Form 10-Q AMERICOLD REALTY TRUST For: Jun 30
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
| For the quarterly period ended | ||||||||
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
| For the transition period from to , | |||||
Commission File Number: 001-34723
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification Number) | ||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
(678 ) 441-1400
(Registrant’s telephone number, including area code)
_________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | |||||||||||||||
| (NYSE) | |||||||||||||||||
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | Outstanding at August 4, 2026 | |||||||
| Common Stock, $0.01 par value per share | ||||||||
| Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. | |||||||||||||||||||||||||||||||||||||||||||||||
| x | No | ¨ | |||||||||||||||||||||||||||||||||||||||||||||
| Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter periods that the registrant was required to submit such files). | |||||||||||||||||||||||||||||||||||||||||||||||
| x | No | ¨ | |||||||||||||||||||||||||||||||||||||||||||||
| Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act: | |||||||||||||||||||||||||||||||||||||||||||||||
| x | |||||||||||||||||||||||||||||||||||||||||||||||
| ☐ | Non-accelerated filer | ||||||||||||||||||||||||||||||||||||||||||||||
| ☐ | Accelerated filer | ||||||||||||||||||||||||||||||||||||||||||||||
Smaller reporting company | |||||||||||||||||||||||||||||||||||||||||||||||
Emerging growth company | |||||||||||||||||||||||||||||||||||||||||||||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | |||||||||||||||||||||||||||||||||||||||||||||||
| ¨ | |||||||||||||||||||||||||||||||||||||||||||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act of 1934) | |||||||||||||||||||||||||||||||||||||||||||||||
| Yes | No | x | |||||||||||||||||||||||||||||||||||||||||||||
TABLE OF CONTENTS | |||||
| Page | |||||
PART I - FINANCIAL INFORMATION
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains statements about future events and expectations that constitute forward-looking statements. Forward-looking statements are based on our beliefs, assumptions and expectations of our future financial and operating performance and growth plans, taking into account the information currently available to us. These statements are not statements of historical fact. Forward-looking statements involve risks and uncertainties that may cause our actual results to differ materially from the expectations of future results we express or imply in any forward-looking statements, and you should not place undue reliance on such statements. Factors that could contribute to these differences include the following:
•failure to execute on growth strategies and opportunities;
•rising inflationary pressures, increased interest rates and operating costs;
•geopolitical conflicts, including the ongoing conflicts in the Middle East, and any related or resulting disruptions, including increasing energy costs;
•national, international, regional and local economic conditions, including impacts and uncertainty from trade disputes and tariffs on goods imported to the United States and goods exported to other countries;
•periods of economic slowdown or recession;
•labor and power costs;
•labor shortages;
•our relationship with our associates, the occurrence of any work stoppages or any disputes under our collective bargaining agreements and employment related litigation;
•the impact of supply chain disruptions;
•risks related to rising construction costs;
•risks related to expansions of existing properties and developments of new properties, including failure to meet budgeted or stabilized returns within expected time frames, or the impairment of any of our properties;
•uncertainty of revenues, given the nature of our customer contracts;
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•acquisition risks, including the failure to identify or complete attractive acquisitions or failure to realize the intended benefits from our recent acquisitions;
•risks related to any failure to consummate our joint venture with EQT on the terms or timeline currently anticipated, or at all, due to the failure to satisfy closing conditions, obtain necessary approvals or consents, or other factors beyond our control;
•risks related to any failure to achieve the anticipated benefits, synergies or returns from our joint venture with EQT, including as a result of unanticipated costs or liabilities, difficulties in integrating joint venture operations, or the failure of the joint venture to perform in accordance with our expectations;
•difficulties in expanding our operations into new markets and products;
•uncertainties and risks related to public health crises;
•a failure of our information technology systems, systems conversions and integrations, cybersecurity attacks or a breach of our information security systems, networks or processes;
•risks related to implementation of the new ERP system;
•risks related to defaults or non-renewals of significant customer contracts;
•risks related to privacy and data security concerns, and data collection and transfer restrictions and related foreign regulations;
•changes in applicable governmental regulations and tax legislation;
•risks related to current and potential international operations and properties;
•actions by our competitors and their increasing ability to compete with us;
•changes in foreign currency exchange rates;
•the potential liabilities, costs and regulatory impacts associated with our in-house trucking services and the potential disruptions associated with our use of third-party trucking service providers to provide transportation services to our customers;
•liabilities as a result of our participation in multi-employer pension plans;
•risks related to the partial ownership of properties, including our JV investments;
•risks related to natural disasters;
•adverse economic or real estate developments in our geographic markets or the temperature-controlled warehouse industry;
•changes in real estate and zoning laws and increases in real property tax rates;
•general economic conditions;
•risks associated with the ownership of real estate generally and temperature-controlled warehouses in particular;
•possible environmental liabilities;
•uninsured losses or losses in excess of our insurance coverage;
•financial market fluctuations;
•our failure to obtain necessary outside financing on attractive terms, or at all;
•risks related to, or restrictions contained in, our debt financings;
•decreased storage rates or increased vacancy rates;
•the potential dilutive effect of our common stock offerings;
•the cost and time requirements as a result of our operation as a publicly traded REIT; and
•our failure to maintain our status as a REIT.
The risks included here are not exhaustive, and additional factors could adversely affect our business and financial performance, including factors and risks included in other sections of this Quarterly Report on Form 10-Q. Words such as “anticipates,” “believes,” “continues,” “estimates,” “expects,” “goal,” “objectives,” “intends,” “may,” “opportunity,” “plans,” “potential,” “near-term,” “long-term,” “projections,”
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“assumptions,” “projects,” “guidance,” “forecasts,” “outlook,” “target,” “trends,” “should,” “could,” “would,” “will” and similar expressions are intended to identify such forward-looking statements, although not all forward-looking statements may contain such words. We qualify any forward-looking statements entirely by these cautionary factors. Other risks, uncertainties and factors, including those discussed under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission (“SEC”) on February 26, 2026 (“2025 Annual Report on Form 10-K”), and other reports filed with the SEC, could cause our actual results to differ materially from those projected in any forward-looking statements we make. We assume no obligation to update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future, except to the extent required by law.
As used in this report, unless the context otherwise requires, references to “we,” “us,” “our” and “the Company” refer to Americold Realty Trust, Inc., a Maryland corporation, and its consolidated subsidiaries, including Americold Realty Operating Partnership, L.P., a Delaware limited partnership and the subsidiary through which we conduct our business, which we refer to as “our Operating Partnership” or “the Operating Partnership,” and references to “common stock” refer to our common stock, $0.01 par value per share.
In addition, unless otherwise stated herein, when we refer to “cubic feet” in one of our temperature-controlled facilities, we refer to refrigerated cubic feet (as opposed to total cubic feet, refrigerated and otherwise) therein.
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| Item 1. Financial Statements | |||||||||||
| Americold Realty Trust, Inc. and Subsidiaries | |||||||||||
| Condensed Consolidated Balance Sheets (Unaudited) | |||||||||||
| (In thousands, except shares and per share amounts) | |||||||||||
| June 30, 2026 | December 31, 2025 | ||||||||||
| Assets | |||||||||||
| Property, buildings, and equipment: | |||||||||||
| Land | $ | $ | |||||||||
| Buildings and improvements | |||||||||||
| Machinery and equipment | |||||||||||
| Assets under construction | |||||||||||
| Accumulated depreciation | ( | ( | |||||||||
| Property, buildings, and equipment – net | |||||||||||
| Operating leases - net | |||||||||||
| Financing leases - net | |||||||||||
| Cash, cash equivalents, and restricted cash | |||||||||||
Accounts receivable - net of allowance of $ | |||||||||||
| Identifiable intangible assets – net | |||||||||||
| Goodwill | |||||||||||
| Investments in and advances to partially owned entities | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Equity | |||||||||||
| Liabilities | |||||||||||
| Borrowings under revolving line of credit | $ | $ | |||||||||
| Accounts payable and accrued expenses | |||||||||||
Senior unsecured notes and term loans - net of deferred financing costs of $ | |||||||||||
| Sale-leaseback financing obligations | |||||||||||
| Financing lease obligations | |||||||||||
| Operating lease obligations | |||||||||||
| Unearned revenues | |||||||||||
| Deferred tax liability - net | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
| Equity | |||||||||||
| Stockholders' equity: | |||||||||||
Common stock, $ | |||||||||||
| Paid-in capital | |||||||||||
| Accumulated deficit and distributions in excess of net earnings | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Noncontrolling interests | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
| See accompanying Notes to Condensed Consolidated Financial Statements. | |||||||||||
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| Americold Realty Trust, Inc. and Subsidiaries | |||||||||||||||||||||||
| Condensed Consolidated Statements of Operations (Unaudited) | |||||||||||||||||||||||
| (In thousands, except per share amounts) | |||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Rent, storage, and warehouse services | $ | $ | $ | $ | |||||||||||||||||||
| Transportation services | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Rent, storage, and warehouse services cost of operations | |||||||||||||||||||||||
| Transportation services cost of operations | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Selling, general, and administrative | |||||||||||||||||||||||
| Transactions, strategic initiatives and other costs, net | |||||||||||||||||||||||
| Impairment of long-lived assets | |||||||||||||||||||||||
| Net gain from sale of real estate | ( | ( | ( | ( | |||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Operating (loss) income | ( | ( | |||||||||||||||||||||
| Other (expense) income: | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Loss from investments in partially owned entities | ( | ( | ( | ( | |||||||||||||||||||
| Other, net | |||||||||||||||||||||||
| (Loss) income before income taxes | ( | ( | ( | ||||||||||||||||||||
Income tax expense: | |||||||||||||||||||||||
| Current income tax | ( | ( | ( | ( | |||||||||||||||||||
| Deferred income tax | ( | ( | ( | ( | |||||||||||||||||||
| Total income tax expense | ( | ( | ( | ( | |||||||||||||||||||
| Net (loss) income | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Net (loss) income attributable to noncontrolling interests | ( | ( | ( | ||||||||||||||||||||
| Net (loss) income attributable to Americold Realty Trust, Inc. | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Weighted average common stock outstanding – basic | |||||||||||||||||||||||
| Weighted average common stock outstanding – diluted | |||||||||||||||||||||||
| Net (loss) income per common share - basic | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Net (loss) income per common share - diluted | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements. | |||||||||||||||||||||||
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| Americold Realty Trust, Inc. and Subsidiaries | |||||||||||||||||||||||
| Condensed Consolidated Statements of Comprehensive Loss (Unaudited) | |||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net (loss) income | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Other comprehensive income (loss) - net of tax: | |||||||||||||||||||||||
| Adjustment to accrued pension liability | ( | ( | ( | ( | |||||||||||||||||||
| Unrealized net gain (loss) on foreign currency | ( | ( | |||||||||||||||||||||
| Unrealized net loss on cash flow hedges | ( | ( | ( | ( | |||||||||||||||||||
| Other comprehensive income (loss) - net of tax attributable to Americold Realty Trust, Inc. | ( | ( | |||||||||||||||||||||
| Other comprehensive income (loss) attributable to noncontrolling interests | ( | ( | |||||||||||||||||||||
| Total comprehensive loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| See accompanying Notes to Condensed Consolidated Financial Statements. | |||||||||||||||||||||||
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| Americold Realty Trust, Inc. and Subsidiaries | |||||||||||||||||||||||||||||||||||||||||
| Condensed Consolidated Statements of Equity (Unaudited) | |||||||||||||||||||||||||||||||||||||||||
| (In thousands, except share amounts) | |||||||||||||||||||||||||||||||||||||||||
| Common Stock | Accumulated Deficit and Distributions in Excess of Net Earnings | Accumulated Other Comprehensive (Loss) Income | Noncontrolling Interests in Operating Partnership | ||||||||||||||||||||||||||||||||||||||
| Number of Shares | Par Value | Paid-in Capital | |||||||||||||||||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||||||||||||||
| Balance - December 31, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Distributions on common stock, restricted stock and OP units | — | — | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Common stock issuance related to stock-based payment plans, net of shares withheld for employee taxes | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Balance - March 31, 2026 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
| Net loss | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||||||||||||||||||||
| Distributions on common stock, restricted stock and OP units | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | |||||||||||||||||||||||||||||||||||||||||
| Common stock issuance related to stock-based payment plans, net of shares withheld for employee taxes | 1 | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Balance - June 30, 2026 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
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| Americold Realty Trust, Inc. and Subsidiaries | |||||||||||||||||||||||||||||||||||||||||
| Condensed Consolidated Statements of Equity (Unaudited) | |||||||||||||||||||||||||||||||||||||||||
| (In thousands, except share amounts) | |||||||||||||||||||||||||||||||||||||||||
| Common Stock | Accumulated Deficit and Distributions in Excess of Net Earnings | Accumulated Other Comprehensive Loss | Noncontrolling Interests in Operating Partnership | ||||||||||||||||||||||||||||||||||||||
| Number of Shares | Par Value | Paid-in Capital | |||||||||||||||||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||||||||||||||
| Balance - December 31, 2024 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Distributions on common stock, restricted stock and OP units | — | — | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Common stock issuance related to stock-based payment plans, net of shares withheld for employee taxes | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||
| Common stock issuance related to employee stock purchase plan | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Conversion of OP units to cash | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Balance - March 31, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Distributions on common stock, restricted stock and OP units | — | — | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Common stock issuance related to stock-based payment plans, net of shares withheld for employee taxes | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Conversion of OP units to common stock | — | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Balance - June 30, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
8
| Americold Realty Trust, Inc. and Subsidiaries | |||||||||||
| Condensed Consolidated Statements of Cash Flows (Unaudited) | |||||||||||
| (In thousands) | |||||||||||
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Operating activities: | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Amortization of deferred financing costs and pension withdrawal liability | |||||||||||
| Project Orion deferred costs amortization | |||||||||||
| Gain from sale of partially owned entity | ( | ||||||||||
| Loss from investments in partially owned entities | |||||||||||
| Stock-based compensation expense | |||||||||||
| Deferred income tax expense | |||||||||||
| Provision for doubtful accounts receivable | |||||||||||
| Impairment of long-lived assets | |||||||||||
| Non-cash operating lease expenses | |||||||||||
| Net gain from sale of real estate | ( | ( | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | ( | ||||||||||
| Accounts payable and accrued expenses | ( | ||||||||||
| Other assets | ( | ( | |||||||||
| Operating lease liabilities | ( | ( | |||||||||
| Proceeds from settlement of treasury lock hedge transactions | |||||||||||
| Other, net | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
| Investing activities: | |||||||||||
| Additions to property, buildings and equipment | ( | ( | |||||||||
| Acquisitions of property, buildings, and equipment, net of cash acquired | ( | ||||||||||
| Business combinations, net of cash acquired | ( | ||||||||||
| Investments in and advances to partially owned entities and other, net | ( | ||||||||||
| Proceeds from collection of advances to partially owned entities | |||||||||||
| Proceeds from sale of property, buildings, and equipment | |||||||||||
| Proceeds from sale of investments in partially owned entities | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Financing activities: | |||||||||||
| Distributions paid on common stock, restricted stock units and noncontrolling interests in OP | ( | ( | |||||||||
| Proceeds from stock options exercised | |||||||||||
| Proceeds from employee stock purchase plan | |||||||||||
| Remittance of withholding taxes related to employee stock-based transactions | ( | ( | |||||||||
| Proceeds from revolving line of credit | |||||||||||
| Repayment on revolving line of credit | ( | ( | |||||||||
| Repayment of sale-leaseback financing obligations | ( | ( | |||||||||
| Repayment of financing lease obligations | ( | ( | |||||||||
| Payment of debt issuance costs | ( | ( | |||||||||
| Proceeds from public senior unsecured notes offering | |||||||||||
| Repayment of senior unsecured notes | ( | ||||||||||
| Proceeds from senior unsecured term loans | |||||||||||
| Net cash (used in) provided by financing activities | ( | ||||||||||
| Net (decrease) increase in cash, cash equivalents, and restricted cash | ( | ||||||||||
| Effect of foreign currency translation on cash, cash equivalents and restricted cash | |||||||||||
| Cash, cash equivalents and restricted cash: | |||||||||||
| Beginning of period | |||||||||||
| End of period | $ | $ | |||||||||
| Supplemental disclosures of non-cash investing and financing activities: | |||||||||||
| Addition of property, buildings, and equipment on accrual | $ | $ | |||||||||
| Right-of-use assets obtained in exchange for lease obligations: | |||||||||||
| Operating leases | $ | $ | |||||||||
| Finance leases | $ | $ | |||||||||
| Supplemental disclosures of cash flows information: | |||||||||||
| Interest paid – net of amounts capitalized | $ | $ | |||||||||
| Income taxes paid – net of refunds | $ | $ | |||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
9
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
1. General
The Company
Americold Realty Trust, Inc. together with its subsidiaries (“ART”, “Americold”, the “Company”, “us” or “we”) is a Maryland corporation that operates as a real estate investment trust (“REIT”) for U.S. federal income tax purposes. Americold is a global leader in temperature-controlled logistics and real estate, supporting the safe, efficient movement of food worldwide. We connect producers, processors, distributors, and retailers. Leveraging deep industry expertise, advanced technology, and sustainable practices, Americold delivers reliable cold storage and transportation solutions that create lasting value for customers and communities. As of June 30, 2026, the Company operated 224 warehouses globally, totaling approximately 1.4 billion cubic feet, with 179 warehouses in North America, 23 warehouses in Europe, 20 warehouses in Asia-Pacific, and 2 warehouses in South America.
As of June 30, 2026, our business includes two primary business segments: Warehouse and Transportation. We also have a minority interest in one joint venture: RSA Cold Holdings Limited (the “RSA joint venture”), which operates 2 temperature-controlled warehouses in Dubai.
Basis of Presentation and Principles of Consolidation
Use of Estimates
Segment Reorganization
As of January 1, 2026, the Company revised the operating segment information regularly provided to the Company's Chief Operating Decision Maker (the “CODM”) to combine the Warehouse and the former Third-
10
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
Properties Held for Sale
As of June 30, 2026, the Company had eight properties, located in North America, held for sale contained within Property, buildings, and equipment – net on the Condensed Consolidated Balance Sheets. Such assets are measured at a carrying value of $197.7 million, as the carrying value did not exceed the estimated fair value less estimated costs to sell as of June 30, 2026. The Company expects these properties to be sold within one year.
During the six months ended June 30, 2025, the Company recorded impairment charges of $5.2 million primarily related to the exit or anticipated exit of certain warehouse operations.
Joint Venture Activity
On May 7, 2026, the Company announced the signing of a joint venture agreement with EQT Partners (“EQT”), one of the world’s largest private equity investors, to create a new North American joint venture focused on the ownership, operation, and development of high-quality cold storage warehouse facilities.
Under the terms of the agreement, EQT and the Company will hold 70 % and 30 % equity interests, respectively, in the new venture. At inception, the Company will contribute 12 cold storage facilities to the joint venture and expects to receive proceeds from such transfer, which will be used to pay down outstanding indebtedness of the Company. The transaction is subject to customary closing conditions.
During the three months ended June 30, 2026, the RSA joint venture repaid its outstanding loan balance of $23.4 million. Cash proceeds from the repayment were included in Net cash used in investing activities in the Condensed Consolidated Statements of Cash Flows.
Foreign Currency Related Transactions
Exchange rate adjustments resulting from foreign currency transactions are recognized in “Net (loss) income” in the Condensed Consolidated Statements of Operations, and to a lesser extent Unrealized net gain (loss) on foreign currency for the remeasurement of third party liabilities designated as net investment hedges which are further described in Note 5- Derivatives within these Condensed Consolidated Financial Statements. Exchange rate
11
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
adjustments resulting from the translation of financial statements are recognized in “Unrealized net gain (loss) on foreign currency” in the Condensed Consolidated Statements of Comprehensive Loss. Assets and liabilities of subsidiaries operating outside the United States with a functional currency other than U.S. dollars are translated into U.S. dollars using period-end exchange rates and income statement accounts are translated at weighted average exchange rates.
For the three months ended June 30, 2026 and 2025, the amount of foreign currency remeasurement recognized in the Condensed Consolidated Statements of Operations within “Other, net” was immaterial.
For the six months ended June 30, 2026, the amount of foreign currency remeasurement recognized in the Condensed Consolidated Statements of Operations within “Other, net” was gain of $4.6 million. For the six months ended June 30, 2025, the amount of foreign currency remeasurement recognized in the Condensed Consolidated Statements of Operations within “Other, net” was immaterial .
For the three months ended June 30, 2026 and 2025, the amount of foreign currency translation recognized in the Condensed Consolidated Statements of Comprehensive Loss within “Unrealized net gain (loss) on foreign currency” was a gain of $4.7 million and a loss of $13.2 million, respectively.
For the six months ended June 30, 2026 and 2025, the amount of foreign currency translation recognized in the Condensed Consolidated Statements of Comprehensive Loss within “Unrealized net gain (loss) on foreign currency” was a gain of $9.5 million and a loss of $19.1 million, respectively.
Recent Rules and Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”. This ASU requires an entity to disclose the amounts of employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption. It also requires an entity to include certain amounts that are already required to be disclosed under current GAAP in the same disclosure. Additionally, it requires an entity to disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and to disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The amendments in the ASU are effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted. An entity may apply the amendments prospectively for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the planned method of adoption as well as the impact of this standard on our Consolidated Financial Statements and the related footnote disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software. This standard eliminates the prescriptive “project stage” model in ASC 350-40, clarifies the threshold for when entities begin capitalizing software development costs, and requires that disclosure requirements under ASC 360, Property, Plant, and Equipment – Overall, also apply to capitalized software costs regardless of presentation. ASU 2025-06 is effective for interim and annual periods beginning after December 15, 2027, with early adoption permitted, and may be applied prospectively, retrospectively, or under a modified transition approach. The Company is currently evaluating the method of adoption as well as the overall impact of this guidance but does
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Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
not expect its adoption to have a material effect on the Consolidated Financial Statements or related footnote disclosures.
In December 2025, the Financial Accounting Standards Board (“FASB”) issued ASU, “Interim Reporting (Topic 270): Narrow-Scope Improvements”. This ASU incorporates a disclosure principle that requires entities to disclose events and changes that occur after the end of the most recent fiscal year that have a material impact on the entity, as well as clarifies the applicability of interim disclosure requirements. This ASU is effective for interim and annual periods beginning after December 15, 2027, with early adoption permitted, and may be applied prospectively or retrospectively to any or all periods presented. The Company is currently evaluating when it will adopt the ASU and the impact of this guidance but does not expect its adoption to have a material effect on the Consolidated Financial Statements or related footnote disclosures.
In May 2026, the FASB issued Accounting Standards Update ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818), which establishes recognition, measurement, presentation, and disclosure requirements for environmental credits and environmental credit obligations. The amendments in ASU 2026-02 are effective for annual reporting periods beginning after December 15, 2027, including interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the provisions of ASU 2026-02, including the applicability of the guidance to the Company's environmental credit activities, and is assessing the impact that adoption of the standard may have on its Consolidated Financial Statements or related footnote disclosures.
13
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
2. Asset Acquisitions and Business Combinations
Acquisition Completed During 2026
Massillon Acquisition
On March 18, 2026, the Company completed the acquisition of Massillon (the “Massillon acquisition”), a previously leased warehouse facility located in Massillon, Ohio, for total consideration of $18.7 million. The Company purchased the property for investment purposes, intending to hold it for rental income and capital appreciation. This transaction was accounted for as an asset acquisition. The Company allocated the total $18.7 million consideration based on the relative fair values of the assets acquired using the principles of ASC 805 - Business Combinations and ASC 820 - Fair Value Measurement, to property, building, and equipment. The finalized fair values of the assets acquired and the related acquisition accounting are based on management’s estimates and assumptions, as well as other information compiled by management including information from prior valuations of similar entities and the books and records of Massillon.
On March 18, 2026, the Company completed the acquisition of Massillon (the “Massillon acquisition”), a previously leased warehouse facility located in Massillon, Ohio, for total consideration of $
Acquisition Completed During 2025
Houston Warehouse Acquisition
Houston Warehouse Acquisition
On March 17, 2025, the Company completed the acquisition of one temperature-controlled storage facility, and the related operations, located in Baytown, TX (the “Houston acquisition”), for total cash consideration of $108.4 million. The fair values of the assets acquired related to the consideration transferred primarily included $70.7 million of property, buildings and equipment and $38.5 million of goodwill, all allocated to the Warehouse segment. The goodwill recorded is attributable to the strategic benefits of the acquisition including additional storage capacity and is fully deductible for federal income tax purposes. The Company finalized the purchase price allocation for the Houston acquisition during the three months ended March 31, 2026, within the one year measurement period.
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Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
3. Transactions, Strategic Initiatives and Other Costs, Net
The components of the charges and credits included in “Transactions, strategic initiatives and other costs, net” in our Condensed Consolidated Statements of Operations are as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Transactions, strategic initiatives and other costs, net | (In thousands) | ||||||||||||||||||||||
| Orion Related Costs: | |||||||||||||||||||||||
Transformation related costs (non-capitalizable costs)(1)(2) | $ | $ | $ | $ | |||||||||||||||||||
Oracle related costs (non-capitalizable costs)(1)(2) | |||||||||||||||||||||||
| Total Orion related costs | |||||||||||||||||||||||
Acquisition and transaction related costs | |||||||||||||||||||||||
Severance and other compensation costs(2) | |||||||||||||||||||||||
| Held for sale, closed, and idled site costs, net, excluding severance | |||||||||||||||||||||||
| Lease termination fees | |||||||||||||||||||||||
| Other costs, net | |||||||||||||||||||||||
| Total held for sale, closed, and idled sites, net, excluding severance | |||||||||||||||||||||||
| Cyber incident related costs, net of insurance recoveries | |||||||||||||||||||||||
Other, net(2) | |||||||||||||||||||||||
Total Transactions, strategic initiatives and other costs, net | $ | $ | $ | $ | |||||||||||||||||||
(1)Beginning with the year ended December 31, 2025, the Company has begun presenting Orion related non-capitalizable costs separately within the table above.
(2)Certain prior period amounts have been reclassified to conform to the current period presentation.
Orion: Transformation related costs (non-capitalizable costs) represent the non-capitalizable portion of various transformation-related projects, including but not limited to various cost reduction and market expansion initiatives.
Orion: Oracle related costs (non-capitalizable costs) represent the non-capitalizable portion of charges related to the implementation of the Company’s new cloud-based ERP system, Oracle, and related applications. The Company deployed Project Orion (Oracle-related) in North America and Asia Pacific during the second quarter of 2024 and is currently implementing the project in its European operations.
Acquisition and transaction related costs include costs associated with any potential acquisition and joint venture activity, whether consummated or not, such as advisory, legal, accounting, valuation, and other professional or consulting fees. During the six months ended June 30, 2026, these costs also included those associated with the anticipated formation of the joint venture with EQT Partners which is further described in Note 1 - General to these Condensed Consolidated Financial Statements. We also include integration costs pre- and post-acquisition that reflect work being performed to facilitate acquisition integration, such as work associated with information systems and other projects, including spending to support future acquisitions, which primarily consists of professional services. We consider acquisition-related costs to be corporate costs regardless of the segment or segments involved in the transaction.
15
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
Severance and other compensation costs represent certain contractual and negotiated severance and separation costs from former executives who have exited the Company (excluding charges in the normal course of retirement), costs associated with reorganizations, reductions in headcount due to synergies achieved through acquisitions or operational efficiencies, reductions in workforce costs associated with exiting or selling non-strategic warehouses or businesses, and non-routine stock based compensation expense associated with certain employee awards.
Held for sale, closed, and idled site costs, net, excluding severance includes expenses incurred to wind down operations at sites held for sale, closed, sold, or idled within our warehouse and transportation related operations. Such costs include lease termination fees, fixed operating costs, and asset retirement obligations, but exclude any reduction in workforce or severance-related costs associated with the exit of these operations, as those expenses are included within Severance and other compensation costs.
Cyber incident related costs, net of insurance recoveries, represent incremental legal and other costs associated with cybersecurity incidents that occurred in November 2020 and April 2023, net of business interruption insurance proceeds received. For further information regarding these cyber incidents, refer to our 2025 Annual Report on Form 10-K.
Other, net includes consulting fees for strategic projects and other miscellaneous non-routine costs.
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Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
4. Debt
The following table reflects a summary of our outstanding indebtedness, at carrying amount, as of June 30, 2026 and December 31, 2025:
| June 30, 2026 | December 31, 2025 | ||||||||||
| (In thousands) | |||||||||||
| Senior Unsecured Notes | $ | $ | |||||||||
| Senior Unsecured Term Loans | |||||||||||
| Senior Unsecured Revolving Credit Facility | |||||||||||
| Total principal amount of indebtedness | $ | $ | |||||||||
Less: unamortized deferred financing costs(1) | ( | ( | |||||||||
Total indebtedness, net of deferred financing costs | $ | $ | |||||||||
(1)Excludes unamortized deferred financing costs for the Senior Unsecured Revolving Credit Facility, which are recognized within Other assets on the accompanying Condensed Consolidated Balance Sheets.
The following table provides additional details of our Senior Unsecured Notes as of June 30, 2026 and December 31, 2025:
| June 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||
| Stated Maturity Date | Contractual Interest Rate | Borrowing Currency | Carrying Amount (USD) | Borrowing Currency | Carrying Amount (USD) | ||||||||||||||||||||||||||||||
| (In thousands, except percentages) | |||||||||||||||||||||||||||||||||||
Private Series A Notes(1) | 01/2026 | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
Private Series B Notes | 01/2029 | $ | $ | ||||||||||||||||||||||||||||||||
Private Series C Notes | 01/2030 | $ | $ | ||||||||||||||||||||||||||||||||
Private Series D Notes | 01/2031 | € | € | ||||||||||||||||||||||||||||||||
Private Series E Notes | 01/2033 | € | € | ||||||||||||||||||||||||||||||||
Public | 05/2032 | $ | $ | ||||||||||||||||||||||||||||||||
Public | 09/2034 | $ | $ | ||||||||||||||||||||||||||||||||
Total Senior Unsecured Notes | $ | $ | |||||||||||||||||||||||||||||||||
(1)The Private Series A Senior Unsecured Notes were repaid in full on the stated maturity date of January 8, 2026.
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Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
During the three months ended June 30, 2026, the Company amended the terms of certain tranches of the Senior Unsecured Term Loans, which is further described below. The following table provides additional details of our Senior Unsecured Term Loans as of June 30, 2026 and December 31, 2025:
| June 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||
Stated Maturity Date(1) | Contractual Interest Rate(2) | Borrowing Currency | Carrying Amount (USD) | Contractual Interest Rate(3) | Borrowing Currency | Carrying Amount (USD) | |||||||||||||||||||||||||||||||||||
| (In thousands, except percentages) | |||||||||||||||||||||||||||||||||||||||||
| 2025 Unsecured Term Loan | 09/2026(4) | SOFR + | $ | $ | SOFR + | $ | $ | ||||||||||||||||||||||||||||||||||
| AUD Term Loan Facility | 06/2031 | BBSW + | A$ | — | $ | ||||||||||||||||||||||||||||||||||||
| Tranche A-1 | 08/2026 | SOFR + | $ | SOFR + | $ | ||||||||||||||||||||||||||||||||||||
| Tranche A-2 | 06/2031(4) | CORRA + | C$ | CORRA + | C$ | ||||||||||||||||||||||||||||||||||||
| Delayed Draw Tranche A-3 | 01/2028 | SOFR + | $ | SOFR + | $ | ||||||||||||||||||||||||||||||||||||
Total Senior Unsecured Term Loans | $ | $ | |||||||||||||||||||||||||||||||||||||||
(1)Pursuant to the Amended and Restated Syndicated Facility Agreement further described below, the 2025 Unsecured Term Loan includes an option for two remaining three-month extensions past the amended contractual maturity date in September of 2026. Pursuant to the Amended and Restated Syndicated Facility Agreement further described below, Tranche A-1 includes an option for four remaining three-month extensions past the previously extended contractual maturity date in August of 2026.
(2)2025 Unsecured Term Loan SOFR = daily SOFR, AUD Term Loan Facility BBSW = one-month Bank Bill Swap Rate, Tranche A-1 and Delayed Draw Tranche A-3 SOFR = adjusted one-month SOFR (which includes an adjustment of 0.10 %), and CORRA = daily CORRA. Refer to Note 5 - Derivative Financial Instruments for details of the related interest rate swaps for Tranche A-1, Tranche A-2, and A-3 Delayed Draw Tranche. The interest rate swaps for Tranche A-1 and Delayed Draw Tranche A-3 were terminated as of June 30, 2026.
(3)As of December 31, 2025, 2025 Unsecured Term Loan SOFR = daily SOFR, Tranche A-1 and Delayed Draw Tranche A-3 SOFR = adjusted one-month SOFR (which includes an adjustment of 0.10 %), and CORRA = adjusted daily CORRA (which includes an adjustment of 0.30 %).
(4)As of December 31, 2025, the stated maturity date of the 2025 Unsecured Term Loan was June of 2026 with an option for one six-month extension past the initial contractual maturity date in June of 2026. As of December 31, 2025, the stated maturity date of the Tranche A-2 was January of 2028 with no extension options.
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Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
During the three months ended June 30, 2026, the Company amended the Senior Unsecured Revolving Credit Facility to extend the maturity date from August 2026 to June 2030. Further details of the amendment are included below. The following table provides additional details of our Senior Unsecured Revolving Credit Facility as of June 30, 2026 and December 31, 2025:
| June 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||||||||
| Denomination of Draw | Contractual Interest Rate (1) | Borrowing Currency | Carrying Amount (USD) | Contractual Interest Rate (2) | Borrowing Currency | Carrying Amount (USD) | ||||||||||||||||||||||||||||||||
| (In thousands, except percentages) | ||||||||||||||||||||||||||||||||||||||
| U.S. dollar | SOFR + | $ | $ | SOFR + | $ | $ | ||||||||||||||||||||||||||||||||
| Australian dollar | BBSW + | A$ | BBSW + | A$ | ||||||||||||||||||||||||||||||||||
| Canadian dollar | CORRA + | C$ | CORRA + | C$ | ||||||||||||||||||||||||||||||||||
| Euro | EURIBOR + | € | EURIBOR + | € | ||||||||||||||||||||||||||||||||||
| New Zealand dollar | BKBM + | NZ$ | BKBM + | NZ$ | ||||||||||||||||||||||||||||||||||
Total Senior Unsecured Revolving Credit Facility(3) | $ | $ | ||||||||||||||||||||||||||||||||||||
(1)SOFR = daily SOFR, BBSW = one-month Bank Bill Swap Rate, CORRA = daily CORRA, EURIBOR = one-month Euro Interbank Offered Rate, BKBM = one-month Bank Bill Reference Rate.
(2)As of December 31, 2025, SOFR = adjusted daily SOFR (which includes an adjustment of 0.10 %), BBSW = one-month Bank Bill Swap Rate, CORRA = adjusted daily CORRA (which includes an adjustment of 0.30 %), EURIBOR = one-month Euro Interbank Offered Rate, BKBM = one-month Bank Bill Reference Rate.
(3)Pursuant to the Amended and Restated Syndicated Facility Agreement, the Senior Unsecured Revolving Credit Facility matures in June of 2030; however, the terms of the agreement include an option for two six-month extensions past the amended contractual maturity date in June of 2030.
Senior Unsecured Credit Facility Amendment
In June of 2026, the Company entered into an Amended and Restated Syndicated Facility Agreement (“Senior Unsecured Credit Facility”) that amended and restated the prior agreement dated August 23, 2022. The amendment increased the Term Loan A-2 tranche by C$100 million, added a new A$230 million AUD Term Loan Facility, extended the maturity dates associated with certain borrowings within the facility, and modified the pricing grid applicable to certain borrowings. Outstanding borrowings continue to bear interest at variable rates based on SOFR or the applicable alternative currency benchmark rate plus an applicable margin determined by the Company's debt ratings.
The Senior Unsecured Term Loan consists of various tranches. Tranche A-1 consists of a $375 million USD term loan. Pursuant to the Amended and Restated Syndicated Facility Agreement, the terms of the agreement include an option for four three-month extensions past the previously extended contractual maturity date in August 2026.
Tranche A-2 consists of a C$350 million term loan, an increase from the previous amount of C$250 million. Pursuant to the Amended and Restated Syndicated Facility Agreement, the maturity date was extended to June 2031 from the previous maturity date of January 2028, and does not have any extension options. The C$100 million increase was fully borrowed in June of 2026 and the proceeds were used to repay a portion of loans drawn under the Senior Unsecured Revolving Credit Facility.
Tranche A-3 consists of a $270 million USD term loan delayed draw facility, which matures in January 2028 and does not have any extension options.
The 2025 Unsecured Term Loan is comprised of a $250 million USD term loan delayed draw facility. The 2025 Unsecured Term Loan originally included an option for one six-month extension past the initial contractual maturity date in June 2026. In May 2026, the Company entered into an amendment to replace the original six-month extension option with two three-month extension options past the initial contractual maturity date in June
19
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
2026. In May 2026, the Company exercised the first three-month extension, which extended the maturity date to September 2026. Subsequently, in June 2026, the Company entered into the Amended and Restated Syndicated Facility Agreement which allows for two additional three-month extension options past the amended contractual maturity date in September 2026.
The Amended and Restated Syndicated Facility Agreement provided for a A$230 million AUD Term Loan Facility with a maturity date of June 2031 and no extension options. The AUD Term Loan Facility bears interest at a rate of BBSW + 0.90 % and interest is payable monthly with the first payment occurring on July 31, 2026. The AUD Term Loan Facility was fully borrowed in June of 2026 and the proceeds were used to repay a portion of loans drawn under the Senior Unsecured Revolving Credit Facility.
The Senior Unsecured Revolving Credit Facility is comprised of a $575 million U.S. dollar component and a $575 million U.S. dollar equivalent, multi-currency component. Pursuant to the Amended and Restated Syndicated Facility Agreement, the maturity date was extended to June 2030 from the previous maturity date of August 2026; however, the Company has the option to extend the maturity up to two times, each for a six-month period.
In connection with the Amended and Restated Syndicated Facility Agreement, the Company incurred approximately $11.1 million of debt issuance costs, of which $2.7 million was recorded within “Senior unsecured notes and term loans - net of deferred financing costs” in the accompanying Condensed Consolidated Balance Sheets, and $8.4 million related to the Revolving Credit Facility was recorded within “Other assets” in the accompanying Condensed Consolidated Balance Sheets.
Public Debt Offerings
On April 3, 2025, we completed an underwritten public offering of $400.0 million aggregate principal amount of the Operating Partnership’s 5.600 5.600
Refer to Note 9 - Debt to the Consolidated Financial Statements in the Company’s 2025 Annual Report on Form 10-K as filed with the SEC for further details of our outstanding indebtedness.
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Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
5. Derivative Financial Instruments
Designated Non-derivative Financial Instruments
During the six months ended June 30, 2026, the Australian dollar-denominated Senior Unsecured Revolving Credit Facility, that was previously held by the Company’s United States-based subsidiary, was fully repaid and redrawn by its Australian-based subsidiary. As a result, the Company no longer designated the revolver draw as a hedge of its net investment in its Australian-based subsidiary as of June 30, 2026.
As of June 30, 2026, the Company designated €820.5 million of debt and accrued interest as a hedge of its net investment in its Europe-based subsidiary. As of December 31, 2025, the Company designated A$207.5 million and €820.5 million of debt and accrued interest as a hedge of its net investment in its Australian-based and Europe-based subsidiaries, respectively. The remeasurement of these instruments is recorded in “Unrealized net gain (loss) on foreign currency” on the accompanying Condensed Consolidated Statements of Comprehensive Loss.
Derivative Financial Instruments
The Company is subject to volatility in interest rates due to its variable-rate debt. To manage this risk, the Company periodically enters into interest rate swap agreements. These agreements involve the receipt of variable-rate amounts in exchange for fixed-rate interest payments over the life of the respective swap agreement without an exchange of the underlying notional amounts. The Company’s objective for utilizing these derivative instruments is to reduce its exposure to fluctuations in cash flows due to changes in interest rates.
During the three months ended June 30, 2026, the Company de-designated and subsequently terminated interest rate swap agreements with notional amounts of $200 million, $175 million, and $270 million due to a change in the facts and circumstances associated with the forecasted transactions. Upon termination, the Company received cash proceeds of $6.4 million. As a result, the Company recognized a gain of $5.9 million in “Other, net” on the accompanying Condensed Consolidated Statements of Operations. The gain includes changes in the fair value of the swaps between the de-designation and termination dates of $2.0 million, as well as the reclassification of amounts previously recorded in Accumulated other comprehensive loss (“AOCI”) related to the forecasted transactions that are no longer probable of occurring of $3.9 million. The remaining AOCI balance associated with these hedges is immaterial and will continue to be reclassified into “Interest expense” on the accompanying Condensed Consolidated Statements of Operations through the expected repayment date of the related debt.
The following tables include the key provisions of the Company’s interest rate swap agreements, including the fair value, as of June 30, 2026 and December 31, 2025:
| Notional | Fixed Base Interest Rate Swap | Effective Date | Expiration Date | Asset Fair Value as of June 30, 2026 | Liability Fair Value as of June 30, 2026 | |||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||||
C$ | 9/23/2022 | 12/31/2027 | $ | $ | ||||||||||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||||||||
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Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
| Notional | Fixed Base Interest Rate Swap | Effective Date | Expiration Date | Asset Fair Value as of December 31, 2025 | Liability Fair Value as of December 31, 2025 | |||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||||
$ | 12/29/2023 | 7/30/2027 | $ | $ | ||||||||||||||||||||||||||||
$ | 11/30/2022 | 7/30/2027 | ||||||||||||||||||||||||||||||
$ | 11/01/2022 | 12/31/2027 | ||||||||||||||||||||||||||||||
C$ | 9/23/2022 | 12/31/2027 | ||||||||||||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||||||||
The Company determines the fair value of its derivative instruments using a present value calculation with significant observable inputs classified as Level 2 of the fair value hierarchy. Derivative asset balances are recorded on the accompanying Condensed Consolidated Balance Sheets within “Other assets” and derivative liability balances are recorded on the accompanying Condensed Consolidated Balance Sheets within “Accounts payable and accrued expenses”.
There have been no significant changes to our policy or strategy related to derivative financial instruments, outside of those changes described above, from that disclosed in our 2025 Annual Report on Form 10-K.
For derivatives designated and that qualify as cash flow hedges, the gain or loss on the derivative instrument is recorded as “Unrealized net loss on cash flow hedges” on the accompanying Condensed Consolidated Statements of Comprehensive Loss and subsequently reclassified in the period(s) during which the hedged transaction affects earnings within the same income statement and related cash flow line items as the earnings effect of the hedged transaction. During the next twelve months, the Company estimates that an additional $1.0 million will be reclassified as an increase to “Interest expense”.
The following tables present the effect of the Company’s designated derivative financial instruments on the accompanying Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026 and 2025, including the impacts to Accumulated other comprehensive loss (“AOCI”):
| Amount of Gain or (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives | |||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Interest rate swaps | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Treasury locks | |||||||||||||||||||||||
| Foreign currency exchange forwards | ( | ( | |||||||||||||||||||||
| Cross-currency swap | ( | ( | |||||||||||||||||||||
| Total designated derivative financial instruments | $ | $ | ( | $ | $ | ( | |||||||||||||||||
22
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
| Location of Gain or (Loss) Reclassified from AOCI into Earnings | Amount of Gain or (Loss) to Earnings from AOCI Reclassifications | |||||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||
| Interest rate swaps | Interest expense | $ | $ | $ | $ | |||||||||||||||||||||
| Interest rate swaps | Other, net | |||||||||||||||||||||||||
| Treasury locks | Interest expense | |||||||||||||||||||||||||
| Cross-currency swap | Foreign currency exchange loss, net | ( | ( | |||||||||||||||||||||||
| Cross-currency swap | Interest expense | |||||||||||||||||||||||||
| Total designated derivative financial instruments | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
The Company’s derivatives are subject to master netting agreements. There were no impacts from offsetting as of June 30, 2026 and the impacts from offsetting were immaterial as of December 31, 2025.
As of June 30, 2026 and December 31, 2025, the Company has not posted any collateral related to these agreements. The Company has agreements with each of its derivative counterparties that contain a provision where the Company could be declared in default of its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company's default on the indebtedness.
23
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
6. Fair Value Measurements
As of June 30, 2026 and December 31, 2025, the carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses approximate their fair values due to the short-term maturities of the instruments.
The Company’s financial assets and liabilities recorded at fair value on a recurring basis include derivative instruments. The Company’s assets and liabilities recorded at fair value on a non-recurring basis include long-lived assets when events or changes in circumstances indicate that the carrying amounts may not be recoverable.
The Company’s assets and liabilities measured or disclosed at fair value are as follows:
| Fair Value | |||||||||||||||||
| Fair Value Hierarchy | June 30, 2026 | December 31, 2025 | |||||||||||||||
| (In thousands) | |||||||||||||||||
Measured at fair value on a recurring basis:(2) | |||||||||||||||||
| Interest rate swap assets | Level 2 | $ | $ | ||||||||||||||
| Interest rate swap liabilities | Level 2 | $ | $ | ||||||||||||||
| Measured at fair value on a non-recurring basis: | |||||||||||||||||
| Certain previously impaired real estate assets | Level 3 | $ | $ | ||||||||||||||
| Disclosed at fair value: | |||||||||||||||||
Public | Level 2 | $ | $ | ||||||||||||||
Public | Level 2 | $ | $ | ||||||||||||||
Senior Unsecured Notes (excluding Public | Level 3 | $ | $ | ||||||||||||||
(1)The carrying value of the Senior Unsecured Notes, Senior Unsecured Term Loans, and Senior Unsecured Revolving Credit Facility is disclosed in Note 4 - Debt to these Condensed Consolidated Financial Statements.
(2)For further information regarding the fair value of assets held by various pension plans refer to Note 13 - Fair Value of our 2025 Annual Report on Form 10-K.
7. Income Taxes
The Company’s effective tax rate for the three and six months ended June 30, 2026 and 2025 varies from the statutory U.S. federal income tax rate primarily due to the Company being designated as a REIT that is generally treated as a non-tax paying entity. During the three and six months ended June 30, 2026 and 2025, the effective tax rate was impacted by the blend of pre-tax book income and losses generated year over year by jurisdiction. During the six months ended June 30, 2026, a non-recurring $3.9 million discrete tax expense was recognized attributable to the establishment of a valuation allowance in the U.S.
24
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
The international tax framework (“Pillar Two”) created by the Organization for Economic Co-operation and Development (“OECD”) includes a global minimum tax of 15 percent. Legislation adopting these provisions has been enacted in certain jurisdictions where the Company operates and was effective starting in the Company's 2024 calendar year. The Company concluded that the legislation does not have a material impact on the Company’s income tax expense. On January 5, 2026, the OECD announced a comprehensive Side-by-Side safe harbor package (the “SBS Safe Harbor”) that, if enacted, would exempt U.S.-parented multinational companies from certain Top-Up Taxes under Pillar Two beginning January 1, 2026. While the SBS Safe Harbor is not yet enacted in any foreign jurisdiction where we operate, we expect that the SBS Safe Harbor may be adopted prior to the year ended December 31, 2026.
8. Commitments and Contingencies
Legal Proceedings
In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company and its legal counsel evaluate the merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought. If the assessment of a contingency suggests that a loss is probable, and the amount can be reasonably estimated, then a loss is recorded.
In addition to any matters discussed herein, the Company may be subject to litigation and claims arising from the ordinary course of business. In the opinion of management, after consultation with legal counsel, the outcome of such matters is not expected to have a material impact on the Company’s financial condition, results of operations, or cash flows.
Environmental Matters
The Company is subject to a wide range of environmental laws and regulations in each of the locations in which the Company operates. Compliance with these requirements can involve significant capital and operating costs. Failure to comply with these requirements can result in civil or criminal fines or sanctions, claims for environmental damages, remediation obligations, the revocation of environmental permits, or restrictions on the Company’s operations.
The Company records accruals for environmental matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on current law and existing technologies. The Company adjusts these accruals periodically as assessment and remediation efforts progress or as additional technical or legal information become available. The Company had nominal amounts recorded as environmental liabilities in “Accounts payable and accrued expenses” as of June 30, 2026 and December 31, 2025 on the Condensed Consolidated Balance Sheets. Most of the Company’s warehouses utilize ammonia as a refrigerant. Ammonia is classified as a hazardous chemical regulated by the Environmental Protection Agency, and an accident or significant release of ammonia from a warehouse could result in injuries, loss of life, and property damage. Future changes in applicable environmental laws or regulations, or in the interpretations of such laws and
The Company records accruals for environmental matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on current law and existing technologies. The Company adjusts these accruals periodically as assessment and remediation efforts progress or as additional technical or legal information become available. The Company had nominal amounts recorded as environmental liabilities in “Accounts payable and accrued expenses” as of June 30, 2026 and December 31, 2025 on the Condensed Consolidated Balance Sheets. Most of the Company’s warehouses utilize ammonia as a refrigerant. Ammonia is classified as a hazardous chemical regulated by the Environmental Protection Agency, and an accident or significant release of ammonia from a warehouse could result in injuries, loss of life, and property damage. Future changes in applicable environmental laws or regulations, or in the interpretations of such laws and
25
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
regulations, could negatively impact the Company. The Company believes it is in compliance with applicable environmental regulations in all material respects. Under various U.S. federal, state, and local environmental laws, a current or previous owner or operator of real estate may be liable for the entire cost of investigating, removing, and/or remediating hazardous or toxic substances on such property. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the contamination. Even if more than one person may have been responsible for the contamination, each person covered by the environmental laws may be held responsible for the entire clean-up cost. There were no material unrecorded contingent liabilities as of June 30, 2026 and December 31, 2025.
Occupational Safety and Health Act (“OSHA”)
The Company’s warehouses located in the U.S. are subject to regulation under OSHA, which requires employers to provide associates with an environment free from hazards, such as exposure to toxic chemicals, excessive noise levels, mechanical dangers, heat or cold stress, and unsanitary conditions. The cost of complying with OSHA and similar laws enacted by states and other jurisdictions in which we operate can be substantial, and any failure to comply with these regulations could expose us to substantial penalties and potentially to liabilities to associates who may be injured at our warehouses. The Company records accruals for OSHA matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. The Company believes that it is in substantial compliance with all OSHA regulations and that no material unrecorded liabilities exist as of June 30, 2026 and December 31, 2025. Future changes in applicable environmental laws or regulations, or in the interpretation of such laws and regulations, could negatively impact the Company.
26
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
9. Accumulated Other Comprehensive Loss
The Company reports activity in Accumulated other comprehensive loss (“AOCI”) for foreign currency translation adjustments, including the translation adjustment for investments in partially owned entities, unrealized gains and losses on designated derivatives, and minimum pension liability adjustments (net of tax). The activity in AOCI for the three and six months ended June 30, 2026 and 2025 is as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Opening balance - accumulated other comprehensive loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Pension and other postretirement benefits: | |||||||||||||||||||||||
| Balance at beginning of period, net of tax | $ | $ | $ | $ | |||||||||||||||||||
| Net loss arising during period | ( | ( | ( | ( | |||||||||||||||||||
| Net loss on pension and other postretirement benefit | ( | ( | ( | ( | |||||||||||||||||||
| Balance at end of period, net of tax | $ | $ | $ | $ | |||||||||||||||||||
| Foreign currency: | |||||||||||||||||||||||
| Balance at beginning of period, net of tax | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Cumulative translation adjustment | ( | ( | |||||||||||||||||||||
Non-derivative net investment hedges(1) | ( | ( | |||||||||||||||||||||
Derivative net investment hedge(1) | ( | ( | |||||||||||||||||||||
| Reclassification of CTA to earnings upon sale of partially owned entity | |||||||||||||||||||||||
| Net gain (loss) on foreign currency translation | ( | ( | |||||||||||||||||||||
| Balance at end of period, net of tax | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Designated derivatives: | |||||||||||||||||||||||
| Balance at beginning of period, net of tax | $ | $ | $ | $ | |||||||||||||||||||
Cash flow hedge derivatives(1) | ( | ( | |||||||||||||||||||||
Net amount reclassified from AOCI to earnings(1) | ( | ( | |||||||||||||||||||||
| Net loss on designated derivatives | ( | ( | ( | ( | |||||||||||||||||||
| Balance at end of period, net of tax | $ | $ | $ | $ | |||||||||||||||||||
| Closing balance - accumulated other comprehensive loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
27
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
10. Segment Information
Our operating segments are aggregated into two reportable segments: Warehouse and Transportation.
As of January 1, 2026, the Company's former Third-Party Managed reportable segment has been included in the Warehouse reportable segment. All prior period comparative financial information has been recast to reflect the revised segment structure. Refer to Note 1 - General for further details on this change.
•Warehouse. Our core business is our Warehouse segment, where we provide temperature-controlled warehouse storage and related handling and other warehouse services. We collect rent and storage fees to store customers’ frozen and perishable food and other products. Our handling services optimize our customers’ product movement through the cold chain, including placement, case-picking, blast freezing, e-commerce fulfillment, and other recurring handling services. Further, we manage warehouses on behalf of third parties and provide warehouse management services to leading food manufacturers and retailers in their owned facilities.
Significant Warehouse segment expenses include labor, power, other facilities costs, and other service costs.
Labor - Labor, the most significant part of warehouse expenses, covers wages, benefits, workers' compensation.
Power - The cost of power, also a significant cost of operations, fluctuates based on the price of power in the regions that our facilities operate and the required temperature zone or freezing required.
Other Facilities Costs - Other facilities costs include utilities other than power, property taxes and insurance, sanitation, repairs and maintenance, operating lease rent charges, security, and other related facilities costs.
Other Services Costs - Other services costs include equipment costs, warehouse consumables (e.g., shrink-wrap), employee protective equipment, warehouse administration and other related services costs.
•Transportation. In our Transportation segment, we broker, manage or operate transportation of frozen and perishable food and other products for our customers. Our services include consolidation (i.e., combining products for efficient shipment), freight under management services (i.e., arranging and overseeing transportation of customer inventory) and dedicated transportation, each designed to improve efficiency and reduce transportation and logistics costs to our customers.
Transportation services cost of operations are primarily affected by third-party carrier costs, which are influenced by carrier factors like driver and equipment availability. In select markets, we use our drivers and assets, incurring costs like wages, fuel, tolls, insurance, and maintenance to operate these assets.
The accounting policies used in the preparation of our reportable segments financial information are the same as those used in the preparation of our Condensed Consolidated Financial Statements. Our CODM is our Chief Executive Officer, who uses segment contribution to evaluate segment performance and to allocate resources. The CODM considers budget-to-actual variances on a monthly, quarterly, and annual basis using the segment profit or loss measure when making decisions about allocating capital and personnel to the segments. The CODM also uses the segment profit or loss measure to assess the performance for each segment by comparing the results and return on specific assets of within each segment with one another and industry competitors.
28
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
Segment contribution metrics help investors understand revenues, costs, and earnings among service types. Segment contribution is calculated as earnings before interest expense, taxes, depreciation and amortization, and excluding corporate Selling, general, and administrative expense; Transactions, strategic initiatives and other costs, net; Impairment of long-lived assets; Net gain from sale of real estate and all components of non-operating other income and expense.
Selling, general, and administrative functions support all the business segments. Therefore, the related expense is not allocated to segments as the CODM does not use it to evaluate segment performance and to allocate resources. Segment contribution is not a measurement of financial performance under U.S. GAAP and should not be considered an alternative to operating income. The Company has not disclosed assets by reportable segments, as asset information is not used by our CODM to facilitate resource allocations.
The following table presents segment revenues, significant segment expenses and segment contribution with a reconciliation to (Loss) income before income taxes for the three and six months ended June 30, 2026 and 2025:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Segment revenues: | |||||||||||||||||||||||
Warehouse(1) | $ | $ | $ | $ | |||||||||||||||||||
| Transportation | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Significant Segment Expenses: | |||||||||||||||||||||||
Warehouse(1): | |||||||||||||||||||||||
| Power | |||||||||||||||||||||||
Other facilities costs(2) | |||||||||||||||||||||||
| Labor | |||||||||||||||||||||||
Other services costs(2) | |||||||||||||||||||||||
Total warehouse cost of operations | |||||||||||||||||||||||
| Transportation services cost of operations | |||||||||||||||||||||||
| Total segment expenses | $ | $ | $ | $ | |||||||||||||||||||
| Segment contribution: | |||||||||||||||||||||||
Warehouse(1) | |||||||||||||||||||||||
| Transportation | |||||||||||||||||||||||
| Total segment contribution | |||||||||||||||||||||||
| Depreciation and amortization expense | ( | ( | ( | ( | |||||||||||||||||||
| Selling, general, and administrative expense | ( | ( | ( | ( | |||||||||||||||||||
| Transactions, strategic initiatives and other costs, net | ( | ( | ( | ( | |||||||||||||||||||
| Impairment of long-lived assets | ( | ( | ( | ( | |||||||||||||||||||
| Net gain from sale of real estate | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Loss from investments in partially owned entities | ( | ( | ( | ( | |||||||||||||||||||
| Other, net | |||||||||||||||||||||||
| (Loss) income before income taxes | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
(1)Prior period Warehouse segment financial results have been recast to include the Company’s former Third-Party Managed reportable segment.
(2)Certain immaterial prior period amounts have been reclassified to conform to the current period presentation.
29
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
11. Loss/Earnings per Common Share
Basic (loss) income per share and Diluted (loss) income per share are calculated by dividing the Net (loss) income attributable to common stockholders by the basic and diluted weighted-average common stock outstanding in the period, respectively, using the allocation method prescribed by the two-class method. The Company applies this method to compute earnings/loss per common share because it distributes non-forfeitable dividend equivalents on restricted stock units and Operating Partnership units granted to certain associates and non-employee directors who have the right to participate in the distribution of common dividends while the restricted stock units and Operating Partnership units are unvested.
A reconciliation of the basic and diluted weighted-average common stock outstanding for the three and six months ended June 30, 2026 and 2025 is as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Weighted average common stock outstanding – basic | |||||||||||||||||||||||
| Dilutive effect of stock-based awards | |||||||||||||||||||||||
| Weighted average common stock outstanding – diluted | |||||||||||||||||||||||
For the three months ended June 30, 2025 , potential common stock under the treasury stock method and the if-converted method was dilutive because the Company reported net income for the period. For the three months ended June 30, 2026 and the six months ended June 30, 2026 and 2025, potential common stock under the treasury stock method and the if-converted method were antidilutive because the Company reported a net loss for such periods. Consequently, the Company did not have any adjustments between Basic and Diluted loss per share related to stock-based awards for those periods.
The table below presents the number of antidilutive potential common shares that are not considered in the calculation of Diluted (loss) income per share:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Employee stock options | |||||||||||||||||||||||
| Restricted stock units | |||||||||||||||||||||||
| Operating Partnership units | |||||||||||||||||||||||
| Total | |||||||||||||||||||||||
30
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
12. Revenue from Contracts with Customers
Disaggregated Revenues
As of January 1, 2026, the Company's former Third-Party Managed reportable segment is included under the Warehouse reportable segment. All prior period comparative financial information has been recast to reflect the revised segment structure. Refer to Note 1 - General for further details on this change.
The following tables represent a disaggregation of revenues from contracts with customers for the three and six months ended June 30, 2026 and 2025, by segment and geographic region:
| Three Months Ended June 30, 2026 | |||||||||||||||||
| North America | Europe | Asia-Pacific | South America | Total | |||||||||||||
| (In thousands) | |||||||||||||||||
Warehouse rent and storage | $ | $ | $ | $ | $ | ||||||||||||
Warehouse services(1) | |||||||||||||||||
Transportation | |||||||||||||||||
Total revenues(2) | |||||||||||||||||
Total revenues | $ | $ | $ | $ | $ | ||||||||||||
| Three Months Ended June 30, 2025 | |||||||||||||||||
| North America | Europe | Asia-Pacific | South America | Total | |||||||||||||
| (In thousands) | |||||||||||||||||
Warehouse rent and storage | $ | $ | $ | $ | $ | ||||||||||||
Warehouse services(1) | |||||||||||||||||
Transportation | |||||||||||||||||
Total revenues(2) | |||||||||||||||||
Total revenues | $ | $ | $ | $ | $ | ||||||||||||
(1)Prior period Warehouse segment financial results have been recast to include the Company’s former Third-Party Managed reportable segment. The former Third-Party Managed services revenues are now included within Warehouse services revenues.
(2)Revenues are within the scope of ASC 606: Revenue From Contracts With Customers. Elements of contracts or arrangements that are in the scope of other standards (e.g., leases) are separated and accounted for under those standards.
(3)Revenues are within the scope of ASC 842: Leases.
| Six Months Ended June 30, 2026 | |||||||||||||||||
| North America | Europe | Asia-Pacific | South America | Total | |||||||||||||
| (In thousands) | |||||||||||||||||
Warehouse rent and storage | $ | $ | $ | $ | $ | ||||||||||||
Warehouse services(1) | |||||||||||||||||
Transportation | |||||||||||||||||
Total revenues(2) | |||||||||||||||||
Total revenues | $ | $ | $ | $ | $ | ||||||||||||
31
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
| Six Months Ended June 30, 2025 | |||||||||||||||||
| North America | Europe | Asia-Pacific | South America | Total | |||||||||||||
| (In thousands) | |||||||||||||||||
Warehouse rent and storage | $ | $ | $ | $ | $ | ||||||||||||
Warehouse services(1) | |||||||||||||||||
Transportation | |||||||||||||||||
Total revenues(2) | |||||||||||||||||
Total revenues | $ | $ | $ | $ | $ | ||||||||||||
(1)Prior period Warehouse segment financial results have been recast to include the Company’s former Third-Party Managed reportable segment. The former Third-Party Managed services revenues are now included within Warehouse services revenues.
(2)Revenues are within the scope of ASC 606: Revenue From Contracts With Customers. Elements of contracts or arrangements that are in the scope of other standards (e.g., leases) are separated and accounted for under those standards.
(3)Revenues are within the scope of ASC 842: Leases.
Performance Obligations
Substantially all of our revenues for warehouse storage and handling services, and management and incentive fees earned under third-party managed and other contracts are recognized over time as the customer benefits equally throughout the period until the contractual term expires. Typically, revenues are recognized over time using an input measure (e.g., passage of time). Revenues are recognized at a point in time upon delivery, when the customer typically obtains control, for most accessorial services, transportation services and reimbursed costs.
For arrangements containing non-cancellable contract terms, any variable consideration related to storage renewals or incremental handling charges above stated minimums are 100 % constrained and not included in the aggregate amount of the transaction price allocated to the unsatisfied performance obligations disclosed below, given the degree in difficulty in estimation. Payment terms are generally 0 - 30 days upon billing, which is typically monthly, either in advance or subsequent to the performance of services. The same payment terms typically apply for arrangements containing variable consideration.
The Company has no material warranties or obligations for allowances, refunds or other similar obligations.
As of June 30, 2026, the Company had $1.7 billion of remaining unsatisfied performance obligations from contracts with customers subject to a non-cancellable term and within contracts that have an original expected duration exceeding one year. These obligations also do not include variable consideration beyond the non-cancellable term, which due to the inability to quantify by estimate, is fully constrained. The Company expects to recognize approximately 11 % of these remaining performance obligations as revenues in 2026, and the remaining 89 % to be recognized over a weighted average period of 14.0 years through 2042.
Contract Balances
The timing of revenue recognition, billings and cash collections results in accounts receivable (contract assets), and unearned revenues (contract liabilities) on the accompanying Condensed Consolidated Balance Sheets. Generally, billing occurs monthly, subsequent to revenue recognition, resulting in contract assets. However, the Company may bill and receive advances or deposits from customers, particularly on storage and handling services, before revenue is recognized, resulting in contract liabilities. These assets and liabilities are reported on the accompanying Condensed Consolidated Balance Sheets on a contract-by-contract basis at the end of each
32
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
reporting period. Changes in the contract asset and liability balances during the three and six months ended June 30, 2026, were not materially impacted by any other factors.
Receivable balances related to contracts with customers accounted for under ASC 606 were $389.9 million and $360.2 million as of June 30, 2026 and December 31, 2025, respectively. All other trade receivable balances relate to contracts accounted for under ASC 842.
Balances in unearned revenues related to contracts with customers were $22.7 million and $20.2 million as of June 30, 2026 and December 31, 2025, respectively. Substantially all revenues that were included in the contract liability balances at the beginning of 2026 have been recognized as of June 30, 2026, and represent revenues from the satisfaction of monthly storage and handling services with average customer inventory turns of approximately 30 days.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q. 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. Factors that could cause such differences include, but are not limited to, those identified below and those described in Part I of this Quarterly Report on Form 10-Q under "Cautionary Statement Regarding Forward-Looking Statements", and "Risk Factors” in Item 1A of Part I of our 2025 Annual Report on Form 10-K.
Management’s Overview
Americold Realty Trust, Inc. together with its subsidiaries (“ART”, “Americold”, the “Company”, “us” or “we”) is a Maryland corporation that operates as a real estate investment trust (“REIT”) for U.S. federal income tax purposes. Americold is a global leader in temperature-controlled logistics and real estate, supporting the safe, efficient movement of food worldwide. We connect producers, processors, distributors, and retailers. Leveraging deep industry expertise, advanced technology, and sustainable practices, Americold delivers reliable cold storage and transportation solutions that create lasting value for customers and communities. As of June 30, 2026, the Company operated 224 warehouses globally, totaling approximately 1.4 billion cubic feet, with 179 warehouses in North America, 23 warehouses in Europe, 20 warehouses in Asia-Pacific, and 2 warehouses in South America.
As of June 30, 2026, our business includes two primary business segments: Warehouse and Transportation. We also have a minority interest in one joint venture: RSA Cold Holdings Limited (the “RSA joint venture”), which operates 2 temperature-controlled warehouses in Dubai.
33
Joint Venture Formation
On May 7, 2026, the Company announced the signing of a joint venture agreement with EQT Partners (“EQT”), one of the world’s largest private equity investors, to create a new North American joint venture focused on the ownership, operation, and development of high-quality cold storage warehouse facilities.
Under the terms of the agreement, EQT and the Company will hold 70% and 30% equity interests, respectively, in the new venture. At inception, the Company will contribute 12 cold storage facilities to the joint venture and expects to receive proceeds from such transfer, which will be used to pay down outstanding indebtedness of the Company. The transaction is subject to customary closing conditions.
Segment Reorganization
As of January 1, 2026, the Company revised the operating segment information regularly provided to the Company's Chief Operating Decision Maker (the “CODM”) to combine the Warehouse and the former Third-party managed operating segments. As a result of this change, the Company now has two reportable operating segments: Warehouse and Transportation. All prior period comparative financial information has been recast to reflect the revised segment structure. See Note 10 - Segment Information for additional information of the Company's reportable segments.
Business Strategy
Our strategy is focused on disciplined execution, capital efficiency, and proactive asset management to enhance operating and financial performance, increase cash flows from operations, and create long-term stockholder value. We leverage the scale, density, and flexibility of our global temperature-controlled warehouse network to support customers across the cold chain, drive organic growth within our existing portfolio, and optimize physical and economic utilization. As an owner and operator of specialized cold-storage real estate, we actively manage our portfolio to maintain financial flexibility, support evolving customer requirements, and create value through selective development and portfolio optimization. We continue to emphasize operational excellence, cost discipline, and service reliability, supported by standardized processes and ongoing technology investments. While food remains our primary end market, our facilities also support adjacent temperature-sensitive categories and, where appropriate, non-temperature-sensitive goods. We believe these strategies position us to benefit from continued customer outsourcing, e-commerce growth, and evolving distribution models.
34
Key Factors Affecting Our Business and Financial Results
Retail Automation and Other Real Estate Related Impairments
On July 21, 2026, Americold Realty Trust, Inc. entered into an agreement with ADUSA Distribution, a subsidiary of Ahold Delhaize USA and a customer of the Company, pursuant to which the Company and ADUSA Distribution agreed to wind down operations at the Company's automated retail distribution center in Lancaster, Pennsylvania and Plainville, Connecticut, both of which were purpose-developed for ADUSA Distribution's use.
As a result of the agreement described above, together with other real estate-related impairments recognized during the period, the Company recorded impairment charges of $309.6 million during the six months ended June 30, 2026, which were recognized within Impairment of long-lived assets on the Condensed Consolidated Statements of Operations.
During the six months ended June 30, 2025, the Company recorded impairment charges of $5.2 million primarily related to the exit or anticipated exit of certain warehouse operations.
Project Orion
In February 2023, the Company announced Project Orion (“Project Orion”), a multi‑year transformation initiative focused on modernizing technology platforms and business processes to support future growth and operational efficiency. Project Orion includes the implementation of a new cloud‑based enterprise resource planning (“ERP”) system (“Orion – Oracle”) and other transformation initiatives (“Orion – Transformation”). The Orion – Oracle implementation is substantially complete, with the exception of deployment in Europe. The Company recognized $11.1 million and $15.4 million in total costs related to Project Orion during the three months ended June 30, 2026 and 2025, respectively. The total costs related to Project Orion during the six months ended June 30, 2026 and 2025 were $17.0 million and $26.9 million, respectively.
Massillon Acquisition
On March 18, 2026, the Company completed the acquisition of Massillon (the “Massillon acquisition”), a previously leased warehouse facility located in Massillon, Ohio, for total consideration of $18.7 million. The Company purchased the property for investment purposes, intending to hold it for rental income and capital appreciation.
Significant Risks and Uncertainties
Certain industry and macroeconomic conditions have affected the operating environment for cold storage providers. These include increased speculative development, which has intensified competition and pricing dynamics, as well as inflationary and regulatory factors that have influenced consumer spending patterns and, indirectly, demand from food producers and retailers. To the extent these conditions impact operating performance over time, they may cause us to adjust our assumptions and estimates of future cash flows and fair value and increase the risk of impairment of certain long-lived assets.
For a more robust discussion of risks associated with the Company and its operating results, see “Risk Factors” in the Company’s 2025 Annual Report on Form 10-K.
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Seasonality
We provide services to food producers, distributors, retailers, and e-tailers whose businesses, in some cases, are seasonal or cyclical. To help mitigate revenue and earnings volatility associated with seasonality, we have implemented fixed-commitment contracts with certain customers, under which customers pay for guaranteed warehouse space to maintain required inventory levels, particularly during periods of peak physical occupancy.
Historically, on a portfolio-wide basis, physical occupancy rates have generally been lowest during May and June and have typically increased thereafter as a result of annual harvests and customer inventory build in advance of end-of-year holidays, with occupancy often peaking between mid-September and early December. Higher-than-average occupancy levels in October or November have historically resulted in higher revenues. However, these historical seasonal patterns are not always indicative of current or future results, and in recent periods, challenging demand conditions and other factors impacting the business have resulted in occupancy levels and revenue trends that are not aligned with typical seasonal expectations.
Seasonality is mitigated, in part, by the diversity of our customer base and product mix, as peak demand for various products occurs at different times of the year (for example, demand for ice cream is typically highest in the summer, while demand for frozen turkeys usually peaks in the late fall). In addition, our southern hemisphere operations in Australia, New Zealand, and South America help balance seasonal impacts across our global portfolio, as growing and harvesting cycles in those regions are complementary to those in North America and Europe. Each of our warehouses establishes operating hours based on customer demand, which varies by location and over time.
Financial Trends and Uncertainties
Management believes that recent and future operating results may continue to be impacted by broader macroeconomic conditions, including consumer spending conservatism, persistent inflationary pressures, tariff-related uncertainty, and reductions in government-sponsored benefits. These factors have collectively influenced purchasing behavior, which in turn affect our customers’ production volumes and the corresponding demand for our temperature-controlled storage and handling services. The cold storage industry has also experienced increased speculative capacity, particularly in key distribution markets, which has increased competition. Management believes these trends are reasonably likely to continue to impact future results; however, despite these headwinds, we remain focused on disciplined cost control, delivering high-quality customer service, and investing in areas of the business that offer the greatest long-term value.
How We Assess the Performance of Our Business
Segment Contribution Net Operating Income (“NOI”)
We evaluate the performance of our primary business segments based on their NOI contribution to our overall results of operations which aligns with how our decision makers evaluate performance.
•Warehouse segment contribution NOI is calculated as Warehouse segment revenues less its cost of operations excluding any Depreciation and amortization, corporate-level Selling, general, and administrative expense, corporate-level Transactions, strategic initiatives and other costs, net, Impairment of long-lived assets, Net gain from sale of real estate, and all components of Other (expense) income.
•Warehouse rent and storage contribution NOI is calculated as warehouse rent and storage revenues less power and other facilities costs.
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•Warehouse services contribution NOI is calculated as warehouse services revenues less labor and other service costs.
•Transportation segment contribution NOI is calculated as Transportation segment revenues less its cost of operations excluding any Depreciation and amortization, corporate-level Selling, general, and administrative expense, corporate-level Transactions, strategic initiatives and other costs, net, Impairment of long-lived assets, Net gain from sale of real estate, and all components of Other (expense) income.
•Contribution NOI margin for each of these operations is calculated as the applicable contribution NOI measure divided by the applicable revenue measure.
Segment NOI and NOI margin contribution metrics help investors understand revenues, costs, and earnings among service types. These NOI contribution measures are supplemental and are not measurements of financial performance under U.S. GAAP. We provide reconciliations of these measures to the most directly comparable U.S. GAAP measures in the results of operations sections below.
Same Store Analysis
We believe that same store metrics are key performance indicators commonly used in the real estate industry. Evaluating the performance of our real estate portfolio on a same store basis allows investors to evaluate performance in a way that is consistent period to period. We define our “same store” population once annually at the beginning of the current calendar year. Our population includes properties owned or leased for the entirety of two comparable periods with at least twelve consecutive months of normalized operations prior to January 1 of the current calendar year. We define “normalized operations” as properties that have been open for operation or lease, after development, expansion, or significant modification (e.g., rehabilitation subsequent to a natural disaster). Acquired properties are included in the “same store” population if owned by us as of the first business day of the prior calendar year (e.g. January 1, 2025) and are still owned by us as of the end of the current reporting period, unless the property is under development. The “same store” pool is also adjusted to remove properties that are being exited (e.g. non-renewal of warehouse lease or held for sale to third parties), were sold, or entered development subsequent to the beginning of the current calendar year. Changes in ownership structure (e.g., purchase of a previously leased warehouse) does not result in a facility being excluded from the same store population, as management believes that actively managing its real estate is normal course of operations. Additionally, management classifies new developments (both conventional and automated facilities) as a component of the same store pool once the facility is considered fully operational and both inbounding and outbounding product for at least twelve consecutive months prior to January 1 of the current calendar year.
For all same store properties (as defined above), we calculate “same store contribution NOI”, “same store rent and storage contribution NOI”, “same store services contribution NOI”, and the related margins in the same manner as described above. To ensure comparability in our period-to-period operating results, we also calculate same store contribution NOI measures on a constant currency basis, removing the impact of foreign exchange rate fluctuations by using prior period exchange rates to translate current period results into US dollars. These metrics isolate the operating performance of a consistent set of properties and thus eliminates the effects of changes in portfolio composition and currency fluctuations.
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The following table shows the number of same store and non-same store warehouses in our portfolio as of June 30, 2026.
Warehouse site count | As of June 30, 2026 | |||||||
Total Warehouses(1) | 224 | |||||||
Same Store Warehouses(2) | 212 | |||||||
Non-Same Store Warehouses(3) | 12 | |||||||
(1)Sites are removed from the site count if the executive leadership team has approved the exit and the site is vacant as of period end or, generally, if the site is held for sale.
(2)As of January 1, 2026, the Company's former Third-Party Managed reportable segment is included under the Warehouse reportable segment. The Company's Third-Party Managed sites are included within the same store warehouse pool.
(3)As of June 30, 2026, the non-same store facility count consists of: 5 sites that are in the recently completed expansion and development phase, 1 facility that we purchased in 2025, 1 recently leased warehouse in Australia, and 5 sites in the process of winding down operations. As of June 30, 2026, there are 2 sites in the development and expansion phase that will be added to the non-same store pool when operations commence.
Same store financial metrics are not a measurement of financial performance under U.S. GAAP. In addition, other companies providing temperature-controlled warehouse storage and handling and other warehouse services may not define same store or calculate same store financial metrics in a manner consistent with our definitions and calculations. Same store financial measures should be considered as a supplement, but not as an alternative, to our results calculated in accordance with U.S. GAAP. We provide reconciliations of these measures to the most directly comparable U.S. GAAP measures in the discussions of our comparative results of operations below.
Physical Occupancy of our Warehouses
We define average physical occupied pallets as the average number of physically occupied pallet positions in our warehouses for the applicable period.
Physical occupancy percentage is calculated by dividing the average number of physically occupied pallets by the estimated average of total physical pallet positions in our warehouses, for the applicable period.
We estimate the number of physical pallet positions by taking into account actual racked space and by estimating unracked space on an as-if racked basis. We base this estimate on a formula utilizing the total cubic feet of each room within the warehouse that is unracked divided by the volume of an assumed rack space that is consistent with the characteristics of the relevant warehouse. On a warehouse by warehouse basis, rack space generally ranges from three to four feet depending upon the type of facility and the nature of the customer goods stored therein. The number of our pallet positions is reviewed and updated quarterly, taking into account changes in racking configurations and room utilization.
Economic Occupancy of our Warehouses
We define average economic occupied pallets as the sum of the average number of physically occupied pallets and otherwise contractually committed pallets for a given period, without duplication.
Economic occupancy percentage is calculated by dividing the average economic occupied pallets by the estimated average of total physical pallet positions in our warehouses, regardless of whether they are occupied, for the applicable period.
Economic occupancy is a key driver of our financial results as it mitigates the impact of seasonal changes on physical occupancy and ensures our customers have the necessary space to support their business needs.
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Throughput at our Warehouses
The level and nature of throughput at our warehouses significantly impacts our warehouse services revenues. Throughput refers to the volume of pallets entering and exiting our warehouses, with higher levels of throughput driving warehouse services revenues. The nature of throughput can be influenced by various factors including product turnover and shifts in consumer demand. Food manufacturers’ production levels are influenced by market conditions, consumer demand, labor availability, supply chain dynamics and consumer preferences, which all impact throughput.
Constant Currency Metrics
Our consolidated revenues and expenses are subject to variations outside our control that are caused by the net effect of foreign currency translation on revenues generated and expenses incurred by our operations outside the United States. As a result, in order to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency fluctuations, we analyze our business performance based on certain constant currency reporting that represents current period results translated into U.S. dollars at the relevant average foreign exchange rates applicable in the comparable prior period. We believe that the presentation of constant currency results provides a measurement of our ongoing operations that is meaningful to investors because it excludes the impact of these foreign currency movements that we cannot control.
Constant currency results are not measurements of financial performance under U.S. GAAP, and our constant currency results should be considered as a supplement, but not as an alternative, to our results calculated in accordance with U.S. GAAP. We provide reconciliations of these measures in the discussions of our comparative results of operations below.
Components of Our Results of Operations
Warehouse
Rent, storage, and warehouse services revenues. Our primary source of revenues is rent, storage, and warehouse services fees. Rent and storage revenues are related to the storage of frozen, perishable or other products in our warehouses. We also offer a wide array of value-added services including: i) receipt, labeling and storage of goods, ii) customized order retrieval and packaging, iii) blast freezing and ripening, iv) government approved periodic inspections, fumigation, and other treatment services, v) e-commerce fulfillment and many more. Additionally, reimbursements that we receive for expenses incurred for warehouses that we manage on behalf of third-party owners are recognized as warehouse services revenues. We also earn management fees, incentive fees upon achieving negotiated performance and cost-savings results, or an applicable mark-up on costs.
Rent, storage, and warehouse services cost of operations consist of labor, power, other facilities costs, and other service costs.
Labor covers wages, benefits, workers' compensation, and can vary due to factors like workforce size, customer needs, compensation levels, third-party labor usage, collective bargaining agreements, customer requirements, productivity, labor availability, government policies, medical insurance costs, safety programs, and discretionary bonuses. Additionally, we incur labor charges for warehouses that we managed on behalf of third-party owners, which are recognized on a pass-through basis.
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The cost of power fluctuates based on the price of power in the regions that our facilities operate and the required temperature zone or freezing required. We may, from time to time, hedge our exposure to changes in power prices through fixed rate agreements or, to the extent possible and appropriate, through rate escalations or power surcharge provisions within our customer contracts.
Other facilities costs include utilities other than power, property taxes and insurance, sanitation, repairs and maintenance, operating leases rent charges, security, and other related facilities costs.
Other services costs include equipment costs, warehouse consumables (e.g. shrink-wrap), associate protective equipment, warehouse administration and other related services costs.
Transportation
Transportation services revenues are derived from fees charged for transportation of our customers products, often including fuel and capacity surcharges.
Transportation services cost of operations are primarily affected by third-party carrier costs, which are influenced by carrier factors like driver and equipment availability. In select markets, we use our drivers and assets, incurring costs like wages, fuel, tolls, insurance, and maintenance to operate these assets.
Consolidated Operating Expenses
Depreciation and amortization charges relate to the depreciation of buildings and equipment related improvements, leasehold improvements, material handling equipment, furniture, fixtures, and our computer equipment. Amortization relates primarily to intangible assets for customer relationships.
Selling, general, and administrative expenses consist primarily of warehouse and non-warehouse related labor, administrative expenses, employee related costs, professional fees, equipment expenses, facility and warehouse costs, and information technology (including amortization and ongoing licenses expenses associated with the go-live of Project Orion).
Transactions, strategic initiatives and other costs, net consists of non-recurring or non-routine costs including costs related to severance, non-routine stock compensation expense associated with certain employee awards and professional and consulting fees for strategic projects, acquisition related costs, terminated site operations and costs related to sites held for sale or idle facilities, Project Orion, and cyber incident related costs, net of insurance recoveries. These costs are not representative of our normal course of operations.
Impairment of long-lived assets represents the impairment of certain long-lived assets whose values are considered unrecoverable, including recently recorded impairment charges related to the wind down of the Company’s retail automated operations in Plainville, CT and Lancaster, PA.
Net gain from sale of real estate represents the gain recognized on the Company’s sale of real estate related assets.
Interest expense is primarily associated with interest charged on unsecured revolving credit facilities, term loans, and notes. Interest expense also includes the impact of any interest rate swaps meant to hedge interest rate risk associated with such debt instruments.
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Loss from investments in partially owned entities is representative of our share of gains and losses associated with our minority ownership interests in joint ventures.
Other, net primarily includes gains related to the termination of certain hedge instruments, interest income, foreign currency remeasurement, gains and losses on other asset disposals including investments in partially owned entities, and other miscellaneous transactions.
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Results of Operations
Comparison of Results for the Three Months Ended June 30, 2026 and 2025
Warehouse Segment
As of January 1, 2026, the Company's former Third-Party Managed reportable segment has been included in the Warehouse reportable segment. All prior period comparative financial information has been recast to reflect the revised segment structure.
The following table presents revenues, contribution (NOI), margins, and certain operating metrics for our global Warehouse segment for the three months ended June 30, 2026 and 2025.
| Three Months Ended June 30, | Change | ||||||||||||||||||||||||||||
| 2026 Actual | 2026 Constant Currency(1) | 2025 Actual | Actual | Constant Currency | |||||||||||||||||||||||||
| (Dollars and units in thousands, except per pallet data) | |||||||||||||||||||||||||||||
Global Warehouse revenues(2): | |||||||||||||||||||||||||||||
| Rent and storage | $ | 253,665 | $ | 252,128 | $ | 256,732 | (1.2) | % | (1.8) | % | |||||||||||||||||||
Warehouse services(3) | 349,908 | 344,957 | 345,919 | 1.2 | % | (0.3) | % | ||||||||||||||||||||||
| Total revenues | $ | 603,573 | $ | 597,085 | $ | 602,651 | 0.2 | % | (0.9) | % | |||||||||||||||||||
Global Warehouse cost of operations(2)(3): | |||||||||||||||||||||||||||||
| Power | 38,114 | 37,915 | 35,544 | 7.2 | % | 6.7 | % | ||||||||||||||||||||||
Other facilities costs(4)(5) | 60,379 | 59,914 | 61,804 | (2.3) | % | (3.1) | % | ||||||||||||||||||||||
| Labor | 254,904 | 250,811 | 253,853 | 0.4 | % | (1.2) | % | ||||||||||||||||||||||
Other services costs(4)(6) | 48,441 | 48,205 | 48,536 | (0.2) | % | (0.7) | % | ||||||||||||||||||||||
| Total Warehouse segment cost of operations | $ | 401,838 | $ | 396,845 | $ | 399,737 | 0.5 | % | (0.7) | % | |||||||||||||||||||
| Global Warehouse contribution (NOI) | $ | 201,735 | $ | 200,240 | $ | 202,914 | (0.6) | % | (1.3) | % | |||||||||||||||||||
| Rent and storage contribution (NOI) | $ | 155,172 | $ | 154,299 | $ | 159,384 | (2.6) | % | (3.2) | % | |||||||||||||||||||
| Services contribution (NOI) | $ | 46,563 | $ | 45,941 | $ | 43,530 | 7.0 | % | 5.5 | % | |||||||||||||||||||
| Global Warehouse margin | 33.4 | % | 33.5 | % | 33.7 | % | -30 bps | -20 bps | |||||||||||||||||||||
Rent and storage margin | 61.2 | % | 61.2 | % | 62.1 | % | -90 bps | -90 bps | |||||||||||||||||||||
Warehouse services margin | 13.3 | % | 13.3 | % | 12.6 | % | 70 bps | 70 bps | |||||||||||||||||||||
| Global Warehouse rent and storage metrics: | |||||||||||||||||||||||||||||
| Average economic occupied pallets | 3,926 | n/a | 4,057 | (3.2) | % | n/a | |||||||||||||||||||||||
| Average physical occupied pallets | 3,484 | n/a | 3,454 | 0.9 | % | n/a | |||||||||||||||||||||||
| Average physical pallet positions | 5,168 | n/a | 5,499 | (6.0) | % | n/a | |||||||||||||||||||||||
| Economic occupancy percentage | 76.0 | % | n/a | 73.8 | % | 220 bps | n/a | ||||||||||||||||||||||
| Physical occupancy percentage | 67.4 | % | n/a | 62.8 | % | 460 bps | n/a | ||||||||||||||||||||||
| Total rent and storage revenues per average economic occupied pallet | $ | 64.61 | $ | 64.22 | $ | 63.28 | 2.1 | % | 1.5 | % | |||||||||||||||||||
| Total rent and storage revenues per average physical occupied pallet | $ | 72.81 | $ | 72.37 | $ | 74.33 | (2.0) | % | (2.6) | % | |||||||||||||||||||
| Global Warehouse services metrics: | |||||||||||||||||||||||||||||
Throughput pallets(3) | 8,926 | n/a | 9,017 | (1.0) | % | n/a | |||||||||||||||||||||||
| Total warehouse services revenues per throughput pallet | $ | 39.20 | $ | 38.65 | $ | 38.36 | 2.2 | % | 0.8 | % | |||||||||||||||||||
(1)The adjustments from our U.S. GAAP operating results to calculate our operating results on a constant currency basis are the effect of changes in foreign currency exchange rates relative to the comparable prior period.
(2)Rent, storage, and warehouse services revenues do not include the financial results of certain warehouses that are classified as held for sale. Rent, storage, and warehouse services cost of operations do not include the financial results of certain warehouses that are considered held for sale, idle, or closed due to an intention to exit. The operational results for these sites are recognized within Transactions, strategic initiatives and other costs, net. Refer to Note 3 - Transactions, Strategic Initiatives and Other Costs, Net for further details.
(3)Prior period Warehouse segment financial results and related metrics have been recast to include the Company’s former Third-Party Managed reportable segment. The former Third-Party Managed services revenues are now included within Warehouse services revenues.
(4)Certain immaterial prior period amounts have been reclassified to conform to the current period presentation.
(5)Includes real estate rent expense of $6.6 million and $7.4 million, on an actual basis, for the three months ended June 30, 2026 and 2025, respectively.
(6)Includes non-real estate rent expense (equipment lease and rentals) of $1.8 million and $2.4 million, on an actual basis, for the three months ended June 30, 2026 and 2025, respectively. Prior period non-real estate rent expense is recast for the inclusion of Third-Party Managed sites.
n/a - not applicable
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On a constant currency basis, our Warehouse segment revenues decreased $5.6 million, or 0.9%, during the three months ended June 30, 2026, as compared to the same period in the prior year. This decrease was driven by the $11.8 million decrease in revenues in our non-same store pool, partially offset by the $6.2 million increase in revenues in our same store pool, both on a constant currency basis. Refer to the discussion in the same store section below for further details on the same store revenues increase. The decrease in revenues in the non-same store pool was primarily attributable to facilities exited, idled, or held for sale or sold subsequent to June 30, 2025, partially offset by incremental revenues associated with recently completed developments and expansions.
On a constant currency basis, our Warehouse segment cost of operations decreased $2.9 million, or 0.7%, during the three months ended June 30, 2026, as compared to the same period in the prior year. This is primarily driven by a decrease of $13.4 million in our non-same store pool, partially offset by an increase of $10.5 million in our same store pool, both on a constant currency basis. Refer to the discussion in the same store section below for further details on the same store cost of operations increase. The decrease in the non-same store pool is primarily attributable to the decrease in revenues as described above.
On a constant currency basis, Warehouse segment NOI decreased $2.7 million, or 1.3% during the three months ended June 30, 2026, as compared to the same period in the prior year. NOI decreased $4.3 million, or 2.2%, for our same store pool, and increased $1.7 million for our non-same store pool, both on a constant currency basis, due to the factors described above for the non-same store pool and in the same store section below.
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Same Store and Non-Same Store Results
As of January 1, 2026, the Company’s former Third-Party Managed reportable segment is included under the Warehouse reportable segment within the same store warehouse pool. All prior period comparative financial information has been recast to reflect the revised segment structure.
The following tables present revenues, contribution (NOI), margins, and certain operating metrics for our same store and non-same store for the three months ended June 30, 2026 and 2025.
| Three Months Ended June 30, | Change | ||||||||||||||||||||||||||||
| 2026 Actual | 2026 Constant Currency(1) | 2025 Actual | Actual | Constant Currency | |||||||||||||||||||||||||
| Number of same store warehouses | 212 | 212 | |||||||||||||||||||||||||||
| (Dollars and units in thousands, except per pallet data) | |||||||||||||||||||||||||||||
Same store revenues(2): | |||||||||||||||||||||||||||||
| Rent and storage | $ | 240,953 | $ | 239,533 | $ | 239,808 | 0.5 | % | (0.1) | % | |||||||||||||||||||
Warehouse services(3) | 339,134 | 334,489 | 328,012 | 3.4 | % | 2.0 | % | ||||||||||||||||||||||
| Total same store revenues | $ | 580,087 | $ | 574,022 | $ | 567,820 | 2.2 | % | 1.1 | % | |||||||||||||||||||
Same store cost of operations(2)(3): | |||||||||||||||||||||||||||||
| Power | 36,134 | 35,950 | 32,475 | 11.3 | % | 10.7 | % | ||||||||||||||||||||||
Other facilities costs(4) | 56,697 | 56,300 | 56,088 | 1.1 | % | 0.4 | % | ||||||||||||||||||||||
| Labor | 242,559 | 238,714 | 235,443 | 3.0 | % | 1.4 | % | ||||||||||||||||||||||
Other services costs(4) | 46,482 | 46,258 | 42,682 | 8.9 | % | 8.4 | % | ||||||||||||||||||||||
| Total same store cost of operations | $ | 381,872 | $ | 377,222 | $ | 366,688 | 4.1 | % | 2.9 | % | |||||||||||||||||||
| Same store contribution (NOI) | $ | 198,215 | $ | 196,800 | $ | 201,132 | (1.5) | % | (2.2) | % | |||||||||||||||||||
Same store rent and storage contribution (NOI) | $ | 148,122 | $ | 147,283 | $ | 151,245 | (2.1) | % | (2.6) | % | |||||||||||||||||||
Same store services contribution (NOI) | $ | 50,093 | $ | 49,517 | $ | 49,887 | 0.4 | % | (0.7) | % | |||||||||||||||||||
| Same store margin | 34.2 | % | 34.3 | % | 35.4 | % | -120 bps | -110 bps | |||||||||||||||||||||
Same store rent and storage margin | 61.5 | % | 61.5 | % | 63.1 | % | -160 bps | -160 bps | |||||||||||||||||||||
Same store services margin | 14.8 | % | 14.8 | % | 15.2 | % | -40 bps | -40 bps | |||||||||||||||||||||
| Same store rent and storage metrics: | |||||||||||||||||||||||||||||
| Average economic occupied pallets | 3,811 | n/a | 3,833 | (0.6) | % | n/a | |||||||||||||||||||||||
| Average physical occupied pallets | 3,390 | n/a | 3,277 | 3.4 | % | n/a | |||||||||||||||||||||||
| Average physical pallet positions | 4,905 | n/a | 4,947 | (0.8) | % | n/a | |||||||||||||||||||||||
| Economic occupancy percentage | 77.7 | % | n/a | 77.5 | % | 20 bps | n/a | ||||||||||||||||||||||
| Physical occupancy percentage | 69.1 | % | n/a | 66.2 | % | 290 bps | n/a | ||||||||||||||||||||||
| Same store rent and storage revenues per average economic occupied pallet | $ | 63.23 | $ | 62.85 | $ | 62.56 | 1.1 | % | 0.5 | % | |||||||||||||||||||
| Same store rent and storage revenues per average physical occupied pallet | $ | 71.08 | $ | 70.66 | $ | 73.18 | (2.9) | % | (3.4) | % | |||||||||||||||||||
| Same store services metrics: | |||||||||||||||||||||||||||||
Throughput pallets(3) | 8,682 | n/a | 8,632 | 0.6 | % | n/a | |||||||||||||||||||||||
| Same store warehouse services revenues per throughput pallet | $ | 39.06 | $ | 38.53 | $ | 38.00 | 2.8 | % | 1.4 | % | |||||||||||||||||||
(1)The adjustments from our U.S. GAAP operating results to calculate our operating results on a constant currency basis are the effect of changes in foreign currency exchange rates relative to the comparable prior period.
(2)Rent, storage, and warehouse services revenues do not include the financial results of warehouses that are classified as held for sale. Rent, storage, and warehouse services cost of operations do not include the financial results of warehouses that are considered held for sale, idle, or closed due to an intention to exit. The operational results for these sites are recognized within Transactions, strategic initiatives and other costs, net.
(3)Prior period Warehouse segment financial results and related metrics have been recast to include the Company’s former Third-Party Managed reportable segment. The former Third-Party Managed services revenues are now included within Warehouse services revenues.
(4)Certain immaterial prior period amounts have been reclassified to conform to the current period presentation.
n/a - not applicable
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Same store rent and storage revenues decreased by $0.3 million, on a constant currency basis, primarily due to a 0.6% decrease in average economic occupied pallets associated with the overall decline in fixed commitment storage contracts during the three months ended June 30, 2026 compared to the same period in the prior year. This decrease includes a 3.4% increase in average physical occupied pallets, the benefit of which was offset by a 3.4% decrease in rent and storage revenues per average physical occupied pallet due to the unfavorable mix of products stored during the period.
Same store services revenues increased by $6.5 million on a constant currency basis, primarily due to an increase in same store warehouse services revenues per throughput pallet of 1.4% and an increase in throughput pallets of 0.6% during the three months ended June 30, 2026, compared to the same period in the prior year.
Same store costs of operations increased by $10.5 million, on a constant currency basis, primarily driven by higher power and other services costs. The increase in power costs was primarily driven by higher energy prices during the three months ended June 30, 2026, compared to the same period in the prior year. The increase in other services costs was due to higher customer claims and travel expenses recognized during the three months ended June 30, 2026, compared to the same period in the prior year.
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| Three Months Ended June 30, | Change | ||||||||||||||||||||||||||||
| 2026 Actual | 2026 Constant Currency(1) | 2025 Actual | Actual | Constant Currency | |||||||||||||||||||||||||
| Number of non-same store warehouses | 12 | 25 | |||||||||||||||||||||||||||
| (Dollars and units in thousands, except per pallet data) | |||||||||||||||||||||||||||||
Non-same store revenues(2): | |||||||||||||||||||||||||||||
| Rent and storage | $ | 12,712 | $ | 12,595 | $ | 16,924 | n/r | n/r | |||||||||||||||||||||
| Warehouse services | 10,774 | 10,468 | 17,907 | n/r | n/r | ||||||||||||||||||||||||
| Total non-same store revenues | $ | 23,486 | $ | 23,063 | $ | 34,831 | n/r | n/r | |||||||||||||||||||||
Non-same store cost of operations(2): | |||||||||||||||||||||||||||||
| Power | 1,980 | 1,965 | 3,069 | n/r | n/r | ||||||||||||||||||||||||
| Other facilities costs | 3,682 | 3,614 | 5,716 | n/r | n/r | ||||||||||||||||||||||||
| Labor | 12,345 | 12,097 | 18,410 | n/r | n/r | ||||||||||||||||||||||||
| Other services costs | 1,959 | 1,947 | 5,854 | n/r | n/r | ||||||||||||||||||||||||
| Total non-same store cost of operations | $ | 19,966 | $ | 19,623 | $ | 33,049 | n/r | n/r | |||||||||||||||||||||
| Non-same store contribution (NOI) | $ | 3,520 | $ | 3,440 | $ | 1,782 | n/r | n/r | |||||||||||||||||||||
Non-same store rent and storage contribution (NOI) | $ | 7,050 | $ | 7,016 | $ | 8,139 | n/r | n/r | |||||||||||||||||||||
Non-same store services contribution (NOI) | $ | (3,530) | $ | (3,576) | $ | (6,357) | n/r | n/r | |||||||||||||||||||||
| Non-same store rent and storage metrics: | |||||||||||||||||||||||||||||
| Average economic occupied pallets | 115 | n/a | 224 | n/r | n/a | ||||||||||||||||||||||||
| Average physical occupied pallets | 94 | n/a | 177 | n/r | n/a | ||||||||||||||||||||||||
| Average physical pallet positions | 263 | n/a | 552 | n/r | n/a | ||||||||||||||||||||||||
| Economic occupancy percentage | 43.7 | % | n/a | 40.6 | % | n/r | n/a | ||||||||||||||||||||||
| Physical occupancy percentage | 35.7 | % | n/a | 32.1 | % | n/r | n/a | ||||||||||||||||||||||
| Non-same store rent and storage revenues per average economic occupied pallet | $ | 110.54 | $ | 109.52 | $ | 75.55 | n/r | n/r | |||||||||||||||||||||
| Non-same store rent and storage revenues per average physical occupied pallet | $ | 135.23 | $ | 133.99 | $ | 95.62 | n/r | n/r | |||||||||||||||||||||
| Non-same store services metrics: | |||||||||||||||||||||||||||||
| Throughput pallets | 244 | n/a | 385 | n/r | n/a | ||||||||||||||||||||||||
| Non-same store warehouse services revenues per throughput pallet | $ | 44.16 | $ | 42.90 | $ | 46.51 | n/r | n/r | |||||||||||||||||||||
(1)The adjustments from our U.S. GAAP operating results to calculate our operating results on a constant currency basis are the effect of changes in foreign currency exchange rates relative to the comparable prior period.
(2)Rent, storage, and warehouse services revenues do not include the financial results of certain warehouses that are classified as held for sale. Rent, storage, and warehouse services cost of operations do not include the financial results of certain warehouses that are considered held for sale, idle, or closed due to an intention to exit. The operational results for these sites are recognized within Transactions, strategic initiatives and other costs, net.
n/a - not applicable
n/r - not relevant
46
Transportation Segment
The following table presents the operating results of our Transportation segment for the three months ended June 30, 2026 and 2025.
| Three Months Ended June 30, | Change | ||||||||||||||||||||||||||||
| 2026 Actual | 2026 Constant Currency(1) | 2025 Actual | Actual | Constant Currency | |||||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||
Transportation services revenues | $ | 59,317 | $ | 57,674 | $ | 48,097 | 23.3 | % | 19.9 | % | |||||||||||||||||||
| Transportation services cost of operations | 48,365 | 46,918 | 39,355 | 22.9 | % | 19.2 | % | ||||||||||||||||||||||
| Transportation segment contribution (NOI) | $ | 10,952 | $ | 10,756 | $ | 8,742 | 25.3 | % | 23.0 | % | |||||||||||||||||||
| Transportation margin | 18.5 | % | 18.6 | % | 18.2 | % | 30 bps | 40 bps | |||||||||||||||||||||
(1)The adjustments from our U.S. GAAP operating results to calculate our operating results on a constant currency basis are the effect of changes in foreign currency exchange rates relative to the comparable prior period.
On a constant currency basis, Transportation services revenues increased $9.6 million, or 19.9%, as compared to the same period in the prior year. The increase was primarily due to overall higher volumes driven by increased customer expansion in North America and certain regions of Europe. In addition, transportation revenues in Asia‑Pacific increased as a result of a new business in Australia resulting in overall volume increases in the region.
On a constant currency basis, Transportation services cost of operations increased $7.6 million, or 19.2%, as compared to the same period in the prior year. The increase was due to the same factors contributing to the increase in revenues mentioned above.
Other Consolidated Operating Expenses
The following table presents consolidated operating expenses, excluding cost of operations, for the three months ended June 30, 2026 and 2025.
| Three Months Ended June 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Other consolidated operating expenses | (In thousands) | ||||||||||||||||||||||
| Depreciation and amortization | $ | 102,931 | $ | 90,462 | $ | 12,469 | 13.8 | % | |||||||||||||||
| Selling, general, and administrative | $ | 62,864 | $ | 66,907 | $ | (4,043) | (6.0) | % | |||||||||||||||
| Transactions, strategic initiatives and other costs, net | $ | 28,470 | $ | 23,226 | $ | 5,244 | 22.6 | % | |||||||||||||||
| Impairment of long-lived assets | $ | 309,572 | $ | 5,226 | $ | 304,346 | n/r | ||||||||||||||||
| Net gain from sale of real estate | $ | (3,316) | $ | (11,760) | $ | 8,444 | (71.8) | % | |||||||||||||||
Depreciation and amortization. Depreciation and amortization expense increased $12.5 million, or 13.8%, during the three months ended June 30, 2026 as compared to the same period in the prior year. This increase was substantially driven by the Company’s recently completed developments, expansions, and acquisitions, partially offset by sites that were sold, exited, or otherwise held for sale subsequent to June 30, 2025.
47
Selling, general, and administrative. During the three months ended June 30, 2026, corporate-level selling, general, and administrative expenses decreased $4.0 million, or 6.0%, compared to the same period in the prior year. This decrease was primarily driven by a decrease in labor and other personnel-related costs associated with overall costs reduction initiatives as well as a decrease in software related deferred costs amortization, partially offset by an increase in legal and professional fees.
Transactions, strategic initiatives and other costs, net. During the three months ended June 30, 2026, Transactions, strategic initiatives and other costs, net increased $5.2 million, or 22.6% compared to the same period in the prior year primarily related to incremental transaction related costs associated with the anticipated formation of the joint venture with EQT.
Impairment of long-lived assets. During the three months ended June 30, 2026, Impairment of long-lived assets increased $304.3 million, primarily associated with a mutual agreement with a customer to wind-down operations at the Company’s Plainville, CT and Lancaster, PA retail automated facilities.
Net gain from sale of real estate. During the three months ended June 30, 2026, the Company recorded a net gain from the sale of real estate of $3.3 million, primarily related to the strategic sale of a facility in the United States. During the three months ended June 30, 2025, the Company recorded a net gain from the sale of real estate of $11.8 million, related to the strategic sale of two facilities in the United States and one facility in Europe.
Other Income and Expense
The following table presents items of other income and expense for the three months ended June 30, 2026 and 2025.
| Three Months Ended June 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Interest expense | $ | 42,300 | $ | 38,245 | $ | 4,055 | 10.6 | % | |||||||||||||||
| Loss from investments in partially owned entities | $ | 520 | $ | 335 | $ | 185 | 55.2 | % | |||||||||||||||
| Other, net | $ | 6,928 | $ | 5,775 | $ | 1,153 | 20.0 | % | |||||||||||||||
Interest expense. Interest expense increased $4.1 million, or 10.6%, as compared to the three months ended June 30, 2025. This was primarily due to an increase in outstanding debt, most notably our 2025 Unsecured Term Loan fully drawn during December of 2025 as well as an increase in interest on the U.S. dollar denominated Revolver due to timing of draws outstanding, partially offset by a decrease in interest due to the repayment of the Private Series A Notes in January of 2026 and a decrease in interest on failed sale-leaseback facilities.
Other, net. Other, net was a benefit of $6.9 million for the three months ended June 30, 2026, as compared to a benefit of $5.8 million for the three months ended June 30, 2025. The benefit during the three months ended June 30, 2026 included a $5.9 million gain from the termination of interest rate swap agreements further described in Note 5 - Derivative Financial Instruments. The benefit during the three months ended June 30, 2025 included a $2.4 million gain from the sale of the SuperFrio joint venture.
48
Income Taxes
Income tax expense for the three months ended June 30, 2026 was $22.7 million, an increase of $19.5 million from an income tax expense of $3.2 million for the three months ended June 30, 2025. The increase is primarily related to changes in the blend of pre-tax book income and losses generated year over year by jurisdiction.
49
Comparison of Results for the Six Months Ended June 30, 2026 and 2025
Warehouse Segment
As of January 1, 2026, the Company's former Third-Party Managed reportable segment has been included in the Warehouse reportable segment. All prior period comparative financial information has been recast to reflect the revised segment structure.
The following table presents revenues, contribution (NOI), margins, and certain operating metrics for our global warehouse segment for the six months ended June 30, 2026 and 2025.
| Six Months Ended June 30, | Change | ||||||||||||||||||||||||||||
| 2026 Actual | 2026 Constant Currency(1) | 2025 Actual | Actual | Constant Currency | |||||||||||||||||||||||||
| (Dollars and units in thousands, except per pallet data) | |||||||||||||||||||||||||||||
Global Warehouse revenues(2): | |||||||||||||||||||||||||||||
| Rent and storage | $ | 499,720 | $ | 494,876 | $ | 511,311 | (2.3) | % | (3.2) | % | |||||||||||||||||||
Warehouse services(3) | 681,766 | 669,666 | 676,327 | 0.8 | % | (1.0) | % | ||||||||||||||||||||||
| Total revenues | $ | 1,181,486 | $ | 1,164,542 | $ | 1,187,638 | (0.5) | % | (1.9) | % | |||||||||||||||||||
Global Warehouse cost of operations(2)(3): | |||||||||||||||||||||||||||||
| Power | 71,937 | 71,099 | 67,255 | 7.0 | % | 5.7 | % | ||||||||||||||||||||||
Other facilities costs(4)(5) | 121,602 | 120,245 | 121,527 | 0.1 | % | (1.1) | % | ||||||||||||||||||||||
| Labor | 507,622 | 497,773 | 501,297 | 1.3 | % | (0.7) | % | ||||||||||||||||||||||
Other services costs(4)(6) | 91,884 | 91,119 | 96,051 | (4.3) | % | (5.1) | % | ||||||||||||||||||||||
| Total Warehouse segment cost of operations | $ | 793,045 | $ | 780,236 | $ | 786,130 | 0.9 | % | (0.7) | % | |||||||||||||||||||
| Global Warehouse contribution (NOI) | $ | 388,441 | $ | 384,306 | $ | 401,508 | (3.3) | % | (4.3) | % | |||||||||||||||||||
Rent and storage contribution (NOI) | $ | 306,181 | $ | 303,532 | $ | 322,529 | (5.1) | % | (5.9) | % | |||||||||||||||||||
Services contribution (NOI) | $ | 82,260 | $ | 80,774 | $ | 78,979 | 4.2 | % | 2.3 | % | |||||||||||||||||||
| Global Warehouse margin | 32.9 | % | 33.0 | % | 33.8 | % | -90 bps | -80 bps | |||||||||||||||||||||
Rent and storage margin | 61.3 | % | 61.3 | % | 63.1 | % | -180 bps | -180 bps | |||||||||||||||||||||
Warehouse services margin | 12.1 | % | 12.1 | % | 11.7 | % | 40 bps | 40 bps | |||||||||||||||||||||
| Global Warehouse rent and storage metrics: | |||||||||||||||||||||||||||||
| Average economic occupied pallets | 3,928 | n/a | 4,093 | (4.0) | % | n/a | |||||||||||||||||||||||
| Average physical occupied pallets | 3,428 | n/a | 3,477 | (1.4) | % | n/a | |||||||||||||||||||||||
| Average physical pallet positions | 5,160 | n/a | 5,512 | (6.4) | % | n/a | |||||||||||||||||||||||
| Economic occupancy percentage | 76.1 | % | n/a | 74.3 | % | 180 bps | n/a | ||||||||||||||||||||||
| Physical occupancy percentage | 66.4 | % | n/a | 63.1 | % | 330 bps | n/a | ||||||||||||||||||||||
| Total rent and storage revenues per average economic occupied pallet | $ | 127.22 | $ | 125.99 | $ | 124.92 | 1.8 | % | 0.9 | % | |||||||||||||||||||
| Total rent and storage revenues per average physical occupied pallet | $ | 145.78 | $ | 144.36 | $ | 147.06 | (0.9) | % | (1.8) | % | |||||||||||||||||||
| Global Warehouse services metrics: | |||||||||||||||||||||||||||||
Throughput pallets(3) | 17,668 | n/a | 18,027 | (2.0) | % | n/a | |||||||||||||||||||||||
| Total warehouse services revenues per throughput pallet | $ | 38.59 | $ | 37.90 | $ | 37.52 | 2.9 | % | 1.0 | % | |||||||||||||||||||
(1)The adjustments from our U.S. GAAP operating results to calculate our operating results on a constant currency basis are the effect of changes in foreign currency exchange rates relative to the comparable prior period.
(2)Rent, storage, and warehouse services revenues do not include the financial results of certain warehouses that are classified as held for sale. Rent, storage, and warehouse services cost of operations do not include the financial results of certain warehouses that are considered held for sale, idle, or closed due to an intention to exit. The operational results for these sites are recognized within Transactions, strategic initiatives and other costs, net. Refer to Note 3 - Transactions, Strategic Initiatives and Other Costs, Net for further details.
(3)Prior period Warehouse segment financial results and related metrics have been recast to include the Company’s former Third-Party Managed reportable segment. The former Third-Party Managed services revenues are now included within Warehouse services revenues.
(4)Certain immaterial prior period amounts have been reclassified to conform to the current period presentation.
(5)Includes real estate rent expense of $13.5 million and $13.9 million, on an actual basis, for the six months ended June 30, 2026 and 2025, respectively.
(6)Includes non-real estate rent expense (equipment lease and rentals) of $3.5 million and $4.9 million, on an actual basis, for the six months ended June 30, 2026 and 2025, respectively. Prior period non-real estate rent expense is recast for the inclusion of Third-Party Managed sites.
n/a - not applicable
50
On a constant currency basis, our Warehouse segment revenues decreased by $23.1 million, or 1.9%, during the six months ended June 30, 2026, compared to the same period in the prior year. This decrease was driven by a $23.6 million decrease in our non-same store pool, partially offset by a $0.5 million increase in our same store pool, both on a constant currency basis. Refer to the discussion in the same store section below for further details on the same store revenues increase. The decrease in revenues in the non-same store pool was primarily attributable to facilities exited, idled, or held for sale or sold subsequent to June 30, 2025, partially offset by incremental revenues associated with recently completed developments, expansions, and acquisitions.
On a constant currency basis, our Warehouse segment cost of operations decreased by $5.9 million, or 0.7%, during the six months ended June 30, 2026, compared to the same period in the prior year. This was primarily driven by a decrease of $19.7 million in our non-same store pool, partially offset by an increase of $13.8 million in our same store pool, both on a constant currency basis. The decrease in the non-same store pool was primarily related to the decision to close certain facilities in the non-same store portfolio, which resulted in lower operating expenses during the six months ended June 30, 2026 compared to the same period in the prior year.
On a constant currency basis, Warehouse segment NOI decreased 4.3% during the six months ended June 30, 2026, compared to the same period in the prior year. This was primarily due to a decrease in NOI in our same store pool of $13.3 million and a decrease in NOI in our non-same store pool of $3.9 million, both on a constant currency basis, due to the factors discussed above for non-same store and below related to the same store warehouse performance.
51
Same Store and Non-Same Store Results
As of January 1, 2026, the Company’s former Third-Party Managed reportable segment is included under the Warehouse reportable segment within the same store warehouse pool. All prior period comparative financial information has been recast to reflect the revised segment structure.
The following tables present revenues, contribution (NOI), margins, and certain operating metrics for our same store and non-same store for the six months ended June 30, 2026 and 2025.
| Six Months Ended June 30, | Change | ||||||||||||||||||||||||||||
| 2026 Actual | 2026 Constant Currency(1) | 2025 Actual | Actual | Constant Currency | |||||||||||||||||||||||||
| Number of same store warehouses | 212 | 212 | |||||||||||||||||||||||||||
| (Dollars and units in thousands, except per pallet data) | |||||||||||||||||||||||||||||
Same store revenues(2): | |||||||||||||||||||||||||||||
| Rent and storage | $ | 475,630 | $ | 470,976 | $ | 476,770 | (0.2) | % | (1.2) | % | |||||||||||||||||||
Warehouse services(3) | 661,651 | 650,094 | 643,769 | 2.8 | % | 1.0 | % | ||||||||||||||||||||||
| Total same store revenues | $ | 1,137,281 | $ | 1,121,070 | $ | 1,120,539 | 1.5 | % | — | % | |||||||||||||||||||
Same store cost of operations(2)(3): | |||||||||||||||||||||||||||||
| Power | 67,875 | 67,077 | 61,736 | 9.9 | % | 8.7 | % | ||||||||||||||||||||||
Other facilities costs(4) | 113,627 | 112,422 | 112,450 | 1.0 | % | — | % | ||||||||||||||||||||||
| Labor | 482,265 | 472,830 | 467,389 | 3.2 | % | 1.2 | % | ||||||||||||||||||||||
Other services costs(4) | 87,997 | 87,259 | 84,188 | 4.5 | % | 3.6 | % | ||||||||||||||||||||||
| Total same store cost of operations | $ | 751,764 | $ | 739,588 | $ | 725,763 | 3.6 | % | 1.9 | % | |||||||||||||||||||
| Same store contribution (NOI) | $ | 385,517 | $ | 381,482 | $ | 394,776 | (2.3) | % | (3.4) | % | |||||||||||||||||||
Same store rent and storage contribution (NOI) | $ | 294,128 | $ | 291,477 | $ | 302,584 | (2.8) | % | (3.7) | % | |||||||||||||||||||
Same store services contribution (NOI) | $ | 91,389 | $ | 90,005 | $ | 92,192 | (0.9) | % | (2.4) | % | |||||||||||||||||||
| Same store margin | 33.9 | % | 34.0 | % | 35.2 | % | -130 bps | -120 bps | |||||||||||||||||||||
Same store rent and storage margin | 61.8 | % | 61.9 | % | 63.5 | % | -170 bps | -160 bps | |||||||||||||||||||||
Same store services margin | 13.8 | % | 13.8 | % | 14.3 | % | -50 bps | -50 bps | |||||||||||||||||||||
| Same store rent and storage metrics: | |||||||||||||||||||||||||||||
| Average economic occupied pallets | 3,820 | n/a | 3,864 | (1.1) | % | n/a | |||||||||||||||||||||||
| Average physical occupied pallets | 3,339 | n/a | 3,296 | 1.3 | % | n/a | |||||||||||||||||||||||
| Average physical pallet positions | 4,906 | n/a | 4,955 | (1.0) | % | n/a | |||||||||||||||||||||||
| Economic occupancy percentage | 77.9 | % | n/a | 78.0 | % | -10 bps | n/a | ||||||||||||||||||||||
| Physical occupancy percentage | 68.1 | % | n/a | 66.5 | % | 160 bps | n/a | ||||||||||||||||||||||
| Same store rent and storage revenues per average economic occupied pallet | $ | 124.51 | $ | 123.29 | $ | 123.39 | 0.9 | % | (0.1) | % | |||||||||||||||||||
| Same store rent and storage revenues per average physical occupied pallet | $ | 142.45 | $ | 141.05 | $ | 144.65 | (1.5) | % | (2.5) | % | |||||||||||||||||||
| Same store services metrics: | |||||||||||||||||||||||||||||
Throughput pallets(3) | 17,183 | n/a | 17,230 | (0.3) | % | n/a | |||||||||||||||||||||||
| Same store warehouse services revenues per throughput pallet | $ | 38.51 | $ | 37.83 | $ | 37.36 | 3.1 | % | 1.3 | % | |||||||||||||||||||
(1)The adjustments from our U.S. GAAP operating results to calculate our operating results on a constant currency basis are the effect of changes in foreign currency exchange rates relative to the comparable prior period.
(2)Rent, storage, and warehouse services revenues do not include the financial results of warehouses that are classified as held for sale. Rent, storage, and warehouse services cost of operations do not include the financial results of warehouses that are considered held for sale, idle, or closed due to an intention to exit. The operational results for these sites are recognized within Transactions, strategic initiatives and other costs, net.
(3)Prior period Warehouse segment financial results and related metrics have been recast to include the Company’s former Third-Party Managed reportable segment. The former Third-Party Managed services revenues are now included within Warehouse services revenues.
(4)Certain immaterial prior period amounts have been reclassified to conform to the current period presentation.
n/a - not applicable
52
Same store rent and storage revenues decreased by $5.8 million, on a constant currency basis, primarily due to a 1.1% decrease in average economic occupied pallets associated with the overall decline in fixed commitment storage contracts during the six months ended June 30, 2026 compared to the same period in the prior year. This decrease includes a 1.3% increase in average physical occupied pallets, the benefit of which was offset by a 2.5% decrease in rent and storage revenues per average physical occupied pallet due to the unfavorable mix of products stored during the period.
Same store services revenues increased by $6.3 million on a constant currency basis, primarily due to general rate increases during the period. Specifically, our constant currency same store services revenues per throughput pallet increased 1.3% during the six months ended June 30, 2026, compared to the same period in the prior year. This was partially offset by a decrease in throughput of 0.3%.
Same store costs of operations increased by $13.8 million on a constant currency basis, primarily driven by higher power and labor costs during the period. The increase in power costs was mainly driven by higher energy prices during the six months ended June 30, 2026, compared to the same period in the prior year. The increase in labor was due to higher contract labor costs during the six months ended June 30, 2026, compared to the same period in the prior year.
53
| Six Months Ended June 30, | Change | ||||||||||||||||||||||||||||
| 2026 Actual | 2026 Constant Currency(1) | 2025 Actual | Actual | Constant Currency | |||||||||||||||||||||||||
| Number of non-same store warehouses | 12 | 25 | |||||||||||||||||||||||||||
| (Dollars and units in thousands, except per pallet data) | |||||||||||||||||||||||||||||
Non-same store revenues(2): | |||||||||||||||||||||||||||||
| Rent and storage | $ | 24,090 | $ | 23,900 | $ | 34,541 | n/r | n/r | |||||||||||||||||||||
| Warehouse services | 20,115 | 19,572 | 32,558 | n/r | n/r | ||||||||||||||||||||||||
| Total non-same store revenues | $ | 44,205 | $ | 43,472 | $ | 67,099 | n/r | n/r | |||||||||||||||||||||
Non-same store cost of operations(2): | |||||||||||||||||||||||||||||
| Power | 4,062 | 4,022 | 5,519 | n/r | n/r | ||||||||||||||||||||||||
| Other facilities costs | 7,975 | 7,823 | 9,077 | n/r | n/r | ||||||||||||||||||||||||
| Labor | 25,357 | 24,943 | 33,908 | n/r | n/r | ||||||||||||||||||||||||
| Other services costs | 3,887 | 3,860 | 11,863 | n/r | n/r | ||||||||||||||||||||||||
| Total non-same store cost of operations | $ | 41,281 | $ | 40,648 | $ | 60,367 | n/r | n/r | |||||||||||||||||||||
| Non-same store contribution (NOI) | $ | 2,924 | $ | 2,824 | $ | 6,732 | n/r | n/r | |||||||||||||||||||||
Non-same store rent and storage contribution (NOI) | $ | 12,053 | $ | 12,055 | $ | 19,945 | n/r | n/r | |||||||||||||||||||||
Non-same store services contribution (NOI) | $ | (9,129) | $ | (9,231) | $ | (13,213) | n/r | n/r | |||||||||||||||||||||
| Non-same store rent and storage metrics: | |||||||||||||||||||||||||||||
| Average economic occupied pallets | 108 | n/a | 229 | n/r | n/a | ||||||||||||||||||||||||
| Average physical occupied pallets | 89 | n/a | 181 | n/r | n/a | ||||||||||||||||||||||||
| Average physical pallet positions | 254 | n/a | 557 | n/r | n/a | ||||||||||||||||||||||||
| Economic occupancy percentage | 42.5 | % | n/a | 41.1 | % | n/r | n/a | ||||||||||||||||||||||
| Physical occupancy percentage | 35.0 | % | n/a | 32.5 | % | n/r | n/a | ||||||||||||||||||||||
| Non-same store rent and storage revenues per average economic occupied pallet | $ | 223.06 | $ | 221.30 | $ | 150.83 | n/r | n/r | |||||||||||||||||||||
| Non-same store rent and storage revenues per average physical occupied pallet | $ | 270.67 | $ | 268.54 | $ | 190.83 | n/r | n/r | |||||||||||||||||||||
| Non-same store services metrics: | |||||||||||||||||||||||||||||
| Throughput pallets | 485 | n/a | 797 | n/r | n/a | ||||||||||||||||||||||||
| Non-same store warehouse services revenues per throughput pallet | $ | 41.47 | $ | 40.35 | $ | 40.85 | n/r | n/r | |||||||||||||||||||||
(1)The adjustments from our U.S. GAAP operating results to calculate our operating results on a constant currency basis are the effect of changes in foreign currency exchange rates relative to the comparable prior period.
(2)Rent, storage, and warehouse services revenues do not include the financial results of certain warehouses that are classified as held for sale. Rent, storage, and warehouse services cost of operations do not include the financial results of certain warehouses that are considered held for sale, idle, or closed due to an intention to exit. The operational results for these sites are recognized within Transactions, strategic initiatives and other costs, net.
n/a - not applicable
n/r - not relevant
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Transportation Segment
The following table presents the operating results of our Transportation segment for the six months ended June 30, 2026 and 2025.
| Six Months Ended June 30, | Change | ||||||||||||||||||||||||||||
| 2026 Actual | 2026 Constant Currency(1) | 2025 Actual | Actual | Constant Currency | |||||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||
Transportation services revenues | $ | 111,274 | $ | 107,465 | $ | 92,090 | 20.8 | % | 16.7 | % | |||||||||||||||||||
| Transportation services cost of operations | 91,519 | 88,188 | 76,094 | 20.3 | % | 15.9 | % | ||||||||||||||||||||||
| Transportation segment contribution (NOI) | $ | 19,755 | $ | 19,277 | $ | 15,996 | 23.5 | % | 20.5 | % | |||||||||||||||||||
| Transportation margin | 17.8 | % | 17.9 | % | 17.4 | % | 40 bps | 50 bps | |||||||||||||||||||||
(1)The adjustments from our U.S. GAAP operating results to calculate our operating results on a constant currency basis are the effect of changes in foreign currency exchange rates relative to the comparable prior period.
On a constant currency basis, transportation revenues increased $15.4 million, or 16.7%, as compared to the same period in the prior year. The increase was primarily due to overall higher volumes driven by increased customer expansion in North America and certain regions of Europe. In addition, transportation revenues in Asia‑Pacific increased as a result of a new business in Australia resulting in overall volume increases in the region.
On a constant currency basis, transportation cost of operations increased $12.1 million, or 15.9%, as compared to the same period in the prior year. The increase was due to the same factors contributing to the increase in revenues mentioned above for North America, Europe, and Asia-Pacific.
Other Consolidated Operating Expenses
The following table presents consolidated operating expenses, excluding cost of operations, for the six months ended June 30, 2026 and 2025.
| Six Months Ended June 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
Other consolidated operating expenses | (In thousands) | ||||||||||||||||||||||
| Depreciation and amortization | $ | 194,591 | $ | 179,444 | $ | 15,147 | 8.4 | % | |||||||||||||||
| Selling, general, and administrative | $ | 134,183 | $ | 136,142 | $ | (1,959) | (1.4) | % | |||||||||||||||
| Transactions, strategic initiatives and other costs, net | $ | 48,915 | $ | 48,640 | $ | 275 | 0.6 | % | |||||||||||||||
| Impairment of long-lived assets | $ | 309,572 | $ | 5,226 | $ | 304,346 | n/r | ||||||||||||||||
| Net gain from sale of real estate | $ | (5,521) | $ | (11,760) | $ | 6,239 | (53.1) | % | |||||||||||||||
n/r - not relevant
Depreciation and amortization. Depreciation and amortization expense increased $15.1 million, or 8.4%, during the six months ended June 30, 2026 as compared to the same period in the prior year. This increase was substantially driven by the Company’s recently completed developments, expansions, and acquisitions, partially offset by sites that were sold, exited, or otherwise held for sale subsequent to June 30, 2025.
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Selling, general, and administrative. During the six months ended June 30, 2026, corporate-level selling, general and administrative expenses decreased $2.0 million, or 1.4%, compared to the same period in the prior year. This decrease was primarily driven by a decrease in labor and other personnel-related costs associated with overall cost reduction initiatives as well as a decrease in software related deferred costs amortization, partially offset by an increase in legal and professional fees.
Transactions, strategic initiatives and other costs, net. Corporate-level transactions, strategic initiatives and other costs remained relatively consistent during the six months ended June 30, 2026 compared to the same period in the prior year. Activity included a decline in non-capitalizable Project Orion related costs offset by increased severance expense associated with overall cost reduction initiatives and increased transaction related costs associated with the anticipated formation of the joint venture with EQT.
Impairment of long-lived assets. During the six months ended June 30, 2026, Impairment of long-lived assets increased $304.3 million, primarily associated with a mutual agreement with a customer to wind-down operations at the Company’s Plainville, CT and Lancaster, PA retail automated facilities.
Net gain from sale of real estate. During the six months ended June 30, 2026, the Company recorded a net gain from the sale of real estate of $5.5 million primarily related to the strategic sale of two facilities in the United States. During the six months ended June 30, 2025, the Company recorded a net gain from the sale of real estate of $11.8 million related to the strategic sale of two facilities in the United States and one facility in Europe.
Other Income and Expense
The following table presents items of other income and expense for the six months ended June 30, 2026 and 2025.
| Six Months Ended June 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Interest expense | $ | 83,819 | $ | 74,362 | $ | 9,457 | 12.7 | % | |||||||||||||||
| Loss from investments in partially owned entities | $ | 932 | $ | 1,698 | $ | (766) | (45.1) | % | |||||||||||||||
| Other, net | $ | 14,311 | $ | 7,071 | $ | 7,240 | n/r | ||||||||||||||||
n/r - not relevant
Interest expense. Interest expense increased $9.5 million, or 12.7%, compared to the six months ended June 30, 2025. This was primarily due to an overall increase in outstanding debt, most notably the issuance of our Public 5.600% Notes during April of 2025, our 2025 Unsecured Term Loan fully drawn during December of 2025, and an increase in interest on the U.S. dollar denominated Revolver due to timing of draws outstanding, partially offset by a decrease in interest due to the repayment of the Private Series A Notes in January of 2026 and a decrease in interest on failed sale-leaseback facilities.
Loss from investments in partially owned entities. Loss from investments in partially owned entities decreased $0.8 million compared to the six months ended June 30, 2025 due to the Company’s sale of its equity interest in the SuperFrio joint venture in April 2025, partially offset by an increase in the Company’s share of net losses from the RSA joint venture.
Other, net. Other, net was a benefit of $14.3 million for the six months ended June 30, 2026, as compared to a benefit of $7.1 million for the six months ended June 30, 2025. The benefit during the six months ended June 30, 2026 included a $5.9 million gain from the termination of interest rate swap agreements further described in Note
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5 - Derivative Financial Instruments and a $5.2 million foreign currency remeasurement gain from the repayment of the Company’s A$153.5 million intercompany loan on January 28, 2026. The benefit during the six months ended June 30, 2025 included a $2.4 million gain from the sale of the SuperFrio joint venture.
Income Taxes
Income tax expense for the six months ended June 30, 2026 was $16.2 million, compared to an income tax expense of $5.7 million for the six months ended June 30, 2025. The increase in income tax expense is primarily related to changes in the blend of pre-tax book income and losses generated year over year by jurisdiction, as well as the impact of a valuation allowance established in the U.S.
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Non-GAAP Financial Measures
We use the following non-GAAP financial measures as supplemental performance measures of our business: NAREIT FFO, Core FFO, Adjusted FFO, NAREIT EBITDAre, and Core EBITDA and certain other non-GAAP financial measures described elsewhere in this Quarterly Report on Form 10-Q.
We calculate NAREIT funds from operations, or NAREIT FFO, in accordance with the standards established by the Board of Governors of the National Association of Real Estate Investment Trusts, or NAREIT. NAREIT defines FFO as net income or loss determined in accordance with U.S. GAAP, excluding gains or losses from sales of previously depreciated operating real estate and real estate related assets, plus specified non-cash items, such as real estate asset depreciation and amortization, impairment charges on real estate related assets, and our share of reconciling items for partially owned entities. We believe that NAREIT FFO is helpful to investors as a supplemental performance measure because it excludes the effect of real estate related depreciation, amortization and gains or losses from sales of real estate or real estate related assets, all of which are based on historical costs, which implicitly assumes that the value of real estate diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, NAREIT FFO can facilitate comparisons of operating performance between periods and among other equity REITs.
We calculate core funds from operations, or Core FFO, as NAREIT FFO adjusted for the effects of extraordinary items as defined under U.S. GAAP including Net loss (gain) on sale of non-real estate related assets; Transactions, strategic initiatives and other costs, net; Impairment of long-lived assets (excluding certain real estate related assets); Gain on termination of derivative instruments; Foreign currency exchange loss (gain); Project Orion deferred costs amortization; Our share of reconciling items related to partially owned entities; and Gain from sale of partially owned entity. We believe that Core FFO is helpful to investors as a supplemental performance measure because it excludes the effects of certain items which can create significant earnings volatility, but which do not directly relate to our core business operations. We believe Core FFO can facilitate comparisons of operating performance between periods, while also providing a more meaningful predictor of future earnings potential.
However, because NAREIT FFO and Core FFO add back real estate depreciation and amortization and do not capture the level of maintenance capital expenditures necessary to maintain the operating performance of our properties, both of which have material economic impacts on our results from operations, we believe the utility of NAREIT FFO and Core FFO measures of our performance may be limited.
We calculate adjusted funds from operations, or Adjusted FFO, as Core FFO adjusted for the effects of Amortization of deferred financing costs and pension withdrawal liability; Amortization of below/above market leases; Straight-line rent adjustment; Deferred income tax expense; Stock-based compensation expense; Non-real estate related depreciation and amortization; Maintenance capital expenditures; and Our share of reconciling items related to partially owned entities. We believe that Adjusted FFO is helpful to investors as a meaningful supplemental comparative performance measure of our ability to make incremental capital investments in our business and to assess our ability to fund distribution requirements from our operating activities.
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NAREIT FFO, Core FFO and Adjusted FFO are used by management, investors and industry analysts as supplemental measures of operating performance of equity REITs. NAREIT FFO, Core FFO and Adjusted FFO should be evaluated along with U.S. GAAP Net (loss) income and Net (loss) income per common share - diluted (the most directly comparable U.S. GAAP measures) in evaluating our operating performance. NAREIT FFO, Core FFO and Adjusted FFO do not represent net income or cash flows from operating activities in accordance with U.S. GAAP and are not indicative of our results of operations or cash flows from operating activities as disclosed in our Condensed Consolidated Statements of Operations (Unaudited) and Condensed Consolidated Statements of Cash Flows (Unaudited) included in our quarterly and annual reports. NAREIT FFO, Core FFO and Adjusted FFO should be considered as supplements, but not alternatives, to our Net (loss) income or Net cash provided by operating activities as indicators of our operating performance. Moreover, other REITs may not calculate FFO in accordance with the NAREIT definition or may interpret the NAREIT definition differently than we do. Accordingly, our NAREIT FFO may not be comparable to FFO as calculated by other REITs. In addition, there is no industry definition of Core FFO or Adjusted FFO and, as a result, other REITs may also calculate Core FFO or Adjusted FFO, or other similarly-captioned metrics, in a manner different than we do. We reconcile NAREIT FFO, Core FFO and Adjusted FFO to Net (loss) income, which is the most directly comparable financial measure calculated in accordance with U.S. GAAP.
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Reconciliation of Net (Loss) Income to NAREIT FFO, Core FFO, and Adjusted FFO | |||||||||||||||||
| (In thousands) | |||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||
Net (loss) income(1) | $ | (346,460) | $ | 1,550 | $ | (360,152) | $ | (14,923) | |||||||||
| Adjustments: | |||||||||||||||||
| Real estate related depreciation | 64,492 | 55,292 | 120,753 | 110,891 | |||||||||||||
| Net gain from sale of real estate | (3,316) | (11,760) | (5,521) | (11,760) | |||||||||||||
| Net (gain) loss on real estate related asset disposals | — | — | (5) | 1 | |||||||||||||
| Impairment charges on certain real estate related assets | 309,004 | 3,739 | 309,004 | 3,739 | |||||||||||||
| Our share of reconciling items related to partially owned entities | 260 | 279 | 507 | 494 | |||||||||||||
| NAREIT FFO | $ | 23,980 | $ | 49,100 | $ | 64,586 | $ | 88,442 | |||||||||
| Adjustments: | |||||||||||||||||
| Net loss (gain) on sale of non-real estate related assets | 515 | (163) | 274 | (29) | |||||||||||||
| Transactions, strategic initiatives and other costs, net | 28,470 | 23,226 | 48,915 | 48,640 | |||||||||||||
| Impairment of long-lived assets (excluding certain real estate related assets) | 568 | 1,487 | 568 | 1,487 | |||||||||||||
| Gain on termination of derivative instruments | (5,857) | — | (5,857) | — | |||||||||||||
| Foreign currency exchange loss (gain) | 78 | (192) | (4,608) | 29 | |||||||||||||
| Project Orion deferred costs amortization | 2,607 | 4,762 | 5,189 | 6,871 | |||||||||||||
| Our share of reconciling items related to partially owned entities | — | 27 | — | 145 | |||||||||||||
| Gain from sale of partially owned entity | — | (2,420) | — | (2,420) | |||||||||||||
| Core FFO | $ | 50,361 | $ | 75,827 | $ | 109,067 | $ | 143,165 | |||||||||
| Adjustments: | |||||||||||||||||
| Amortization of deferred financing costs and pension withdrawal liability | 1,606 | 1,523 | 3,138 | 2,923 | |||||||||||||
| Amortization of below/above market leases | 296 | 363 | 661 | 714 | |||||||||||||
| Straight-line rent adjustment | 835 | 77 | 1,137 | 161 | |||||||||||||
| Deferred income tax expense | 21,218 | 1,245 | 11,712 | 1,818 | |||||||||||||
Stock-based compensation expense(2) | 4,983 | 6,594 | 12,577 | 13,853 | |||||||||||||
| Non-real estate related depreciation and amortization | 38,439 | 35,170 | 73,838 | 68,553 | |||||||||||||
Maintenance capital expenditures(3) | (15,818) | (17,283) | (28,322) | (32,082) | |||||||||||||
| Our share of reconciling items related to partially owned entities | 30 | 71 | 63 | 208 | |||||||||||||
| Adjusted FFO | $ | 101,950 | $ | 103,587 | $ | 183,871 | $ | 199,313 | |||||||||
(1)Net (loss) income used in the calculation of the Adjusted FFO reconciliation represents Net (loss) income before adjustment for Net (loss) income attributable to noncontrolling interests.
(2)Stock-based compensation expense excludes any non-routine stock compensation expense associated with certain employee awards, which are recognized within Transactions, strategic initiatives and other costs, net.
(3)Maintenance capital expenditures include capital expenditures made to extend the life of, and provide future economic benefit from, our existing temperature-controlled warehouse network and its existing supporting personal property and information technology.
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We calculate NAREIT EBITDA for Real Estate, or NAREIT EBITDAre, in accordance with the standards established by the Board of Governors of NAREIT, defined as, Net (loss) income before Depreciation and amortization; Interest expense; Income tax expense; Net gain from sale of real estate; and Adjustment to reflect share of EBITDAre of partially owned entities. NAREIT EBITDAre is a measure commonly used in our industry, and we present NAREIT EBITDAre to enhance investor understanding of our operating performance. We believe that NAREIT 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.
We also calculate our Core EBITDA as NAREIT EBITDAre further adjusted for Transactions, strategic initiatives and other costs, net; Loss from investments in partially owned entities; Impairment of long-lived assets; Foreign currency exchange loss (gain); Stock-based compensation expense; Gain on termination of derivative instruments; Net (gain) loss on real estate related asset disposals; Net loss (gain) on sale of non-real estate related assets; Project Orion deferred costs amortization; Reduction in EBITDAre from partially owned entities and Gain from sale of partially owned entity. We believe that the presentation of Core 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 NAREIT EBITDAre but which we do not believe are indicative of our core business operations. NAREIT EBITDAre and Core EBITDA are not measurements of financial performance or liquidity under U.S. GAAP, and our NAREIT EBITDAre and Core EBITDA may not be comparable to similarly titled measures of other companies. You should not consider our NAREIT EBITDAre and Core EBITDA as alternatives to Net (loss) income or Net cash provided by operating activities determined in accordance with U.S. GAAP. Our calculations of NAREIT EBITDAre and Core EBITDA have limitations as analytical tools, including:
•these measures do not reflect our historical or future cash requirements for maintenance capital expenditures or growth and expansion capital expenditures;
•these measures do not reflect changes in, or cash requirements for, our working capital needs;
•these measures do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our indebtedness;
•these measures do not reflect our tax expense or the cash requirements to pay our taxes; and
•although depreciation and amortization are non-cash charges, the assets being depreciated will often have to be replaced in the future and these measures do not reflect any cash requirements for such replacements.
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Reconciliation of Net (Loss) Income to NAREIT EBITDAre and Core EBITDA | |||||||||||||||||
| (In thousands) | |||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||
Net (loss) income(1) | $ | (346,460) | $ | 1,550 | $ | (360,152) | $ | (14,923) | |||||||||
| Adjustments: | |||||||||||||||||
| Depreciation and amortization | 102,931 | 90,462 | 194,591 | 179,444 | |||||||||||||
| Interest expense | 42,300 | 38,245 | 83,819 | 74,362 | |||||||||||||
| Income tax expense | 22,734 | 3,240 | 16,168 | 5,746 | |||||||||||||
| Net gain from sale of real estate | (3,316) | (11,760) | (5,521) | (11,760) | |||||||||||||
| Adjustment to reflect share of EBITDAre of partially owned entities | 616 | 976 | 1,235 | 2,492 | |||||||||||||
| NAREIT EBITDAre | $ | (181,195) | $ | 122,713 | $ | (69,860) | $ | 235,361 | |||||||||
| Adjustments: | |||||||||||||||||
| Transactions, strategic initiatives and other costs, net | 28,470 | 23,226 | 48,915 | 48,640 | |||||||||||||
| Loss from investments in partially owned entities | 520 | 335 | 932 | 1,698 | |||||||||||||
| Impairment of long-lived assets | 309,572 | 5,226 | 309,572 | 5,226 | |||||||||||||
| Foreign currency exchange loss (gain) | 78 | (192) | (4,608) | 29 | |||||||||||||
Stock-based compensation expense(2) | 4,983 | 6,594 | 12,577 | 13,853 | |||||||||||||
| Gain on termination of derivative instruments | (5,857) | — | (5,857) | — | |||||||||||||
| Net (gain) loss on real estate related asset disposals | — | — | (5) | 1 | |||||||||||||
| Net loss (gain) on sale of non-real estate related assets | 515 | (163) | 274 | (29) | |||||||||||||
| Project Orion deferred costs amortization | 2,607 | 4,762 | 5,189 | 6,871 | |||||||||||||
| Reduction in EBITDAre from partially owned entities | (616) | (976) | (1,235) | (2,492) | |||||||||||||
| Gain from sale of partially owned entity | — | (2,420) | — | (2,420) | |||||||||||||
| Core EBITDA | $ | 159,077 | $ | 159,105 | $ | 295,894 | $ | 306,738 | |||||||||
(1)Net (loss) income used in the calculation of the Core EBITDA reconciliation represents Net (loss) income before adjustment for Net (loss) income attributable to noncontrolling interests.
(2)Stock-based compensation expense excludes any non-routine stock compensation expense associated with certain employee awards, which are recognized within Transactions, strategic initiatives and other costs, net.
LIQUIDITY AND CAPITAL RESOURCES
We currently expect that our principal sources of funding for working capital, facility acquisitions, business combinations, expansions, maintenance and renovation of our properties, development projects, debt service and distributions to our stockholders will include:
•current cash balances;
•cash flows from operations;
•our Senior Unsecured Revolving Credit Facility;
•public debt offerings; and
•other forms of debt financings and equity offerings, including capital raises through joint ventures.
We expect that our funding sources as noted above are adequate and will continue to be adequate to meet our short and long-term liquidity requirements and capital commitments. These liquidity requirements and capital commitments include:
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•operating activities and overall working capital;
•capital expenditures;
•capital contributions and investments in joint ventures;
•debt service obligations;
•quarterly stockholder distributions; and
•future development, expansion, and acquisition related activities.
Public Debt Offerings
On April 3, 2025, we completed an underwritten public offering of $400.0 million aggregate principal amount of the Operating Partnership’s 5.600% senior unsecured notes (the “Public 5.600% Notes”) due May 15, 2032. The Public 5.600% Notes are fully and unconditionally guaranteed, jointly and severally, by each of the Company, Americold Realty Operations, and certain subsidiaries of the Operating Partnership. Further details of this offering are described in Note 9 - Debt to the Notes to the Consolidated Financial Statements in our 2025 Annual Report on Form 10-K. The Public 5.600% Notes bear interest at a rate of 5.600% per year, and interest is payable semi-annually on May 15 and November 15 of each year, with the first payment occurring on November 15, 2025. The proceeds from the issuance of the Public 5.600% Notes were used to repay a portion of borrowings previously outstanding.
Senior Unsecured Credit Facility Amendment
In June of 2026, the Company entered into an Amended and Restated Syndicated Facility Agreement (“Senior Unsecured Credit Facility”) that amended and restated the prior agreement dated August 23, 2022. The amendment increased the Term Loan A-2 tranche by C$100 million, added a new A$230 million AUD Term Loan Facility, extended the maturity dates associated with certain borrowings within the facility, and modified the pricing grid applicable to certain borrowings. Outstanding borrowings continue to bear interest at variable rates based on SOFR or the applicable alternative currency benchmark rate plus an applicable margin determined by the Company's debt ratings.
The Senior Unsecured Term Loan consists of various tranches. Tranche A-1 consists of a $375 million USD term loan. Pursuant to the Amended and Restated Syndicated Facility Agreement, the terms of the agreement include an option for four three-month extensions past the previously extended contractual maturity date in August 2026.
Tranche A-2 consists of a C$350 million term loan, an increase from the previous amount of C$250 million. Pursuant to the Amended and Restated Syndicated Facility Agreement, the maturity date was extended to June 2031 from the previous maturity date of January 2028, and does not have any extension options. The C$100 million increase was fully borrowed in June of 2026 and the proceeds were used to repay a portion of loans drawn under the Senior Unsecured Revolving Credit Facility.
Tranche A-3 consists of a $270 million USD term loan delayed draw facility, which matures in January 2028 and does not have any extension options.
The 2025 Unsecured Term Loan is comprised of a $250 million USD term loan delayed draw facility. The 2025 Unsecured Term Loan originally included an option for one six-month extension past the initial contractual maturity date in June 2026. In May 2026, the Company entered into an amendment to replace the original six-month extension option with two three-month extension options past the initial contractual maturity date in June 2026. In May 2026, the Company exercised the first three-month extension, which extended the maturity date to September 2026. Subsequently, in June 2026, the Company entered into the Amended and Restated Syndicated Facility Agreement which allows for two additional three-month extension options past the amended contractual
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maturity date in September 2026.
The Amended and Restated Syndicated Facility Agreement provided for a A$230 million AUD Term Loan Facility with a maturity date of June 2031 and no extension options. The AUD Term Loan Facility bears interest at a rate of BBSW + 0.90% and interest is payable monthly with the first payment occurring on July 31, 2026. The AUD Term Loan Facility was fully borrowed in June of 2026 and the proceeds were used to repay a portion of loans drawn under the Senior Unsecured Revolving Credit Facility.
The Senior Unsecured Revolving Credit Facility is comprised of a $575 million U.S. dollar component and a $575 million U.S. dollar equivalent, multi-currency component. Pursuant to the Amended and Restated Syndicated Facility Agreement, the maturity date was extended to June 2030 from the previous maturity date of August 2026; however, the Company has the option to extend the maturity up to two times, each for a six-month period.
In connection with the Amended and Restated Syndicated Facility Agreement, the Company incurred approximately $11.1 million of debt issuance costs, of which $2.7 million was recorded within “Senior unsecured notes and term loans - net of deferred financing costs” in the accompanying Condensed Consolidated Balance Sheets, and $8.4 million related to the Revolving Credit Facility was recorded within “Other assets” in the accompanying Condensed Consolidated Balance Sheets.
Derivative Termination
During the three months ended June 30, 2026, the Company de-designated and subsequently terminated interest rate swap agreements with notional amounts of $200 million, $175 million, and $270 million due to a change in the facts and circumstances associated with the forecasted transactions. Upon termination, the Company received cash proceeds of $6.4 million. As a result, the Company recognized a gain of $5.9 million in “Other, net” on the accompanying Condensed Consolidated Statements of Operations. The gain includes changes in the fair value of the swaps between the de-designation and termination dates of $2.0 million, as well as the reclassification of amounts previously recorded in Accumulated other comprehensive loss (“AOCI”) related to the forecasted transactions that are no longer probable of occurring of $3.9 million. The remaining AOCI balance associated with these hedges is immaterial and will continue to be reclassified into “Interest expense” on the accompanying Condensed Consolidated Statements of Operations through the expected repayment date of the related debt.
Joint Venture Transactions
During the three months ended June 30, 2026 the RSA joint venture repaid its outstanding loan balance of $23.4 million. Cash proceeds from the repayment were included in Net cash used in investing activities in the Condensed Consolidated Statements of Cash Flows.
Security Interests in Customers’ Products
By operation of law and in accordance with our customer contracts (other than leases), we typically receive warehouseman’s liens on products held in our warehouses to secure customer payments. Such liens permit us to take control of the products and sell them to third parties in order to recover any monies receivable on a delinquent account, but such products may be perishable or otherwise not available to us for re-sale. Historically, in instances where we have warehouseman’s liens and our customer sought bankruptcy protection, we have been successful in receiving “critical vendor” status, which has allowed us to fully collect on our accounts receivable during the pendency of the bankruptcy proceeding.
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Our bad debt expense was $1.3 million and $1.2 million for the three months ended June 30, 2026 and 2025, and $2.3 million and $1.3 million for the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026 and December 31, 2025, we maintained bad debt allowances of approximately $16.3 million and $16.4 million, respectively, which we believe to be adequate.
Dividends and Distributions
We are required to distribute 90% of our taxable income (excluding capital gains) on an annual basis in order to continue to qualify as a REIT for federal income tax purposes. Accordingly, we intend to make, but are not contractually bound to make, regular quarterly distributions to stockholders from cash flows from our operating activities. While historically we have satisfied this distribution requirement by making cash distributions to our stockholders, we may choose to satisfy this requirement by making distributions of cash or other property. All such distributions are at the discretion of our Board of Directors. We consider market factors and our performance in addition to REIT requirements in determining distribution levels. We have distributed at least 100% of our taxable income annually since inception to minimize corporate-level federal income taxes. Amounts accumulated for distribution to stockholders are invested primarily in interest-bearing accounts, which are consistent with our intention to maintain our status as a REIT.
As a result of this distribution requirement, we cannot rely on retained earnings to fund our ongoing operations to the same extent that other companies which are not REITs can. We may need to continue to raise capital in the debt and equity markets to fund our working capital needs, as well as potential developments in new or existing properties, acquisitions or investments in existing or newly created joint ventures. In addition, we may be required to use borrowings under our revolving credit facility, if necessary, to meet REIT distribution requirements and maintain our REIT status.
On May 21, 2026, the Company’s Board of Directors declared a dividend of $0.23 per share for the second quarter of 2026, which was paid on July 15, 2026 to common stockholders of record as of June 30, 2026. For the six months ended June 30, 2026 and 2025, total cash outflows for dividends and distributions were $132.6 million and $129.6 million, respectively.
For further information regarding dividends and distributions, refer to our Consolidated Financial Statements included in our 2025 Annual Report on Form 10-K as filed with the SEC.
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Outstanding Indebtedness
The following table summarizes our outstanding indebtedness as of June 30, 2026:
| Debt Summary by Interest Rate Type: | (In thousands) | ||||
Fixed interest rate borrowings(1) | $ | 2,682,797 | |||
| Variable interest rate - unhedged | 1,575,863 | ||||
Total senior unsecured notes, term loans and borrowings under revolving credit facility(2) | 4,258,660 | ||||
| Sale-leaseback financing obligations | 40,909 | ||||
| Financing lease obligations | 172,085 | ||||
| Total debt and debt-like obligations | $ | 4,471,654 | |||
| Percent of total debt and debt-like obligations: | |||||
Fixed interest rate (inclusive of sale-leaseback and financing lease obligations)(1) | 64.8 | % | |||
| Variable interest rate - unhedged | 35.2 | % | |||
Weighted effective interest rate as of June 30, 2026(3) | 4.26 | % | |||
(1)The total includes certain borrowings with variable interest rates that have been effectively hedged through interest rate swaps.
(2)The total excludes unamortized deferred financing costs.
(3)The effective interest rate presented includes the amortization of deferred financing costs and is based on the hedged rate for the C$250 million hedged portion of the Senior Unsecured Term Loan A Facility Tranche A-2. All other debt instruments are based on contractual rates. This rate excludes contractual rates associated with the sale leaseback and financing obligation debt like instruments shown in the table above.
The variable rate debt shown above bears interest at interest rates based on various SOFR, CORRA, BBSW, EURIBOR, and BKBM rates, depending on the respective agreement governing the debt, including our global revolving credit facilities. As of June 30, 2026, our debt, excluding Sale-leaseback financing obligations and Financing lease obligations, had a weighted average term to maturity of approximately 4.4 years, assuming exercise of extension options.
For further information regarding outstanding indebtedness, refer to Note 4 - Debt, Note 5 - Derivative Financial Instruments, and Note 9 - Accumulated Other Comprehensive Loss to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.
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Aggregate Future Repayments of Indebtedness
The aggregate maturities of indebtedness, excluding sale-leaseback financing obligations and financing lease obligations, as of June 30, 2026 for each of the next five years and thereafter, are as follows:
Twelve months ending June 30:(1) | (In thousands) | ||||
| 2027 | $ | 625,000 | |||
| 2028 | 270,000 | ||||
| 2029 | 400,000 | ||||
| 2030 | 801,285 | ||||
| 2031 | 862,588 | ||||
| Thereafter | 1,299,787 | ||||
Aggregate principal amount of indebtedness | 4,258,660 | ||||
Less: unamortized deferred financing costs(2) | (16,939) | ||||
Total indebtedness, net of deferred financing costs | $ | 4,241,721 | |||
(1)$250.0 million of the debt listed to mature by June 30, 2027 represents the 2025 Unsecured Term Loan. Pursuant to the Amended and Restated Syndicated Facility Agreement, the 2025 Unsecured Term Loan includes include an option for two remaining three-month extensions past the amended contractual maturity date in September of 2026. $375.0 million of the debt listed to mature by June 30, 2027 represents the Senior Unsecured Term Loan A Facility Tranche A-1. Pursuant to the Amended and Restated Syndicated Facility Agreement, Tranche A-1 includes an option for four remaining three-month extensions past the previously extended contractual maturity date in August of 2026. Approximately $451.3 million of the debt listed to mature by June 30, 2030 represents outstanding borrowings on the Senior Unsecured Revolving Credit Facility. Pursuant to the Amended and Restated Syndicated Facility Agreement, the Senior Unsecured Revolving Credit Facility includes an option for two six-month extensions past the amended contractual maturity date in June of 2030.
(2)Excludes unamortized deferred financing costs for the Senior Unsecured Revolving Credit Facility, which are recognized within “Other assets”.
Repayment of Unsecured Notes
On November 6, 2018, we completed a debt private placement transaction consisting of (i) $200.0 million senior unsecured notes with a coupon of 4.68% due January 8, 2026 (“Private Series A Notes”). The Company fully repaid the outstanding balance of $200.0 million during the six months ended June 30, 2026.
Credit Ratings
Our capital structure and financial practices have earned us investment grade credit ratings from three nationally recognized credit rating agencies as follows:
•BBB with a (Stable Outlook) from Fitch
•BBB with a (Positive Trend) outlook from DBRS Morningstar
•Baa3 with a (Stable Outlook) from Moody’s
These credit ratings are important to our ability to issue debt at favorable rates of interest, among other terms. Refer to our risk factor “Adverse changes in our credit ratings could negatively impact our financing activity” in our 2025 Annual Report on Form 10-K.
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Capital Expenditures
We utilize a strategic approach to capital expenditures to maintain the high quality and operational efficiency of our warehouses and equipment and ensure that our assets meet the “mission-critical” role they serve in the cold chain. The Company assesses its capital expenditure requirements regularly to support its operational infrastructure, drive strategic growth, and enhance long-term shareholder value.
Maintenance Capital Expenditures
Maintenance capital expenditures are capitalized funds used to uphold and extend the useful life of assets, resulting in future economic benefits. These expenditures relate to routine and recurring maintenance that is essential to sustain current operations. This includes the cost to purchase and install, repair, or construct assets when it results in a useful life longer than one year and the cost per asset is over a de minimis threshold. Examples of maintenance capital expenditures include roof repairs, refrigeration equipment refurbishment, racking system repairs, expenditures on material handling equipment and maintenance on existing servers.
External Growth Capital Expenditures
External growth capital expenditures refer to investments to expand our operations and enhance market position through mergers and acquisitions. External growth strategies rely on leveraging external assets and synergies to drive value creation and achieve strategic objectives. The Company completed the Houston acquisition on March 17, 2025 for total cash consideration of $108.4 million.
Expansion, Development, and Integration Capital Expenditures
Expansion, development, and integration capital expenditures refer to investments to enhance our existing operations and increase storage capacity. Examples of capital expenditures associated with expansion and development are warehouse expansions and greenfield developments. Such capital expenditures also include integrating operational systems, rebranding, and upgrading infrastructure to our standards associated with recent mergers and acquisitions. Expansion, development, and integration capital expenditures during the six months ended June 30, 2026 include the recently announced customer dedicated project in Plover, Wisconsin.
Organic Growth Capital Expenditures
Organic growth capital expenditures refer to investments with a focus on internal development through existing resources and capabilities. Organic growth strategies focus on utilizing internal resources and synergies to meet strategic goals. Examples of capital expenditures associated with organic growth are pallet position expansion and expansion of drop lots. Organic growth capital expenditures also includes the purchase of previously leased warehouses that remain operational. On March 18, 2026, the Company completed the acquisition of a previously leased warehouse facility in Massillon, Ohio for cash consideration of $18.7 million concurrent with the signing of a triple net lease with a customer to occupy the space.
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Technological Upgrades and Enhancements
Technological upgrades and enhancements refer to investments aimed at improving our technological infrastructure, investments in hardware, software, and systems that automate processes, enhance data analytics, and improve cyber security. In addition, this category includes sustainability initiatives and other asset modernization projects such as installation of LED lighting and solar panels.
The following table sets forth our total capital expenditures for the three and six months ended June 30, 2026 and 2025.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025(1) | 2026 | 2025(1) | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Maintenance | $ | 15,818 | $ | 17,283 | $ | 28,322 | $ | 32,082 | |||||||||||||||
| External growth | — | — | — | 108,448 | |||||||||||||||||||
Expansion, development, and integration(2) | 57,623 | 131,015 | 110,858 | 199,355 | |||||||||||||||||||
| Organic growth | 54,670 | 46,253 | 113,636 | 72,171 | |||||||||||||||||||
| Technological upgrades and enhancements | 11,867 | 5,267 | 21,288 | 9,778 | |||||||||||||||||||
Total capital expenditures(3) | $ | 139,978 | $ | 199,818 | $ | 274,104 | $ | 421,834 | |||||||||||||||
(1)Certain prior period amounts have been reclassified to conform to the current period presentation.
(2)Expansion and development capital expenditures include spend for sites in the recently completed expansion and development phase that are included in our non-same store pool, external integration capital expenditures associated with recent acquisitions in the non-same store pool, and any other expansion and development sites that are in progress that will be added to our non-same store pool when operations commence.
(3)Capital expenditures in the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 include $40.8 million of costs accrued as of December 31, 2025 and paid during the six months ended June 30, 2026. Such expenditures exclude $45.8 million of costs accrued during the six months ended June 30, 2026 that will be paid in a future period.
We incurred capitalized interest of $6.0 million and $6.1 million for the three months ended June 30, 2026 and 2025, respectively, and $10.9 million and $10.1 million for the six months ended June 30, 2026 and 2025, respectively, which is included in the capital expenditures noted in the table above.
CRITICAL ACCOUNTING ESTIMATES
Refer to Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2025 Annual Report on Form 10-K for a discussion of our critical accounting estimates and assumptions. There were no material changes during the period covered by this Quarterly Report to the critical accounting estimates and assumptions previously disclosed in our 2025 Annual Report on Form 10-K.
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HISTORICAL CASH FLOWS
The following summary discussion of our cash flows is based on the Condensed Consolidated Statements of Cash Flows and is not meant to be an all-inclusive discussion of the changes in our cash flows for the periods presented below.
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| (In thousands) | |||||||||||
| Net cash provided by operating activities | $ | 140,000 | $ | 150,519 | |||||||
| Net cash used in investing activities | $ | (215,733) | $ | (368,830) | |||||||
| Net cash (used in) provided by financing activities | $ | (20,874) | $ | 267,318 | |||||||
Operating Activities
For the six months ended June 30, 2026, our net cash provided by operating activities was $140.0 million, a decrease of $10.5 million compared to $150.5 million for the six months ended June 30, 2025. This decrease was primarily driven by the impact of lower overall NOI which was partially offset by favorable changes in net working capital.
Investing Activities
Net cash used in investing activities was $215.7 million for the six months ended June 30, 2026. Additions to property, buildings, and equipment were $250.4 million, reflecting capitalized maintenance expenditures, various growth and IT related capital expenditures, and investments in our previously announced expansion and development projects. Additionally, we invested $18.7 million for the acquisition of Massillon on March 18, 2026, which was a previously leased warehouse facility. Refer to Note 2 - Asset Acquisitions and Business Combinations to these Condensed Consolidated Financial Statements for further details of this transaction. Cash provided by investing activities also included $23.4 million of total proceeds from collection of advances to partially owned entities and $30.0 million of total proceeds primarily related to the sale of real estate related assets.
Net cash used in investing activities was $368.8 million for the six months ended June 30, 2025. Additions to property, buildings, and equipment were $290.2 million, reflecting capitalized maintenance expenditures, various growth and IT related capital expenditures, and investments in our previously announced expansion and development projects. Additionally, the Company completed the Houston acquisition for total cash consideration of $108.4 million. Other investing activities included cash outflows of $19.2 million associated with loan to the RSA joint venture. Cash provided by investing activities consisted of $27.5 million of total proceeds from the sale of the equity interest in the SuperFrio joint venture, as well as $21.6 million of total proceeds primarily related to the sale of certain facilities.
Financing Activities
Net cash used in financing activities was $20.9 million for the six months ended June 30, 2026. Cash used in financing activities primarily consisted of $505.4 million in repayments on our Senior Unsecured Revolving Credit Facility, $200.0 million in repayments of senior unsecured notes, $132.6 million for quarterly dividend payments, $10.4 million in payment of debt issuance costs, and $23.2 million in finance lease repayments. Cash
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provided by financing activities consisted of $618.7 million in proceeds from our Senior Unsecured Revolving Credit Facility, and $232.5 million in proceeds related to senior unsecured term loan draws, further described in Note 4 - Debt to these Condensed Consolidated Financial Statements.
Net cash provided by financing activities was $267.3 million for the six months ended June 30, 2025. Cash provided by financing activities primarily consisted of a $400.0 million public debt offering and $314.7 million in proceeds from our Senior Unsecured Revolving Credit Facility, a portion of which was used to fund the Houston acquisition. Cash used in financing activities also consisted of $129.6 million for quarterly dividend payments, $298.0 million in repayments to our Senior Unsecured Revolving Credit Facility, and $16.8 million in finance lease repayments.
NEW ACCOUNTING PRONOUNCEMENTS
Refer to Note 1 - General to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.
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SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION
On September 12, 2024, we completed an underwritten public offering of $500.0 million aggregate principal amount of the Operating Partnership’s Public 5.409% Notes due September 12, 2034. Interest is payable on March 12 and September 12 of each year.
On April 3, 2025, we completed an underwritten public offering of $400.0 million aggregate principal amount of the Operating Partnership’s Public 5.600% Notes due May 15, 2032. Interest is payable on May 15 and November 15 of each year.
On the date of issuance of both the Public 5.409% Notes and the Public 5.600% Notes, each of the Company and Americold Realty Operations, Inc. (together, the “Parent Guarantors”), and each of Nova Cold Logistics, Americold Australian Holdings and Icecap Properties NZ Limited (the “Subsidiary Guarantors” and together with the Parent Guarantors, the “Initial Guarantors”), jointly and severally, fully and unconditionally guaranteed the Operating Partnership’s obligations under the Public 5.409% Notes and the Public 5.600% Notes, including the due and punctual payment of principal of, and premium, if any, and interest on, the Public 5.409% Notes and the Public 5.600% Notes.
The following table contains the summarized financial information of the Initial Guarantors and the Operating Partnership (collectively, the “Obligor Group”) on a combined basis after the elimination of intercompany balances and transactions between entities in the Obligor Group as of June 30, 2026 and December 31, 2025 and for the six months ended June 30, 2026:
| June 30, 2026 | December 31, 2025 | ||||||||||
| (In thousands) | |||||||||||
| Total Assets | $ | 5,836,629 | $ | 5,654,688 | |||||||
| Receivables from sales to subsidiaries other than the initial guarantors | $ | — | $ | — | |||||||
Total Liabilities | $ | 4,576,680 | $ | 4,498,731 | |||||||
| Six Months Ended June 30, 2026 | |||||
| (In thousands) | |||||
| Total Revenues | $ | 750,414 | |||
| Revenues from sales to subsidiaries other than the initial guarantors | $ | — | |||
| Operating loss | $ | (273,399) | |||
| Net loss from continuing operations | $ | (340,650) | |||
Net loss attributable to the entity | $ | (340,650) | |||
Separate Consolidated Financial Statements of the Operating Partnership have not been presented in accordance with Rule 3-10 of Regulation S-X and Rule 12h-5 under the Securities and Exchange Act of 1934.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
Our future income and cash flows relevant to financial instruments are dependent upon prevalent market interest rates. Market risk refers to the risk of loss from adverse changes in market prices and interest rates.
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As of June 30, 2026, we had C$350.0 million of outstanding CAD-denominated variable-rate debt under the Senior Unsecured Term Loan Facility. This term loan bears interest at daily CORRA and is subject to a contractual margin of 0.90%. Of this amount, C$250.0 million is hedged by an interest rate swap that effectively locks the floating rate at 4.49%, while the remaining C$100.0 million is unhedged. As of June 30, 2026, the daily CORRA rate for the unhedged C$100 million portion of the Tranche A-2 was 2.28%.
As of June 30, 2026, we had $645.0 million of outstanding USD-denominated variable-rate debt under the Senior Unsecured Term Loan Facility (excluding the 2025 Unsecured Term Loan). During the three months ended June 30, 2026, interest rate swap agreements associated with these term loans were terminated. These term loans bear interest at adjusted one-month SOFR (which includes an adjustment of 0.10%). These rates are also subject to contractual margins of 0.95%. As of June 30, 2026, the adjusted one-month SOFR rate for both the Tranche A-1 and the Delayed Draw Tranche A-3 was 3.74% (which includes an adjustment of 0.10%).
As of June 30, 2026, we had $250.0 million of outstanding USD-denominated variable-rate debt for the 2025 Unsecured Term Loan. The 2025 Unsecured Term Loan is unhedged and bears interest at daily SOFR, which was approximately 3.62% at June 30, 2026, and is subject to a contractual margin of 0.95%.
As of June 30, 2026, we had A$230.0 million of outstanding AUD-denominated variable-rate debt for the AUD Term Loan Facility. The AUD Term Loan Facility is unhedged and bears interest at one-month BBSW, which was approximately 4.35% at June 30, 2026, and is subject to a contractual margin of 0.90%.
Additionally, as of June 30, 2026, we had $305.0 million, C$22.0 million, €70.5 million, and NZ$88.5 million outstanding of Senior Unsecured Revolving Credit Facility draws. At June 30, 2026, daily SOFR (USD) was approximately 3.62%, daily CORRA (CAD) was approximately 2.32%, one-month EURIBOR (Euro) was approximately 2.18%, and one-month BKBM (NZD) was approximately 2.59%. These rates are also subject to contractual margins of 0.80%.
The interest rate paid on borrowings can never drop below 0.0%. A 100 basis point increase in market interest rates would result in an increase in annual interest expense to service our variable-rate debt of approximately $15.8 million, and a 100 basis point decrease in market interest rates would result in a decrease in annual interest expense of approximately $15.8 million.
Our interest rate risk exposure at June 30, 2026 was not materially different than what we disclosed in our 2025 Annual Report on Form 10-K as filed with the SEC.
Foreign Currency Risk
As it relates to the currency of countries where we own and operate warehouse facilities and provide logistics services, our foreign currency risk exposure at June 30, 2026 was not materially different than what we disclosed in our 2025 Annual Report on Form 10-K as filed with the SEC. The information concerning foreign currency risk in Item 7A under the caption “Quantitative and Qualitative Disclosures About Market Risk” of our 2025 Annual Report on Form 10-K, is hereby incorporated by reference in this Quarterly Report on Form 10-Q.
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Item 4. Controls and Procedures
Evaluation of Controls and Procedures
In accordance with Rule 13a-15(b) of the Exchange Act, the Company’s management, with the participation of the Chief Executive Officer and the Chief Financial Officer, carried out an evaluation of the effectiveness of the Company’s “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective at a reasonable assurance level as of June 30, 2026.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the three months ended June 30, 2026 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may be party to a variety of legal proceedings arising in the ordinary course of our business. We are not a party to, nor is any of our property a subject of, any material litigation or legal proceedings or, to the best of our knowledge, any threatened litigation or legal proceedings which, in the opinion of management, individually or in the aggregate, would have a material impact on our business, financial condition, liquidity, results of operations and prospects. See Note 8 - Commitments and Contingencies to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional information.
Item 1A. Risk Factors
Investing in our securities involves risks and uncertainties. You should consider and read the information contained in our 2025 Annual Report on Form 10-K, including the risk factors identified in Item 1A of Part I thereof (“Risk Factors”). Any of the risks discussed in our 2025 Annual Report on Form 10-K and in other reports we file with the SEC, and other risks we have not anticipated or discussed, could have a material adverse impact on our business, financial condition or results of operations. As of June 30, 2026, no material changes had occurred to the risk factors previously disclosed in our 2025 Annual Report on Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
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Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
During the three months ended June 30, 2026, none of the Company’s directors or officers adopted, modified terminated
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Item 6. Exhibits
Index to Exhibits
| Exhibit No. | Description | |||||||
| 101 | The following financial statements of Americold Realty Trust’s Form 10-Q for the quarter ended June 30, 2026, formatted in XBRL interactive data files: (i) Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025; (ii) Condensed Consolidated Income Statements for the three and six months ended June 30, 2026 and 2025; (iii) Condensed Consolidated Statements of Comprehensive (Loss) Income for the three and six months ended June 30, 2026 and 2025; (iv) Condensed Consolidated Statements of Equity for the three and six months ended June 30, 2026 and 2025; (v) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025; and (vi) Notes to Condensed Consolidated Financial Statements. | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||
* Filed herewith.
** Furnished herewith.
** Furnished herewith.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| AMERICOLD REALTY TRUST, INC. | ||||||||||||||
| (Registrant) | ||||||||||||||
| Date: | August 6, 2026 | By: | /s/ Christopher J. Papa | |||||||||||
| Name: | Christopher J. Papa | |||||||||||||
| Title: | Chief Financial Officer and Executive Vice President | |||||||||||||
| (On behalf of the registrant and as principal financial officer) | ||||||||||||||
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ATTACHMENTS / EXHIBITS
XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT
XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT
XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT
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