COLD 10-K & 10-Q changes, risk factors and insider trading
Americold Realty Trust · NYSE · Real Estate Investment Trusts · CIK 1455863 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Risks Related to our Business and Operations”
New heading “Our investments are concentrated in the temperature-controlled warehouse industry and in certain geographic areas.”
New heading “Inflation has and may continue to have a negative impact on our business and results of operations.”
New heading “Labor shortages, increased turnover and work stoppages have in the past, and may in the future, disrupt our operations, increase costs and negatively impact our profitability.”
New heading “Wage increases driven by competitive pressures or applicable legislation on employee wages and benefits could negatively affect our operating margins and our ability to attract qualified personnel.”
New heading “We are exposed to risks associated with expansion and development, which could result in returns below expectations and unforeseen costs and liabilities.”
New heading “The short-term nature and lack of fixed storage commitments of many of our customer contracts exposes us to certain risks that could have a material adverse effect on us.”
New heading “A portion of our future growth depends upon our ability to identify and successfully integrate acquisitions.”
New heading “We may be unable to successfully expand our operations into new markets.”
New heading “A failure of our IT systems, cybersecurity attacks or a breach of our information security systems, networks or processes could cause business disruptions and the loss of confidential information and may materially adversely affect our business.”
New heading “We depend on information technology systems to operate our business, and issues with maintaining, upgrading or implementing these systems, could have a material adverse effect on our business.”
New heading “We are subject to additional risks with respect to our current and potential international operations and properties.”
New heading “Competition in our markets may increase over time if our competitors open new or expand existing warehouses.”
New heading “Power costs may increase or be subject to volatility, which could result in increased costs that we may be unable to recover.”
New heading “We depend on certain customers for a substantial amount of our Warehouse segment revenues.”
New heading “Foreign exchange rates and other hedging activity exposes us to risks, including the risk that a counterparty will not perform and that the hedge will not yield the benefits we anticipate.”
New heading “We may incur liabilities or harm our reputation as a result of quality-control issues associated with our warehouse storage and other services.”
New heading “We use in-house trucking services to provide transportation services to certain of our customers, and any increased severity or frequency of accidents or other claims, changes in regulations or disruptions in services could have a material adverse effect on us.”
New heading “We participate in multiemployer pension plans administered by labor unions. To the extent we or other employers withdraw from participation in any of these plans, we could face additional liability from our participation therein.”
New heading “We hold leasehold interests in many of our warehouses, and we may be forced to vacate our warehouses if we default on our obligations thereunder and we will be forced to vacate our warehouses if we are unable to renew such leases upon their expiration.”
New heading “Charges for impairment of goodwill or other long-lived assets and declines in real estate valuations could adversely affect our financial condition and results of operations.”
New heading “Geopolitical conflicts may adversely affect our business and results of operations.”
New heading “General Risks Related to the Real Estate Industry”
New heading “Our performance and value are subject to economic conditions affecting the real estate market generally, and temperature-controlled warehouses in particular, as well as the broader economy.”
New heading “We could incur significant costs and liabilities due to environmental problems.”
New heading “Risks related to climate change could have a material adverse effect on our results of operations.”
New heading “Our properties may contain or develop harmful molds or have other air quality issues, which could lead to financial liability for adverse health effects to our associates or third parties, and costs of remediating the problem.”
New heading “Illiquidity of real estate investments, particularly our specialized temperature-controlled warehouses, could significantly impede our ability to respond to adverse changes in the performance of our business and properties.”
New heading “Our insurance coverage may be insufficient.”
New heading “Costs of complying with governmental laws and regulations could adversely affect us and our customers.”
New heading “We face ongoing litigation risks which could result in material liabilities and harm to our business regardless of whether we prevail in any particular matter.”
New heading “Uncertainty about U.S. federal initiatives could negatively impact our business, financial condition and results of operations.”
New heading “We are currently invested in a joint venture and may invest in additional joint ventures in the future and face risks stemming from our partial ownership interests in such properties which could materially and adversely affect the value of any such joint venture investments.”
New heading “Risks Related to Our Debt Financings”
New heading “We have a substantial amount of indebtedness that may limit our financial and operating activities.”
New heading “Increases in interest rates could increase the amount of our debt payments.”
New heading “We are dependent on external sources of capital, the continuing availability of which is uncertain.”
New heading “Adverse changes in our credit ratings could negatively impact our financing activity.”
New heading “Risks Related to our Organization and Structure”
New heading “Our Board can take many actions even if you and other stockholders disagree with such actions or if they are otherwise not in your best interest as a stockholder.”
New heading “The REIT ownership limit rules and the related restrictions on ownership and transfer contained in our articles of incorporation have an anti-takeover effect.”
New heading “We have fiduciary duties as general partner to our Operating Partnership, which may result in conflicts of interests in representing your interests as stockholders of our company.”
New heading “Risks Related to our Common Stock”
New heading “Our cash available for distribution to stockholders may not be sufficient to pay distributions at expected levels, or at all, and we may need to increase our borrowings or otherwise raise capital in order to make such distributions; consequently, we may not be able to make such distributions in full.”
New heading “Any future debt, which would rank senior to our common stock upon liquidation, or equity securities, which could dilute our existing stockholders and may be senior to our common stock for the purposes of distributions, may adversely affect the market price of our common stock.”
New heading “Common stock eligible for future sale may have adverse effects on the market price of our common stock.”
New heading “REIT and Tax Related Risks”
New heading “Failure to qualify as a REIT for U.S. federal income tax purposes would have a material adverse effect on us.”
New heading “To qualify as a REIT, we must meet annual distribution requirements, which could result in material harm to our company if they are not met.”
New heading “We conduct a portion of our business through TRSs, which are subject to certain tax risks.”
New heading “Complying with REIT requirements may cause us to forgo otherwise attractive opportunities or liquidate certain of our investments.”
New heading “Future changes to the U.S. federal income tax laws could have an adverse impact on our business and financial results.”
New heading “Distributions payable by REITs generally do not qualify for the reduced tax rates that apply to certain other corporate distributions, potentially making an investment in our company less advantageous for certain persons than an investment in an entity with different tax attributes.”
New heading “In certain circumstances, we may be subject to U.S. federal, state, local or foreign taxes, which would reduce our funds available for distribution to our stockholders.”
New heading “Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.”
New heading “If our Operating Partnership fails to qualify as a partnership for U.S. federal income tax purposes, we would fail to qualify as a REIT.”
Largest changes
“Our investigation into the Cyber incident revealed unauthorized access to personal information. As a result of this unauthorized access, purported class action lawsuits were filed against the company. We may also be subject to subsequent investigations, claims or actions in addition to other costs, fines, penalties, or other obligations related to impacted data. …”see in full comparison
“There is significant uncertainty with respect to legislation, regulation and government policy at the federal level, as well as the state and local levels. Recent events have created a climate of heightened uncertainty and introduced new and difficult-to-quantify macroeconomic and political risks with potentially far-reaching implications. Recent changes to U.S. policy may impact, among other things, the U.S. and global economy, international trade and relations, unemployment, immigration, taxes, healthcare, the U.S. regulatory environment, inflation and other areas. For example, the U.S. …”see in full comparison
“We may also incorporate, directly or through our technology partners, artificial intelligence (“AI”) solutions into our business, and these solutions, and possible future generative AI solutions, may become more important in our operations over time. …”see in full comparison
“Charges for impairment of goodwill or other long-lived assets and declines in real estate valuations could adversely affect our financial condition and results of operations.”see in full comparison
“We hold leasehold interests in many of our warehouses, and we may be forced to vacate our warehouses if we default on our obligations thereunder and we will be forced to vacate our warehouses if we are unable to renew such leases upon their expiration.”see in full comparison
“Our ability to successfully implement our business strategy depends upon our ability to attract and retain talented people and effectively manage our human capital. The labor markets in the industries in which we operate are competitive. We have historically experienced and may in the future experience increased labor shortages at some of our warehouses and other locations in addition to ordinary course turnover of employees. …”see in full comparison
Full comparison: every changed paragraph (230)
•failure to execute on growth strategies and opportunities;
•we may be unable to successfully expand our operations into new markets and products;
Risk Factors
Set forth below are certain risk factors that could harm our business, results of operations and financial condition. You should carefully read the following risk factors, together with the financial statements, related notes and other information contained in this Annual Report on Form 10-K. Our business, financial condition and operating results may suffer if any of the following risks are realized. If any of these risks or uncertainties occur, the trading price of our common stock could decline and you might lose all or part of your investment. This Annual Report on Form 10-K contains forward-looking statements that contain risks and uncertainties. Please refer to the discussion of “Cautionary Statement Regarding Forward-Looking Statements” for more information.
Risks Related to our Business and Operations
Our investments are concentrated in the temperature-controlled warehouse industry and in certain geographic areas.
Our investments in real estate assets are concentrated in the industrial real estate industry, specifically in temperature-controlled warehouses, which exposes us to the risk of economic downturns to a greater extent than if our business activities included a more significant portion of other sectors of the real estate market. We are also exposed to fluctuations in the markets for, and production of, the commodities and finished products that we store in our warehouses. Although our customers store a diverse product mix in our temperature-controlled warehouses, any declines in production of or demand for their products could cause our customers to reduce their inventory levels at our warehouses, which could reduce the storage and other fees payable to us and materially and adversely affect us.
Our warehouses are subject to electrical power outages and breakdowns of our refrigeration equipment. We could incur financial obligations to, or be subject to lawsuits by, our customers in connection with these occurrences, which may not be covered by insurance. Any loss of services or product damage could reduce the confidence of our customers in our services and could consequently impair our ability to attract and retain customers. Additionally, in the event of the complete failure of our refrigeration equipment, we would incur significant costs in repairing or replacing our refrigeration equipment, which may not be covered by insurance. Any of the foregoing could have a material adverse effect on us. The infrastructure at our temperature-controlled warehouses may become obsolete or unmarketable due to the development of, or demand for, more advanced equipment or enhanced technologies, including increased automation of our warehouses, which may entail significant start-up costs and time and may not perform as expected. We may not be able to upgrade our warehouses on a cost-effective basis in response to customer demands. The obsolescence of our infrastructure or our inability to upgrade our warehouses could have a material adverse effect on us.
Although we own or hold leasehold interests in warehouses across the United States and globally, many of these warehouses are concentrated in a few geographic areas. As such, if warehouses were impacted in certain geographic locations, it could have a disproportionate impact on our operations. We could be materially and adversely affected if conditions in any of the markets in which we have a concentration of properties become less favorable. Such conditions may include natural disasters, periods of economic slowdown or recession, localized oversupply in warehousing space or reductions in demand for warehousing space, adverse agricultural events, disruptions in logistics systems, such as transportation and tracking systems for our customers’ inventory, and power outages. Adverse agricultural events include, but are not limited to, the cost of commodity inputs, drought and disease. In addition, adverse weather patterns may affect local harvests, which could have an adverse effect on our customers and cause them to reduce their inventory levels at our warehouses, which could in turn materially and adversely affect us.
Inflation has and may continue to have a negative impact on our business and results of operations.
Certain of our expenses, including utility costs (power in particular), labor costs, interest expense, property taxes, insurance premiums, equipment repair expenses and replacement and other operating expenses are subject to inflationary pressures that have and may continue to negatively impact our business and results of operation. While we seek to mitigate the impact of inflation, there can be no assurance that we will be able to offset inflation-related cost increases in whole or in part, which could adversely impact our profit margins.
Labor shortages, increased turnover and work stoppages have in the past, and may in the future, disrupt our operations, increase costs and negatively impact our profitability.
Our ability to successfully implement our business strategy depends upon our ability to attract and retain talented people and effectively manage our human capital. The labor markets in the industries in which we operate are competitive. We have historically experienced and may in the future experience increased labor shortages at some of our warehouses and other locations in addition to ordinary course turnover of employees. A number of factors have had and may continue to have adverse effects on the labor force available to us, including reduced employment pools, and other government regulations, which include laws and regulations related to workers’ health and safety, wage and hour practices and immigration. Labor shortages and increased turnover rates within our associate ranks have led to and could in the future lead to increased costs, such as increased overtime to meet demand and increased wage rates to attract and retain associates and could negatively affect our ability to efficiently operate our facilities or otherwise operate at full capacity. An overall or prolonged labor shortage, increased turnover and labor inflation could have a material adverse impact on our operations, results of operations, liquidity or cash flows.
Furthermore, certain portions of our workforce are subject to collective bargaining agreements. As of December 31, 2025, worldwide, we employed approximately 12,690 people, approximately 23% of whom were represented by various local labor unions. Unlike owners of industrial warehouses, we hire our own workforce to handle product in and out of storage for our customers. Strikes, slowdowns, lockouts or other industrial disputes could cause us to experience a significant disruption in our operations, as well as increase our operating costs, which could materially and adversely affect us. If a greater percentage of our workforce becomes unionized, or if we fail to re-negotiate our expired or expiring collective bargaining agreements on favorable terms in a timely manner, we could be materially and adversely affected.
Additionally, our customers’ operations are subject to labor shortages and disruptions which could negatively affect their production capability, resulting in reduced volume of product for storage. In addition, labor shortages and disruptions impacting the transportation industry may hamper the timely movement of goods into and out of our warehouses. These labor shortages and disruptions could in turn have a material adverse effect on us.
Wage increases driven by competitive pressures or applicable legislation on employee wages and benefits could negatively affect our operating margins and our ability to attract qualified personnel.
Our hourly associates in the U.S. and internationally are typically paid wage rates above the applicable minimum wage. However, increases in the minimum wage will increase our labor costs if we are to continue paying our hourly associates a proportional amount above the applicable minimum wage. If we are unable to continue paying our hourly associates above the applicable minimum wage and otherwise offer attractive employee benefits at a suitable cost, we may be unable to hire and retain qualified personnel. If minimum wage increases were to occur nationally or in specific markets in which we operate, our operating margins would be negatively affected.
We are exposed to risks associated with expansion and development, which could result in returns below expectations and unforeseen costs and liabilities.
We have engaged, and expect to continue to engage, in expansion and development activities with respect to certain of our legacy or newly acquired properties. Expansion and development activities subject us to certain risks not present in the acquisition of existing properties (the risks of which are described below), including, without limitation, the following:
•our pipeline of expansion and development opportunities is at various stages of discussion and consideration and many of them may not be pursued or completed;
•the availability and timing of financing on favorable terms;
•the availability and timely receipt of zoning and regulatory approvals;
•the cost and timely completion within budget of construction due to increased land, materials, equipment, labor or other costs (including risks beyond our control, such as weather or labor conditions, or material shortages, or increased costs resulting from the imposition of tariffs), which could make completion of a warehouse or the expansion thereof uneconomical, and we may not be able to increase revenues to compensate for the increase in construction costs;
•we may be unable to complete construction of a warehouse or the expansion thereof on schedule due to availability of labor, equipment or materials or other factors outside of our control, resulting in increased debt service expense and construction costs;
•supply chain disruptions or delays in receiving materials or support from vendors or contractors could impact the timing of stabilization of expansion and development projects;
•the potential that we may expend funds on and devote management time and attention to projects which we do not complete;
•market conditions may change during the course of development, which may make such development less attractive than at the time it was commenced;
•a completed expansion project or a newly-developed warehouse may fail to achieve, or take longer than anticipated to achieve, expected occupancy rates and may fail to perform as expected;
•expansion related to new business ventures, including storage of non-food products, may not be available on terms acceptable to the Company or may fail to achieve results as expected;
•projects to automate our existing or new warehouses may not perform as expected or achieve the anticipated operational efficiencies; and
•we may not be able to achieve targeted returns and budgeted stabilized returns on invested capital on our expansion and development opportunities due to the risks described above, and an expansion or development may not be profitable and could lose money.
These risks could create substantial unanticipated delays and expenses and, in certain circumstances, prevent the initiation or completion of expansion or development as contemplated or at all, any of which could materially and adversely affect us.
The short-term nature and lack of fixed storage commitments of many of our customer contracts exposes us to certain risks that could have a material adverse effect on us.
Our customer contracts that do not contain fixed storage commitments typically do not require our customers to utilize a minimum number of pallet positions or provide for guaranteed fixed payment obligations from our customers to us. Additionally, we have discrete pricing for our customers based upon their unique profiles. Therefore, a shift in the mix of our customers or their business types could negatively impact our financial results.
The storage and other fees we generate from customers with month-to-month warehouse rate agreements may be adversely affected by declines in market storage and other fee rates more quickly than with respect to our contracts that contain stated terms. There also can be no assurance that we will be able to retain any customers upon the expiration of their contracts or leases. If we cannot retain our customers, or if our customers that are not party to contracts with fixed storage commitments elect not to store goods in our warehouses or if our fixed storage commitment contract customers terminate or cancel their contracts, we may be unable to find replacement customers on favorable terms and we may incur significant expenses in obtaining replacement customers and repositioning warehouses to meet their needs. Any of the foregoing could materially and adversely affect us.
A portion of our future growth depends upon our ability to identify and successfully integrate acquisitions.
Our ability to expand through acquisitions requires us to identify and complete acquisitions that are compatible with our growth strategy and to successfully integrate and operate these newly-acquired businesses. Our ability to identify and acquire suitable properties on favorable terms and to successfully integrate is subject to the following risks:
•we face competition from other real estate investors with significant capital, which may be able to accept more risk than we can prudently manage, including risks associated with paying higher acquisition prices;
•we may incur significant costs and divert management’s attention in connection with evaluating and negotiating potential acquisitions, including ones that we are subsequently unable to complete;
•we may be unsuccessful in integrating and operating such properties in accordance with our expectations;
•our cash flow from an acquired property may be insufficient to meet our required principal and interest payments with respect to any debt used to finance the acquisition of such property;
•we may face opposition from governmental authorities or third parties alleging that potential acquisition transactions are anti-competitive, and as a result, we may have to spend a significant amount of time and expense to respond to related inquiries, or governmental authorities may prohibit the transaction or impose terms or conditions that are unacceptable to us;
•we may fail to obtain financing for an acquisition on favorable terms or at all;
•we may spend more than budgeted amounts to meet customer specifications on a newly-acquired warehouse;
•market conditions may result in higher than expected vacancy rates and lower than expected storage charges, rent or other fees; or
•we may, without any recourse, or with only limited recourse, acquire properties subject to environmental and other historical liabilities, such as liabilities for clean-up of undisclosed environmental contamination, claims by customers, vendors or other persons dealing with the former owners of the properties, liabilities incurred in the ordinary course of business and claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties.
Our inability to identify and complete suitable property acquisitions on favorable terms or at all, could have a material adverse effect on us. The expected synergies and operating efficiencies of our acquisitions, may not be fully realized, which could result in increased costs and/or lower revenues and have a material adverse effect on us. In addition, the overall integration of the businesses may result in material unanticipated problems, expenses, liabilities, competitive responses, loss of customer relationships and diversion of management’s attention, among other potential consequences. Acquired businesses may also be subject to unknown or contingent liabilities for which we may have no or limited recourse against the sellers. The total amount of costs and expenses that we may incur with respect to liabilities associated with our acquisitions may exceed our expectations, which may materially and adversely affect us.
We may be unable to successfully expand our operations into new markets.
If the opportunity arises, we may acquire or develop properties in new markets, including international markets. In addition, the risks generally applicable to our business, the acquisition or development of properties in new markets will subject us to the risks associated with a lack of understanding of the related economy, market dynamics and conditions and unfamiliarity with government and permitting procedures. We will also not possess the same level of familiarity with the dynamics and market conditions of any new market that we may enter, which could adversely affect our ability to successfully expand and operate in such markets. We may be unable to build a significant market share or achieve a desired return on our investments in new markets. If we are unsuccessful in expanding and operating in new, high-growth markets, it could have a material adverse effect on us.
A failure of our IT systems, cybersecurity attacks or a breach of our information security systems, networks or processes could cause business disruptions and the loss of confidential information and may materially adversely affect our business.
We rely extensively on our computer systems to process transactions, operate and manage our business. Despite efforts to avoid or mitigate such risks, external and internal risks, such as malware, ransomware, insecure coding, data leakage and human error pose threats to the stability and effectiveness of our IT systems. The failure of our IT systems to perform as anticipated, and the failure to integrate disparate systems effectively or to collect data accurately and consolidate it in a useable manner efficiently could adversely affect our business through transaction errors, billing and invoicing errors, processing inefficiencies or errors and loss of sales, receivables, collections and customers, which could result in reputational damage and have an ongoing adverse effect on our business, results of operations and financial condition.
We may also be subject to cybersecurity attacks and other intentional hacking, which could include attempts to gain unauthorized access to our data and computer systems. In particular, as discussed further below, our operations have been, and may in the future be, subject to ransomware or cyber-extortion attacks, which could significantly disrupt our operations. Generally, such attacks involve restricting access to computer systems or vital data. We employ a number of measures to prevent, detect and mitigate these threats, which include password protection, frequent password changes, firewall detection systems, frequent backups, a redundant data system for core applications and annual penetration testing; however, there is no guarantee such efforts will be successful in preventing a cybersecurity attack. As a result of the emergence of new technologies, including generative artificial intelligence (“AI”), cybersecurity attacks and other security threats have also become increasingly complex. A cybersecurity attack or breach could compromise the confidential information of our associates, customers and vendors, and could result in service interruptions, operational difficulties, loss of revenues or market share, liability to our customers or others, diversion of corporate resources and injury to our reputation and increased costs. In such cases, we may have to operate manually, which may result in considerable delays in our handling of and damage to perishable products or interruption to other key business processes. Addressing such issues could prove difficult or impossible and be very costly. Additionally, a successful attack may result in our customers making monetary claims against us pursuant to the terms of their contracts with us, the amount of which may be significant.
In addition, our customers rely extensively on computer systems to process transactions and manage their business and thus their businesses are also at risk from, and may be impacted by, cybersecurity attacks. An interruption in the business operations of our customers or a deterioration in their reputation resulting from a cybersecurity attack could indirectly impact our business operations.
Our computer network has been subjected to cyber attacks from time to time. We previously suffered a cyber attack in November 2020 and more recently identified a separate cyber incident in April 2023 (the “Cyber incident”). We immediately implemented containment measures and took operations offline to secure our systems and reduce disruption to our business and customers. We reviewed the nature and scope of the incident, working closely with cybersecurity experts and legal counsel and reported the matter to law enforcement.
The Cyber incident affected our operations. In particular, the incident resulted in a significant number of our facilities being unable to receive or deliver products for a period of time. Such operational impacts resulted in considerable delays in the delivery of our products to our customers and interruption to other key business processes for a period of time. We have also received a number of claims from our customers pursuant to the terms of their contracts as a result of the Cyber incident, and we established a reserve for these claims. The expense, net of insurance recoveries is reflected in “Acquisition, cyber incident, and other, net” on the Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023. The reserve balance is included in “Accounts payable and accrued expenses” in our Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024.
Our investigation into the Cyber incident revealed unauthorized access to personal information. As a result of this unauthorized access, purported class action lawsuits were filed against the company. We may also be subject to subsequent investigations, claims or actions in addition to other costs, fines, penalties, or other obligations related to impacted data. In addition, the misuse, or perceived misuse, of sensitive or confidential information regarding our business could cause harm to our reputation and result in the loss of business with existing or potential customers, which could adversely impact our business, results of operations and financial condition.
We may be subject to unrelated future incidents that could have a material adverse effect on our business, results of operations or financial condition or may result in operational impairments and financial losses, as well as significant harm to our reputation.
We depend on information technology systems to operate our business, and issues with maintaining, upgrading or implementing these systems, could have a material adverse effect on our business.
We rely on the efficient and uninterrupted operation of information technology systems to process, transmit and store electronic information in our day-to-day operations. All information technology systems are vulnerable to damage or interruption from a variety of sources. Our business has grown in size and complexity; this has placed, and will continue to place, significant demands on our information technology systems. To effectively manage this growth, our information systems and applications require an ongoing commitment of significant resources to maintain, protect, enhance and upgrade existing systems and develop and implement new systems to keep pace with changing technology and our business needs. We are continuing to implement “Project Orion”, an ERP and back-office software system which is replacing certain existing business, operational, and financial processes and systems. This ERP implementation project requires investment of capital and human resources, the re-engineering of business processes, and the attention of many associates who would otherwise be focused on other areas of our business. This system change entails certain risks, including difficulties with changes in business processes that could disrupt our operations, manage our supply chain and aggregate financial and operational data. During the transition, we may continue to rely on legacy information systems, which may be costly or inefficient, while the implementation of new initiatives may not achieve the anticipated benefits and may divert management’s attention from other operational activities, negatively affect associate morale, or have other unintended consequences. Delays in integration or disruptions to our business from implementation of new or upgraded systems could have a material adverse impact on our financial condition and operating results. Additionally, if we are not able to accurately forecast expenses and capitalized costs related to system upgrades and changes, this may have an adverse impact on our financial condition and operating results.
If we fail to maintain or are unable to assert that our internal control over financial reporting is effective under the new ERP system, we could adversely affect our ability to accurately report our financial condition, operating results or cash flows. If we have a material weakness in our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock could be adversely affected, and we could become subject to investigations by the stock exchange on which our securities are listed, the SEC, or other regulatory authorities, which could require additional financial and management resources.
Management's Discussion & Analysis (MD&A)
New heading “Business Strategy”
New heading “Loss on Sale of Real Estate”
New heading “Financial Trends and Uncertainties”
New heading “Public Debt Offerings”
New heading “Capital Expenditures”
New heading “Expansion, Development, and Integration Capital Expenditures”
New heading “Organic Growth Capital Expenditures”
New heading “Technological Upgrades and Enhancements”
Removed heading “Focus on Our Operational Effectiveness and Cost Structure”
Removed heading “Other costs reduction initiatives”
Removed heading “Cybersecurity Incident”
Removed heading “Historically Significant Customer”
Removed heading “At the Market (ATM) Equity Program”
Removed heading “Public Senior Unsecured Notes”
Removed heading “Maintenance Capital Expenditures and Repair and Maintenance Expenses”
Removed heading “Repair and Maintenance Expenses”
Removed heading “Acquisitions & Dispositions”
Removed heading “Expansion and Development”
Largest changes
“On April 26, 2023, the Company became aware of a cybersecurity incident impacting a certain number of our systems and partially impacting operations for a limited period of time (the “Cyber Incident”). The Company engaged an external cyber security expert to initiate responses to contain and remediate the incident, and conduct a forensic investigation. Actions taken included preventative measures such as shutting down certain operating systems, supplementing existing security monitoring with additional scanning and other protective measures. …”see in full comparison
“Management believes that recent and future operating results may continue to be impacted by broader macroeconomic conditions, including consumer spending conservatism, persistent inflationary pressures, tariff-related uncertainty, and reductions in government-sponsored benefits. These factors have collectively influenced purchasing behavior, which in turn affect our customers’ production volumes and the corresponding demand for our temperature-controlled storage and handling services. …”see in full comparison
“Impairment of indefinite and long-lived assets. For the year ended December 31, 2024, the Company recorded impairment charges related to certain long-lived assets and intangible assets of $33.1 million primarily due to the anticipated exit of certain warehouse and transportation related operations. For the year ended December 31, 2023, the Company recorded goodwill impairment charges of $236.5 million in our European warehouse business as a result of our annual goodwill impairment evaluation process.”see in full comparison
“In 2022, the Company strategically shifted its focus to the core warehouse portfolio, terminating and winding down business with one of the largest customers in the North America third-party managed reporting unit resulting in a goodwill impairment charge of $3.2 million. There is no remaining goodwill related to the North America third-party managed reporting unit following this impairment, as the remaining business was immaterial.”see in full comparison
“During the year ended December 31, 2023, the Company was awarded a $10.0 million settlement as a plaintiff related to an ongoing lawsuit with a vendor previously engaged to perform automation related services at one of its facilities, which included $3.0 million related to lost profits for prior periods through December 31, 2023, which was recognized in Other, net as proceeds from litigation settlement.”see in full comparison
Full comparison: every changed paragraph (202)
Americold Realty Trust, Inc. together with its subsidiaries (“ART”, “Americold”, the “Company”, “us” or “we”) is a Maryland corporation that operates as a real estate investment trust (“REIT”) for U.S. federal income tax purposes. The CompanyAmericold is a global leader in temperature-controlled storage,logistics logistics,and real estateestate, supporting the safe, efficient movement of food worldwide. We connect producers, processors, distributors, and value-addedretailers. services,Leveraging deep industry expertise, advanced technology, and issustainable focusedpractices, onAmericold delivers reliable cold storage and transportation solutions that create lasting value for customers and communities. As of December 31, 2025, the ownership, operation, acquisition and development of temperature-controlled warehouses. The Company operatesoperated 239231 warehouses globally, totaling approximately 1.4 billion cubic feet, with 195188 warehouses in North America, 2523 warehouses in Europe, 1718 warehouses in Asia-Pacific, and 2 warehouses in South America as of December 31, 2024.America.
OurAs of December 31, 2025, our business includes three primary business segments: warehouse,Warehouse, transportationTransportation and third-partyThird-Party managed.Managed. We also have a minority interestsinterest in twoone joint venturesventure: SuperFrio Armazéns Gerais S.A. (“SuperFrio”), which operates 34 temperature-controlled warehouses in Brazil, and RSA Cold Holdings Limited (the “RSA joint venture”), which operates two2 temperature-controlled warehouses in Dubai.
Business Strategy
Our strategy is focused on disciplined execution, capital efficiency, and proactive asset management to enhance operating and financial performance, increase cash flows from operations, and create long-term stockholder value. We leverage the scale, density, and flexibility of our global temperature-controlled warehouse network to support customers across the cold chain, drive organic growth within our existing portfolio, and optimize physical and economic utilization. As an owner and operator of specialized cold-storage real estate, we actively manage our portfolio to maintain financial flexibility, support evolving customer requirements, and create value through selective development and portfolio optimization. We continue to emphasize operational excellence, cost discipline, and service reliability, supported by standardized processes and ongoing technology investments. While food remains our primary end market, our facilities also support adjacent temperature-sensitive categories and, where appropriate, non-temperature-sensitive goods. We believe these strategies position us to benefit from continued customer outsourcing, e-commerce growth, and evolving distribution models.
Focus on Our Operational Effectiveness and Cost Structure
Our ongoing initiatives, some of which are detailed below, focus on streamlining business operations and reducing costs. This includes i) centralizing processes; ii) implementing operational standards; iii) adopting new technology; iv) enhancing health and safety programs; v) leveraging our networks’ purchasing power; and vi) fully integrating acquired assets and businesses. Such realignments have and will allow us to acquire new talent and strengthen our service offerings.
Additionally, as part of our initiatives to streamline our business processes and to reduce our cost structure, we have evaluated and exited less strategic and profitable markets or business lines, including the sale of certain warehouse assets, the exit of certain leased facilities, and the exit of certain managed warehouse agreements. Through our process of active portfolio management, we continue to evaluate our markets and offerings.
Other costs reduction initiatives
To reduce facility costs, we continue to invest in energy efficiency projects, including LED lighting, thermal and solar energy storage, motion-sensor technology, variable frequency drives, third party efficiency reviews, real-time energy consumption monitoring, rapid open and close doors, and alternative-power generation technologies. We have also fine-tuned our refrigeration systems, implemented rain water harvesting and energy management practices, as well as increased our participation in Power Demand Response programs with some of our power suppliers. These initiatives have allowed us to reduce our consumption of kilowatt hours and energy spend.
Cybersecurity Incident
On April 26, 2023, the Company became aware of a cybersecurity incident impacting a certain number of our systems and partially impacting operations for a limited period of time (the “Cyber Incident”). The Company engaged an external cyber security expert to initiate responses to contain and remediate the incident, and conduct a forensic investigation. Actions taken included preventative measures such as shutting down certain operating systems, supplementing existing security monitoring with additional scanning and other protective measures. The Company also notified law enforcement and its customers, informing them of both the incident and management’s efforts to minimize its impact on the Company’s daily operations. Technology information systems were reintroduced in a controlled phased approach and all locations successfully resumed operations at pre-cyberattack levels by June 30, 2023.
As noted above, the Company engaged a leading cybersecurity defense firm that completed a forensic investigation of the incident and provided recommended actions in response to the findings. The Company has completed many of the recommended remediation activities and continues to enhance our policies and procedures meant to assess, identify, and effectively manage cybersecurity risks, threats, and incidents.
Incremental charges recorded in conjunction with remediation and response efforts associated with the Cyber Incident have been recorded net of insurance recoveries within “Acquisition, cyber incident, and other, net in the Consolidated Statements of Operations. This amount was primarily comprised of incremental internal labor costs, professional fees, customer claims, and related insurance deductibles.
In February 2023, we announced our transformation program “Project Orion” designed to drive future growth and achieve our long-term strategic objectives, through investment in our technology systems and business processes across our global platform. The project includes the implementation of a new, best-in-class, cloud-based enterprise resource planning (“ERP”) software system.system as well as other transformation related initiatives including artificial intelligence related projects and market expansion initiatives. The primary goals of this project are to streamline standard processes, reduce manual work and incrementally improve our business analytics capabilities. Highlights of the project include implementing centralized customer billing operations, a global payroll and human capital management platform, next-generation warehouse maintenance capabilities, global procurement functionality and shared-service operations in certain international regions, among others. We expect the benefits of these initiatives to include revenue and margin improvements through pricing data and analytics and heightened customer contract governance, finance and human resources cost reductions, information technology (“IT”) applications and infrastructure rationalization, reduced employeeassociate turnover, working capital efficiency and reduced IT maintenance capital expenditures. We refer to the Project Orion ERP activities as “Orion - Oracle” and all other Project Orion transformation activities as “Orion - Transformation”. The activities associated with ProjectOrion Orion- Oracle are expected to be substantially completecomplete, within three years fromwith the project’sexception startof date.the implementation in Europe. Since inception, the Company has incurred $161.4$227.7 million of total implementation costs related to Project Orion, including expenses reported in “Acquisition, cyber incident, and other, net” on the Consolidated Statements of Operations and costs deferred in “Other assets”, and to a lesser extent within “Assets under construction” on the Consolidated Balance Sheets. The unamortized balance of the Project Orion deferred costs wererecognized $80.5within Other Assets was $88.6 million and $43.9$80.5 million as of December 31, 20242025 and 2023,2024, respectively.
During the three months ended June 30, 2024, the Company deployed the first phase of Project Orion.Orion in North America and Asia Pacific related to Orion - Oracle activities. The implementation costs deferred within “Other assets” on the Consolidated Balance Sheets are now being amortized through “Selling, general, and administrative” expense on the Consolidated Statements of Operations. The useful lives of the Company’s internal-use software and capitalized cloud computing implementation costs are generally three to five years. However, the useful lives of major information system installations, such as implementationsthe implementation of ERPProject Orion related systems and certain related software, are determined on an individual basis and may exceed five years depending on the estimated period of use. The Company has determined the useful life of the newProject ERPOrion systemrelated systems and software associated with the deployment of Project Orion in North America and Asia Pacific to be ten years and is amortizing the costs associated with the ERPsuch implementation on a straight line basis over such period. The amortization expense recognized during the yearyears ended December 31, 2025 and 2024 related to the Project Orion ERPwas implementation$15.1 wasmillion and $4.2 million.million, respectively.
During the year ended December 31, 2024, the Company purchased the 11 facilities in the Company’s lease portfolio that were previously accounted for as failed sale-leaseback financing obligations. Total cash outflows related to these purchases of $191.0 million are included within “Termination of sale-leaseback financing obligations” on the Consolidated Statements of Cash Flows for the year ended December 31, 2024.
These purchases resulted in the recognition of a $115.1 million loss on debt extinguishment during the year ended December 31, 2024. These amounts are recognized within “Loss on debt extinguishment, modificationsextinguishment and termination of derivative instruments” on the Consolidated Statements of Operations. Refer to Note 11 - Sale-Leasebacks of Real Estate for further details.
Loss on Sale of Real Estate
During the year ended December 31, 2025, the Company exited 2 facilities in the Company’s lease portfolio that were previously accounted for as failed sale-leaseback financing obligations. These exits resulted in a $55.9 million loss, recognized within “Net loss (gain) from sale of real estate” on the Consolidated Statements of Operations for the year ended December 31, 2025. Refer to Note 11 - Sale-Leasebacks of Real Estate for further details.
Impairment of indefiniteLong-Lived and long-lived assetsAssets
DuringFor the year ended December 31, 20242025, the Company recorded $33.1long-lived million ofasset impairment charges withinof “Impairment$47.1 million primarily due to the anticipated exit of indefinitecertain andwarehouses. For the year ended December 31, 2024, the Company recorded long-lived assets”asset onimpairment the Consolidated Statementscharges of Operations$33.1 whichmillion is related tofor the anticipated exit of certain warehouse and transportation related operations.
We provide services to food producers, distributors, retailers, and e-tailers whose businesses, in some cases, are seasonal or cyclical. To help mitigate revenue and earnings volatility associated with seasonality, we have implemented fixed-commitment contracts with certain customers, under which customers pay for guaranteed warehouse space to maintain required inventory levels, particularly during periods of peak physical occupancy.
Historically, on a portfolio-wide basis, physical occupancy rates have generally been lowest during May and June and have typically increased thereafter as a result of annual harvests and customer inventory build in advance of end-of-year holidays, with occupancy often peaking between mid-September and early December. Higher-than-average occupancy levels in October or November have historically resulted in higher revenues. However, these historical seasonal patterns are not always indicative of current or future results, and in recent periods, challenging demand conditions and other factors impacting the business have resulted in occupancy levels and revenue trends that are not aligned with typical seasonal expectations.
We specialize in providing services to businesses within the food industry whose businesses are often seasonal or cyclical. On average the first and second quarter segment contributions, as defined below, are relatively consistent. On a portfolio-wide basis, physical occupancy rates are generally the lowest during May and June and gradually increase thereafter, due to annual harvests and our customers’ focus on building inventories for end-of-year holidays, which generally peak between mid-September and early December. The external temperature reaches annual peaks for a majority of our portfolio during the third and fourth quarter of the year resulting in increased power expenses.
ToSeasonality manageis earningsmitigated, volatilityin duepart, toby seasonality,the wediversity have implemented fixed commitment contracts with certain customers. These fixed commitment contracts obligateof our customers to pay for guaranteed warehouse space to maintain required inventory levels, particularly during peak occupancy periods. Our diverse customer base alsoand mitigatesproduct the impact of seasonalitymix, as peak demand for various products occurs at different times of the year (for example, demand for ice cream is typically highest in the summersummer, while demand for frozen turkeys usually peaks in the late fall). Additionally,In addition, our southern hemisphere operations in Australia, New ZealandZealand, and South America complementhelp thebalance seasonal impacts across our global portfolio, as growing and harvesting cycles in those regions are complementary to those in North America and Europe,Europe. furtherEach balancingof seasonality’sour impactwarehouses establishes operating hours based on ourcustomer operations.demand, which varies by location and over time.
Financial Trends and Uncertainties
Management believes that recent and future operating results may continue to be impacted by broader macroeconomic conditions, including consumer spending conservatism, persistent inflationary pressures, tariff-related uncertainty, and reductions in government-sponsored benefits. These factors have collectively influenced purchasing behavior, which in turn affect our customers’ production volumes and the corresponding demand for our temperature-controlled storage and handling services. The cold storage industry has also experienced increased speculative capacity, particularly in key distribution markets, which has increased competition. Management believes these trends are reasonably likely to continue to impact future results; however, despite these headwinds, we remain focused on disciplined cost control, delivering high-quality customer service, and investing in areas of the business that offer the greatest long-term value.
Our consolidated revenues and expenses are impacted by foreign currency fluctuations, which can significantly affect our results. However, revenues and expenses from our international operations are typically denominated in the local currency of the country in which they are derived, which partially mitigates the impact of foreign currency fluctuations. See below for further details of constant currency key performance indicators used to allow stakeholders to understand the results of operations excluding changes in foreign exchange rates.
Amounts presented in constant currency within our results of operations are calculated by applying the average foreign exchange rate from the comparable prior year period to actual local currency results in the current period. While constant currency metrics are a non-GAAP calculation and do not represent actual results, the comparison allows the reader to understand the impact of operations excluding changes in foreign exchange rates. We provide reconciliations of these measures in the discussions of our comparative results of operations below. Our discussion of the drivers of our performance below are based upon U.S. GAAP.
Historically Significant Customer
For the year ended December 31, 2022, one customer accounted for more than 10% of our total revenues, with revenues received of $264.2 million. The Company and this customer transitioned the management of this customer’s warehouses to a new third-party provider during the fourth quarter of 2022, and we are no longer serving this customer in the third-party managed segment. Of the revenues received from this customer, $255.2 million was offset by matching expenses included in our third-party managed cost of operations for the year ended December 31, 2022.
•Warehouse segment contribution NOI is calculated as warehouseWarehouse segment revenues less its cost of operations (excluding any Depreciation and amortization; Impairment of indefinite and long-lived assets;amortization, corporate-level Selling, general, and administrative;administrative, corporate-level Acquisition, cyber incident, and other, net;net, Impairment of indefinite and long-lived assets, Net loss (gain) loss from sale of real estate;estate, and all components of Other income (expense). income.
•Warehouse services operationscontribution NOI is calculated as warehouse services revenues less labor and other service costs.
•Transportation segment contribution NOI is calculated as transportationTransportation segment revenues less its cost of operations (excluding any Depreciation and amortization, Impairment of indefinite and long-lived assets, corporate-level Selling, general, and administrative, corporate-level Acquisition, cyber incident, and other, netnet, Impairment of indefinite and long-lived assets, Net loss (gain) loss from sale of real estate)estate, and all components of Other income (expense). income.
•Third-partyThird-Party Managed segment contribution NOI is calculated as third-partyThird-Party managedManaged segment revenues less its cost of operations (excluding any Depreciation and amortization, Impairment of indefinite and long-lived assets, corporate-level Selling, general, and administrative, corporate-level Acquisition, cyber incident, and other, netnet, Impairment of indefinite and long-lived assets, Net loss (gain) loss from sale of real estate)estate, and all components of Other income (expense). income.
Segment NOI and NOI margin contribution metrics 0helphelp investors understand revenues, costs, and earnings among service types. These NOI contribution measures are supplemental and are not measurements of financial performance under U.S. GAAP. We provide reconciliations of these measures to the most directly comparable U.S. GAAP measures in the results of operations sections below.
We believe that same store metrics are key performance indicators commonly used in the real estate industry. Evaluating the performance of our real estate portfolio on a same store basis allows investors to evaluate performance in a way that is consistent period to period. We define our “same store” population once annually at the beginning of the current calendar year. Our population includes properties owned or leased for the entirety of two comparable periods with at least twelve consecutive months of 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, expansion, or significant modification (e.g., rehabilitation subsequent to a natural disaster). Acquired properties are included in the “same store” population if owned by us as of the first business day of the prior calendar year (e.g. January 1, 20232024) and are still owned by us as of the end of the current reporting period, unless the property is under development. The “same store” pool is also adjusted to remove properties that are being exited (e.g. non-renewal of warehouse lease or held for sale to third parties), were sold, or entered development subsequent to the beginning of the current calendar year. Changes in ownership structure (e.g., purchase of a previously leased warehouse) does not result in a facility being excluded from the same store population, as management believes that actively managing its real estate is normal course of operations. Additionally, management classifies new developments (both conventional and automated facilities) as a component of the same store pool once the facility is considered fully operational and both inbounding and outbounding product for at least twelve consecutive months prior to January 1 of the current calendar year.
Beginning January of 2024, changes in ownership structure (e.g., purchase of a previously leased warehouse) will no longer result in a facility being excluded from the same store population, as management believes that actively managing its real estate is normal course of operations. Additionally, management will begin to classify new developments (both conventional and automated facilities) as a component of the same store pool once the facility is considered fully operational and both inbounding and outbounding product for at least twelve consecutive months prior to January 1 of the current calendar year. These changes reflect a better alignment of our disclosures with industry practices.
The following table shows the number of same-storesame store and non-same store warehouses in our portfolio as of December 31, 2024.2025. The non-same store warehousestores count in the table below includes the partial period impact of sites exitedsold or otherwise disposed of during the periodsperiod presented.
(1)TheAs of December 31, 2025, the non-same store facility count consists of: 54 sites that are in the recently completed expansion and development phase, 2 facilities where the executive leadership team has approved exits in the current year (both of which are leased facilities), 1 facility that we purchased in 2023,2025, 21 facilitiesrecently whoseleased operationswarehouse havein ceasedAustralia, and 1 site that is temporarily idle. Beginning in Q4 2025, sites are removed from the site count if the executive leadership team has approved the exit and the Companysite is evaluatingvacant alternativeas useof including,period third party lease or sale.end. As of December 31, 2024,2025, there are 64 sites in the development and expansion phase that will be added to the non - samenon-same store pool when operations commence.
Same store financial metrics are not a measurement of financial performance under U.S. GAAP. In addition, other companies providing temperature-controlled warehouse storage and handling and other warehouse services may not define same store or calculate same store financial metrics in a manner consistent with our definitions and calculations. Same store financial measures should be considered as a supplement, but not as an alternative, to our results calculated in accordance with U.S. GAAP. We provide reconciliations of these measures to the most directly comparable U.S. GAAP measures in the discussions of our comparative results of operations below.
Physical occupancy percentage is calculated by dividing the average number of physically occupied pallets by the estimated average of total physical pallet positions in our warehouses, regardless of whether they are occupied, for the applicable period.
Economic occupancy is a key driver of our financial results.results Historically,as providers of temperature-controlled warehouse space have offered storage services to customers on an as-utilized, on-demand basis. We now aim to establish contracts with fixed storage commitments for new customer relationships and transition existing customers to such contracts in conjunction with contract renewals or changes in customer profiles. This strategyit mitigates the impact of seasonal changes on physical occupancy and ensures our customers have the necessary space to support their business needs.
Constant currency results are not measurements of financial performance under U.S. GAAP, and our constant currency results should be considered as a supplement, but not as an alternative, to our results calculated in accordance with U.S. GAAP. The constant currency performance measures should not be considered a substitute for, or superior to, the measures of financial performance prepared in accordance with U.S. GAAP. We provide reconciliations of these measures in the discussions of our comparative results of operations below. Our discussion of the drivers of our performance below are based upon U.S. GAAP.
Rent, storage, and warehouse services.services revenues. Our primary source of revenues areis rent, storage, and warehouse services fees. Rent and storage revenues are related to the storage of frozen, perishable or other products in our warehouses. We also offer a wide array of value addedvalue-added services including: i) receipt, labeling and storage of goods, ii) customized order retrieval and packaging, iii) blast freezing and ripening, iv) government approved periodic inspections, fumigation, and other treatment services, and v) e-commerce fulfillment and many more.
Labor, the most significant part of warehouse expenses,Labor covers wages, benefits, workers' compensation, and can vary due to factors like workforce size, customer needs, compensation levels, third-party labor usage, collective bargaining agreements, customer requirements, productivity, labor availability, government policies, medical insurance costs, safety programs, and discretionary bonuses.
The cost of power, also a significant cost of operations,power fluctuates based on the price of power in the regions that our facilities operate and the required temperature zone or freezing required. We may, from time to time, hedge our exposure to changes in power prices through fixed rate agreements or, to the extent possible and appropriate, through rate escalations or power surcharge provisions within our customer contracts.
Other facilities costs include utilities other than power, property taxes and insurance, sanitation, repairs and maintenance, operating leaseleases rent charges, security, and other related facilities costs.
Other services costs include equipment costs, warehouse consumables (e.g. shrink-wrap), employeeassociate protective equipment, warehouse administration and other related services costs.
Transportation services revenues isare derived from fees charged for transportation of our customers products, often including fuel and capacity surcharges.
Third-party managed services.services revenues. Reimbursements that we receive for expenses incurred for warehouses that we manage on behalf of third partythird-party owners are recognized as third-party managed services revenues. We also earn management fees, incentive fees upon achieving negotiated performance and cost-savings results, or an applicable mark-up on costs.
Third-party managed services cost of operations, which are recognized on a pass throughpass-through basis, primarily consist of labor charges similar to those described above as a component of warehouse costs of operations.
Selling, general, and administrative expenses consist primarily of warehouse and non-warehouse related labor, administrative,facility businessand development,warehouse marketing,costs, engineering,equipment humanexpenses, resources,administrative expenses, information technology (including amortization and ongoing licenses expenses associated with the implementationgo-live of Project Orion), performancecommon carriers, and time based incentive compensation, communications, travel, professional fees, bad debt, training, and office supplies.fees.
Acquisition, cyber incident, and other, net consists of non-recurring or non-routine costs including acquisition related costs, costs related to Project Orion, litigation and settlement costs outside of the normal course of business, severance, terminated site operations costs, pensionnon-routine planstock terminationcompensation charges,expense associated with certain employee awards and professional and consulting fees for strategic projects, acquisition related costs, severance, and cyber incident related costs, net of insurance recoveriesrecoveries. allThese of whichcosts are not representative of our normal course of operations.
Impairment of indefinite and long-lived assets represents the impairment of goodwill,property, customerplant, relationshipand intangibles,equipment, operating leases, and other long-lived assets whose values are considered unrecoverable.
Net loss (gain) loss from sale of real estate represents gains or losses recognized from certain lease exits previously accounted for as failed sale leasebacks or the sale of Company owned real estate.
Loss on debt extinguishment, modificationsextinguishment and termination of derivative instruments is representative of charges associated with prior debt extinguishments and modifications as well as the termination of derivative instruments.
Other, net primarily includes miscellaneous transactions, the gain from the sale of the SuperFrio joint venture, interest income, foreign currency remeasurement, and certain legal settlements.
Impairment of related party loan receivable represents impairment charges associated with the loan issued to the Comfrio joint venture which iswas furtherfully describedimpaired induring the year ended December 31, 2023. Refer to Note 3 - Business Combinations, Asset Acquisitions and Discontinued Operations of the Consolidated Financial Statements.Statements for further details.
Other, net primarily includes foreign currency remeasurement, interest income, gains and losses on other asset disposals, certain legal settlements, gains recognized during the year ended December 31, 2024 related to the removal of a certain net investment hedge designation, and other miscellaneous transactions.
What changed in the latest 10-Q
Risk Factors
Investing in our securities involves risks and uncertainties. You should consider and read the information contained in our 2025 Annual Report on Form 10-K, including the risk factors identified in Item 1A of Part I thereof (“Risk Factors”). Any of the risks discussed in our 2025 Annual Report on Form 10-K and in other reports we file with the SEC, and other risks we have not anticipated or discussed, could have a material adverse impact on our business, financial condition or results of operations. As of June 30, 2026, no material changes had occurred to the risk factors previously disclosed in our 2025 Annual Report on Form 10-K.
Full comparison: every changed paragraph (1)
Investing in our securities involves risks and uncertainties. You should consider and read the information contained in our 2025 Annual Report on Form 10-K, including the risk factors identified in Item 1A of Part I thereof (“Risk Factors”). Any of the risks discussed in our 2025 Annual Report on Form 10-K and in other reports we file with the SEC, and other risks we have not anticipated or discussed, could have a material adverse impact on our business, financial condition or results of operations. As of MarchJune 31,30, 2026, no material changes had occurred to the risk factors previously disclosed in our 2025 Annual Report on Form 10-K.
Management's Discussion & Analysis (MD&A)
New heading “Joint Venture Formation”
New heading “Retail Automation and Other Real Estate Related Impairments”
New heading “Comparison of Results for the Six Months Ended June 30, 2026 and 2025”
New heading “Warehouse Segment”
New heading “Same Store and Non-Same Store Results”
New heading “Transportation Segment”
New heading “Other Consolidated Operating Expenses”
New heading “Other Income and Expense”
New heading “Public Debt Offerings”
New heading “Senior Unsecured Credit Facility Amendment”
New heading “Derivative Termination”
New heading “Joint Venture Transactions”
Largest changes
“Retail Automation and Other Real Estate Related Impairments”see in full comparison
“Comparison of Results for the Six Months Ended June 30, 2026 and 2025”see in full comparison
“Orion: Transformation related costs (non-capitalizable costs) represent the non-capitalizable portion of various transformation-related projects, including but not limited to various artificial intelligence and market expansion initiatives. These costs have decreased $4.9 million primarily due to decreased contract labor and professional fees related to Project Orion transformation projects.”see in full comparison
“Severance and other compensation costs represent certain contractual and negotiated severance and separation costs from former executives who have exited the Company (excluding charges in the normal course of retirement), costs associated with reorganizations, reductions in headcount due to synergies achieved through acquisitions or operational efficiencies, reductions in workforce costs associated with exiting or selling non-strategic warehouses or businesses, and non-routine stock based compensation expense associated with certain employee awards. …”see in full comparison
Full comparison: every changed paragraph (149)
Americold Realty Trust, Inc. together with its subsidiaries (“ART”, “Americold”, the “Company”, “us” or “we”) is a Maryland corporation that operates as a real estate investment trust (“REIT”) for U.S. federal income tax purposes. Americold is a global leader in temperature-controlled logistics and real estate, supporting the safe, efficient movement of food worldwide. We connect producers, processors, distributors, and retailers. Leveraging deep industry expertise, advanced technology, and sustainable practices, Americold delivers reliable cold storage and transportation solutions that create lasting value for customers and communities. As of MarchJune 31,30, 2026, the Company operated 224 warehouses globally, totaling approximately 1.4 billion cubic feet, with 179 warehouses in North America, 23 warehouses in Europe, 20 warehouses in Asia-Pacific, and 2 warehouses in South America.
As of MarchJune 31,30, 2026, our business includes two primary business segments: Warehouse and Transportation. We also have a minority interest in one joint venture: RSA Cold Holdings Limited (the “RSA joint venture”), which operates 2 temperature-controlled warehouses in Dubai.
Joint Venture Formation
On May 7, 2026, the Company announced the signing of a joint venture agreement with EQT Partners (“EQT”), one of the world’s largest private equity investors, to create a new North American joint venture focused on the ownership, operation, and development of high-quality cold storage warehouse facilities.
Under the terms of the agreement, EQT and the Company will hold 70% and 30% equity interests, respectively, in the new venture. At inception, the Company will contribute 12 cold storage facilities to the joint venture and expects to receive proceeds from such transfer, which will be used to pay down outstanding indebtedness of the Company. The transaction is subject to customary closing conditions.
DuringAs theof threeJanuary months ended March 31,1, 2026, the Company revised the operating segment information regularly provided to the Company's Chief Operating Decision Maker (the “CODM”) to combine the Warehouse and the former Third-party managed operating segments. As a result of this change, the Company now has two reportable operating segments: Warehouse and Transportation. All prior period comparative financial information has been recast to reflect the revised segment structure. See Note 10 - Segment Information for additional information of the Company's reportable segments.
Retail Automation and Other Real Estate Related Impairments
On July 21, 2026, Americold Realty Trust, Inc. entered into an agreement with ADUSA Distribution, a subsidiary of Ahold Delhaize USA and a customer of the Company, pursuant to which the Company and ADUSA Distribution agreed to wind down operations at the Company's automated retail distribution center in Lancaster, Pennsylvania and Plainville, Connecticut, both of which were purpose-developed for ADUSA Distribution's use.
As a result of the agreement described above, together with other real estate-related impairments recognized during the period, the Company recorded impairment charges of $309.6 million during the six months ended June 30, 2026, which were recognized within Impairment of long-lived assets on the Condensed Consolidated Statements of Operations.
During the six months ended June 30, 2025, the Company recorded impairment charges of $5.2 million primarily related to the exit or anticipated exit of certain warehouse operations.
In February 2023, the Company announced Project Orion (“Project Orion”), a multi‑year transformation initiative focused on modernizing technology platforms and business processes to support future growth and operational efficiency. Project Orion includes the implementation of a new cloud‑based enterprise resource planning (“ERP”) system (“Orion – Oracle”) and other transformation initiatives (“Orion – Transformation”). The Orion – Oracle implementation is substantially complete, with the exception of deployment in Europe. The Company recognized $5.9$11.1 million and $11.5$15.4 million in total costs related to Project Orion during the three months ended MarchJune 31,30, 2026 and 2025, respectively. The total costs related to Project Orion during the six months ended June 30, 2026 and 2025 were $17.0 million and $26.9 million, respectively.
•Warehouse segment contribution NOI is calculated as Warehouse segment revenues less its cost of operations excluding any Depreciation and amortization, corporate-level Selling, general, and administrative expense, corporate-level Transactions, strategic initiatives and other costs, net, Impairment of long-lived assets, Net gain from sale of real estate, and all components of Other (expense) income.
•Transportation segment contribution NOI is calculated as Transportation segment revenues less its cost of operations excluding any Depreciation and amortization, corporate-level Selling, general, and administrative expense, corporate-level Transactions, strategic initiatives and other costs, net, Impairment of long-lived assets, Net gain from sale of real estate, and all components of Other (expense) income.
The following table shows the number of same store and non-same store warehouses in our portfolio as of MarchJune 31,30, 2026.
(1)Sites are removed from the site count if the executive leadership team has approved the exit and the site is vacant as of period end oror, generally, if the site is held for sale.
(2)BeginningAs withof theJanuary period ended March 31,1, 2026, the Company's former Third-Party Managed reportable segment is included under the Warehouse reportable segment. The Company's Third-Party Managed sites are included within the same store warehouse pool.
(3)As of MarchJune 31,30, 2026, the non-same store facility count consists of: 65 sites that are in the recently completed expansion and development phase, 1 facility that we purchased in 2025, 1 recently leased warehouse in Australia, and 15 sitesites thatin isthe temporarilyprocess idle.of winding down operations. As of MarchJune 31,30, 2026, there are 32 sites in the development and expansion phase that will be added to the non-same store pool when operations commence.
Transportation
Impairment of long-lived assets represents the impairment of certain long-lived assets whose values are considered unrecoverable, including recently recorded impairment charges related to the wind down of the Company’s retail automated operations in Plainville, CT and Lancaster, PA.
Interest expense is primarily associated with interest charged on unsecured revolving credit facilities, term loans, and notes. Interest expense also includes the impact of any interest rate swaps meant to hedge interest rate risk associated with such debt instruments.
Other, net primarily includes gains related to the termination of certain hedge instruments, interest income, foreign currency remeasurement, interest income, gains and losses on other asset disposals,disposals including investments in partially owned entities, and other miscellaneous transactions.
Comparison of Results for the Three Months Ended MarchJune 31,30, 2026 and 2025
BeginningAs withof theJanuary period ended March 31,1, 2026, the Company's former Third-Party Managed reportable segment ishas been included underin the Warehouse reportable segment. All prior period comparative financial information has been recast to reflect the revised segment structure.
The following table presents revenues, contribution (NOI), margins, and certain operating metrics for our global Warehouse segment for the three months ended MarchJune 31,30, 2026 and 2025.
(2)Rent, storage, and warehouse services revenues do not include the financial results of certain warehouses that are classified as held for sale. Rent, storage, and warehouse services cost of operations do not include the financial results of certain warehouses that are considered held for sale, idle, or closed due to an intention to exit,exit. orThe heldoperational results for sale. Thesethese sites are recognized within Transactions, strategic initiatives and other costs, net. Refer to Note 3 - Transactions, Strategic Initiatives and Other Costs, Net for further details.
(4)Certain immaterial prior period amounts have been reclassified to conform to the current period presentation.
(5)Includes real estate rent expense of $6.9$6.6 million and $6.5$7.4 million, on an actual basis, for the three months ended MarchJune 31,30, 2026 and 2025, respectively.
(6)Includes non-real estate rent expense (equipment lease and rentals) of $1.7$1.8 million and $2.5$2.4 million, on an actual basis, for the three months ended MarchJune 31,30, 2026 and 2025, respectively. Prior period non-real estate rent expense is recast for the inclusion of Third-Party Managed sites.
n/a - not applicable
On a constant currency basis, our Warehouse segment revenues decreased $17.5$5.6 million, or 3.0%,0.9%, during the three months ended MarchJune 31,30, 2026, as compared to the same period in the prior year. This decrease was driven by the $5.6 million decrease in revenues in our same store pool and the $11.9$11.8 million decrease in revenues in our non-same store pool, partially offset by the $6.2 million increase in revenues in our same store pool, both on a constant currency basis. Refer to the discussion in the same store section below for further details on the same store revenues decrease.increase. The decrease in revenues in the non-same store pool was primarily attributable to facilities exited, idled, or held for sale or sold subsequent to MarchJune 31,30, 2025, partially offset by incremental revenues associated with recently completed developments, expansions,developments and acquisitions.expansions.
On a constant currency basis, our Warehouse segment cost of operations decreased $3.0$2.9 million, or 0.8%,0.7%, during the three months ended MarchJune 31,30, 2026, as compared to the same period in the prior year. This is primarily driven by a decrease of $6.0$13.4 million in our non-same store pool, partially offset by an increase of $3.0$10.5 million in our same store pool, both on a constant currency basis. Refer to the discussion in the same store section below for further details on the same store cost of operations increase. The decrease in the non-same store pool is primarily attributable to the decrease in revenues as described above.
On a constant currency basis, Warehouse segment NOI decreased $14.5$2.7 million, or 7.3%1.3% during the three months ended MarchJune 31,30, 2026, as compared to the same period in the prior year. NOI decreased $8.6$4.3 million, or 4.5%,2.2%, for our same store pool, and decreasedincreased $5.9$1.7 million for our non-same store pool, both on a constant currency basis, due to the factors described above for the non-same store pool and in the same store section below.
BeginningAs withof theJanuary period ended March 31,1, 2026, the Company’s former Third-Party Managed reportable segment is included under the Warehouse reportable segment within the same store warehouse pool. All prior period comparative financial information has been recast to reflect the revised segment structure.
The following tables present revenues, contribution (NOI), margins, and certain operating metrics for our same store and non-same store for the three months ended MarchJune 31,30, 2026 and 2025.
(2)Rent, storage, and warehouse services revenues do not include the financial results of warehouses that are classified as held for sale. Rent, storage, and warehouse services cost of operations do not include the financial results of warehouses that are considered held for sale, idle, or closed due to an intention to exit,exit. orThe heldoperational results for sale. Thesethese sites are recognized within Transactions, strategic initiatives and other costs, net.
(4)Certain immaterial prior period amounts have been reclassified to conform to the current period presentation.
n/a - not applicable
Same store rent and storage revenues decreased by $5.8$0.3 million, on a constant currency basis, primarily due to a decrease in economic occupancy of 70 basis points and a0.6% decrease in the constant currency same store rent and storage revenues per average economic occupied palletpallets ofassociated 0.4%with the overall decline in fixed commitment storage contracts during the three months ended MarchJune 31,30, 2026, as2026 compared to the same period in the prior year. The overallThis decrease in economic occupancy was primarily due toincludes a competitive environment caused by an3.4% increase in speculativeaverage developmentsphysical andoccupied pallets, the benefit of which was offset by a slight decline in fixed commitment contracts. The3.4% decrease in the constant currency same store rent and storage revenues per average economicphysical occupied pallet wasdue driven byto the unfavorable mix of products stored therein.during the period.
Same store services revenues increased by $0.1$6.5 million on a constant currency basis, primarily due to an increase in same store warehouse services revenues per throughput pallet byof 1.1%,1.4% onand aan constant currency basis, partially offset by a decreaseincrease in throughput pallets byof 1.1%0.6% during the three months ended MarchJune 31,30, 2026, as compared to the same period in the prior year.
Same store costs of operations increased by $3.0$10.5 million, on a constant currency basis, primarily driven by higher power and labor costs, partially offset by a decrease in other facilities and other services costs. The increase in power costs iswas mainlyprimarily driven by headwinds inhigher energy prices during the three months ended MarchJune 31,30, 2026, as compared to the same period in the prior year. The increase in other services costs was due to higher customer claims and travel expenses recognized during the three months ended June 30, 2026, compared to the same period in the prior year.
(2)Rent, storage, and warehouse services revenues do not include the financial results of certain warehouses that are classified as held for sale. Rent, storage, and warehouse services cost of operations do not include the financial results of certain warehouses that are considered held for sale, idle, or closed due to an intention to exit,exit. orThe heldoperational results for sale. Thesethese sites are recognized within Transactions, strategic initiatives and other costs, net.
n/a - not applicable
The following table presents the operating results of our Transportation segment for the three months ended MarchJune 31,30, 2026 and 2025.
On a constant currency basis, Transportation services revenues increased $5.8$9.6 million, or 13.2%,19.9%, as compared to the same period in the prior year. The increase was primarily due to overall higher volumes driven by increased customer expansion in North America and certain regions of Europe. In addition, transportation revenues in Asia‑Pacific increased as a result of a new business in Australia andresulting in overall volume increases in the region.
On a constant currency basis, Transportation services cost of operations increased $4.5$7.6 million, or 12.3%,19.2%, as compared to the same period in the prior year. The increase was due to the same factors contributing to the increase in revenues mentioned above for North America, Europe, and Asia-Pacific.above.
The following table presents consolidated operating expenses, excluding cost of operations, for the three months ended MarchJune 31,30, 2026 and 2025.
Depreciation and amortization. Depreciation and amortization expense increased $2.7$12.5 million, or 3.0%,13.8%, during the three months ended MarchJune 31,30, 2026 as compared to the same period in the prior year. This increase was substantially driven by the Company’s recently completed developments, expansions, and acquisitions, partially offset by sites that were sold, exited, idled,or orotherwise held for sale subsequent to MarchJune 31,30, 2025.
Selling, general, and administrative. During the three months ended MarchJune 31,30, 2026, corporate-level selling, general, and administrative expenses increaseddecreased $2.1$4.0 million, or 3.0%,6.0%, compared to the same period in the prior year. This increasedecrease was primarily driven by an increase in professional fees and software related deferred costs amortization, partially offset by a decrease in labor, travel,labor and other personnel-related costs associated with overall costs reduction initiatives.initiatives as well as a decrease in software related deferred costs amortization, partially offset by an increase in legal and professional fees.
Transactions, strategic initiatives and other costs, net. Corporate-levelDuring transactions,the three months ended June 30, 2026, Transactions, strategic initiatives and other costs, net includeincreased $5.2 million, or 22.6% compared to the following:same period in the prior year primarily related to incremental transaction related costs associated with the anticipated formation of the joint venture with EQT.
Impairment of long-lived assets. During the three months ended June 30, 2026, Impairment of long-lived assets increased $304.3 million, primarily associated with a mutual agreement with a customer to wind-down operations at the Company’s Plainville, CT and Lancaster, PA retail automated facilities.
(1)Beginning with the year ended December 31, 2025, the Company has begun presenting Orion related non-capitalizable costs separately within the table above.
(2)Certain prior period amounts have been reclassified to conform to the current period presentation.
Severance and other compensation costs represent certain contractual and negotiated severance and separation costs from former executives who have exited the Company (excluding charges in the normal course of retirement), costs associated with reorganizations, reductions in headcount due to synergies achieved through acquisitions or operational efficiencies, reductions in workforce costs associated with exiting or selling non-strategic warehouses or businesses, and non-routine stock based compensation expense associated with certain employee awards. These costs increased $3.9 million primarily due to ongoing workforce reductions in conjunction with our costs reduction initiatives during the three months ended March 31, 2026 and the latter half of 2025.
Acquisition and transaction related costs include costs associated with acquisition and joint venture activity, whether consummated or not, such as advisory, legal, accounting, valuation, and other professional or consulting fees. These include costs associated with the Massillon and Houston warehouse acquisitions during the three months ended March 31, 2026 and 2025, respectively, which are further described in Note 2 - Asset Acquisitions and Business Combinations to these Condensed Consolidated Financial Statements. During the three months ended March 31, 2026, these costs increased $1.2 million compared to the same period in the prior year, primarily driven by increased acquisition and integration related legal and professional fees.
Orion: Transformation related costs (non-capitalizable costs) represent the non-capitalizable portion of various transformation-related projects, including but not limited to various artificial intelligence and market expansion initiatives. These costs have decreased $4.9 million primarily due to decreased contract labor and professional fees related to Project Orion transformation projects.
Orion: Oracle related costs (non-capitalizable costs) represent the non-capitalizable portion of charges related to the implementation of the Company’s new cloud-based ERP system, Oracle, and related applications. The Company deployed Project Orion (Oracle-related) in North America and Asia Pacific during the second quarter of 2024 and is in the process of implementing the system in its European operations. These costs have decreased by $0.6 million compared to the same period in the prior year primarily due to decreased professional fees and other non-capitalizable costs related to the Oracle implementation.
Held for sale, closed, and idled site costs, net, excluding severance include expenses incurred to wind down operations at sites held for sale, closed, sold, or idled within our warehouse and transportation related operations. Such costs include lease termination fees, fixed operating costs, and asset retirement obligations, but exclude any reduction in workforce or severance related costs associated with the exit of these operations, as those expenses are included within Severance and other compensation costs. These net costs have decreased $3.8 million compared to the same period in the prior year, primarily driven by a decrease in lease termination costs from recently exited operations.
Cyber incident related costs, net of insurance recoveries, represent incremental legal and other costs associated with cybersecurity incidents that occurred in November 2020 and April 2023, net of business interruption insurance proceeds received. The $1.6 million decrease was primarily driven by reduced costs related to previous cybersecurity incidents compared to the same period in the prior year.
Other, net for the three months ended March 31, 2026 and March 31, 2025 includes certain costs for strategic projects and other miscellaneous non-routine costs.
Net gain from sale of real estate. During the three months ended MarchJune 31,30, 2026, the Company recorded a net gain from the sale of real estate of $2.2$3.3 millionmillion, primarily related to the strategic sale of a small,facility adjacent building located onin the groundsUnited States. During the three months ended June 30, 2025, the Company recorded a net gain from the sale of anreal existingestate operationalof site.$11.8 Thismillion, buildingrelated to the strategic sale didof nottwo impactfacilities ourin sitethe count.United States and one facility in Europe.
COLD insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 1 filing (1 insider, 1 trade date, 442 shares, about $7.2K). Net open-market shares: -442 (purchases minus sales); net value about -$7.2K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-07-02 | Harris Robert E. |
Open-market sale | 442 | $16.27 | $7.2K |
| 2026-07-01 | Harris Robert E. |
Option exercise | 1,516 | — | — |
| 2026-07-01 | Winnall Richard Charles |
Option exercise | 7,018 | — | — |
| 2026-06-02 | Winnall Richard Charles |
Option exercise | 2,533 | — | — |
| 2026-05-20 | Americold Realty Trust |
Option exercise | 10,124 | — | — |
| 2026-05-20 | Barrett Kelly Hefner |
Option exercise | 10,124 | — | — |
Well-known investors holding COLD (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Millennium Management (Israel Englander) | 2026-06-30 | 5,371,452 | $84.4M | 0.06% | Added 69% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 3,545,164 | $55.7M | 0.02% | Added 704% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 1,752,466 | $27.5M | 0.02% | Reduced 56% |
| Renaissance Technologies | 2026-06-30 | 919,700 | $14.5M | 0.02% | Reduced 45% |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 860,862 | $13.5M | 0.02% | Added 1161% |
| Gotham Asset Management (Joel Greenblatt) | 2026-06-30 | 607,817 | $9.6M | 0.02% | Reduced 12% |
| Baupost Group (Seth Klarman) | 2026-06-30 | 6,830,230 | $107.4K | 1.98% | Reduced 12% |