(28)		—		—		(28)
Expiration of redemption option	(6)		—		—		(6)
Balance as of June 30, 2025	$	—	$	—	$	7	$	7

In August 2023, the Company acquired a 75.0% ownership in Ha Noi Steel Pipe Joint Stock Company (“SK Logistics”). On each of September 30, 2025 and September 30, 2026, the noncontrolling shareholders have the right to sell the remaining 25.0% of SK Logistics to the Company at a formulaic price based on certain financial metrics of SK Logistics in the preceding calendar year. This right expires, if not exercised, on September 30, 2026. The noncontrolling shareholders did not exercise this right on September 30, 2025. On August 1, 2025, the Company provided a letter of intent to purchase substantially all of the noncontrolling shareholders’ shares in SK Logistics.

The noncontrolling shareholders’ interests in SK Logistics are presented within Redeemable noncontrolling interests in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity. The Company accretes the changes in the redemption value of the redeemable noncontrolling interests over the period of issuance to the earliest redemption date and, if necessary, records an adjustment to the redeemable noncontrolling interests. The Company’s adjustments are recorded to Additional paid-in capital - common stock in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity. In accordance with ASC 810, the value is adjusted to reflect the lower of the redemption value or the ASC 810 value, which represents the floor. During nine months ended September 30, 2025, previously recorded accretion of $4 million was reversed to reflect a decline in redemption value to its ASC 810 value.

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

Below is a summary of all activity for the Company’s redeemable noncontrolling interests, which are discussed in further detail above.

(in millions)	Redeemable Noncontrolling Interests - Operating Partnership Units		Convertible Redeemable Noncontrolling Interests in- ~~Other~~Preference ~~Consolidated Subsidiaries~~Shares		~~Management~~Redeemable ~~Profits~~Noncontrolling ~~Interests~~Interest ~~Class~~- COperating ~~Units~~Subsidiaries		Total Redeemable Noncontrolling Interests
Balance as of December 31, 2023	$	~~598~~120	$	15221	$	98	$	~~622~~349
Distributions	(111)		~~(1)~~—		—		(121)
Stock-based compensation	—		—		2		2
Redemption of redeemable noncontrolling interests	(6)		—		—		(6)
Other comprehensive income (loss)	(8)		—		—		(8)
Expiration of redemption option	(92)		—		—		(92)
Expiration of redemption option	27		—		—		27
Redeemable noncontrolling interest redemption value adjustment	6		—		—		6
Net income (loss)	(5)		1		(4)		(8)
Balance as of March 31, 2024	27		221		8		256
Reallocation of noncontrolling interests	7		—		—		7
Redeemable noncontrolling interest redemption value adjustment	—		4		—		4
Balance as of March 31, 2024	608		15		7		630
Accretion of redeemable noncontrolling interests	1		—		1		2
Distributions	(12)		—		—		(12)
Balance as of June 30, 2024	28		225		9		262
Stock-based compensation	—		—		2		2
Reclassification of the Preference Shares	—		(229)		—		(229)
Other comprehensive income (loss)	(3)		—		—		(3)
Redeemable noncontrolling interest redemption value adjustment	—		4		—		4
Net income (loss)	(8)		—		(4)		(12)
Accretion of redeemable noncontrolling interests	2		—		1		3
Reallocation of noncontrolling interests	9		—		—		9
Net income (loss)	(1)		—		—		(1)
Balance as of June 30, 2024	$	594	$	15	$	5	$	614
Balance as of September 30, 2024	$	29	$	—	$	10	$	39

(in millions)	Redeemable Noncontrolling Interests - Operating Partnership Units		Convertible Redeemable Noncontrolling Interests in- ~~Other~~Preference ~~Consolidated Subsidiaries~~Shares		Redeemable Noncontrolling Interest - Operating Subsidiaries		~~Noncontrolling~~Total ~~Interest~~Redeemable inNoncontrolling ~~Other Consolidated Subsidiaries - OPEU~~Interests		~~Total Noncontrolling Interests~~
Balance as of December 31, 2024	$	~~944~~32	$	14—	$	11	$	5543	$	~~1,013~~
Distributions	(13)		—				(1)		(14)
Redeemable noncontrolling interest redemption value adjustment	2		—		(4)		(2)
Stock-based compensation	21		—				—		21
Balance as of March 31, 2025	34		—		7		41
Other comprehensive income (loss)	5		—				—		5
Redemption of redeemable noncontrolling interests	(28)		—		—		(28)
Reallocation of noncontrolling interests	(6)		—				—		(6)
Expiration of redemption option	(6)		—		—		(6)
Balance as of March 31, 2025	951		14				54		1,019
Balance as of June 30, 2025	—		—		7		7
Distributions	(12)		—				(1)		(13)
Balance as of September 30, 2025	$	—	$	—	$	7	$	7
Stock-based compensation	7		—				—		7
Other comprehensive income (loss)	17		—				1		18
Expiration of redemption option	6		—				—		6
Net income (loss)	(1)		—				—		(1)
Reallocation of noncontrolling interests	(7)		—				—		(7)
OP Units reclassification	(7)		—				—		(7)
Balance as of June 30, 2025	$	954	$	14			$	54	$	1,022

In the tables above, for the period after the IPO and Formation Transactions, Operating Partnership Units include Partnership common units held by Non-Company LPs, Legacy OP Units held by Non-Company LPs, and LTIP Units held by Non-Company LPs. For the period before the IPO and Formation Transactions, Operating Partnership Units include Class A, Class B, and Class C units of the Operating Partnership held by Non-Company LPs.

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

Below is a summary of all activity for the Company’s noncontrolling interests, which are discussed in further detail above.


(in millions)	Operating Partnership Units		Noncontrolling Interests in Other Consolidated Subsidiaries		Management Profits Interests Class C Units		Noncontrolling Interest in Other Consolidated Subsidiaries - OPEU		Total Noncontrolling Interests
Balance as of December 31, 2023	$	598	$	15	$	9	$	—	$	622


Distributions	(11)		(1)		—		—		(12)

Stock-based compensation	—		—		2		—		2
Other comprehensive income (loss)	(8)		—		—		—		(8)




Expiration of redemption option	27		—		—		—		27


Net income (loss)	(5)		1		(4)		—		(8)
Reallocation of noncontrolling interests	7		—		—		—		7
Balance as of March 31, 2024	608		15		7		—		630


Distributions	(12)		—		—		—		(12)

Stock-based compensation	—		—		2		—		2
Other comprehensive income (loss)	(3)		—		—		—		(3)







Net income (loss)	(8)		—		(4)		—		(12)
Reallocation of noncontrolling interests	9		—		—		—		9
Balance as of June 30, 2024	594		15		5		—		614


Distributions ($0.38 per OP Unit and OPEU)	(12)		—		—		(1)		(13)

Stock-based compensation	13		—		—		—		13
Other comprehensive income (loss)	8		—		—		—		8

Conversion of Management Profits Interests Class C units	66		—		(5)		—		61
Redemption of OPEUs	—		—		—		(29)		(29)
Reimbursement of Advance Distributions	198		—		—		—		198
Issuance of OPEUs and settlement of Class D Units	—		—		—		73		73





Net income (loss)	(54)		—		—		(3)		(57)
Reallocation of noncontrolling interests	172		—		—		17		189
Balance as of September 30, 2024	$	985	$	15	$	—	$	57	$	1,057

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited


(in millions)	Operating Partnership Units		Noncontrolling Interests in Other Consolidated Subsidiaries		Noncontrolling Interest in Other Consolidated Subsidiaries - OPEU		Total Noncontrolling Interests
Balance as of December 31, 2024	$	944	$	14	$	55	$	1,013


Distributions ($0.53 per OP Unit and OPEU)	(13)		—		(1)		(14)

Stock-based compensation	21		—		—		21
Other comprehensive income (loss)	5		—		—		5








Reallocation of noncontrolling interests	(6)		—		—		(6)
Balance as of March 31, 2025	951		14		54		1,019


Distributions ($0.53 per OP Unit and OPEU)	(12)		—		(1)		(13)

Stock-based compensation	7		—		—		7
Other comprehensive income (loss)	17		—		1		18




Expiration of redemption option	6		—		—		6


Net income (loss)	(1)		—		—		(1)
Reallocation of noncontrolling interests	(7)		—		—		(7)
OP Units reclassification	(7)		—		—		(7)
Balance as of June 30, 2025	954		14		54		1,022


Distributions ($0.53 per OP Unit and OPEU)	(14)		—		(1)		(15)

Stock-based compensation	17		—		—		17
Other comprehensive income (loss)	(4)		—		—		(4)











Net income (loss)	(11)		—		(1)		(12)
Reallocation of noncontrolling interests	(10)		—		—		(10)
OP Units reclassification	(3)		—		—		(3)
Balance as of September 30, 2025	$	929	$	14	$	52	$	995

Dividends and Distributions

The following table summarizes dividends declared to common stockholders during the current period and dividends accrued as of December 31, 2024.

Quarter Ended	Record Date	Payment Date	Dividend per Common Share		Dividend Payment (in millions)
December 31, 2024	December 31, 2024	January 21, 2025	$	0.5275	$	120
March 31, 2025	March 31, 2025	April 21, 2025	$	0.5275	$	120
June 30, 2025	June 30, 2025	July 21, 2025	$	0.5275	$	121
September 30, 2025	September 30, 2025	October 21, 2025	$	0.5275	$	120

Concurrently with the declaration of the dividend on common stock, Lineage, Inc., as general partner of the Operating Partnership, authorized the Operating Partnership to make distributions to the holders of partnership common units, Legacy OP Units, and LTIP Units. The Operating Partnership also makes tax payments on behalf of its partners, which constitute additional insignificant distributions. The Operating Partnership, as managing member of LLH, authorized LLH to make distributions to the ~~holders~~Operating ofPartnership ~~common~~and ~~units~~to inthe ~~LLH~~holders ~~and~~of OPEUs. Additionally, restricted stock units (“RSUs”) accrue dividend equivalents as the Company declares dividends on its common stock, and upon the vesting of the RSUs, the plan participant receives the dividend payment.

In the condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024, all unpaid dividend and distribution amounts which will be paid within one year are included in Accrued dividends and distributions, and all unpaid dividend and distribution amounts which will be paid in more than one year are included within Other long-term liabilities. The only amounts which will be payable in more than one year are those payable with respect to dividend equivalents for RSUs which vest in more than one year.21

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

In the condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024, all unpaid dividend and distribution amounts which will be paid within one year are included in Accrued dividends and distributions, and all unpaid dividend and distribution amounts which will be paid in more than one year are included within Other long-term liabilities. The only amounts which will be payable in more than one year are those payable with respect to dividend equivalents for RSUs which vest in more than one year.

Put Options

In connection with the Formation Transactions, the Company executed a put option agreement, which provides special redemption rights and top-up rights, each as defined below, that mirror the rights of certain classes of BGLH equity interests (the “Put Options”). Pursuant to the Put Options, BGLH has the right to either:

–Distribute, in various installments from September 2024 through December 2025 (the “Put Option Exercise Window”) up to 2,036,738 shares of the Company’s common stock held by BGLH to certain holders of BGLH equity interests, and these holders then have the individual right to cause the Company to purchase any or all of these shares for an amount equal to a contractual guaranteed minimum price or, in some cases, if greater, the then-current fair market value of the shares of the Company’s common stock as of a specified date.

–In some cases, demand a top-up through a cash payment or through the issuance of additional shares of the Company’s common stock in exchange for no proceeds, or any combination thereof, in an amount equal to the amount by which the contractual guaranteed minimum price exceeds the then current fair market value of shares of the Company’s common stock at specified times during the Put Option Exercise Window.

The contractual guaranteed minimum price will be reduced by any distributions received by the holders of the BGLH equity interests, which are paid by BGLH using funds received by BGLH from payments of dividends by the Company. The Company has assessed the Put Options as freestanding financial instruments which are classified as liabilities under ASC 480, because the Put Options represent written put options on the Company’s common stock which may be net cash settled or net share settled. Upon the execution of the put option agreement, the Company recorded liabilities for the Put Options based on fair value, with an offsetting charge to Retained earnings (accumulated deficit) in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity during the year ended December 31, 2024. The associated liabilities are recorded in Accounts payable and accrued liabilities in the condensed consolidated balance sheets.

20A summary of the outstanding Put Options, by Put Option Exercise Window, as of September 30, 2025 is as follows:


(in millions, except number of shares)	Shares subject to Put Option	Intrinsic Value		Maximum Redemption Value
September 1, 2025 to September 8, 2025	1,058,328	$	80	$	124
October 3, 2025 to October 10, 2025	111,713	13		18
Total	1,170,041	$	93	$	142

In the table above, intrinsic value represents the amount that would be paid as of September 30, 2025 to settle the Put Option. Intrinsic value represents the excess of the contractual guaranteed minimum price over the fair market value of the Company’s common shares, each as defined in the put option agreement. The maximum redemption value represents the maximum amount that the Company could be required to pay to redeem the associated shares, assuming the Company’s common shares had a fair value of zero.

The Company calculates the fair value of the Put Options utilizing a Monte Carlo simulation to estimate the ultimate Company obligation during the Put Option Exercise Window. For each simulated path, the market price of the shares of the Company’s common stock relative to the contractual guaranteed minimum price is estimated during the Put Option Exercise Window, which determines the Company’s obligation under each Put Option. The fair value of the Put Options is the average discounted obligation across all simulation paths. The Company remeasures this liability at fair value on a recurring basis, and adjustments to the fair value are recorded within Acquisition, transaction, and other expense in the

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

Acondensed ~~summary~~consolidated statements of ~~the~~operations ~~outstanding~~and ~~Put~~comprehensive ~~Options,~~income by(loss). ~~Put~~The ~~Option~~following ~~Exercise~~table ~~Window,~~includes asa rollforward of ~~June 30,~~the ~~2025~~Put isOptions classified as ~~follows:~~Level 3 in the fair value hierarchy.

(in millions, except number of shares)	Shares subject to Put Option		Intrinsic Value		Maximum Redemption Value
(in millions)	Put Options
June 1, 2025 to June 6, 2025	616,022		$	50	$	78
Balance as of December 31, 2024	$	107
September 1, 2025 to September 8, 2025	1,058,328		78		125
Fair value adjustments	2
October 3, 2025 to October 10, 2025	111,713		14		18
Balance as of March 31, 2025	109
Total	1,786,063		$	142	$	221
Fair value adjustments	26
Unrealized foreign currency translation adjustment	7
Reclassification out of Level 3	(50)
Balance as of June 30, 2025	92
Fair value adjustments	2
Unrealized foreign currency translation adjustment	(1)
Reclassification out of Level 3	(80)
Balance as of September 30, 2025	$	13

In ~~the~~September ~~table above~~2025, ~~intrinsic~~a ~~value~~Put ~~represents~~Option ~~the~~with ~~amount~~an ~~that~~Exercise ~~would~~Window beof ~~paid~~September as1, of2025 ~~June 30~~to September 8, 2025 towas ~~settle~~exercised. As such, the ~~Put~~related ~~Option.~~liability ~~Intrinsic~~was reclassified out of Level 3 fair value ~~represents~~hierarchy ~~the~~to ~~excess~~Level of1, ~~the~~as ~~contractual~~it ~~guaranteed~~is ~~minimum~~based ~~price~~on ~~over~~known ~~the~~inputs, ~~fair~~including the market ~~value~~price of the shares of the Company’s common ~~shares,~~stock. ~~each~~This asPut ~~defined~~Option is expected to settle in the ~~put~~fourth ~~option~~quarter ~~agreement.~~of ~~The~~2025, ~~maximum~~with ~~redemption~~a ~~value~~total ~~represents~~expected ~~the~~cash ~~maximum~~payment ~~amount~~of ~~that~~$124 ~~the~~million, ~~Company~~$80 ~~could~~million beof ~~required~~which torepresents ~~pay~~the toexcess ~~redeem~~of the ~~associated~~repurchase ~~shares,~~proceeds ~~assuming~~over the fair market value of the Company’s common shares ~~had~~and will be a ~~fair~~reduction ~~value~~to ofthe $0Put Option liability.

~~The~~In ~~Company~~June ~~calculates~~2025, ~~the~~a ~~fair~~Put ~~value~~Option ofwith ~~the~~an ~~Put~~Exercise ~~Options~~Window ~~utilizing~~of aJune ~~Monte~~1, ~~Carlo~~2025 ~~simulation~~ to ~~estimate~~June ~~the~~6, ~~ultimate~~2025 ~~Company~~was ~~obligation during the Put Option Exercise Window~~exercised. ~~For~~As ~~each simulated path~~such, the ~~market~~related ~~price~~liability ofwas ~~the~~reclassified ~~shares~~out of ~~the~~Level ~~Company’s~~3 ~~common~~fair ~~stock~~value ~~relative~~hierarchy to ~~the~~Level ~~contractual~~1, ~~guaranteed~~as ~~minimum~~it ~~price~~ is ~~estimated~~based ~~during~~on known inputs, including the ~~Put~~market ~~Option~~price ~~Exercise~~of ~~Window,~~the ~~which~~shares ~~determines~~of the Company’s ~~obligation~~common ~~under~~stock. ~~each~~This Put Option. ~~The~~settled ~~fair~~on ~~value~~August of5, ~~the~~2025. ~~Put~~As ~~Options~~a isresult of the ~~average~~settlement, ~~discounted~~the ~~obligation~~Company ~~across~~made ~~all~~a ~~simulation~~cash ~~paths.~~payment ~~The~~of ~~Company~~$78 ~~remeasures~~million, ~~this~~$50 ~~liability~~million atof ~~fair~~which ~~value~~represents onthe aexcess ~~recurring~~of ~~basis,~~the ~~and~~repurchase ~~adjustments~~proceeds toover the fair market value ~~are~~of ~~recorded within Acquisition, transaction, and other expense in~~ the ~~condensed~~Company’s ~~consolidated~~common ~~statements~~shares ~~of operations~~ and ~~comprehensive~~is ~~income (loss). The following table includes~~ a ~~rollforward~~reduction ofto the Put ~~Options~~Option ~~classified as Level 3 in the fair value hierarchy~~liability.

(in millions)	Put Options
Balance as of December 31, 2024	$	107
Fair value adjustments	2
Balance as of March 31, 2025	109
Fair value adjustments	26
Unrealized foreign currency translation adjustment	7
Reclassification out of Level 3	(50)
Balance as of June 30, 2025	$	92

On November 4, 2024, a Put Option with an Exercise Window of September 1, 2024 to October 16, 2024 was settled. As a result of this settlement, the Company repurchased 221,821 shares of its common stock in exchange for cash payment of $26 million. The Company also made a top-up payment in cash of $1 million with respect to 28,854 shares of its common stock.

~~During~~Subsequent ~~the~~to ~~three months ended June~~September 30, 2025, a Put Option with an Exercise Window of ~~June~~October 13, 2025 to ~~June~~October 610, 2025 was exercised. AsIt ~~such,~~is ~~the~~expected ~~related liability was reclassified out of Level 3 fair value hierarchy~~ to ~~Level~~settle 1,in ~~as it is based on known inputs, including~~ the ~~market~~fourth ~~price~~quarter of ~~the shares of the Company’s common stock. This Put Option settled on August 5~~2025, ~~2025.~~with As a ~~result~~total ofexpected ~~the settlement, the Company made a~~ cash payment of $7818 million~~, $50 million of which represents the excess of the repurchase proceeds over the fair market value of the Company’s common shares and is a reduction to the Put Option liability~~.

2123

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

(3)Revenue

The following table disaggregates the Company’s net revenues by major stream and reportable segment.

	Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2025		2024		2025		2024
Warehousing operations	$	~~855~~883	$	~~866~~864	$	12,~~698~~581	$	12,~~738~~602
Warehouse lease revenues	8360		6966		~~151~~211		~~136~~202
Managed services	2765		2637		54119		5188
Other	5		5		1116		1015
Total Global Warehousing	~~970~~1,013		~~966~~972		12,~~914~~927		12,~~935~~907
Transportation	~~198~~186		~~205~~194		~~386~~572		~~409~~603
Food sales	6152		6055		~~105~~157		~~108~~163
Redistribution revenues	5957		51		~~113~~170		99150
E-commerce and other	4446		3844		87133		78122
Railcar lease revenues	1823		1819		3760		3756
Total Global Integrated Solutions	~~380~~364		~~372~~363		~~728~~1,092		~~731~~1,094
Total net revenues	$	1,~~350~~377	$	1,~~338~~335	$	24,~~642~~019	$	24,~~666~~001

The Company has no material warranties or obligations for allowances, refunds, or other similar obligations. As a practical expedient, the Company does not assess whether a contract has a significant financing component, as the period between the transfer of service to the customer and the receipt of customer payment is less than a year.

As of ~~June~~September 30, 2025, the Company had $1,~~203~~287 million of remaining unsatisfied performance obligations from contracts with customers subject to a non-cancellable term and within contracts that have an original expected duration exceeding one year. These obligations also do not include variable consideration beyond the non-cancellable term, which, due to the inability to quantify by estimate, is fully constrained. The Company expects to recognize 1922.27% of these remaining performance obligations as revenue over the next 12 months and the remaining 8077.83% to be recognized over a weighted average period of 9.25 years through 2043.

Accounts receivable balances related to contracts with customers were $~~775~~739 million and $719 million as of ~~June~~September 30, 2025 and December 31, 2024, respectively.

Deferred revenue balances related to contracts with customers were $84 million and $81 million as of ~~both June~~September 30, 2025 and December 31, 2024, respectively. Substantially all revenue that was included in the deferred revenue balance at the beginning of 2025 has been recognized as of ~~June~~September 30, 2025 and represents revenue from the satisfaction of storage and handling services billed in advance.

(4)Business combinations, ~~and~~ asset acquisitions, and divestitures

2025 Business Combinations

The following acquisitions took place during the ~~six~~nine months ended ~~June~~September 30, 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. ~~The~~There ~~Company’s~~were ~~condensed~~no ~~consolidated~~material ~~statements~~measurement ofperiod ~~operations~~adjustments ~~and~~during ~~comprehensive~~the ~~income~~nine ~~(loss),~~months ~~redeemable~~ended ~~noncontrolling interests and equity~~September 30, ~~and~~2025. ~~cash~~The ~~flows~~Company’s ~~include~~condensed ~~the~~consolidated ~~results~~statements of operations ~~for~~and ~~these~~comprehensive ~~acquired~~income ~~businesses since the date of acquisition~~(loss), ~~which were not material. Pro forma results of operations have not been presented~~

2224

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

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)	$	~~118~~119	$	60
Total consideration	$	~~118~~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)	1110		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	$	~~116~~115	$	51
Goodwill	$	24	$	9
(1) Cash consideration includes an estimated favorable adjustment for closing net working capital which had not yet been paid out to the Company as of June 30, 2025, offset by contingent consideration, which was immaterial.
(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 is immaterial.

(b)Other

During the ~~six~~nine months ended ~~June~~September 30, 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.

2325

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

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 operate two fully automated cold storage warehouses, with Tyson Foods as the anchor customer. The Company expects to incur costs of atapproximately ~~least~~ $740 million to construct these new warehouses.

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. ~~The~~During both the three and nine months ended September 30, 2025, the Company paid $113 million to the CRA. ~~during~~During the three and nine months ended ~~June~~September 30, 2024, the Company paid $28 million and $39 million to the CRA, respectively. The amount owed to the CRA was $1 million and $4 million as of ~~June~~September 30, 2025 and December 31, 2024, respectively, and is presented in Accounts payable and accrued liabilities in the condensed consolidated balance sheets.

~~(5)Property,~~2025 ~~plant, and equipment~~Divestiture

~~Property,~~(a)Spain ~~plant, and equipment, net consists of the following:~~Transportation

(in millions)	June 30, 2025		December 31, 2024		Estimated Useful Life (Years)
Buildings, building improvements, and refrigeration equipment	$	9,414	$	8,759	1 — 40
Land and land improvements	1,661		1,530		15 — Indefinite
Machinery and equipment	1,669		1,578		5 — 20
Railcars	549		549		7 — 50
Furniture, fixtures, equipment, and software	734		669		1 — 7
Gross property, plant, and equipment	14,027		13,085
Less accumulated depreciation	(3,223)		(2,854)
Construction in progress	519		396
Property, plant, and equipment, net	$	11,323	$	10,627

On July 11, 2025, the Company, as part of its continued focus on profitability, entered into an agreement to divest Lineage Spain Transportation S.L.U. (“Spain Transportation”), which represented substantially all of the Company’s transportation business in Spain. The transaction closed on August 29, 2025. The sale included immaterial cash consideration and certain contingent consideration that may be due to the Company upon a subsequent disposition of the business by the acquirer. As of September 30, 2025, the estimated value of this consideration was immaterial. 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 $60 million during the three months ended September 30, 2025 included in Other nonoperating income (expense), net in the condensed consolidated statements of operations and comprehensive income (loss).

For the six months ended June 30, 2025, the Company recorded impairment charges of $1 million. No impairment charges were recorded for the three months ended June 30, 2025. For the three and six months ended June 30, 2024, the Company recorded impairment charges of $29 million, $24 million of which was related to losses from the warehouse fire in Kennewick, Washington (refer to Note 17, Commitments and contingencies for details). Impairment charges are included in Restructuring, impairment, and (gain) loss on disposals in the condensed consolidated statements of operations and comprehensive income (loss).26

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

(65)Goodwill and other intangible assets, net

Changes in the carrying amount of goodwill for each reportable segment for the ~~six~~nine months ended ~~June~~September 30, 2025 are as follows:

(in millions)	Global Warehousing		Global Integrated Solutions		Total
Balance as of December 31, 2024	$	2,704	$	634	$	3,338
Goodwill acquired	11		—		11
Measurement period adjustments (1)	14		—		14
Foreign currency translation and other	134		21		155
Impairment	—		(28)		(28)
Balance as of June 30, 2025	$	2,850	$	655	$	3,505
Foreign currency translation and other	127		21		148
(1) Primarily related to ColdPoint Logistics Warehouse, LLC and ColdPoint Logistics Real Estate, LLC (collectively referred to as “ColdPoint Logistics”).
Balance as of September 30, 2025	$	2,846	$	627	$	3,473
(1) Primarily related to BCS and ColdPoint Logistics Warehouse, LLC and ColdPoint Logistics Real Estate, LLC (collectively referred to as “ColdPoint Logistics”).

Goodwill is tested for impairment on an annual basis as of October 1. Interim testing is performed more frequently if events or circumstances indicate that it is more-likely-than-not that a reporting unit’s fair value is below its carrying value. Due to the sale of Spain Transportation (see Note 4, Business combinations, asset acquisitions, and divestitures) during the three months ended September 30, 2025, the Company determined that the impacted reporting unit more likely than not had a fair value below its carrying value. As such, the Company performed a quantitative impairment assessment for that reporting unit. The ~~following~~reporting ~~are~~unit’s fair value was estimated using a combination of equally weighted income approach and market approach, utilizing the discounted cash flow method and guideline public company method, respectively. The Company utilized third-party valuation specialists and used industry accepted valuation models in calculating the reporting unit’s ~~total~~fair ~~other~~value ~~intangible~~estimate. ~~assets~~The analysis required the Company to make several estimates, including projected future revenue growth, operating costs and profitability, capital requirements, and discount rate, which are Level 3 unobservable inputs in the fair value hierarchy. Significant increases or decreases in these projections, which have a net impact on the estimated cash flows, would have resulted in significantly lower or higher fair value measurement. Other inputs included market EBITDA (defined as earnings before interest, taxes, depreciation, and amortization) multiples, which are based on publicly available data of: similar companies.

	June 30, 2025						December 31, 2024
(in millions)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Useful Life (Years)
Customer relationships	$	1,512	$	(465)	$	1,047	$	1,445	$	(418)	$	1,027	5 - 28
In-place leases	88		(21)		67		89		(21)		68		4 - 31
Technology	32		(10)		22		32		(8)		24		10
Trade names	9		(7)		2		9		(7)		2		1 - 15
Other	28		(16)		12		18		(12)		6		3 - 17
Other intangible assets	$	1,669	$	(519)	$	1,150	$	1,593	$	(466)	$	1,127

Based on the results of the quantitative assessment, the Company recorded a $28 million goodwill impairment for the three and nine months ended September 30, 2025, which is presented in Restructuring, impairment, and (gain) loss on disposals on the condensed consolidated statements of operations and comprehensive income (loss). No impairment was identified or recognized for the three or nine months ended September 30, 2024.

~~During~~The ~~the~~following ~~three~~are ~~and six months ended June 30, 2025,~~ the Company’s ~~derecognized~~total ~~fully-amortized~~other intangible assets and the associated accumulated amortization totaling $9 million and $21 million, respectively. During the three and six months ended June 30, 2024, the Company derecognized fully-amortized intangible assets and associated accumulated amortization totaling $5 million and $20 million, respectively.:

Customer relationships and other intangible assets acquired during the six months ended June 30, 2025 have a weighted-average amortization period of 10 years and 3 years, respectively.


	September 30, 2025						December 31, 2024
(in millions)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Useful Life (Years)
Customer relationships	$	1,507	$	(490)	$	1,017	$	1,445	$	(418)	$	1,027	5 - 28
In-place leases	87		(22)		65		89		(21)		68		4 - 31
Technology	32		(11)		21		32		(8)		24		10
Trade names	9		(7)		2		9		(7)		2		1 - 15
Other	28		(17)		11		18		(12)		6		3 - 17
Other intangible assets	$	1,663	$	(547)	$	1,116	$	1,593	$	(466)	$	1,127

~~(7)Prepaid expenses and other current assets~~27

(in millions)	June 30, 2025		December 31, 2024
Prepaid expenses	$	99	$	58
Current interest rate derivative assets	36		—
Other current assets	66		39
Prepaid expenses and other current assets	$	201	$	97

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

During the nine months ended September 30, 2025, the Company derecognized fully-amortized intangible assets and the associated accumulated amortization totaling $21 million. The Company did not derecognize any fully-amortized intangible assets during the three months ended September 30, 2025. During the three and nine months ended September 30, 2024, the Company derecognized fully-amortized intangible assets and associated accumulated amortization totaling $2 million and $22 million, respectively.

Customer relationships and other intangible assets acquired during the nine months ended September 30, 2025 have a weighted-average amortization period of 10 years and 3 years, respectively.

(6)Property, plant, and equipment

Property, plant, and equipment, net consists of the following:


(in millions)	September 30, 2025		December 31, 2024		Estimated Useful Life (Years)
Buildings, building improvements, and refrigeration equipment	$	9,428	$	8,759	1 — 40
Land and land improvements	1,659		1,530		15 — Indefinite
Machinery and equipment	1,652		1,578		5 — 20
Railcars	545		549		7 — 50
Furniture, fixtures, equipment, and software	737		669		1 — 7
Gross property, plant, and equipment	14,021		13,085
Less accumulated depreciation	(3,377)		(2,854)
Construction in progress	610		396
Property, plant, and equipment, net	$	11,254	$	10,627

For the three and nine months ended September 30, 2025, the Company recorded impairment charges related to property, plant, and equipment of $1 million and $2 million, respectively.

For the three and nine months ended September 30, 2024, the Company recorded impairment charges related to property, plant, and equipment of $4 million and $33 million, respectively. Of these, $1 million and $25 million, respectively, was related to losses from the warehouse fire in Kennewick, Washington (refer to Note 17, Commitments and contingencies for details).

Impairment charges are included in Restructuring, impairment, and (gain) loss on disposals in the condensed consolidated statements of operations and comprehensive income (loss).

(7)Prepaid expenses and other current assets


(in millions)	September 30, 2025		December 31, 2024
Prepaid expenses	$	105	$	58

Current interest rate derivative assets	20		—
Other current assets	58		39
Prepaid expenses and other current assets	$	183	$	97

(8)Income taxes

The Company’s provision for income taxes is based upon an estimated annual tax rate for the year applied to U.S. federal, U.S. state, and foreign income. Significant discrete items that are not consistent from period to period are recorded to Income tax expense (benefit) in the quarter in which they occur.

The Company’s effective tax rate for the three and six months ended June 30, 2025 was 50.0% and (16.7%), respectively. The Company’s effective tax rate for the three and six months ended June 30, 2024 was (9.6%) and 2.3%, respectively. The annual effective tax rates differ from the U.S. statutory rate primarily due to the Company’s status as a REIT for U.S. federal income tax purposes, variations in tax rates applicable to foreign income, the generation of income tax credits, and the impact of nondeductible expenses, including stock-based compensation and interest expense.28

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

The Company’s effective tax rate for the three and nine months ended September 30, 2025 was (10.9)% and (11.2)%, respectively. The Company’s effective tax rate for the three and nine months ended September 30, 2024 was 7.7% and 6.7%, respectively. The annual effective tax rates differ from the U.S. statutory rate primarily due to the Company’s status as a REIT for U.S. federal income tax purposes, variations in tax rates applicable to foreign income, the generation of income tax credits, financial statement losses for which no tax benefit was recognized, and the impact of nondeductible expenses, including stock-based compensation and interest expense.

During the three months ended September 30, 2024, the Company released a valuation allowance established on deferred tax assets attributable to existing net operating losses carryforwards and tax credits in the U.S., resulting in an income tax benefit of $24 million. The release of the valuation allowance was due to the Company’s internal restructurings. In assessing the realizability of the Company’s deferred tax assets and the appropriateness of the remaining valuation allowances, management continues to consider the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax-planning strategies.

On July 4, 2025, the One Big Beautiful Bill Act of 2025 was signed into U.S. law, which includes a broad range of tax reforms, including those that affect the taxation of REITs and their investors. Most notably, for years beginning on or after January 1, 2026, the new law relaxed the REIT asset test requirement with respect to taxable REIT subsidiaries, providing that not more than 25% of the gross value of a REIT’s assets may be represented by securities of one or more taxable REIT subsidiaries, as compared to the previous 20% rule. It also permanently extended the section 199A pass-through qualified business income deduction, allowing certain individuals, trusts, and estates to deduct 20% of qualified REIT dividends. No significant impact of this new law on the condensed consolidated financial statements for the three or nine months ended September 30, 2025 has been noted. The Company will continue to evaluate the impact on the consolidated financial statements as certain provisions come into effect or more information becomes available.

(9)Debt

(in millions)	~~June~~September 30, 2025		December 31, 2024
Unsecured credit facilities	$	3,~~001~~199	$	2,772
Senior unsecured notes	1,~~778~~770		1,665
5.25% Notes	500		—
Secured debt	~~498~~497		522
Unsecured term loans	152		17
Total debt	5,~~792~~968		4,976
Less current portion long-term debt	(3222)		(56)
Less deferred financing costs	(1715)		(13)
Less discount on debt issued	(5)		—
Less below-market debt	(41)		(4)
Plus above-market debt	1—		3
Total long-term debt, net	$	5,~~735~~925	$	4,906

(a)Unsecured Credit Facilities

i.Credit Agreement - Revolving Credit Facility and Term Loan A

Originally entered into on December 22, 2020, and subsequently amended, the Company has an unsecured revolving credit and term loan agreement (collectively, the “Credit Agreement”) consisting of a multi-currency revolving credit facility (the “Revolving Credit Facility” or “RCF”) and a USD denominated term loan (the “Term Loan A” or “TLA”) with various lenders.

Effective February 15, 2024, the Company amended and restated the Credit Agreement increasing the Company’s borrowing capacity under the existing Revolving Credit Facility from $2,625 million to $3,500 million and decreasing ~~the total commitment under the Term Loan A from $1,875 million to $1,000 million. This pay down of $875 million on the Term Loan A was completed using funds available on the Revolving Credit Facility.~~

In connection with the February 2024 refinancing of the Credit Agreement, the Company incurred total fees and expenses of $34 million, of which $31 million was capitalized as deferred financing costs, $2 million was recognized as an immediate loss on extinguishment of debt, and $1 million was recognized in General and administrative expense as third-party costs related to a debt modification. Of the capitalized $31 million in deferred financing costs, $26 million related to the Revolving Credit Facility and $5 million related to the Term Loan A, which are presented in Other assets and Long-term debt, net, respectively, in the condensed consolidated balance sheets. In addition, the Company recognized an additional $5 million in loss on extinguishment of debt related to unamortized deferred financing costs for the portions of the Credit Agreement determined to be extinguished.29

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

the total commitment under the Term Loan A from $1,875 million to $1,000 million. This pay down of $875 million on the Term Loan A was completed using funds available on the Revolving Credit Facility.

The following table provides the details of the Credit Agreement:

June 30, 2025

December 31, 2024

September 30, 2025

December 31, 2024

(in millions)

Contractual Interest Rate (1)

Borrowing Currency Amount

Carrying Amount (USD)

Contractual Interest Rate (1)

Borrowing Currency Amount

Carrying Amount (USD)

Term Loan A

USD

SOFR+0.93%

1,000

SOFR+0.93%

1,000

Revolving Credit Facility

USD

SOFR+0.93%

1,~~665~~545

SOFR+0.93%

1,535

EUR

EURIBOR+0.93%

86378

~~101~~443

EURIBOR+0.93%

AUD

BBSW+0.93%

~~126~~122

8280

BBSW+0.93%

126

NZD

BKBM+0.93%

~~124~~127

7574

BKBM+0.93%

106

DKK

CIBOR+0.93%

~~310~~155

4924

CIBOR+0.93%

250

NOK

NIBOR+0.93%

150

NIBOR+0.93%

—

CAD

CORRA+0.93%

2025

1418

CORRA+0.93%

Total Revolving Credit Facility

2,~~001~~199

1,772

(1) SOFR = for purpose of the above instruments, the term “SOFR” refers to the Term Secured Overnight Financing Rate plus 0.1% (or “Adjusted Term SOFR”), CORRA = Canadian Overnight Repo Rate Average, BBSW = Bank Bill Swap Rate, EURIBOR = Euro Interbank Offered Rate, CIBOR = Copenhagen Interbank Offered Rate, BKBM = Bank Bill Reference Rate, NIBOR = Norwegian Interbank Offered Rate.

(1) SOFR = for purpose of the above instruments, the term “SOFR” refers to the Term Secured Overnight Financing Rate plus 0.1% (or “Adjusted Term SOFR”), EURIBOR = Euro Interbank Offered Rate, BBSW = Bank Bill Swap Rate, BKBM = Bank Bill Reference Rate, CIBOR = Copenhagen Interbank Offered Rate, NIBOR = Norwegian Interbank Offered Rate, CORRA = for purpose of the above instruments, the term “CORRA” refers to the Canadian Overnight Repo Rate Average plus 0.29547% (or “Adjusted Term CORRA”).

There were $65 million in letters of credit issued on the Company’s Revolving Credit Facility as of ~~June~~September 30, 2025 and $66 million as of December 31, 2024.

ii.Delayed-draw term loan facility

On February 15, 2024, the Company entered into an unsecured delayed-draw term loan facility (“DDTL”) with a borrowing capacity of up to $2,400 million. On April 9, 2024, the Company drew $2,400 million under the DDTL and used the proceeds to pay off the remaining outstanding adjustable rate multi-property loan CMBS 4 (“CMBS 4”). On July 26, 2024, the Company used a portion of the net proceeds from the IPO to repay in full the remaining outstanding DDTL principal balance.

(b)Senior Unsecured Notes

On August 20, 2021, and on August 15, 2022, the Company issued a series of fixed-rate guaranteed, senior unsecured notes with various maturities pursuant to a private placement financing (“Senior Unsecured Notes”). Interest on these notes is due semi-annually in August and February.

2730

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Notes to Condensed Consolidated Financial Statements - Unaudited

The table below summarizes the balances and terms of the Senior Unsecured Notes:

(in millions, except interest rates)	Borrowing Currency Amount	Interest rate	Maturity date	~~June~~September 30, 2025		December 31, 2024
Series A Senior Notes	$300	2.22%	8/20/2026	$	300	$	300
Series B Senior Notes	$375	2.52%	8/20/2028	375		375
Series C Senior Notes	€128	0.89%	8/20/2026	150		133
Series D Senior Notes	€251	1.26%	8/20/2031	294		262
Series E Senior Notes	£145	1.98%	8/20/2026	~~199~~195		182
Series F Senior Notes	£130	2.13%	8/20/2028	~~178~~175		163
Series G Senior Notes	€80	3.33%	8/20/2027	9493		83
Series H Senior Notes	€110	3.54%	8/20/2029	129		115
Series I Senior Notes	€50	3.74%	8/20/2032	59		52
Total Senior Unsecured Notes				$	1,~~778~~770	$	1,665

Some of the Senior Unsecured Notes are set to mature in August 2026 and continue to be presented in Long-term debt, net in the condensed consolidated balance sheets, as the Company has the intent and ability to refinance the obligation on a long-term basis prior to its maturity using the RCF capacity.

On June 17, 2025, the Operating Partnership issued $500 million aggregate principal amount of senior notes due July 15, 2030 (the “5.25% Notes”). The 5.25% Notes are fully and unconditionally guaranteed by Lineage, Inc., Lineage Logistics Holdings, LLC, and certain other subsidiaries of the Company that guarantee or are otherwise obligated in respect of the Credit Agreement (other than the Operating Partnership and any excluded subsidiaries). The 5.25% Notes bear interest at a rate of 5.25% per year, and interest is payable on January 15 and July 15 of each year, commencing January 15, 2026. The 5.25% Notes were issued at 98.991% of par. Total debt discount of $5 million and debt issuance costs of $5 million, which were capitalized as deferred financing costs, related to the 5.25% Notes were recorded in Long-term debt, net in the condensed consolidated balance sheets as of ~~June~~September 30, 2025.

The Operating Partnership may redeem the 5.25% Notes in whole or in part, at any time and from time to time, prior to June 15, 2030, at the Operating Partnership’s option and sole discretion, at a redemption price equal to the greater of: (i) the sum of the present values of the remaining scheduled payments of principal and interest thereon (as calculated pursuant to the terms of the indenture governing the 5.25% Notes); and (ii) 100% of the principal amount of the notes being redeemed, plus, in either case, accrued and unpaid interest thereon to, but excluding, the redemption date. On or after June 15, 2030, the Operating Partnership may redeem the 5.25% Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 5.25% Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date.

The 5.25% Notes require that the Operating Partnership maintain total unencumbered assets of not less than 150% of the aggregate principal amount of all outstanding unsecured debt of the Operating Partnership and its subsidiaries, as determined on a consolidated basis. The 5.25% Notes also contain certain financial covenants required, including:

•A maximum total indebtedness to total assets ratio of less than 0.60 to 1.00

•A maximum total secured indebtedness to total assets ratio of less than 0.40 to 1.00; and

•A minimum interest coverage ratio of not less than 1.50 to 1.00.

The Company was in compliance with all financial covenants as of ~~June~~September 30, 2025.

~~(d)Secured Debt~~31

As of June 30, 2025, the total balance of $498 million was comprised of three secured promissory notes with MetLife Real Estate Lending LLC (the “Metlife Real Estate Notes”) totaling $471 million (due in 2026, 2028, and 2029) and $27 million of other fixed-rate real estate and equipment secured financing agreements with various lenders maturing between 2025 and 2034. One of the Metlife Real Estate Notes is set to mature in January 2026 and continues to be

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

presented in long-term debt on the condensed consolidated balance sheets, as the Company has the intent and ability to refinance the obligation on a long-term basis prior to its maturity using the RCF capacity. As of December 31, 2024, the total Secured Debt balance of $522 million was comprised of the Metlife Real Estate Notes totaling $472 million (~~due in 2026, 2028, and 2029~~d)Secured and $50 million of other fixed-rate real estate and equipment secured financing agreements with various lenders maturing between 2025 and 2034. These debt instruments are secured by various assets specific to the underlying agreement. During the six months ended June 30, 2024, the Company had the following secured debt pay down and refinancing arrangements:Debt

As of September 30, 2025, the total balance of $497 million was comprised of three secured promissory notes with MetLife Real Estate Lending LLC (the “Metlife Real Estate Notes”) totaling $470 million (due in 2026, 2028, and 2029) and $27 million of other fixed-rate real estate and equipment secured financing agreements with various lenders maturing between 2025 and 2034. One of the Metlife Real Estate Notes is set to mature in January 2026 and continues to be presented in Long-term debt, net in the condensed consolidated balance sheets, as the Company has the intent and ability to refinance the obligation on a long-term basis prior to its maturity using the RCF capacity.

As of December 31, 2024, the total Secured Debt balance of $522 million was comprised of the Metlife Real Estate Notes totaling $472 million (due in 2026, 2028, and 2029) and $50 million of other fixed-rate real estate and equipment secured financing agreements with various lenders maturing between 2025 and 2034. These debt instruments are secured by various assets specific to the underlying agreement. During the nine months ended September 30, 2024, the Company had the following secured debt pay down and refinancing arrangements:

i.Adjustable rate multi-property loan CMBS 4

On May 9, 2019, the Company entered into CMBS 4 with Column Financial, Inc., Bank of America, N.A., and Morgan Stanley Bank, N.A. in the aggregate amount of $2,350 million. On April 9, 2024, the Company fully paid the remaining outstanding CMBS 4 principal balance of $2,344 million, along with $14 million in accrued interest and fees.

ii.~~MetLife~~Adjustable ~~Real~~rate ~~Estate Lending LLC~~ multi-property ~~Cool~~loan ~~Port~~CMBS ~~Oakland~~5

On October 21, 2020, the Company entered into adjustable rate multi-property loan CMBS 5 with Goldman Sachs Bank USA, Morgan Stanley Bank, N.A., and JPMorgan Chase Bank, N.A. in the aggregate amount of $1,320 million. On August 9, 2024, the Company fully paid the remaining outstanding CMBS 5 principal balance of $1,298 million, along with $8 million in accrued interest and fees. As a result of the full repayment, during both the three and nine months ended September 30, 2024, the Company recorded a $4 million loss on extinguishment of debt related to the write-off of unamortized deferred financing costs previously capitalized for the CMBS 5 loan.

iii.MetLife Real Estate Lending LLC - Cool Port Oakland

On March 25, 2019, the Company entered into a loan agreement with MetLife Real Estate Lending LLC in the amount of $81 million. On February 6, 2024, the Company entered into a new $81 million loan agreement with MetLife Real Estate Lending LLC, designed as a refinancing arrangement, with a maturity date of March 5, 2029. This agreement enabled the Company to fully pay the outstanding balloon payment of $77 million associated with the previous loan due to mature on March 25, 2024. After the repayment, debt issuance fees, and other closing costs, the Company received net cash proceeds of $4 million.

iv.Wilmington Trust, National Association Loan

On September 18, 2019, the Company assumed a loan with Wilmington Trust, N. A. in the amount of $26 million, maturing on September 1, 2044, with early payment permitted beginning on June 1, 2024. On September 3, 2024, the Company fully paid the remaining outstanding principal balance of $24 million.

(e)Unsecured term loans

As of ~~June~~September 30, 2025 and December 31, 2024, the total balance of $152 million and $17 million, respectively, was comprised of euro denominated borrowings the Company assumed as part of a prior acquisition. The Company paid off $12 million of debt relating to the Spain Transportation business during the three months ended September 30, 2025, recognizing a $3 million loss on extinguishment of debt.

(f)Deferred financing costs

During the three and ~~six~~nine months ended ~~June~~September 30, 2025, the Company recognized amortization of deferred financing costs recorded to Interest expense, net of $3 million and $69 million, respectively. During the three and ~~six~~nine ~~months ended June 30, 2024, the Company recognized amortization of deferred financing costs recorded to Interest expense, net of $6 million and $11 million, respectively.~~

As of June 30, 2025 and December 31, 2024, the amount of unamortized deferred financing costs in Long-term debt, net within the condensed consolidated balance sheets was $17 million and $13 million, respectively. As of June 30, 2025 and December 31, 2024, the amount of unamortized deferred financing costs in Other assets in the condensed consolidated balance sheets was $25 million and $28 million, respectively.32

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

months ended September 30, 2024, the Company recognized amortization of deferred financing costs recorded to Interest expense, net of $5 million and $16 million, respectively.

As of September 30, 2025 and December 31, 2024, the amount of unamortized deferred financing costs in Long-term debt, net within the condensed consolidated balance sheets was $15 million and $13 million, respectively. As of September 30, 2025 and December 31, 2024, the amount of unamortized deferred financing costs in Other assets in the condensed consolidated balance sheets was $23 million and $28 million, respectively.

(10)Derivative instruments and hedging activities

(a)Risk management objective of using derivatives

The Company manages certain economic risks, including interest rate, foreign currency, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its assets and liabilities and with the use of derivative financial instruments.

(b)Cash flow hedges of interest rate and foreign currency risk

The Company’s objectives in using interest rate derivatives are to manage its exposure to interest rate movements and to mitigate the potential volatility to interest expense. To accomplish this objective, the Company primarily uses interest rate swaps and caps as part of its interest rate risk management strategy. Interest rate swaps involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Interest rate caps involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for a premium.

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for a premium. The Company’s effective designated interest rate swaps and caps hedge variable-rate interest payments using a first payments approach. The first payments approach allows an entity to hedge interest payments on a designated principal amount, rather than a specific, named debt issuance.

In addition, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future cash amounts due to changes in foreign currency rates. The impacts of these foreign currency derivative instruments on the condensed consolidated financial statements of the Company are insignificant.

(c)Designated hedges - interest rate contracts

As of ~~June~~September 30, 2025, the Company had the following ~~outstanding~~ effective interest rate derivatives that were designated as cash flow hedging instruments.

Number of Instruments

Notional

~~Maturity~~Effective Date

Maturity Date

Interest rate derivatives:

(in millions)

Interest rate swap

USD

~~1,000~~700

~~December~~May 31, ~~2025~~2023

December 31, 2025

Interest rate cap

USD

1,500

January 9, 2026

Interest rate swap

USD

300

August 9, 2024

December 31, 2025

Total

USD

2,500

Interest rate cap

USD

1,500

January 9, 2023

January 9, 2026

Forward-starting interest rate swap

USD

750

January 9, 2026

February 15, 2028

Forward-starting interest rate swap

USD

500

December 31, 2025

February 15, 2028

The table below presents the effect of the Company’s interest rate derivatives that are designated as hedging instruments in the condensed consolidated statements of operations and comprehensive income (loss) (in millions). Gain (loss) ~~reclassified from accumulated other comprehensive income (“AOCI”) into earnings for interest rate contracts is presented in Interest expense, net.~~

Interest Rate Derivatives in Cash Flow Hedging Relationships	Amount of Gain (Loss) Recognized in OCI on Derivatives				Amount of Gain (Loss) Reclassified from AOCI into Earnings
	Three Months Ended June 30,				Three Months Ended June 30,
	2025		2024		2025		2024
Included in effectiveness testing	$	3	$	11	$	19	$	25
Total	$	3	$	11	$	19	$	25

Interest Rate Derivatives in Cash Flow Hedging Relationships	Amount of Gain (Loss) Recognized in OCI on Derivatives				Amount of Gain (Loss) Reclassified from AOCI into Earnings
	Six Months Ended June 30,				Six Months Ended June 30,
	2025		2024			2025		2024
Included in effectiveness testing	$	4	$	43		$	38	$	51
Excluded from effectiveness testing and recognized in earnings based on an amortization approach	—		(3)			—		(1)
Total	$	4	$	40		$	38	$	50

The estimated net amount of existing gains (losses) that are reported in Accumulated other comprehensive income (loss) as of June 30, 2025 that is expected to be reclassified into earnings within the next 12 months is $36 million.

On June 30, 2025, the Company executed three forward-starting interest rate swaps with an aggregate notional amount of $750 million. The swaps have an effective date of January 9, 2026 and a maturity date of February 15, 2028. The swaps have fixed interest rates ranging from 3.19% to 3.20%. The Company has designated these swaps as an effective cash

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

~~flow~~reclassified ~~hedge~~from ofaccumulated ~~the~~other ~~variable-rate~~comprehensive ~~exposure~~income ~~arising~~(“AOCI”) ~~from~~into ~~the~~earnings ~~portion~~for ofinterest ~~the~~rate ~~Revolving~~contracts ~~Credit~~is ~~Facility~~presented ~~equal~~in toInterest ~~the~~expense, ~~notional balance~~net.


Interest Rate Derivatives in Cash Flow Hedging Relationships	Amount of Gain (Loss) Recognized in OCI on Derivatives				Amount of Gain (Loss) Reclassified from AOCI into Earnings
	Three Months Ended September 30,				Three Months Ended September 30,
	2025		2024		2025		2024

Included in effectiveness testing	$	3	$	(26)	$	19	$	26

Excluded from effectiveness testing and recognized in earnings based on an amortization approach	—		1		—		—

Total	$	3	$	(25)	$	19	$	26


Interest Rate Derivatives in Cash Flow Hedging Relationships	Amount of Gain (Loss) Recognized in OCI on Derivatives				Amount of Gain (Loss) Reclassified from AOCI into Earnings
	Nine Months Ended September 30,				Nine Months Ended September 30,
	2025		2024			2025		2024

Included in effectiveness testing	$	7	$	17		$	57	$	77

Excluded from effectiveness testing and recognized in earnings based on an amortization approach	—		(2)			—		(1)

Total	$	7	$	15		$	57	$	76

The estimated net amount of existing gains (losses) that are reported in Accumulated other comprehensive income (loss) as of September 30, 2025 that is expected to be reclassified into earnings within the next 12 months is $20 million.

On September 9, 2025, the Company executed two forward-starting interest rate swaps with an aggregate notional amount of $500 million. The swaps have an effective date of December 31, 2025 and a maturity date of February 15, 2028. The swaps have fixed interest rates ranging from 3.10% to 3.11%. The Company has designated these swaps as an effective cash flow hedge of the variable-rate exposure arising from the portion of the Term Loan A equal to the notional balance.

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

(d)Balance sheet presentation - interest rate contracts

The ~~Company’s~~table ~~interest~~below ~~rate~~presents ~~derivative~~the ~~contracts had a~~ fair value of ~~$36~~the ~~million~~Company’s ~~and~~interest ~~$69~~rate ~~million~~derivative contracts as ofwell ~~June 30,~~as ~~2025~~their ~~and~~classification ~~December 31, 2024, respectively, and were classified~~ in ~~Prepaid expenses and other current assets and Other assets, respectively, in~~ the condensed consolidated balance sheets.:


(in millions)	September 30, 2025		December 31, 2024
Prepaid expenses and other current assets	$	20	$	—
Other assets	$	—	$	69
Other long-term liabilities	$	(1)	$	—

(11)Interest expense

	Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2025		2024		2025		2024
Interest expense (1)	$	6467	$	~~142~~87	$	~~121~~188	$	~~280~~367
(Gain) loss on hedge instruments	(19)		(2526)		(3857)		(5076)
Finance lease liabilities interest	22		23		4668		4669
Amortization of deferred financing costs and discount on debt	3		65		69		1116
Capitalized interest	(45)		(2)		(712)		(46)
Interest income	(2)		(17)		(46)		(29)
Other financing fees	32		52		35		68
Interest expense, net	$	6768	$	~~148~~82	$	~~127~~195	$	~~287~~369
(1) During the three and six months ended June 30, 2025, the Company recognized $4 million and $7 million, respectively, of expense related to the Kloosterboer Preference Shares liability (see Note 2, Capital structure and noncontrolling interests).
(1) During the three and nine months ended September 30, 2025, the Company recognized $4 million and $11 million, respectively, of expense related to the Kloosterboer Preference Shares liability. During both the three and nine months ended September 30, 2024, the Company recognized $2 million of interest expense related to the Kloosterboer Preference Shares (see Note 2, Capital structure and noncontrolling interests).

(12)Fair value measurements

As of ~~June~~September 30, 2025 and December 31, 2024, the carrying amount of certain financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and accrued liabilities, were representative of their fair values due to the short-term maturity of these instruments. Certain non-financial assets such as property, plant and equipment, operating right-of-use assets, equity method investments, goodwill, and other intangible assets are subject to nonrecurring fair value measurements if they are deemed to be impaired. During the three months ended September 30, 2025, the Company performed an impairment analysis of goodwill for one of its reporting units, which required a fair value measurement and resulted in an impairment. See Note 6, Goodwill and other intangible assets, net for more information.

3135

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

The following table presents the fair value hierarchy levels of the Company’s assets and liabilities at fair value:

(in millions)	Fair Value Hierarchy	~~June~~September 30, 2025		December 31, 2024
Measured at fair value on a recurring basis:
Interest rate derivative financial instrument assets	Level 2	$	3620	$	69
Interest rate derivative financial instrument liabilities	Level 2	$	1	$	—
Acquisition related contingent consideration	Level 3	$	14	$	13
Put options - exercised not settled (1)	Level 1	$	5080	$	—
Put options - not exercised (1)	Level 3	$	9213	$	107
Measured at fair value on a non-recurring basis:
Other investments (included in Other assets) (2)	Level 3	$	20	$	18
Disclosed at fair value:
Long-term debt (3)	Level 3	$	5,~~691~~871	$	4,868
Kloosterboer Preference Shares (4)	Level 3	$	~~282~~277	$	259
(1) For more details, refer to Note 2, Capital structure and noncontrolling interests, including the reclassification between levels.
(2) The investments in equity securities carried at fair value are subject to transfer restrictions and generally cannot be sold without consent.
(3) The carrying value of long-term debt is disclosed in Note 9, Debt.
(4) The carrying value of Kloosterboer Preference Shares is disclosed in Note 14, Other long-term liabilities.

In accordance with GAAP, the Company has elected to remeasure investments without readily determinable fair values only when an observable transaction occurs for an identical or similar investment of the same issuer. During the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, the Company recorded immaterial non-recurring fair value adjustments within Other nonoperating income (expense), net in the condensed consolidated statements of operations and comprehensive income (loss) related to certain other investments without readily determinable fair values.

The Company’s long-term debt is reported at the aggregate principal amount less unamortized deferred financing costs and any above or below market adjustments (as required in purchase accounting) in the condensed consolidated balance sheets. For instruments with no prepayment option, the fair value is estimated utilizing a discounted cash flow model where the contractual cash flows (i.e., coupon and principal repayments) were discounted at a risk-adjusted yield reflective of both the time value of money and the credit risk inherent in each instrument. For instruments that include a prior-to-maturity prepayment option, the fair value is estimated using a Black-Derman-Toy lattice model. The inputs used to estimate the fair value of the Company’s debt instruments are comprised of Level 2 inputs, including risk-free interest rates, credit ratings, and financial metrics for comparable publicly listed companies, and Level 3 inputs, such as risk-adjusted credit spreads based on adjusted yields implied at issuance, and yield volatility (used for instruments with a prepayment option).

(13)Leases

The Company leases real estate, most significantly warehouses for use in operations, as well as equipment for use within owned and leased warehouses. The Company also leases vehicles, trailers, and other equipment. The Company has not pledged any assets as collateral related to the Company’s existing leases as of ~~June~~September 30, 2025 and December 31, 2024.

3236

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

Right-of-use asset balances are as follows:

(in millions)	~~June~~September 30, 2025		December 31, 2024
Finance lease right-of-use assets	$	1,~~638~~618	$	1,706
Less: accumulated amortization	(~~495~~505)		(452)
Finance lease right-of-use assets, net	$	1,~~143~~113	$	1,254
Operating lease right-of-use assets	$	~~849~~847	$	828
Less: accumulated amortization	(~~224~~232)		(201)
Operating lease right-of-use assets, net	$	~~625~~615	$	627

Lease liabilities are presented in the following line items in the condensed consolidated balance sheets:

	June 30, 2025				December 31, 2024
	September 30, 2025				December 31, 2024
(in millions)	Finance Leases		Operating Leases		Finance Leases		Operating Leases
Accounts payable and accrued liabilities	$	7976	$	5352	$	165	$	50
Long-term finance lease obligations	1,~~239~~223		—		1,249		—
Long-term operating lease obligations	—		~~605~~598		—		605
Total lease obligations	$	1,~~318~~299	$	~~658~~650	$	1,414	$	655

Future minimum lease payments for each of the next five years and thereafter as of ~~June~~September 30, 2025 are as follows (in millions):

Years Ending December 31:	Finance Leases		Operating Leases
2025 (six months remaining)	$	83	$	48
2025 (three months remaining)	$	40	$	24
2026	~~164~~161		93
2027	~~158~~159		9192
2028	149		8182
2029	~~148~~149		7273
2030 and thereafter	1,~~542~~546		~~716~~719
Total lease payments	2,~~244~~204		1,~~101~~083
Less imputed interest	(~~926~~905)		(~~443~~433)
Total lease obligations	$	1,~~318~~299	$	~~658~~650

Supplemental condensed consolidated balance sheets information related to leases is as follows:

	June 30,		December 31,
	September 30,		December 31,
	2025		2024
Weighted average remaining lease term (in years):
Finance	15.21		14.5
Operating	16.32		15.9
Weighted average discount rate:
Finance	6.89	%	6.8	%
Operating	6.5	%	6.5	%

3337

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

The components of lease expense are as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2025		2024		2025		2024
Finance lease cost:
Amortization of ROU assets	$	26	$	2426	$	5278	$	4874
Interest on lease liabilities	22		23		4668		4669
Operating lease cost	2625		29		5277		5887
Variable & short-term lease cost	910		10		2030		1929
Sublease income	(43)		(75)		(811)		(1116)
Total lease cost	$	7980	$	7983	$	~~162~~242	$	~~160~~243

Supplemental cash flow information related to leases is as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2025		2024		2025		2024
Cash paid for amounts included in the measurement of lease liability
Operating cash flows from finance leases	$	2223	$	2422	$	4669	$	4668
Finance cash flows from finance leases	$	~~107~~20	$	1819	$	~~128~~148	$	3251
Operating cash flows from operating leases	$	24	$	2726	$	4872	$	5076
ROU assets obtained in exchange for lease obligations (excluding the effect of acquisitions)
Finance leases	$	36	$	228	$	915	$	3745
Operating leases	$	1—	$	86	$	6	$	1218

(14)Other long-term liabilities

(in millions)	~~June~~September 30, 2025		December 31, 2024
Kloosterboer Preference Shares	$	~~285~~289	$	247
Sale leaseback financing obligations	6665		62
Workers' compensation reserves (see Note 17, Commitments and contingencies)	36		35
Other liabilities	7475		66
Total other long-term liabilities	$	~~461~~465	$	410

(15)Stock-based compensation

Amended and Restated Lineage 2024 Incentive Award Plan

In July 2024, the Company’s pre-IPO Incentive Award Plan was amended and restated, creating the Amended and Restated Lineage 2024 Incentive Award Plan (the “2024 Plan”). The 2024 Plan is administered by certain committees of the Board (the “Plan Administrator”) and provides for the award of RSUs, performance share awards, LTIP Units, stock options, stock appreciation rights, restricted stock, stock payments, dividend equivalents, and other incentive awards, each as defined in the 2024 Plan, to eligible employees, consultants, and members of the Board (collectively, “Plan participants”).

3438

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

(a)Restricted stock units

Certain Plan participants were granted awards of RSUs covering shares of the Company’s common stock. Certain RSUs contain only a service vesting condition (“time-based RSUs”) and certain RSUs contain vesting conditions based on service, Company performance, and market performance (“performance-based RSUs”).

On March 18, 2025, the Company granted new performance-based RSUs that will vest upon completion of the 2025 performance year based on the achievement of certain ~~Earnings before interest, taxes, depreciation, and amortization (“~~EBITDA”) metrics, subject to continued service. The fair value of these awards granted was estimated to be equivalent to the close price of the Company’s stock on the grant date. The related stock-based compensation expense is based on the forecasted likelihood of achievement of the performance metrics (during the performance period) or the actual achievement of the performance metrics (at the completion of the performance period).

~~During~~In ~~the~~April ~~three months ended June 30,~~ 2025, the Company granted employees stock-based compensation consisting of 1,467,453 time-based RSUs with an approximate $81 million of expense to be recognized over the vesting term and 253,352 ~~Performance~~performance-based RSUs with an approximate $14 million of expense to be recognized over the vesting term. These grants will generally vest over 3 years.

During the three months ended June 30, 2025, the Company reevaluated the likelihood of achieving certain performance conditions associated with outstanding performance-based RSU awards. Based on updated forecasts and performance results to date, management concluded that it iswas no longer probable that the applicable performance targets for Same Warehouse NOI Growth (“SS NOI Growth”) ~~will~~would be achieved by the end of the performance period for awards granted in 2024. As a result, during the three months ended June 30, 2025, the Company reversed previously recognized stock-based compensation expense of $1 million related to these awards.

If the performance conditions are later deemed probable of being achieved, compensation cost will be recognized prospectively over the remaining service period.

The following represents a summary of outstanding RSUs:

	Time-based RSUs	Weighted average grant date fair value per unit		Performance-based RSUs	Weighted average grant date fair value per unit
Unvested as of December 31, 2024	1,461,789	$	84.78	127,946	$	89.85
Awards granted	1,~~467~~515,~~453~~442	5655.2160		~~405~~410,~~819~~482	5857.0184
Awards vested	(~~506~~652,~~864~~225)	84.4659		—	—
Awards forfeited	(~~171~~264,~~596~~761)	7671.0005		(514,~~649~~920)	8979.8595
Unvested as of June 30, 2025	2,250,782	$	66.89	528,116	$	65.38
Unvested as of September 30, 2025	2,060,245	$	65.14	523,508	$	65.04

As of ~~June~~September 30, 2025, there was $~~125~~104 million of unrecognized stock-based compensation expense related to unvested time-based RSUs that is expected to be recognized over a weighted-average period of 21.04 years.

As of ~~June~~September 30, 2025, there was $2318 million of unrecognized stock-based compensation expense related to unvested performance-based RSUs that is expected to be recognized over a weighted-average period of 21.08 years.

(b)LTIP Units

LTIP Units are a class of partnership interests in the Operating Partnership which may be issued to eligible Plan participants for the performance of services to or for the benefit of the Company and Operating Partnership. Certain LTIP Units contain only a service vesting condition (“time-based LTIP Units”) and certain LTIP Units contain vesting conditions based on service, Company performance, and market performance (“performance-based LTIP Units”).

In April 2025, the Company granted employees stock-based compensation consisting of 132,359 time-based LTIP Units with an approximate $7 million of expense to be recognized over the vesting term, and 466,557 performance-based LTIP

3539

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

Units with an approximate $13 million of expense to be recognized over the vesting term. These grants will generally vest over 3 years.

Consistent with the performance-based RSUs, the Company reevaluated the likelihood of achieving certain performance conditions associated with outstanding performance-based LTIP awards and concluded that it is no longer probable that the applicable performance targets for SS NOI Growth will be achieved by the end of the performance period for awards granted in 2024. As a result, during the three months ended June 30, 2025, the Company reversed previously recognized stock-based compensation expense of $8 million related to these awards.

The following represents a summary of outstanding LTIP Units:

	Time-based LTIP Units	Weighted average grant date fair value per unit		Performance-based LTIP Units	Weighted average grant date fair value per unit
Unvested as of December 31, 2024	1,218,732	$	87.86	1,776,421	$	89.85
Awards granted	149,433	56.21		466,557	59.50
Awards vested	(406,238)	87.86		—	—
Unvested as of June 30, 2025	961,927	$	82.95	2,242,978	$	83.54
Unvested as of September 30, 2025	961,927	$	82.95	2,242,978	$	83.54

As of ~~June~~September 30, 2025, there was $7060 million of unrecognized stock-based compensation cost related to unvested time-based LTIP Units that is expected to be recognized over a weighted-average period of 1.42 years.

As of ~~June~~September 30, 2025, there was $37 million of unrecognized stock-based compensation cost related to unvested performance-based LTIP Units that is expected to be recognized over a weighted-average period of 1.76 years.

Stock-Based Compensation Expense

The following table summarizes the Company’s stock-based compensation expense by line item in the condensed consolidated statements of operations and comprehensive income (loss):

	Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2025		2024		2025		2024
Cost of operations	$	4	$	—1	$	59	$	—1
General and administrative expense	2333		629		5992		1140
Acquisition, transaction, and other expense	21		—130		56		—130
Total stock-based compensation expense	$	2938	$	6160	$	69107	$	11171

3640

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

The following table summarizes the Company’s stock-based compensation expense by award type:

	Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2025		2024		2025		2024
Restricted Stock Units:
Time-based	$	1917	$	113	$	3552	$	114
Performance-based	34		—		59		—
LTIP Units:
Time-based	910		—10		2333		—10
Performance-based	~~(2)~~7		—3		613		—3
BGLH Restricted Class B units	—		3		—		6
Stock payment awards	—		114		—		114
Management Profits Interests Class C units	—		2		—		4
BGLH Restricted Class B units	—		5		—		11
Total stock-based compensation expense	$	29	$	6	$	69	$	11
Management Profits Interests Class C units	—		—		—		4
LLH Value Creation Unit Plan units settled through stock payment awards	—		15		—		15
Total stock-based compensation expense	$	38	$	160	$	107	$	171

(16)Related-party balances

The Company pays Bay Grove Management a transition services fee and reimburses certain expenses pursuant to a transition services agreement executed in connection with the IPO, which replaced a previously existing operating services agreement. Pursuant to the operating services agreement, Bay Grove Management provided certain management and operating services to the Company, and the Company is working with Bay Grove Management to internalize these services with Bay Grove Management’s assistance under the terms of the transition services agreement. During the three and ~~six~~nine months ended ~~June~~September 30, 2025, the Company recorded $32 million and $57 million, respectively, of expenses in General and administrative expense for transition and operating services and expense reimbursements. During the three and ~~six~~nine months ended ~~June~~September 30, 2024, the Company recorded $3 million and $69 million, respectively, of expenses in General and administrative expense for transition and operating services and expense reimbursements. Accounts payable and accrued liabilities included $1 million in transition services fees and expenses owed to Bay Grove Management as of December 31, 2024. No such amounts were outstanding as of ~~June~~September 30, 2025.

As of ~~June~~September 30, 2025 and December 31, 2024, Accrued dividends and distributions included dividends declared to all equity holders, including related parties.

The Company owns an investment stake in suppliers that are accounted for under the equity method of accounting, creating related-party relationships. The Company incurred costs of $36 million and $9 million with these suppliers for the ~~six~~three ~~months~~and ~~ended~~nine ~~June 30, 2025. An immaterial amount was incurred for the three~~ months ended ~~June~~September 30, 2025, respectively. The Company incurred costs of $15 million and $38 million with these suppliers for the three and ~~six~~nine months ended ~~June~~September 30, 2024, respectively. Accounts payable and accrued liabilities included $3 million owed to these suppliers as of ~~June~~September 30, 2025. No such payables were outstanding as of December 31, 2024.

As of ~~June~~September 30, 2025 and December 31, 2024, the Company had related-party receivables with minority interest partners and equity method investees of $1 million and $2 million, respectively. Related-party receivables are included in Accounts receivable, net in the condensed consolidated balance sheets. As of ~~June~~September 30, 2025 and December 31, 2024, the Company also had related-party payables of $2 million with minority interest partners. Related-party payables are included in Accounts payable and accrued liabilities in the condensed consolidated balance sheets.

In a prior period, the Operating Partnership issued notes to certain individual BGLH investors and Non-Company LPs in order to fund certain investor transactions. These notes were repaid in full during the ~~six~~nine months ended ~~June~~September 30, 2024.

3741

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

(17)Commitments and contingencies

(a)Self‑insured risks

The Company is self‑insured for workers’ compensation costs, with the Company’s workers’ compensation plan having an individual claim stop‑loss deductible of $1 million. Self‑insurance liabilities are determined by third-party actuaries. The Company has established restricted cash accounts with banks or directly with the insurers or letters of credit that are collateral for its self‑insured workers’ compensation obligations. The combined amount included in Accounts payable and accrued liabilities and Other long-term liabilities related to workers’ compensation liabilities as of ~~June~~September 30, 2025 and December 31, 2024 was $53 million and $52 million, respectively. The liability represents the gross amount excluding amounts receivable from the insurers. The total included in Prepaid expenses and other current assets and Other assets related to the receivables from insurers as of ~~June~~September 30, 2025 and December 31, 2024 was $16 million and $17 million, respectively.

The Company is also self‑insured for a portion of employee medical costs. The Company has a medical plan with a retained deductible. Medical self‑insurance liabilities are determined by third‑party actuaries. The total included in Accounts payable and accrued liabilities related to medical liabilities as of ~~June~~September 30, 2025 and December 31, 2024 was $1513 million and $11 million, respectively.

(b)Legal and regulatory proceedings

The Company, from time to time and in the normal course of business, is party to various claims, lawsuits, arbitrations, and regulatory actions (collectively, “Claims”). In particular, as the result of numerous ongoing construction activities, the Company may be a party to construction and/or contractor related liens and claims, including mechanic’s and materialmen’s liens. The Company is also party to various Claims related to commercial disagreements with customers or suppliers. Additionally, given the Company’s substantial workforce, and, in particular, its warehouse related workforce, the Company is party to various labor and employment related Claims, including, without limitation, Claims related to workers’ compensation, wage and hour, discrimination, and related matters. Finally, given the Company’s business of warehousing refrigerated food products and its utilization of anhydrous ammonia for its refrigeration systems (a known hazardous material), the Company is subject to the jurisdiction of various U.S. regulatory agencies, including, without limitation, the Department of Agriculture, Food and Drug Administration, Environmental Protection Agency (“EPA”), Department of Justice, Occupational Safety and Health Administration, and various other agencies in the locations in which the Company operates. Management of the Company believes the ultimate resolution of these matters will not have a material adverse effect on the condensed consolidated financial statements.

(c)Environmental matters

The Company is subject to a wide range of environmental laws and regulations in each of the locations in which the Company operates. Compliance with these requirements can involve significant capital and operating costs. Failure to comply with these requirements can result in civil or criminal fines or sanctions, claims for environmental damages, remediation obligations, the revocation of environmental permits, or restrictions on the Company’s operations.

The Company records accruals for environmental matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on current law and existing technologies. The Company believes it is in compliance with applicable environmental regulations in all material respects. Under various U.S. federal, state, and local environmental laws, a current or previous owner or operator of real estate may be liable for the entire cost of investigating, removing, and/or remediating hazardous or toxic substances on such property. Such laws often impose liability, whether or not the owner or operator knew of, or was responsible for, the contamination. Even if more than one person may have been responsible for the contamination, each person covered by the environmental laws may be held responsible for the entire clean-up cost. Most of the Company’s warehouses utilize anhydrous ammonia as a refrigerant. Anhydrous ammonia is classified as a hazardous chemical regulated by the EPA and various other agencies in the locations in which the Company operates, and an accident or significant release of anhydrous ammonia from a warehouse could result in injuries, loss of life, and property damage. There are no material liabilities arising out of environmental matters as of ~~June~~September 30, 2025 and December 31, 2024.

3842

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

(d)Occupational Safety and Health Act (OSHA)

The Company’s warehouses located in the U.S. are subject to regulation under OSHA, which requires employers to provide employees with an environment free from hazards, such as exposure to toxic chemicals, excessive noise levels, mechanical dangers, heat or cold stress, and unsanitary conditions. The cost of complying with OSHA and similar laws enacted by states and other jurisdictions in which the Company operates can be substantial, and any failure to comply with these regulations could expose the Company to substantial penalties and/or liabilities to employees who may be injured at the Company’s warehouses. The Company records accruals for OSHA matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. The Company believes that it is in compliance with all OSHA regulations in all material respects and that no material unrecorded liabilities exist as of ~~June~~September 30, 2025 and December 31, 2024.

(e)Kennewick, Washington warehouse fire

On April 21, 2024, a fire occurred at the Company’s warehouse in Kennewick, Washington, destroying the building and customer inventories. No employees or other parties were injured. The Company expects all repair, replacement, and clean-up costs to be covered by its insurance policies, excluding any deductibles and self-insured retentions. The net gain or loss is presented in Restructuring, impairment, and (gain) loss on disposals in the Company’s condensed consolidated statements of operations and comprehensive income (loss) and consisted of the following:

	Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2025		2024		2025		2024
Loss of carrying value of impaired assets	$	—	$	241	$	—	$	2425
Clean-up costs	—		912		1		921
Less: Insurance reimbursement	(1310)		(3218)		(3848)		(3250)
Net (gain) loss	$	(1310)	$	1(5)	$	(3747)	$	1(4)

On December 30, 2024, the Company received a demand letter regarding a potential class action lawsuit for damages to the local residents from the Kennewick fire. To date, no such lawsuit has been served or filed. The potential loss from such a lawsuit cannot be estimated at this time. In July 2025, the Company received a customer claim for inventories losses associated with the fire, to which the Company believes it has a strong defense to. The Company is not able to estimate the possible loss or range of loss in connection with this matter at this time but believes the ultimate outcome will not have a material adverse impact on the consolidated financial statements.

(f)Tax inquiry

~~The~~In 2025, the Company received an inquiry from a foreign tax authority related to a historical tax matter. The Company believes the tax authority’s position lacks merit and, if the tax authority were to pursue it, the Company has strong bases on which to vigorously defend the matter. If the tax authority were successful in challenging the Company’s position, it could have a material adverse effect on the consolidated financial statements.

3943

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

(g)City of St. Clair Shores v. Lineage, Inc., et al.

On August 1, 2025, a putative class action complaint was filed against the Company in the Eastern District of Michigan captioned City of St. Clair Shores Police and Fire Retirement System v. Lineage, Inc., et al., Case No. 2:25-cv-12383 (the “St. Clair Lawsuit”). The St. Clair Lawsuit alleges violations of Sections 11 and 15 of the Securities Act of 1933 on behalf of a putative class of investors who purchased the Company's common stock in the IPO. The complaint names as defendants the Company, certain of its current officers and directors, Bay Grove Capital Group LLC, and the Company’s underwriters in the IPO. The complaint alleges, among other things, that the Company and certain of its current officers and directors made false and misleading statements and failed to disclose certain information regarding the Company’s business prospects in the lead-up to the IPO. Plaintiffs seek damages, interest, costs, expenses, attorneys' fees, and other unspecified equitable relief. The case is at a preliminary stage. Defendants intend to vigorously defend against the claims in the St. Clair Lawsuit. The Company is not able to estimate the possible loss or range of loss in connection with this matter at this time.

(18)Accumulated other comprehensive income (loss)

The Company reports activity in AOCI for foreign currency translation adjustments and unrealized gains and losses on interest rate and foreign currency hedges. Activity within AOCI was as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2025		2024		2025		2024
Foreign currency translation adjustments:
Balance at beginning of period	$	(~~272~~108)	$	(~~210~~219)	$	(330)	$	(149)
Foreign currency translation adjustments	~~184~~(25)		~~(12)~~115		~~248~~223		~~(86)~~29
Amounts allocated to Noncontrolling interests and Redeemable noncontrolling interests	~~(20)~~2		2(13)		(2624)		10(3)
Reallocation due to change in Noncontrolling interest ownership percentage	—		(1)		—		65
Balance at end of period	$	(~~108~~131)	$	(~~219~~118)	$	(~~108~~131)	$	(~~219~~118)
Derivatives:
Balance at beginning of period	$	4129	$	~~113~~100	$	57	$	115
Unrealized gain (loss) on foreign currency hedges and interest rate hedges	34		10(26)		37		3913
Net amount reclassified from AOCI to net income (loss)	(19)		(2326)		(3857)		(4975)
Tax effect	21		—6		34		—6
Amounts allocated to Noncontrolling interests and Redeemable noncontrolling interests	21		15		45		16
Reallocation due to change in Noncontrolling interest ownership percentage	—		(1)		—		(65)
Balance at end of period	$	2916	$	~~100~~60	$	2916	$	~~100~~60
Accumulated other comprehensive income (loss)	$	(79115)	$	(~~119~~58)	$	(79115)	$	(~~119~~58)

4044

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

(19)Earnings (loss) per share

Basic EPS is calculated by dividing net income (loss) attributable to common stockholders of the Company by the weighted average common shares outstanding during the reporting period. Diluted EPS is calculated by dividing net income (loss) attributable to common stockholders adjusted for any dilutive instruments of the Company by the weighted average common shares and common share equivalents outstanding during the reporting period. A reconciliation of the basic and diluted EPS is as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions, except per share amounts)	2025		2024		2025		2024
Earnings (loss) per share - basic and diluted:
Net income (loss) attributable to Lineage, Inc.	$	(6100)	$	(68485)	$	(6106)	$	(~~108~~593)
Less: Redeemable noncontrolling interest redemption value adjustment	—		67		(2)		1118
Net income (loss) attributable to common stockholders - basic and diluted	$	(6)	$	(74)	$	(4)	$	(119)
Less: Reclassification of the Preference Shares	—		20		—		20
Weighted average common shares outstanding - basic and diluted	229		162		228		162
Net income (loss) attributable to common stockholders - basic and diluted	$	(100)	$	(512)	$	(104)	$	(631)
Net income (loss) per share attributable to common stockholders - basic and diluted	$	(0.03)	$	(0.46)	$	(0.02)	$	(0.73)
Weighted average common shares outstanding - basic and diluted	228		210		228		178
Net income (loss) per share attributable to common stockholders - basic and diluted	$	(0.44)	$	(2.44)	$	(0.46)	$	(3.54)

The Company’s potential dilutive securities have been excluded from the computation of diluted net earnings (loss) per share, as they are antidilutive. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net earnings (loss) per share attributable to common stockholders is the same.

The Company’s potential common share equivalents as of ~~June~~September 30, 2025 and 2024 are as follows:

•Non-Company LPs who hold partnership common units have certain redemption rights which allow them to require the Operating Partnership to repurchase the partnership common units in exchange for cash or, at the option of the Company, shares of Lineage, Inc. common stock. Other classes of Operating Partnership and LLH equity interests held by Non-Company LPs and BG Maverick, including Legacy OP Units, LTIP Units, and OPEUs may also be exchanged for partnership common units at future dates. The shares of Lineage, Inc. common stock which could be issued in connection with a hypothetical repurchase of currently outstanding partnership common units or potentially outstanding partnership common units issued in exchange for Legacy OP Units, LTIP Units, and OPEUs represent potential common share equivalents.

•The Company has issued certain Put Options and top-up rights. In accordance with ASC 260, Earnings per Share, the incremental shares associated with satisfaction of the Put Options utilizing proceeds of a hypothetical issuance of common shares at market prices represent potential common share equivalents. Payments of top-up rights in the form of shares of common stock would also represent potential common share equivalents.

•~~Prior~~The ~~to the completion of the IPO, the~~ Preference Shares further described in Note 2, Capital structure and noncontrolling interests ~~were~~will ~~convertible~~be atredeemed the option of the Co-Investor to Operating Partnership interests or common stock of the Company, depending on whether or not certain events occurred. The Operating Partnership interests or common stock of the Company that could have been issued in connection with a hypothetical conversion represented potential common share equivalents for ~~diluted EPS calculation for the three and six months ended June 30, 2024. The Co-Investor elected not to exercise their right to convert the Preference Shares, and the Co-Investor will now receive~~ cash or a variable number of shares of the Company’s common stock on October 1, 2026. The Company’s common shares that could be issued to the Co-Investor in settlement of the Preference Shares represent potential common share equivalents ~~for the three and six months ended June 30, 2025~~.

41•Contingent consideration in the form of Operating Partnership units issued in a 2020 acquisition, which shall be issued if a certain customer exercises its purchase option, represent potential common share equivalents.

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

•~~Contingent~~Time-based ~~consideration~~RSUs inand ~~the~~performance-based ~~form~~RSUs ofthat ~~Operating~~were ~~Partnership~~unvested ~~units~~as ~~issued~~of inSeptember 30, a2025 ~~2020~~and ~~acquisition~~September 30, ~~which~~2024 ~~shall~~represent bepotential ~~issued~~common ifshare aequivalents ~~certain~~because ~~customer~~upon ~~exercises~~vesting, ~~its~~the ~~purchase~~Company ~~option,~~will ~~represent~~issue ~~potential~~ common ~~share~~shares ~~equivalents~~to the awardee.

•Time-based RSUs and performance-based RSUs that were unvested as of June 30, 2024 and June 30, 2025 represent potential common share equivalents because upon vesting, the Company will issue common shares to the awardee.

•BGLH Restricted Units that were unvested as of June 30, 2024 represented potential common share equivalents because upon vesting, the Company would have to issue common shares to BGLH. There were no unvested BGLH Restricted Units as of June 30, 2025.

•Management Profits Interests Class C Units in LLH MGMT and LLH MGMT II that were unvested as of June 30, 2024 represented potential common share equivalents because upon vesting, they would be able to share in the profits of the Company, as defined in the LLH MGMT and LLH MGMT II operating agreements. Because the Class C Units did not yet share in distributions, the potential units would not be allocated any undistributed earnings for basic and diluted EPS calculations. There were no unvested Class C Units as of June 30, 2025.

(20)Segment information

Reportable Segments Information

The Company’s business is organized into two reportable segments, Global Warehousing and Global Integrated Solutions. The following table presents segment revenues, segment cost of operations, and segment net operating income (“NOI”), with a reconciliation to Net income (loss) before income taxes. All inter-segment transactions are not significant and have been eliminated in consolidation. Asset information by reportable segment is not presented, as the Company does not produce such information internally and the chief operating decision maker (“CODM”) does not use such information to manage the business. Capital expenditures for property, plant, and equipment presented below by segment are inclusive of purchases recorded in Accounts payable and accrued liabilities during each period.

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LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(in millions)

2025

2024

2025

2024

Global Warehousing revenues

~~970~~1,013

~~966~~972

12,~~914~~927

12,~~935~~907

Global Integrated Solutions revenues

~~380~~364

~~372~~363

~~728~~1,092

~~731~~1,094

Total net revenues

1,~~350~~377

1,~~338~~335

24,~~642~~019

24,~~666~~001

Global Warehousing operating costs:

Labor

~~368~~385

~~356~~352

~~724~~1,109

~~710~~1,062

Power

5162

5058

~~100~~162

97155

Other warehouse costs

~~184~~182

~~176~~179

~~363~~545

~~359~~538

Total Global Warehousing cost of operations

~~603~~629

~~582~~589

1,~~187~~816

1,~~166~~755

Global Integrated Solutions cost of operations(1)

~~312~~299

~~309~~307

~~603~~902

~~609~~916

Total segment cost of operations

~~915~~928

~~891~~896

12,~~790~~718

12,~~775~~671

Stock-based compensation expense and related employer-paid payroll taxes

—1

610

—1

Total cost of operations

~~920~~932

~~891~~897

12,~~796~~728

12,~~775~~672

Global Warehousing NOI

~~367~~384

~~384~~383

~~727~~1,111

~~769~~1,152

Global Integrated Solutions NOI

6865

6356

~~125~~190

~~122~~178

Total segment NOI

~~435~~449

~~447~~439

~~852~~1,301

~~891~~1,330

Reconciling items:

Stock-based compensation expense and related employer-paid payroll taxes in cost of operations

(54)

—(1)

(610)

—(1)

General and administrative expense

(~~143~~145)

(~~127~~143)

(~~297~~442)

(~~251~~394)

Depreciation expense

(~~170~~174)

(~~164~~156)

(~~328~~502)

(~~322~~478)

Amortization expense

(5456)

(5554)

(~~108~~164)

(~~108~~162)

Acquisition, transaction, and other expense

(3712)

(12592)

(5264)

(20612)

Restructuring, impairment, and gain (loss) on disposals

(323)

(158)

18(5)

(1523)

Equity income (loss), net of tax

3(2)

~~(1)~~—

(13)

(3)

Gain (loss) on foreign currency transactions, net

26(6)

214

4236

~~(9)~~5

Interest expense, net

(6768)

(~~148~~82)

(~~127~~195)

(~~287~~369)

Gain (loss) on extinguishment of debt

—(3)

—(6)

—(3)

(713)

Other nonoperating income (expense), net

1(57)

—1

1(56)

—1

Net income (loss) before income taxes

(14101)

(73588)

(6107)

(~~131~~719)

Capital expenditures for property, plant, and equipment:

Global Warehousing capital expenditures

~~127~~156

~~154~~137

~~215~~371

~~238~~375

Global Integrated Solutions capital expenditures

136

412

2026

Corporate capital expenditures

2728

3134

4876

5791

Total capital expenditures for property, plant, and equipment

~~156~~192

~~198~~177

~~267~~459

~~315~~492

(1) Cost of operations in the Global Integrated Solutions segment primarily consists of third-party carrier charges, labor, fuel, and rail and vehicle maintenance.

4347

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

(21)Subsequent events

(a)Sale of Spain transportation business

On July 11, 2025, the Company entered into an agreement to sell substantially all of its transportation business in Spain for immaterial cash consideration and certain contingent consideration that may be due to the Company upon a subsequent disposition of the business by the acquirer. The sale is expected to close in the second half of 2025, subject to regulatory closing conditions. The Company expects to close on the disposal by the end of 2025 and record an estimated loss of approximately $45 million, not including any assessment of goodwill for impairment. As of June 30, 2025, the Company had not committed to a plan to sell this business.

(b)Tax reform

On July 4, 2025, the One Big Beautiful Bill Act of 2025 was signed into U.S. law, which includes a broad range of tax reforms. The Company is evaluating the impact of this new law on the Company’s consolidated financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations should be read together with the condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q, as well as our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 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 our 2024 Annual Report on Form 10-K.

Management’s Overview

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 ~~June~~September 30, 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 500 warehouses predominantly located in densely populated critical-distribution markets, with 323 in North America, 89 in Europe, and 88 in Asia-Pacific.

We view, manage, and report on our business through two segments:

•Global warehousing, which utilizes our high-quality industrial real estate properties to provide temperature-controlled warehousing storage and services to our customers; and

•Global integrated solutions, which complements warehousing with supply chain services to facilitate the movement of products through the food supply chain to generate cost savings for customers and additional revenue streams for our company.

Components of Our Results of Operations

Global Warehousing Segment. Our primary business is owning and operating temperature-controlled warehouses.

Revenue. Our global warehousing segment revenues are generated from storing frozen and perishable food and other products and providing related warehouse services for our customers. Storage revenues relate to the act of storing products for our customers within our warehouses. Storage revenues can be in the form of storage fees we charge customers for utilization of non-exclusive space or a set amount of reserved space in a warehouse, blast freezing fees we charge customers for utilization of specific ultra-cold spaces within a warehouse designed to rapidly reduce product temperature, and rent we charge customers for the lease of warehouse space pursuant to a lease agreement.

Warehouse services fees relate to handling and other services required to prepare and move customers’ pallets into, out of, and around the facilities. As part of our warehouse services, we offer receipt, handling, case-picking, retrieval of products from storage, building customized pallets and repackaging, order assembly and load consolidation, exporting and importing support services, container handling, cross-docking, quality control, and government-approved storage and inspection, among other services.

We utilize one of four types of contracts with our customers for use of space within our warehouses – warehouse agreements, rate letters, tariff sheets, and lease agreements. We may have one contract with a customer that covers all of the warehouses where we store products for the customer or, more typically, multiple contracts with the same customer, which may be driven by a variety of factors, such as the geographic location of the products stored by the customer, the type of products stored by the customer, or the different business units of a customer.

•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

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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.

•Rate Letters. Rate letters are agreements that typically establish storage fee rates on products stored in our warehouses and rates for warehouse services pursuant to terms set forth on a standardized warehouse receipt and related rate schedule. Rate letters may have terms similar to our warehouse agreements, including minimum storage guarantees, and are typically for a term of one year or less. Rate letters generally require our customers to pay for storage in seven to 30-day increments.

•Tariff Sheets. Similar to rate letters, tariff sheets are agreements that establish storage fee rates on products stored in our warehouses and on an as-utilized, on-demand basis, pursuant to terms set forth on a standardized warehouse receipt but that do not require the customer to use our warehouse or for us to reserve space for these customers; however, our tariff sheets in certain jurisdictions may provide for a de minimis minimum monthly payment from a customer to maintain its access to a given warehouse. Our tariff sheets are updated annually, and the agreements are short-term in nature.

•Leases. We lease space to certain customers that desire to manage their own temperature-controlled warehousing or carry on processing operations in warehouses adjacent, or in close proximity, to their production facilities. Our customer leased warehouses are typically leased to third parties, such as food producers, distributors and retailers, under triple net lease agreements pursuant to which the customer is responsible for all costs incurred for facility maintenance, insurance, taxes, utilities, and other services necessary or appropriate for the applicable warehouse and the business conducted at the applicable warehouse. We typically charge rent based on the square footage leased in our warehouses. We consider the creditworthiness of a potential tenant to be an important consideration in determining whether to engage in a new lease agreement.

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.

Global Integrated Solutions Segment. Our global integrated solutions segment provides our customers with a comprehensive approach to facilitate the movement of products along the supply chain.

Revenues. Our integrated solutions revenues are primarily driven by transportation fees, which may also include fuel and capacity surcharges, to our customers for whom we arrange the transportation of their products. Within transportation, which is the largest component of our global integrated solutions segment, our core focus areas are multi-vendor less-than-full-truckload consolidation, drayage services to and from ports, transportation brokerage, and freight forwarding. We also provide rail transportation services and, in select markets, foodservice distribution and e-commerce fulfillment services.

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Cost of operations. Our global integrated solutions cost of operations consists primarily of third-party carrier charges, which are impacted by factors affecting those carriers, including truck and ocean liner capacity and driver and equipment availability in certain markets. Additionally, in certain markets we employ drivers and operate assets to serve our customers. Costs to operate these assets include wages (excluding stock-based compensation), fuel, tolls, insurance, and maintenance.

Other Consolidated Operating Expenses.

Depreciation and amortization expenses. Our depreciation and amortization expenses result primarily from the capital-intensive nature of our business. The principal components of depreciation relate to our warehouses, both owned and leased, including buildings and improvements, refrigeration equipment, racking, leasehold improvements, material handling equipment, furniture and fixtures, our computer hardware, and internal use software. We also incur depreciation related to owned transportation assets. Amortization relates primarily to intangible assets for customer relationships and finance lease right-of-use assets.

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.

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. 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.

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

Key Factors Affecting Our Business and Financial Results

Market Conditions

Our business is impacted by general economic and market conditions, as well as by national and international political, environmental, and socio-economic events.

Significant factors impacting our business have included:

•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 seeing pricing pressure in certain markets with excess capacity, but overall we expect pricing to remain stable for the remainder of the year 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 ~~our~~specific customers.; ~~While~~however, ~~certain~~overall ~~indicators~~demand ~~have~~in ~~suggested~~retail ~~downward~~and ~~progress~~foodservice inhas ~~inflation~~grown recently, ~~the~~according ~~global economy continues~~ to bemarket ~~impacted~~data. byInflation ~~elevated~~overall ~~inflation~~has ~~rates~~progressed ~~and~~toward ~~faces~~more ~~further~~normal ~~inflation risk. In addition~~levels, however tariff and other trade policies ~~may~~have ~~continue~~continued to cause overall uncertainty and ~~could~~aggravated ~~further~~inflation ~~aggravate~~in ~~inflation~~certain sectors.

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•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. ~~Recently~~In the third quarter of 2025, we ~~have~~saw ~~seen~~ a return to more normal seasonal inventory patterns, but occupancy levels ~~late in the second quarter and early into the third quarter of 2025~~ were muted. We still anticipate increases inearly ~~the~~into ~~second half of~~ the ~~year~~fourth quarter, driven by factors such as the end of the North ~~America~~American harvest season and holiday inventory build-ups,. ~~although~~While ~~softer than~~ our ~~prior~~total ~~expectations.~~occupancy ~~Occupancy~~outlook ~~and~~for ~~throughput~~the ~~are~~fourth ~~also~~quarter ~~impacted~~is byunchanged ~~import~~as ~~and~~compared ~~export activity, and could be impacted by changes in tariffs and trade policies. We are continuing~~ to ~~monitor the impact of tariffs on~~ our ~~and~~previous ~~our customers’ business~~expectations, ~~but~~ we ~~believe~~are ~~that~~seeing ~~over~~slightly ~~the~~lower ~~long-term,~~occupancy ~~end-consumer~~in ~~demand~~the ~~will remain consistent with historic levels~~U.S. Todue ~~optimize our global warehousing network and maximize NOI, we review our operations~~ to ~~determine~~less ~~whether~~than itexpected isnew ~~beneficial to reposition or temporarily idle existing warehouses or consolidate existing operations~~U.S. Ifbusiness ~~such~~in ~~actions~~the ~~are taken~~quarter, wewhich ~~strive~~is tobeing ~~relocate~~offset ~~customers affected~~ by ~~such~~higher ~~activities~~occupancy ~~into~~outside ~~other~~the ~~warehouses in our global warehousing network~~U.S.

Occupancy, throughput, and related ancillary services are also impacted by import and export activity, and we have seen notable impacts in the third quarter due to tariffs and trade policies. As trade agreements are reached, we are continuing to monitor the impact of tariffs on our and our customers’ business, but we believe that over the long-term, end-consumer demand will remain consistent with historic levels. Additionally, in recent years, new supply of temperature-controlled warehousing capacity has come online, which is impacting occupancy and throughput in certain markets with excess capacity, although new supply coming online is expected to come down from recent 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.

•Labor. Following headwinds in recent years from wage inflation, labor shortages, and team member turnover, our team has focused on strategic initiatives to decrease turnover through our stock-based compensation awards, higher wages, engagement best practices, and training to help retain talent. Retention has improved due to these internal efforts and macroeconomic factors.

•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.

Refer to Item 1A. “Risk Factors” of our 2024 Annual Report in Form 10-K for additional information.

Foreign Currency Translation Impact on Our Operations

Our consolidated revenues and expenses are subject to variations caused by the net effect of foreign currency translation on revenues and expenses incurred by our operations outside the United States. Future fluctuations of foreign currency exchange rates and their impact on our consolidated financial statements are inherently uncertain. Our primary currency exposures are to the euro, Canadian dollar, British pound sterling, and Australian dollar. Revenues and expenses are typically denominated in the local currency of the country in which they are derived or incurred, which partially mitigates the net impact of foreign currency fluctuations on our operating results and margins.

How We Assess the Performance of Our Business

Segment Net Operating Income or “Segment NOI”

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.

We also analyze the “segment NOI margin” for each of our business segments, which we calculate as segment NOI divided by segment revenues.

Same Warehouse Analysis

We define our “same warehouse” population annually at the beginning of the calendar year. Our same warehouse population includes properties that were owned, leased, or managed for the entirety of two comparable periods and that have reported at least twelve months of consecutive normalized operations prior to January 1 of the current calendar year. We define “normalized operations” as properties that have been open for operation or lease after development or significant modification, including the expansion of a warehouse footprint or a warehouse rehabilitation subsequent to an event, such as a natural disaster or similar event causing disruption to operations. In addition, our definition of “normalized operations” takes into account changes in the ownership structure (e.g., purchase of a previously leased warehouse would result in a change in the nature of expenditures in the compared periods), which would impact comparability in our global warehousing segment NOI.

48Acquired 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 September 30, 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.

operations” as properties that have been open for operation or lease after development or significant modification, including the expansion of a warehouse footprint or a warehouse rehabilitation subsequent to an event, such as a natural disaster or similar event causing disruption to operations. In addition, our definition of “normalized operations” takes into account changes in the ownership structure (e.g., purchase of a previously leased warehouse would result in a change in the nature of expenditures in the compared periods), which would impact comparability in our global warehousing segment NOI.

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 June 30, 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.

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 plan, 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.

The following table shows the composition of our warehouse portfolio as of ~~June~~September 30, 2025.

Total warehouses(1)			481
Same warehouse facilities			~~421~~418
Non-same warehouse facilities			6063
(1) Excludes 19 warehouses in our global integrated solutions segment as of June 30, 2025. We categorize warehouses as part of our global integrated solutions segment if the primary business conducted in those warehouses is within our global integrated solutions segment.
(1) Excludes 19 warehouses in our global integrated solutions segment as of September 30, 2025. We categorize warehouses as part of our global integrated solutions segment if the primary business conducted in those warehouses is within our global integrated solutions segment.

Same warehouse NOI is not a measurement of financial performance under GAAP. In addition, other companies providing temperature-controlled warehouse storage and handling and other warehouse services may not define same warehouse or calculate same warehouse NOI in a manner consistent with our definition or calculation. Same warehouse NOI should be considered as a supplement, but not as an alternative, to our results calculated in accordance with GAAP. We provide reconciliations of these measures in the discussions of our comparative results of operations below.

Economic Occupancy of Our Warehouses

We define average economic occupancy as the aggregate number of physical pallets on hand and any additional pallet positions otherwise contractually committed and paid for by customers for a given period divided by the approximate number of average physical pallet positions in our warehouse for the applicable period. We estimate the number of contractually committed pallet positions by taking into account the actual pallet commitment specified in each customer’s warehouse agreement and subtracting the physical pallets on hand for that customer. We regard economic occupancy as an important driver of our financial results.

Physical Occupancy of Our Warehouses

We define average physical occupancy as the average number of physical pallets on hand divided by the estimated number of average physical pallet positions in our warehouses for the applicable period. We estimate the number of physical pallet positions by taking into account actual racked space and by estimating unracked space on an as-if-racked basis. We base this estimate on a formula utilizing the total cubic feet of each room within the warehouse that is unracked divided by the volume of an assumed rack space that is consistent with the characteristics of the relevant warehouse. The number of our pallet positions is reviewed and updated quarterly, taking into account changes in racking configurations and other warehouse attributes. We regard physical occupancy as an important driver of our financial results.

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by taking into account actual racked space and by estimating unracked space on an as-if-racked basis. We base this estimate on a formula utilizing the total cubic feet of each room within the warehouse that is unracked divided by the volume of an assumed rack space that is consistent with the characteristics of the relevant warehouse. The number of our pallet positions is reviewed and updated quarterly, taking into account changes in racking configurations and other warehouse attributes. We regard physical occupancy as an important driver of our financial results.

Throughput at Our Warehouses

The level and nature of throughput at our warehouses is an important factor impacting our warehouse services revenues. Throughput refers to the volume of inbound pallets that enter our warehouses plus the volume of outbound pallets that exit our warehouses, divided by two. Higher levels of throughput drive warehouse services revenues in our global warehousing segment, as customers are typically billed transactionally for these services. The nature of throughput may be driven by the expected inventory turns of the underlying product or commodity. Throughput pallets can be influenced by both customers’ production as well as shifts in demand preferences. Customers’ production levels, which respond to market conditions, labor availability, supply chain dynamics, and consumer preferences, may impact inbound pallets. Similarly, a change in inventory turnover due to shift in consumer demand may impact outbound pallets.

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Results of Operations

The following discussion represents our analysis of results of operations for the three and ~~six~~nine months ended ~~June~~September 30, 2025 as compared to the three and ~~six~~nine months ended ~~June~~September 30, 2024.

Comparison of Results for the Three Months Ended ~~June~~September 30, 2025 and 2024

Global Warehousing Segment

The following table presents the operating results of our global warehousing segment for the three months ended ~~June~~September 30, 2025 and 2024.

	Three Months Ended June 30,
	Three Months Ended September 30,
	2025			2024			Change
	(in millions except revenue per pallet)
Warehouse storage	$	~~514~~518		$	~~510~~508		02.80	%
Warehouse services	~~456~~495			~~456~~464			—6.7	%
Total global warehousing segment revenues	~~970~~1,013			~~966~~972			0.4.2	%
Labor(1)	~~368~~385			~~356~~352			39.4	%
Power	5162			5058			26.09	%
Other warehouse costs(2)	~~184~~182			~~176~~179			41.57	%
Total global warehousing segment cost of operations	~~603~~629			~~582~~589			3.6.8	%
Global warehousing segment NOI	$	~~367~~384		$	~~384~~383		(40.4)3	%
Total global warehousing segment margin	37.89		%	39.84		%	(~~200~~150) ~~bps~~	bps
Number of warehouse sites	481			~~464~~468
Warehouse storage(3)
Average economic occupancy
Average occupied economic pallets (in thousands)	78,~~998~~194			8,~~098~~078			(1.2)4	%
Economic occupancy percentage	7980.13		%	82.90		%	(~~380~~170) ~~bps~~	bps
Storage revenue per economic occupied pallet	$	6463.1225		$	6362.0185		10.86	%
Average physical occupancy
Average physical occupied pallets (in thousands)	7,~~412~~521			7,~~479~~431			(01.9)2	%
Average physical pallet positions (in thousands)	10,~~107~~205			9,~~764~~849			3.56	%
Physical occupancy percentage	73.37		%	7675.64		%	(~~330~~170) ~~bps~~	bps
Storage revenue per physical occupied pallet	$	6968.2091		$	68.2632		10.49	%
Warehouse services(3)
Throughput pallets (in thousands)	1314,~~130~~137			13,~~177~~188			(07.4)2	%
Warehouse services revenue per throughput pallet	$	3132.7721		$	3132.6321		~~0.4~~—	%
(1) Labor cost of operations excludes $4 million of stock-based compensation expense and related employer-paid payroll taxes for the three months ended June 30, 2025.
(1) Labor cost of operations excludes $2 million and $1 million of stock-based compensation expense and related employer-paid payroll taxes for the three months ended September 30, 2025 and 2024, respectively.
(2) Includes real estate rent expense (operating leases) of $23 million and $25 million for the three months ended June 30, 2025 and 2024, respectively, and non-real estate rent expense (equipment lease and rentals) of $5 million and $4 million for the three months ended June 30, 2025 and 2024, respectively.
(2) Includes real estate rent expense (operating leases) of $23 million and $25 million for the three months ended September 30, 2025 and 2024, respectively, and non-real estate rent expense (equipment lease and rentals) of $4 million and $3 million for the three months ended September 30, 2025 and 2024, respectively.
(3) Warehouse storage and warehouse services metrics exclude facilities owned or leased by the customer for which we manage the warehouse operations on their behalf (“managed sites”).

Global warehousing segment revenues were $970 million for the three months ended June 30, 2025, an increase of $4 million, or 0.4%, compared to $966 million for the three months ended June 30, 2024. The net increase was primarily driven by a $30 million 54

51Global warehousing segment revenues were $1,013 million for the three months ended September 30, 2025, an increase of $41 million, or 4.2%, compared to $972 million for the three months ended September 30, 2024. The net increase was primarily driven by a $59 million increase in our non-same warehouse pool, partially offset by a $18 million decrease in our same warehouse pool, further discussed below. The foreign currency translation of revenues earned by our foreign operations had a $7 million favorable impact compared to the three months ended September 30, 2024.

Global warehousing segment cost of operations was $629 million for the three months ended September 30, 2025, an increase of $40 million, or 6.8%, compared to $589 million for the three months ended September 30, 2024. The net increase was primarily driven by a $45 million increase in costs of our non-same warehouse pool, partially offset by a $265 million decrease in costs of our same warehouse pool, further discussed below. The foreign currency translation of ~~revenues~~cost ~~earned~~of byoperations from our foreign operations had a $65 million ~~favorable~~unfavorable impact compared to the three months ended ~~June~~September 30, 2024.

Global warehousing segment ~~cost~~NOI ~~of operations~~ was $~~603~~384 million for the three months ended ~~June~~September 30, 2025, an increase of $211 million, or 30.63%, compared to $~~582~~383 million for the three months ended ~~June~~September 30, 2024. The net increase ~~was~~included ~~primarily~~an ~~driven~~increase byof a $2414 million ~~increase~~ in ~~costs of~~ our non-same warehouse pool, partially offset by a decrease of $313 million ~~decrease~~ in ~~costs of~~ our same warehouse pool~~, further discussed below~~. The foreign currency translation ~~of cost of operations~~ from our foreign operations had a $4 2 million ~~unfavorable~~net favorable impact compared to the three months ended ~~June~~September 30, 2024.

Global warehousing segment NOI was $367 million for the three months ended June 30, 2025, a decrease of $17 million, or 4.4%, compared to $384 million for the three months ended June 30, 2024. The net decrease included a decrease of $23 million in our same warehouse pool, partially offset by a net increase of $6 million in our non-same warehouse pool. The foreign currency translation from our foreign operations had a $2 million net impact compared to the three months ended June 30, 2024.55

Same Warehouse Results

The following table presents revenues, cost of operations, same warehouse NOI, and margins for our same warehouses for the three months ended ~~June~~September 30, 2025 and 2024.

	Three Months Ended June 30,
	Three Months Ended September 30,
	2025			2024			Change
	(in millions except revenue per pallet)
Warehouse storage	$	~~462~~470		$	~~477~~474		(30.18)	%
Warehouse services	~~421~~422			~~432~~436			(23.52)	%
Total same warehouse revenues	~~883~~892			~~909~~910			(2.90)	%
Labor	~~333~~332			~~336~~330			(0.9)6	%
Power	4554			4654			~~(2.2)~~—	%
Other warehouse costs	~~162~~155			~~161~~162			0(4.63)	%
Total same warehouse cost of operations	~~540~~541			~~543~~546			(0.69)	%
Same warehouse NOI	$	~~343~~351		$	~~366~~364		(6.3.6)	%
Total same warehouse margin	3839.83		%	40.30		%	(~~150~~70) ~~bps~~	bps
Number of same warehouse sites	~~421~~418			~~421~~418
Warehouse storage(1)
Economic occupancy
Average occupied economic pallets (in thousands)	7,~~307~~372			7,~~611~~501			(41.07)	%
Economic occupancy percentage	8082.63		%	83.41		%	(~~280~~80) ~~bps~~	bps
Storage revenue per economic occupied pallet	$	63.2576		$	6263.7320		0.89	%
Physical occupancy
Average physical occupied pallets (in thousands)	6,~~763~~738			76,~~018~~893			(32.62)	%
Average physical pallet positions (in thousands)	98,~~062~~961			9,~~130~~029			(0.78)	%
Physical occupancy percentage	7475.62		%	76.93		%	(~~230~~110) ~~bps~~	bps
Storage revenue per physical occupied pallet	$	6869.3476		$	68.0478		01.4	%
Warehouse services(1)
Throughput pallets (in thousands)	1112,~~967~~066			12,~~368~~310			(3.2.0)	%
Warehouse services revenue per throughput pallet	$	31.8966		$	3132.7513		0(1.45)	%
(1) Warehouse storage and warehouse services metrics exclude managed sites.

Same warehouse storage revenues decreased $154 million, or 30.18%, compared to the three months ended ~~June~~September 30, 2024, primarily driven by ~~changes in customer mix and by~~ lower average occupancy, ~~offsetting~~partially ~~the~~offset by an increase in average rates. Economic occupancy decreased by ~~280~~80 basis points, as our customers rationalized inventory and production levels during continued economic pressures. Same warehouse storage revenues per economic occupied pallet increased 0.89% compared to three months ended ~~June~~September 30, 2024, primarily driven by favorable rates, as discussed above, and other changes in our business profile in response to changing customer needs.

Same warehouse services revenues decreased $1114 million, or 23.52%, compared to the three months ended ~~June~~September 30, 2024, primarily due to lower throughput volumes, lower average rates, and other changes in our business profile in response to changing customer needs. Same warehouse services revenue per throughput pallet ~~increased~~decreased 01.45% compared to the three months ended ~~June~~September 30, 2024. Throughput pallets at our same warehouses decreased 3.2.0% compared to the three months ended ~~June~~September 30, 2024, primarily driven by customer rationalization of inventory and production levels, as discussed above.

5356

Same warehouse cost of operations decreased $35 million, or 0.69%, compared to the three months ended ~~June~~September 30, 2024, primarily driven by lower ~~labor~~other ~~and~~warehouse ~~power~~ costs resulting from decreases in occupancy and throughput volumes discussed above.

Non-Same Warehouse Results

The following table presents revenues, cost of operations, non-same warehouse NOI, and margins for our non-same warehouses for the three months ended ~~June~~September 30, 2025 and 2024.

	Three Months Ended June 30,
	Three Months Ended September 30,
	2025			2024			Change
	(in millions except revenue per pallet)
Warehouse storage	$	5248		$	3334		5741.62	%
Warehouse services	3573			2428			45160.87	%
Total non-same warehouse revenues	87121			5762			5295.62	%
Labor	3553			2022			75140.09	%
Power	68			4			50100.0	%
Other warehouse costs	2227			1517			4658.78	%
Total non-same warehouse cost of operations	6388			3943			61104.57	%
Non-same warehouse NOI	$	2433		$	1819		3373.37	%
Total non-same warehouse margin	27.63		%	3130.6		%	(~~400~~330)	bps
Number of non-same warehouse sites(1)	6063			4350
Warehouse storage (2)

Filing Compare · Lineage, Inc.