NYSE: COLD

This solutions-based framework reflects how we deploy our assets and operating capabilities to meet differing customer needs at each stage of the cold chain, while maintaining flexibility for facilities to support multiple use cases over time.

Production-focused facilities are primarily oriented toward supporting food production and processing operations. These warehouses are typically located near customer manufacturing or harvesting sites and often provide value-added services such as blast freezing, tempering, and packaging. While these facilities may support additional activities, they are generally configured to integrate closely with customer production workflows and often operate under long-term fixed-commitment arrangements that reflect their critical role in customers’ operations. As of December 31, 2025, we owned or leased 67 warehouses focused primarily on production advantaged solutions with approximately 406.8 million cubic feet of temperature-controlled capacity and 1.8 million pallet positions.

Forward distribution-focused facilities are primarily designed to support regional inventory aggregation and distribution. These multi-tenant sites are typically located near major population centers and key logistics corridors and handle product from multiple food producers. As of December 31, 2025, we owned or leased 102 warehouses focused primarily on forward distribution solutions with approximately 649.9 million cubic feet of temperature-controlled capacity and 2.5 million pallet positions.

Retail solutions-focused facilities are primarily configured to support retailer-direct distribution requirements, including case-level picking, order assembly, and route-specific staging for store replenishment. These facilities tend to be operationally intensive and service-oriented, often supporting a limited number of large retail customers

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under longer-term arrangements. While not exclusively dedicated to retail distribution, their operating model emphasizes precision, speed, and reliability to meet the demands of retailer supply chains. As of December 31, 2025, we owned or leased 27 warehouses focused primarily on retail store support solutions with approximately 175.6 million cubic feet of temperature-controlled capacity and 0.6 million pallet positions.

Port-oriented facilities are primarily focused on supporting import and export activity within the cold chain. These warehouses typically handle shorter-dwell inventory moving through global trade lanes and serve multiple customers. Although port-oriented facilities can provide a variety of storage and handling services, their primary function is facilitating efficient product flow between international and domestic distribution networks, often in collaboration with port and logistics partners. As of December 31, 2025, we owned or leased 32 port warehouses focused primarily on import and export solutions with approximately 184.4 million cubic feet of temperature-controlled capacity and 0.6 million pallet positions.

Ownership of our warehouses is fundamental to our strategy and our ability to attract and retain customers while achieving targeted returns on invested capital. Owning our real estate provides cost-of-capital and balance-sheet advantages, including access to attractive financing and the tax benefits of our REIT structure. Consolidated ownership and operation of our portfolio enhances the value we deliver by enabling an integrated suite of value-added services across a reliable cold chain network. We own over 75% of our warehouses (excluding ground leases), which provides long-term control over these specialized assets and supports our customers’ mission-critical cold chain needs.

Recent Acquisitions and Investments in Joint Ventures

Over the last several years, we have strategically acquired businesses to enhance our global portfolio and integrated network offerings to our customers.

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. Through this acquisition the Company is able to realize strategic benefits including additional storage capacity that enabled the efficient transfer of customer product from an existing facility to this newly acquired site. This transfer optimizes the use of the original location and created the space to support a new fixed commitment retail contract.

On April 30, 2025, the Company completed the sale of its 14.99% equity interest in the SuperFrio joint venture to a third party for the Brazilian Real US dollar equivalent of $27.5 million. This sale resulted in the recognition of a net $2.4 million gain for the year ended December 31, 2025.

For further information about the Company’s joint ventures and recent acquisitions, refer to Note 3 - Business Combinations, Asset Acquisitions and Discontinued Operations and Note 4 - Investments in and Advances to Partially Owned Entities of the Consolidated Financial Statements included in this Annual Report on Form 10-K.

Our Information

Our principal executive office is located at 10 Glenlake Parkway, South Tower, Suite 600, Atlanta, Georgia 30328, and our telephone number is (678) 441-1400. Our website address is www.americold.com.

Information contained on, or accessible through, our website is not incorporated by reference into this Annual Report on Form 10-K or any other report or document we file with or furnish to the Securities and Exchange Commission (the “SEC”).

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Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements, and amendments to those reports are available free of charge on our website as soon as reasonably practicable after being filed with or furnished to the SEC. Our annual ESG report and our Code of Business Conduct and Ethics are also available on our website. We use our website as a means of disclosing information for purposes of Regulation FD compliance.

BUSINESS STRATEGY AND OPERATING SEGMENTS

We were formed as a Maryland REIT on December 27, 2002 and subsequently converted to a Maryland corporation on May 25, 2022, pursuant to the Articles of Conversion, as approved by the stockholders at our annual stockholder meeting on May 17, 2022. Each issued and outstanding share of beneficial interest in Americold Realty Trust was converted into one share of common stock in Americold Realty Trust, Inc. As a result of this conversion, several references in this Form 10-K have been updated accordingly. Despite this conversion, the Company continues to operate as a REIT for U.S. federal income tax purposes. Our Operating Partnership was formed as a Delaware limited partnership on April 5, 2010 and was not impacted by the conversion to a Maryland corporation. Our operations are conducted through our Operating Partnership and its subsidiaries.

Our primary business objectives are to serve our customers and other stakeholders, increase stockholder value, grow our market share, enhance our operating and financial results and increase cash flows from operations. We also believe that our ability to execute on our business and growth strategies will enhance the overall value of our real estate. The strategies we intend to execute to achieve these objectives include the following:

Enhancing Operating and Financial Performance Through Proactive Asset and Cost Management

We seek to enhance our operating and financial performance by supporting our customers’ needs across the cold chain, optimizing both physical and economic utilization of our existing portfolio, and executing operational efficiency and cost containment initiatives. We also execute regular portfolio reviews to evaluate low profit facilities for their highest and best uses which includes sometimes the exit and or sale of the property. We believe disciplined execution of these priorities, together with the investments we have made in our operating platform and technology, positions us to strengthen customer relationships, maintain operational consistency in the current environment, and create long-term value for our stockholders.

Our strategy is centered on execution, capital discipline, and leveraging the value of our real estate portfolio, with development activity focused on customer-dedicated or partnership-driven opportunities.

Strategic Capital Management and Value Creation from Real Estate

We are focused on managing capital strategically, prioritizing balance sheet strength, strategic uses of debt, liquidity, and financial flexibility. As an owner and operator of specialized temperature-controlled real estate, we actively manage our portfolio to create value, including through disciplined portfolio optimization. We believe our ownership model and operational control provide meaningful flexibility to adapt facilities to changing customer requirements and operational needs.

Leveraging Organic Growth Opportunities Within the Existing Portfolio

We continue to pursue organic growth by leveraging our scale, network density, operating expertise, and long-standing customer relationships. Our organic growth opportunities include expanding the range of services we

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provide to existing customers, supporting additional cold-chain solutions within our current footprint, and increasing penetration in under-served customer segments where we have demonstrated capabilities.

We believe our integrated global network and value-added service offerings position us to support continued customer outsourcing of temperature-controlled warehousing and logistics needs.

Solutions-Oriented Support Across the Cold Chain

We provide customers with solutions across all primary stages of the temperature-controlled food supply chain, including production support/advantaged, forward distribution, retail/store distribution, and import and export solutions. Our warehouses are designed and operated to support one or more of these solutions based on customer needs, and individual facilities may deliver multiple solutions over time.

We believe our ability to offer a full suite of cold-chain solutions across an integrated global network supported by our scale, operating expertise, and standardized processes represents a key competitive advantage. This flexibility supports a wide range of customer workflows, including production-adjacent storage, distribution support, retail fulfillment, and port-related activity, while benefiting from consistent execution and service quality across the network.

Expanding Utilization Across Adjacent Temperature-Sensitive Categories

Although food remains the primary focus of our business, our facilities are capable of supporting other temperature-sensitive products, including pharmaceutical, floral, and chemical products, as well as, in certain cases, non-temperature-sensitive dry goods. We believe our focus on consistent quality, food safety, and operational reliability positions us to pursue opportunities to deepen relationships and increase utilization across these adjacent categories within our existing portfolio over time.

Operational Excellence and Cost Discipline

Operational execution remains a central strategic priority. We continue to focus on labor productivity, service reliability, and cost control, supported by standardized processes, advanced operating systems, and ongoing technology initiatives. These efforts are intended to improve consistency, enhance service levels, and support performance in the current environment.

Well Positioned to Benefit from E-Commerce Growth

Our warehouse portfolio serves as a fundamental bridge between food producers and fulfillment centers - whether for online e-tailers or traditional brick and mortar retailers. We believe our ability to design, build and operate warehouses across the cold chain makes us an attractive storage solution for existing retailers and the growing e-tailer segment and positions us well to generate new relationships, drive growth and capture market share by increasing our presence in the e-commerce channel.

Increased Investment in and Transformation of our Technology Systems, Business Processes and Customer Solutions

In February 2023, we announced our transformation program “Project Orion” designed to drive future growth and achieve our long-term strategic objectives, through investment in our technology systems and business processes across our global platform. The project includes the implementation of a new, best-in-class, cloud-based enterprise resource planning (“ERP”) software system as well as other transformation related initiatives including

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artificial intelligence related projects and market expansion initiatives. The primary goals of this project are to streamline standard processes, reduce manual work and incrementally improve our business analytics capabilities. Highlights of the project include implementing centralized customer billing operations, a global payroll and human capital management platform, next-generation warehouse maintenance capabilities, global procurement functionality and shared-service operations in certain international regions, among others. We expect the benefits of these initiatives to include revenue and margin improvements through pricing data and analytics and heightened customer contract governance, finance and human resources cost reductions, information technology applications and infrastructure rationalization, working capital efficiency and reduced IT maintenance capital expenditures. Since inception, the Company has incurred $227.7 million of implementation costs related to Project Orion.

Investments in Our Warehouses

We employ a strategic investment approach to maintain a high-quality portfolio of temperature-controlled warehouses to ensure that our warehouses meet the “mission-critical” role they serve in the cold chain. We have successfully modernized many of our warehouses to reduce our power costs and increase their competitive position through reliable temperature-control systems that can implement distinct temperature zones within the same store warehouses. In addition, we use LED lighting, thermal energy storage, motion-sensor technology, variable frequency drives for our fans and compressors, third-party efficiency reviews and real-time monitoring of energy consumption, high speed doors and alternative-power generation technologies, including solar, to improve the energy efficiency of our warehouses. We also utilize rain-water recapture to reduce our reliance on municipal water supplies and reduce run-off.

Our Business Segments

We view and manage our business through three primary business segments—Warehouse, Transportation and Third-Party Managed.

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 within our real estate portfolio. 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, which are considered value added services.

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 services (i.e., consolidating a customer’s products with those of other customers for more efficient shipment), freight under management services (i.e., arranging for and overseeing transportation of customer inventory) and dedicated transportation services, each designed to improve efficiency and reduce transportation and logistics costs to our customers. We also provide multi-modal global freight forwarding services to support our customers’ needs in certain markets.

Third-party managed. Under our Third-Party Managed segment, we manage warehouses on behalf of third parties and provide warehouse management services to leading food manufacturers and retailers in their owned facilities. We believe using our third-party management services allows our customers to increase efficiency, lower costs, reduce supply-chain risks and focus on their core businesses.

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Customers

Our global footprint enables us to efficiently serve 2,962 customers as of December 31, 2025, consisting primarily of producers, distributors, retailers and e-tailers of frozen and perishable food products, such as fruits, vegetables, meats, seafood, novelties, dairy and packaged foods. We believe the creditworthiness and geographic diversity of our customer base provide us with stable cash flows and a strong platform for growth. The weighted average length of our relationship with our 25 largest customers in our Warehouse segment exceeds 35 years. The total Warehouse segment revenues generated by our 25 largest customers in our Warehouse segment represent 52%, 51%, and 49% of our total Warehouse segment revenues for the years ended December 31, 2025, 2024 and 2023, respectively. This disclosure is calculated on an annualized basis as if the Company had completed its acquisitions as of the beginning of the year in which they occurred. There has been no material change to the composition of our top 25 customers over the last three years.

The following table presents summary information concerning our 25 largest customers in our Warehouse segment, based on Warehouse segment revenues for the year ended December 31, 2025:

Network Utilization

% of Warehouse Revenues (1)
# of Sites
Credit Rating (S&P/Moody’s)(2)
Multi LocationDedicated SitesValue Added ServicesTransportation ConsolidationTechnology Integration
Committed Contract or Lease (3)

Retailer5.4%5NR | NRüüüüüü

Producer4.5%24BBB- | Baa3üüüüü

Retailer4.0%9AA | Aa2üüüüüü

Producer3.2%23NR | NRüüüüüü

Producer3.1%19BBB | Baa2üüüüü

Retailer3.0%8BBB | Baa2üüüüü

Retailer2.5%4BBB+ | Baa1üüüüü

Producer2.4%53BBB | Baa2üüüüüü

Retailer1.8%5NR | NRüüüüüü

Producer1.7%16BB+ | Ba2üüüüü

Producer1.7%10BBB | Baa2üüüüüü

Producer1.7%19NR | NRüüüüü

Producer1.7%22NR | NRüüüüü

Producer1.7%4NR | NRüüüü

Producer1.6%18A+ | A1üüüüüü

Retailer1.5%9BBB+ | Baa1üüüü

Producer1.3%30NR | NRüüüüü

Producer1.3%42A | A2üüüüüü

Producer1.3%22BBB- | Baa3üüüüü

Producer1.2%16NR | NRüüüüüü

Producer1.2%19A- | A2üüüüüü

Producer1.2%10A+ | A1üüüüüü

Producer1.1%4NR | NRüüüü

Producer1.0%19NR | NRüüüüü

Producer0.9%6NR | NRüüüü

Total52.0%

(1)Based on warehouse revenues for the year ended December 31, 2025.

(2)Represents long-term issuer ratings as published in January 2026.

(3)A check mark indicates that the customer had at least one fixed commitment contract or lease with us as of December 31, 2025.

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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.

Competition

In our industry, the principal competitive factors include warehouse location, size and available occupancy, network breadth and interconnectivity, service quality, service offerings, and price. For refrigerated food customers, transportation costs typically exceed warehousing costs, making proximity to customers, logistics corridors, and transportation capabilities particularly important competitive considerations.

Warehouse size is also a key factor, as larger customers often prefer to consolidate inventory for a given market within a single facility and retain flexibility to accommodate seasonal peaks. In markets with direct local competition, customers generally evaluate providers based on service quality, pricing, and facility condition.

We compete with a range of operators, including smaller, local warehouse providers that may compete primarily on price but often lack the scale, network integration, operating systems, and experience required to support complex, mission-critical cold chain solutions. We also compete with customers that choose to meet their temperature-controlled warehousing needs internally through owned or leased facilities.

An increasingly important competitive advantage is the ability to provide a broad, integrated suite of high-quality logistics and value-added services across a connected network of facilities. Many customers—including those for whom private warehousing is a viable option—select third-party providers based on service quality and price, provided that an appropriate, reliable network of related storage and logistics capabilities is available.

HUMAN CAPITAL RESOURCES

As of December 31, 2025, we had a global workforce of approximately 12,690 employees. Our associates are based in various locations around the world.

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The geographic distribution of our associates as of December 31, 2025, is summarized in the following table:

RegionNumber of associatesPercentage of workforce

North America9,716 77 %

Europe1,300 10 %

Asia-Pacific
1,556 12 %

South America118 1 %

Total12,690 100 %

As of December 31, 2025, approximately 23% of our associates were represented by various local labor unions and associations, and 85 of our 231 warehouses have unionized associates that are governed by 77 different collective bargaining agreements. We continue to successfully negotiate multiple collective bargaining agreements each year without any work stoppages. During 2025, we successfully negotiated and renewed 19 agreements.

During 2026, we expect to engage in negotiations for an additional 9 agreements, which make up approximately 3% of our associate population, covering all or parts of 13 operating locations worldwide. We do not anticipate any workplace disruptions during this renewal process. We consider our labor relations to be positive and productive.

Our Culture

We believe that attracting, developing, and retaining top talent is crucial to achieving our strategic goals and creating long-term value for our shareholders, customers, and associates. We are dedicated to fostering a work environment where associates from diverse backgrounds are appreciated as their unique selves and can thrive as valued members of the organization. We are committed to developing and implementing programs and practices that foster a supportive learning environment and encompass communication of diverse perspectives and experiences.

We are an equal opportunity employer, with all qualified applicants receiving consideration for employment without regard to race, color, national origin, ancestry, religion, genetic information, physical or mental disability, marital status, age, sexual orientation or identification, gender, veteran status, political affiliation, physical appearance, or any other characteristic protected by federal, state, or local law. It is our policy to recruit talent based on skill, knowledge, and experience, without discrimination. We evaluate compensation equity annually and ensure action plans are in place to address pay disparities when applicable.

In 2025, we administered a company-wide engagement survey, available in 22 languages, to emphasize engagement, development, culture, and inclusion among associates. Americold experienced increased engagement scores and response rates in 2025 compared to 2024, maintaining our annual improvement trend. Our core priority is to foster a positive employee experience where individuals and teams can find meaning and impact in their work. We continually assess and strive to improve associate satisfaction and engagement.

Our Global Culture Committee, representing associates worldwide and across all levels, expanded its impact and reach this past year by expanding our footprint of Culture Ambassadors globally. These Ambassadors focus on associate engagement and fostering inclusivity within our sites.

We remain committed to supporting associate growth and development through training. Our associates are afforded regular opportunities to participate in formal and informal personal growth and professional development

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programs. In 2025, our associates completed 379,139 hours of training, an average of 29.88 hours per associate. We have implemented presentation skills training for manager and director levels and continued our Value Centered Leadership Academy programs for first time supervisors and managers worldwide, enabling us to lead through the company’s core values. Americold also expanded its Enterprise Leadership Excellence Program in 2025, focused on developing Vice Presidents, General Managers, and now our Director level associates. Additionally, associates have access to various functional and technical trainings, tuition reimbursement, leadership development, and a diverse curriculum of online learning programs including the use of LinkedIn Learning, a new offering in 2025. We have also continued to offer executive coaching to our Director level and above associates to enhance leadership capabilities across the organization.

In the first quarter of 2025, our Annual Leadership Conference, a three-day event, brought together senior leaders from over 400 sites to align strategies and operational priorities. The conference featured workshops, training, engagement, best practice sharing, and professional growth opportunities. Throughout 2025, our focus remained on enhancing our data accuracy and streamlining processes and tools within our organization. In 2026, we plan to continue efforts expanding Europe’s existing systems into our global platform.

Philanthropy

At Americold, our values guide our decisions, shape our culture, and define what it means to be part of the Americold team. Giving Back remains a core value demonstrated daily through associates’ commitment of time, energy, and resources to strengthen the communities where we live and work. In 2025, associates across the Americas contributed more than 3,500 volunteer hours across a wide range of locally led initiatives, supporting food security, youth development and education, senior services, homelessness outreach, environmental stewardship, and community wellness.

Americold’s community impact is further unified through our decade‑long partnership with Feed the Children, a nationally recognized nonprofit dedicated to ending childhood hunger. Over the past ten years, Americold has transported more than 2 million pounds of food and essentials, helping ensure families across the United States receive the support they need most. In 2025, we advanced this mission through three core programs – the Food & Essentials Hub, Summer Feed & Read, and Resource Rallies, providing more than 95,000 meals to families nationwide. Associates from facilities across the country also participated in events in Allentown, Arkansas, Kansas City, and additional communities, reinforcing our unified commitment to fighting food insecurity.

Our commitment to service extends to supporting one another. The Americold Foundation provides financial assistance to associates experiencing unexpected personal hardship. Associates contribute voluntarily, and Americold matches every donation while covering all administrative costs, ensuring that 100% of funds go directly to those in need. In 2025, the Foundation provided $84,000 in total assistance to 33 associates, with site teams also organizing local fundraisers that reinforced our culture of care.

Americold also supports communities during times of crisis. In January 2025, the Company provided a $25,000 corporate donation to support relief efforts for the California wildfires, reflecting our commitment to assisting communities where our associates and facilities are located.

Safety and Wellbeing

Safety is an important focus area and foundational to Americold’s culture. Americold continues to be a Total Recordable Incident Rate (“TRIR”) industry leader by recording numbers well below the refrigerated warehousing and storage industry’s annual average of 3.4. We finished 2025 with a TRIR of 1.92. Our TRIR is

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calculated by multiplying the number of recordable cases by 200,000; that product is then divided by exposure hours.

Our facilities around the world embrace a proactive approach and consistently execute safety-minded programs. At the associate level, monthly safety training sessions focus on specific topics (e.g., lockout/tagout, powered industrial truck, personal protective equipment, etc.) and reinforce expectations for safe work practices. Additionally, June is recognized globally as safety month across our facilities with a focus on important safety topics and activities each week.

Supervisors complete Americold’s Behavioral Based Safety (“BBS”) Program, which reinforces desired behaviors and teaches how to constructively address unwanted behaviors. This program is implemented worldwide and serves to make safety part of an open and regular dialogue. Supervisors learn to address unique issues and performance at their site and they also learn effective remediation strategies.

Monthly Safety Inspections are performed at the facilities to ensure compliance with regulatory agency requirements and industry best practices, while also promoting continuing education for our site leaders to increase their knowledge in providing a safe working environment where every associate returns home at the end of the day the same way they arrived.

A Site Safety Committee at each Americold facility meets monthly to develop and promote a healthy and safe environment for all employees and visitors to our facilities through the involvement of all individuals with regards to education, communication, and safe work practices. Our committees include associates from every department, including leaders, and focus on feedback provided from individuals at the site to drive the overall safety culture.

Americold utilizes a safety software system (Vector) as the sole repository for its safety policies, safety training and safety reporting that is used globally. This safety system enables our management team to perform their BBS observations, monthly safety audits, tracking of corrective actions, monthly inspections, and incident investigations. Vector also provides our management team with the capability to conduct these safety initiatives via a mobile device or iPad.

Compensation and Benefits

Because our most valuable asset is our people, we are constantly looking to give associates the well-being support they need with the goal of having a healthier and more engaged workforce. We look at well-being from a holistic perspective inclusive of physical, mental, and financial wellness.

We provide programs and benefits designed to attract, retain and reward high-performing associates. In addition to salaries or hourly wages, our compensation programs, which vary by geography and acquired entity, can include performance incentives for front-line workers, annual bonuses, share-based compensation awards, paid time off, retirement savings programs, healthcare and insurance benefits, health savings accounts, flexible work schedules, employee assistance programs and tuition assistance.

Our U.S. benefits offerings include musculoskeletal and physical therapy programs, as well as back-up childcare programs that offers our associates options for unplanned emergencies. Additionally, we will be adding a paid parental leave program beginning in 2026.

Globally, we offer comprehensive Employee Assistance Programs that assist associates with personal and/or work-related situations that may impact their job performance, health, and general sense of well-being.

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For financial wellness, we offer a variety of retirement programs globally that provide associates flexibility towards their retirement options. To foster a stronger sense of ownership, aid in retention and align the interests of our associates with our shareholders, we provide restricted stock units to eligible associates through our equity incentive programs.

Business Conduct and Ethics

We are dedicated to conducting our business consistent with the highest standards of business ethics. Our updated Code of Business Conduct and Ethics sets forth our standards and policies. We have adopted a supplier code of conduct that seeks to ensure that our suppliers operate within our required code of conduct. We provide code of conduct training so that our associates receive regular training and reminders about our standards. We also maintain an anti-discrimination and anti-harassment policy that includes mandatory harassment training for all managers. We do not tolerate any form of racism, sexism or injustice within our facilities or across our organization. If at any time an associate witnesses an action or situation that is contrary to our Code of Conduct or policies, they are encouraged to report it immediately. We provide an anonymous Ethics Helpline, which our compliance, legal and human resources teams monitor regularly. We take all complaints seriously, and evaluate all claims, conduct internal investigations, and implement appropriate remediation plans if necessary. The Company’s Audit Committee is routinely briefed on complaints received and has access to reports made through our Ethics Helpline.

We have also adopted a Human Rights Policy overseen by our Board of Directors (the “Board”), which outlines our commitment to the United Nations Universal Declaration of Human Rights, and a policy against modern slavery, ensuring transparency within our business.

REGULATORY MATTERS

Many laws and governmental regulations are applicable to our properties and changes in these laws and regulations, or interpretation of such laws and regulations by agencies and the courts, occur frequently.

Environmental Matters

Our properties are subject to a wide range of environmental laws and regulations in each of the locations in which we operate, and compliance with these requirements involves significant capital and operating costs. Failure to comply with these environmental requirements can result in civil or criminal fines or sanctions, claims for environmental damages, remediation obligations, revocation of environmental permits or restrictions on our operations. Future changes in environmental laws or in the interpretation of those laws, including stricter requirements affecting our operations, could result in increased capital and operating costs, which could

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materially and adversely affect our business, financial condition, liquidity, results of operations and, consequently, amounts available for distribution to our stockholders.

Food Safety Regulations

Most of our properties in the United States are subject to compliance with federal regulations regarding food safety. Under the Public Health Security and Bioterrorism Preparedness and Response Act of 2002, the United States Food and Drug Administration (the “FDA”), requires us to register all warehouses in which food is stored and further requires us to maintain records of sources and recipients of food for purposes of food recalls.

The Food Safety Modernization Act (the “FSMA”) significantly expanded the FDA’s authority over food safety, providing the FDA with tools to proactively ensure the safety of the entire food system, including hazard analysis and preventive controls requirements, food safety planning, requirements for sanitary transportation of food, and increased inspections and mandatory food recalls under certain circumstances. The most significant rule under the FSMA which impacts our business is the Current Good Manufacturing Practice and Hazard Analysis and Risk-Based Preventive Controls for Human Food rule. This rule requires a food facility to establish a food safety system that includes an analysis of hazards and the implementation of risk-based preventive controls, among other steps. This is in addition to requirements that we satisfy existing Good Manufacturing Practices with respect to the holding of foods, as set forth in FDA regulations. The United States Department of Agriculture (the “USDA”) also grants to some of our warehouses “ID status,” which entitles us to handle products of the USDA. Any products destined for export must also satisfy the applicable export requirements. As a result of the regulatory framework from the FDA, the USDA and other local regulatory requirements, we subject our warehouses to periodic food safety audits which are for the most part carried out by a recognized global, third-party provider of such audits. In addition to meeting any applicable food safety, food facility registration and record-keeping requirements, our customers often require us to perform food safety audits.

To the extent we fail to comply with existing food safety regulations or contractual obligations, or are required to comply with new regulations or obligations in the future, it could adversely affect our business, financial condition, liquidity, results of operations and prospects, as well as the amount of funds available for distribution to our stockholders.

Occupational Safety and Health Act

Our properties in the U.S. are subject to regulation under Occupational Safety and Health Act of 1970 (“OSHA”), which requires employers to provide associates with a safe work environment free from hazards, such as exposure to toxic chemicals, excessive noise levels, mechanical dangers, heat or cold stress and unsanitary conditions. In addition, due to the amount of ammonia stored at some of our facilities, we are also subject to compliance with OSHA’s Process Safety Management of Highly Hazardous Chemicals standard and OSHA’s ongoing National Emphasis Program related to potential releases of highly hazardous chemicals. 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.

International Regulations

Our international facilities are subject to many local laws and regulations which govern a wide range of matters, including food safety, building, environmental, health and safety, hazardous substances, waste minimization, as well as specific requirements for the storage of meat, dairy products, fish, poultry, agricultural and other products.

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Any products destined for export must also satisfy the applicable export requirements. A failure to comply with, or the cost of complying with, these laws and regulations could materially adversely affect our business, financial condition, liquidity, results of operations and prospects and, consequently the amounts available for distribution to our stockholders.

Global Sustainability and Regulatory Matters

CSRD and CSDDD in the European Union

The European Union's Corporate Sustainability Reporting Directive (“CSRD”) mandates providing standardized disclosures on social and environmental issues. The Corporate Sustainability Due Diligence Directive (“CSDDD”) also establishes a framework for identifying and mitigating environmental and human rights impacts throughout our supply chain. Following the "Omnibus" changes in late 2025, CSDDD deployment for large companies meeting certain turnover and employment thresholds is set to begin in 2028/2029. We continue to monitor how these directives are being translated into national laws in the EU Member States where we do business.

United States

In the United States, we monitor California's climate disclosure laws, notably Senate Bills 253 and 261. These laws require reporting greenhouse gas emissions (Scopes 1, 2, and 3) and the financial risks associated with climate change. We also monitor new laws that may be enacted in other states, such as New York and Illinois, that advance comparable corporate responsibility standards. These state-level requirements complement evolving federal disclosure regulations and must be coordinated to ensure consistent reporting.

Australia, New Zealand, and Canada

In 2025, our business in Australia is required to begin complying with mandatory climate-related financial disclosure rules. New Zealand and Canada have also established standard reporting requirements for large federally regulated businesses. These requirements are largely aligned with the IFRS Sustainability Disclosure Standards (S1 and S2).

Compliance and Operational Impact

Following these rules across several jurisdictions requires investing in data infrastructure and internal controls. These rules may increase our administrative costs.

INSURANCE COVERAGE

We carry comprehensive general liability, fire, extended coverage, business interruption, umbrella liability and environmental coverage on all of our properties with limits of liability which we deem adequate. We are insured against the risk of direct physical damage in amounts we believe to be adequate to reimburse us on a replacement basis for costs incurred to repair or rebuild each property, including loss of business profits during the reconstruction period. We also carry coverage for customers’ products in our warehouses that are damaged due to our negligence. The cost of all such insurance is passed through to customers as part of their regular rates for storage and handling.

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We are self-insured for workers’ compensation and health insurance under a large-deductible program, meaning that we have accrued liabilities in amounts that we consider appropriate to cover losses in these areas. In addition, we maintain excess loss coverage to insure against losses in excess of the reserves that we have established for these claims in amounts that we consider appropriate.

We do not carry insurance for generally uninsured losses such as loss from riots or war; however, we do include coverage for risks across all programs for acts of terrorism. We carry earthquake insurance on our properties in areas known to be seismically active and flood insurance on our properties in areas known to be flood zones, in an amount and with deductibles which we believe are commercially reasonable. We also carry insurance coverage relating to cybersecurity incidents commensurate with the size and nature of our operations.