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

•The temperature-controlled warehouses that comprise our global warehousing business are concentrated in certain geographic areas, some of which are particularly susceptible to adverse local conditions. Our inability to quickly and effectively restore operations following adverse weather or a localized disasterdisaster, or economic or other disturbance in a key geography could materially and adversely affect us.

•Many of our costs, such as operating expenses, interest expenseexpense, and real estate acquisition and construction costs,costs could be adversely impacted by periods of heightened inflation.

•Labor shortages, increased turnover, and work stoppages have in the past,past disrupted, and may in the future,future continue to disruptdisrupt, our or our customers’ operations, increase costs, and negatively impact our profitability.

•Supply chain disruptions have in the past, and may continueagain toin the future, negatively impact our business.

•We are exposed to risks associated with expansion and development, including greenfields, which could result in returns below expectations and unforeseen costs and liabilities.

•A portion of our future growth depends upon acquisitions and we may be unable to identify, completecomplete, and successfully integrate acquisitions, which may impede our growth, and our future acquisitions may not achieve their intended benefits or may disrupt our plans and operations.

•We may be vulnerable to security breaches or cybersecurity incidentsincidents, which could disrupt our operations and have a material adverse effect on our financial condition and operating results.

•We are a “controlled company” within the meaning of Nasdaq rules and, as a result, qualify for, and may rely on, exemptions from certain corporate governance requirements. You willdo not have the same protections afforded to stockholders of companies that are subject to such requirements.

•Increases in interest rates could increase the amount of our debt payments.payments and interest expense.

•Our Co-Executive Chairmen will have substantial influence over our business, and our Co-Executive Chairmen’s interests, and the interests of certain members of our management, will differ from our interests and those of our other stockholders in certain respects.

Our investments in real estate assets are concentrated in the industrial real estate industry, specifically in temperature-controlled warehouses. This concentration exposes us to the risk of economic downturns in this industry 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. For example, the demand for seafood, packaged foods and proteins such as poultry, pork and beef and the production of such products directly impacts the need for temperature-controlled warehouse space to store such products for our customers. Although our customers collectively store a diverse product mix in our temperature-controlled warehouses, declinesDeclines in production of or demand for theirour customers’ products could cause our customers to reduce their inventory levels at and throughput through our warehouses, which could reduce the storage, handling and other fees payable to us and materially and adversely affect 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. For example, approximately 8%10% of our owned or leased warehouses were located in theCalifornia, Netherlands, 7%8% were in Washington, 7%8% were in California,the 7%Netherlands, 6% were in Illinois, and 6% were in Texas (in each case, on a cubic-foot basis based on information as of December 31, 20242025). This geographic concentration could adversely affect our operating performance if conditions become less favorable in any of the states or markets within such states in which we have a concentration of properties. We cannot assure you that any of our markets will grow, not experience adverse developments or that underlying real estate fundamentals will be favorable to owners and operators of service-oriented or experience-based properties. Our operations may also be affected if competing properties are built in our markets. Local conditions may include natural disasters, periods of economic slowdown or recession, regulatory changes, labor shortages or strikes, localized oversupply in warehousing space or reductions in demand for warehousing space, adverse agricultural events, road or rail line closures, disruptions in logistics systems, such as transportation and tracking systems for our customers’ inventory, and power outages.

We also maintain facilities in areas that may be susceptible to natural disasters or other serious disruptions caused by record or sustained high temperatures, fire, earthquakes, droughts, floods, or other causes that may spoil, damage or destroy a significant portion of customer inventory. 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. Our inability to quickly and effectively restore operations following adverse weather or a localized disaster, or economic or other disturbance in a key geography could materially and adversely affect us. Although ourOur property insurance typically insures us against such risks, these policies are subject to deductibles and customary exclusions, and there can be no assurance that such potential liability will not exceed the applicable coverage limits under our insurance policies.

Adverse economic conditions such as high unemployment levels, interest rates, tariffs, tax rates and fuel and energy costs may have an impact on the results of operations and financial conditions. The success of our business will be affected by general economic and market conditions, as well as by changes in laws, currency exchange controls and national and international political, environmental and socio-economic circumstances. Specifically, our business operations are sensitive to the systemic impact of inflation, tariffs, the availability and cost of credit, declines in the real estate market, increases in fuel, energy and power costs and geopolitical issues. A severe or prolonged economic downturn may adversely impact the general availability of credit to businesses and could lead to a weakening of the U.S. and global economies. While it is difficult to determine the breadth and duration of any unfavorable market or economic conditions and the many ways in which they may affect our customers and our business in general, unfavorable market or economic conditions may result in:

InflationIn recent years, inflation in North America, Europe, and the Asia-Pacific region has risenrose to levels not experienced in recent decadesdecades, and we arehave seeingseen its impact on various aspects of our business. While inflation levels have slowed globally throughout 2025, we continue to see the impact of rising costs. Certain of our expenses, including, but not limited to, labor costs, utility costs (power in particular), interest expense, property taxes, insurance premiums, equipment repair and replacement, and other operating expenses are subject to inflationary pressures that have and may continue to negatively impact our business and results of operations. WhileOur we seekefforts to reduce the impact of inflation by increased operating efficiencies and embedded rate escalation or price increases to our customers tomay offsetnot increasedbe costssuccessful, and while regulators’ efforts to reduce inflation have been achieved varying levels of success, there can be no assurance that we will be able to offset future inflationary cost increases in whole or in part, which could adversely impact our profit margins. We may be limited in our ability to obtain reimbursement from customers under existing contracts for any increases in operating expenses such as labor, electricity charges, maintenance costs, taxes, including real estate and income taxes, or other real estate-related costs.expenses. Unless we are able to offset any unexpected costs in a timely manner, or at all, with sufficient revenues through new contracts or new customers, increases in these costs would lower our operating margins and could materially and adversely affect us. In addition, higher food costs have continued to impact end-consumers’ buying decisions for certain commodities, which could negatively impact specific customers.

Labor shortages, increased turnover, and work stoppages have in the past,past disrupted, and may in the future,future continue to disruptdisrupt, our or our customers’ operations, increase costs, and negatively impact our profitability.

We hire our own workforce to handle product in and out of storage for our customers in most of our facilities. 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, and we have historically experienced some level of 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 shortages in other industries with which we compete for labor, government regulations, which include lawslaws, regulations, and regulationspolicies related to workers’ health and safety, wage and hour practices and immigration. In addition, we seek to optimize our mix of permanent and temporary team members in our facilities, as temporary team members typically result in higher costs and lower efficiency. Labor shortages and increased turnover rates within our team member ranks have led toto, and could in the future lead toto, increased costs, such as increased overtime to meet demand, increased time and resources related to training new team members, and increased wage rates to attract and retain team members, and could negatively affect our ability to efficiently operate our facilities or otherwise operate at full capacity. An overall or prolonged labor shortage, lack of skilled labor, inability to maintain a stable mix of permanent to temporary team members, increased turnover and labor cost inflation could have a material adverse impact on us. In addition, we may not be able to successfully implement our labor productivity and lean operating principles initiatives, which may impede our growth.

In addition, our customers’ operations are subject to labor shortages and disruptions that could continue to negatively impact 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.

Supply chain disruptions have in the past, and may continueagain toin the future, negatively impact our business.

We are exposed to risks associated with expansion and development, including greenfields, which could result in returns below expectations and unforeseen costs and liabilities.

We have engagedengaged, and we expect to continue to engage, in expansion and development activities, including greenfield development and expansion projects, with respect to certain of our properties. Expansion and development activities will 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:

As of December 31, 2024,2025, we had 2315 greenfield development and expansion projects that had been completed since DecemberJanuary 31,1, 20212023 and sixnine greenfield development and expansion projects under construction. As a part of our standard development and expansion underwriting process, we analyze the estimated initial full year stabilized NOI yield we expect to derive from each greenfield development project and the estimated incremental initial full year stabilized NOI yield we expect to derive from each expansion project, as applicable, and establish a targeted NOI yield range. We define estimated initial full year stabilized NOI yield as the percentage of the total estimated cost to complete the greenfield development or expansion project represented by the estimated initial full year stabilized NOI from the greenfield development project or the estimated incremental initial full year stabilized NOI from the expansion project. For greenfield development projects, we calculate the estimated initial full year stabilized NOI by subtracting the greenfield development project’s estimated initial full year stabilized operating expenses (before interest expense, income taxes (if any) and depreciation and amortization) from its estimated initial full year stabilized revenue. For expansion projects, we calculate the estimated incremental initial full year stabilized NOI by subtracting the expansion project’s estimated incremental initial full year stabilized operating expenses (before interest expense, income taxes (if any) and depreciation and amortization) from its estimated incremental initial full year stabilized revenue.

Our customer contracts that do not contain minimum storage guarantees 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. As a result, most of our customers may discontinue or otherwise reduce their use of our warehouses or other services in their discretion at any timetime, which could have a material adverse effect on us. Additionally, we have discrete pricing for our customers based upon their unique profiles. Therefore, a shift in the mix of business types or customers 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 (whether month-to-month warehouse rate agreements or contracts) or leases. If we cannot retain our customers, or if our customers that are not party to contracts with minimum storage guarantees elect not to store goods in our warehouses, we may be unable to find replacement customers on favorable terms or at all or on a timely basis and we may incur significant expenses in obtaining replacement customers, repositioning warehouses to meet their needs, or temporarily idling warehouses. Any of the foregoing could materially and adversely affect us.

We have grown rapidly in recent years, including by expanding our internal resources, undertaking expansion and development projects, making acquisitions, providing expanded service offerings and entering new markets. Our growth has, and may continue to, place a strain on our management, operational, financial and information systems, and procedures and controls to expand, train and control our employee base. Our need for working capital will increase as our operations grow. There can be no assurance that we will be able to adapt our portfolio management, administrative, accounting, information technology (“IT”) and operational systems to support any growth we may experience. Failure to oversee our current portfolio of properties and manage our growth effectively, or to obtain necessary working capital and funds for capital improvements, could have a material adverse effect on us. In addition, our inability to obtain necessary working capital and funds for capital improvements or to successfully deploy capital on accretive projects could impede our growth.

We have executed on 120126 acquisitions since our first acquisition in 2008 through December 31, 2024.2025. 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 companies and/or properties. We continually evaluate acquisition opportunities but cannot guarantee that suitable opportunities currently exist or will exist in the future. In addition, future acquisitions may generate lower returns than past acquisitionsacquisitions, and past acquisitions may not generate the same returns as they did previously. Our ability to identify and complete acquisitions of suitable companies and/or properties on favorable terms, or at all, and to successfully integrate and operate them to meet our financial, operational and strategic expectations may be constrained by the following risks, among others:

•Our ability to identify and complete acquisitions of suitable companies and/or properties on favorable terms, or at all, and to successfully integrate and operate them to meet our financial, operational and strategic expectations may be constrained. We face competition from other potential acquirers that may significantly increase the purchase price for a company or property. We may fail to obtain the necessary regulatory approvals or other approvals required in connection with any potential acquisition or we may fail to satisfy certain conditions required to complete a transaction in a timely manner. We may, without any recourse, or with only limited recourse, acquire properties subject to liabilities, such as liabilities for clean-up of undisclosed environmental contamination, defects of design, construction, title or other problems, claims by employees, 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.

Prior to our IPO, we relied on Bay Grove to provide certain operating, consulting, strategic development and financial services, including advice and assistance concerning operational aspects of Lineage Logistics Holdings, LLC (“Lineage Holdings”) and its subsidiaries, and we will continue to rely on Bay Grove for transition services supporting capital deployment and mergers and acquisitions activity for three years following our IPO pursuant to the transition services agreement that we entered into in connection with our IPO. In addition, itIt may be difficult for us to replace the services provided by Bay Grove under the transition services agreement, and the terms of any agreements to replace such services may be less favorable to us. Any failure by Bay Grove in the performance of such services, or any failure on our part to successfully transition these services away from Bay Grove by the expiration of the transition services agreement, could materially harm our business and financial performance.

The following discussion of our financial condition and results of operations should be read together with the consolidated financial statements and related notes included in this Annual Report on Form 10-K. In addition, the following discussion contains forward-looking statements, such as statements regarding our expectation for future performance, liquidity, and capital resources, that involve risks, uncertainties, and assumptions that could cause actual results to differ materially from our expectations. Our actual results may differ materially from those contained in or implied by any forward-looking statements as a result of various factors, including those set forth below and those described under Item 1A. Risk Factors of this Annual Report on Form 10-K.Report.

•Warehouse Agreements. Warehouse agreements are designed to accommodate the individual needs and characteristics of our customers and may include negotiated provisions, such as a fixed term, transactional pricing for warehouse services, pricing increase mechanisms based on inflationary cost increases and customer profile changes, a storage fee based on a minimum storage guarantee of the customer, additional storage fees based on on-demand storage used, a warehouseman’s lien on customer products held in our warehouses as security for payments, and provisions for interest and late payments if payment is not received within 30 days after invoicing.payments. The initial term of our warehouse agreements generally ranges from one to five years for typical customer relationships and 10 to 20 years for build-to-suit warehouses. Renewal periods, in each case, generally range from one to five years. Inflationary price increase mechanisms may be fixed or tied to relevant market indices, giving us the ability to recover costs for wage increases, increases in rent, power, real estate, and other costs.

Cost of operations. Our global warehousing segment cost of operations consists primarily of labor, power, and other warehouse costs. Labor comprises the largest component of the cost of operations from our global warehousing segment and consists primarily of employee wages (both direct and indirect) and benefits, excluding stock-based compensation. Changes in our labor expense are driven by, among other things, changes in headcount, changes in compensation levels and associated performance incentives, the use of third-party labor to support our operations, changes in terms of collective bargaining agreements, changes in customer requirements and associated work content, workforce productivity, labor availability, governmental policies and regulations, and variability in costs associated with employer-provided benefits. Our second-largest cost of operations is power utilized in the operation of our temperature-controlled warehouses. We may, from time to time, hedge our exposure to changes in power prices through fixed rate agreements. In addition, to the extent possible and appropriate, we may seek to mitigate or offset the impact of fluctuations in the price of power on our financial results through rate escalations or power surcharge provisions within our agreements with customers. We also look to implement energy saving alternatives to reduce energy consumption, including the installation of solar panels, state of the art refrigeration control systems, LED lighting, thermal energy storage, motion-sensor technology, variable frequency drives for our fans and compressors, and rapid open/close doors. Additionally, business mix impacts our power expense depending on the temperature zone and type and frequency of freezing required (e.g., blast freezing). Other warehouse costs include utilities other than power, insurance, real estate taxes, repairs and maintenance, rent under real property operating leases where applicable, equipment costs, warehouse consumables (e.g., pallets and shrink-wrap), personal protective equipment, warehouse administration, and other related facility and services costs.

General and administrative expenses. Our general and administrative expenses consist primarily of costs associated with the administration of our global warehousing and global integrated solutions segments, including management wages and benefits, administrative, legal, business development, project management, sales, marketing, engineering, safety and compliance, food optimization, human resources, finance, accounting, network optimization, data science, and information technology personnel, transformational information technology expenses, equity incentive plans, communications and data processing, travel, professional fees, credit loss, training, office equipment, supplies, and, prior to our IPO, management fees paid to Bay Grove in accordance with the terms of the operating services agreement. Trends in general and administrative expenses are influenced by changes in headcount and compensation levels and achievement of incentive compensation targets. In connection with our IPO, we terminated the operating services agreement in order to internalize certain operating, strategic development, and financial services that were previously provided by Bay Grove under it, and entered into a transition services agreement with Bay Grove to provide certain of these services for a three-year term while we internalize such functions. Trends in general and administrative expenses are influenced by changes in headcount and compensation levels and achievement of incentive compensation targets.

Acquisition, transaction, and other expenses. Our acquisition, transaction, and other expenses consist of costs with a high level of variability from period-to-period and include professional fees associated with planned and completed business expansion activities, and acquisition integration costs. In addition, it includes expenses associated with our IPO, including costs related to public company readiness efforts and costs incurred as a result of our IPO in the third quarter of 20242024. (seeIt Notealso 2,includes Capital structurelegal and noncontrolling interests to the consolidated financial statements included in this Annual Report for further detail onadministrative costs associated with ourfiling IPO).of other registration statements, and expenses incurred in connection with the coordinated settlement process that will occur for up to three years post-IPO for all legacy investors in BGLH. These costs are expensed as incurred. ItEmployee-related expenses also includesinclude employee-related expensescosts associated with acquisitions, such as acquisition-related severance and consulting agreements and certain cash-based incentive awards given to employees of legacy companies in acquisitions.

Restructuring, impairment, and (gain) loss on disposals. Our restructuring, impairment, and (gain) loss on disposals include certain contractual and negotiated severance and separation costs from exited former executives, costs related to reductions in headcount to achieve operational efficiencies, and costs associated with exiting non-strategic operations. We record such costs when there is a substantive plan for employee severance or employees are otherwise entitled to benefits (e.g., in case of one-time terminations) and related costs are probable and estimable. It also includes gains (losses) on dispositions of property, plant, and equipment and impairments of long-lived assets, net of related gains on insurance recoveries.recoveries, excluding impairments of goodwill.

•Inflation and Customer Rate Increases. In response to significant inflationary impacts in recent years across wages, energy, and other operational costs, we implemented customer rate increases to offset such impacts to our operating results. Offsetting these inflationary price increases, we are continuing to see pricing pressure in certain markets with excess capacity, but overall pricing has remained stable within a range based upon types of services provided, seasonal harvests, and types of customers (local versus export). We believe that higher food costs continuehave continued to impact end-consumers’ buying decisions for certain commodities.commodities, Aswhich could negatively impact specific customers; however, overall demand in retail and foodservice has grown recently, according to market data. Inflation overall has progressed toward more normal levels; however, tariff and other trade policies have continued to cause overall uncertainty and aggravated inflation eases,in wecertain expectsectors, toparticularly seein reliefNorth across operational cost pressures and volumes, both on-hand and throughput.America.

•Occupancy and Throughput. Coming out of the global pandemic, we experienced higher physical occupancy levels through the first half of 2023, particularly in North America, significantly driven by customers increasing production and inventories in response to supply chain backlogs in recent years. Beginning in the second half of 2023, we believe customers began rationalizing inventory levels in response to factors such as continued higher interest rates and inflation,inflation. whichThis isrationalization drivinghas driven changes in customer demand.demand for our warehouse space and services. As our customers continue to adjust to these new demand levels,levels and rationalize inventory, we have seen lower occupancy and throughput volume across our network. Over the long-term, we believe that end-consumer demand will remain consistent with historic levels. To optimize our global warehousing network andbut maximizea NOI, we review our operationsreturn to determinemore whethernormal itseasonal isinventory beneficial to reposition or temporarily idle existing warehouses or consolidate existing operations. If such actions are taken, we strive to relocate customers affected by such activities into other warehouses in our global warehousing network.patterns.

•Power Costs. Following increased power costs in prior years, particularly in our European operations, our power costs in 2023 and 2024 have stabilized. We have generally been able to pass increased power costs through to our customers, mitigating the impact of such cost increases on our operating results.

We evaluate the performance of our business segments based on their net operating income relative to our overall results of operations. We use the term “segment net operating income” or “segment NOI” to mean a segment’s revenues less its cost of operations (excluding any depreciation and amortization, impairment charges, general and administrative expenses,expense, stock-based compensation expense,expense and related employer-paid payroll taxes from grants under our equity incentive plans, restructuring and impairment expense, gainsgain and lossesloss on sale of assets, and acquisition, transaction, and other expensesexpense). We use segment NOI to evaluate our segments for purposes of making operating decisions and assessing performance in accordance with Accounting Standards Codification (“ASC”) 280, Segment Reporting.

Acquired properties will be included in the “same warehouse” population if owned or leased by us as of the first business day of the prior calendar year and still owned by us as of the end of the current reporting period, unless the property is under development. The “same warehouse” pool can also be adjusted during the year to remove properties that were soldsold, entering development, or enteringin developmentoperational transition subsequent to the beginning of the current calendar year. As such, the “same warehouse” population for the period ended December 31, 20242025 includes all properties that we owned as of January 1, 20232024 which had both been owned and had reached “normalized operations” by January 1, 2023.2024.

We calculate “same warehouse NOI” as revenues for the same warehouse population less its cost of operations (excluding any depreciation and amortization, general and administrative expenses,expense, stock-based compensation expense,expense and related employer-paid payroll taxes from grants under our equity incentive plans, restructuring and impairment expense, gainsgain and lossesloss on sale of assets, and acquisition, transaction, and other expense). We evaluate the performance of the warehouses we own, lease, or manage using a “same warehouse” analysis, and we believe that same warehouse NOI is helpful to investors as a supplemental performance measure because it includes the operating performance from the population of properties that is consistent from period to period, thereby eliminating the effects of changes in the composition of our warehouse portfolio on performance measures.

The following discussion represents our analysis of results of operations for the year ended December 31, 2025 as compared to the year ended December 31, 2024. For a detailed discussion of our results of operations for the year ended December 31, 2024 as compared to the year ended December 31, 2023. For a detailed discussion of our results of operations for the year ended December 31, 2023 as compared to the year ended December 31, 2022,2023, refer to the section Management’s Discussion and Analysis of Financial Condition and Results of Operations in our prospectus2024 datedAnnual July 24, 2024, filed with the SEC pursuant to Rule 424(b) under the Securities ActReport on JulyForm 26, 2024 in connection with our IPO.10-K.

The following table presents the operating results of our warehouseglobal warehousing segment for the yearyears ended December 31, 20242025 and 2023.2024.

Global warehousing segment revenues were $3,950 million for the year ended December 31, 2025, an increase of $63 million, or 1.6%, compared to $3,887 million for the year ended December 31, 2024, an increase of $30 million, or 0.8%, compared to $3,857 million for the year ended December 31, 2023.2024. The net increase was primarily driven by a $76$148 million net increase in our non-same warehouse pool, partially offset by aan $46$85 million decrease in our same warehouse pool, further discussed below. The foreign currency translation of revenues earned by our foreign operations had a $2$15 million unfavorablefavorable impact compared to the year ended December 31, 2023.2024.

Global warehousing segment cost of operations was $2,466 million for the year ended December 31, 2025, an increase of $113 million, or 4.8%, compared to $2,353 million for the year ended December 31, 2024,2024. anA increase of $4 million, or 0.2%, compared to $2,349 million for the year ended December 31, 2023. The net increase included a $42$114 million net increase in our non-same warehouse pool, was partially offset by a $38$1 million decrease in our same warehouse pool, further discussed below. The foreign currency translation of cost of operations from our foreign operations had lessa than $1$10 million favorableunfavorable impact compared to the year ended December 31, 2023.2024.

Global warehousing segment NOI was $1,484 million for the year ended December 31, 2025, a decrease of $50 million, or 3.3%, compared to $1,534 million for the year ended December 31, 2024, an increase of $26 million, or 1.7%, compared to $1,508 million for the year ended December 31, 2023.2024. The net increasedecrease included a decrease of $84 million in our same warehouse pool, partially offset by a net increase of $34 million in our non-same warehouse pool,pool. partiallyThe offsetforeign bycurrency translation from our foreign operations had a decrease of $8$5 million innet ourfavorable sameimpact warehousecompared pool,to furtherthe discussedyear below.ended December 31, 2024.

Same warehouse storage revenues decreased $56$39 millionmillion, or 3.1%2.1%, compared to the year ended December 31, 2023,2024, primarily driven by lower average occupancy. Economic occupancy decreased by 280130 basis points, as our customers rationalized inventory and production levels during continued economic pressures. Same warehouse storage revenues per economic occupied pallet increasedwas 0.1%flat compared to the prior year, primarily driven by favorable rates and other changes in our business profile in response to changing customer needs.year.

Same warehouse services revenues increaseddecreased $10$46 millionmillion, or 0.6%2.7%, compared to the year ended December 31, 2023,2024, primarily driven by favorablelower ratesthroughput volumes, lower rates, and other changes in our business profile in response to changing customer needs, partially offset by lower throughput volumes.needs. Same warehouse services revenue per throughput pallet increaseddecreased 1.8%0.9% compared to the prior year. Throughput pallets at our same warehouses decreased 1.6%2.3% compared to the year ended December 31, 2023,2024, primarily driven by customer rationalization of inventory and production levels as discussed above.

Same warehouse cost of operations decreased $38$1 millionmillion, or 1.9%less than 0.1%, compared to the year ended December 31, 2023, primarily driven by lower labor and other warehouse costs including supplies and maintenance2024, resulting from decreases in occupancy and throughput volumes discussed above.

Non-same warehouse revenues increased $76$148 millionmillion, or 16.3%56.3%, compared to the year ended December 31, 2023,2024, including approximately $58$154 million from acquisitions and $55$30 million from recently completed greenfield and expansion projects, partially offset by a $37 million net decrease from other non-same warehouse sites including closed facilities.sites.

Non-same warehouse cost of operations increased $42$114 millionmillion, or 13.8%64.4%, compared to the year ended December 31, 2023,2024, including approximately $38$112 million from acquisitions and $25$14 million from recently completed greenfield and expansion projects, partially offset by a $21$12 million net decrease from other non-same warehouse sites including closed facilities.sites.

The following table presents the operating results of our global integrated solutions segment for the yearyears ended December 31, 20242025 and 2023.2024.

Global integrated solutions segment revenues were $1,405 million for the year ended December 31, 2025, a decrease of $48 million, or 3.3%, compared to $1,453 million for the year ended December 31, 2024, a decrease of $32 million, or 2.2%, compared to $1,485 million for the year ended December 31, 2023.2024. The decrease was primarily due to lowerthe volumesdivestiture andof the saleSpain ofTransportation a European subsidiarybusiness which occurred in SeptemberAugust 2023,2025 and lower transportation volumes, partially offset by increaseshigher fromfoodservice acquisitions.and direct-to-consumer volumes. In addition, the foreign currency translation of revenues earned by our foreign operations had a $7$12 million favorable impact compared to the year ended December 31, 2023.2024.

Global integrated solutions segment cost of operations was $1,154 million for the year ended December 31, 2025, a decrease of $68 million, or 5.6%, compared to $1,222 million for the year ended December 31, 2024, a decrease of $19 million, or 1.5%, compared to $1,241 million for the year ended December 31, 2023.2024. The decrease was primarily due to lower volumes, cost controls, and the above-mentioned sale of a European subsidiary, offset by increases from the above-mentionedSpain acquisitions.Transportation business, lower transportation volumes, and cost control measures. The foreign currency translation of cost of operations from our foreign operations had aan $6$11 million unfavorable impact compared to the year ended December 31, 2023.2024.

Global integrated solutions segment NOI was $251 million for the year ended December 31, 2025, an increase of $20 million, or 8.7%, compared to $231 million for the year ended December 31, 2024, a decrease of $13 million, or 5.3%, compared to $244 million for the year ended December 31, 2023.2024. Foreign currency translation had a net favorable impact of $1 million favorable net impact compared to year ended December 31, 2023.2024.

Depreciation and amortization expense. Depreciation and amortization expense was $895 million for the year ended December 31, 2025, an increase of $19 million, or 2.2%, compared to $876 million for the year ended December 31, 2024, an increase of $116 million, or 15.3%, compared to $760 million for the year ended December 31, 2023.2024. The increase was primarily duerelated to information technology investments,acquisitions, greenfield and expansion projects, and acquisitions.projects.

General and administrative expense. General and administrative expenses were $574 million for the year ended December 31, 2025, an increase of $35 million, or 6.5%, compared to $539 million for the year ended December 31, 2024, an increase of $37 million, or 7.4%, compared to $502 million for the year ended December 31, 2023.2024. The increase was primarily due to higher$28 million of additional stock-based compensation expense driven by the restructuring of our equity compensation plans in conjunction with becoming a public company,company. partiallyDuring offsetthe bythird decreasesand fourth quarters of 2025, the Company reversed $22 million of previously recognized stock-based compensation expense due to decreased likelihood of achieving certain performance conditions of performance-based LTIP and RSU awards granted in discretionary2024 spending.(see WeNote expect18, ourStock-based general and administrative expensescompensation to stabilizethe overconsolidated timefinancial andstatements generateincluded operatingin leverage.this Annual Report for details). For the year ended December 31, 20242025 and 2023,2024, general and administrative expenses were 10.1%10.7% and 9.4%10.1% of total revenues, respectively.respectively, with the increase primarily driven by the stock-based compensation expense mentioned above.

Acquisition, transaction, and other expense. Acquisition, transaction, and other expenses were $67 million for the year ended December 31, 2025, a decrease of $584 million compared to $651 million for the year ended December 31, 2024, an increase of $591 million compared to $60 million for the year ended December 31, 2023.2024. The increasedecrease was primarily due to costs associated with our IPO, including internalization costs,costs and stock-based compensation expense related to one-time awards associated with the IPO,IPO. During both years ended December 31, 2025 and 2024, the Company also recorded fair value adjustments of $31 million related to putPut optionsOptions issued in connection with the IPO. TheAll increaseof inthe IPO-relatedPut costsOptions waswere partiallyexercised offsetand bysettled aas decreaseof inDecember acquisition-related31, costs.2025. For further detail on costs associated with our IPO and stock-based compensation, see Note 2, Capital structure and noncontrolling interests and Note 18, Stock-based compensation to the consolidated financial statements included in this Annual Report.

Restructuring, impairment, and (gain) loss on disposals. Restructuring, impairment, and (gain) loss on disposals were anet gain of $44 million for the year ended December 31, 2025, as compared to net expenseloss of $57 million for the year ended December 31, 2024, an increase of $25 million compared to a net expense of $32 million for the year ended December 31, 2023.2024. The net increase waschange primarily related to higherimpairments impairmentof intangible assets and gains or losses on intangiblethe andsale realof estateassets. assets,In higheraddition, both years included net lossesgains onassociated otherwith fixeda assetfire disposals,that andoccurred higherin severanceApril costs.2024 at the Company’s warehouse in Kennewick, Washington, further discussed below.

TheDuring increasethe infourth impairmentquarter of intangible2024, assetsthe includedCompany arecorded an impairment loss of $63 million on customer relationships assets. Immaterial impairment losses were recorded on other intangible assets during the fourthyear quarterended ofDecember 202431, and a loss of $7 million on a trade name during the fourth quarter of 2023.2025. For further detail on our intangible assets, see Note 6, Goodwill and other intangible assets, net in our consolidated financial statements included in this Annual Report.

In addition, the year ended December 31, 2025 included a net gain of $53 million related to the Kennewick, Washington fire, primarily from $54 million of insurance reimbursement. The year ended December 31, 2024 included a net gain of $51 million related to a fire which occurred at the Company’sfire, warehouse in Kennewick, Washington. The net gain consistedconsisting of an insurance reimbursement of $105 million, partially offset by $29$25 million of clean-up costs and the loss of carrying value of the impaired assets and $29 million of $25clean-up millioncosts (see Note 20, Commitments and contingencies in our consolidated financial statements included in this Annual Report for details).

Interest (expense), net. We reported a net interest expense of $268 million for the year ended December 31, 2025, a decrease of $162 million, or 37.7%, compared to $430 million for the year ended December 31, 2024, a decrease of $60 million, or 12.2%, compared to $490 million for the year ended December 31, 2023.2024. The average effective interest rate of our outstanding debt was 4.3% for the year ended December 31, 2025, a decrease from 6.1% for the year ended December 31, 2024, andue increaseto fromlower 5.9%average forborrowings after substantial debt repayments with IPO proceeds during the year ended December 31, 2023,2024. dueAs toa higherresult interestof expensethis priorrepayment, tothe substantialnotional debtvalue repaymentsof withour IPOhedging proceeds.instruments represents a larger proportion of our overall borrowings. When taking into account income (expense) generated from hedging instruments, the average effective interest rate of our outstanding debt was 3.0% for the year ended December 31, 2025, a decrease from 4.8% for the year ended December 31, 2024,2024. anFor increaseadditional frominformation 4.6%regarding forour thenet yearinterest endedexpense, Decembersee 31,Note 2023.12, Interest expense in our consolidated financial statements included in this Annual Report.

Gain (loss) on extinguishment of debt. GainWe (recognized a loss) on debt extinguishment wasof $3 million during the year ended December 31, 2025, as a result of repaying debt relating to the Spain Transportation business. We recognized a loss on debt extinguishment of $17 million for the year ended December 31, 2024, as the result of various debt refinancing arrangements. There was no gain (loss) on debt extinguishment recognized for the year ended December 31, 2023.agreements. For additional information regarding our debt, see Note 10, Debt in our consolidated financial statements included in this Annual Report.

Gain (loss) on foreign currency transactions, net. We reported a net foreign currency exchange gain of $28 million for the year ended December 31, 2025 compared to a net loss of $25 million for the year ended December 31, 2024 compared to a net gain of $4 million for the year ended December 31, 2023.2024. The increase in foreign currency exchange lossgain was due to unfavorablechanges in foreign currency exchange rates against the U.S. dollar, with the largest impacts driven by the euro.

Equity income (loss), net of tax. We reported a$3 million of net loss from equity method investments for the year ended December 31, 2025, compared to a net loss of $6 million for the year ended December 31, 2024,2024. as compared to $3 millionThe net loss for the year ended December 31, 2023. The increase in netboth lossperiods was primarily related to our investment in Emergent Cold LatAm Holdings, LLC.

Other nonoperating income (expense)., net. We reported $1$50 million of other nonoperating incomeexpense for the year ended December 31, 2024,2025, compared to net expensesexpense of $19$1 million for the year ended December 31, 2023.2024. During the year ended December 31, 2023,2025, the Companywe recognized a net loss of $21$55 million on the sale of ErwedaLineage BV,Spain Transportation, a European subsidiary. For additional information regarding the divestiture, see Note 4, Business combinations, asset acquisitions, and divestitures in our the consolidated financial statements included in this Annual Report.

Income tax benefit for the year ended December 31, 20242025 was $89$2 million, whicha represented an increasedecrease of $75$87 million from thean income tax benefit of $14$89 million for the year ended December 31, 2023.2024. The tax benefit in 2025 was principally created by the tax-effect of pre-tax earnings in various jurisdictions, nondeductible expenses including stock-based compensation and interest expense, and financial statement losses for which no tax benefit was recognized. The tax benefit in 2024 was principally created by the tax-effect of pre-tax earnings in various jurisdictions and changes to valuation allowance on deferred tax assets, reduced by tax adjustments related to REIT activity. The tax benefit in 2023 was principally created by the tax-effect of pre-tax earnings and losses in various jurisdictions, tax adjustments related to REIT activity, and changes to uncertain tax positions. Our income taxes are discussed in more detail in Note 9, Income taxes to the consolidated financial statements included in this Annual Report.

We calculate total segment NOI (or “NOI”) as our total revenues less our cost of operations (excluding any depreciation and amortization, general and administrative expense, stock-based compensation expense,expense and related employer-paid payroll taxes from grants under our equity incentive plans, restructuring and impairment expense, gain and loss on sale of assets, and acquisition, transaction, and other expense.expense). We use segment NOI to evaluate our segments for purposes of making operating decisions and assessing performance in accordance with ASC 280, Segment Reporting. We believe segment NOI is helpful to investors as a supplemental performance measure to net income because it assists both investors and management in understanding the core operations of our business. There is no industry definition of segment NOI and, as a result, other REITs may calculate segment NOI or other similarly-captioned metrics in a manner different than we do.

We also calculate EBITDA for Real Estate, or “EBITDAre”, in accordance with the standards established by the Board of Governors of the National Association of Real Estate Investment Trusts, or “NAREIT”, defined as earningsEBITDA beforefurther interestadjusted income or expense, taxes, depreciation and amortization,for net loss or gain on sale of real estate,estate assets, net of withholding taxes, impairment write-downs onof real estate property,assets, and adjustments to reflect our share of EBITDAre for partially owned entities. EBITDAre is a measure commonly used in our industry, and we present EBITDAre to enhance investor understanding of our operating performance. We believe that EBITDAre provides investors and analysts with a measure of operating results unaffected by differences in capital structures, capital investment cycles, and useful life of related assets among otherwise comparable companies.

WeIn alsoaddition, we calculate our Adjusted EBITDA as EBITDAre further adjusted for the effects of gain or loss on the sale of non-real estate assets, gain or loss on the destruction of property (net of insurance proceeds), other nonoperating income or expense, acquisition, restructuring, and other expense, foreign currency exchange gain or loss, stock-based compensation expense,expense and related employer-paid payroll taxes from grants under our equity incentive plans, loss or gain on debt extinguishment and modification, impairmentimpairments of investmentsgoodwill inand other non-real estate,estate assets including intangible assets, technology transformation, and reduction in EBITDAre from partially owned entities. We believe that the presentation of Adjusted EBITDA provides a measurement of our operations that is meaningful to investors because it excludes the effects of certain items that are otherwise included in EBITDAre butEBITDAre, which we do not believe are indicative of our core business operations. EBITDAre and Adjusted EBITDA are not measurements of financial performance under GAAP, and our EBITDAre and Adjusted EBITDA may not be comparable to similarly titled measures of other companies. You should not consider our EBITDAre and Adjusted EBITDA as alternatives to net income or cash flows from operating activities determined in accordance with GAAP. Our calculations of EBITDAre and Adjusted EBITDA have limitations as analytical tools, including the following:

We are the world’s largest global temperature-controlled warehouse REIT, with a modern and strategically located network of properties. Our business is competitively positioned to deliver a seamless end-to-end, technology-enabled experience for a well-diversified and stable customer base, each with their own unique requirements in the temperature-controlled supply chain. As of MarchJune 31,30, 2026, we operated an interconnected global temperature-controlled warehouse network, comprising approximately 8887 million square feet and 3.1 billion cubic feet of capacity across 500498 warehouses predominantly located in densely populated critical-distribution markets, with 325323 in North America, 89 in Asia-Pacific, and 86 in Europe.

We view,analyze manage,the andresults report onof our businessoperations through twothe following segments:

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

•Global integratedIntegrated solutions,Solutions which- This segment complements warehousingGlobal Warehousing with supplyspecialized chaincold-chain services to facilitate the movement of products through the food supply chainchain, to generatecreate cost savings for customers and generate additional revenue streams for our company.Company.

Our second-largest cost of operations is power utilized in the operation of our temperature-controlled warehouses. We may, from time to time, hedge our exposure to changes in power prices through fixed rate agreements. In addition, to the extent possible and appropriate, we may seek to mitigate or offset the impact of fluctuations in the price of power on our financial results through rate escalations or power surcharge provisions within our agreements with customers. We also look to implement energy saving alternatives to reduce energy consumption, including the installation of solar panels, state of the art refrigeration control systems, LED lighting, thermal energy storage, motion-sensor technology, variable frequency drives for our fans and compressors, and rapid open/close doors. Additionally, business mix impacts our power expense depending on the temperature zone and type and frequency of freezing required (e.g., blast freezing). Other warehouse costs include utilities other than power, insurance, real estate taxes, repairs and maintenance, rent under real property operating leases where applicable, equipment costs, warehouse consumables (e.g., pallets and shrink-wrap), personal protective equipment, warehouse administration, and other related facility and services costs.

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

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

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

General and administrative expenses.expense. Our general and administrative expensesexpense consistconsists primarily of costs associated with the administration of our globalGlobal warehousingWarehousing and globalGlobal integratedIntegrated solutionsSolutions segments, including management wages and benefits, administrative, legal, business development, project management, sales, marketing, engineering, safety and compliance, food optimization, human resources, finance, accounting, network optimization, data science, and information technology personnel, transformational information technology expenses, equity incentive plans, communications and data processing, travel, professional fees, credit loss, training, office equipment, supplies, and transition services fees paid to Bay Grove for certain operating, strategic development, and financial services while we internalize such functions in the three years post-IPO. Trends in general and administrative expenses are influenced by changes in headcount and compensation levels and achievement of incentive compensation targets.

Acquisition, transaction, and other expenses.expense. Our acquisition, transaction, and other expensesexpense consistconsists of costs with a high level of variability from period-to-period and include professional fees associated with planned and completed business expansion activities, and acquisition integration costs. In addition, it includes expenses associated with our IPO, including costs related to public company readiness efforts and costs incurred as a result of our IPO in the third quarter of 2024. It also includes legal and administrative costs associated with filing of other registration statements, and expenses incurred in connection with the coordinated settlement process that will occur for up to three years post-IPO for all legacy investors in BGLH. These costs are expensed as incurred. Employee-related expenses also include costs associated with acquisitions, such as acquisition-related severance and consulting agreements and certain cash-based incentive awards given to employees of legacy companies in acquisitions.

Restructuring, impairment, and (gain) loss on disposals. Our restructuring, impairment, and (gain) loss on disposals include certain contractual and negotiated severance and separation costs from exited former executives, costs related to reductions in headcount to achieve operational efficiencies, and costs associated with exiting non-strategic operations. We record such costs when there is a substantive plan for employee severance or employees are otherwise entitled to benefits (e.g., in case of one-time terminations) and related costs are probable and estimable. It also includes gains (losses) on dispositions of property, plant, and equipment and impairments of long-lived assets, net of related gains on insurance recoveries, excluding impairments of goodwill. This includes costs incurred as a result of property damage events, such as fires, including impairment and other asset write-offs, cleanup and remediation costs, and legal and administrative fees, net of any gains on insurance recoveries.

•Occupancy and Throughput. After a period of inventory adjustments from our customers over the last few years, we are seeing our occupancy levels stabilize and a return to more normal seasonal inventory patterns. Occupancy, throughput, and related ancillary services were also impacted by evolving tariff and trade policies. As trade agreements were reached, we saw stabilization in our customers’ business, and end-consumer demand became consistent with historic levels. Additionally, in recent years, new supply of temperature-controlled warehousing capacity has come online in select markets, which continues to impact occupancy and throughput in those markets with excess capacity. We expectare seeing slowdown in new supply coming online in 2026 to slow compared to recent years. To optimize our globalGlobal warehousingWarehousing network and maximize NOI, we review our operations to determine whether it is beneficial to reposition or temporarily idle existing warehouses or consolidate existing operations. When such actions are taken, we strive to relocate customers affected by such activities into other warehouses in our globalGlobal warehousingWarehousing network.

We evaluate the performance of our business segments based on their net operating income relative to our overall results of operations. We use the term “segment net operating income” or “segment NOI” to mean a segment’s revenues less its cost of operations (excluding any depreciation and amortization, general and administrative expense, stock-based compensation expense and related employer-paid payroll taxes from grants under our equity incentive plans, restructuring and impairment expense, gain and loss on sale of assets, and acquisition, transaction, and other expense). We use segment NOI to evaluate our segments for purposes of making operating decisions and assessing performance in accordance with Accounting Standards Codification (“ASC”) 280, Segment Reporting.

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

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

Acquired properties will be included in the “same warehouse” population if owned or leased by us as of the first business day of the prior calendar year and still owned by us as of the end of the current reporting period, unless the property is under development. The “same warehouse” pool can also be adjusted during the year to remove properties that were sold, entering development, or in operational transition subsequent to the beginning of the current calendar year. As such, the “same warehouse” population for the period ended MarchJune 31,30, 2026 includes all properties that we owned as of January 1, 2025 which had both been owned and had reached “normalized operations” by January 1, 2025.

The following table shows the composition of our warehouse portfolio as of MarchJune 31,30, 2026.

The following discussion represents our analysis of results of operations for the three and six months ended MarchJune 31,30, 2026 as compared to the three and six months ended MarchJune 31,30, 2025.

Comparison of Results for the Three Months Ended MarchJune 31,30, 2026 and 2025

The following table presents the operating results of our globalGlobal warehousingWarehousing segment for the three months ended MarchJune 31,30, 2026 and 2025.

Global warehousingWarehousing segment revenues were $985$1,005 million for the three months ended MarchJune 31,30, 2026, an increase of $41$35 million, or 4.3%,3.6%, compared to $944$970 million for the three months ended MarchJune 31,30, 2025. The net increase was primarily driven by a $41$31 million net increase in our non-same warehouse pool,pool whileand a $4 million increase in our same warehouse pool revenue remained consistent,pool, further discussed below. The foreign currency translation of revenues earned by our foreign operations had a $26$10 million favorable impact compared to the three months ended MarchJune 31,30, 2025.

Global warehousingWarehousing segment cost of operations was $621$638 million for the three months ended MarchJune 31,30, 2026, an increase of $37$35 million, or 6.3%,5.8%, compared to $584$603 million for the three months ended MarchJune 31,30, 2025. The net increase includedwas primarily driven by a $34$21 million net increase in costs of our non-same warehouse pool,pool in addition toand a $3$14 million increase in costs of our same warehouse pool, further discussed below. The foreign currency translation of cost of operations from our foreign operations had a $17$7 million unfavorable impact compared to the three months ended MarchJune 31,30, 2025.

Global warehousingWarehousing segment NOI was $364$367 million for the three months ended MarchJune 31,30, 2026, anconsistent increasewith of $4 million, or 1.1%, compared to $360$367 million for the three months ended MarchJune 31,30, 2025. TheThis netwas primarily driven by a $10 million increase included $7 million in our non-same warehouse pool, partially offset by a net$10 million decrease of $3 million in our same warehouse pool. The foreign currency translation from our foreign operations had a $9$3 million net favorable impact compared to the three months ended MarchJune 31,30, 2025.

The following table presents revenues,the costoperating of operations, same warehouse NOI, and marginsresults for our same warehouses for the three months ended MarchJune 31,30, 2026 and 2025.

Same warehouse storage revenues increased $8$1 million, or 1.7%,0.2%, compared to the three months ended MarchJune 31,30, 2025, primarily driven by higher average occupancy, partially offset by unfavorable rates. Economic occupancy increased ratesby and70 favorablebasis netpoints, foreignwhile currency impact. Samesame warehouse storage revenues per economic occupied pallet increaseddecreased by 2.1%(0.4)% compared to thethree priormonths year.ended June 30, 2025.

Same warehouse services revenues decreasedincreased $8$3 million, or 1.8%,0.7%, compared to the three months ended MarchJune 31,30, 2025, primarily drivendue byto lowerhigher throughputaverage volumes.rates and growth in international markets. Same warehouse services revenue per throughput pallet increased 0.5% compared to the prior year as a result of increased rates. Throughput pallets at our same warehouses decreased 3.3%2.1% compared to the three months ended MarchJune 31,30, 2025.

Same warehouse cost of operations increased $3$14 million, or 0.5%,2.5%, compared to the three months ended MarchJune 31,30, 2025, primarily driven by higher labor costs resulting from inflationaryincreases pressuresin andwages unfavorablefor nettemporary foreigncontract currencylabor, impact.as well as warehouse services growth in international markets.

The following table presents revenues,the costoperating of operations, non-same warehouse NOI, and marginsresults for our non-same warehouses for the three months ended MarchJune 31,30, 2026 and 2025.

Non-same warehouse revenues increased $41$31 million, or 113.9%,45.6%, compared to the three months ended MarchJune 31,30, 2025, including approximately $39$21 million from acquisitions and $12$17 million from recently completed greenfield and expansion projects, partially offset by a $10$7 million net decrease from other non-same warehouse sites.

Non-same warehouse cost of operations increased $34$21 million, or 130.8%,43.8%, compared to the three months ended MarchJune 31,30, 2025, including approximately $27$15 million from acquisitionsacquisitions, and $9$10 million from recently completed greenfield and expansion projects, partially offset by a $2$4 million net decrease from other non-same warehouse sites.

The following table presents the operating results of our globalGlobal integratedIntegrated solutionsSolutions segment for the three months ended MarchJune 31,30, 2026 and 2025.

Global integratedIntegrated solutionsSolutions segment revenues were $312$356 million for the three months ended MarchJune 31,30, 2026, a decrease of $36$24 million, or 10.3%,6.3%, compared to $348$380 million for the three months ended MarchJune 31,30, 2025. The decrease was primarily duedriven toby the divestiture of the Spain Transportation businessbusiness, which occurred in August 2025, partially offset by higher foodservicetransportation volumes. In addition, theThe foreign currency translation of revenues earned by our foreign operations had a $9$3 million favorable impact compared to the three months ended MarchJune 31,30, 2025.

Global integratedIntegrated solutionsSolutions segment cost of operations was $255$295 million for the three months ended MarchJune 31,30, 2026, a decrease of $36$17 million, or 12.4%,5.4%, compared to $291$312 million for the three months ended MarchJune 31,30, 2025. The decrease was primarily duedriven toby the above-mentioned saledivestiture of the Spain Transportation businessbusiness, partially offset by $7 million expense associated with a preliminary legal settlement and higher transportation and logistics expenses reflecting the increased cost controlof measures.fuel and third-party labor. The foreign currency translation of cost of operations from our foreign operations had ana $8$3 million unfavorable impact compared to the three months ended MarchJune 31,30, 2025.

Depreciation and amortization expense. Depreciation and amortization expense was $233$237 million for the three months ended MarchJune 31,30, 2026, an increase of $21$13 million, or 9.9%,5.8%, compared to $212$224 million for the three months ended MarchJune 31,30, 2025. The increase was primarily related to acquisitions andacquisitions, greenfield and expansion projects.projects, and information technology investments.

General and administrative expense. General and administrative expensesexpense werewas $141$138 million for the three months ended MarchJune 31,30, 2026, a decrease of $13$5 million, or 8.4%,3.5%, compared to $154$143 million for the three months ended MarchJune 31,30, 2025. The decrease was primarily due to alower $9professional millionfees, reductionincluding inlegal, stock-basedtax, compensationand expenseaudit primarilyfees dueand tobroader adjustmentscost-saving to the 2024 awards based on expected target, partially offset by the expense related to the 2025 awards (see Note 13, Stock-based compensation to the condensed consolidated financial statements included in this Quarterly Report for details).initiatives. For the three months ended MarchJune 31,30, 2026,2026 and 2025, general and administrative expensesexpense werewas 10.9%10.1% and 10.6% of total revenuesrevenues, compared to 11.9% of total revenues for the three months ended March 31, 2025.respectively.

Acquisition, transaction, and other expense. Acquisition, transaction, and other expensesexpense werewas $4less than $1 million for the three months ended MarchJune 31,30, 2026, a decrease of $11 million compared to $15$37 million for the three months ended MarchJune 31,30, 2025. The decrease was primarily due to the2025 nonoccurencefair value adjustments of 2025the costsPut associatedOptions issued in connection with our IPO, includingthe IPO awardsand paidstock-based incompensation cashexpense orfor stockone-time withIPO aawards, one-yearas vestingwell term,as in addition to less acquisition activity contributing to decreasedlower legal and professional fees.fees from reduced acquisition activity. For further detail on our stock-based compensation costs, see Note 13, Stock-based compensation to the condensed consolidated financial statements included in this Quarterly Report.

The following table presents other items of income and expense for the three months ended MarchJune 31,30, 2026 and 2025.

Interest (expense), net. We reported net interest expense of $84 million for the three months ended March 31, 2026, an increase of $24 million, or 40.0%, compared to $60 million for the three months ended March 31, 2025, due to an increase in average debt balances, primarily due to the New senior unsecured notes issued in 2025, and a decrease in income (expense) generated from hedging instruments, partially offset by decreases in benchmark interest rates that determine the interest rates on our variable-rate debt. The average effective interest rate of our outstanding debt was 3.9%4.3% for the three months ended MarchJune 31,30, 2026, athe decreasesame fromas 4.3% for the three months ended MarchJune 31,30, 2025. DueThe to the maturityexpiration of our hedging instruments that were outstanding during the three months ended MarchJune 31,30, 2025, along with higher total borrowings between June 30, 2025 and anJune increase in overall borrowings between March 31, 2025 and March 31,30, 2026, thehave notionalresulted value ofin our current hedging instruments representaccounting for a smallerreduced proportionportion of our overall borrowings,borrowings. andAdditionally, the fixed rates at which our variable-rate borrowings are effectively fixedlocked atin are higher interest rates under ourthe current hedging instruments when comparedrelative to the previousprior hedging instruments.ones. When taking into account income (expense) generated from hedging instruments, the average effective interest rate of our outstanding debt was 3.7%4.2% for the three months ended MarchJune 31,30, 2026, an increase from 2.8%3.0% for the three months ended MarchJune 31,30, 2025. For additional information regarding our net interest expense, see Note 10, Interest expense in our condensed consolidated financial statements included in this Quarterly Report.

Gain (loss) on foreign currency transactions, net. We reporteddid not recognize a significant gain (loss) on foreign currency transactions for the three months ended June 30, 2026, compared to a net foreign currency exchange gain of $3$26 million for the three months ended MarchJune 31, 2026 compared to a net gain of $16 million for the three months ended March 31,30, 2025. The decrease in gain on foreign currency exchange gain was due to changesmovements in foreign currency exchange rates against the U.S. dollar, with the largest impactsprimarily driven by the euro.

Equity income (loss), net of tax. We reporteddid $3not millionrecognize ofsignificant netincome (loss) from equity method investments for the three months ended MarchJune 31,30, 2026, compared to a net lossincome of $4$3 million for the three months ended MarchJune 31,30, 2025. The net loss in both periods was primarily related to our investment in Emergent Cold LatAm Holdings, LLC.

Income tax expensebenefit for the three months ended MarchJune 31,30, 2026 was $4$1 million, which represented a decrease of $4$6 million from an income tax expensebenefit of $8$7 million for the three months ended MarchJune 31,30, 2025. The tax expense in 2026 and 2025 was principally the result of the tax-effect of pre-tax earnings in various jurisdictions, nondeductible expensesexpenses, including stock-based compensation and interest expense, and financial statement losses for which no tax benefit was recognized. The tax expensechange in 2025income wastax principallybenefit created bybetween the tax-effectperiods is primarily a result of the changes in pre-tax earnings inbetween various jurisdictions, nondeductible expenses including stock-based compensation and interest expense, and financial statement losses for which no tax benefitfiling was recognized.groups. Our income taxes are discussed in more detail in Note 7, Income taxes to the condensed consolidated financial statements included in this Quarterly Report.