IRM 10-K & 10-Q changes, risk factors and insider trading

As part of our strategic growth plan, including Project Matterhorn, we expect to invest in our existing businesses, including records and information management storage and services businesses in our higher-growth markets, data centers, digital solutions, ALM business and other complementary businesses, and in new businesses, business strategies, products, services, technologies and geographies. These initiatives may involve significant risks and uncertainties, including:

IfAs stored records and tapes become less active, our service revenue growth and profits from related services may decline.

We and our customers are subject to laws and governmental regulationsregulations, including laws relating to data privacy and cybersecurity, and our customers’ demands in this area are increasing. This may cause us to incur significant expenses and non-compliance with such regulations and demands could harm our business.

Expansion into Global Digital Solutions and ALM services means that our data privacy and security risk profile is increasing. In particular, we are hosting increasing volumes of customer digital data, including sensitive and confidential data, and disposing of customer data-bearing devices. This may result in increased regulatory exposure, contractual liability and security expectations from customers. Finally, emerging AI regulations,technology, increasingsuch use ofas AI and generative AI toolssystems, have become subject to regulation under new laws and theirnew integrationapplications intoof ourprior businessesexisting maylaws which require additional resources and create additionalincrease compliance andrisks cybersecurityas risks.we integrate AI into our services.

Our reputation for providing secure information storage to customers is critical to the success of our business. Our reputation or brand, and specifically, the trust our customers place in us, could be negatively impacted in the event of perceived or actual failures by us to store information securely. Although we seek to prevent and detect attempts by unauthorized users to gain access to our IT systems, and incur significant costs to do so, our IT and network infrastructure has in the past been and may in the future be vulnerable to attackscyberattacks and security incidents, including by hackers, including state-sponsored organizations with significant financial and technological resources, breaches due to employee or contractor error, fraud or malice or other disruptions (including, but not limited to, computer viruses and other malware, denial of service and ransomware), which may involve a breach requiring us to notify regulators, clients or employees and enlist identity theft protection. Recent developments in the cybersecurity threat landscape include the use of AI and machine learning, as well as an increased number of cyber extortion and ransomware attacks. As techniques used to breach security change frequently and are generally not recognized until launched against a target, we may not be able to promptly detect that a cyber breach has occurred, or implement security measures in a timely manner or, if and when implemented, we may not be able to determine the extent to which these measures could be circumvented. Moreover, until we have migrated businesses we acquire onto our IT systems or ensured compliance with our information technology security standards, we have in the past and may in the future face additional risks because of the continued use of predecessor IT systems. We utilize remote work arrangements and outsource certain support services, including cloud storage systems and cloud computing services, to third parties, which has in the past and may in the future subject our IT and other sensitive information to additional risk. A successful breach of the security of our IT systems could lead to theft or misuse of our customers’ proprietary or confidential information or our employees’ personal information and result in third party claims against us, regulatory penalties and reputational harm. Although we maintain insurance coverage for various cybersecurity risks, there is no guarantee that all costs or losses incurred will be fully insured. Damage to our reputation could make us less competitive, which could negatively impact our business, financial condition and results of operations.

Our customer contracts maydo not always limit our liability and may sometimes contain terms that could subject us to significant liability or lead to disputes in contract interpretation.

As of December 31, 2024,2025, we operated in 61 countries. The global nature of our business and our growth strategy, which includes continued acquisitions and investments in countries where we do not currently operate,operate or have limited operations, is subject to numerous risks, including:

•political uncertainties and changes in the global political climate or other global events, such as war or other military conflict, trade warstariffs or trade restrictions, trade wars, global pandemics,pandemics or supply chain challenges, which may create additional risk in relation to our global operations, which may become more pronounced as we consolidate operations across countries and need to move data across borders;

If we fail to meet our commitment to transition to more renewable and sustainable sources of energy, it may negatively impact our ability to attract and retain certain of our customers, employees and investors who focus on this commitment.investors. Furthermore, changes to environmental laws and standards may increase the cost to operate some of our businesses. This could impact our results of operations, our competitiveness and the trading value of our stock.

We have made a commitment to prioritize sustainable energy practices, reduce our carbon footprint and transition to more renewable and sustainable sources of energy, particularly in our Global Data Center Business. We have made progress towards reducing our carbon footprint, but if we are not successful in continuing this reduction or if our customers, employees and investors are not satisfied with our sustainability efforts, it may negatively impact our ability to attract and retain customers, employees and investors who focus on this commitment. This could negatively impact our results of operations and the trading of our stock.

We arecontinue currentlyto experiencingexperience rising construction costs which reflect the increase in cost of labor and raw materials, as well as supply chain and logistical challenges. Unexpected disruptions to our supply chain, continued inflationary pressures or high interest rates, tariffs, delays in construction, limited financing availability, constrained supplies of new power, or changes in customer requirements could significantly affect the cost or timing of our planned expansion projects, have consequences under our project financing and partnership agreements, and interfere with our ability to meet commitments to customers who have contracted for space in new data centers under construction.

A significant portion of the revenue from our ALM business is derived from a limited number of clients and tied to cyclical projects involving the decommissioning and destruction of IT assets and the disposition of components of such assets to purchasers in concentrated geographies. Though we generally enter into long-term contracts with such clients, the volume of work we perform for specific clients may vary over the life of each contract due to various factors including changes in client behavior or macroeconomic conditions impacting the availability of new IT assets in the marketplace. There can be no assurance that we will be able to retain our current volumes, existing clients or that, if we were to lose one or more of our significant clients, we would be able to replace such clients with clients that generate a comparable amount of revenue. Further, many of the purchasers of the decommissioned IT asset components are geographically concentrated, particularly within mainlandin China. If governments enact trade policies or environmental regulations that restrict or increase the cost of exporting IT assets into China or the other markets in which we sell decommissioned IT asset components or recyclable materials, or increase the enforcement of such policies, then the revenue from the sale of these assets may be negatively impacted. Additionally, uncertain macroeconomic conditions, particularly within mainland China, may reduce our purchasers’ demand for the IT asset components that we sell, thereby reducing our revenues and earnings.

Failure to comply with certain regulatory and contractual requirements under our United States Governmentgovernment contracts could adversely affect our revenues, operating results and financial position and reputation.

Having the Unitedgovernment States Governmententities as a customercustomers subjects us to certain regulatory and contractual requirements. Failure to comply with these requirements could subject us to investigations, price reductions, up to treble damages, and civil penalties. Noncompliance with certain regulatory and contractual requirements could also result in us being suspended or debarred from future Unitedcontracting Stateswith Governmentsuch contracting.government entities. We may also face private derivative securities claims because of adverse government actions. Any of these outcomes could have a material adverse effect on our revenues, operating results, financial position and reputation.

•uninsured losses or damage to our facilities due to an inability to obtain full coverage on a cost-effective basis for some casualties, such as fires, hurricanessevere weather events, earthquakes and earthquakes,other natural disasters, or any coverage for certain losses, such as losses from riots or terrorist activities;

Unexpected events, including fires or explosions at our facilities, war or other military conflict, terrorist activities, natural disasters such as earthquakes and wildfires, unplanned power outages, supply disruptions, failure of equipment or systems, and severe weather events, such as droughts, heat waves, wind events, hurricanes, and flooding, could adversely affect our reputation and results of operations through physical damage to our facilities, equipment and customers' inventory and through physical damage to, or disruption of, local infrastructure. During the past several years, we have seen an increase in the frequency and intensity of severe weather events and we expect this trend to continue due to climate change. Some of our key facilities worldwide are vulnerable to severe weather events, and global weather pattern changes may also pose long-term risks of physical impacts to our business. Our customers rely on us to securely store and timely retrieve their critical information, and, while we maintain disaster recovery and business continuity plans that would be implemented in these situations, these unexpected events could result in customer service disruption, physical damage to one or more key operating facilities and the information stored in those facilities, the closure of one or more key operating facilities or the disruption of information systems, each of which could negatively impact our reputation and results of operations. In addition, these unexpected events could negatively impact our reputation if such events result in adverse publicity, governmental investigations or litigation or if customers do not otherwise perceive our response to be adequate.

Dividends payable by United States corporations to noncorporate stockholders, such as individuals, trusts and estates, are generally eligible for reduced United States federal income tax rates applicable to "qualified dividends". Distributions paid by REITs generally are not treated as "qualified dividends" under the Code, and the reduced rates applicable to such dividends do not generally apply. However, for tax years beginning before 2026, REIT dividends paid to noncorporate stockholders that meet specified holding period requirements are generally taxed at an effective tax rate lower than applicable ordinary income tax rates due to the availability of a deduction under the Code for specified forms of income from passthrough entities. More favorable rates will nevertheless continue to apply to regular corporate "qualified" dividends, which may cause some investors to perceive that an investment in a REIT is less attractive than an investment in a non-REIT entity that pays dividends, thereby reducing the demand and market price of our common stock.

In September 2022,2025, we announcedcompleted our investments in Project Matterhorn, a global program designed to accelerate the growth of our business.business, which we announced in September 2022. Project Matterhorn investments focusfocused on transforming our operating model to a global operating model. Project Matterhorn focuses onenabled the formationdevelopment of a solution-based sales approach that is designed to allowallowed us to optimize our shared services and best practices to better serve our customers' needs. WeAs arepart investingof this, we invested to accelerate growth and to capture a greater share of the large, global addressable markets in which we operate. We have incurred approximately $378.5$574.4 million in Restructuring and other transformation costs fromrelated the inception ofto Project Matterhorn throughsince its inception. During the years ended December 31, 2024.2025 Weand expect2024, towe incurincurred approximately $150.0$195.9 million and $161.4 million, respectively, in Restructuring and other transformation costs related to Project Matterhorn during the year ending December 31, 2025, at which point the program is expected to be completed.Matterhorn. Costs arewere comprised of (1) restructuring costs, which includeincluded (i) site consolidation and other related exit costs, (ii) employee severance costs and (iii) certain professional fees associated with these activities, and (2) other transformation costs, which includeincluded professional fees such as project management costs and costs for third party consultants who are assistingassisted in the enablement of our growth initiatives. The following chart presents (in thousands) total Restructuring and other transformation costs related to Project Matterhorn from the inception of Project Matterhorn through December 31, 2024 and for the years ended December 31, 2024 and 2023:

•We expect continued total revenue and Adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA") growth in 20252026 as a result of our focus on new product and service offerings, cross-selling opportunities, innovation, customer solutions and market expansion in line with our Projectgrowth Matterhorn objectives.strategies.

Our revenues consist of storage rental revenues and service revenues and are reflected net of sales and value-added taxes. Storage rental revenues, which are considered a key driver of financial performance for the storage and information management services industry, consist primarily of recurring periodic rental charges related to the storage of materials or data (generally on a per unit basis) that are typically retained by customers for many years and of revenues associated with our data center operations. Service revenues include charges for related service activities, the most significant of which include: (1) the handling of records, including the addition of new records, temporary removal of records from storage, refiling of removed records, customer termination and permanent withdrawal fees, project revenues and courier operations, consisting primarily of the pickup and delivery of records upon customer request; (2) secure shredding of sensitive documents and the subsequent sale of shredded paper for recycling, the price of which can fluctuate from period to period; (3) the decommissioning, data erasure, processing and disposition, and recycling or sale of IT hardware and component assets; and (4) digital solutions, including the scanning, imaging and document conversion services of active and inactive records, consulting services and the sale of software as a service; and (5) data center services,service, including set up, monitoring and support of our customers'Digital assetsExperience which are protected in our data center facilities, and special project services, including data center fitout.Platform.

Our depreciation and amortization charges result primarily from depreciation related to storage systems, which include buildings, building and leasehold improvements, data center infrastructure, racking structures and computer systems hardware and software. AmortizationOur relatesamortization charges relate primarily to customer and supplier relationship intangible assets, Contract Costs (as defined below in Critical Accounting Estimates) and data center lease-based intangible assets. Both depreciation and amortization are impacted by the timing of acquisitions.

(2)Includes foreign currency transaction losses (gains) losses,, net, debt extinguishment expense and other, net. See Note 2.v. to Notes to Consolidated Financial Statements included in this Annual Report for additional information regarding the components of Other expense (income), net.

(2)Tax (benefit) expense associated with the gain on sale of real estate for the years ended December 31, 20242025 and 20232024 was approximately $1.1$(0.2) million and $0.5$1.1 million, respectively.

(4)Represents the tax impact of (i) the reconciling items above, which impact our reported netNet incomeIncome (lossLoss) beforeBefore provisionProvision (benefitBenefit) for incomeIncome taxesTaxes but has an insignificant impact on our reported provisionProvision (benefitBenefit) for incomeIncome taxesTaxes and (ii) other discrete tax items. Discrete tax items resulted in a provision (benefit) provision for income taxes of $(6.2)$2.0 million and $(18.16.2) million for the years ended December 31, 20242025 and 2023,2024, respectively.

Revenue is recognized when or as control of promised goods or services is transferred to the customer, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. See Note 2.s. to Notes to Consolidated Financial Statements included in this Annual Report for additional details on our revenue recognition policies. RevenueThe formajority allof our linesrevenue ofis business, with the exception of storage revenuesrecognized in ouraccordance Global Data Center Business (which is subject towith Accounting Standards Codification ("ASC") Topic 842, Leases), is recognized in accordance with ASC 606, Revenue from Contracts with Customers ("ASC 606"), the application of which requires that we make significant judgments related to performance obligations and the transfer of control to the customer. Storage revenue for our Global Data Center Business is recognized in accordance with ASC Topic 842, Leases.

Certain costs to fulfill or obtain customer contracts and certain initial direct costs of obtaining data center leases, including the costs associated with the initial movement of customer records into physical storage and certain commission expenses, are collectively referred to as "Contract Costs". Contract Costs are capitalized and amortized as a component of depreciation and amortization in our Consolidated Statements of Operations, generally over a three year term, which we have determined is consistent with the transfer of the underlying performance obligations to which the assets relate.relate or the lease term. Different determinations on term length would result in differences in the amount and timing of amortization expense recognized.

The fair value of the deferred purchase obligation associated with the Regency Transaction (as defined in Note 3 to Notes to Consolidated Financial Statements included in this Annual Report) was determinedinitially established utilizing a Monte-Carlo simulation model and takes into account our forecasted projections as it relates to the underlying performance of the business. The Monte-Carlo simulation model incorporates assumptions as to expected revenue over the achievement period, including adjustments for volatility and timing, as well as discount rates that account for the risk of the arrangement and overall market risks.

Our estimates of fair value are based upon assumptions believed to be reasonable at that time but which are inherently uncertain and unpredictable. Assumptions may be incomplete or inaccurate, and unanticipated events and circumstances may occur, which may affect the accuracy of such assumptions. TotalThere supplierwere relationshipno intangiblematerial assets acquiredacquisitions in our 2024 acquisitions was approximately $131.5 million.2025.

Based on our goodwill impairment analysis as of October 1, 2024,2025, all of our reporting units had estimated fair values exceeding their carrying values by greater than 35%.values. The ALM reporting unit represented approximately $749.6$780.3 million, or 14.7%,14.8%, of our consolidated goodwill balance at December 31, 2024,2025, and its fair value is most sensitive to changes in our assumptions. The following is a summary of the ALM reporting unit including the goodwill balance (in thousands), the percentage by which the fair value of the reporting unit exceeded its carrying value and certain key assumptions used by us in determining the fair value of the reporting unit as of October 1, 20242025:

The fair values of our reporting units are generally determined using a combined approach based on the present value of future cash flows (the "Discounted Cash Flow Model") and market multiples (the "Market Approach"). There are inherent uncertainties and judgments involved when determining the fair value of the reporting units for purposes of our annual goodwill impairment testing. The following includes supplemental information to the table above for the ALM reporting unit where the estimated fair value exceeded its carrying value by approximately 57.4%93.7% as of October 1, 2024.2025. The fair value of our ALM reporting unit was determined using a Discounted Cash Flow Model approach. We do not use a Market Approach when determining the fair value of our ALM reporting unit given a lack of directly comparable publicly traded guideline companies to ALM. The success of these businesses and the achievement of certain key assumptions developed by management and used in the Discounted Cash Flow Model are contingent upon various factors including, but not limited to, (i) achieving growth from existing customers, (ii) sales to new customers, (iii) increased market penetration and (iv) market pricing trends of IT hardware and component assets.

Our ALM business provides hyperscale and corporate IT infrastructure managers with services and solutions that enable the decommissioning, data erasure, processing and disposition, and recycling or sale of IT hardware and component assets. ALM services are enabled by: (i) secure logistics, chain of custody and complete asset traceability practices; (ii) environmentally-responsible asset processing and recycling; and (iii) data sanitization and asset refurbishment services that enable value recovery through asset remarketing. The assumptions we used in determining fair value reflect the ongoing and anticipated expansion of these services, the maintenance and further development of the supplier relationships required to expand this business and meet customer demand and decommissioning schedules of our supplier's IT hardware and component assets, as well as demand for such assets at that time. The assumptions used also reflect market pricing for IT hardware and component assets that is consistent with the normalized pricing we observed in the current year.

KEY ASSUMPTIONS FOR ALL REPORTING UNITS

The fair values of our reporting units are generally determined using a combined approach based on the present value of future cash flows (the "Discounted Cash Flow Model") and market multiples (the "Market Approach"). There are inherent uncertainties and judgments involved when determining the fair value of the reporting units for purposes of our annual goodwill impairment testing. Key factors that could reasonably be expected to have a negative impact on the estimated fair value of these reporting units and potentially result in impairment charges include, but are not limited to: (i) a deterioration in general economic conditions, (ii) significant adverse changes in regulatory factors or in the business climate, (iii) adverse actions or assessment by regulators and (iv) changes in market trends due to the evolution of technology, all of which could result in adverse changes to the key assumptions used in valuing the reporting units. The inability to meet the assumptions used in the Discounted Cash Flow Model and Market Approach for each of the reporting units, or future adverse market conditions not currently known, could lead to a fair value that is less than the carrying value in any one of our reporting units.

We noted that, based on the estimated fair value of all of our reporting units determined as of October 1, 20242025:

•an increase in labor costs driven by an increase in service activity, primarily within our Global RIM Business,Business segment and ALM business, including the impact of recent acquisitions;

•an increase in product cost of sales and other in our ALM business asin aline result of higherwith product volumessales increases from new and ourexisting acquisition of Regency Technologies.customers.

•an increase in general, administrative and other expenses, primarily driven by higher compensation expense, recent acquisitions, professional fees and IT costsexpense; and

•aan decreaseincrease in sales, marketing and account management expenses, primarily driven by lowerhigher compensation expense, primarily offset byand increased professional fees and marketing costs.

Loss (gain) on disposal/write-down of property, plant and equipment, net for the years ended December 31, 20242025 and 20232024 was approximately $6.2$24.6 million and $(12.8)$6.2 million, respectively.

(1)We recorded net foreign currency transaction gainslosses of $39.1$105.6 million in the year ended December 31, 2024,2025, based on period-end exchange rates. These gainslosses resulted primarily from the impact of changes in the exchange rate of the British pound sterling and the Euro against the United States dollar compared to December 31, 20232024 on our intercompany balances with and between certain of our subsidiaries.

•organic service revenue growth primarily driven by increases in our traditionalGlobal serviceDigital activity levelsSolutions and growth in our Globaltraditional Digitalservice Solutionsactivity businesslevels; and

•organic storage rental revenue growth from leases that commenced during 20242025 and in prior periods, improved pricing and higherincreased usage of pass-through power costs, partially offset by churn of 700 basis points;

•a 200620 basis point increase in Adjusted EBITDA Margin reflecting recent lease commencements, improved pricing and cost containment, partially offset by increased usage of pass-through power.containment.

•an increase in service revenue of $137.0$87.5 million due to acquisitions in our acquisitionALM of Regency Technologiesbusiness;

•organic service revenue growth in our ALM business reflectingdriven increasedby volumegrowth from new and existing customers and improved component pricing trends; and

•an increaseimprovement in Adjusted EBITDA driven by service revenue improvement in our ALM business, including from the Regency Technologies acquisition, partially offset by higher compensation expense, professional fees and IT costs.business.

As disclosed above, inas Septemberof 2022,December 31, 2025, we announcedcompleted our investments in Project Matterhorn. We have incurred approximately $378.5$574.4 million in Restructuring and other transformation costs from the inception of Project Matterhorn through December 31, 2024. We expect to incur approximately $150.0 million in costs related to Project Matterhorn duringsince theits year ending December 31, 2025, at which point the program is expected to be completed.inception. During the years ended December 31, 20242025 and 2023,2024, we incurred approximately $161.4$195.9 million and $175.2$161.4 million, respectively, ofin Restructuring and other transformation costs related to Project Matterhorn, which arewere comprised of (1) restructuring costs, which includeincluded (i) site consolidation and other related exit costs, (ii) employee severance costs and (iii) certain professional fees associated with these activities, and (2) other transformation costs, which includeincluded professional fees such as project management costs and costs for third party consultants who are assistingassisted in the enablement of our growth initiatives.

For the year ended December 31, 2024,2025, net cash flows provided by operating activities increased by $83.1$143.3 million compared to the prior year period primarily due to an increase in net income (loss) (excluding non-cash charges) of $114.9$131.4 million,million partiallyand offsetan by a decreaseincrease in cash from working capital of $31.8$11.9 million.

•Net proceeds of approximately $1,188.0$1,390.7 million associated with the issuance of the 61/4%Euro Notes (as defined below).

•Net proceeds of approximately $492.0$1,006.4 million, primarily associated with borrowings under our Credit Agreement (as defined below) and our data center credit facilities, which were used to partially finance the construction of our data centers.centers, offset by the repayment of the 3.875% GBP Senior Notes due 2025 (the "GBP Notes").

•Payments of deferred purchase obligations and other deferred payments of $158.8$240.7 million.

The following table presents our capital spend for 20242025 and 20232024 organized by the type of the spending as described above.above:

Excluding capital expenditures associated with potential future acquisitions, we expect total capital expenditures of approximately $1,950.0$2,200.0 million for the year ending December 31, 2025.2026. Of this, we expect capital expenditures for growth investment of approximately $1,800.0$2,050.0 million,million and recurring capital expenditures of approximately $150.0 million.

DuringIn theDecember quarter ended September 30, 2024,2025, we entered into an agreement with a partner to form our Iron Mountain Data Centers VirginiaArizona 6/73 JV, LLCLP joint venture, which resulted in an initial Noncontrolling interest of approximately $103.1$74.8 million recorded in our Consolidated Balance Sheet at SeptemberDecember 30,31, 2024.2025.

The Revolving Credit Facility and the Term Loan A are scheduled to mature on March 18, 2030, at which point all obligations become due. The Term Loan B due 2031 is scheduled to mature on January 31, 2031, at which point all obligations become due. As of December 31, 2024,2025, we had $121.0$751.5 million, $216.0$487.5 million and $1,850.7$2,031.5 million outstanding under the Revolving Credit Facility, the Term Loan A and the Term Loan B due 2031,B, respectively. As of December 31, 2024,2025, we had various outstanding letters of credit totaling $7.8$12.4 million under the Revolving Credit Facility. The remaining amount available for borrowing under the Revolving Credit Facility as of December 31, 2024,2025, which is based on IMI’s leverage ratio, the last 12 months' earnings before interest, taxes, depreciation and amortization and rent expense ("EBITDAR"), other adjustments as defined in the Credit Agreement and current external debt, was $2,621.2$1,986.1 million (which amount represents the maximum availability as of such date). Available borrowings under the Revolving Credit Facility are subject to compliance with our indenture covenants as discussed below. The weighted average interest rate in effect under the Revolving Credit Facility as of December 31, 20242025 was 6.3%.5.7%. The interest rates in effect under the Term Loan A and the Term Loan B due 2031 as of December 31, 20242025 were 6.1%5.5% and 6.4%,5.8%, respectively.

VIRGINIADATA CREDITCENTER DEBT AGREEMENTS

The following discussion and analysis of our financial condition and results of operations for the three and six months ended MarchJune 31,30, 2026 should be read in conjunction with our Condensed Consolidated Financial Statements and Notes thereto for the three and six months ended MarchJune 31,30, 2026, included herein, and our Consolidated Financial Statements and Notes thereto for the year ended December 31, 2025, included in our Annual Report on Form 10-K filed with the United States Securities and Exchange Commission ("SEC") on February 12, 2026 (our "Annual Report").

The following discussions set forth, for the periods indicated, management's discussion and analysis of financial condition and results of operations. Significant trends and changes are discussed for the three and six months ended MarchJune 31,30, 2026 within each section. Trends and changes that are consistent for both the three and six month periods are not repeated and are discussed on a year to date basis only.

Cost of sales (excluding depreciation and amortization) and Selling, general and administrative expenses for the threesix months ended MarchJune 31,30, 2026 consists of the following:

(1)The differences between our effective tax rates and our structural tax rate (or adjusted effective tax rates) for the three and six months ended MarchJune 31,30, 2026 and 2025 are primarily due to (i) the reconciling items above, which impact our reported Net Income (Loss) Before Provision (Benefit) for Income Taxes but have an insignificant impact on our reported Provision (Benefit) for Income Taxes and (ii) other discrete tax items. Our structural tax rate for purposes of the calculation of Adjusted EPS for the three and six months ended MarchJune 31,30, 2026 and 2025 was 15.5%16.1% and 17.0%,16.7%, respectively. The Tax impact of reconciling items and discrete tax items is calculated using the current quarter's estimate of the annual structural tax rate. This may result in the current period adjustment plus prior period reported quarterly adjustments not summing to the full year adjustment.

(1)Includes foreign currency transaction (gains) losses, net and other, net. See Note 2.h. to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for additional information regarding the components of Other expense (income) expense,, net.

(2)Represents the tax impact of (i) the reconciling items above, which impact our reported Net Income (Loss) Before Provision (Benefit) for Income Taxes but have an insignificant impact on our reported Provision (Benefit) for Income Taxes and (ii) other discrete tax items. Discrete tax items resulted in a provision (benefit) provision for income taxes of $(0.37.8) million and $0.3$(8.0) million for the three and six months ended MarchJune 31,30, 20262026, respectively, and $2.3 million and $2.6 million for the three and six months ended June 30, 2025, respectively.

COMPARISON OF THE THREE AND SIX MONTHS ENDED MARCHJUNE 31,30, 2026 TO THE THREE AND SIX MONTHS ENDED MARCHJUNE 31,30, 2025 (IN THOUSANDS):

Primary factors influencing the change in reported storage rental revenue and reported service revenue for the threesix months ended MarchJune 31,30, 2026 compared to the threesix months ended MarchJune 31,30, 2025 include the following:

Primary factors influencing the change in reported Cost of sales for the threesix months ended MarchJune 31,30, 2026 compared to the threesix months ended MarchJune 31,30, 2025 include the following:

Primary factors influencing the change in reported Selling, general and administrative expenses for the threesix months ended MarchJune 31,30, 2026 compared to the threesix months ended MarchJune 31,30, 2025 include the following:

•an increase in general, administrative and other expenses, primarily driven by higher compensation expense; and professional fees, and

•an increase in sales, marketing and account management expenses, primarily driven by higher compensation expense,expense and increased marketing costs.

Depreciation expense increased $29.7$52.0 million, or 18.3%,15.1%, for the threesix months ended MarchJune 31,30, 2026 compared to the prior year period. See Note 2.i. to Notes to Consolidated Financial Statements included in our Annual Report for additional information regarding the useful lives over which our property, plant and equipment is depreciated.

Amortization expense increased $6.0$12.6 million, or 8.6%,8.9%, for the threesix months ended MarchJune 31,30, 2026 compared to the prior year period.

Acquisition and Integration Costs for the threesix months ended MarchJune 31,30, 2026 and 2025 were approximately $2.9$4.6 million and $5.8$10.6 million, respectively.

Loss (gain) on disposal/write-down of property, plant and equipment, net for the threesix months ended MarchJune 31,30, 2026 and 2025 was approximately $7.6$19.1 million and $5.6$4.6 million, respectively.

Interest expense, net increased $29.1$47.5 million to $223.8$447.3 million in the threesix months ended MarchJune 31,30, 2026 from $194.7$399.8 million in the prior year period. The increase is primarily due to higher average debt outstanding during the threesix months ended MarchJune 31,30, 2026 compared to the prior year period. Our weighted average interest rate, inclusive of the fees associated with our outstanding letters of credit, was 5.5%5.6% and 5.7% atas Marchof 31,June 30, 2026 and 2025, respectively. See Note 5 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for additional information regarding our indebtedness.

OTHER EXPENSE (INCOME) EXPENSE,, NET

Other expense (income) expense,, net for the three and six months ended MarchJune 31,30, 2026 and 2025 consists of the following (in thousands):

(1)The gains for the three and six months ended MarchJune 31,30, 2026 primarily consist of the impact of changes in the exchange rate of the Euro against the United States dollar on our intercompany balances with and between certain of our subsidiaries.

(2)Other, net for the three and six months ended MarchJune 31,30, 2026 primarily consists of a loss of approximately $17.8$41.9 million and $59.7 million, respectively, due to the change in value of our deferred purchase obligations.obligations and other deferred payments.

We provide for income taxes during interim periods based on our estimate of the effective tax rate for the year. Our effective tax rates for the three and six months ended MarchJune 31,30, 2026 and 2025 are as follows:

The primary reconciling items between the federal statutory tax rate of 21.0% and our overall effective tax rate for the three and six months ended MarchJune 31,30, 2026 were the (i) benefits derived from the dividends paid deduction, (ii) non-taxable income we recorded in Other expense (income) expense,, net during the period, as well as the differences in the tax rates to which our foreign earnings are subject, partially offset by (iii) disallowed interest expenses of certain entities.

THREESIX MONTHS ENDED YEAR OVER YEAR SEGMENT ANALYSIS: GLOBAL RIM BUSINESS (IN MILLIONS)

Primary factors influencing the change in revenue and Adjusted EBITDA Margin in our Global RIM Business segment for the threesix months ended MarchJune 31,30, 2026 compared to the prior year period include the following:

THREESIX MONTHS ENDED YEAR OVER YEAR SEGMENT ANALYSIS: GLOBAL DATA CENTER BUSINESS (IN MILLIONS)

Primary factors influencing the change in revenue and Adjusted EBITDA Margin in our Global Data Center Business segment for the threesix months ended MarchJune 31,30, 2026 compared to the prior year period include the following:

•organic storage rental revenue growth from leases that commenced during the first threesix months of 2026 and in prior periods, improved pricing and increased customer usage of power;

•a 3060 basis point decreaseincrease in Adjusted EBITDA Margin reflecting higherlease pass-throughcommencements, powerimproved costs,pricing and cost containment, partially offset by ongoinghigher costpass-through management.power costs.

Primary factors influencing the change in revenue and Adjusted EBITDA in Corporate and Other (as defined in Note 8 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report) for the threesix months ended MarchJune 31,30, 2026 compared to the prior year period include the following:

The following is a summary of our cash balances and cash flows (in thousands) as of and for the threesix months ended MarchJune 31,30,

For the threesix months ended MarchJune 31,30, 2026, net cash flows provided by operating activities increased by $141.3$315.4 million compared to the prior year period, primarily due to an increase in net income (loss) (excluding non-cash charges) of $170.7$353.8 million, partially offset by a decrease in cash from working capital of $29.4$38.4 million.

Our significant investing activity during the threesix months ended MarchJune 31,30, 2026 included cash paid for capital expenditures of $518.0$1,106.2 million. Additional details of our capital spending are included in the "Capital Expenditures" section below.

Our significant financing activities during the threesix months ended MarchJune 31,30, 2026 included:

•Net proceedspayments of approximately $658.1$621.2 million primarily associated with borrowingsrepayments under the Revolving Credit FacilityFacility, andpartially offset by borrowings under our data center credit facilities, which were used to partially finance the construction of our data centers.

The following table presents our capital spend for the threesix months ended MarchJune 31,30, 2026 and 2025, organized by the type of the spending as described in our Annual Report (in thousands):

See Note 7 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for a listing of dividends that we declared during the first threesix months of 2026 and fiscal year 2025.

On AprilAugust 30,5, 2026, we declared a dividend to our stockholders of record as of JuneSeptember 15, 2026 of $0.864 per share, payable on JulyOctober 3,2, 2026.

Financial instruments that potentially subject us to credit risk consist principally of cash and cash equivalents (including money market funds and time deposits) and accounts receivable. The only significant concentrations of liquid investments as of MarchJune 31,30, 2026 are related to cash and cash equivalents held in money market funds. See Note 2.d. to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for information on our money market funds and time deposits.

Long-term debt as of MarchJune 31,30, 2026 is as follows (in thousands):

On January 9, 2026, Iron Mountain Data Centers Virginia 3, LLC and Iron Mountain Data Centers Virginia 3 Intermediate II, LLC, both wholly ownedwholly-owned subsidiaries of Iron Mountain Incorporated,Incorporated ("IMI"), entered into a mortgage loan agreement and a mezzanine loan agreement with a total original principal balance of $433.0 million (the "Virginia 3 Term Loans due 2031"). The Virginia 3 Term Loans due 2031 are secured by the property of Iron Mountain Data Centers Virginia 3, LLC and are scheduled to mature on January 9, 2031, at which point all obligations will become due. The Virginia 3 Term Loans due 2031 bear interest at a weighted average rate of 6.33%.6.3%. Total net proceeds from the Virginia 3 Term Loans due 2031 were used to repay the Virginia 3 Term Loans due 2026 (defined as the Virginia 3 Term Loans in Note 6 to Notes to Consolidated Financial Statements included in our Annual Report) and a portion of the outstanding borrowings under the Revolving Credit Facility.

The Credit Agreement, certain of our bond indentures and other agreements governing our indebtedness contain certain restrictive financial and operating covenants, including covenants that restrict our ability to complete acquisitions, pay cash dividends, incur indebtedness, make investments, sell assets and take other specified corporate actions. The covenants do not contain a rating trigger. Therefore, a change in our debt rating would not trigger a default under the Credit Agreement, our bond indentures or other agreements governing our indebtedness. The Credit Agreement requires that we satisfy a net total lease adjusted leverage ratio and a fixed charge coverage ratio on a quarterly basis, and certain of our bond indentures require that, among other things, we satisfy a leverage ratio (not lease adjusted) or a fixed charge coverage ratio (not lease adjusted) as a condition to taking actions such as paying dividends and incurring indebtedness.

Our leverage and fixed charge coverage ratios under the Credit Agreement as of MarchJune 31,30, 2026 are as follows:

We are in compliance with our leverage and fixed charge coverage ratios under the Credit Agreement, our bond indentures and other agreements governing our indebtedness as of MarchJune 31,30, 2026. Noncompliance with these leverage and fixed charge coverage ratios would have a material adverse effect on our financial condition and liquidity.

We utilize interest rate swap agreements designated as cash flow hedges to limit our exposure to changes in interest rates on a portion of our floating rate indebtedness. Certain of our interest rate swap agreements have notional amounts that will increase with the underlying hedged transaction. Under our interest rate swap agreements, we receive variable rate interest payments associated with the notional amount of each interest rate swap, based upon the one-month Secured Overnight Financing Rate,Rate ("SOFR"), in exchange for the payment of fixed interest rates as specified in the interest rate swap agreements. Our interest rate swap agreements are marked to market at the end of each reporting period, representing the fair values of the interest rate swap agreements, and any changes in fair value are recognized as a component of Accumulated other comprehensive items, net. Unrealized gains are recognized as assets, while unrealized losses are recognized as liabilities.

As of MarchJune 31,30, 2026 and December 31, 2025, we have approximately $1,010.0$1,032.0 million and $1,349.0 million, respectively, in notional value outstanding on our interest rate swap agreements. As of MarchJune 31,30, 2026, our interest rate swap agreements have maturity dates ranging from August 2026 through MayJune 2027.2029.

We utilize cross-currency swaps to hedge the variability of exchange rate impacts between the United States dollar and certain of our foreign functional currencies, including the Euro and the Canadian dollar. As of MarchJune 31,30, 2026, our cross-currency swap agreements have maturity dates ranging from November 2026 through February 2029.

The notional values of our cross-currency swaps, by hedged currency, as of MarchJune 31,30, 2026 and December 31, 2025, are as follows (in thousands):