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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025


o			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 001-42191

___________________________________

Lineage, Inc.

(Exact name of registrant as specified in its charter)

___________________________________


Maryland						82-1271188
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

46500 Humboldt Drive, Novi, Michigan						48377
(Address of Principal Executive Offices)						(Zip Code)

(800) 678-7271

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
Common stock, par value $0.01 per share	LINE	Nasdaq Global Select Market

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. Yes x No o

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 period that the registrant was required to submit such files). Yes x No o

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.

Large accelerated filer

Accelerated filer

Non-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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

As of July 31, 2025, the registrant had outstanding 228,767,627 shares of common stock.

Table of Contents


			Page
Forward-Looking Statements			2
Part I - Financial Information			4
Item 1. Financial Statements			4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			45
Item 3. Quantitative and Qualitative Disclosures About Market Risk			76
Item 4. Controls and Procedures			76
Part II - Other Information			78
Item 1. Legal Proceedings			78
Item 1A. Risk Factors			78
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			78
Item 3. Defaults Upon Senior Securities			78
Item 4. Mine Safety Disclosures			78
Item 5. Other Information			79
Item 6. Exhibits			80
Signatures			82

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. In particular, statements pertaining to our business and growth strategies, investment and development activities and trends in our business, contain forward-looking statements. When used in this Quarterly Report on Form 10-Q, the words “estimate,” “anticipate,” “expect,” “believe,” “intend,” “may,” “will,” “could,” “should,” “would,” “seek,” “position,” “support,” “drive,” “enable,” “optimistic,” “target,” “opportunity,” “approximately” or “plan,” or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters are intended to identify forward-looking statements. You can also identify forward-looking statements by discussions of strategy, plans, or intentions of management.

Forward-looking statements involve numerous risks and uncertainties, and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data, or methods that may be incorrect or imprecise, and we may not be able to realize them. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

•general business and economic conditions;

•continued volatility and uncertainty in the credit markets and broader financial markets, including potential fluctuations in the Consumer Price Index and changes in foreign currency exchange rates;

•the impact of tariffs and global trade disruptions on us and our customers;

•other risks inherent in the real estate business, including customer defaults, potential liability related to environmental matters, illiquidity of real estate investments and potential damages from natural disasters;

•the availability of suitable acquisitions and our ability to acquire properties or businesses on favorable terms;

•our success in implementing our business strategy and our ability to identify, underwrite, finance, consummate, integrate and manage diversifying acquisitions or investments;

•our ability to meet budgeted or stabilized returns on our development and expansion projects within expected time frames, or at all;

•our ability to manage our expanded operations, including expansion into new markets or business lines;

•our failure to realize the intended benefits from, or disruptions to our plans and operations or unknown or contingent liabilities related to, our recent and future acquisitions and greenfield developments;

•our failure to successfully integrate and operate acquired or developed properties or businesses;

•our ability to renew significant customer contracts;

•the impact of supply chain disruptions, including the impact on labor availability, raw material availability, manufacturing and food production, and transportation;

•difficulties managing an international business and acquiring or operating properties in foreign jurisdictions and unfamiliar metropolitan areas;

•changes in political conditions, geopolitical turmoil, political instability, civil disturbances, restrictive governmental actions or nationalization in the countries in which we operate;

•the degree and nature of our competition;

•our failure to generate sufficient cash flows to service our outstanding indebtedness;

•our ability to access debt and equity capital markets;

•continued volatility in interest rates;

•increased power, labor, or construction costs;

•changes in consumer demand or preferences for products we store in our warehouses;

•decreased storage rates or increased vacancy rates;

•labor shortages or our inability to attract and retain talent;

•changes in, or the failure or inability to comply with, government regulation;

•a failure of our information technology systems, systems conversions and integrations, cybersecurity attacks or a breach of our information security systems, networks, or processes;

•our failure to maintain our status as a real estate investment trust (“REIT”) for U.S. federal income tax purposes;

•changes in local, state, federal, and international laws and regulations, including related to taxation, tariffs, real estate and zoning laws, and increases in real property tax rates;

•the impact of any financial, accounting, legal, tax, or regulatory issues or litigation that may affect us; and

•additional factors discussed in the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in this Quarterly Report on Form 10-Q, any subsequent filings with the Securities and Exchange Commission, and in the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in our most recent Annual Report on Form 10-K.

You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date such statements are made. While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We undertake no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect the occurrence of unanticipated events, except as required by law. In light of these risks and uncertainties, the forward-looking events discussed in this Quarterly Report on Form 10-Q might not occur as described, or at all.

Certain Terms Used in this Quarterly Report

Unless otherwise specified or required by the context, references in this Quarterly Report to “we,” “our,” “us,” “Lineage,” or the “Company” refer to Lineage, Inc., a Maryland corporation, and its consolidated subsidiaries. References herein to “our operating partnership” mean, prior to its conversion to a Maryland limited partnership in connection with the formation transactions, Lineage OP, LLC, a Delaware limited liability company, and after such conversion, Lineage OP, LP, a Maryland limited partnership. Lineage OP, LP, is our direct subsidiary and is managed by us.

In general, references to “Bay Grove” herein are to Bay Grove Capital Group LLC (“BG Capital”), a private owner-operator firm founded by our Co-Executive Chairmen, and its affiliated entities, including Bay Grove Management Company, LLC (“Bay Grove Management”) and Bay Grove Capital LLC (“Bay Grove Capital”), but excluding BGLH and the Co-Executive Chairmen. In general, references to “BGLH” are to BG Lineage Holdings, LLC, and its subsidiary BG Lineage Holdings LHR, LLC, (“LHR”). BG Capital is the managing member of Bay Grove Capital and Bay Grove Management, which is the managing member of BGLH. Our Co-Executive Chairmen, Adam Forste and Kevin Marchetti, are the managing members of BG Capital. BG Capital is also the managing member of BG Maverick, LLC (“BG Maverick”) and BG Cold, LLC (“BG Cold”).

Part I - Financial Information

Item 1. Financial Statements

LINEAGE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except par values)


	June 30,		December 31,
	2025		2024
	(Unaudited)
Assets
Current assets:
Cash, cash equivalents, and restricted cash	$	82	$	175
Accounts receivable, net	891		826
Inventories	174		187
Prepaid expenses and other current assets	201		97
Total current assets	1,348		1,285
Non-current assets:
Property, plant, and equipment, net	11,323		10,627
Finance lease right-of-use assets, net	1,143		1,254
Operating lease right-of-use assets, net	625		627
Equity method investments	133		124
Goodwill	3,505		3,338
Other intangible assets, net	1,150		1,127
Other assets	217		279
Total assets	$	19,444	$	18,661
Liabilities, Redeemable Noncontrolling Interests, and Equity
Current liabilities:
Accounts payable and accrued liabilities	$	1,160	$	1,220
Accrued dividends and distributions	135		134
Deferred revenue	83		83
Current portion of long-term debt, net	32		56
Total current liabilities	1,410		1,493
Non-current liabilities:
Long-term finance lease obligations	1,239		1,249
Long-term operating lease obligations	605		605
Deferred income tax liability	328		304
Long-term debt, net	5,735		4,906
Other long-term liabilities	461		410
Total liabilities	9,778		8,967
Commitments and contingencies (Note 17)
Redeemable noncontrolling interests	7		43
Stockholders’ equity:
Common stock, $0.01 par value per share – 500 authorized shares; 229 and 228 issued and outstanding at June 30, 2025 and December 31, 2024, respectively	2		2
Additional paid-in capital - common stock	10,817		10,764
Retained earnings (accumulated deficit)	(2,103)		(1,855)
Accumulated other comprehensive income (loss)	(79)		(273)
Total stockholders’ equity	8,637		8,638
Noncontrolling interests	1,022		1,013
Total equity	9,659		9,651
Total liabilities, redeemable noncontrolling interests, and equity	$	19,444	$	18,661

See accompanying notes to condensed consolidated financial statements.

LINEAGE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(in millions, except per share amounts)


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
	(Unaudited)
Net revenues	$	1,350	$	1,338	$	2,642	$	2,666
Cost of operations	920		891		1,796		1,775
General and administrative expense	143		127		297		251
Depreciation expense	170		164		328		322
Amortization expense	54		55		108		108
Acquisition, transaction, and other expense	37		12		52		20
Restructuring, impairment, and (gain) loss on disposals	3		15		(18)		15
Total operating expense	1,327		1,264		2,563		2,491
Income from operations	23		74		79		175
Other income (expense):
Equity income (loss), net of tax	3		(1)		(1)		(3)
Gain (loss) on foreign currency transactions, net	26		2		42		(9)
Interest expense, net	(67)		(148)		(127)		(287)
Gain (loss) on extinguishment of debt	—		—		—		(7)
Other nonoperating income (expense), net	1		—		1		—
Total other income (expense), net	(37)		(147)		(85)		(306)
Net income (loss) before income taxes	(14)		(73)		(6)		(131)
Income tax expense (benefit)	(7)		7		1		(3)
Net income (loss)	(7)		(80)		(7)		(128)
Less: Net income (loss) attributable to noncontrolling interests	(1)		(12)		(1)		(20)
Net income (loss) attributable to Lineage, Inc.	(6)		(68)		(6)		(108)

Other comprehensive income (loss), net of tax:
Unrealized gain (loss) on foreign currency hedges and interest rate hedges	(14)		(13)		(31)		(10)
Foreign currency translation adjustments	184		(12)		248		(86)
Comprehensive income (loss)	163		(105)		210		(224)
Less: Comprehensive income (loss) attributable to noncontrolling interests	17		(15)		22		(31)
Comprehensive income (loss) attributable to Lineage, Inc.	$	146	$	(90)	$	188	$	(193)

Basic earnings (loss) per share	$	(0.03)	$	(0.46)	$	(0.02)	$	(0.73)
Diluted earnings (loss) per share	$	(0.03)	$	(0.46)	$	(0.02)	$	(0.73)

Weighted average common shares outstanding:
Basic	229		162		228		162
Diluted	229		162		228		162

See accompanying notes to condensed consolidated financial statements.

LINEAGE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY (Unaudited)

(in millions)


			Common Stock
	Redeemable noncontrolling interests		Number of shares	Amount at par value		Additional paid-in capital		Series A preferred stock		Retained earnings (accumulated deficit)		Accumulated other comprehensive income (loss)		Noncontrolling interests		Total equity
Balance as of December 31, 2023	$	349	162	$	2	$	5,961	$	1	$	(879)	$	(34)	$	622	$	5,673



Distributions	(1)		—	—		—		—		—		—		(12)		(12)


Stock-based compensation	—		—	—		3		—		—		—		2		5
Other comprehensive income (loss)	—		—	—		—		—		—		(63)		(8)		(71)



Redemption of redeemable noncontrolling interests	(6)		—	—		—		—		—		—		—		—
Redemption of common stock	—		—	—		(25)		—		—		—		—		(25)
Expiration of redemption option	(92)		—	—		65		—		—		—		27		92


Redeemable noncontrolling interest redemption value adjustment	6		—	—		(6)		—		—		—		—		(6)
Net income (loss)	—		—	—		—		—		(40)		—		(8)		(48)
Reallocation of noncontrolling interests	—		—	—		(7)		—		—		—		7		—
Balance as of March 31, 2024	256		162	2		5,991		1		(919)		(97)		630		5,608
Common stock issuances, net of equity raise costs	—		—	—		1		—		—		—		—		1


Distributions	—		—	—		—		—		—		—		(12)		(12)


Stock-based compensation	—		—	—		4		—		—		—		2		6
Other comprehensive income (loss)	—		—	—		—		—		—		(22)		(3)		(25)







Redeemable noncontrolling interest redemption value adjustment	4		—	—		(4)		—		—		—		—		(4)
Accretion of redeemable noncontrolling interests	2		—	—		(2)		—		—		—		—		(2)
Net income (loss)	—		—	—		—		—		(68)		—		(12)		(80)
Reallocation of noncontrolling interests	—		—	—		(9)		—		—		—		9		—
Balance as of June 30, 2024	$	262	162	$	2	$	5,981	$	1	$	(987)	$	(119)	$	614	$	5,492

See accompanying notes to condensed consolidated financial statements.

LINEAGE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY (Unaudited)

(in millions, except per share amounts)


			Common Stock
	Redeemable noncontrolling interests		Number of shares	Amount at par value		Additional paid-in capital		Retained earnings (accumulated deficit)		Accumulated other comprehensive income (loss)		Noncontrolling interests		Total equity
Balance as of December 31, 2024	$	43	228	$	2	$	10,764	$	(1,855)	$	(273)	$	1,013	$	9,651



Dividends ($0.53 per common share) and other distributions ($0.53 per OP Unit and OPEU)	—		—	—		—		(121)		—		(14)		(135)


Stock-based compensation	—		—	—		19		—		—		21		40

Other comprehensive income (loss)	—		—	—		—		—		42		5		47








Redeemable noncontrolling interest redemption value adjustment	(2)		—	—		2		—		—		—		2
Net income (loss)	—		—	—		—		—		—		—		—
Reallocation of noncontrolling interests	—		—	—		6		—		—		(6)		—
Balance as of March 31, 2025	41		228	2		10,791		(1,976)		(231)		1,019		9,605



Dividends ($0.53 per common share) and other distributions ($0.53 per OP Unit and OPEU)	—		—	—		—		(121)		—		(13)		(134)


Stock-based compensation	—		1	—		22		—		—		7		29
Withholding of common stock for employee taxes	—		—	—		(10)		—		—		—		(10)
Other comprehensive income (loss)	—		—	—		—		—		152		18		170



Redemption of redeemable noncontrolling interests	(28)		—	—		—		—		—		—		—

Expiration of redemption option	(6)		—	—		—		—		—		6		6



Net income (loss)	—		—	—		—		(6)		—		(1)		(7)
Reallocation of noncontrolling interests	—		—	—		7		—		—		(7)		—
OP Units reclassification	—		—	—		7		—		—		(7)		—
Balance as of June 30, 2025	$	7	229	$	2	$	10,817	$	(2,103)	$	(79)	$	1,022	$	9,659

See accompanying notes to condensed consolidated financial statements.

LINEAGE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)


	Six Months Ended June 30,
	2025		2024
	(Unaudited)
Cash flows from operating activities:
Net income (loss)	$	(7)	$	(128)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Provision for credit losses	2		2
Impairment of long-lived and intangible assets	1		29
Gain on insurance recovery	(40)		(23)
Depreciation and amortization	436		430
(Gain) loss on extinguishment of debt, net	—		7
Amortization of deferred financing costs, discount, and above/below market debt	5		12
Stock-based compensation	69		11
(Gain) loss on foreign currency transactions, net	(42)		9
Deferred income tax	(9)		(24)


Put Options fair value adjustment	28		—

Other operating activities	1		10
Changes in operating assets and liabilities (excluding effects of acquisitions):
Accounts receivable	(36)		(18)
Prepaid expenses, other assets, and other long-term liabilities	(24)		(24)
Inventories	15		(3)
Accounts payable and accrued liabilities and deferred revenue	(6)		(37)
Right-of-use assets and lease obligations	4		7
Net cash provided by operating activities	397		260
Cash flows from investing activities:
Acquisitions, net of cash acquired	(439)		(73)

Purchase of property, plant, and equipment	(314)		(333)
Proceeds from sale of assets	6		5
Proceeds from insurance recovery on impaired long-lived assets	38		—
Investments in Emergent Cold LatAm Holdings, LLC	(7)		(13)
Proceeds from repayment of notes by related parties	—		15
Other investing activity	(2)		1
Net cash used in investing activities	(718)		(398)
Cash flows from financing activities:


Dividends and other distributions	(268)		(123)
Redemption of redeemable noncontrolling interests	(28)		(6)
Repurchase of common shares for employee income taxes on stock-based compensation	(10)		—

Financing fees	(5)		(44)
Proceeds from long-term debt, net of discount	495		2,481
Repayments of long-term debt and finance leases	(156)		(3,341)
Payment of deferred and contingent consideration liabilities	(3)		(16)
Borrowings on revolving line of credit	1,442		2,358
Repayments on revolving line of credit	(1,238)		(1,127)

Redemption of common stock	—		(25)


Other financing activity	(3)		(13)
Net cash provided by financing activities	226		144
Impact of foreign exchange rates on cash, cash equivalents, and restricted cash	2		(1)
Net increase (decrease) in cash, cash equivalents, and restricted cash	(93)		5
Cash, cash equivalents, and restricted cash at the beginning of the period	175		71
Cash, cash equivalents, and restricted cash at the end of the period	$	82	$	76

LINEAGE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)


	Six Months Ended June 30,
	2025		2024
	(Unaudited)

Supplemental disclosures of cash flow information:
Cash paid for taxes, net of refunds	$	15	$	28
Cash paid for interest, net of capitalized interest	$	153	$	319
Noncash activities:
Purchases of property, plant, and equipment in Accounts payable and accrued liabilities	$	83	$	87

Accrued dividends, distributions, and dividend equivalents	$	136	$	11







Assets acquired through exercise of a purchase option in a finance lease	$	96	$	—

See accompanying notes to condensed consolidated financial statements.

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

Table of Contents for Notes to Condensed consolidated financial statements


Note		Page
Note 1	Significant accounting policies and practices	11
Note 2	Capital structure and noncontrolling interests	13
Note 3	Revenue	22
Note 4	Business combinations and asset acquisitions	22

Note 5	Property, plant, and equipment	24
Note 6	Goodwill and other intangible assets, net	25

Note 7	Prepaid expenses and other current assets	25
Note 8	Income taxes	26
Note 9	Debt	26
Note 10	Derivative instruments and hedging activities	29
Note 11	Interest expense	31
Note 12	Fair value measurements	31
Note 13	Leases	32


Note 14	Other long-term liabilities	34
Note 15	Stock-based compensation	34
Note 16	Related-party balances	37
Note 17	Commitments and contingencies	38
Note 18	Accumulated other comprehensive income (loss)	40
Note 19	Earnings (loss) per share	41
Note 20	Segment information	42
Note 21	Subsequent e vents	44

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

(1)Significant accounting policies and practices

(a)Nature of operations

Lineage, Inc. together with its subsidiaries (individually or collectively as the context requires, the “Company”) is a global temperature-controlled warehouse real estate investment trust (“REIT”) with a modern and strategically located network of temperature-controlled warehouses. The Company offers a broad range of essential warehousing services and integrated solutions for a variety of customers with complex requirements in the food supply chain. The Company's primary business is temperature-controlled warehousing, and the Company owns and operates the majority of its facilities. The Company provides customers with storage space, as well as handling and other warehousing services. The Company may rent to a customer an entire warehouse, a set amount of reserved space in a warehouse for a set term, or non-exclusive space in a warehouse pursuant to a storage agreement. In addition, the Company operates several critical and value-add temperature-controlled business lines within its integrated solutions business, including, among others, transportation and refrigerated rail car leasing. Lineage Logistics Holdings, LLC (“LLH”) is the Company’s principal operating subsidiary. Bay Grove Management Company, LLC (“Bay Grove Management”), an affiliate of Bay Grove Capital, LLC (“Bay Grove Capital”), provides LLH operating support pursuant to a transition services agreement. As of the date of these financial statements, the majority of the outstanding common shares of the Company were held by BG Lineage Holdings, LLC, a Delaware limited liability company. The Company is the general partner of Lineage OP, LP, formerly known as Lineage OP, LLC (“Lineage OP” or the “Operating Partnership”) and owns a controlling financial interest in Lineage OP.

(b)Basis of presentation and principles of consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with the accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These financial statements include all adjustments, which consist of normal, recurring adjustments and transactions or events discretely impacting the interim periods, considered necessary for a fair statement of the financial position, results of operations, and cash flows of the Company. Certain prior period amounts have been reclassified to conform to current period presentation. The accompanying condensed consolidated financial statements include the accounts of Lineage, Inc. consolidated with the accounts of all subsidiaries and affiliates in which the Company holds a controlling financial interest as of the financial statement date. The operating results for the interim periods ended June 30, 2025 and 2024 are not necessarily indicative of results for the full year and should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in its Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”).

The Company consolidates a voting interest entity (“VOE”) in which it has a controlling financial interest and a variable interest entity (“VIE”) if it possesses both the power to direct the activities of the VIE that most significantly affect its economic performance, and (a) is obligated to absorb the losses that could be significant to the VIE or (b) holds the right to receive benefits from the VIE that could be significant to the VIE. As of June 30, 2025 and December 31, 2024, the Company did not have any VIEs.

(c)Use of estimates in preparation of financial statements

The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the financial statement date and the reported amounts of revenues and expenses during the period. The Company bases its estimates on various factors and information which may include, but are not limited to, history and prior experience, expected future results, new related events, and economic conditions, which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from the estimates used in preparing the Company’s condensed consolidated financial statements.

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

(d)Restricted cash

The Company has classified certain cash balances as restricted cash pursuant to workers’ compensation insurance policies and debt agreements. As of June 30, 2025 and December 31, 2024, restricted cash was $1 million and $2 million, respectively, and is presented in Cash, cash equivalents, and restricted cash in the condensed consolidated balance sheets.

(e)Accounts receivable

Accounts receivable are recorded at the invoiced amount and are stated net of estimated allowances for credit losses. The Company’s allowance for credit losses was $10 million as of both June 30, 2025 and December 31, 2024.

(f)Investments in partially owned nonconsolidated entities

The Company accounts for its investments in partially owned entities where the Company does not have a controlling interest but has significant influence using the equity method of accounting, under which the net income of the entity is recognized in income and presented in Equity method investments in the condensed consolidated balance sheets. Allocations of profits and losses are made per the terms of the organizational documents. The Company’s ownership percentages in such entities range from 8.8% to 50.0%.

The Company has committed to invest up to a total of $108 million in its equity method investment Emergent Cold LatAm Holdings, LLC (“LatAm”). The Company has invested a total of $97 million as of June 30, 2025, of which the Company invested $7 million during the six months ended June 30, 2025, and $8 million and $13 million during the three and six months ended June 30, 2024, respectively. No amounts were invested during the three months ended June 30, 2025. The Company has an option to purchase the remaining equity interests in LatAm during a period beginning on the third anniversary and expiring on the sixth anniversary of its initial investment date, which was July 2021. As of June 30, 2025, the Company has not exercised this option.

The Company has interests in partially owned entities where the Company does not have a controlling interest or significant influence. These investments do not have readily determinable fair values, and the Company has elected the measurement alternative to measure these investments at cost less impairment, adjusted by observable price changes, with any fair value changes recognized in earnings. Refer to Note 12, Fair value measurements for additional information. As of June 30, 2025 and December 31, 2024, the carrying amount of these investments was $32 million and $29 million, respectively, and is presented in Other assets in the condensed consolidated balance sheets.

(g)Recently adopted accounting pronouncements

In March 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-01, Compensation — Stock Compensation (Topic 718): Scope Application of Profits Interests and Similar Awards. This ASU clarifies the application of Accounting Standards Codification (“ASC”) 718, Compensation — Stock Compensation, to profits interests and similar instruments by providing illustrative examples of the proper accounting for such awards. The ASU does not contain changes to the application of the previously existing accounting guidance. The Company adopted this ASU on January 1, 2025. The adoption did not have an effect on the Company’s condensed consolidated financial statements because the Company’s historical accounting for profits interests and similar instruments conforms to the clarified guidance.

(h)Recently issued accounting pronouncements not yet adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU amends existing income tax disclosure guidance, primarily requiring more detailed disclosure for income taxes paid and the effective tax rate reconciliation. This ASU is effective for annual periods beginning after December 15, 2024 and interim periods beginning after December 15, 2025. The Company expects the adoption of this ASU will result in additional disclosures but will not impact its consolidated financial statements.

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU enhances disclosures about a public business entity’s expenses and requires more detailed information about the types of expenses that are included in certain expense captions in the consolidated financial statements. Additionally, in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements.

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. This ASU provides updated guidance on identifying the accounting acquirer when a business combination involves a variable interest entity that also meets the definition of a business, and the transaction is affected primarily by exchanging equity interests. The updates in this ASU are effective for all entities for annual reporting periods beginning after December 15, 2026 and interim reporting periods within those annual reporting periods. The Company does not expect this ASU to have a material impact on its consolidated financial statements.

In May 2025, the FASB issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer. This ASU clarifies how to account for share-based payments under ASC 606 and ASC 718. The ASU is effective for all entities for annual reporting periods beginning after December 15, 2026 and interim reporting periods within those annual reporting periods. The Company does not expect this ASU to have a material impact on its consolidated financial statements.

(2)Capital structure and noncontrolling interests

Lineage, Inc. capital structure

(a)Common Stock

Lineage, Inc. has one class of common stock. Each share of common stock entitles the holder to one vote on matters submitted to a vote of the shareholders. Holders of common stock have the right to receive any dividend declared by the Company.

Lineage, Inc. is authorized to issue up to 500,000,000 common shares with a par value of $0.01 per share. As of June 30, 2025 and December 31, 2024, there were 228,717,652 and 228,191,656 common shares issued and outstanding, respectively.

During the six months ended June 30, 2024, the Company repurchased shares of its common stock as authorized by its Board of Directors (“Board”). No shares were repurchased during the three and six months ended June 30, 2025 or during the three months ended June 30, 2024. Any repurchased shares are constructively retired and returned to an unissued status. The following table provides the number of shares repurchased, average price paid per share, and total amount paid for share repurchases for the six months ended June 30, 2024, excluding repurchases related to the withholding of common stock for employee taxes related to vested stock-based compensation arrangements described below:


Total number of shares repurchased	254,680
Average price paid per share	$	98.37
Total consideration paid for share repurchases (in millions)	$	25

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

Operating Partnership capital structure

The Operating Partnership’s capital structure as of June 30, 2025 and December 31, 2024 was as follows:


	June 30, 2025	December 31, 2024
Partnership common units owned by Lineage, Inc.	228,717,652	228,191,656
Partnership common units owned by Non-Company LPs	789,649	984,089
Legacy Class A OP Units and Legacy Class B OP Units owned by Non-Company LPs	21,029,599	20,929,599
Redeemable Legacy Class A OP Units owned by Non-Company LPs	—	319,006
LTIP Units held by Non-Company LPs	3,611,143	2,995,153
Total	254,148,043	253,419,503

Noncontrolling interest in the Operating Partnership relates to the interest in the Operating Partnership owned by investors other than Lineage, Inc. The Company accounts for the partnership common units, Legacy Class A OP Units, and Legacy Class B OP Units (the Legacy Class A OP Units and Legacy Class B OP Units, together the “Legacy OP Units”), and LTIP Units held by investors in Lineage OP other than Lineage, Inc. (“Non-Company LPs”) and BG Cold, an affiliate of Bay Grove Management, based on their relative ownership percentage of the Operating Partnership. Each time the ownership percentage of the Operating Partnership held by Non-Company LPs and BG Cold changes, the Company records an adjustment to Noncontrolling interests with a corresponding adjustment in Additional paid-in capital - common stock to appropriately reflect the new ownership percentage and to reflect the Non-Company LPs’ and BG Cold’s share of all capital contributed to the Operating Partnership. All activity related to these interests held by Non-Company LPs is included within Noncontrolling interests in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity.

(b)Noncontrolling Interest in Operating Partnership - Partnership common units

Partnership common units include all Operating Partnership capital interests not designated as another class of units in the Operating Partnership’s Agreement of Limited Partnership (the “Operating Partnership Agreement”). Lineage, Inc. holds all partnership common units with the exception of those held by Non-Company LPs. Partnership common units held by Non-Company LPs represent a noncontrolling interest in the Operating Partnership and are included in Noncontrolling interests in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity. 194,440 partnership common units held by Non-Company LPs were exchanged for an equivalent number of shares of Lineage, Inc. common stock during the three and six months ended June 30, 2025.

(c)Noncontrolling Interest in Operating Partnership - Legacy Class A OP Units, Legacy Class B OP Units, Class A, Class B, and Class C units

Prior to the Company’s initial public offering (“IPO”), which closed on July 26, 2024, Non-Company LPs held certain Class A and Class B units in the Operating Partnership. These units were reclassified into Legacy OP Units as part of certain changes the Company effectuated in its capital structure in connection with the IPO (the “Formation Transactions”). Class A and Class B units were both voting capital interests in the Operating Partnership and were similar to each other in all material respects, except that Class A units held by Non-Company LPs bore a Founders Equity Share (as described below) payable to Class C unit holders, whereas Class B units did not. BG Cold held all outstanding Class C units of the Operating Partnership. Class C units provided BG Cold the right to receive a percentage distribution (“Founders Equity Share”) upon certain distributions made to Non-Company LPs who held Class A units of the Operating Partnership. Class C units also received a distribution upon certain repurchases and redemptions of Class A units of the Operating Partnership held by Non-Company LPs. On a quarterly basis, BG Cold also received an advance distribution (“Advance Distribution”) against its future Founders Equity Share based on a formulaic amount of all capital contributed to the Operating Partnership after August 3, 2020. This Advance Distribution was an advance on the

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

Class C Founders Equity Share to be paid upon the sale, redemption, liquidation of, or other distributions to, Class A units and would offset subsequent Class C unit Founders Equity Share distributions paid in conjunction with a hypothetical sale, redemption, liquidation, or other distribution.

BG Cold received a total of $12 million and $23 million in Advance Distributions during the three and six months ended June 30, 2024, respectively. Advance Distributions were only payable for the period through the date of the IPO.

Legacy OP Units are generally not redeemable for cash or other consideration but can be reclassified into an equal number of partnership common units at any time at the discretion of BG Lineage Holdings LHR, LLC, which serves as the representative of all Legacy OP Units. No Legacy OP Units were reclassified into partnership common units during the six months ended June 30, 2025.

(d)Noncontrolling Interest in Operating Partnership - LTIP Units

The Company grants interests in the Operating Partnership to certain members of management in the form of LTIP Units. LTIP Units are a form of voting interest in the Operating Partnership which may be subject to vesting requirements. Both vested and unvested LTIP Units are accounted for as Noncontrolling interests in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity.

Vested LTIP Units may be convertible into partnership common units. LTIP Units are only eligible to be converted into partnership common units if the capital account balance of the LTIP unitholder with respect to such LTIP Units is at least equal to Lineage, Inc.’s capital account balance with respect to an equal number of partnership common units, subject to certain adjustments (“capital account equivalence”). Once the LTIP Units have reached capital account equivalence and become vested, they may be converted into partnership common units on a one-for-one basis. Partnership common units obtained after conversion from the LTIP Units are redeemable in exchange for, at the Company’s option, cash per unit equal to the market price per share of the Company’s common stock at the time of redemption or for shares of the Company’s common stock on a one-for-one basis, in each case subject to certain adjustments. Partnership common units obtained after conversion from LTIP Units may not be redeemed until the 18 month anniversary of the date that the LTIP Units were originally granted (or such longer period as may be provided in the applicable LTIP Unit award agreement).

(e)Redeemable Noncontrolling Interests - Operating Partnership Units

Certain Operating Partnership units held by Non-Company LPs are redeemable at the greater of a fixed redemption amount or fair value if certain liquidation events do not occur. Each reporting period, the Company accretes the changes in the redemption value of the redeemable noncontrolling interest over the period of issuance to the earliest redemption date and records an adjustment if the accreted redemption value is greater than the ASC 810 carrying value. The Company’s adjustments are recorded to Additional paid-in capital - common stock in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity because the Company is in an accumulated deficit position. These adjustments to equity are not a component of net income (loss), however, they are accounted for in the Company’s calculations of earnings (loss) per share (“EPS”) as disclosed in Note 19, Earnings (loss) per share.

In connection with the acquisition of MTC Logistics Holdings, LLC and certain real property (together with its subsidiaries, “MTC Logistics”) in 2022, the Company issued 319,006 Class A Units of the Operating Partnership with special redemption rights to the sellers of MTC Logistics. In connection with the IPO, the units were reclassified into Legacy Class A-4 OP units with similar redemption rights. These redemption rights, which had to be exercised between March 1, 2025 and April 15, 2025, allowed such holders of Legacy Class A-4 OP units to (1) redeem any or all of the Legacy Class A-4 OP units at a guaranteed floor or (2) receive a one-time top-up paid in cash or through the issuance of new Legacy Class A-4 OP units (or any combination of cash and units) in the amount by which the guaranteed minimum value exceeds the fair market value of the Legacy Class A-4 OP units (after adjusting for prior distributions on the Legacy Class A-4 OP units).

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

The holder of these units notified the Company of its intent to exercise its redemption rights for 219,006 units in exchange for total cash proceeds of $23 million and waive its redemption rights for the remaining 100,000 units, with a one-time top-up of $5 million paid in cash in relation to these remaining units. The holder’s election became irrevocable on April 15, 2025. As such, during the three months ended June 30, 2025, the Company repurchased 219,006 units of redeemable noncontrolling interest, paying $28 million to the holder, and reclassified the remaining 100,000 units to noncontrolling interests in the Operating Partnership.

In connection with the acquisition of Cherry Hill Joliet, LLC, 279 Marquette Drive, LLC, Joliet Cold Storage, LLC, and Bolingbrook Cold Storage, LLC (collectively, “JCS”) in 2021, the Company issued 941,176 Class A units of the Operating Partnership with special redemption rights to the sellers of JCS. On February 1, 2024, one of the holders of these units elected to exercise their redemption rights for 61,593 units in exchange for total proceeds of $6 million. As a result of the partial redemption, BG Cold received a distribution of $1 million in respect of Founders Equity Share. The holders waived their redemption rights for their remaining 879,583 units, and the units remained outstanding, which resulted in a reclassification of the redeemable noncontrolling interest to noncontrolling interest in the Operating Partnership. The difference between the carrying value of the redeemable noncontrolling interest and the ASC 810 carrying value for the remaining noncontrolling interest was recognized in Additional paid-in capital - common stock in the condensed consolidated statements of redeemable noncontrolling interests and equity for the six months ended June 30, 2024.

LLH Capital Structure

The Operating Partnership owns substantially all outstanding equity interests of LLH except for those held by BG Maverick. Prior to the IPO and Formation Transactions, LLH MGMT Profits, LLC (“LLH MGMT”) and LLH MGMT Profits II, LLC (“LLH MGMT II”) also held equity interests in LLH. The equity interests held by BG Maverick, LLH MGMT, and LLH MGMT II are accounted for as Noncontrolling interests in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity.

(f)OPEUs

Operating Partnership Equivalent Units (“OPEUs”) are a voting capital interest in LLH which are similar in all material respects to the common units of LLH held by the Operating Partnership. At any time beginning after July 24, 2026, any holder of OPEUs may require that the Operating Partnership exchange the OPEUs for partnership common units on a one-for-one basis. OPEUs are recorded as Noncontrolling interests in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity based on their relative ownership in LLH.

As of June 30, 2025, there were 1,461,148 OPEUs outstanding, which represents 0.6% ownership in LLH.

Other Noncontrolling interests

Certain subsidiaries of LLH have also issued equity interests to third parties. All of these equity interests are accounted for as Noncontrolling interests in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity.

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

(g)Noncontrolling Interests in Other Consolidated Subsidiaries

Noncontrolling interests in Other Consolidated Subsidiaries include entities other than the Operating Partnership in which the Company has a controlling interest but which are not wholly owned by the Company. Third parties own the following interests in the below Other Consolidated Subsidiaries:


	June 30, 2025		December 31, 2024
Cool Port Oakland Holdings, LLC	13.3	%	13.3	%
Lineage Jiuheng Logistics (HK) Group Company Ltd.	40.0	%	40.0	%
Kloosterboer BLG Coldstore GmbH	49.0	%	49.0	%
Turvo India Pvt. Ltd.	1.0	%	1.0	%

In addition to the third-party interests detailed above, Noncontrolling interests in Other Consolidated Subsidiaries also include Series A Preferred shares issued by each of the Company’s REIT subsidiaries to third-party investors. The Company’s REIT subsidiaries had an aggregate amount of 373 Series A Preferred shares held by third parties outstanding as of both June 30, 2025 and December 31, 2024.

(h)Convertible Redeemable Noncontrolling Interests - Kloosterboer Preference Shares

In 2021, the Company issued non-voting preferred equity instruments (“Preference Shares”) to the seller (the “Co-Investor”) in connection with the Company’s acquisition of Kloosterboer Group B.V. and its subsidiaries (“Kloosterboer”). As of both June 30, 2025 and December 31, 2024, there were 2,214,553 Preference Shares outstanding. Upon completion of the IPO, the Preference Shares were reclassified in the condensed consolidated balance sheets from Redeemable noncontrolling interests to Other long-term liabilities based on the fair value of the liability at the time of reclassification. See Note 14, Other long-term liabilities for their carrying value. During the three and six months ended June 30, 2024, the Company recorded net redeemable noncontrolling interest adjustments, representing the effect of foreign currency on the carrying amount and accrued dividends payable.

(i)Redeemable Noncontrolling Interests - Operating Subsidiaries

In August 2023, the Company acquired a 75.0% ownership in Ha Noi Steel Pipe Joint Stock Company (“SK Logistics”). On each of September 30, 2025 and September 30, 2026, the noncontrolling shareholders have the right to sell the remaining 25.0% of SK Logistics to the Company at a formulaic price based on certain financial metrics of SK Logistics in the preceding calendar year. This right expires, if not exercised, on September 30, 2026.

The noncontrolling shareholders’ interests in SK Logistics are presented within Redeemable noncontrolling interests in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity. The Company accretes the changes in the redemption value of the redeemable noncontrolling interests over the period of issuance to the earliest redemption date and, if necessary, records an adjustment to the redeemable noncontrolling interests. The Company’s adjustments are recorded to Additional paid-in capital - common stock in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity. In accordance with ASC 810, the value is adjusted to reflect the lower of the redemption value or the ASC 810 value, which represents the floor. During six months ended June 30, 2025, previously recorded accretion of $4 million was reversed to reflect a decline in redemption value to its ASC 810 value.

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

Below is a summary of all activity for the Company’s redeemable noncontrolling interests, which are discussed in further detail above.


(in millions)	Redeemable Noncontrolling Interests - Operating Partnership Units		Convertible Redeemable Noncontrolling Interests - Preference Shares		Redeemable Noncontrolling Interest - Operating Subsidiaries		Total Redeemable Noncontrolling Interests
Balance as of December 31, 2023	$	120	$	221	$	8	$	349


Distributions	(1)		—		—		(1)




Redemption of redeemable noncontrolling interests	(6)		—		—		(6)


Expiration of redemption option	(92)		—		—		(92)

Redeemable noncontrolling interest redemption value adjustment	6		—		—		6



Balance as of March 31, 2024	27		221		8		256











Redeemable noncontrolling interest redemption value adjustment	—		4		—		4
Accretion of redeemable noncontrolling interests	1		—		1		2


Balance as of June 30, 2024	$	28	$	225	$	9	$	262


(in millions)	Redeemable Noncontrolling Interests - Operating Partnership Units		Convertible Redeemable Noncontrolling Interests - Preference Shares		Redeemable Noncontrolling Interest - Operating Subsidiaries		Total Redeemable Noncontrolling Interests
Balance as of December 31, 2024	$	32	$	—	$	11	$	43












Redeemable noncontrolling interest redemption value adjustment	2		—		(4)		(2)


Balance as of March 31, 2025	34		—		7		41








Redemption of redeemable noncontrolling interests	(28)		—		—		(28)

Expiration of redemption option	(6)		—		—		(6)




Balance as of June 30, 2025	$	—	$	—	$	7	$	7

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

Below is a summary of all activity for the Company’s noncontrolling interests, which are discussed in further detail above.


(in millions)	Operating Partnership Units		Noncontrolling Interests in Other Consolidated Subsidiaries		Management Profits Interests Class C Units		Total Noncontrolling Interests
Balance as of December 31, 2023	$	598	$	15	$	9	$	622


Distributions	(11)		(1)		—		(12)

Stock-based compensation	—		—		2		2
Other comprehensive income (loss)	(8)		—		—		(8)




Expiration of redemption option	27		—		—		27


Net income (loss)	(5)		1		(4)		(8)
Reallocation of noncontrolling interests	7		—		—		7
Balance as of March 31, 2024	608		15		7		630


Distributions	(12)		—		—		(12)

Stock-based compensation	—		—		2		2
Other comprehensive income (loss)	(3)		—		—		(3)







Net income (loss)	(8)		—		(4)		(12)
Reallocation of noncontrolling interests	9		—		—		9
Balance as of June 30, 2024	$	594	$	15	$	5	$	614


(in millions)	Operating Partnership Units		Noncontrolling Interests in Other Consolidated Subsidiaries		Noncontrolling Interest in Other Consolidated Subsidiaries - OPEU		Total Noncontrolling Interests
Balance as of December 31, 2024	$	944	$	14	$	55	$	1,013


Distributions	(13)		—		(1)		(14)

Stock-based compensation	21		—		—		21
Other comprehensive income (loss)	5		—		—		5








Reallocation of noncontrolling interests	(6)		—		—		(6)
Balance as of March 31, 2025	951		14		54		1,019


Distributions	(12)		—		(1)		(13)

Stock-based compensation	7		—		—		7
Other comprehensive income (loss)	17		—		1		18




Expiration of redemption option	6		—		—		6


Net income (loss)	(1)		—		—		(1)
Reallocation of noncontrolling interests	(7)		—		—		(7)
OP Units reclassification	(7)		—		—		(7)
Balance as of June 30, 2025	$	954	$	14	$	54	$	1,022

In the tables above, for the period after the IPO and Formation Transactions, Operating Partnership Units include Partnership common units held by Non-Company LPs, Legacy OP Units held by Non-Company LPs, and LTIP Units held by Non-Company LPs. For the period before the IPO and Formation Transactions, Operating Partnership Units include Class A, Class B, and Class C units of the Operating Partnership held by Non-Company LPs.

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

Dividends and Distributions

The following table summarizes dividends declared to common stockholders during the current period and dividends accrued as of December 31, 2024.


Quarter Ended	Record Date	Payment Date	Dividend per Common Share		Dividend Payment (in millions)

December 31, 2024	December 31, 2024	January 21, 2025	$	0.5275	$	120
March 31, 2025	March 31, 2025	April 21, 2025	$	0.5275	$	120
June 30, 2025	June 30, 2025	July 21, 2025	$	0.5275	$	121

Concurrently with the declaration of the dividend on common stock, Lineage, Inc., as general partner of the Operating Partnership, authorized the Operating Partnership to make distributions to the holders of partnership common units, Legacy OP Units, and LTIP Units. The Operating Partnership also makes tax payments on behalf of its partners, which constitute additional insignificant distributions. The Operating Partnership, as managing member of LLH, authorized LLH to make distributions to the holders of common units in LLH and OPEUs. Additionally, restricted stock units (“RSUs”) accrue dividend equivalents as the Company declares dividends on its common stock, and upon the vesting of the RSUs, the plan participant receives the dividend payment.

In the condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024, all unpaid dividend and distribution amounts which will be paid within one year are included in Accrued dividends and distributions, and all unpaid dividend and distribution amounts which will be paid in more than one year are included within Other long-term liabilities. The only amounts which will be payable in more than one year are those payable with respect to dividend equivalents for RSUs which vest in more than one year.

Put Options

In connection with the Formation Transactions, the Company executed a put option agreement, which provides special redemption rights and top-up rights, each as defined below, that mirror the rights of certain classes of BGLH equity interests (the “Put Options”). Pursuant to the Put Options, BGLH has the right to either:

–Distribute, in various installments from September 2024 through December 2025 (the “Put Option Exercise Window”) up to 2,036,738 shares of the Company’s common stock held by BGLH to certain holders of BGLH equity interests, and these holders then have the individual right to cause the Company to purchase any or all of these shares for an amount equal to a contractual guaranteed minimum price or, in some cases, if greater, the then-current fair market value of the shares of the Company’s common stock as of a specified date.

–In some cases, demand a top-up through a cash payment or through the issuance of additional shares of the Company’s common stock in exchange for no proceeds, or any combination thereof, in an amount equal to the amount by which the contractual guaranteed minimum price exceeds the then current fair market value of shares of the Company’s common stock at specified times during the Put Option Exercise Window.

The contractual guaranteed minimum price will be reduced by any distributions received by the holders of the BGLH equity interests, which are paid by BGLH using funds received by BGLH from payments of dividends by the Company. The Company has assessed the Put Options as freestanding financial instruments which are classified as liabilities under ASC 480, because the Put Options represent written put options on the Company’s common stock which may be net cash settled or net share settled. Upon the execution of the put option agreement, the Company recorded liabilities for the Put Options based on fair value, with an offsetting charge to Retained earnings (accumulated deficit) in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity during the year ended December 31, 2024. The associated liabilities are recorded in Accounts payable and accrued liabilities in the condensed consolidated balance sheets.

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

A summary of the outstanding Put Options, by Put Option Exercise Window, as of June 30, 2025 is as follows:


(in millions, except number of shares)	Shares subject to Put Option	Intrinsic Value		Maximum Redemption Value
June 1, 2025 to June 6, 2025	616,022	$	50	$	78
September 1, 2025 to September 8, 2025	1,058,328	78		125
October 3, 2025 to October 10, 2025	111,713	14		18
Total	1,786,063	$	142	$	221

In the table above, intrinsic value represents the amount that would be paid as of June 30, 2025 to settle the Put Option. Intrinsic value represents the excess of the contractual guaranteed minimum price over the fair market value of the Company’s common shares, each as defined in the put option agreement. The maximum redemption value represents the maximum amount that the Company could be required to pay to redeem the associated shares, assuming the Company’s common shares had a fair value of $0.

The Company calculates the fair value of the Put Options utilizing a Monte Carlo simulation to estimate the ultimate Company obligation during the Put Option Exercise Window. For each simulated path, the market price of the shares of the Company’s common stock relative to the contractual guaranteed minimum price is estimated during the Put Option Exercise Window, which determines the Company’s obligation under each Put Option. The fair value of the Put Options is the average discounted obligation across all simulation paths. The Company remeasures this liability at fair value on a recurring basis, and adjustments to the fair value are recorded within Acquisition, transaction, and other expense in the condensed consolidated statements of operations and comprehensive income (loss). The following table includes a rollforward of the Put Options classified as Level 3 in the fair value hierarchy.


(in millions)	Put Options
Balance as of December 31, 2024	$	107

Fair value adjustments	2

Balance as of March 31, 2025	109

Fair value adjustments	26
Unrealized foreign currency translation adjustment	7

Reclassification out of Level 3	(50)
Balance as of June 30, 2025	$	92

During the three months ended June 30, 2025, a Put Option with an Exercise Window of June 1, 2025 to June 6, 2025 was exercised. As such, the related liability was reclassified out of Level 3 fair value hierarchy to Level 1, as it is based on known inputs, including the market price of the shares of the Company’s common stock. This Put Option settled on August 5, 2025. As a result of the settlement, the Company made a cash payment of $78 million, $50 million of which represents the excess of the repurchase proceeds over the fair market value of the Company’s common shares and is a reduction to the Put Option liability.

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

(3)Revenue

The following table disaggregates the Company’s net revenues by major stream and reportable segment.


	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2025		2024		2025		2024
Warehousing operations	$	855	$	866	$	1,698	$	1,738
Warehouse lease revenues	83		69		151		136
Managed services	27		26		54		51
Other	5		5		11		10
Total Global Warehousing	970		966		1,914		1,935

Transportation	198		205		386		409
Food sales	61		60		105		108
Redistribution revenues	59		51		113		99
E-commerce and other	44		38		87		78
Railcar lease revenues	18		18		37		37
Total Global Integrated Solutions	380		372		728		731
Total net revenues	$	1,350	$	1,338	$	2,642	$	2,666

The Company has no material warranties or obligations for allowances, refunds, or other similar obligations. As a practical expedient, the Company does not assess whether a contract has a significant financing component, as the period between the transfer of service to the customer and the receipt of customer payment is less than a year.

As of June 30, 2025, the Company had $1,203 million 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 19.2% of these remaining performance obligations as revenue over the next 12 months and the remaining 80.8% to be recognized over a weighted average period of 9.2 years through 2043.

Accounts receivable balances related to contracts with customers were $775 million and $719 million as of June 30, 2025 and December 31, 2024, respectively.

Deferred revenue balances related to contracts with customers were $81 million as of both June 30, 2025 and December 31, 2024. Substantially all revenue that was included in the deferred revenue balance at the beginning of 2025 has been recognized as of June 30, 2025 and represents revenue from the satisfaction of storage and handling services billed in advance.

(4)Business combinations and asset acquisitions

2025 Business Combinations

The following acquisitions took place during the six months ended June 30, 2025. The initial accounting for these business combinations has been completed on a preliminary basis. The primary areas of acquisition accounting that are not yet finalized relate to the valuation of all acquired real estate assets, intangible assets, and related income tax assets and liabilities and opening net working capital. The Company’s estimates and assumptions are subject to change during the measurement period, not to exceed one year from the acquisition date, and actual values may materially differ from the preliminary estimates. The Company’s condensed consolidated statements of operations and comprehensive income (loss), redeemable noncontrolling interests and equity, and cash flows include the results of operations for these acquired businesses since the date of acquisition, which were not material. Pro forma results of operations have not been presented

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

because those effects of 2025 acquisitions, individually and in the aggregate, were not material to the Company’s consolidated results of operations.

The following table summarizes the total consideration and the estimated fair value of the assets acquired and liabilities assumed for business combinations made by the Company in the current period, inclusive of any measurement period adjustments.


(in millions)	Bellingham Cold Storage		Other
Fair value of consideration transferred
Cash consideration (1)	$	118	$	60


Total consideration	$	118	$	60

Recognized amounts of identifiable assets acquired and liabilities assumed
Cash and cash equivalents	$	6	$	1
Accounts receivable, net, prepaid expenses, and other current assets	3		1
Property, plant, and equipment	102		47
Right-of-use assets and other non-current assets	10		1
Customer relationships (included in other intangible assets)	11		5
Accounts payable, accrued liabilities, and other current liabilities	(5)		(1)
Lease obligations and other non-current liabilities	(11)		—
Deferred income tax liabilities	—		(3)

Total identified net assets	$	116	$	51

Goodwill	$	2	$	9

(1) Cash consideration includes an estimated favorable adjustment for closing net working capital which had not yet been paid out to the Company as of June 30, 2025, offset by contingent consideration, which was immaterial.

(a)Bellingham Cold Storage

On April 1, 2025, the Company purchased three warehouse campuses of Bellingham Cold Storage (“BCS”) through an asset purchase agreement. BCS is a leading provider of temperature-controlled warehousing and logistics solutions. The acquisition of the BCS assets allows the Company to expand its warehousing network in the Pacific Northwest and adds a footprint at the Port of Bellingham.

The goodwill associated with this acquisition is primarily attributable to the synergies and strategic benefits of strengthening the Company’s warehousing network offerings in the region and was allocated to the Company’s Global Warehousing segment. The goodwill for income tax purposes is immaterial.

(b)Other

During the six months ended June 30, 2025, the Company completed other business combinations to expand the Company’s growth and strengthen the Company’s warehousing network in Canada and Norway. The goodwill associated with these acquisitions is primarily attributable to the synergies and strategic benefits provided by the expansion of the Company’s offerings in those regions and was allocated to the Company’s Global Warehousing segment.

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

2025 Real Estate Acquisitions

(a)Houston, Texas purchase option

On September 27, 2024, the Company provided notice to the lessor of its intention to exercise a purchase option contained in the lease agreement. The purchase option was executed in April 2025 for $90 million.

(b)Tyson Foods

In April 2025, the Company entered into an agreement to acquire four cold storage warehouses and other related assets from Tyson Foods for $256 million in cash, which closed on June 2, 2025. Additionally, concurrently with the closing of this transaction, the Company entered into an agreement to design, build, and operate two fully automated cold storage warehouses, with Tyson Foods as the anchor customer. The Company expects to incur costs of at least $740 million to construct these new warehouses.

Updates Relating to Prior Period Acquisitions

(a)On August 2, 2022, the Company acquired all the outstanding equity interests of VersaCold GP Inc., 1309266 BC ULC and VersaCold Acquireco, L.P. and its subsidiaries, including the operating entity VersaCold Logistics Services (collectively “VersaCold”). Included in cash consideration transferred was a liability assumed by the Company to be paid to the Canadian Revenue Agency (“CRA”) on behalf of the sellers. The Company paid $11 million to the CRA during the three months ended June 30, 2024. The amount owed to the CRA was $4 million as of June 30, 2025 and December 31, 2024.

(5)Property, plant, and equipment

Property, plant, and equipment, net consists of the following:


(in millions)	June 30, 2025		December 31, 2024		Estimated Useful Life (Years)
Buildings, building improvements, and refrigeration equipment	$	9,414	$	8,759	1 — 40
Land and land improvements	1,661		1,530		15 — Indefinite
Machinery and equipment	1,669		1,578		5 — 20
Railcars	549		549		7 — 50
Furniture, fixtures, equipment, and software	734		669		1 — 7
Gross property, plant, and equipment	14,027		13,085
Less accumulated depreciation	(3,223)		(2,854)
Construction in progress	519		396
Property, plant, and equipment, net	$	11,323	$	10,627

For the six months ended June 30, 2025, the Company recorded impairment charges of $1 million. No impairment charges were recorded for the three months ended June 30, 2025. For the three and six months ended June 30, 2024, the Company recorded impairment charges of $29 million, $24 million of which was related to losses from the warehouse fire in Kennewick, Washington (refer to Note 17, Commitments and contingencies for details). Impairment charges are included in Restructuring, impairment, and (gain) loss on disposals in the condensed consolidated statements of operations and comprehensive income (loss).

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

(6)Goodwill and other intangible assets, net

Changes in the carrying amount of goodwill for each reportable segment for the six months ended June 30, 2025 are as follows:


(in millions)	Global Warehousing		Global Integrated Solutions		Total




Balance as of December 31, 2024	$	2,704	$	634	$	3,338
Goodwill acquired	11		—		11
Measurement period adjustments (1)	1		—		1
Foreign currency translation and other	134		21		155
Balance as of June 30, 2025	$	2,850	$	655	$	3,505

(1) Primarily related to ColdPoint Logistics Warehouse, LLC and ColdPoint Logistics Real Estate, LLC (collectively referred to as “ColdPoint Logistics”).

The following are the Company’s total other intangible assets as of:


	June 30, 2025						December 31, 2024
(in millions)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Useful Life (Years)
Customer relationships	$	1,512	$	(465)	$	1,047	$	1,445	$	(418)	$	1,027	5 - 28
In-place leases	88		(21)		67		89		(21)		68		4 - 31
Technology	32		(10)		22		32		(8)		24		10
Trade names	9		(7)		2		9		(7)		2		1 - 15
Other	28		(16)		12		18		(12)		6		3 - 17
Other intangible assets	$	1,669	$	(519)	$	1,150	$	1,593	$	(466)	$	1,127

During the three and six months ended June 30, 2025, the Company derecognized fully-amortized intangible assets and the associated accumulated amortization totaling $9 million and $21 million, respectively. During the three and six months ended June 30, 2024, the Company derecognized fully-amortized intangible assets and associated accumulated amortization totaling $5 million and $20 million, respectively.

Customer relationships and other intangible assets acquired during the six months ended June 30, 2025 have a weighted-average amortization period of 10 years and 3 years, respectively.

(7)Prepaid expenses and other current assets


(in millions)	June 30, 2025		December 31, 2024
Prepaid expenses	$	99	$	58

Current interest rate derivative assets	36		—
Other current assets	66		39
Prepaid expenses and other current assets	$	201	$	97

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

(8)Income taxes

The Company’s provision for income taxes is based upon an estimated annual tax rate for the year applied to U.S. federal, U.S. state, and foreign income. Significant discrete items that are not consistent from period to period are recorded to Income tax expense (benefit) in the quarter in which they occur.

The Company’s effective tax rate for the three and six months ended June 30, 2025 was 50.0% and (16.7%), respectively. The Company’s effective tax rate for the three and six months ended June 30, 2024 was (9.6%) and 2.3%, respectively. The annual effective tax rates differ from the U.S. statutory rate primarily due to the Company’s status as a REIT for U.S. federal income tax purposes, variations in tax rates applicable to foreign income, the generation of income tax credits, and the impact of nondeductible expenses, including stock-based compensation and interest expense.

(9)Debt


(in millions)	June 30, 2025		December 31, 2024
Unsecured credit facilities	$	3,001	$	2,772
Senior unsecured notes	1,778		1,665
5.25% Notes	500		—
Secured debt	498		522
Unsecured term loans	15		17
Total debt	5,792		4,976
Less current portion long-term debt	(32)		(56)
Less deferred financing costs	(17)		(13)
Less discount on debt issued	(5)		—
Less below-market debt	(4)		(4)
Plus above-market debt	1		3
Total long-term debt, net	$	5,735	$	4,906

(a)Unsecured Credit Facilities

i.Credit Agreement - Revolving Credit Facility and Term Loan A

Originally entered into on December 22, 2020, and subsequently amended, the Company has an unsecured revolving credit and term loan agreement (collectively, the “Credit Agreement”) consisting of a multi-currency revolving credit facility (the “Revolving Credit Facility” or “RCF”) and a USD denominated term loan (the “Term Loan A” or “TLA”) with various lenders.

Effective February 15, 2024, the Company amended and restated the Credit Agreement increasing the Company’s borrowing capacity under the existing Revolving Credit Facility from $2,625 million to $3,500 million and decreasing the total commitment under the Term Loan A from $1,875 million to $1,000 million. This pay down of $875 million on the Term Loan A was completed using funds available on the Revolving Credit Facility.

In connection with the February 2024 refinancing of the Credit Agreement, the Company incurred total fees and expenses of $34 million, of which $31 million was capitalized as deferred financing costs, $2 million was recognized as an immediate loss on extinguishment of debt, and $1 million was recognized in General and administrative expense as third-party costs related to a debt modification. Of the capitalized $31 million in deferred financing costs, $26 million related to the Revolving Credit Facility and $5 million related to the Term Loan A, which are presented in Other assets and Long-term debt, net, respectively, in the condensed consolidated balance sheets. In addition, the Company recognized an additional $5 million in loss on extinguishment of debt related to unamortized deferred financing costs for the portions of the Credit Agreement determined to be extinguished.

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

The following table provides the details of the Credit Agreement:


	June 30, 2025				December 31, 2024
(in millions)	Contractual Interest Rate (1)	Borrowing Currency Amount	Carrying Amount (USD)		Contractual Interest Rate (1)	Borrowing Currency Amount	Carrying Amount (USD)
Term Loan A
USD	SOFR+0.93%	1,000	$	1,000	SOFR+0.93%	1,000	$	1,000
Revolving Credit Facility
USD	SOFR+0.93%	1,665	1,665		SOFR+0.93%	1,535	1,535
EUR	EURIBOR+0.93%	86	101		EURIBOR+0.93%	55	57
AUD	BBSW+0.93%	126	82		BBSW+0.93%	126	78
NZD	BKBM+0.93%	124	75		BKBM+0.93%	106	60
DKK	CIBOR+0.93%	310	49		CIBOR+0.93%	250	35
NOK	NIBOR+0.93%	150	15		NIBOR+0.93%	—	—
CAD	CORRA+0.93%	20	14		CORRA+0.93%	10	7
Total Revolving Credit Facility			$	2,001			$	1,772

(1) SOFR = for purpose of the above instruments, the term “SOFR” refers to the Term Secured Overnight Financing Rate plus 0.1% (or “Adjusted Term SOFR”), CORRA = Canadian Overnight Repo Rate Average, BBSW = Bank Bill Swap Rate, EURIBOR = Euro Interbank Offered Rate, CIBOR = Copenhagen Interbank Offered Rate, BKBM = Bank Bill Reference Rate, NIBOR = Norwegian Interbank Offered Rate.

There were $65 million in letters of credit issued on the Company’s Revolving Credit Facility as of June 30, 2025 and $66 million as of December 31, 2024.

ii.Delayed-draw term loan facility

On February 15, 2024, the Company entered into an unsecured delayed-draw term loan facility (“DDTL”) with a borrowing capacity of up to $2,400 million. On April 9, 2024, the Company drew $2,400 million under the DDTL and used the proceeds to pay off the remaining outstanding adjustable rate multi-property loan CMBS 4 (“CMBS 4”). On July 26, 2024, the Company used a portion of the net proceeds from the IPO to repay in full the remaining outstanding DDTL principal balance.

(b)Senior Unsecured Notes

On August 20, 2021, and on August 15, 2022, the Company issued a series of fixed-rate guaranteed, senior unsecured notes with various maturities pursuant to a private placement financing (“Senior Unsecured Notes”). Interest on these notes is due semi-annually in August and February.

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

The table below summarizes the balances and terms of the Senior Unsecured Notes:


(in millions, except interest rates)	Borrowing Currency Amount	Interest rate	Maturity date	June 30, 2025		December 31, 2024
Series A Senior Notes	$300	2.22%	8/20/2026	$	300	$	300
Series B Senior Notes	$375	2.52%	8/20/2028	375		375
Series C Senior Notes	€128	0.89%	8/20/2026	150		133
Series D Senior Notes	€251	1.26%	8/20/2031	294		262
Series E Senior Notes	£145	1.98%	8/20/2026	199		182
Series F Senior Notes	£130	2.13%	8/20/2028	178		163
Series G Senior Notes	€80	3.33%	8/20/2027	94		83
Series H Senior Notes	€110	3.54%	8/20/2029	129		115
Series I Senior Notes	€50	3.74%	8/20/2032	59		52
Total Senior Unsecured Notes				$	1,778	$	1,665

On June 17, 2025, the Operating Partnership issued $500 million aggregate principal amount of senior notes due July 15, 2030 (the “5.25% Notes”). The 5.25% Notes are fully and unconditionally guaranteed by Lineage, Inc., Lineage Logistics Holdings, LLC, and certain other subsidiaries of the Company that guarantee or are otherwise obligated in respect of the Credit Agreement (other than the Operating Partnership and any excluded subsidiaries). The 5.25% Notes bear interest at a rate of 5.25% per year, and interest is payable on January 15 and July 15 of each year, commencing January 15, 2026. The 5.25% Notes were issued at 98.991% of par. Total debt discount of $5 million and debt issuance costs of $5 million related to the 5.25% Notes were recorded in Long-term debt, net in the condensed consolidated balance sheets as of June 30, 2025.

The Operating Partnership may redeem the 5.25% Notes in whole or in part, at any time and from time to time, prior to June 15, 2030, at the Operating Partnership’s option and sole discretion, at a redemption price equal to the greater of: (i) the sum of the present values of the remaining scheduled payments of principal and interest thereon (as calculated pursuant to the terms of the indenture governing the 5.25% Notes); and (ii) 100% of the principal amount of the notes being redeemed, plus, in either case, accrued and unpaid interest thereon to, but excluding, the redemption date. On or after June 15, 2030, the Operating Partnership may redeem the 5.25% Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 5.25% Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date.

The 5.25% Notes require that the Operating Partnership maintain total unencumbered assets of not less than 150% of the aggregate principal amount of all outstanding unsecured debt of the Operating Partnership and its subsidiaries, as determined on a consolidated basis. The 5.25% Notes also contain certain financial covenants required, including:

•A maximum total indebtedness to total assets ratio of less than 0.60 to 1.00

•A maximum total secured indebtedness to total assets ratio of less than 0.40 to 1.00; and

•A minimum interest coverage ratio of not less than 1.50 to 1.00.

The Company was in compliance with all financial covenants as of June 30, 2025.

(d)Secured Debt

As of June 30, 2025, the total balance of $498 million was comprised of three secured promissory notes with MetLife Real Estate Lending LLC (the “Metlife Real Estate Notes”) totaling $471 million (due in 2026, 2028, and 2029) and $27 million of other fixed-rate real estate and equipment secured financing agreements with various lenders maturing between 2025 and 2034. One of the Metlife Real Estate Notes is set to mature in January 2026 and continues to be

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

presented in long-term debt on the condensed consolidated balance sheets, as the Company has the intent and ability to refinance the obligation on a long-term basis prior to its maturity using the RCF capacity. As of December 31, 2024, the total Secured Debt balance of $522 million was comprised of the Metlife Real Estate Notes totaling $472 million (due in 2026, 2028, and 2029) and $50 million of other fixed-rate real estate and equipment secured financing agreements with various lenders maturing between 2025 and 2034. These debt instruments are secured by various assets specific to the underlying agreement. During the six months ended June 30, 2024, the Company had the following secured debt pay down and refinancing arrangements:

i.Adjustable rate multi-property loan CMBS 4

On May 9, 2019, the Company entered into CMBS 4 with Column Financial, Inc., Bank of America, N.A., and Morgan Stanley Bank, N.A. in the aggregate amount of $2,350 million. On April 9, 2024, the Company fully paid the remaining outstanding CMBS 4 principal balance of $2,344 million, along with $14 million in accrued interest and fees.

ii.MetLife Real Estate Lending LLC - Cool Port Oakland

On March 25, 2019, the Company entered into a loan agreement with MetLife Real Estate Lending LLC in the amount of $81 million. On February 6, 2024, the Company entered into a new $81 million loan agreement with MetLife Real Estate Lending LLC, designed as a refinancing arrangement, with a maturity date of March 5, 2029. This agreement enabled the Company to fully pay the outstanding balloon payment of $77 million associated with the previous loan due to mature on March 25, 2024. After the repayment, debt issuance fees, and other closing costs, the Company received net cash proceeds of $4 million.

(e)Unsecured term loans

As of June 30, 2025 and December 31, 2024, the total balance of $15 million and $17 million, respectively, was comprised of euro denominated borrowings the Company assumed as part of a prior acquisition.

(f)Deferred financing costs

During the three and six months ended June 30, 2025, the Company recognized amortization of deferred financing costs recorded to Interest expense, net of $3 million and $6 million, respectively. During the three and six months ended June 30, 2024, the Company recognized amortization of deferred financing costs recorded to Interest expense, net of $6 million and $11 million, respectively.

As of June 30, 2025 and December 31, 2024, the amount of unamortized deferred financing costs in Long-term debt, net within the condensed consolidated balance sheets was $17 million and $13 million, respectively. As of June 30, 2025 and December 31, 2024, the amount of unamortized deferred financing costs in Other assets in the condensed consolidated balance sheets was $25 million and $28 million, respectively.

(10)Derivative instruments and hedging activities

(a)Risk management objective of using derivatives

The Company manages certain economic risks, including interest rate, foreign currency, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its assets and liabilities and with the use of derivative financial instruments.

(b)Cash flow hedges of interest rate and foreign currency risk

The Company’s objectives in using interest rate derivatives are to manage its exposure to interest rate movements and to mitigate the potential volatility to interest expense. To accomplish this objective, the Company primarily uses interest rate swaps and caps as part of its interest rate risk management strategy. Interest rate swaps involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Interest rate caps involve the receipt of variable

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for a premium. The Company’s effective designated interest rate swaps and caps hedge variable-rate interest payments using a first payments approach. The first payments approach allows an entity to hedge interest payments on a designated principal amount, rather than a specific, named debt issuance.

In addition, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future cash amounts due to changes in foreign currency rates. The impacts of these foreign currency derivative instruments on the condensed consolidated financial statements of the Company are insignificant.

(c)Designated hedges - interest rate contracts

As of June 30, 2025, the Company had the following outstanding effective interest rate derivatives that were designated as cash flow hedging instruments.

Number of Instruments

Notional

Maturity Date

Interest rate derivatives:

(in millions)

Interest rate swap

USD

1,000

December 31, 2025

Interest rate cap

USD

1,500

January 9, 2026

Total

USD

2,500

The table below presents the effect of the Company’s interest rate derivatives that are designated as hedging instruments in the condensed consolidated statements of operations and comprehensive income (loss) (in millions). Gain (loss) reclassified from accumulated other comprehensive income (“AOCI”) into earnings for interest rate contracts is presented in Interest expense, net.


Interest Rate Derivatives in Cash Flow Hedging Relationships	Amount of Gain (Loss) Recognized in OCI on Derivatives				Amount of Gain (Loss) Reclassified from AOCI into Earnings
	Three Months Ended June 30,				Three Months Ended June 30,
	2025		2024		2025		2024

Included in effectiveness testing	$	3	$	11	$	19	$	25



Total	$	3	$	11	$	19	$	25


Interest Rate Derivatives in Cash Flow Hedging Relationships	Amount of Gain (Loss) Recognized in OCI on Derivatives				Amount of Gain (Loss) Reclassified from AOCI into Earnings
	Six Months Ended June 30,				Six Months Ended June 30,
	2025		2024			2025		2024

Included in effectiveness testing	$	4	$	43		$	38	$	51

Excluded from effectiveness testing and recognized in earnings based on an amortization approach	—		(3)			—		(1)

Total	$	4	$	40		$	38	$	50

The estimated net amount of existing gains (losses) that are reported in Accumulated other comprehensive income (loss) as of June 30, 2025 that is expected to be reclassified into earnings within the next 12 months is $36 million.

On June 30, 2025, the Company executed three forward-starting interest rate swaps with an aggregate notional amount of $750 million. The swaps have an effective date of January 9, 2026 and a maturity date of February 15, 2028. The swaps have fixed interest rates ranging from 3.19% to 3.20%. The Company has designated these swaps as an effective cash

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

flow hedge of the variable-rate exposure arising from the portion of the Revolving Credit Facility equal to the notional balance.

(d)Balance sheet presentation - interest rate contracts

The Company’s interest rate derivative contracts had a fair value of $36 million and $69 million as of June 30, 2025 and December 31, 2024, respectively, and were classified in Prepaid expenses and other current assets and Other assets, respectively, in the condensed consolidated balance sheets.

(11)Interest expense


	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2025		2024		2025		2024
Interest expense (1)	$	64	$	142	$	121	$	280
(Gain) loss on hedge instruments	(19)		(25)		(38)		(50)
Finance lease liabilities interest	22		23		46		46
Amortization of deferred financing costs and discount on debt	3		6		6		11
Capitalized interest	(4)		(2)		(7)		(4)
Interest income	(2)		(1)		(4)		(2)
Other financing fees	3		5		3		6
Interest expense, net	$	67	$	148	$	127	$	287

(1) During the three and six months ended June 30, 2025, the Company recognized $4 million and $7 million, respectively, of expense related to the Kloosterboer Preference Shares liability (see Note 2, Capital structure and noncontrolling interests).

(12)Fair value measurements

As of June 30, 2025 and December 31, 2024, the carrying amount of certain financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and accrued liabilities, were representative of their fair values due to the short-term maturity of these instruments.

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

The following table presents the fair value hierarchy levels of the Company’s assets and liabilities at fair value:


(in millions)	Fair Value Hierarchy	June 30, 2025		December 31, 2024
Measured at fair value on a recurring basis:
Interest rate derivative financial instrument assets	Level 2	$	36	$	69



Acquisition related contingent consideration	Level 3	$	14	$	13
Put options - exercised not settled (1)	Level 1	$	50	$	—
Put options - not exercised (1)	Level 3	$	92	$	107

Measured at fair value on a non-recurring basis:

Other investments (included in Other assets) (2)	Level 3	$	20	$	18

Disclosed at fair value:
Long-term debt (3)	Level 3	$	5,691	$	4,868
Kloosterboer Preference Shares (4)	Level 3	$	282	$	259

(1) For more details, refer to Note 2, Capital structure and noncontrolling interests, including the reclassification between levels.
(2) The investments in equity securities carried at fair value are subject to transfer restrictions and generally cannot be sold without consent.
(3) The carrying value of long-term debt is disclosed in Note 9, Debt.
(4) The carrying value of Kloosterboer Preference Shares is disclosed in Note 14, Other long-term liabilities.

In accordance with GAAP, the Company has elected to remeasure investments without readily determinable fair values only when an observable transaction occurs for an identical or similar investment of the same issuer. During the three and six months ended June 30, 2025 and 2024, the Company recorded immaterial non-recurring fair value adjustments within Other nonoperating income (expense), net in the condensed consolidated statements of operations and comprehensive income (loss) related to certain other investments without readily determinable fair values.

The Company’s long-term debt is reported at the aggregate principal amount less unamortized deferred financing costs and any above or below market adjustments (as required in purchase accounting) in the condensed consolidated balance sheets. For instruments with no prepayment option, the fair value is estimated utilizing a discounted cash flow model where the contractual cash flows (i.e., coupon and principal repayments) were discounted at a risk-adjusted yield reflective of both the time value of money and the credit risk inherent in each instrument. For instruments that include a prior-to-maturity prepayment option, the fair value is estimated using a Black-Derman-Toy lattice model. The inputs used to estimate the fair value of the Company’s debt instruments are comprised of Level 2 inputs, including risk-free interest rates, credit ratings, and financial metrics for comparable publicly listed companies, and Level 3 inputs, such as risk-adjusted credit spreads based on adjusted yields implied at issuance, and yield volatility (used for instruments with a prepayment option).

(13)Leases

The Company leases real estate, most significantly warehouses for use in operations, as well as equipment for use within owned and leased warehouses. The Company also leases vehicles, trailers, and other equipment. The Company has not pledged any assets as collateral related to the Company’s existing leases as of June 30, 2025 and December 31, 2024.

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

Right-of-use asset balances are as follows:


(in millions)	June 30, 2025		December 31, 2024
Finance lease right-of-use assets	$	1,638	$	1,706
Less: accumulated amortization	(495)		(452)
Finance lease right-of-use assets, net	$	1,143	$	1,254

Operating lease right-of-use assets	$	849	$	828
Less: accumulated amortization	(224)		(201)
Operating lease right-of-use assets, net	$	625	$	627

Lease liabilities are presented in the following line items in the condensed consolidated balance sheets:


	June 30, 2025				December 31, 2024
(in millions)	Finance Leases		Operating Leases		Finance Leases		Operating Leases
Accounts payable and accrued liabilities	$	79	$	53	$	165	$	50
Long-term finance lease obligations	1,239		—		1,249		—
Long-term operating lease obligations	—		605		—		605
Total lease obligations	$	1,318	$	658	$	1,414	$	655

Future minimum lease payments for each of the next five years and thereafter as of June 30, 2025 are as follows (in millions):


Years Ending December 31:	Finance Leases		Operating Leases
2025 (six months remaining)	$	83	$	48
2026	164		93
2027	158		91
2028	149		81
2029	148		72
2030 and thereafter	1,542		716
Total lease payments	2,244		1,101
Less imputed interest	(926)		(443)
Total lease obligations	$	1,318	$	658

Supplemental condensed consolidated balance sheets information related to leases is as follows:


	June 30,		December 31,
	2025		2024
Weighted average remaining lease term (in years):
Finance	15.2		14.5
Operating	16.3		15.9
Weighted average discount rate:
Finance	6.8	%	6.8	%
Operating	6.5	%	6.5	%

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

The components of lease expense are as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2025		2024		2025		2024
Finance lease cost:
Amortization of ROU assets	$	26	$	24	$	52	$	48
Interest on lease liabilities	22		23		46		46
Operating lease cost	26		29		52		58
Variable & short-term lease cost	9		10		20		19
Sublease income	(4)		(7)		(8)		(11)
Total lease cost	$	79	$	79	$	162	$	160

Supplemental cash flow information related to leases is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2025		2024		2025		2024
Cash paid for amounts included in the measurement of lease liability
Operating cash flows from finance leases	$	22	$	24	$	46	$	46
Finance cash flows from finance leases	$	107	$	18	$	128	$	32
Operating cash flows from operating leases	$	24	$	27	$	48	$	50
ROU assets obtained in exchange for lease obligations (excluding the effect of acquisitions)
Finance leases	$	3	$	22	$	9	$	37
Operating leases	$	1	$	8	$	6	$	12

(14)Other long-term liabilities


(in millions)	June 30, 2025		December 31, 2024
Kloosterboer Preference Shares	$	285	$	247
Sale leaseback financing obligations	66		62
Workers' compensation reserves (see Note 17, Commitments and contingencies)	36		35
Other liabilities	74		66
Total other long-term liabilities	$	461	$	410

(15)Stock-based compensation

Amended and Restated Lineage 2024 Incentive Award Plan

In July 2024, the Company’s pre-IPO Incentive Award Plan was amended and restated, creating the Amended and Restated Lineage 2024 Incentive Award Plan (the “2024 Plan”). The 2024 Plan is administered by certain committees of the Board (the “Plan Administrator”) and provides for the award of RSUs, performance share awards, LTIP Units, stock options, stock appreciation rights, restricted stock, stock payments, dividend equivalents, and other incentive awards, each as defined in the 2024 Plan, to eligible employees, consultants, and members of the Board (collectively, “Plan participants”).

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

(a)Restricted stock units

Certain Plan participants were granted awards of RSUs covering shares of the Company’s common stock. Certain RSUs contain only a service vesting condition (“time-based RSUs”) and certain RSUs contain vesting conditions based on service, Company performance, and market performance (“performance-based RSUs”).

On March 18, 2025, the Company granted new performance-based RSUs that will vest upon completion of the 2025 performance year based on the achievement of certain Earnings before interest, taxes, depreciation, and amortization (“EBITDA”) metrics, subject to continued service. The fair value of these awards granted was estimated to be equivalent to the close price of the Company’s stock on the grant date. The related stock-based compensation expense is based on the forecasted likelihood of achievement of the performance metrics (during the performance period) or the actual achievement of the performance metrics (at the completion of the performance period).

During the three months ended June 30, 2025, the Company granted employees stock-based compensation consisting of 1,467,453 RSUs with an approximate $81 million of expense to be recognized over the vesting term and 253,352 Performance-based RSUs with an approximate $14 million of expense to be recognized over the vesting term. These grants will generally vest over 3 years.

During the three months ended June 30, 2025, the Company reevaluated the likelihood of achieving certain performance conditions associated with outstanding performance-based RSU awards. Based on updated forecasts and performance results to date, management concluded that it is no longer probable that the applicable performance targets for Same Warehouse NOI Growth (“SS NOI Growth”) will be achieved by the end of the performance period for awards granted in 2024. As a result, during the three months ended June 30, 2025, the Company reversed previously recognized stock-based compensation expense of $1 million related to these awards.

If the performance conditions are later deemed probable of being achieved, compensation cost will be recognized prospectively over the remaining service period.

The following represents a summary of outstanding RSUs:


	Time-based RSUs	Weighted average grant date fair value per unit		Performance-based RSUs	Weighted average grant date fair value per unit
Unvested as of December 31, 2024	1,461,789	$	84.78	127,946	$	89.85
Awards granted	1,467,453	56.21		405,819	58.01
Awards vested	(506,864)	84.46		—	—
Awards forfeited	(171,596)	76.00		(5,649)	89.85
Unvested as of June 30, 2025	2,250,782	$	66.89	528,116	$	65.38

As of June 30, 2025, there was $125 million of unrecognized stock-based compensation expense related to unvested time-based RSUs that is expected to be recognized over a weighted-average period of 2.0 years.

As of June 30, 2025, there was $23 million of unrecognized stock-based compensation expense related to unvested performance-based RSUs that is expected to be recognized over a weighted-average period of 2.0 years.

(b)LTIP Units

LTIP Units are a class of partnership interests in the Operating Partnership which may be issued to eligible Plan participants for the performance of services to or for the benefit of the Company and Operating Partnership. Certain LTIP Units contain only a service vesting condition (“time-based LTIP Units”) and certain LTIP Units contain vesting conditions based on service, Company performance, and market performance (“performance-based LTIP Units”).

In April 2025, the Company granted employees stock-based compensation consisting 132,359 time-based LTIP Units with an approximate $7 million of expense to be recognized over the vesting term, and 466,557 performance-based LTIP

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

Units with an approximate $13 million of expense to be recognized over the vesting term. These grants will generally vest over 3 years.

Consistent with the performance-based RSUs, the Company reevaluated the likelihood of achieving certain performance conditions associated with outstanding performance-based LTIP awards and concluded that it is no longer probable that the applicable performance targets for SS NOI Growth will be achieved by the end of the performance period for awards granted in 2024. As a result, during the three months ended June 30, 2025, the Company reversed previously recognized stock-based compensation expense of $8 million related to these awards.

The following represents a summary of outstanding LTIP Units:


	Time-based LTIP Units	Weighted average grant date fair value per unit		Performance-based LTIP Units	Weighted average grant date fair value per unit
Unvested as of December 31, 2024	1,218,732	$	87.86	1,776,421	$	89.85
Awards granted	149,433	56.21		466,557	59.50
Awards vested	(406,238)	87.86		—	—

Unvested as of June 30, 2025	961,927	$	82.95	2,242,978	$	83.54

As of June 30, 2025, there was $70 million of unrecognized stock-based compensation cost related to unvested time-based LTIP Units that is expected to be recognized over a weighted-average period of 1.4 years.

As of June 30, 2025, there was $37 million of unrecognized stock-based compensation cost related to unvested performance-based LTIP Units that is expected to be recognized over a weighted-average period of 1.7 years.

Stock-Based Compensation Expense

The following table summarizes the Company’s stock-based compensation expense by line item in the condensed consolidated statements of operations and comprehensive income (loss):


	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2025		2024		2025		2024
Cost of operations	$	4	$	—	$	5	$	—
General and administrative expense	23		6		59		11
Acquisition, transaction, and other expense	2		—		5		—
Total stock-based compensation expense	$	29	$	6	$	69	$	11

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

The following table summarizes the Company’s stock-based compensation expense by award type:


	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2025		2024		2025		2024
Restricted Stock Units:
Time-based	$	19	$	1	$	35	$	1
Performance-based	3		—		5		—
LTIP Units:
Time-based	9		—		23		—
Performance-based	(2)		—		6		—

BGLH Restricted Class B units	—		3		—		6
Management Profits Interests Class C units	—		2		—		4

Total stock-based compensation expense	$	29	$	6	$	69	$	11

(16)Related-party balances

The Company pays Bay Grove Management a transition services fee and reimburses certain expenses pursuant to a transition services agreement executed in connection with the IPO, which replaced a previously existing operating services agreement. Pursuant to the operating services agreement, Bay Grove Management provided certain management and operating services to the Company, and the Company is working with Bay Grove Management to internalize these services with Bay Grove Management’s assistance under the terms of the transition services agreement. During the three and six months ended June 30, 2025, the Company recorded $3 million and $5 million, respectively, of expenses in General and administrative expense for transition and operating services and expense reimbursements. During the three and six months ended June 30, 2024, the Company recorded $3 million and $6 million, respectively, of expenses in General and administrative expense for transition and operating services and expense reimbursements. Accounts payable and accrued liabilities included $1 million in transition services fees and expenses owed to Bay Grove Management as of December 31, 2024. No such amounts were outstanding as of June 30, 2025.

As of June 30, 2025 and December 31, 2024, Accrued dividends and distributions included dividends declared to all equity holders, including related parties.

The Company owns an investment stake in suppliers that are accounted for under the equity method of accounting, creating related-party relationships. The Company incurred costs of $3 million with these suppliers for the six months ended June 30, 2025. An immaterial amount was incurred for the three months ended June 30, 2025. The Company incurred costs of $1 million and $3 million with these suppliers for the three and six months ended June 30, 2024, respectively. Accounts payable and accrued liabilities included $3 million owed to these suppliers as of June 30, 2025. No such payables were outstanding as of December 31, 2024.

As of June 30, 2025 and December 31, 2024, the Company had related-party receivables with minority interest partners and equity method investees of $1 million and $2 million, respectively. Related-party receivables are included in Accounts receivable, net in the condensed consolidated balance sheets. As of June 30, 2025 and December 31, 2024, the Company also had related-party payables of $2 million with minority interest partners. Related-party payables are included in Accounts payable and accrued liabilities in the condensed consolidated balance sheets.

In a prior period, the Operating Partnership issued notes to certain individual BGLH investors and Non-Company LPs in order to fund certain investor transactions. These notes were repaid in full during the six months ended June 30, 2024.

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

(17)Commitments and contingencies

(a)Self‑insured risks

The Company is self‑insured for workers’ compensation costs, with the Company’s workers’ compensation plan having an individual claim stop‑loss deductible of $1 million. Self‑insurance liabilities are determined by third-party actuaries. The Company has established restricted cash accounts with banks or directly with the insurers or letters of credit that are collateral for its self‑insured workers’ compensation obligations. The combined amount included in Accounts payable and accrued liabilities and Other long-term liabilities related to workers’ compensation liabilities as of June 30, 2025 and December 31, 2024 was $53 million and $52 million, respectively. The liability represents the gross amount excluding amounts receivable from the insurers. The total included in Prepaid expenses and other current assets and Other assets related to the receivables from insurers as of June 30, 2025 and December 31, 2024 was $16 million and $17 million, respectively.

The Company is also self‑insured for a portion of employee medical costs. The Company has a medical plan with a retained deductible. Medical self‑insurance liabilities are determined by third‑party actuaries. The total included in Accounts payable and accrued liabilities related to medical liabilities as of June 30, 2025 and December 31, 2024 was $15 million and $11 million, respectively.

(b)Legal and regulatory proceedings

The Company, from time to time and in the normal course of business, is party to various claims, lawsuits, arbitrations, and regulatory actions (collectively, “Claims”). In particular, as the result of numerous ongoing construction activities, the Company may be a party to construction and/or contractor related liens and claims, including mechanic’s and materialmen’s liens. The Company is also party to various Claims related to commercial disagreements with customers or suppliers. Additionally, given the Company’s substantial workforce, and, in particular, its warehouse related workforce, the Company is party to various labor and employment related Claims, including, without limitation, Claims related to workers’ compensation, wage and hour, discrimination, and related matters. Finally, given the Company’s business of warehousing refrigerated food products and its utilization of anhydrous ammonia for its refrigeration systems (a known hazardous material), the Company is subject to the jurisdiction of various U.S. regulatory agencies, including, without limitation, the Department of Agriculture, Food and Drug Administration, Environmental Protection Agency (“EPA”), Department of Justice, Occupational Safety and Health Administration, and various other agencies in the locations in which the Company operates. Management of the Company believes the ultimate resolution of these matters will not have a material adverse effect on the condensed consolidated financial statements.

(c)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 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. Most of the Company’s warehouses utilize anhydrous ammonia as a refrigerant. Anhydrous ammonia is classified as a hazardous chemical regulated by the EPA and various other agencies in the locations in which the Company operates, and an accident or significant release of anhydrous ammonia from a warehouse could result in injuries, loss of life, and property damage. There are no material liabilities arising out of environmental matters as of June 30, 2025 and December 31, 2024.

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

(d)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 employees 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 the Company operates can be substantial, and any failure to comply with these regulations could expose the Company to substantial penalties and/or liabilities to employees who may be injured at the Company’s 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 compliance with all OSHA regulations in all material respects and that no material unrecorded liabilities exist as of June 30, 2025 and December 31, 2024.

(e)Kennewick, Washington warehouse fire

On April 21, 2024, a fire occurred at the Company’s warehouse in Kennewick, Washington, destroying the building and customer inventories. No employees or other parties were injured. The Company expects all repair, replacement, and clean-up costs to be covered by its insurance policies, excluding any deductibles and self-insured retentions. The net gain or loss is presented in Restructuring, impairment, and (gain) loss on disposals in the Company’s condensed consolidated statements of operations and comprehensive income (loss) and consisted of the following:


	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2025		2024		2025		2024
Loss of carrying value of impaired assets	$	—	$	24	$	—	$	24
Clean-up costs	—		9		1		9
Less: Insurance reimbursement	(13)		(32)		(38)		(32)
Net (gain) loss	$	(13)	$	1	$	(37)	$	1

On December 30, 2024, the Company received a demand letter regarding a potential class action lawsuit for damages to the local residents from the Kennewick fire. To date, no such lawsuit has been served or filed. The potential loss from such a lawsuit cannot be estimated at this time. In July 2025, the Company received a customer claim for inventories losses associated with the fire, which the Company believes it has a strong defense to. The Company is not able to estimate the possible loss or range of loss in connection with this matter at this time but believes the ultimate outcome will not have a material adverse impact on the consolidated financial statements.

(f)Tax inquiry

The Company received an inquiry from a foreign tax authority related to a historical tax matter. The Company believes the tax authority’s position lacks merit and, if the tax authority were to pursue it, the Company has strong bases on which to vigorously defend the matter. If the tax authority were successful in challenging the Company’s position, it could have a material adverse effect on the consolidated financial statements.

LINEAGE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements - Unaudited

(g)City of St. Clair Shores v. Lineage, Inc., et al.

On August 1, 2025, a putative class action complaint was filed against the Company in the Eastern District of Michigan captioned City of St. Clair Shores Police and Fire Retirement System v. Lineage, Inc., et al., Case No. 2:25-cv-12383 (the “St. Clair Lawsuit”). The St. Clair Lawsuit alleges violations of Sections 11 and 15 of the Securities Act of 1933 on behalf of a putative class of investors who purchased the Company's common stock in the IPO. The complaint names as defendants the Company, certain of its current officers and directors, Bay Grove Capital Group LLC, and the Company’s underwriters in the IPO. The complaint alleges, among other things, that the Company and certain of its current officers and directors made false and misleading statements and failed to disclose certain information regarding the Company’s business prospects in the lead-up to the IPO. Plaintiffs seek damages, interest, costs, expenses, attorneys' fees, and other unspecified equitable relief. The case is at a preliminary stage. Defendants intend to vigorously defend against the claims in the St. Clair Lawsuit. The Company is not able to estimate the possible loss or range of loss in connection with this matter at this time.

(18)Accumulated other comprehensive income (loss)

The Company reports activity in AOCI for foreign currency translation adjustments and unrealized gains and losses on interest rate and foreign currency hedges. Activity within AOCI was as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2025		2024		2025		2024
Foreign currency translation adjustments:
Balance at beginning of period	$	(272)	$	(210)	$	(330)	$	(149)
Foreign currency translation adjustments	184		(12)		248		(86)
Amounts allocated to Noncontrolling interests and Redeemable noncontrolling interests	(20)		2		(26)		10
Reallocation due to change in Noncontrolling interest ownership percentage	—		1		—		6
Balance at end of period	$	(108)	$	(219)	$	(108)	$	(219)

Derivatives:
Balance at beginning of period	$	41	$	113	$	57	$	115
Unrealized gain (loss) on foreign currency hedges and interest rate hedges	3		10		3

Lineage, Inc. 10-Q