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Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 2026
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from                        to                       
Commission file number 1-13045
logo_ironmountain.jpg
IRON MOUNTAIN INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
Delaware 23-2588479
(State or other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)
    
85 New Hampshire Avenue, Suite 150, Portsmouth, New Hampshire 03801
(Address of Principal Executive Offices, Including Zip Code)
(617) 535-4766
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $.01 par value IRM NYSE
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 ☒    No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒    No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐    No ☒
As of April 24, 2026, the registrant had 297,524,681 outstanding shares of common stock, $.01 par value.

Table of Contents

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IRON MOUNTAIN INCORPORATED
2026 FORM 10-Q QUARTERLY REPORT
TABLE OF CONTENTS
Condensed Consolidated Balance Sheets at March 31, 2026 and December 31, 2025
44
45





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Table of Contents
PART I. FINANCIAL INFORMATION
ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
IRON MOUNTAIN MARCH 31, 2026 FORM 10-Q
1
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Part I. Financial Information
IRON MOUNTAIN INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) (UNAUDITED)
  MARCH 31, 2026 DECEMBER 31, 2025
ASSETS  
Current Assets:  
Cash and cash equivalents $ 250,710  $ 158,535 
Accounts receivable (less allowances of $109,363 and $107,838 as of March 31, 2026 and December 31, 2025, respectively)
1,424,635  1,443,669 
Prepaid expenses and other 367,738  332,779 
Total Current Assets 2,043,083  1,934,983 
Property, Plant and Equipment:  
Property, plant and equipment 14,862,169  14,457,335 
Less—Accumulated depreciation (5,023,371) (4,911,010)
Property, Plant and Equipment, Net 9,838,798  9,546,325 
Other Assets, Net:  
Goodwill 5,274,865  5,285,801 
Customer and supplier relationships and other intangible assets 1,231,051  1,269,607 
Operating lease right-of-use assets 2,451,023  2,465,196 
Other 647,995  623,107 
Total Other Assets, Net 9,604,934  9,643,711 
Total Assets $ 21,486,815  $ 21,125,019 
LIABILITIES AND EQUITY  
Current Liabilities:  
Current portion of long-term debt $ 216,965  $ 216,074 
Accounts payable 782,546  710,662 
Accrued expenses and other current liabilities (includes current portion of operating lease liabilities) 1,271,577  1,290,669 
Deferred revenue 386,446  402,091 
Total Current Liabilities 2,657,534  2,619,496 
Long-term Debt, net of current portion 16,886,016  16,215,885 
Long-term Operating Lease Liabilities, net of current portion 2,281,743  2,300,448 
Other Long-term Liabilities 355,734  450,083 
Deferred Income Taxes 180,436  184,015 
Commitments and Contingencies
Redeemable Noncontrolling Interests 63,746  64,423 
(Deficit) Equity:    
Iron Mountain Incorporated Stockholders' (Deficit) Equity:    
Preferred stock (par value $0.01; authorized 10,000,000 shares; none issued and outstanding)
 —  — 
Common stock (par value $0.01; authorized 400,000,000 shares; issued and outstanding 297,478,818 and 295,788,645 shares as of March 31, 2026 and December 31, 2025, respectively)
 2,975  2,958 
Additional paid-in capital 4,717,301  4,790,190 
(Distributions in excess of earnings) Earnings in excess of distributions (5,532,669) (5,405,147)
Accumulated other comprehensive items, net (402,618) (369,008)
Total Iron Mountain Incorporated Stockholders' (Deficit) Equity (1,215,011) (981,007)
Noncontrolling Interests 276,617  271,676 
Total (Deficit) Equity (938,394) (709,331)
Total Liabilities and (Deficit) Equity $ 21,486,815  $ 21,125,019 


The accompanying notes are an integral part of these condensed consolidated financial statements.
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Part I. Financial Information
IRON MOUNTAIN INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)
 
THREE MONTHS ENDED MARCH 31,
  2026 2025
Revenues:    
Storage rental $ 1,094,765  $ 948,376 
Service 841,384  644,153 
Total Revenues 1,936,149  1,592,529 
Operating Expenses:
Cost of sales (excluding depreciation and amortization) 889,803  710,204 
Selling, general and administrative 372,764  329,737 
Depreciation and amortization 267,839  232,154 
Acquisition and Integration Costs 2,921  5,823 
Restructuring and other transformation —  54,746 
Loss (gain) on disposal/write-down of property, plant and equipment, net
 7,592  5,571 
Total Operating Expenses 1,540,919  1,338,235 
Operating Income (Loss) 395,230  254,294 
Interest Expense, Net (includes Interest Income of $1,503 and $3,463 for the three months ended
March 31, 2026 and 2025, respectively)
 223,821  194,738 
Other (Income) Expense, Net (4,708) 28,488 
Net Income (Loss) Before Provision (Benefit) for Income Taxes 176,117  31,068 
Provision (Benefit) for Income Taxes 27,118  14,835 
Net Income (Loss) 148,999  16,233 
Less: Net Income (Loss) Attributable to Noncontrolling Interests 5,334  281 
Net Income (Loss) Attributable to Iron Mountain Incorporated $ 143,665  $ 15,952 
Net Income (Loss) Per Share Attributable to Iron Mountain Incorporated:    
Basic $ 0.48  $ 0.05 
Diluted $ 0.48  $ 0.05 
Weighted Average Common Shares Outstanding—Basic 296,848  294,507 
Weighted Average Common Shares Outstanding—Diluted 298,834  297,260 


















The accompanying notes are an integral part of these condensed consolidated financial statements.
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Part I. Financial Information
IRON MOUNTAIN INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(IN THOUSANDS) (UNAUDITED)
 
THREE MONTHS ENDED MARCH 31,
  2026 2025
Net Income (Loss) $ 148,999  $ 16,233 
Other Comprehensive (Loss) Income:    
Foreign Currency Translation Adjustment (39,468) 74,916 
Change in Fair Value of Interest Rate Swaps 4,436  (6,993)
Reclassifications from Accumulated Other Comprehensive Items, net 1,207  — 
Total Other Comprehensive (Loss) Income (33,825) 67,923 
Comprehensive Income (Loss) 115,174  84,156 
Comprehensive Income (Loss) Attributable to Noncontrolling Interests 5,119  621 
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated $ 110,055  $ 83,535 
        





















The accompanying notes are an integral part of these condensed consolidated financial statements.
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Part I. Financial Information
IRON MOUNTAIN INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF (DEFICIT) EQUITY
(IN THOUSANDS, EXCEPT SHARE DATA) (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2026
  IRON MOUNTAIN INCORPORATED STOCKHOLDERS' (DEFICIT) EQUITY
  COMMON STOCK ADDITIONAL
PAID-IN
CAPITAL		 (DISTRIBUTIONS
IN EXCESS OF
EARNINGS) EARNINGS IN
EXCESS OF
DISTRIBUTIONS		 ACCUMULATED
OTHER
COMPREHENSIVE
ITEMS, NET
NONCONTROLLING
INTERESTS
 REDEEMABLE
NONCONTROLLING
INTERESTS
  TOTAL SHARES AMOUNTS
Balance, December 31, 2025
 $ (709,331) 295,788,645  $ 2,958  $ 4,790,190  $ (5,405,147) $ (369,008) $ 271,676  $ 64,423 
Issuance and net settlement of shares under employee stock purchase and option plans and stock-based compensation (72,872) 1,690,173  17  (72,889) —  —  —  — 
Parent cash dividends declared (271,187) —  —  —  (271,187) —  —  — 
Other comprehensive (loss) income (33,610) —  —  —  —  (33,610) —  (215)
Net income (loss) 149,229  —  —  —  143,665  —  5,564  (230)
Noncontrolling interests dividends (623) —  —  —  —  —  (623) (232)
Balance, March 31, 2026
 $ (938,394) 297,478,818  $ 2,975  $ 4,717,301  $ (5,532,669) $ (402,618) $ 276,617  $ 63,746 
THREE MONTHS ENDED MARCH 31, 2025
  IRON MOUNTAIN INCORPORATED STOCKHOLDERS' (DEFICIT) EQUITY
  COMMON STOCK ADDITIONAL
PAID-IN
CAPITAL		 (DISTRIBUTIONS
IN EXCESS OF
EARNINGS) EARNINGS IN
EXCESS OF
DISTRIBUTIONS		 ACCUMULATED
OTHER
COMPREHENSIVE
ITEMS, NET		 NONCONTROLLING
INTERESTS		 REDEEMABLE
NONCONTROLLING
INTERESTS
  TOTAL SHARES AMOUNTS
Balance, December 31, 2024
 $ (304,674)   293,592,637  $ 2,936  $ 4,647,330  $ (4,583,436) $ (569,952) $ 198,448  $ 78,171 
Issuance and net settlement of shares under employee stock purchase and option plans and stock-based compensation (37,653) 1,376,103  14  (37,667) —  —  —  — 
Parent cash dividends declared (241,280) —  —  —  (241,280) —  —  — 
Other comprehensive income (loss) 67,583  —  —  —  —  67,583  —  340 
Net income (loss) 15,909  —  —  —  15,952  —  (43) 324 
Noncontrolling interests dividends (2,160) —  —  —  —  —  (2,160) (598)
Balance, March 31, 2025
 $ (502,275) 294,968,740  $ 2,950  $ 4,609,663  $ (4,808,764) $ (502,369) $ 196,245  $ 78,237 










The accompanying notes are an integral part of these condensed consolidated financial statements.
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Part I. Financial Information
IRON MOUNTAIN INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS) (UNAUDITED)
 
THREE MONTHS ENDED MARCH 31,
  2026 2025
Cash Flows from Operating Activities:  
Net income (loss) $ 148,999  $ 16,233 
Adjustments to reconcile net income (loss) to cash flows from operating activities:    
Depreciation 192,125  162,441 
Amortization (includes amortization of deferred financing costs and discounts of $8,048 and $7,856 for the three months ended March 31, 2026 and 2025, respectively)
 83,762  77,569 
Revenue reduction associated with amortization of customer inducements and data center above- and below-market leases 1,498  1,317 
Stock-based compensation expense 28,257  26,094 
Provision (benefit) for deferred income taxes 2,295  (6,408)
Loss (gain) on disposal/write-down of property, plant and equipment, net 7,592  5,571 
Loss (gain) associated with the remeasurement of deferred purchase obligations 17,837  — 
Foreign currency transactions and other, net (8,355) 20,557 
(Increase) decrease in assets (65,908) (56,083)
(Decrease) increase in liabilities (69,552) (49,992)
Cash Flows from Operating Activities 338,550  197,299 
Cash Flows from Investing Activities:    
Capital expenditures (518,013) (674,767)
Cash paid for acquisitions, net of cash acquired —  (35,066)
Acquisition of customer intangibles (3,207) (8,925)
Contract costs (13,547) (31,450)
Investments in joint ventures and other investments, net (1,021) (16,748)
Proceeds from sales of property and equipment and other, net 4,321  190 
Cash Flows from Investing Activities (531,467) (766,766)
Cash Flows from Financing Activities:    
Repayment of revolving credit facility, term loan facilities and other debt (3,917,052) (2,281,353)
Proceeds from revolving credit facility, term loan facilities and other debt 4,575,108  3,390,322 
Equity distribution to noncontrolling interests (855) (2,758)
Parent cash dividends (275,589) (223,479)
Payment of deferred purchase obligations and other deferred payments (6,384) (240,217)
Net (payments) proceeds associated with employee stock-based awards (101,129) (63,747)
Other, net (2,877) 64 
Cash Flows from Financing Activities 271,222  578,832 
Effect of Exchange Rates on Cash and Cash Equivalents 13,870  (9,743)
Increase (Decrease) in Cash and Cash Equivalents 92,175  (378)
Cash and Cash Equivalents, Beginning of Period 158,535  155,716 
Cash and Cash Equivalents, End of Period $ 250,710  $ 155,338 
Supplemental Information:  
Cash Paid for Interest $ 341,794  $ 267,214 
Cash Paid for Income Taxes, Net $ 26,444  $ 27,751 
Non-Cash Investing and Financing Activities:    
Financing Leases and Other $ 38,522  $ 52,284 
Accrued Capital Expenditures $ 301,901  $ 321,234 
Deferred Purchase Obligations and Other Deferred Payments $ —  $ 2,880 
Dividends Payable $ 265,161  $ 240,450 




The accompanying notes are an integral part of these condensed consolidated financial statements.
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Part I. Financial Information
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data) (Unaudited)
1. GENERAL
The unaudited condensed consolidated financial statements of Iron Mountain Incorporated, a Delaware corporation, and its subsidiaries ("we" or "us"), have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the "SEC"). Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been omitted pursuant to those rules and regulations, but we believe that the disclosures included herein are adequate to make the information presented not misleading. The interim condensed consolidated financial statements are presented herein and, in the opinion of management, reflect all adjustments of a normal recurring nature necessary for a fair presentation. Interim results are not necessarily indicative of results for a full year.
The Condensed Consolidated Financial Statements and Notes thereto, which are included herein, should be read in conjunction with the Consolidated Financial Statements and Notes thereto for the year ended December 31, 2025 included in our Annual Report on Form 10-K filed with the SEC on February 12, 2026 (our "Annual Report").
We have been organized and have operated as a real estate investment trust ("REIT") for United States federal income tax purposes beginning with our taxable year ended December 31, 2014.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. ACCOUNTS RECEIVABLE
We maintain an allowance for doubtful accounts and a credit memo reserve for estimated losses resulting from the potential inability of our customers to make required payments and potential disputes regarding billing and service issues. The rollforward of the allowance for doubtful accounts and credit memo reserves for the three months ended March 31, 2026 is as follows:
Balance as of December 31, 2025
 $ 107,838 
Credit memos charged to revenue 25,675 
Allowance for bad debts charged to expense 16,775 
Deductions and other(1)
 (40,925)
Balance as of March 31, 2026
 $ 109,363 
(1)Primarily consists of the issuance of credit memos, the write-off of accounts receivable and the impact associated with currency translation adjustments.
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Part I. Financial Information
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
B. LEASES
We lease facilities for certain warehouses, data centers and office spaces. We also have land leases, including those on which certain facilities are located.
Operating and financing lease right-of-use assets and lease liabilities as of March 31, 2026 and December 31, 2025 are as follows:
DESCRIPTION MARCH 31, 2026 DECEMBER 31, 2025
Assets:
Operating lease right-of-use assets $ 2,451,023  $ 2,465,196 
Financing lease right-of-use assets, net of accumulated depreciation(1)
 482,621  470,803 
Liabilities:
Current
Operating lease liabilities $ 331,902  $ 319,129 
Financing lease liabilities(1)
 61,119  56,287 
Long-term
Operating lease liabilities $ 2,281,743  $ 2,300,448 
Financing lease liabilities(1)
 467,492  470,912 
(1)Financing lease right-of-use assets, current financing lease liabilities and long-term financing lease liabilities are included within Property, Plant and Equipment, Net, Current portion of long-term debt and Long-term debt, net of current portion, respectively, within our Condensed Consolidated Balance Sheets.
The components of the lease expense for the three months ended March 31, 2026 and 2025 are as follows:
THREE MONTHS ENDED MARCH 31,
DESCRIPTION 2026 2025
Operating lease cost(1)
 $ 184,369  $ 173,308 
Financing lease cost:
Depreciation of financing lease right-of-use assets $ 17,369  $ 13,732 
Interest expense for financing lease liabilities 7,366  6,129 
(1)Operating lease cost, the majority of which is included in Cost of sales, includes variable lease costs of $48,459 and $46,405 for the three months ended March 31, 2026 and 2025, respectively.
Other information: Supplemental cash flow information relating to our leases for the three months ended March 31, 2026 and 2025 is as follows:
THREE MONTHS ENDED MARCH 31,
CASH PAID FOR AMOUNTS INCLUDED IN MEASUREMENT OF LEASE LIABILITIES: 2026 2025
Operating cash flows used in operating leases $ 128,116  $ 119,511 
Operating cash flows used in financing leases (interest) 7,366  6,129 
Financing cash flows used in financing leases 17,033  13,348 
NON-CASH ITEMS:
Operating lease modifications and reassessments $ 13,731  $ (85,512)
New operating leases (including acquisitions) 77,364  38,417 
In February 2026, we entered into a finance lease that is expected to commence in July 2026, with an initial lease term of 31 years. The total undiscounted minimum lease payments for this lease are approximately $223,400.
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Part I. Financial Information
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
C. GOODWILL
Our reporting units as of December 31, 2025 are described in detail in Note 2.l. to Notes to Consolidated Financial Statements included in our Annual Report.
The changes in the carrying value of goodwill attributable to each reportable segment and Corporate and Other (as defined in Note 8) for the three months ended March 31, 2026 are as follows:
GLOBAL RIM BUSINESS GLOBAL DATA CENTER BUSINESS CORPORATE AND OTHER TOTAL CONSOLIDATED
Goodwill balance, net of accumulated amortization, as of December 31, 2025
 $ 3,973,406  $ 482,864  $ 829,531  $ 5,285,801 
Fair value and other adjustments 3,083  —  (321) 2,762 
Currency effects (8,509) (5,013) (176) (13,698)
Goodwill balance, net of accumulated amortization, as of March 31, 2026
 $ 3,967,980  $ 477,851  $ 829,034  $ 5,274,865 
Accumulated goodwill impairment balance as of March 31, 2026
 $ 132,409  $ —  $ 26,011  $ 158,420 
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Part I. Financial Information
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
D. FAIR VALUE MEASUREMENTS
The assets and liabilities carried at fair value and measured on a recurring basis as of March 31, 2026 and December 31, 2025 are as follows:
   
FAIR VALUE MEASUREMENTS AT MARCH 31, 2026 USING
DESCRIPTION
TOTAL CARRYING
VALUE AT
MARCH 31, 2026
 QUOTED PRICES IN
ACTIVE MARKETS
(LEVEL 1)		 SIGNIFICANT OTHER
OBSERVABLE INPUTS
(LEVEL 2)
SIGNIFICANT
UNOBSERVABLE
INPUTS (LEVEL 3)(2)
Money Market Funds $ 37,985  $ —  $ 37,985  $ — 
Time Deposits 3,286  —  3,286  — 
Trading Securities 8,552  6,716  1,836  — 
Derivative Liabilities 57,292  —  57,292  — 
Deferred Purchase Obligations(1)
 152,061  —  —  152,061 
    FAIR VALUE MEASUREMENTS AT DECEMBER 31, 2025 USING
DESCRIPTION
TOTAL CARRYING
VALUE AT
DECEMBER 31, 2025
 QUOTED PRICES IN
ACTIVE MARKETS
(LEVEL 1)		 SIGNIFICANT OTHER
OBSERVABLE INPUTS
(LEVEL 2)
SIGNIFICANT
UNOBSERVABLE
INPUTS (LEVEL 3)(2)
Money Market Funds $ 7,149  $ —  $ 7,149  $ — 
Time Deposits 3,430  —  3,430  — 
Trading Securities 8,220  6,400  1,820  — 
Derivative Liabilities 71,869  —  71,869  — 
Deferred Purchase Obligations(1)
 134,142  —  —  134,142 
(1)The balance as of March 31, 2026 and December 31, 2025 primarily relates to the fair value of the deferred purchase obligation associated with the Regency Transaction (as defined in Note 3 to Notes to Consolidated Financial Statements included in our Annual Report).
(2)The following is a rollforward of the Level 3 liabilities presented above for December 31, 2025 through March 31, 2026:
Balance as of December 31, 2025
 $ 134,142 
Additions — 
Payments — 
Other changes, including accretion 17,919 
Balance as of March 31, 2026
 $ 152,061 
The level 3 valuations of the deferred purchase obligations were determined utilizing a discounted cash flow model and take into account our forecasted projections as they relate to the underlying performance of the business. The discounted cash flow model incorporates assumptions as to expected results over the achievement period, including adjustments for volatility and timing, as well as discount rates that account for the risk of the arrangement and overall market risks. Any material change to these assumptions may result in a significantly higher or lower fair value of the deferred purchase obligations.
There were no material items that were measured at fair value on a non-recurring basis at March 31, 2026 and December 31, 2025 other than those disclosed in Note 2.p. to Notes to Consolidated Financial Statements included in our Annual Report.
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Part I. Financial Information
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
E. ACCUMULATED OTHER COMPREHENSIVE ITEMS, NET
The changes in Accumulated other comprehensive items, net for the three months ended March 31, 2026 and 2025 are as follows:
THREE MONTHS ENDED MARCH 31, 2026
THREE MONTHS ENDED MARCH 31, 2025
  FOREIGN
CURRENCY
TRANSLATION AND OTHER
ADJUSTMENTS		 DERIVATIVE FINANCIAL
INSTRUMENTS		 TOTAL FOREIGN
CURRENCY
TRANSLATION AND OTHER
ADJUSTMENTS		 DERIVATIVE FINANCIAL
INSTRUMENTS		 TOTAL
Beginning of Period $ (358,049) $ (10,959) $ (369,008) $ (568,129) $ (1,823) $ (569,952)
Other comprehensive (loss) income:
Foreign currency translation and other adjustments (39,253) —  (39,253) 74,576  —  74,576 
Change in fair value of interest rate swaps —  4,436  4,436  —  (6,993) (6,993)
Reclassifications from accumulated other comprehensive items, net —  1,207  1,207  —  —  — 
Total other comprehensive (loss) income (39,253) 5,643  (33,610) 74,576  (6,993) 67,583 
End of Period $ (397,302) $ (5,316) $ (402,618) $ (493,553) $ (8,816) $ (502,369)
F. REVENUES
Certain costs to fulfill or obtain customer contracts and certain initial direct costs of obtaining leases, including the costs associated with the initial movement of customer records into physical storage and certain commission expenses, are collectively referred to as "Contract Costs". Contract Costs are primarily made up of Intake Costs and Commissions (each as defined in Note 2.s. to Notes to Consolidated Financial Statements included in our Annual Report). Contract Costs as of March 31, 2026 and December 31, 2025 are as follows:
MARCH 31, 2026 DECEMBER 31, 2025
DESCRIPTION GROSS
CARRYING
AMOUNT		 ACCUMULATED
AMORTIZATION		 NET
CARRYING
AMOUNT		 GROSS
CARRYING
AMOUNT		 ACCUMULATED
AMORTIZATION		 NET
CARRYING
AMOUNT
Intake Costs and other fulfillment costs asset $ 105,151  $ (57,260) $ 47,891  $ 111,923  $ (60,999) $ 50,924 
Commissions asset 246,296  (113,205) 133,091  243,966  (110,365) 133,601 
Deferred revenue liabilities are reflected in our Condensed Consolidated Balance Sheets as follows:
DESCRIPTION LOCATION IN BALANCE SHEET MARCH 31, 2026
DECEMBER 31, 2025(1)
Deferred revenue—Current(2)
 Deferred revenue $ 386,446  $ 402,091 
Deferred revenue—Long-term(3)
 Other Long-term Liabilities 157,013  165,804 
(1)    The beginning balance of current and long-term deferred revenue for the year ended December 31, 2025 was $326,882 and $110,601, respectively.
(2)    Approximately half of this revenue is expected to be recognized over the next month, with the remainder expected to be recognized over the next two to 12 months. The current deferred revenue accounted for under Accounting Standards Codification 842, Leases ("ASC 842") is approximately $55,300 and $41,600 as of March 31, 2026 and December 31, 2025, respectively.
(3)    The long-term deferred revenue accounted for under ASC 842 is approximately $138,800 and $141,100 as of March 31, 2026 and December 31, 2025, respectively.
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Part I. Financial Information
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
In addition to our deferred revenue, we have remaining performance obligations related to certain customer contracts that have annual or monthly fixed fees with noncancelable terms. As of March 31, 2026, approximately $261,000 of remaining performance obligations are expected to be recognized as revenue over periods generally ranging from one to five years, with approximately 25% expected to be recognized within the next 12 months. As permitted under ASC 606, we do not disclose the value of remaining performance obligations for contracts as we have applied the "right to invoice" practical expedient (as described in Note 2.s. to Notes to Consolidated Financial Statements included in our Annual Report).
DATA CENTER LESSOR CONSIDERATIONS
Our Global Data Center Business features storage rental provided to customers at contractually specified rates over a fixed contractual period. Our data center revenue contracts are accounted for in accordance with ASC 842. Storage rental revenue associated with our Global Data Center Business for the three months ended March 31, 2026 and 2025 is as follows:
THREE MONTHS ENDED MARCH 31,
2026 2025
Storage rental revenue(1)
 $ 252,505  $ 172,945 
(1)    Revenue associated with variable lease payments, primarily related to power and connectivity, included within storage rental revenue was approximately $59,900 and $34,400 for the three months ended March 31, 2026 and 2025, respectively.
G. STOCK-BASED COMPENSATION
Our stock-based compensation expense includes the cost of stock options, restricted stock units ("RSUs") and performance units ("PUs") (together, "Employee Stock-Based Awards").
STOCK-BASED COMPENSATION EXPENSE
Stock-based compensation expense for Employee Stock-Based Awards for the three months ended March 31, 2026 and 2025 is as follows:
THREE MONTHS ENDED MARCH 31,
2026 2025
Stock-based compensation expense $ 28,257  $ 26,094 
On March 1, 2026, we granted approximately 74,000 stock options, 552,000 RSUs and 441,000 PUs under the 2014 Plan (as defined in Note 2.t. to Notes to Consolidated Financial Statements included in our Annual Report).
As of March 31, 2026, unrecognized compensation cost related to the unvested portion of our Employee Stock-Based Awards, inclusive of our estimated achievement of the performance metrics, is $175,388.
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Part I. Financial Information
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
H. OTHER (INCOME) EXPENSE, NET
Other (income) expense, net for the three months ended March 31, 2026 and 2025 consists of the following:
  THREE MONTHS ENDED MARCH 31,
DESCRIPTION 2026 2025
Foreign currency transaction (gains) losses, net(1)
 $ (24,512) $ 29,663 
Other, net(2)
 19,804  (1,175)
Other (Income) Expense, Net
 $ (4,708) $ 28,488 
(1)The gains for the three months ended March 31, 2026 primarily consist of the impact of changes in the exchange rate of the Euro against the United States dollar on our intercompany balances with and between certain of our subsidiaries.
(2)Other, net for the three months ended March 31, 2026 primarily consists of a loss of approximately $17,800 due to the change in value of our deferred purchase obligations and other deferred payments.
I. INCOME TAXES
We provide for income taxes during interim periods based on our estimate of the effective tax rate for the year. Our effective tax rates for the three months ended March 31, 2026 and 2025 are as follows:
  THREE MONTHS ENDED MARCH 31,
2026(1)
2025(2)
Effective Tax Rate 15.4  % 47.8  %
(1)The primary reconciling items between the federal statutory tax rate of 21.0% and our overall effective tax rate for the three months ended March 31, 2026 were the (i) benefits derived from the dividends paid deduction, (ii) income we recorded in Other (income) expense, net during the period, as well as the differences in the tax rates to which our foreign earnings are subject, partially offset by (iii) disallowed interest expenses of certain entities.
(2)The primary reconciling items between the federal statutory tax rate of 21.0% and our overall effective tax rate for the three months ended March 31, 2025 were the (i) lack of tax benefits recognized for the ordinary losses, (ii) disallowed interest expenses of certain entities and (iii) losses we recorded in Other expense (income), net during the period, as well as the differences in the tax rates to which our foreign earnings are subject, partially offset by (iv) benefits derived from the dividends paid deduction.
Effective on January 1, 2026, the One Big Beautiful Bill Act increased the maximum allowable value of a REIT’s total assets held in one or more taxable REIT subsidiaries at the end of any quarter from 20% to 25%.
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Part I. Financial Information
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
J. INCOME (LOSS) PER SHARE—BASIC AND DILUTED
The calculations of basic and diluted income (loss) per share for the three months ended March 31, 2026 and 2025 are as follows:
  THREE MONTHS ENDED MARCH 31,
  2026 2025
Net Income (Loss) $ 148,999  $ 16,233 
Less: Net Income (Loss) Attributable to Noncontrolling Interests 5,334  281 
Net Income (Loss) Attributable to Iron Mountain Incorporated (utilized in numerator of Earnings Per Share calculation) $ 143,665  $ 15,952 
Weighted-average shares—basic 296,848,000  294,507,000 
Effect of dilutive potential stock options 1,704,000  2,162,000 
Effect of dilutive potential RSUs and PUs 282,000  591,000 
Weighted-average shares—diluted 298,834,000  297,260,000 
Net Income (Loss) Per Share Attributable to Iron Mountain Incorporated:    
 Basic $ 0.48  $ 0.05 
 Diluted $ 0.48  $ 0.05 
Antidilutive stock options, RSUs and PUs excluded from the calculation 229,681  98,685 
3. INVESTMENTS
Our joint venture with AGC Equity Partners (the "Frankfurt JV") is accounted for as an equity method investment and is presented as a component of Other within Other assets, net in our Condensed Consolidated Balance Sheets. The carrying value and equity interest in the unconsolidated Frankfurt JV at March 31, 2026 and December 31, 2025 is as follows:
MARCH 31, 2026
DECEMBER 31, 2025
CARRYING VALUE EQUITY INTEREST CARRYING VALUE EQUITY INTEREST
Frankfurt JV
 $ 82,641  20  % $ 85,156  20  %
4. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
Derivative instruments we are party to include: (i) interest rate swap agreements (which are designated as cash flow hedges) and (ii) cross-currency swap agreements (which are designated as net investment hedges).
INTEREST RATE SWAP AGREEMENTS DESIGNATED AS CASH FLOW HEDGES
We utilize interest rate swap agreements designated as cash flow hedges to limit our exposure to changes in interest rates on a portion of our floating rate indebtedness. Certain of our interest rate swap agreements have notional amounts that will increase with the underlying hedged transaction. Under our interest rate swap agreements, we receive variable rate interest payments associated with the notional amount of each interest rate swap, based upon the one-month Secured Overnight Financing Rate, in exchange for the payment of fixed interest rates as specified in the interest rate swap agreements. Our interest rate swap agreements are marked to market at the end of each reporting period, representing the fair values of the interest rate swap agreements, and any changes in fair value are recognized as a component of Accumulated other comprehensive items, net. Unrealized gains are recognized as assets, while unrealized losses are recognized as liabilities.
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Part I. Financial Information
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
4. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (CONTINUED)
As of March 31, 2026 and December 31, 2025, we have approximately $1,010,000 and $1,349,000, respectively, in notional value outstanding on our interest rate swap agreements. As of March 31, 2026, our interest rate swap agreements have maturity dates ranging from August 2026 through May 2027.
CROSS-CURRENCY SWAP AGREEMENTS DESIGNATED AS NET INVESTMENT HEDGES
We utilize cross-currency swaps to hedge the variability of exchange rate impacts between the United States dollar and certain of our foreign functional currencies, including the Euro and the Canadian dollar. As of March 31, 2026, our cross-currency swap agreements have maturity dates ranging from November 2026 through February 2029.
The notional values of our cross-currency swaps, by hedged currency, as of March 31, 2026 and December 31, 2025, are as follows:
  MARCH 31, 2026 DECEMBER 31, 2025
Euro $ 504,559  $ 509,187 
Canadian dollar 350,000  350,000 

$ 854,559  $ 859,187 
We have designated these cross-currency swap agreements as hedges of net investments in our Euro and Canadian dollar denominated subsidiaries and they require an exchange of the notional amounts at maturity. These cross-currency swap agreements are marked to market at the end of each reporting period, representing the fair values of the cross-currency swap agreements, and any changes in fair value are recognized as a component of Accumulated other comprehensive items, net. Unrealized gains are recognized as assets, while unrealized losses are recognized as liabilities. The excluded component of our cross-currency swap agreements is recorded in Accumulated other comprehensive items, net and amortized to interest expense on a straight-line basis.
The fair values of derivative instruments recognized in our Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025, by derivative instrument, are as follows:
MARCH 31, 2026
DECEMBER 31, 2025
DERIVATIVE INSTRUMENTS(1)
 ASSETS LIABILITIES ASSETS LIABILITIES
Cash Flow Hedges(2)
    
Interest rate swap agreements $ —  $ (5,316) $ —  $ (9,752)
Net Investment Hedges(3)
Cross-currency swap agreements —  (51,976) —  (62,117)
(1)Our derivative assets are included as a component of (i) Prepaid expenses and other or (ii) Other within Other assets, net and our derivative liabilities are included as a component of (i) Accrued expenses and other current liabilities or (ii) Other long-term liabilities in our Condensed Consolidated Balance Sheets. As of March 31, 2026, $4,528 is included within Accrued expenses and other current liabilities and $52,764 is included within Other long-term liabilities. As of December 31, 2025, $63,634 is included within Accrued expenses and other current liabilities and $8,235 is included within Other long-term liabilities.
(2)As of March 31, 2026, cumulative net losses recorded within Accumulated other comprehensive items, net associated with our interest rate swap agreements are $5,316.
(3)As of March 31, 2026, cumulative net losses recorded within Accumulated other comprehensive items, net associated with our cross-currency swap agreements are $51,976. In addition, we have cumulative net gains of $62,711 related to the excluded component of our cross-currency swap agreements recorded within Accumulated other comprehensive items, net.
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Part I. Financial Information
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
4. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (CONTINUED)
Unrealized gains (losses) recognized in Accumulated other comprehensive items, net during the three months ended March 31, 2026 and 2025, by derivative instrument, are as follows:
THREE MONTHS ENDED MARCH 31,
DERIVATIVE INSTRUMENTS 2026 2025
Cash Flow Hedges  
Interest rate swap agreements $ 4,436  $ (6,993)
Net Investment Hedges
Cross-currency swap agreements 10,141  (25,119)
Cross-currency swap agreements (excluded component) (896) 4,176 
(Losses) gains recognized in Net income (loss) during the three months ended March 31, 2026 and 2025, by derivative instrument, are as follows:
THREE MONTHS ENDED MARCH 31,
DERIVATIVE INSTRUMENTS LOCATION OF (LOSS) GAIN 2026 2025
Cash Flow Hedges
Interest rate swap agreements Interest expense $ (1,207) $ — 
Net Investment Hedges
Cross-currency swap agreements (excluded component) Interest expense 896  (4,176)
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Part I. Financial Information
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
5. DEBT
Long-term debt is as follows:
  MARCH 31, 2026 DECEMBER 31, 2025
 
DEBT
(INCLUSIVE OF
DISCOUNT)
UNAMORTIZED
DEFERRED
FINANCING
COSTS
CARRYING
AMOUNT
FAIR
VALUE
DEBT
(INCLUSIVE OF
DISCOUNT)
UNAMORTIZED
DEFERRED
FINANCING
COSTS
CARRYING
AMOUNT
FAIR
VALUE
Revolving Credit Facility(1)
 $ 1,285,000  $ (7,724) $ 1,277,276  $ 1,285,000  $ 751,500  $ (8,207) $ 743,293  $ 751,500 
Term Loan A(1)
 481,250  —  481,250  481,250  487,500  —  487,500  487,500 
Term Loan B(1)
 2,016,319  (11,885) 2,004,434  2,026,313  2,020,957  (12,465) 2,008,492  2,031,495 
Virginia 3 Term Loans due 2026
 —  —  —  —  271,079  (1,189) 269,890  271,079 
Virginia 6 Term Loans(2)
 210,000  (2,140) 207,860  210,000  210,000  (2,633) 207,367  210,000 
Virginia 7 Term Loans(2)
 293,455  (3,535) 289,920  293,455  275,314  (4,351) 270,963  275,314 
Virginia 4/5 Term Loans due 2030(2)
 208,224  (3,350) 204,874  208,224  208,224  (3,529) 204,695  208,224 
Virginia 3 Term Loans due 2031(3)
 433,000  (8,583) 424,417  433,000  —  —  —  — 
Australian Dollar Term Loan(2)
 267,998  (1,915) 266,083  269,708  262,192  (1,965) 260,227  263,948 
UK Revolving Credit Facility(2)
 185,035  (1,684) 183,351  185,035  188,385  (2,002) 186,383  188,385 
47/8% Notes due 2027(2)
 1,000,000  (2,133) 997,867  993,750  1,000,000  (2,488) 997,512  995,000 
51/4% Notes due 2028(2)
 825,000  (2,362) 822,638  818,813  825,000  (2,657) 822,343  823,969 
5% Notes due 2028(2)
 500,000  (1,688) 498,312  492,500  500,000  (1,869) 498,131  497,500 
7% Notes(2)
 1,000,000  (6,027) 993,973  1,013,750  1,000,000  (6,559) 993,441  1,025,000 
47/8% Notes due 2029(2)
 1,000,000  (5,063) 994,937  966,250  1,000,000  (5,425) 994,575  983,750 
51/4% Notes due 2030(2)
 1,300,000  (6,518) 1,293,482  1,254,500  1,300,000  (6,894) 1,293,106  1,280,500 
41/2% Notes(2)
 1,100,000  (6,119) 1,093,881  1,023,000  1,100,000  (6,430) 1,093,570  1,042,250 
5% Notes due 2032(2)
 750,000  (8,268) 741,732  701,250  750,000  (8,595) 741,405  710,625 
55/8% Notes(2)
 600,000  (3,678) 596,322  577,500  600,000  (3,823) 596,177  586,500 
61/4% Notes(2)
 1,200,000  (12,302) 1,187,698  1,183,500  1,200,000  (12,752) 1,187,248  1,206,000 
Euro Notes(2)
 1,380,536  (16,247) 1,364,289  1,276,651  1,408,825  (16,765) 1,392,060  1,370,082 
Real Estate Mortgages, Financing Lease Liabilities and Other 780,096  (1,375) 778,721  780,096  785,497  (1,512) 783,985  785,497 
Accounts Receivable Securitization Program 400,000  (336) 399,664  400,000  400,000  (404) 399,596  400,000 
Total Long-term Debt 17,215,913  (112,932) 17,102,981    16,544,473  (112,514) 16,431,959 
Less Current Portion (216,965) —  (216,965)   (216,074) —  (216,074)  
Long-term Debt, Net of Current Portion $ 16,998,948  $ (112,932) $ 16,886,016    $ 16,328,399  $ (112,514) $ 16,215,885   
(1)Collectively, the “Credit Agreement”. The Credit Agreement consists of a revolving credit facility (the “Revolving Credit Facility”), a term loan A facility (the “Term Loan A”) and a term loan B facility (the "Term Loan B"). The remaining amount available for borrowing under the Revolving Credit Facility as of March 31, 2026 was $1,452,564 (which represents the maximum availability as of such date). The weighted average interest rate in effect under the Revolving Credit Facility was 5.4% as of March 31, 2026.
(2)Each as defined in Note 6 to Notes to Consolidated Financial Statements included in our Annual Report.
(3)We believe the fair value (Level 2 of the fair value hierarchy described in Note 2.p. to Notes to Consolidated Financial Statements included in our Annual Report) of this debt instrument approximates its carrying value as these borrowings are based on current market interest rates.
See Note 6 to Notes to Consolidated Financial Statements included in our Annual Report for additional information regarding our long-term debt, including the direct obligors of each of our debt instruments as well as information regarding the fair value of our debt instruments (including the levels of the fair value hierarchy used to determine the fair value of our debt instruments, which are consistent with the levels of the fair value hierarchy used to determine the fair value of our debt as of March 31, 2026).
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Part I. Financial Information
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)    
5. DEBT (CONTINUED)
DATA CENTER DEBT AGREEMENTS
On January 9, 2026, Iron Mountain Data Centers Virginia 3, LLC and Iron Mountain Data Centers Virginia 3 Intermediate II, LLC, both wholly owned subsidiaries of Iron Mountain Incorporated, entered into a mortgage loan agreement and a mezzanine loan agreement with a total original principal balance of $433,000 (the "Virginia 3 Term Loans due 2031"). Virginia 3 Term Loans due 2031 are secured by the property of Iron Mountain Data Centers Virginia 3, LLC and are scheduled to mature on January 9, 2031, at which point all obligations will become due. The Virginia 3 Term Loans due 2031 bear interest at a weighted average rate of 6.33%. Total net proceeds from the Virginia 3 Term Loans due 2031 were used to repay the Virginia 3 Term Loans due 2026 (defined as the Virginia 3 Term Loans in Note 6 to Notes to Consolidated Financial Statements included in our Annual Report) and a portion of the outstanding borrowings under the Revolving Credit Facility.
LETTERS OF CREDIT
As of March 31, 2026, we have outstanding letters of credit totaling $73,609, of which $12,436 reduce our borrowing capacity under the Revolving Credit Facility. The letters of credit expire at various dates between April 2026 and June 2027.
DEBT COVENANTS
The Credit Agreement, our bond indentures and other agreements governing our indebtedness contain certain restrictive financial and operating covenants, including covenants that restrict our ability to complete acquisitions, pay cash dividends, incur indebtedness, make investments, sell assets and take other specified corporate actions. The covenants do not contain a rating trigger. Therefore, a change in our debt rating would not trigger a default under the Credit Agreement, our bond indentures or other agreements governing our indebtedness. The Credit Agreement requires that we satisfy a net total lease adjusted leverage ratio and a fixed charge coverage ratio on a quarterly basis, and our bond indentures require that, among other things, we satisfy a leverage ratio (not lease adjusted) or a fixed charge coverage ratio (not lease adjusted) as a condition to taking actions such as paying dividends and incurring indebtedness.
The Credit Agreement uses earnings before interest, taxes, depreciation and amortization and rent expense ("EBITDAR")-based calculations and the bond indentures use earnings before interest, taxes, depreciation and amortization ("EBITDA")-based calculations as the primary measures of financial performance for purposes of calculating leverage and fixed charge coverage ratios. The EBITDAR- and EBITDA-based leverage calculations include our consolidated subsidiaries, other than those we have designated as "Unrestricted Subsidiaries" as defined in the Credit Agreement and bond indentures. Generally, the Credit Agreement and the bond indentures use a trailing four fiscal quarter basis for purposes of the relevant calculations and require certain adjustments and exclusions for purposes of those calculations, which make the calculation of financial performance under the Credit Agreement and bond indentures not directly comparable to Adjusted EBITDA as presented herein. We are in compliance with our leverage and fixed charge coverage ratios under the Credit Agreement, our bond indentures and other agreements governing our indebtedness as of March 31, 2026. Noncompliance with these leverage and fixed charge coverage ratios would have a material adverse effect on our financial condition and liquidity.
6. COMMITMENTS AND CONTINGENCIES
We are involved in litigation from time to time in the ordinary course of business, including litigation arising from damage to customer assets in our facilities caused by fires and other natural disasters. While the outcome of litigation is inherently uncertain, we do not believe any current litigation will have a material adverse effect on our consolidated financial condition, results of operations or cash flows.
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Part I. Financial Information
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
7. STOCKHOLDERS' EQUITY MATTERS
DIVIDENDS
In fiscal year 2025 and the three months ended March 31, 2026, our board of directors declared the following dividends:
DECLARATION DATE DIVIDEND
PER SHARE		 RECORD DATE TOTAL
AMOUNT		 PAYMENT DATE
February 13, 2025 $ 0.785  March 17, 2025 $ 231,549  April 4, 2025
May 1, 2025 0.785  June 16, 2025 231,789  July 3, 2025
August 6, 2025 0.785  September 15, 2025 231,972  October 3, 2025
November 5, 2025 0.864  December 15, 2025 255,560  January 6, 2026
February 12, 2026 0.864  March 16, 2026 257,022  April 3, 2026
On April 30, 2026, we declared a dividend to our stockholders of record as of June 15, 2026 of $0.864 per share, payable on July 3, 2026.
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Part I. Financial Information
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
8. SEGMENT INFORMATION
Our Chief Operating Decision Maker (“CODM”), our President and CEO, uses Adjusted EBITDA as the basis for evaluating the performance of, and allocating resources to, our operating segments. The CODM uses Adjusted EBITDA to ensure that resources, including capital, are allocated strategically to support our strategy.
Our reportable segments as of December 31, 2025 are described in Note 10 to Notes to Consolidated Financial Statements included in our Annual Report. Our reportable segments are as follows:
•Global RIM Business
•Global Data Center Business
The remaining activities of our business consist primarily of our asset lifecycle management ("ALM") and Fine Arts businesses and other corporate items ("Corporate and Other").
An analysis of our business segment information and reconciliation to the accompanying Condensed Consolidated Financial Statements for the three months ended March 31, 2026 and 2025 is as follows:
GLOBAL RIM BUSINESS GLOBAL
DATA CENTER BUSINESS		 TOTAL REPORTABLE SEGMENTS CORPORATE 
AND OTHER 		TOTAL
CONSOLIDATED
For the Three Months Ended March 31, 2026
      
Total Revenues $ 1,404,086  $ 254,725  $ 1,658,811  $ 277,338  $ 1,936,149 
Storage Rental 823,517  252,505  1,076,022  18,743  1,094,765 
Service 580,569  2,220  582,789  258,595  841,384 
Other Segment Items(1)
 786,407  121,962  908,369 
Adjusted EBITDA 617,679  132,763  750,442 
Total Assets(2)
 10,941,270  8,276,221  19,217,491  2,269,324  21,486,815 
For the Three Months Ended March 31, 2025
      
Total Revenues $ 1,255,942  $ 173,197  $ 1,429,139  $ 163,390  $ 1,592,529 
Storage Rental 757,508  172,945  930,453  17,923  948,376 
Service 498,434  252  498,686  145,467  644,153 
Other Segment Items(1)
 699,628  82,381  782,009 
Adjusted EBITDA 556,314  90,816  647,130 
Total Assets(2)
 10,263,140  6,641,688  16,904,828  2,457,259  19,362,087 
(1)Relates to Cost of sales (excluding depreciation and amortization) and Selling, general and administrative expenses for the respective reportable segment. The CODM does not regularly review disaggregated expense information included within “Other Segment Items” for any individual segments but may review consolidated Cost of sales (excluding depreciation and amortization) and consolidated Selling, general and administrative expense information to manage the business.
(2)Excludes all intercompany receivables or payables and investment in subsidiary balances.
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Part I. Financial Information
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
8. SEGMENT INFORMATION (CONTINUED)
A reconciliation of Adjusted EBITDA for our reportable segments to total Net Income (Loss) Before Provision (Benefit) for Income Taxes for the three months ended March 31, 2026 and 2025 is as follows:
  THREE MONTHS ENDED MARCH 31,
2026 2025
Total Adjusted EBITDA for Reportable Segments $ 750,442  $ 647,130 
Add/(Deduct):
Corporate and other (42,503) (67,224)
Interest expense, net (223,821) (194,738)
Depreciation and amortization (267,839) (232,154)
Acquisition and Integration Costs(1)
 (2,921) (5,823)
Restructuring and other transformation —  (54,746)
(Loss) gain on disposal/write-down of property, plant and equipment, net (including real estate) (7,592) (5,571)
Other income (expense), net, excluding our share of (losses) gains from our unconsolidated joint ventures 1,196  (27,382)
Stock-based compensation expense (28,257) (26,094)
Our share of Adjusted EBITDA reconciling items from our unconsolidated joint ventures (2,588) (2,330)
Total Net Income (Loss) Before Provision (Benefit) for Income Taxes $ 176,117  $ 31,068 
(1)Represents operating expenditures directly associated with the closing and integration activities of our business acquisitions that have closed, or are highly probable of closing, and include (i) advisory, legal and professional fees to complete business acquisitions and (ii) costs to integrate acquired businesses into our existing operations, including move, severance and system integration costs (collectively, "Acquisition and Integration Costs").
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Part I. Financial Information
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
8. SEGMENT INFORMATION (CONTINUED)
Segment revenue by product and service lines for the three months ended March 31, 2026 and 2025 is as follows:
THREE MONTHS ENDED MARCH 31,
2026 2025
Global RIM Business
Records Management(1)
 $ 1,130,101  $ 991,827 
Data Management(1)
 122,957  122,087 
Information Destruction(1)(2)
 151,028  142,028 
Data Center(1)
 —  — 
Global Data Center Business
Records Management(1)
 $ —  $ — 
Data Management(1)
 —  — 
Information Destruction(1)
 —  — 
Data Center(1)
 254,725  173,197 
Corporate and Other
Records Management(1)
 $ 45,489  $ 42,787 
Data Management(1)
 —  — 
Information Destruction(1)(3)
 231,849  120,603 
Data Center(1)
 —  — 
Total Consolidated
Records Management(1)
 $ 1,175,590  $ 1,034,614 
Data Management(1)
 122,957  122,087 
Information Destruction(1)(2)(3)
 382,877  262,631 
Data Center(1)
 254,725  173,197 
(1)Each of these offerings has a component of revenue that is storage rental related and a component that is service related, except for information destruction, which does not have a storage rental component.
(2)Information destruction revenue for our Global RIM Business includes secure shredding services.
(3)Information destruction revenue for Corporate and Other includes product revenue from our ALM business.


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Part I. Financial Information
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
9. RELATED PARTIES

We have agreements with the Frankfurt JV whereby we earn various fees, including (i) special project revenue and (ii) property management and construction and development fees for services we are providing to the Frankfurt JV (the "Frankfurt JV Agreements").
Revenue recognized in the accompanying Condensed Consolidated Statements of Operations under these agreements for the three months ended March 31, 2026 and 2025 is as follows (approximately):
  THREE MONTHS ENDED MARCH 31,
2026 2025
Frankfurt JV Agreements(1)
 $ 436  $ — 
(1)Revenue associated with the Frankfurt JV Agreements is presented as a component of our Global Data Center Business segment.
10. RESTRUCTURING AND OTHER TRANSFORMATION
PROJECT MATTERHORN
In 2025, we completed our investments in Project Matterhorn, a global program designed to accelerate the growth of our business ("Project Matterhorn"), which we announced in September 2022. The implementation of Project Matterhorn resulted in Restructuring and other transformation costs which were comprised of: (1) restructuring costs, which included (i) site consolidation and other related exit costs, (ii) employee severance costs and (iii) certain professional fees associated with these activities, and (2) other transformation costs, which included professional fees such as project management costs and costs for third party consultants who assisted in the enablement of our growth initiatives.
As Project Matterhorn was completed as of December 31, 2025, there were no Restructuring and other transformation costs for the three months ended March 31, 2026. Total Restructuring and other transformation costs for the three months ended March 31, 2025 was $54,746 and consisted of (i) restructuring costs of $21,856 and (ii) other transformation costs of $32,890.



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Part I. Financial Information
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations for the three months ended March 31, 2026 should be read in conjunction with our Condensed Consolidated Financial Statements and Notes thereto for the three months ended March 31, 2026, included herein, and our Consolidated Financial Statements and Notes thereto for the year ended December 31, 2025, included in our Annual Report on Form 10-K filed with the United States Securities and Exchange Commission ("SEC") on February 12, 2026 (our "Annual Report").
FORWARD-LOOKING STATEMENTS
We have made statements in this Quarterly Report that constitute "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995 and other securities laws. These forward-looking statements concern our current expectations regarding our future results from operations, economic performance, financial condition, goals, strategies, investment objectives, plans and achievements. These forward-looking statements are subject to various known and unknown risks, uncertainties and other factors, and you should not rely upon them except as statements of our present intentions and of our present expectations, which may or may not occur. When we use words such as "believes", "expects", "anticipates", "estimates", "plans", "intends", "pursue", "commits", "will" or similar expressions, we are making forward-looking statements. Although we believe that our forward-looking statements are based on reasonable assumptions, our expected results may not be achieved, and actual results may differ materially from our expectations. In addition, important factors that could cause actual results to differ from expectations include, among others:
•our ability or inability to execute our strategic growth plan, including our ability to invest according to plan, grow our businesses (including through joint ventures or other co-investment vehicles), incorporate alternative technologies (including artificial intelligence) into our business, achieve satisfactory returns on new product offerings, continue our revenue management, expand and manage our global operations, complete acquisitions on satisfactory terms, integrate acquired companies efficiently and transition to more sustainable sources of energy;
•changes in customer preferences and demand for our storage and information management services, including as a result of the shift from paper and tape storage to alternative technologies that require less physical space or services activity;
•the costs of complying with and our ability to comply with laws, regulations and customer requirements, including those relating to data privacy and cybersecurity issues, as well as fire and safety and environmental standards, and regulatory and contractual requirements under government contracts;
•the impact of attacks on our internal information technology ("IT") systems, including the impact of such incidents on our reputation and ability to compete and any litigation or disputes that may arise in connection with such incidents;
•our ability to fund capital expenditures;
•the impact of our distribution requirements on our ability to execute our business plan;
•our ability to remain qualified for taxation as a real estate investment trust for United States federal income tax purposes ("REIT");
•changes in the political and economic environments in the countries in which we operate and changes in the global political climate;
•our ability to raise debt or equity capital and changes in the cost of our debt;
•our ability to comply with our existing debt obligations and restrictions in our debt instruments;
•the impact of service interruptions or equipment damage and the cost of power on our data center operations;
•the cost or potential liabilities associated with real estate necessary for our business;
•unexpected events, including those resulting from climate change or geopolitical events, could disrupt our operations and adversely affect our reputation and results of operations;
•fluctuations in commodity prices;
•competition for customers;
•our ability to attract, develop, and retain key personnel;
•deficiencies in our disclosure controls and procedures or internal control over financial reporting;
•other trends in competitive or economic conditions affecting our financial condition or results of operations not presently contemplated; and
•the other risks described in our periodic reports filed with the SEC, including under the caption "Risk Factors" in Part I, Item 1A of our Annual Report.
Except as required by law, we undertake no obligation to update any forward-looking statements appearing in this report.
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Part I. Financial Information
OVERVIEW
The following discussions set forth, for the periods indicated, management's discussion and analysis of financial condition and results of operations. Significant trends and changes are discussed for the three months ended March 31, 2026 within each section.
GENERAL
RESULTS OF OPERATIONS—KEY TRENDS
•Our organic storage rental revenue growth is primarily driven by revenue management in our Global RIM Business segment, where we expect volume to be relatively stable in the near term, as well as by growth in our Global Data Center Business segment, primarily driven by lease commencements.
•Our organic service revenue growth is primarily driven by new and existing digital offerings, traditional records management services and services in our asset lifecycle management ("ALM") business, all of which we expect to grow in the near term and benefit our organic service revenue growth in 2026.
•We expect continued total revenue and Adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA") growth in 2026 as a result of our focus on new product and service offerings, cross-selling opportunities, innovation, customer solutions and market expansion in line with our growth strategies.
Cost of sales (excluding depreciation and amortization) and Selling, general and administrative expenses for the three months ended March 31, 2026 consists of the following:
COST OF SALES SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
03_IRM_FINANCIALINFO_COS.jpg
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NON-GAAP MEASURES
ADJUSTED EBITDA
We define Adjusted EBITDA as net income (loss) before interest expense, net, provision (benefit) for income taxes, depreciation and amortization (inclusive of our share of Adjusted EBITDA from our unconsolidated joint ventures), and excluding certain items we do not believe to be indicative of our core operating results, specifically:
EXCLUDED
•Acquisition and Integration Costs (as defined below)
•Restructuring and other transformation
•Loss (gain) on disposal/write-down of property, plant and equipment, net (including real estate)
•Other (income) expense, net
•Stock-based compensation expense
•Intangible impairments
Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by total revenues. We also show Adjusted EBITDA and Adjusted EBITDA Margin for each of our reportable segments under "Results of Operations – Segment Analysis" below.
p27_callout_ProjectedAdjustedEBITDA.jpg
Adjusted EBITDA excludes both interest expense, net and the provision (benefit) for income taxes. These expenses are associated with our capitalization and tax structures, which we do not consider when evaluating the operating profitability of our core operations. Adjusted EBITDA does not include depreciation and amortization expenses, in order to eliminate the impact of capital investments, which we evaluate by comparing capital expenditures to incremental revenue generated and as a percentage of total revenues. Adjusted EBITDA and Adjusted EBITDA Margin should be considered in addition to, but not as a substitute for, other measures of financial performance reported in accordance with accounting principles generally accepted in the United States of America ("GAAP"), such as operating income (loss), net income (loss) or cash flows from operating activities.
RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA (IN THOUSANDS):
THREE MONTHS ENDED MARCH 31,
2026 2025
Net Income (Loss) $ 148,999  $ 16,233 
Add/(Deduct):
Interest expense, net 223,821  194,738 
Provision (benefit) for income taxes 27,118  14,835 
Depreciation and amortization 267,839  232,154 
Acquisition and Integration Costs(1)
 2,921  5,823 
Restructuring and other transformation —  54,746 
Loss (gain) on disposal/write-down of property, plant and equipment, net (including real estate)
 7,592  5,571 
Other (income) expense, net, excluding our share of losses (gains) from our unconsolidated joint ventures
 (1,196) 27,382 
Stock-based compensation expense 28,257  26,094 
Our share of Adjusted EBITDA reconciling items from our unconsolidated joint ventures 2,588  2,330 
Adjusted EBITDA $ 707,939  $ 579,906 
(1)Represents operating expenditures directly associated with the closing and integration activities of our business acquisitions that have closed, or are highly probable of closing, and include (i) advisory, legal and professional fees to complete business acquisitions and (ii) costs to integrate acquired businesses into our existing operations, including move, severance and system integration costs (collectively, "Acquisition and Integration Costs").


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ADJUSTED EPS
We define Adjusted EPS as reported earnings per share fully diluted from net income (loss) attributable to Iron Mountain Incorporated (inclusive of our share of adjusted losses (gains) from our unconsolidated joint ventures) and excluding certain items, specifically:
EXCLUDED
•Acquisition and Integration Costs
•Restructuring and other transformation
•Loss (gain) on disposal/write-down of property, plant and equipment, net (including real estate)
•Other (income) expense, net
•Stock-based compensation expense
•Non-cash amortization related to derivative instruments
•Tax impact of reconciling items and discrete tax items
•Amortization related to the write-off of certain customer relationship intangible assets
We do not believe these excluded items to be indicative of our ongoing operating results, and they are not considered when we are forecasting our future results. We believe Adjusted EPS is of value to our current and potential investors when comparing our results from past, present and future periods.
RECONCILIATION OF REPORTED EPS—FULLY DILUTED FROM NET INCOME (LOSS) ATTRIBUTABLE TO IRON MOUNTAIN INCORPORATED TO ADJUSTED EPS—FULLY DILUTED FROM NET INCOME (LOSS) ATTRIBUTABLE TO IRON MOUNTAIN INCORPORATED:
THREE MONTHS ENDED MARCH 31,
2026 2025
Reported EPS—Fully Diluted from Net Income (Loss) Attributable to Iron Mountain Incorporated
 $ 0.48  $ 0.05 
Add/(Deduct):
Acquisition and Integration Costs 0.01  0.02 
Restructuring and other transformation —  0.18 
Loss (gain) on disposal/write-down of property, plant and equipment, net (including real estate)
 0.03  0.02 
Other (income) expense, net, excluding our share of losses (gains) from our unconsolidated joint ventures
 —  0.09 
Stock-based compensation expense 0.09  0.09 
Non-cash amortization related to derivative instruments —  0.01 
Tax impact of reconciling items and discrete tax items(1)
 (0.02) (0.04)
Income (Loss) Attributable to Noncontrolling Interests 0.02  — 
Adjusted EPS—Fully Diluted from Net Income (Loss) Attributable to Iron Mountain Incorporated(2)
 $ 0.60  $ 0.43 
(1)The differences between our effective tax rates and our structural tax rate (or adjusted effective tax rates) for the three months ended March 31, 2026 and 2025 are primarily due to (i) the reconciling items above, which impact our reported Net Income (Loss) Before Provision (Benefit) for Income Taxes but have an insignificant impact on our reported Provision (Benefit) for Income Taxes and (ii) other discrete tax items. Our structural tax rate for purposes of the calculation of Adjusted EPS for the three months ended March 31, 2026 and 2025 was 15.5% and 17.0%, respectively. The Tax impact of reconciling items and discrete tax items is calculated using the current quarter's estimate of the annual structural tax rate.
(2)Columns may not foot due to rounding.
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Part I. Financial Information
FFO (NAREIT) AND FFO (NORMALIZED)
Funds from operations ("FFO") is defined by the National Association of Real Estate Investment Trusts as net income (loss) excluding depreciation on real estate assets, losses and gains on sale of real estate, net of tax, and amortization of data center leased-based intangibles ("FFO (Nareit)"). We calculate our FFO measures, including FFO (Nareit), adjusting for our share of reconciling items from our unconsolidated joint ventures. FFO (Nareit) does not give effect to real estate depreciation because these amounts are computed, under GAAP, to allocate the cost of a property over its useful life. Because values for well-maintained real estate assets have historically increased or decreased based upon prevailing market conditions, we believe that FFO (Nareit) provides investors with a clearer view of our operating performance. Our most directly comparable GAAP measure to FFO (Nareit) is net income (loss).
We modify FFO (Nareit), as is common among REITs seeking to provide financial measures that most meaningfully reflect their particular business ("FFO (Normalized)"). Our definition of FFO (Normalized) excludes certain items included in FFO (Nareit) that we believe are not indicative of our core operating results, specifically:
EXCLUDED
•Acquisition and Integration Costs
•Restructuring and other transformation
•Loss (gain) on disposal/write-down of property, plant and equipment, net (excluding real estate)
•Other (income) expense, net
•Stock-based compensation expense
•Non-cash amortization related to derivative instruments
•Real estate financing lease depreciation
•Tax impact of reconciling items and discrete tax items
•Intangible impairments
•(Income) loss from discontinued operations, net of tax
RECONCILIATION OF NET INCOME (LOSS) TO FFO (NAREIT) AND FFO (NORMALIZED) (IN THOUSANDS):
THREE MONTHS ENDED MARCH 31,
2026 2025
Net Income (Loss) $ 148,999  $ 16,233 
Add/(Deduct):
Real estate depreciation 111,459  94,147 
Loss (gain) on sale of real estate, net of tax 717  312 
Data center lease-based intangible assets amortization 1,842  2,019 
Our share of FFO (Nareit) reconciling items from our unconsolidated joint ventures 1,598  1,496 
FFO (Nareit) 264,615  114,207 
Add/(Deduct):
Acquisition and Integration Costs 2,921  5,823 
Restructuring and other transformation —  54,746 
Loss (gain) on disposal/write-down of property, plant and equipment, net (excluding real estate)
 6,875  5,292 
Other (income) expense, net, excluding our share of losses (gains) from our unconsolidated joint ventures(1)
 (1,196) 27,382 
Stock-based compensation expense 28,257  26,094 
Non-cash amortization related to derivative instruments (896) 4,176 
Real estate financing lease depreciation 3,924  3,148 
Tax impact of reconciling items and discrete tax items(2)
 (9,896) (11,673)
Our share of FFO (Normalized) reconciling items from our unconsolidated joint ventures (57) (125)
FFO (Normalized) $ 294,547  $ 229,070 
(1)Includes foreign currency transaction (gains) losses, net and other, net. See Note 2.h. to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for additional information regarding the components of Other (income) expense, net.
(2)Represents the tax impact of (i) the reconciling items above, which impact our reported Net Income (Loss) Before Provision (Benefit) for Income Taxes but have an insignificant impact on our reported Provision (Benefit) for Income Taxes and (ii) other discrete tax items. Discrete tax items resulted in a provision (benefit) for income taxes of $(0.3) million and $0.3 million for the three months ended March 31, 2026 and 2025, respectively.
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CRITICAL ACCOUNTING ESTIMATES
Our discussion and analysis of our financial condition and results of operations are based upon our Condensed Consolidated Financial Statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of the financial statements and for the period then ended. On an ongoing basis, we evaluate the estimates used. We base our estimates on historical experience, actuarial estimates, current conditions and various other assumptions that we believe to be reasonable under the circumstances. These estimates form the basis for making judgments about the carrying values of assets and liabilities and are not readily apparent from other sources. Actual results may differ from these estimates. Our critical accounting estimates include the following, which are listed in no particular order:
•Revenue Recognition
•Accounting for Acquisitions
•Impairment of Tangible and Intangible Assets
•Income Taxes
Further detail regarding our critical accounting estimates can be found in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report, and the Consolidated Financial Statements and the Notes included therein. We have determined that no material changes concerning our critical accounting estimates have occurred since December 31, 2025.
RESULTS OF OPERATIONS
COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 2026 TO THE THREE MONTHS ENDED MARCH 31, 2025 (IN THOUSANDS):
THREE MONTHS ENDED MARCH 31, DOLLAR
CHANGE		 PERCENTAGE
CHANGE
2026 2025
Revenues $ 1,936,149 $ 1,592,529 $ 343,620  21.6  %
Operating Expenses 1,540,919 1,338,235 202,684  15.1  %
Operating Income 395,230 254,294 140,936  55.4  %
Other Expenses, Net 246,231 238,061 8,170  3.4  %
Net Income (Loss) 148,999 16,233 132,766  817.9  %
Net Income (Loss) Attributable to Noncontrolling Interests 5,334 281 5,053  1,798.2  %
Net Income (Loss) Attributable to Iron Mountain Incorporated $ 143,665 $ 15,952 $ 127,713  800.6  %
Adjusted EBITDA(1)
 $ 707,939 $ 579,906 $ 128,033  22.1  %
Adjusted EBITDA Margin(1)
 36.6  % 36.4  %
(1)See "Non-GAAP Measures—Adjusted EBITDA" in this Quarterly Report for the definitions of Adjusted EBITDA and Adjusted EBITDA Margin, reconciliation of Net Income (Loss) to Adjusted EBITDA and a discussion of why we believe these non-GAAP measures provide relevant and useful information to our current and potential investors.
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REVENUES
Total revenues consist of the following (in thousands):
THREE MONTHS ENDED MARCH 31, PERCENTAGE CHANGE
2026 2025 DOLLAR
CHANGE		 ACTUAL
CONSTANT
CURRENCY(1)
ORGANIC
GROWTH(2)
 IMPACT OF
ACQUISITIONS
Storage Rental $ 1,094,765  $ 948,376  $ 146,389  15.4  % 12.6  % 12.4  % 0.2  %
Service 841,384  644,153  197,231  30.6  % 27.6  % 24.3  % 3.3  %
Total Revenues $ 1,936,149  $ 1,592,529  $ 343,620  21.6  % 18.6  % 17.2  % 1.4  %
(1)Constant currency growth rate, which is a non-GAAP measure, is calculated by translating the 2025 results at the 2026 average exchange rates.
(2)Our organic revenue growth rate, which is a non-GAAP measure, represents the year-over-year growth rate of our revenues excluding the impact of business acquisitions, divestitures and foreign currency exchange rate fluctuations. Our organic revenue growth rate includes the impact of acquisitions of customer relationships.
TOTAL REVENUES
Primary factors influencing the change in reported storage rental revenue and reported service revenue for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 include the following:
STORAGE RENTAL REVENUE
•organic storage rental revenue growth driven by revenue management in our Global RIM Business segment and lease commencements and improved pricing in our Global Data Center Business segment.
SERVICE REVENUE
•organic service revenue growth driven by increases in Global Digital Solutions and traditional service activity levels in our Global RIM Business segment and growth from new and existing customers in our ALM business; and
•an increase of $16.9 million due to recent acquisitions in our ALM business.
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OPERATING EXPENSES
COST OF SALES
Cost of sales (excluding depreciation and amortization) consists of the following expenses (in thousands):
THREE MONTHS ENDED MARCH 31, PERCENTAGE
CHANGE		 % OF TOTAL REVENUES PERCENTAGE
CHANGE
(FAVORABLE)/
UNFAVORABLE
2026 2025 DOLLAR
CHANGE		 ACTUAL CONSTANT
CURRENCY		 2026 2025
Labor $ 316,031  $ 273,981  $ 42,050  15.3  % 11.8  % 16.3  % 17.2  % (0.9) %
Facilities 330,647  287,406  43,241  15.0  % 11.7  % 17.1  % 18.0  % (0.9) %
Transportation 44,147  43,133  1,014  2.4  % (0.2) % 2.3  % 2.7  % (0.4) %
Product Cost of Sales and Other 198,978  105,684  93,294  88.3  % 85.6  % 10.3  % 6.6  % 3.7  %
Total Cost of sales $ 889,803  $ 710,204  $ 179,599  25.3  % 21.9  % 46.0  % 44.6  % 1.4  %
Primary factors influencing the change in reported Cost of sales for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 include the following:
•an increase in labor costs driven by an increase in service activity, primarily within our Global RIM Business segment;
•an increase in facilities expenses, primarily driven by higher utilities cost in our Global Data Center Business segment, and increases in rent and real estate tax expense; and
•an increase in product cost of sales and other in our ALM business in line with product sales increases from new and existing customers.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses consists of the following expenses (in thousands):
THREE MONTHS ENDED MARCH 31, PERCENTAGE CHANGE % OF TOTAL REVENUES PERCENTAGE
CHANGE
(FAVORABLE)/
UNFAVORABLE
2026 2025 DOLLAR
CHANGE		 ACTUAL CONSTANT
CURRENCY		 2026 2025
General, Administrative and Other $ 274,515  $ 242,874  $ 31,641  13.0  % 11.2  % 14.2  % 15.3  % (1.1) %
Sales, Marketing and Account Management 98,249  86,863  11,386  13.1  % 9.6  % 5.1  % 5.5  % (0.4) %
Total Selling, general and administrative expenses $ 372,764  $ 329,737  $ 43,027  13.0  % 10.8  % 19.3  % 20.7  % (1.4) %
Primary factors influencing the change in reported Selling, general and administrative expenses for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 include the following:
•an increase in general, administrative and other expenses, primarily driven by higher compensation expense; and
•an increase in sales, marketing and account management expenses, primarily driven by higher compensation expense, and increased marketing costs.
DEPRECIATION AND AMORTIZATION
Depreciation expense increased $29.7 million, or 18.3%, for the three months ended March 31, 2026 compared to the prior year period. See Note 2.i. to Notes to Consolidated Financial Statements included in our Annual Report for additional information regarding the useful lives over which our property, plant and equipment is depreciated.
Amortization expense increased $6.0 million, or 8.6%, for the three months ended March 31, 2026 compared to the prior year period.
ACQUISITION AND INTEGRATION COSTS
Acquisition and Integration Costs for the three months ended March 31, 2026 and 2025 were approximately $2.9 million and $5.8 million, respectively.
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LOSS (GAIN) ON DISPOSAL/WRITE-DOWN OF PROPERTY, PLANT AND EQUIPMENT, NET
Loss (gain) on disposal/write-down of property, plant and equipment, net for the three months ended March 31, 2026 and 2025 was approximately $7.6 million and $5.6 million, respectively.
OTHER EXPENSES, NET
INTEREST EXPENSE, NET
Interest expense, net increased $29.1 million to $223.8 million in the three months ended March 31, 2026 from $194.7 million in the prior year period. The increase is primarily due to higher average debt outstanding during the three months ended March 31, 2026 compared to the prior year period. Our weighted average interest rate, inclusive of the fees associated with our outstanding letters of credit, was 5.5% and 5.7% at March 31, 2026 and 2025, respectively. See Note 5 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for additional information regarding our indebtedness.
OTHER (INCOME) EXPENSE, NET
Other (income) expense, net for the three months ended March 31, 2026 and 2025 consists of the following (in thousands):
THREE MONTHS ENDED MARCH 31, DOLLAR
CHANGE
DESCRIPTION 2026 2025
Foreign currency transaction (gains) losses, net(1)
 $ (24,512) $ 29,663  $ (54,175)
Other, net(2)
 19,804  (1,175) 20,979 
Other (Income) Expense, Net $ (4,708) $ 28,488  $ (33,196)
(1)The gains for the three months ended March 31, 2026 primarily consist of the impact of changes in the exchange rate of the Euro against the United States dollar on our intercompany balances with and between certain of our subsidiaries.
(2)Other, net for the three months ended March 31, 2026 primarily consists of a loss of approximately $17.8 million due to the change in value of our deferred purchase obligations.
PROVISION (BENEFIT) FOR INCOME TAXES
We provide for income taxes during interim periods based on our estimate of the effective tax rate for the year. Our effective tax rates for the three months ended March 31, 2026 and 2025 are as follows:
  THREE MONTHS ENDED MARCH 31,
2026 2025
Effective Tax Rate 15.4  % 47.8  %
The primary reconciling items between the federal statutory tax rate of 21.0% and our overall effective tax rate for the three months ended March 31, 2026 were the (i) benefits derived from the dividends paid deduction, (ii) income we recorded in Other (income) expense, net during the period, as well as the differences in the tax rates to which our foreign earnings are subject, partially offset by (iii) disallowed interest expenses of certain entities.
Effective on January 1, 2026, the One Big Beautiful Bill Act increased the maximum allowable value of a REIT’s total assets held in one or more taxable REIT subsidiaries at the end of any quarter from 20% to 25%.
Beginning in 2024, we became subject to the Organization for Economic Cooperation and Development (the “OECD”) Global Anti-Base Erosion Model Rules (“Pillar Two”). Pillar Two may impose additional taxes (“Top-Up Taxes”) if the effective tax rate (as defined by the OECD) in a jurisdiction is below 15%. Pillar Two does not apply to “Excluded Entities” and certain subsidiaries of Excluded Entities. We continue to believe that we qualify as an Excluded Entity as a “Real Estate Investment Vehicle.” In the event certain subsidiaries do not qualify as Excluded Entities, available safe harbor rules could apply that would exempt the entities from any Top-Up Taxes. Substantially all of our non-excluded, non-U.S. jurisdictions qualify for one or more of the safe harbor rules.
On January 5, 2026, the OECD announced a comprehensive Side-by-Side safe harbor package (the “SbS Safe Harbor”) that, if enacted, would exempt U.S.-parented multinational companies from certain Top-Up Taxes under Pillar Two beginning January 1, 2026. While the SbS Safe Harbor is not yet enacted in any foreign jurisdiction where we operate, we expect that the SbS Safe Harbor may be adopted prior to the year ended December 31, 2026.
We do not expect the Top-Up Taxes of the remaining non-U.S. jurisdictions that may not qualify for the safe harbor rules, or the Top-Up Taxes from our U.S. income that may be subject to Pillar Two, to have a material impact on our consolidated financial statements.
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NET INCOME (LOSS) AND ADJUSTED EBITDA
The following table reflects the effect of the foregoing factors on our net income (loss) and Adjusted EBITDA (in thousands):
THREE MONTHS ENDED MARCH 31, DOLLAR
CHANGE		 PERCENTAGE CHANGE
2026 2025
Net Income (Loss) $ 148,999  $ 16,233  $ 132,766  817.9  %
Net Income (Loss) as a percentage of Revenue 7.7  % 1.0  %
Adjusted EBITDA $ 707,939  $ 579,906  $ 128,033  22.1  %
Adjusted EBITDA Margin 36.6  % 36.4  %

Adjusted EBITDA Margin for the three months ended March 31, 2026 increased 20 basis points from the same prior year period driven by favorable overhead management, offset by changes in our revenue mix.
↑ INCREASED BY
$128.0 MILLION OR 22.1%
Adjusted EBITDA
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SEGMENT ANALYSIS
See Note 8 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for a description of our reportable segments.
GLOBAL RIM BUSINESS (IN THOUSANDS)
THREE MONTHS ENDED MARCH 31, PERCENTAGE CHANGE
DOLLAR
CHANGE		 ACTUAL CONSTANT
CURRENCY		 ORGANIC
GROWTH		 IMPACT OF ACQUISITIONS
2026 2025
Storage Rental $ 823,517 $ 757,508 $ 66,009  8.7  % 5.9  % 5.6  % 0.3  %
Service 580,569 498,434 82,135  16.5  % 13.4  % 12.5  % 0.9  %
Segment Revenue $ 1,404,086 $ 1,255,942 $ 148,144  11.8  % 8.9  % 8.3  % 0.6  %
Segment Adjusted EBITDA $ 617,679 $ 556,314 $ 61,365 
Segment Adjusted EBITDA Margin 44.0  % 44.3  %
THREE MONTHS ENDED YEAR OVER YEAR SEGMENT ANALYSIS: GLOBAL RIM BUSINESS (IN MILLIONS)
Storage Rental
Revenue		 Service
Revenue		 Segment
Revenue		 Segment Adjusted
EBITDA
288289
Primary factors influencing the change in revenue and Adjusted EBITDA Margin in our Global RIM Business segment for the three months ended March 31, 2026 compared to the prior year period include the following:
•organic storage rental revenue growth driven by revenue management;
•organic service revenue growth primarily driven by increases in our Global Digital Solutions business and growth in our traditional service activity levels; and
•a 30 basis point decrease in Adjusted EBITDA Margin primarily driven by changes in revenue mix, partially offset by favorable overhead management.
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GLOBAL DATA CENTER BUSINESS (IN THOUSANDS)
THREE MONTHS ENDED MARCH 31, PERCENTAGE CHANGE
DOLLAR
CHANGE		 ACTUAL CONSTANT
CURRENCY		 ORGANIC
GROWTH		 IMPACT OF ACQUISITIONS
2026 2025
Storage Rental $ 252,505 $ 172,945 $ 79,560  46.0  % 43.1  % 43.1  % —  %
Service 2,220 252 1,968  781.0  % 4,948.3  % 4,948.3  % —  %
Segment Revenue $ 254,725 $ 173,197 $ 81,528  47.1  % 44.3  % 44.3  % —  %
Segment Adjusted EBITDA $ 132,763 $ 90,816 $ 41,947 
Segment Adjusted EBITDA Margin 52.1  % 52.4  %

THREE MONTHS ENDED YEAR OVER YEAR SEGMENT ANALYSIS: GLOBAL DATA CENTER BUSINESS (IN MILLIONS)
Storage Rental
Revenue		 Service
Revenue		 Segment
Revenue		 Segment Adjusted
EBITDA
147148
Primary factors influencing the change in revenue and Adjusted EBITDA Margin in our Global Data Center Business segment for the three months ended March 31, 2026 compared to the prior year period include the following:
•organic storage rental revenue growth from leases that commenced during the first three months of 2026 and in prior periods, improved pricing and increased customer usage of power;
•an increase in Adjusted EBITDA primarily driven by organic storage rental revenue growth; and
•a 30 basis point decrease in Adjusted EBITDA Margin reflecting higher pass-through power costs, partially offset by ongoing cost management.
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CORPORATE AND OTHER (IN THOUSANDS)
THREE MONTHS ENDED MARCH 31, PERCENTAGE CHANGE
DOLLAR
CHANGE		 ACTUAL CONSTANT
CURRENCY		 ORGANIC
GROWTH		 IMPACT OF ACQUISITIONS
2026 2025
Storage Rental $ 18,743 $ 17,923 $ 820  4.6  % 3.1  % 3.1  % —  %
Service 258,595 145,467 113,128  77.8  % 75.6  % 64.1  % 11.5  %
Revenue $ 277,338 $ 163,390 $ 113,948  69.7  % 67.6  % 57.4  % 10.2  %
Adjusted EBITDA $ (42,503) $ (67,224) $ 24,721   
Primary factors influencing the change in revenue and Adjusted EBITDA in Corporate and Other (as defined in Note 8 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report) for the three months ended March 31, 2026 compared to the prior year period include the following:
•an increase in service revenue of $16.9 million due to acquisitions in our ALM business;
•organic service revenue growth in our ALM business driven by growth from new and existing customers and improved component pricing trends; and
•an improvement in Adjusted EBITDA driven by service revenue improvement in our ALM business.
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Part I. Financial Information
LIQUIDITY AND CAPITAL RESOURCES
GENERAL
We expect to meet our short-term and long-term cash flow requirements through cash generated from operations, cash on hand, borrowings under the Credit Agreement (as defined below), as well as other potential financings (such as the issuance of debt). Our cash flow requirements, both in the near and long term, include, but are not limited to, capital expenditures, the repayment of outstanding debt, shareholder dividends, potential business acquisitions and normal business operation needs.
CASH FLOWS
The following is a summary of our cash balances and cash flows (in thousands) as of and for the three months ended March 31,
2026 2025
Cash Flows from Operating Activities $ 338,550  $ 197,299 
Cash Flows from Investing Activities (531,467) (766,766)
Cash Flows from Financing Activities 271,222  578,832 
Cash and Cash Equivalents, End of Period 250,710  155,338 
A. CASH FLOWS FROM OPERATING ACTIVITIES
For the three months ended March 31, 2026, net cash flows provided by operating activities increased by $141.3 million compared to the prior year period, primarily due to an increase in net income (loss) (excluding non-cash charges) of $170.7 million, partially offset by a decrease in cash from working capital of $29.4 million.
B. CASH FLOWS FROM INVESTING ACTIVITIES
Our significant investing activity during the three months ended March 31, 2026 included cash paid for capital expenditures of $518.0 million. Additional details of our capital spending are included in the "Capital Expenditures" section below.
C. CASH FLOWS FROM FINANCING ACTIVITIES
Our significant financing activities during the three months ended March 31, 2026 included:
•Net proceeds of approximately $658.1 million primarily associated with borrowings under the Revolving Credit Facility and our data center credit facilities, which were used to partially finance the construction of our data centers.
•Payment of dividends in the amount of $275.6 million on our common stock.



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Part I. Financial Information
CAPITAL EXPENDITURES
The following table presents our capital spend for the three months ended March 31, 2026 and 2025, organized by the type of the spending as described in our Annual Report (in thousands):
  THREE MONTHS ENDED MARCH 31,
NATURE OF CAPITAL SPEND 2026 2025
Growth Investment Capital Expenditures:
Data Center $ 408,084  $ 575,999 
Real Estate 46,936  30,934 
Innovation and Other 37,070  21,584 
Total Growth Investment Capital Expenditures 492,090  628,517 
Recurring Capital Expenditures:
Data Center $ 3,377  $ 3,067 
Real Estate 7,778  8,196 
Non-Real Estate 24,124  16,820 
Total Recurring Capital Expenditures 35,279  28,083 
Total Capital Spend (on accrual basis) $ 527,369  $ 656,600 
Net increase (decrease) in prepaid capital expenditures 11,370  (2,351)
Net (increase) decrease in accrued capital expenditures (20,726) 20,518 
Total Capital Spend (on cash basis) $ 518,013  $ 674,767 
    
Excluding capital expenditures associated with potential future acquisitions, we expect total capital expenditures of approximately $2,200.0 million for the year ending December 31, 2026. Of this, we expect capital expenditures for growth investment of approximately $2,050.0 million and recurring capital expenditures of approximately $150.0 million.
DIVIDENDS
See Note 7 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for a listing of dividends that we declared during the first three months of 2026 and fiscal year 2025.
On April 30, 2026, we declared a dividend to our stockholders of record as of June 15, 2026 of $0.864 per share, payable on July 3, 2026.

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Part I. Financial Information
FINANCIAL INSTRUMENTS AND DEBT
Financial instruments that potentially subject us to credit risk consist principally of cash and cash equivalents (including money market funds and time deposits) and accounts receivable. The only significant concentrations of liquid investments as of March 31, 2026 are related to cash and cash equivalents held in money market funds. See Note 2.d. to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for information on our money market funds and time deposits.
Long-term debt as of March 31, 2026 is as follows (in thousands):
  MARCH 31, 2026
  DEBT (INCLUSIVE OF DISCOUNT) UNAMORTIZED DEFERRED FINANCING COSTS CARRYING AMOUNT
Revolving Credit Facility(1)
 $ 1,285,000  $ (7,724) $ 1,277,276 
Term Loan A(1)
 481,250  —  481,250 
Term Loan B(1)
 2,016,319  (11,885) 2,004,434 
Virginia 6 Term Loans(2)
 210,000  (2,140) 207,860 
Virginia 7 Term Loans(2)
 293,455  (3,535) 289,920 
Virginia 4/5 Term Loans due 2030(2)
 208,224  (3,350) 204,874 
Virginia 3 Term Loans due 2031
 433,000  (8,583) 424,417 
AUD Term Loan(2)
 267,998  (1,915) 266,083 
UK Revolving Credit Facility(2)
 185,035  (1,684) 183,351 
47/8% Notes due 2027(2)
 1,000,000  (2,133) 997,867 
51/4% Notes due 2028(2)
 825,000  (2,362) 822,638 
5% Notes due 2028(2)
 500,000  (1,688) 498,312 
7% Notes(2)
 1,000,000  (6,027) 993,973 
47/8% Notes due 2029(2)
 1,000,000  (5,063) 994,937 
51/4% Notes due 2030(2)
 1,300,000  (6,518) 1,293,482 
41/2% Notes(2)
 1,100,000  (6,119) 1,093,881 
5% Notes due 2032(2)
 750,000  (8,268) 741,732 
55/8% Notes(2)
 600,000  (3,678) 596,322 
61/4% Notes(2)
 1,200,000  (12,302) 1,187,698 
Euro Notes(2)
 1,380,536  (16,247) 1,364,289 
Real Estate Mortgages, Financing Lease Liabilities and Other 780,096  (1,375) 778,721 
Accounts Receivable Securitization Program 400,000  (336) 399,664 
Total Long-term Debt 17,215,913  (112,932) 17,102,981 
Less Current Portion (216,965) —  (216,965)
Long-term Debt, Net of Current Portion $ 16,998,948  $ (112,932) $ 16,886,016 
(1)Collectively, the “Credit Agreement”. The Credit Agreement consists of a revolving credit facility (the “Revolving Credit Facility”), a term loan A facility (the “Term Loan A”) and a term loan B facility (the "Term Loan B").
(2)Each as defined in Note 6 to Notes to Consolidated Financial Statements included in our Annual Report.
See Note 6 to Notes to Consolidated Financial Statements included in our Annual Report and Note 5 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for additional information regarding our long-term debt.
DATA CENTER DEBT AGREEMENTS
On January 9, 2026, Iron Mountain Data Centers Virginia 3, LLC and Iron Mountain Data Centers Virginia 3 Intermediate II, LLC, both wholly owned subsidiaries of Iron Mountain Incorporated, entered into a mortgage loan agreement and a mezzanine loan agreement with a total original principal balance of $433.0 million (the "Virginia 3 Term Loans due 2031"). Virginia 3 Term Loans due 2031 are secured by the property of Iron Mountain Data Centers Virginia 3, LLC and are scheduled to mature on January 9, 2031, at which point all obligations will become due. The Virginia 3 Term Loans due 2031 bear interest at a weighted average rate of 6.33%. Total net proceeds from the Virginia 3 Term Loans due 2031 were used to repay the Virginia 3 Term Loans due 2026 (defined as the Virginia 3 Term Loans in Note 6 to Notes to Consolidated Financial Statements included in our Annual Report) and a portion of the outstanding borrowings under the Revolving Credit Facility.
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DEBT COVENANTS
The Credit Agreement, our bond indentures and other agreements governing our indebtedness contain certain restrictive financial and operating covenants, including covenants that restrict our ability to complete acquisitions, pay cash dividends, incur indebtedness, make investments, sell assets and take other specified corporate actions. The covenants do not contain a rating trigger. Therefore, a change in our debt rating would not trigger a default under the Credit Agreement, our bond indentures or other agreements governing our indebtedness. The Credit Agreement requires that we satisfy a net total lease adjusted leverage ratio and a fixed charge coverage ratio on a quarterly basis, and our bond indentures require that, among other things, we satisfy a leverage ratio (not lease adjusted) or a fixed charge coverage ratio (not lease adjusted) as a condition to taking actions such as paying dividends and incurring indebtedness.
The Credit Agreement uses earnings before interest, taxes, depreciation and amortization and rent expense ("EBITDAR")-based calculations and the bond indentures use EBITDA-based calculations as the primary measures of financial performance for purposes of calculating leverage and fixed charge coverage ratios. The EBITDAR- and EBITDA-based leverage calculations include our consolidated subsidiaries, other than those we have designated as "Unrestricted Subsidiaries" as defined in the Credit Agreement and bond indentures. Generally, the Credit Agreement and the bond indentures use a trailing four fiscal quarter basis for purposes of the relevant calculations and require certain adjustments and exclusions for purposes of those calculations, which make the calculation of financial performance under the Credit Agreement and bond indentures not directly comparable to Adjusted EBITDA as presented herein. These adjustments can be significant. For example, the calculation of financial performance under the Credit Agreement and certain of our bond indentures includes (subject to specified exceptions and caps) adjustments for non-cash charges and for expected benefits associated with (i) completed acquisitions, (ii) certain executed lease agreements associated with our data center business that have yet to commence and (iii) restructuring and other strategic initiatives. The calculation of financial performance under our other bond indentures includes, for example, adjustments for non-cash charges and for expected benefits associated with (i) completed acquisitions and (ii) events that are extraordinary, unusual or non-recurring.
Our leverage and fixed charge coverage ratios under the Credit Agreement as of March 31, 2026 are as follows:
  MARCH 31, 2026 MAXIMUM/MINIMUM ALLOWABLE
Net total lease adjusted leverage ratio 4.8  Maximum allowable of 7.0
Fixed charge coverage ratio 2.5  Minimum allowable of 1.5
We are in compliance with our leverage and fixed charge coverage ratios under the Credit Agreement, our bond indentures and other agreements governing our indebtedness as of March 31, 2026. Noncompliance with these leverage and fixed charge coverage ratios would have a material adverse effect on our financial condition and liquidity.
Our ability to pay interest on or to refinance our indebtedness depends on our future performance, working capital levels and capital structure, which are subject to general economic, financial, competitive, legislative, regulatory and other factors which may be beyond our control. There can be no assurance that we will generate sufficient cash flow from our operations or that future financings will be available on acceptable terms or in amounts sufficient to enable us to service or refinance our indebtedness or to make necessary capital expenditures.
DERIVATIVE INSTRUMENTS
INTEREST RATE SWAP AGREEMENTS
We utilize interest rate swap agreements designated as cash flow hedges to limit our exposure to changes in interest rates on a portion of our floating rate indebtedness. Certain of our interest rate swap agreements have notional amounts that will increase with the underlying hedged transaction. Under our interest rate swap agreements, we receive variable rate interest payments associated with the notional amount of each interest rate swap, based upon the one-month Secured Overnight Financing Rate, in exchange for the payment of fixed interest rates as specified in the interest rate swap agreements. Our interest rate swap agreements are marked to market at the end of each reporting period, representing the fair values of the interest rate swap agreements, and any changes in fair value are recognized as a component of Accumulated other comprehensive items, net. Unrealized gains are recognized as assets, while unrealized losses are recognized as liabilities.
As of March 31, 2026 and December 31, 2025, we have approximately $1,010.0 million and $1,349.0 million, respectively, in notional value outstanding on our interest rate swap agreements. As of March 31, 2026, our interest rate swap agreements have maturity dates ranging from August 2026 through May 2027.
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CROSS-CURRENCY SWAP AGREEMENTS
We utilize cross-currency swaps to hedge the variability of exchange rate impacts between the United States dollar and certain of our foreign functional currencies, including the Euro and the Canadian dollar. As of March 31, 2026, our cross-currency swap agreements have maturity dates ranging from November 2026 through February 2029.
The notional values of our cross-currency swaps, by hedged currency, as of March 31, 2026 and December 31, 2025, are as follows (in thousands):
  MARCH 31, 2026 DECEMBER 31, 2025
Euro $ 504,559  $ 509,187 
Canadian dollar 350,000  350,000 

$ 854,559  $ 859,187 
We have designated these cross-currency swap agreements as hedges of net investments in our Euro and Canadian dollar denominated subsidiaries and they require an exchange of the notional amounts at maturity. These cross-currency swap agreements are marked to market at the end of each reporting period, representing the fair values of the cross-currency swap agreements, and any changes in fair value are recognized as a component of Accumulated other comprehensive items, net. Unrealized gains are recognized as assets, while unrealized losses are recognized as liabilities. The excluded component of our cross-currency swap agreements is recorded in Accumulated other comprehensive items, net and amortized to interest expense on a straight-line basis.
INVESTMENTS
Our joint venture with AGC Equity Partners (the "Frankfurt JV") is accounted for as an equity method investment and is presented as a component of Other within Other assets, net in our Condensed Consolidated Balance Sheets. The carrying value and equity interest in the unconsolidated Frankfurt JV at March 31, 2026 is as follows (in thousands):
MARCH 31, 2026
CARRYING VALUE EQUITY INTEREST
Frankfurt JV
 $ 82,641  20  %
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ITEM 4. CONTROLS AND PROCEDURES
DISCLOSURE CONTROLS AND PROCEDURES
The term "disclosure controls and procedures" is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These rules refer to the controls and other procedures of a company that are designed to ensure that information is recorded, processed, accumulated, summarized, communicated and reported to management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding what is required to be disclosed by a company in the reports that it files under the Exchange Act.
As of March 31, 2026 (the "Evaluation Date"), we carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures. Based upon that evaluation, our chief executive officer and chief financial officer concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management, with the participation of our principal executive officer and principal financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system is designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of published financial statements.
There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Part II. Other Information
PART II. OTHER INFORMATION
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
We did not sell any unregistered equity securities during the three months ended March 31, 2026, nor did we repurchase any shares of our common stock during the three months ended March 31, 2026.
ITEM 5. OTHER INFORMATION
On February 19, 2026, Mr. Daniel Borges, our Senior Vice President and Chief Accounting Officer, adopted a Rule 10b5-1 trading plan to sell (i) up to 288 shares of our common stock, (ii) 100% of the net shares to be acquired upon vesting of 1,578 gross restricted stock units and (iii) 100% of the net shares to be acquired upon vesting of 9,152 gross performance units, during the period from May 21, 2026 through November 30, 2026. Mr. Borges’ plan will terminate on the earlier of November 30, 2026 and the date that all trades under the plan are completed.
This arrangement was entered into during an open trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.
ITEM 6. EXHIBITS
Certain exhibits indicated below are incorporated by reference to documents we have filed with the SEC. Each exhibit marked by a pound sign (#) is a management contract or compensatory plan.
EXHIBIT NO. DESCRIPTION
3.1
3.2
Certificate of Merger, amending the Certificate of Incorporation, effective January 20, 2015. (Incorporated by reference to Exhibit 3.2 to the Company's Form 8-K filed with the SEC on January 21, 2015.)
3.3
Certificate of Amendment of the Certificate of Incorporation, effective May 31, 2024. (Incorporated by reference to Annex A to the Company's Proxy Statement for the 2024 Annual Meeting of Stockholders, filed with the SEC on April 19, 2024.)
3.4
Bylaws of the Company, effective May 9, 2023. (Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed with the SEC on May 12, 2023.)
10.1
10.2
10.3
31.1
31.2
32.1
32.2
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document.
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB Inline XBRL Taxonomy Label Linkbase Document.
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
IRON MOUNTAIN INCORPORATED
By: /s/ DANIEL BORGES
Daniel Borges
 Senior Vice President, Chief Accounting Officer
Dated: April 30, 2026
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EX-10.1 2 irm20260331-ex101.htm EX-10.1 Document

EXHIBIT 10.1 
IRON MOUNTAIN INCORPORATED
Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan
Restricted Stock Unit Agreement
This Restricted Stock Unit Agreement and the associated grant award information (the “Customizing Information”), which Customizing Information is provided in written form or is available in electronic form from the recordkeeper for the Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan, as amended and in effect from time to time (the “Plan”), is made as of the date shown as the “Grant Date” in the Customizing Information (the “Grant Date”) by and between Iron Mountain Incorporated, a Delaware corporation (the “Company”), and the individual identified in the Customizing Information (the “Participant“). This instrument and the Customizing Information are collectively referred to as the “Restricted Stock Unit Agreement.”
WITNESSETH THAT:
WHEREAS, the Company has instituted the Plan; and
WHEREAS, the Compensation Committee (the “Committee”) has authorized the grant of restricted stock units (“RSUs”) with respect to shares of common stock, par value $0.01 per share, of the Company (“Common Stock”) upon the terms and conditions set forth below and pursuant to the Plan, a copy of which is incorporated herein; and
WHEREAS, the Participant acknowledges that the Participant has carefully read this Restricted Stock Unit Agreement and agrees, as provided in Section 18(a) below, that the terms and conditions of the Restricted Stock Unit Agreement reflect the entire understanding between the Participant and the Company regarding this restricted stock unit award (and the Participant has not relied upon any statement or promise other than the terms and conditions of the Restricted Stock Unit Agreement with respect to this restricted stock unit award);
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and the Participant agree as follows. For purposes of this Restricted Stock Unit Agreement, to the extent the Participant is not employed by the Company, “Employer” shall mean the subsidiary of the Company that employs or has otherwise engaged the Participant to perform services on its behalf.
1.Grant. Subject to the terms of the Plan and this Restricted Stock Unit Agreement, the Company hereby grants to the Participant that number of RSUs equal to the corresponding number of shares of Common Stock (the “Underlying Shares”) shown in the Customizing Information under “Restricted Stock Units Granted.”
2.Vesting.
(a)In General. If the Participant remains in an employment, contractual or other service relationship with the Company or a subsidiary of the Company (“Relationship”) as
1
Version 7 – Restricted Stock Unit Agreement 2/16/2026


of a “Vesting Date,” as specified in the Customizing Information, and the Participant as of such date is not in violation of any confidentiality, inventions, non-solicitation and/or non-competition agreement with the Company (to the extent such agreement is permitted under applicable law), all or a portion, as applicable (the “Incremental Amount,” as specified in the Customizing Information), of the RSUs shall vest on such date. For the avoidance of doubt, except as otherwise provided pursuant to the terms of the Plan and Sections 2(b), 2(c) or 2(d) of this Restricted Stock Unit Agreement, if the Participant’s Relationship is terminated for any reason, whether voluntarily or involuntarily, no RSUs granted pursuant to this Restricted Stock Unit Agreement shall vest under any circumstances on and after the date of such termination.
(b)Retirement Vesting. Notwithstanding Section 2(a), if the Participant’s Relationship terminates on account of Retirement (as defined below) on or after the sixth (6th) month anniversary of the Grant Date, the RSUs shall continue to vest on the schedule shown in the Customizing Information, provided the Participant continues to comply with any confidentiality, inventions, non-solicitation and/or non-competition agreement with the Company (to the extent such agreement is permitted under applicable law). Notwithstanding any other provision in this Restricted Stock Unit Agreement, Retirement-eligible employees are entitled to Retirement treatment even if separated as a result of the death or disability of the Participant.
(c)Death or Disability Vesting. Notwithstanding Section 2(a), if the Participant’s Relationship terminates as a result of the Participant’s disability (as determined by the Board on the basis of medical advice satisfactory to it) or death, the Participant’s Vesting Date shall be the date of termination and the Participant shall be fully vested in the Participant’s RSUs, provided the Participant is not as of the date of delivery, or was not as of the date of death, in violation of any confidentiality, inventions, non-solicitation and/or non-competition agreement with the Company (to the extent such agreement is permitted under applicable law).
(d)Committee Discretion. In the event the Participant’s Relationship is terminated for any reason (whether voluntary or involuntary), (i) the Participant’s right to vest in the RSU will, except as provided in Section 9(c) of the Plan or otherwise explicitly in Sections 2(b) or 2(c) of this Restricted Stock Unit Agreement or as provided by the Committee, terminate as of the date of the termination of the Relationship (and will not be extended by any notice period, e.g., a period of “garden leave” or similar period mandated under local law) and (ii) the Committee shall have the exclusive discretion to determine when the Relationship has terminated for purposes of this RSU (including when the Participant is no longer considered to be providing active service while on a leave of absence).
(e)Retirement. “Retirement” means termination of the Participant’s Relationship after the Participant has attained age fifty-five (55), has five (5) Years of Credited Service and has a combined age and Years of Credited Service of at least sixty-five (65). “Years of Credited Service” shall mean the Participant’s years of total adjusted service with the Company, calculated from the Participant’s initial hire date with the Company (or any predecessor business acquired by the Company) and without regard to any lapses in active employment while employed by the Company, such as approved leaves of absences.
2


(f)EU Age Discrimination Rules. If the Participant is a local national of and employed in a country that is a member of the European Union, the grant of the RSUs and the terms and conditions governing the RSUs are intended to comply with the age discrimination provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the “Age Discrimination Rules”). To the extent that a court or tribunal of competent jurisdiction determines that any provision of this Restricted Stock Unit Agreement are invalid or unenforceable, in whole or in part, under the Age Discrimination Rules, the Company, in its sole discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law.
3.Dividend Equivalents. A Participant shall be credited with dividend equivalents equal to the dividends the Participant would have received if the Participant had been the actual record owner of the Underlying Shares on each dividend record date on or after the Grant Date and through the date the Participant receives a settlement pursuant to Section 4 below (the “Dividend Equivalent”). If a dividend on the Stock is payable wholly or partially in Stock, the Dividend Equivalent representing that portion shall be in the form of additional RSUs, credited on a one-for-one basis. If a dividend on the Stock is payable wholly or partially in cash, the Dividend Equivalent representing that portion shall also be in the form of cash and a Participant shall be treated as being credited with any cash dividends, without earnings, until settlement pursuant to Section 4 below. If a dividend on Stock is payable wholly or partially in other than cash or Stock, the Committee may, in its discretion, provide for such Dividend Equivalents with respect to that portion as it deems appropriate under the circumstances. Dividend Equivalents shall be subject to the same terms and conditions as the RSUs originally awarded pursuant to this Restricted Stock Unit Agreement, and they shall vest (or, if applicable, be forfeited) as if they had been granted at the same time as the original RSU. Dividend Equivalents representing the cash portion of a dividend on Stock shall be settled in cash.
4.Delivery of Underlying Shares or Cash Settlement.
(a)With respect to any RSUs that become vested RSUs as of a Vesting Date pursuant to Section 2, the Company shall issue and deliver to the Participant as soon as practicable following the applicable Vesting Date (a) the number of Underlying Shares equal to the number of RSUs vesting on that date or an amount of cash equal to the Fair Market Value, as defined in the Plan, of such Underlying Shares as of that date (or such later delivery date, if applicable) and (b) the amount (and in the form) due with respect to the Dividend Equivalents applicable to such Underlying Shares. Whether Underlying Shares, or the cash value thereof, shall be issued or paid at settlement shall be determined based on the “Form of Settlement” specified in the Customizing Information.
(b)Any shares issued pursuant to this Restricted Stock Unit Agreement shall be issued, without issue or transfer tax, by (i) delivering a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or treasury shares of its Stock as the Company may elect or (ii) issuance of shares of its Stock in book entry form; provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of law.
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Notwithstanding the preceding provisions of this Section 4, delivery of Underlying Shares shall be made, or the amount of cash equivalent thereto shall be paid, only if the required purchase price designated as the “Purchase Price” shown in the Customizing Information per underlying RSU is paid to the Company by means of payment acceptable to the Company in accordance with the terms of the Plan. If the Participant fails to pay for or accept delivery of all of the shares, the right to shares of Stock provided pursuant to this RSU may be terminated by the Company.
5.Responsibility for Taxes.
(a)The Participant acknowledges that, regardless of any action taken by the Company or the Employer, the ultimate liability for all income tax (including federal, state, local and non-US tax), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant or deemed by the Company in its discretion to be an appropriate charge to the Participant even if legally applicable to the Company or the Employer (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld, if any by the Company and/or the Employer. The Participant further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs and Dividend Equivalents or the Underlying Shares, including, but not limited to, the grant, vesting or settlement of the RSUs, the subsequent sale of Underlying Shares acquired pursuant to such settlement and the receipt of any Dividend Equivalents; and (b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of this RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or to achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former service recipient, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
(b)If the Participant’s country of residence (and/or the country of employment, if different) requires withholding of Tax-Related Items, the Company may withhold any shares of Common Stock otherwise issuable upon vesting that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items required to be withheld (or an equivalent cash amount, where the RSUs are settled in cash in the Company’s sole discretion). For purposes of the foregoing, no fractional shares of Stock will be withheld or issued pursuant to the grant of the RSUs. If the obligation for Tax-Related Items is satisfied by withholding shares of Stock or a portion of the cash proceeds (where the RSUs are settled in cash in the Company’s sole discretion), for tax purposes, the Participant shall be deemed to have been issued the full number of shares of Stock (or the gross amount of the cash payment), notwithstanding that a number of shares of Common Stock (or a portion of cash proceeds) are withheld solely for the purpose of satisfying any withholding obligations for the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Plan. In addition, where the RSUs are settled in shares of Common Stock, the Company may, on behalf of the Participant, sell a sufficient number of whole shares of Common Stock issued upon vesting of the RSUs having an aggregate Fair Market Value that would satisfy the withholding amount. Alternatively, the Company or the Employer may, in its discretion and subject to applicable law, withhold any amount necessary to pay the Tax-Related Items from the Participant’s regular salary/wages or other amounts payable to the Participant, with no withholding of shares of Common Stock or cash proceeds payable upon vesting, or may require the Participant to submit payment equivalent to the minimum Tax-Related Items required to be withheld by means of certified check, cashier’s check or wire transfer. In the event the withholding requirements for Tax-Related Items are not satisfied through one of the foregoing methods, no shares of Common Stock will be released to the Participant (or the Participant’s estate) upon vesting of the RSUs (or no cash payment will be made where the RSUs are settled in cash in the Company’s sole discretion) unless and until satisfactory arrangements (as determined by the Company in its sole discretion) have been made by the Participant with respect to the payment of any such Tax-Related Items. By accepting the RSUs, the Participant expressly consents to the withholding methods for Tax-Related Items as provided hereunder and/or any other methods of withholding that the Company or the Employer may take and are permitted under the Plan to meet the withholding and/or other requirements as provided under applicable laws, rules and regulations. All Tax-Related Items related to the RSUs shall be the sole responsibility of the Participant.
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(c)The Company may withhold or account for Tax-Related Items by considering statutory withholding amounts or other withholding rates, including up to the maximum rate applicable in the Participant’s jurisdiction(s). If the maximum rate is used, the Participant may receive a refund of any over-withheld amount in cash from the Company or the Employer and will have no entitlement to the equivalent amount in Common Stock or, if not refunded, the Participant may be able to seek a refund from the local tax authorities. Further, if the obligation for the Tax-Related Items is satisfied by withholding in Underlying Shares, for tax purposes, the Participant will be deemed to have been issued the full number of Underlying Shares subject to the vested RSUs, notwithstanding that a number of the Underlying Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Plan.
6.Non-assignability of RSUs and Dividend Equivalents. RSUs and Dividend Equivalents shall not be assignable or transferable by the Participant except by will or by the applicable laws of descent and distribution or as permitted by the Committee in its discretion pursuant to the terms of the Plan. During the life of the Participant, delivery of shares of Stock or payment of cash as settlement of RSUs and Dividend Equivalents shall be made only to the Participant, to a conservator or guardian duly appointed for the Participant by reason of the Participant’s incapacity or to the person appointed by the Participant in a durable power of attorney acceptable to the Company’s counsel.
7.Compliance with Securities Act; Lock-Up Agreement. The Company shall not be obligated to sell or issue any Underlying Shares or other securities in settlement of RSUs and Dividend Equivalents hereunder unless the shares of Stock or other securities are at that time effectively registered or exempt from registration under the Securities Act and applicable federal, state, local, provincial or foreign securities, exchange control and other laws and in compliance with all applicable requirements of any stock exchange or national market system in which the Stock may be listed. In the event shares or other securities shall be issued that shall not be so registered, the Participant hereby represents, warrants and agrees that the Participant will receive such shares or other securities for investment and not with a view to their resale or distribution, and will execute an appropriate investment letter satisfactory to the Company and its counsel. The Participant further hereby agrees that as a condition to the settlement of RSUs and Dividend Equivalents, the Participant will execute an agreement in a form acceptable to the Company to the effect that the shares shall be subject to any underwriter’s lock-up agreement in connection with a public offering of any securities of the Company that may from time to time apply to shares held by officers and employees of the Company, and such agreement or a successor agreement must be in full force and effect.
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8.Legends. The Participant hereby acknowledges that the stock certificate or certificates (or entries in the case of book entry form) evidencing shares of Stock or other securities issued pursuant to any settlement of an RSU or Dividend Equivalent hereunder may bear a legend (or provide a restriction) setting forth the restrictions on their transferability described in Section 7 hereof, if such restrictions are then in effect.
9.Rights as Stockholder. The Participant shall have no rights as a stockholder with respect to any RSUs, Dividend Equivalents or Underlying Shares until the date of issuance of a stock certificate (or appropriate entry is made in the case of book entry form) for Underlying Shares and any Dividend Equivalents. Except as provided by Section 3, no adjustment shall be made for any rights for which the record date is prior to the date such stock certificate is issued (or appropriate entry is made in the case of book entry form), except to the extent the Committee so provides, pursuant to the terms of the Plan and upon such terms and conditions it may establish.
10.Effect Upon Employment and Performance of Services. Nothing in this Restricted Stock Unit Agreement or the Plan shall be construed to impose any obligation upon the Company or any subsidiary to employ or utilize the services of the Participant or to retain the Participant in its employ or to engage or retain the services of the Participant.
11.Time for Acceptance. Unless the Participant shall evidence acceptance of this Restricted Stock Unit Agreement by electronic or other means prescribed by the Committee within sixty (60) days after its delivery, the RSUs and Dividend Equivalents shall be null and void (unless waived by the Committee).
12.Breach of Restrictive Covenants. In the event that the Participant breaches any confidentiality, inventions, non-solicitation and/or non-competition agreement with the Company and such agreement is permitted by applicable laws, and such agreement is permitted by applicable laws, (i) the Participant shall forfeit (and shall not vest in) all RSU awards to the extent that stock certificates (or appropriate entry in the case of book entry form), cash or other property, as applicable, have not yet been delivered with respect to any RSU and (ii) the Participant shall pay to the Company an amount equal to the excess of the Fair Market Value of the Underlying Shares as of the date of settlement (whether settled in cash or Stock) over the Purchase Price, if any, paid (or deemed paid) together with the value of any Dividend Equivalents; provided, however, that the Committee in its discretion may release the Participant from the requirement to make such payment, if the Committee determines that the Participant’s breach of such agreement is not inimical to the best interests of the Company. In accordance with applicable law, the Company may deduct the amount of payment due under the preceding sentence from any compensation or other amount payable by the Company to the Participant. For purposes of this Section 12, the term “Company” refers to the Company as defined in the last sentence of Section 1 of the Plan.
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13.Section 409A of the Internal Revenue Code. The RSUs and Dividend Equivalents granted hereunder are intended to avoid the potential adverse tax consequences to the Participant of Section 409A of the Code and the Committee may make such modifications to this Restricted Stock Unit Agreement as it deems necessary or advisable to avoid such adverse tax consequences. If and to the extent that the RSUs and Dividend Equivalents are subject to Section 409A, in addition to the provisions of Section 12(f) of the Plan, any payment upon termination of the Relationship shall be made only upon a “separation from service” under Section 409A, and the Participant may not directly or indirectly designate the calendar year of a payment.
14.Electronic Delivery and Participation. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means or to request the Participant’s consent to participate in the Plan by electronic means. The Participant consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
15.Company Clawback Policy; Recoupment Requirements. This RSU shall be subject to any applicable clawback or recoupment policies, share trading policies, corporate governance standards and other policies that may be implemented by the Board from time to time, in accordance with applicable law. Notwithstanding anything in this Restricted Stock Unit Agreement to the contrary, the Participant acknowledges and agrees that this Restricted Stock Unit Agreement and the award described herein are (a) subject to the terms and conditions of the Company’s clawback or similar compensation recoupment policy as may be in effect from time to time, and (b) subject to deduction, recoupment or forfeiture to the extent required to comply with any recoupment requirement imposed under applicable laws, rules, regulations or stock exchange listing standards, any of which could in certain circumstances require repayment or forfeiture of the RSUs or other cash or property received with respect to the RSUs (including any value received from a disposition of the RSUs). In order to satisfy any recoupment obligations arising under the Company’s compensation clawback policy or otherwise under applicable laws, rules, regulations or stock exchange listing standards, among other things, the Participant expressly and explicitly authorizes the Company to issue instructions on the Participant’s behalf to any brokerage firm or stock plan service provider engaged by the Company to hold any shares of Stock or other amounts acquired pursuant to the RSUs to re-convey, transfer or otherwise return such shares and/or other amounts to the Company upon the Company’s enforcement of the compensation clawback or similar policy or any other recoupment obligations.
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16.Nature of Award. By accepting this RSU, the Participant acknowledges, understands and agrees that:
(a)the Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan and this Restricted Stock Unit Agreement;
(b)the grant of this RSU is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards under the Plan or benefits in lieu of Plan awards, even if RSUs or other Plan awards have been granted in the past;
(c)all decisions with respect to future RSU awards will be at the sole discretion of the Committee;
(d)the Participant is voluntarily participating in the Plan;
(e)the future value of the Underlying Shares is unknown and cannot be predicted with certainty;
(f)if the Participant resides and/or works outside the United States, the following additional provisions shall apply:
(i)this RSU, including any Dividend Equivalents, the Underlying Shares, and the income from and value of same are not intended to replace any pension rights or compensation;
(ii)this RSU, including any Dividend Equivalents, the Underlying Shares, and the income from and value of same, do not constitute compensation of any kind for services of any kind rendered to the Company and/or any subsidiary thereof and are outside the scope of the Participant’s employment contract, if any;
(iii)this RSU, including any Dividend Equivalents, any Underlying Shares, and the income from and value of same are not part of normal or expected compensation or salary, including, but not limited to, for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, service awards, pension or retirement or welfare benefits or similar payments unless such other arrangement explicitly provides to the contrary;
(iv)no claim or entitlement to compensation or damages shall arise from forfeiture of the RSU, including any Dividend Equivalents, resulting from the Participant’s termination of the Relationship (for any reason and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any) or enforcement of any applicable clawback policy or recoupment requirements applicable to the RSUs or Underlying Shares or other benefits or payments relating to the RSUs.
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(v)the Company shall not be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States dollar that may affect the value of this RSU or any amounts due pursuant to the settlement of the RSU or the subsequent sale of any Underlying Shares acquired upon settlement.
17.Country-Specific Provisions; Imposition of Other Requirements.
(a)Notwithstanding any provision in this Restricted Stock Unit Agreement, this RSU shall be subject to any special terms and conditions set forth in any Appendix to this Restricted Stock Unit Agreement for the Participant’s country of residence (and country of employment, if different). Moreover, if the Participant relocates to or otherwise becomes subject to the laws, rules and/or regulations of one of the countries included in the Appendix, the additional or different terms and conditions for such country will apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons and provided the imposition of the term or condition will not result in any adverse accounting expense with respect to the RSUs (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer). The Appendix constitutes part of this Restricted Stock Unit Agreement.
(b)The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the RSUs and on any Underlying Shares to the extent the Company determines it is necessary or advisable for legal or administrative reasons and provided the imposition of the term or condition will not result in any adverse accounting expense to the Company, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
18.General Provisions.
(a)Amendment; Waivers. This Restricted Stock Unit Agreement, including the Plan, contains the full and complete understanding and agreement of the parties hereto as to the subject matter hereof, and except as otherwise permitted by the express terms of the Plan and this Restricted Stock Unit Agreement and applicable law, it may not be modified or amended nor may any provision hereof be waived without a further written agreement duly signed by each of the parties; provided, however, that a modification or amendment that does not materially diminish the rights of the Participant hereunder, as they may exist immediately before the effective date of the modification or amendment, shall be effective upon written notice of its provisions to the Participant, to the extent permitted by applicable law. The waiver by either of the parties hereto of any provision hereof in any instance shall not operate as a waiver of any other provision hereof or in any other instance. The Participant shall have the right to receive, upon request, a written confirmation from the Company of the Customizing Information.
(b)Binding Effect. This Restricted Stock Unit Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, representatives, successors and assigns.
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(c)Fractional RSUs, Underlying Shares and Dividend Equivalents. All fractional Underlying Shares and Dividend Equivalents settled in Stock resulting from the application of the Vesting Schedule or the adjustment provisions contained in the Plan shall be rounded down to the nearest whole share. If cash in lieu of Underlying Shares is delivered at settlement, or Dividend Equivalents are settled in cash, the amount paid shall be rounded down to the nearest penny.
(d)Governing Law and Venue. This Restricted Stock Unit Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to the principles of conflicts of law. Unless the Participant is subject to a mutual agreement to arbitrate with the Company, the Participant agrees to institute any legal action or legal proceeding relating to the Restricted Stock Unit Agreement or the Plan in Boston Municipal Court, Massachusetts, or in federal court in Boston, Massachusetts, United States of America, and no other courts, where this grant is made and/or to be performed. The Participant agrees to submit to the jurisdiction of and agrees that venue is proper in the aforesaid courts in any such action or proceeding and waives, to the fullest extent permitted by law, any objection that the laying of venue of any legal or equitable proceedings related to, concerning or arising from such dispute which is brought in any such court is improper or that such proceedings have been brought in an inconvenient forum.
(e)Construction. This Restricted Stock Unit Agreement is to be construed in accordance with the terms of the Plan. In case of any conflict between the Plan and this Restricted Stock Unit Agreement, the Plan shall control. The titles of the sections of this Restricted Stock Unit Agreement and of the Plan are included for convenience only and shall not be construed as modifying or affecting their provisions. Capitalized terms not defined herein shall have the meanings given to them in the Plan.
(f)Language. The Participant acknowledges that the Participant is sufficiently proficient in English or has consulted with an advisor who is sufficiently proficient in English, so as to understand the terms and conditions of the Restricted Stock Unit Agreement. If the Participant receives this Restricted Stock Unit Agreement, or any other document related to this RSU and/or the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.
(g)Data Privacy Notice and Consent. The Company is located in the United States of America and grants RSUs under the Plan to employees of the Company and its subsidiaries in its sole discretion. In conjunction with the Company’s grant of the RSUs under the Plan and its ongoing administration of such awards, the Company is providing the following information about its data collection, processing and transfer practices (“Personal Data Activities”). In accepting the grant of the RSUs, the Participant expressly and explicitly consents to the Personal Data Activities as described herein.
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(i)Data Collection, Processing and Usage. The Company collects, processes and uses the Participant’s personal data, including the Participant’s name, home address, email address, and telephone number, date of birth, social insurance/passport number or other identification number (e.g. resident registration number), salary, citizenship, job title, any shares of Common Stock or directorships held in the Company, and details of all RSUs or any other equity compensation awards granted, canceled, exercised, vested, or outstanding in the Participant’s favor, which the Company receives from the Participant or the Employer (“Personal Information”). In granting the RSUs under the Plan, the Company will collect the Participant’s Personal Information for purposes of allocating shares of Common Stock and implementing, administering and managing the Plan. The Company’s legal basis for the collection, processing and usage of the Participant’s Personal Information is the Participant’s consent.
(ii)Stock Plan Administration Service Provider. The Company transfers the Participant’s Personal Information to Fidelity Stock Plan Services LLC, an independent service provider based in the United States, which assists the Company with the implementation, administration and management of the Plan (the “Stock Plan Administrator”). In the future, the Company may select a different Stock Plan Administrator and share the Participant’s Personal Information with another company that serves in a similar manner. The Stock Plan Administrator will open an account for the Participant to receive and trade shares of Common Stock acquired under the Plan. The Participant will be asked to agree on separate terms and data processing practices with the Stock Plan Administrator, which is a condition to the Participant’s ability to participate in the Plan.
(iii)International Data Transfers. The Company and the Stock Plan Administrator are based in the United States. The Participant should note that the Participant’s country of residence may have enacted data privacy laws that are different from the United States. The Company’s legal basis for the transfer of the Participant’s Personal Information to the United States is the Participant’s consent.
(iv)Voluntariness and Consequences of Consent Denial or Withdrawal. The Participant’s participation in the Plan and the Participant’s grant of consent is purely voluntary. The Participant may deny or withdraw the Participant’s consent at any time. If the Participant does not consent, or if the Participant later withdraws the Participant’s consent, the Participant may be unable to participate in the Plan. This would not affect the Participant’s existing employment or salary; instead, the Participant merely may forfeit the opportunities associated with the Plan.
(v)Data Subject Rights. The Participant may have a number of rights under the data privacy laws in the Participant’s country of residence. For example, the Participant’s rights may include the right to (i) request access or copies of personal data the Company processes, (ii) request rectification of incorrect data, (iii) request deletion of data, (iv) place restrictions on processing, (v) lodge complaints with competent authorities in the Participant’s country of residence, and/or (vi) request a list with the names and addresses of any potential recipients of the Participant’s Personal Information. To receive clarification regarding the Participant’s rights or to exercise the Participant’s rights, the Participant should contact the Participant’s local human resources department.
(h)No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition of sale of Underlying Shares. The
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Participant is hereby advised to consult with the Participant’s own personal tax, legal and financial advisors regarding participation in the Plan before taking any action related to the Plan.
(i)Severability. The provisions of this Restricted Stock Unit Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
(j)Legal and Tax Compliance; Cooperation. If the Participant resides or is employed outside of the United States, the Participant agrees, as a condition of the grant of the RSUs, to repatriate all payments attributable to the Underlying Shares and/or cash acquired under the Plan (including, but not limited to, dividends and any proceeds derived from the sale of Shares acquired pursuant to the RSUs) if required by and in accordance with local foreign exchange rules and regulations in the Participant ‘s country of residence (and country of employment, if different). In addition, the Participant also agrees to take any and all actions, and consent to any and all actions taken by the Company and its subsidiaries, as may be required to allow the Company and its subsidiaries to comply with local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different). Finally, the Participant agrees to take any and all actions as may be required to comply with the Participant’s personal legal and tax obligations under local laws, rules and regulations in the Participant ‘s country of residence (and country of employment, if different).
(k)Private Offering. The grant of the RSUs is not intended to be a public offering of securities in the Participant’s country of residence (and country of employment, if different). The Company has not submitted any registration statement, prospectus or other filing with the local securities authorities with respect to the grant of the RSUs (unless otherwise required under local law). No employee of the Company is permitted to advise the Participant on whether the Participant should acquire Underlying Shares under the Plan or provide the Participant with any legal, tax or financial advice with respect to the grant of the RSUs. Investment in shares of Common Stock involves a degree of risk. Before deciding to acquire Underlying Shares pursuant to the RSUs, the Participant should carefully consider all risk factors and tax considerations relevant to the acquisition of Shares under the Plan or the disposition of them. Further, the Participant should carefully review all of the materials related to the RSUs and the Plan, and the Participant should consult with the Participant’s personal legal, tax and financial advisors for professional advice in relation to the Participant’s personal circumstances.
(l)Insider Trading/Market Abuse. The Participant may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, including, but not limited to the United States and the Participant’s country, which may affect the Participant’s ability to accept, acquire, sell or otherwise dispose of Underlying Shares or rights to Underlying Shares (e.g., RSUs) or rights linked to the value of Underlying Shares during such times as the Participant is considered to have “inside information” regarding the Company as defined in the laws or regulations in the applicable jurisdictions. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable insider trading policy of the Company. The Participant is responsible for complying with any applicable restrictions and should consult with the Participant’s personal legal advisor on this matter.
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(m)Foreign Asset/Account Reporting; Exchange Control Requirements. The Participant’s country may have certain foreign asset and/or foreign account reporting requirements and exchange controls which may affect the Participant’s ability to acquire or hold Underlying Shares acquired under the Plan or cash received from participating in the Plan in a brokerage or bank account outside the Participant’s country. The Participant may be required to report such accounts, assets or transactions to the tax or other authorities in the Participant’s country. The Participant also may be required to repatriate sale proceeds or other funds received as a result of the Participant’s participation in the Plan to the Participant’s country through a designated bank or broker and/or within a certain time after receipt. The Participant is responsible for complying with any applicable requirements and should consult with the Participant’s personal tax and legal advisors on such matters.



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IRON MOUNTAIN INCORPORATED
Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan
Restricted Stock Unit Agreement

Appendix
Country-Specific Provisions
Capitalized terms used but not defined in this Appendix have the meanings set forth in the Plan and/or the Restricted Stock Unit Agreement.
Terms and Conditions
This Appendix includes terms and conditions that govern the RSUs and/or the Underlying Shares if the Participant is a citizen or resident of and/or works in one of the jurisdictions listed below. These terms and conditions are in addition to, or, if so indicated, in place of, the other terms and conditions set forth in this Restricted Stock Unit Agreement.
If the Participant is a citizen or resident of a country other than the one in which the Participant is currently working (or is considered as such for local law purposes) or if the Participant transfers employment, service or residency to a different jurisdiction after the Grant Date, the Company will, in its discretion, determine the extent to which the terms and conditions contained herein will be applicable to the Participant.
Notifications
This Appendix  also includes notifications relating to exchange control, securities laws and other issues of which the Participant should be aware with respect to the Participant’s participation in the Plan. The information is based on the exchange control, securities and other laws in effect in the respective countries as of January 2026. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant not rely on the notifications herein as the only source of information relating to the consequences of participation in the Plan because the information may be out of date at the time the RSUs vest and are settled or Underlying Shares are sold.
In addition, the information contained herein is general in nature and may not apply to each particular Participant’s situation and the Company is not in a position to assure a Participant of any particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in a particular country may apply to the Participant’s situation.
If the Participant is a citizen or resident of a country other than the one in which the Participant is currently working, transfers employment or service location after the Grant Date, or is considered a resident of another country for local law purposes, the information contained herein may not apply to the Participant in the same manner, and the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply.
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ARGENTINA
Terms and Conditions
Nature of Award. The following provision supplements Section 16 of the Restricted Stock Unit Agreement:
In accepting the RSUs, the Participant acknowledges and agrees that the grant of RSUs is made by the Company (not the Employer) in its sole discretion and that the value of the RSUs or any Shares acquired under the Plan shall not constitute salary or wages for any purpose under Argentine labor law, including, but not limited to, the calculation of (i) any labor benefits including, without limitation, vacation pay, thirteenth salary, compensation in lieu of notice, annual bonus, disability, and leave of absence payments, etc., or (ii) any termination or severance indemnities or similar payments. If, notwithstanding the foregoing, any benefits under the Plan are considered as salary or wages for any purpose under Argentine labor law, the Participant acknowledges and agrees that such benefits shall not accrue more frequently than on the relevant Vesting Date(s).
Notifications
Securities Law Information. Neither the RSUs nor the Underlying Shares are publicly offered or listed on any stock exchange in Argentina and, as a result, have not been and will not be registered with the Argentine Securities Commission (Comisión Nacional de Valores). Neither this Restricted Stock Unit Agreement nor any other offering material related to the RSUs nor the Underlying Shares may be utilized in connection with any general offering to the public in Argentina. Argentine residents who acquire RSUs or Underlying Shares under the Plan do so under their own responsibility according to the terms of a private offering made from outside Argentina. Any Argentine resident who acquires Underlying Shares shall not transfer such Underlying Shares to any other person within six months of acquiring the Underlying Shares, unless the transaction is conducted outside Argentina and the Underlying Shares are not sold back to the Company. Accordingly, the transfer restriction should not apply if the Underlying Shares are sold on the New York Stock Exchange.
Exchange Control Information. Exchange control regulations in Argentina are subject to frequent change. The Participant is solely responsible for complying with any and all Argentine currency exchange restrictions, approvals and reporting requirements in connection with the vesting and settlement of the RSUs, the subsequent sale of any Shares acquired at vesting/settlement and the receipt of any dividends paid on such Shares. The Participant should consult with the Participant’s personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations the Participant may have in connection with the Participant’s participation in the Plan.
Foreign Asset/Account Reporting Information. If the Participant holds the Underlying Shares as of December 31 of any year, the Participant is required to report the holding of the Underlying Shares on the Participant’s personal tax return for the relevant year. The Participant should consult with the Participant’s personal advisor(s) regarding any personal foreign asset/foreign account tax obligations the Participant may have in connection with the Participant’s participation in the Plan.
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AUSTRALIA
Terms and Conditions
Award Conditioned on Satisfaction of Regulatory Obligations. If the Participant is (a) a director of a Company subsidiary incorporated in Australia, or (b) a person who is a management-level executive of a Company subsidiary incorporated in Australia and who also is a director of a Company subsidiary incorporated outside of Australia, the grant of the RSUs is conditioned upon satisfaction of the shareholder approval provisions of section 200B of the Corporations Act 2001 (Cth) in Australia.
Notifications
Securities Law Information. The grant of the RSUs is being made pursuant to Division 1A, Part 7.12 of the Corporations Act 2001 (Cth).
Tax Notification. The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (subject to conditions in the Act).
Exchange Control Information. Exchange control reporting is required for cash transactions exceeding AUD 10,000 and international fund transfers. The Australian bank assisting with the transaction will file the report. If there is no Australian bank involved in the transfer, the Participant personally will be required to file the report. The Participant should consult with the Participant’s personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations the Participant may have in connection with participation in the Plan.
AUSTRIA
Terms and Conditions
No country-specific provisions.
Notifications
Exchange Control Information. If the Participant holds securities (including Shares acquired under the Plan) or cash (including proceeds from the sale of Underlying Shares) outside Austria, the Participant will be required to report certain information to the Austrian National Bank if certain thresholds are exceeded. Specifically, if the Participant holds securities outside Austria, reporting requirements will apply if the value of such securities meets or exceeds €5,000,000 as of the end of any calendar quarter. Further, if the Participant holds cash in accounts outside Austria, monthly reporting requirements will apply if the aggregate transaction volume of such cash accounts meets or exceeds €10,000,000. These thresholds may be subject to change. The Participant should consult with the Participant’s personal advisor(s) regarding any personal legal,
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regulatory or foreign exchange obligations the Participant may have in connection with the Participant’s participation in the Plan.
BELGIUM
Terms and Conditions
No country-specific provisions.
Notifications
Foreign Asset/Account Reporting Information. The Participant is required to report any securities (e.g., Shares acquired under the Plan) or bank accounts (including brokerage accounts) opened and maintained outside of Belgium on the Participant’s annual tax return. The Participant will also be required to complete a separate report, providing the National Bank of Belgium with details regarding any such account (including the account number, the name of the bank in which such account is held and the country in which such account is located). This report, as well as additional information on how to complete it, can be found on the website of the National Bank of Belgium, www.nbb.be, under Kredietcentrales / Centrales des crédits caption. The Participant should consult with the Participant’s personal advisor(s) regarding any personal foreign asset/foreign account tax obligations the Participant may have in connection with the Participant’s participation in the Plan.
Stock Exchange Tax Information. A stock exchange tax applies to transactions executed by a Belgian resident through a non-Belgian financial intermediary, such as a U.S. broker. The stock exchange tax will apply when Shares acquired pursuant to the RSUs are sold. The Participant should consult with a personal tax or financial advisor for additional details on the Participant’s obligations with respect to the stock exchange tax.
Annual Securities Account Tax. An annual securities accounts tax may be payable if the total value of securities held in a Belgian or foreign securities account (e.g., Underlying Shares acquired under the Plan) exceeds a certain threshold on four reference dates within the relevant reporting period (i.e., December 31, March 31, June 30 and September 30). In such case, the tax will be due on the value of the qualifying securities held in such account. The Participant should consult with a personal tax or financial advisor for additional details on the Participant’s obligations with respect to the annual securities account tax.
BRAZIL
Terms and Conditions
Nature of Award. The following provision supplements Section 16 of the Restricted Stock Unit Agreement:
By accepting the RSUs, the Participant agrees that the Participant is (i) making an investment decision; and (ii) the value of the Underlying Shares is not fixed and may increase or decrease in value over the vesting period without compensation to the Participant.
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Compliance with Law. By accepting the RSUs, the Participant acknowledges that the Participant agrees to comply with applicable Brazilian laws and to pay any and all applicable taxes associated with the vesting of the RSUs, and the sale of Underlying Shares acquired under the Plan and the receipt of any dividends.
Notifications
Foreign Asset/Account Reporting Information. If the Participant is a resident or domiciled in Brazil, the Participant may be required to submit an annual declaration of assets and rights held outside of Brazil to the Central Bank of Brazil. If the aggregate value of such assets and/or rights is US$1,000,000 or more but less than US$100,000,000, a declaration must be submitted annually. If the aggregate value exceeds US$100,000,000, a declaration must be submitted quarterly.
Tax on Financial Transaction (IOF). Repatriation of funds (e.g., the proceeds from the sale of Underlying Shares) into Brazil and the conversion of USD into BRL associated with such fund transfers may be subject to the Tax on Financial Transactions. It is the Participant’s responsibility to comply with any applicable Tax on Financial Transactions arising from the Participant’s participation in the Plan. The Participant should consult with the Participant’s personal tax advisor for additional details.
CANADA
Terms and Conditions
RSUs Payable Only in Shares. Notwithstanding any discretion in the Plan or anything to the contrary in this Restricted Stock Unit Agreement, the grant of the RSUs does not provide the Participant any right to receive a cash payment and the RSUs may be settled only in shares of Common Stock.
Termination of Relationship. The following provision supplements Section 2(d) of the Restricted Stock Unit Agreement.
Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, the Participant’s right to vest in the RSUs under the Plan, if any, will terminate effective as of the last day of the Participant’s minimum statutory notice period, but the Participant will not earn or be entitled to a pro-rata vesting if the vesting date falls after the end of the statutory notice period, nor will the Participant be entitled to any compensation for lost vesting.

The following two provisions apply if the Participant is a resident of Quebec:
Language. A French translation of this Restricted Stock Unit Agreement, the Plan and certain other documents related to the offer will be made available to the Participant as soon as reasonably practicable following the Participant’s written request. Notwithstanding the Language provision included in Section 18(f) of the Restricted Stock Unit Agreement, to the extent required by applicable law and unless the Participant indicates otherwise, the French translation of such documents will govern the Participant’s participation in the Plan.
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Langue. Une traduction française du présent Contrat, du Plan et de certains autres documents liés à l’offre sera mise à la disposition du Participant dès que cela sera raisonnablement possible suite à la demande écrite du Participant. Nonobstant la disposition reprise ci-dessus dans la Section 18(f) du Contrat relative à la Langue, dans la mesure où la loi applicable l’exige et à moins que le Participant n’indique le contraire, la traduction française de ces documents régira la participation au Plan du Participant.
Data Privacy
The following provision supplements Section 18(g) of the Restricted Stock Unit Agreement:
The Participant hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Participant’s awards under the Plan. The Participant further authorizes the Company, its subsidiaries and the Stock Plan Administrator to disclose and discuss the Participant’s participation in the Plan with their respective advisors. The Participant further authorizes the Company and its subsidiaries to record such information and to keep such information in the Participant’s employee file. The Participant acknowledges that the Participant’s personal information, including any sensitive personal information, may be transferred or disclosed outside the province of Quebec, including to the U.S. If applicable, the Participant also acknowledges that the Company, its subsidiaries and the Stock Plan Administrator may use technology for profiling purposes and to make automated decisions that may have an impact on the Participant or the administration of the Plan.
Notifications
Securities Law Information. The Participant is permitted to sell Underlying Shares acquired upon the vesting and settlement of the RSUs through the designated broker appointed under the Plan, if any, provided the resale of Underlying Shares acquired under the Plan takes place outside of Canada through the facilities of a stock exchange on which the shares of Stock are listed. The Underlying Shares are currently listed on the New York Stock Exchange.
Foreign Asset/Account Reporting Information. Specified foreign property, including the RSUs, Underlying Shares, and other rights to receive shares of a non-Canadian company held by a Canadian resident generally must be reported annually on a Form T1135 (Foreign Income Verification Statement) if the total cost of the foreign property exceeds C$100,000 at any time during the year. Thus, the unvested portion of the RSUs must be reported – generally at a nil cost – if the C$100,000 cost threshold is exceeded because the Participant holds other specified foreign property. When Underlying Shares are acquired, their cost generally is the adjusted cost base (“ACB”) of the Underlying Shares. The ACB ordinarily will equal the fair market value of the Underlying Shares at the time of acquisition, but if the Participant owns other shares of Stock, the ACB may need to be averaged with the ACB of the other shares of Stock. The Participant should consult with the Participant’s personal advisor(s) regarding any personal foreign asset/foreign account tax obligations the Participant may have in connection with the Participant’s participation in the Plan.
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CHILE
Terms and Conditions
No country-specific provisions.
Notifications
Securities Law Information - Ruling N° 336. The RSUs constitute a private offering of securities in Chile effective as of the Grant Date, and is expressly subject to general ruling N° 336 of the Chilean Commission for the Financial Market (“CMF”). The RSUs refer to securities not registered at the securities registry or at the foreign securities registry of the CMF, and, therefore, such securities are not subject to oversight of the CMF. Given that the Underlying Shares are not registered in Chile, the Company is not required to provide public information about the RSUs or the Underlying Shares in Chile. Unless the RSUs and/or the Underlying Shares are registered with the CMF, a public offering of such securities cannot be made in Chile.
Exchange Control Information. If the Participant’s aggregate investments held outside of Chile (including the value of Underlying Shares acquired under the Plan) are equal to or greater than USD 5,000,000, the Participant must provide the Central Bank with updated information accumulated for a three-month period within 45 calendar days of March 31, June 30 and September 30 and within 60 calendar days of December 31. Annex 3.1 of Chapter XII of the Foreign Exchange Regulations Manual must be used to file this report.
The Participant is not required to repatriate funds obtained from the sale of Underlying Shares or the receipt of any dividends to Chile. However, if the Participant decides to repatriate such funds, the Participant must do so through the Formal Exchange Market if the funds exceed USD 10,000. In such case, the Participant must report the payment to a commercial bank or the registered foreign exchange office receiving the funds. If the Participant does not repatriate the funds and instead uses such funds for the payment of other obligations contemplated under a different Chapter of the Foreign Exchange Regulations, the Participant must sign Annex 1 of the Manual of Chapter XII of the Foreign Exchange Regulations and file it directly with the Central Bank within the first 10 days of the month immediately following the transaction.
The Participant should consult with the Participant’s personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations the Participant may have in connection with the Participant’s participation in the Plan.
Foreign Asset/Account Reporting Information. The Chilean Internal Revenue Service (“CIRS”) requires all taxpayers to provide information annually regarding: (a) any taxes paid abroad which they will use as a credit against Chilean income taxes, and (b) the results of foreign investments. These annual reporting obligations must be complied with by submitting a sworn statement setting forth this information before July 1 of each year. The sworn statement disclosing this information (or Formularios) must be submitted electronically through the CIRS website, www.sii.cl, using Form 1929.
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The Participant should consult with the Participant’s personal advisor(s) regarding any personal foreign asset/foreign account tax obligations the Participant may have in connection with the Participant’s participation in the Plan.

COLOMBIA
Terms and Conditions
Nature of Award. The following provision supplements Section 16 of the Restricted Stock Unit Agreement:
The Participant acknowledges that pursuant to Article 128 of the Colombian Labor Code, the Plan, the RSUs, the Underlying Shares, and any other amounts or payments granted or realized from participation in the Plan do not constitute a component of the Participant’s “salary” for any purpose. To this extent, they will not be included and/or considered for purposes of calculating any and all labor benefits, such as legal/fringe benefits, vacations, indemnities, payroll taxes, social insurance contributions or any other labor-related amount which may be payable.
Mandate Letter. In accepting the RSUs, the Participant agrees that – if requested by the Company or the Employer – the Participant will execute a Mandate Letter or such other document (whether electronically or by such other method as requested by the Company or the Employer) that the Company determines is necessary or advisable in order to permit (i) the Participant to utilize the Sell-To-Cover Tax Withholding Method to satisfy the Participant’s obligations for Tax-Related Items, and (ii) the proceeds from such sale to be wired directly from the Company to the Employer in Colombia for remittance to the tax authorities.
Notifications
Securities Law Information. The Underlying Shares are not and will not be registered with the Colombian registry of publicly traded securities (Registro Nacional de Valores y Emisores), and therefore, the Underlying Shares cannot be offered to the public in Colombia. Nothing in the Restricted Stock Unit Agreement shall be construed as making a public offer of securities, or the promotion of financial products in Colombia.
Exchange Control Information. Foreign investments must be registered with the Central Bank of Colombia (Banco de la República). Upon the subsequent sale or other disposition of investments held abroad, the registration with the Central Bank must be canceled, the proceeds from the sale or other disposition of the Underlying Shares must be repatriated to Colombia and the appropriate Central Bank form must be filed (usually with the Participant’s local bank). The Participant acknowledges that the Participant personally is responsible for complying with Colombian exchange control requirements. The Participant should consult with the Participant’s personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations the Participant may have in connection with the Participant’s participation in the Plan.
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Foreign Asset/Account Reporting Information. An annual informative return must be filed with the Colombian Tax Office detailing any assets held abroad (including the Underlying Shares acquired under the Plan). If the individual value of any of these assets exceeds a certain threshold, each asset must be described (e.g., its nature and its value) and the jurisdiction in which it is located must be disclosed. The Participant acknowledges that the Participant personally is responsible for complying with this tax reporting requirement. The Participant should consult with the Participant’s personal advisor(s) regarding any personal foreign asset/foreign account tax obligations the Participant may have in connection with the Participant’s participation in the Plan.
CYPRUS
Terms and Conditions
No country-specific provisions.
Notifications
No country-specific provisions.
CZECH REPUBLIC
Terms and Conditions
No country-specific provisions.
Notifications
Exchange Control Information. The Participant may be required to notify the Czech National Bank that Participant acquired shares of Stock under the Plan and/or that the Participant maintains a foreign account. Such notification will be required if the aggregate value of the Participant’s foreign direct investments is CZK 2,500,000 or more, the Participant has a certain threshold of foreign financial assets, or the Participant is specifically requested to do so by the Czech National Bank. The Participant should consult with a personal financial advisor regarding applicable reporting requirements.
DENMARK
Terms and Conditions
Danish Stock Option Act. Notwithstanding anything in the Restricted Stock Unit Agreement to the contrary, the treatment of the RSUs upon the Participant’s termination of employment with the Company or the Employer, as applicable, shall be governed by the Danish Stock RSU Act (the “Act”), as in effect at the time of the Participant’s termination (as determined by the Committee in its discretion in consultation with legal counsel). By accepting the RSUs, the Participant acknowledges that the Participant has received a Danish translation of an Employer Statement, which is being provided to comply with the Danish Stock RSU Act.
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Please be aware that as set forth in Section 1 of the Act, the Act only applies to “employees” as that term is defined in Section 2 of the Act. If the Participant is a member of the registered management of a subsidiary of the Company incorporated in Denmark or otherwise does not satisfy the definition of employee, the Participant will not be subject to the Act and the Employer Statement will not apply to the Participant.
Notifications
Foreign Asset/Account Reporting Information. If Danish residents establish an account holding Shares or an account holding cash outside Denmark, they must report the account to the Danish Tax Administration as part of their annual tax return under the section related to foreign affairs and income. The form which should be used in this respect can be obtained from a local bank. The Participant should consult with the Participant’s personal advisor(s) regarding any personal foreign asset/foreign account tax obligations the Participant may have in connection with the Participant’s participation in the Plan.
EGYPT
Terms and Conditions
No country-specific provisions.
Notifications
Exchange Control Information. If the Participant transfers funds into Egypt (e.g., proceeds from the sale of Underling Shares), the Participant is required to transfer the funds through a bank registered in Egypt. The Participant should consult with the Participant’s personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations the Participant may have in connection with the Participant’s participation in the Plan.
FINLAND
Terms and Conditions
No country-specific provisions.
Notifications
Foreign Asset/Account Reporting Information. Finland has not established any specific reporting requirements with respect to foreign assets/accounts. However, the Participant should check the Participant’s pre-completed tax return to confirm that the ownership of Shares and other securities (foreign or domestic) are correctly reported. If the Participant finds any errors or omissions, the Participant must make the necessary corrections electronically or by sending specific paper forms to the local tax authorities. The Participant should consult with the Participant’s personal advisor(s) regarding any personal foreign asset/foreign account tax obligations the Participant may have in connection with the Participant’s participation in the Plan.
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FRANCE
Terms and Conditions
Language Consent. By accepting this grant of RSUs, the Participant confirms having read and understood the Plan and this Restricted Stock Unit Agreement, which were provided in the English language. The Participant accepts the terms of the documents accordingly.
En acceptant le Attribution, l’Participant confirme avoir lu et compris le Plan et l’Accord, qui ont été fournis en anglais. l’Participant accepte les termes de ces documents en conséquence.
Notifications
Non-Qualified Nature of Award. The RSUs granted pursuant to this Restricted Stock Unit Agreement are not intended to be “French-qualified” and are ineligible for specific tax and/or social security treatment in France under Sections L. 225-197-1 to L. 225-197-5 and Sections L. 22-10-59 to L. 22-10-60 of the French Commercial Code, as amended.
Exchange Control Information. The value of any cash or securities imported to or exported from France without the use of a financial institution must be reported to the customs and excise authorities when the value of such cash or securities is equal to or greater than a certain amount (currently €10,000). The Participant should consult with the Participant’s personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations the Participant may have in connection with participation in the Plan.
Foreign Asset/Account Reporting Information. French residents must report annually any shares and bank accounts held outside France, including the accounts that were opened, held, used and/or closed during the tax year, to the French tax authorities, on an annual basis on a special Form N° 3916, together with the Participant’s personal income tax return. Failure to report triggers a significant penalty. The Participant should consult with the Participant’s personal advisor(s) regarding any personal foreign asset/foreign account tax obligations the Participant may have in connection with participation in the Plan.
GERMANY
Terms and Conditions
No country-specific provisions.
Notifications
Exchange Control Information. Cross-border payments in excess of €50,000 must be reported to the German Federal Bank (Bundesbank). If the Participant receives a cross-border payment in excess of this amount (e.g., proceeds from the sale of Underlying Shares acquired under the Plan) and/or if the Company withholds or sells Underlying Shares with a value in excess of €50,000 for any Tax-Related Items, the Participant must report the payment and/or the value of the Underlying Shares received and/or sold or withheld to the Bundesbank, either electronically using the “General Statistics Reporting Portal” (“Allgemeines Meldeportal Statistik”) available on the Bundesbank website (www.bundesbank.de) or via such other method (e.g., by email or telephone) as is permitted or required by Bundesbank.
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The report must be submitted monthly or within other such timing as is permitted or required by Bundesbank. The Participant should consult with the Participant’s personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations the Participant may have in connection with the Participant’s participation in the Plan.
Foreign Asset/Account Reporting Information. German residents must notify their local tax office of the acquisition of Shares when they file their personal income tax returns for the relevant year if the value of such Shares exceeds a certain amount (currently €150,000) or in the unlikely event that the resident holds Shares exceeding 10% of the Company’s total outstanding Shares. However, if the Shares are listed on a recognized U.S. stock exchange and the Participant owns less than 1% of the total Shares, this requirement will not apply even if Shares with a value exceeding €150,000 are acquired. The Participant should consult with the Participant’s personal advisor(s) regarding any personal foreign asset/foreign account tax obligations the Participant may have in connection with the Participant’s participation in the Plan.
GREECE
Terms and Conditions
No country-specific provisions.
Notifications
No country-specific provisions.
HONG KONG
Terms and Conditions
RSUs Payable Only in Shares. Notwithstanding any discretion in the Plan or anything to the contrary in this Restricted Stock Unit Agreement, the grant of the RSUs does not provide the Participant any right to receive a cash payment and the RSUs may be settled only in shares of Common Stock.
Sale Restriction. Underling Shares received upon the vesting of the RSUs are accepted as a personal investment. In the event that the RSUs vest and the Underlying Shares are issued to the Participant (or the Participant’s heirs) within six (6) months of the Grant Date, the Participant (or the Participant’s heirs) agrees that the Underlying Shares will not be offered to the public or otherwise disposed of prior to the six (6)-month anniversary of the Grant Date.
Notifications
Securities Law Information.
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WARNING: The contents of this document have not been reviewed by any regulatory authority in Hong Kong. The Participant is advised to exercise caution in relation to the offer. If the Participant is in any doubt about any of the contents of this document, the Participant should obtain independent professional advice. Neither the grant of the RSUs nor the issuance of the Underlying Shares upon vesting of the RSUs constitutes a public offering of securities under Hong Kong law and is available only to employees of the Company and its Subsidiaries. The Restricted Stock Unit Agreement, including the Appendix, the Plan and other incidental communication materials distributed in connection with the RSUs (i) have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong and (ii) are intended only for the personal use of each eligible employee of the Company or its Subsidiaries and may not be distributed to any other person.
Nature of Scheme. The Company specifically intends that the Plan will not be treated as an occupational retirement scheme for purposes of the Occupational Retirement Schemes Ordinance.
HUNGARY
Terms and Conditions
No country-specific provisions.
Notifications
No country-specific provisions.
INDIA
Terms and Conditions
No country-specific provisions.
Notifications
Exchange Control Information. Any funds realized in connection with the Plan (e.g., proceeds from the sale of Underlying Shares) must be repatriated to India within a specified period of time after receipt as prescribed under Indian exchange control laws, unless the funds are reinvested in accordance with applicable exchange control laws in India. The Participant is personally responsible for obtaining a foreign inward remittance certificate (“FIRC”) from the bank where the Participant deposits the foreign currency and holding the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or the Employer requests proof of repatriation. The Participant is personally responsible for complying with exchange control laws in India, and neither the Company nor the Employer will be liable for any fines or penalties resulting from the Participant’s failure to comply with applicable laws. The Participant should consult with the Participant’s personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations the Participant may have in connection with participation in the Plan.
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Foreign Asset/Account Reporting Information. The Participant is required to declare the Participant’s foreign bank accounts and any foreign financial assets (including Underlying Shares acquired under the Plan held outside India) in the Participant’s annual tax return. The Participant should consult with the Participant’s personal advisor(s) regarding any personal foreign asset/foreign account tax obligations the Participant may have in connection with participation in the Plan.
IRELAND
Terms and Conditions
No country-specific provisions.
Notifications
Director Notification Obligation. Subject to limited exceptions, if the Participant is a director or a shadow director or secretary of an Irish affiliate of the Company, pursuant to Chapter 5 of Part 5 of the Irish Companies Act 2014, as amended (the “Act”) and the Participant (i) acquires any interest, direct or indirect, in any class of voting shares of the Company (including on the grant or vesting of RSUs) or (ii) disposes of any such interest, the Participant must notify the Irish affiliate of the Company in writing of certain particulars of the acquisition or disposal within eight (or, in the case of the grant or vesting of an RSU, five) days of becoming aware of the relevant event giving rise to the notification requirement, or within eight days of becoming a director, shadow director or secretary if such an interest exists at that time (or becoming aware of such an interest). This notification requirement also applies with respect to the interests of certain close family members (principally a spouse, civil partner or child under 18 years of age), whose interests will be attributed to, and aggregated with, the relevant director, shadow director or secretary. In the case of RSUs, a notification requirement arises by reference to both the grant and the subsequent vesting of the RSUs. No notification requirement arises if the interests of a director, shadow director or secretary and the Participant's close family members, in aggregate represent 1% or less, in nominal value, of the Company's issued voting share capital. Details of any such notifiable interests in shares and options to acquire shares in relation to directors are, pursuant to Part 6 of the Act, required to be disclosed in the statutory financial statements of the Irish affiliate of the Company, along with details of the directors’ remuneration.
ITALY
Terms and Conditions
Plan Document Acknowledgement. In accepting the RSUs, the Participant acknowledges that the Participant has received a copy of the Plan and the Restricted Stock Unit Agreement, has reviewed the Plan and the Restricted Stock Unit Agreement (including this Appendix), in their entirety and fully understands and accepts all provisions of the Plan and the Restricted Stock Unit Agreement (including this Appendix).
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The Participant further acknowledges that the Participant has read and specifically and expressly approves without limitation, the following sections of the Restricted Stock Unit Agreement:
◻Section 5 – Responsibility for Taxes
◻Section 12 – Right of Repayment
◻Section 15 – Company Clawback Policy; Recoupment Requirements
◻Section 16 – Nature of Award
◻Section 17 – Appendix
◻Section 18(d) – Governing Law and Venue
◻Appendix – Data Privacy Notice
Notifications
Foreign Asset/Account Reporting Information. To the extent that the Participant holds investments abroad or foreign financial assets that may generate taxable income in Italy (such as the Underlying Shares acquired under the Plan) during the calendar year, the Participant is required to report them on the Participant’s annual tax return (UNICO Form, RW Schedule), or on a special form if no tax return is due and pay the foreign financial assets tax. The tax is assessed at the end of the calendar year or on the last day the shares are held (in such case, or when the shares are acquired during the course of the year, the tax is levied in proportion to the number of days the shares are held over the calendar year). No tax payment duties arise if the amount of the foreign financial assets tax calculated on all financial assets held abroad does not exceed a certain threshold.
Foreign Asset Tax. The value of any shares of Common Stock (and other financial assets) held outside Italy by individuals resident of Italy may be subject to a foreign asset tax. The taxable amount will be the fair market value of the financial assets (e.g., Shares) assessed at the end of the calendar year. The value of financial assets held abroad must be reported in Form RM of the annual return. The Participant should consult with the Participant’s personal advisor(s) regarding any personal foreign asset/foreign account tax obligations the Participant may have in connection with the Participant’s participation in the Plan.
JORDAN
Terms and Conditions
No country-specific provisions.
Notifications
No country-specific provisions.
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MEXICO
Terms and Conditions
Labor Law Acknowledgement. The following provision supplements Section 16 of the Restricted Stock Unit Agreement.
By accepting the RSUs, the Participant acknowledges that the Participant understands and agrees that: (i) the RSUs are not related to the salary and other contractual benefits granted to the Participant by the Employer; and (ii) any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of employment.
Policy Statement. The grant of the RSUs the Company is making under the Plan is unilateral and discretionary and, therefore, the Company reserves the absolute right to amend it and discontinue it at any time without any liability.
The Company, with registered offices at 251 Little Falls Drive Wilmington, DE 19808 is solely responsible for the administration of the Plan. Participation in the Plan and the acquisition of Shares under the Plan does not, in any way establish an employment relationship between the Participant and the Company since the Participant is participating in the Plan on a wholly commercial basis and the Participant’s sole employer is the Subsidiary employing the Participant, as applicable, nor does it establish any rights between the Participant and the Employer.
Plan Document Acknowledgment. By participating in the Plan, Participant acknowledges that the Participant has received copies of the Plan and the Restricted Stock Unit Agreement, has reviewed the Plan and the Restricted Stock Unit Agreement in their entirety and fully understands and accept all provisions of the Plan and the Restricted Stock Unit Agreement.
In addition, by participating in the Plan, the Participant further acknowledges that the Participant has read and specifically and expressly approves the terms and conditions in Section 16 of the Restricted Stock Unit Agreement, in which the following is clearly described and established: (i) participation in the Plan does not constitute an acquired right; (ii) the Plan and participation in the Plan is offered by the Company on a wholly discretionary basis; (iii) participation in the Plan is voluntary; and (iv) the Company and its Subsidiaries are not responsible for any decrease in the value of the Underlying Shares.
Finally, the Participant hereby declares that the Participant does not reserve any action or right to bring any claim against the Company for any compensation or damages as a result of participation in the Plan and therefore grants a full and broad release to the Employer and the Company and its Subsidiaries with respect to any claim that may arise under the Plan.
Reconocimiento de la Ley Laboral. Esta disposición complementa la Sección 16 del Acuerdo.
Al aceptar el RSU,el Participante reconoce entiende y acuerda que: (i) la RSU no se encuentra relacionada con el salario ni con otras prestaciones contractuales concedidas al Participante
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por del patrón; y (ii) cualquier modificación del Plan o su terminación no constituye un cambio o detrimento en los términos y condiciones de empleo.
Declaración de Política. La concesión del RSU que la Compañía está haciendo bajo el Plan es unilateral y discrecional y, por lo tanto, la Compañía se reserva el derecho absoluto de modificar y discontinuar el mismo en cualquier momento, sin ninguna responsabilidad.
La Compañía, con oficinas registradas ubicadas en 251 Little Falls Drive Wilmington, DE 19808 Estados Unidos de Norteamérica, es la única responsable por la administración del Plan. La participación en el Plan y la adquisición de Acciones no establece de forma alguna, una relación de trabajo entre el Participante y la Compañía, ya que la participación en el Plan por parte del Participante es completamente comercial y el único patrón es Subsidiaria que esta contratando al que tiene la RSU, en caso de ser aplicable, así como tampoco establece ningún derecho entre el que tiene la RSU y el patrón.
Reconocimiento del Plan de Documentos. Al participar en el Plan, el Participante reconoce que ha recibido copias del Plan y del Acuerdo, mismos que ha revisado en su totalidad y los entiende completamente y, que ha entendido y aceptado las disposiciones contenidas en el Plan y en el Acuerdo.
Adicionalmente, al participar en el Plan, el Participante reconoce que ha leído, y que aprueba específica y expresamente los términos y condiciones contenidos en la Sección 17 del Acuerdo, en la cual se encuentra claramente descrito y establecido lo siguiente: (i) la participación en el Plan no constituye un derecho adquirido; (ii) el Plan y la participación en el mismo es ofrecida por la Compañía de forma enteramente discrecional; (iii) la participación en el Plan es voluntaria; y (iv) la Compañía, así como sus Subsidiarias no son responsables por cualquier detrimento en el valor de las Acciones en relación con la RSU.
Finalmente, el Participante declara que no se reserva ninguna acción o derecho para interponer una demanda en contra de la Compañía por compensación, daño o perjuicio alguno como resultado de la participación en el Plan y en consecuencia, otorga el más amplio finiquito a su patrón, así como a la Compañía, a sus Subsidiarias con respecto a cualquier demanda que pudiera originarse en virtud del Plan.
Notifications
No country-specific provisions.
NETHERLANDS
Terms and Conditions
No country-specific provisions.
Notifications
No country-specific provisions.
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NEW ZEALAND
Terms and Conditions
No country-specific provisions.
Notifications
Warning
This is a grant of restricted stock units (RSUs). If the RSUs vest, in accordance with the terms of the Plan, the Participant will receive shares of Common Stock or a cash settlement. The shares will give the Participant a stake in the ownership of the Company. The Participant may receive a return if dividends are paid.
If the Company runs into financial difficulties and is wound up, the Participant will be paid only after all creditors and holders of any preference shares have been paid. The Participant may lose some or all of the Participant’s investment.
New Zealand law normally requires people who offer financial products to give information to investors before they invest. This information is designed to help investors to make an informed decision.
The usual rules do not apply to this offer because it is made under an employee share purchase scheme. As a result, the Participant may not be given all the information usually required. The Participant will also have fewer other legal protections for this investment.
Ask questions, read all documents carefully, and seek independent financial advice before committing the Participant’s self.
The RSUs are not listed. The shares of Common Stock are listed on the New York Stock Exchange (NYSE). This means the Participant may be able to sell the shares, if received on vesting of the RSUs, on the NYSE if there are interested buyers. The Participant may get less than the Participant invested. The price will depend on the demand for the shares.
The Participant have the right to receive from the Company on request, free of charge, a copy of the Company’s latest annual report, financial statements and audit report on those financial statements. The Participant can obtain a copy of these documents electronically at the following website address https://investors.ironmountain.com/financials/annual-reports/default.aspx or by emailing our Investor Relations department at investorrelations@ironmountain.com.

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PERU
Terms and Conditions
Nature of Award. The following provision supplements Section 16 of the Restricted Stock Unit Agreement:
This Award is being granted ex gratia to the Participant by the Company as an incentive to reward the Participant for the Participant’s contributions to the Company.
Notifications
Securities Law Information. The grant of the RSUs under the Plan is considered a private offering in Peru and accordingly, is not subject to registration in Peru. For more information concerning the grant of the RSUs, please refer to the Plan, the Restricted Stock Unit Agreement, and any other grant documents made available to the Participant by the Company.  For more information regarding the Company, please refer to the Company’s most recent annual report on Form 10-K and quarterly report on Form 10-Q available at www.sec.gov, as well as on the Company’s website at www.ironmountain.com.
POLAND
Terms and Conditions
No country-specific provisions.
Notifications
Exchange Control Information. If the Participant maintains bank or brokerage accounts holding cash and foreign securities (including Company Stock) outside of Poland, the Participant will be required to report information to the National Bank of Poland on transactions and balances in such accounts if the value of such cash and securities exceeds PLN 7 million. If required, such reports must be filed on special forms available on the website of the National Bank of Poland. Further, any transfer of funds in excess of a certain threshold (generally, EUR 15,000) into or out of Poland must be effected through a bank account in Poland. Finally, the Participant is required to store all documents connected with any foreign exchange transactions that the Participant engages in for a period of five years, as measured from the end of the year in which such transaction occurred. The Participant should consult with the Participant’s personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations the Participant may have in connection with the Participant’s participation in the Plan.
Foreign Asset/Account Reporting Information. Polish residents holding foreign securities (e.g., Company Stock) and/or maintaining accounts abroad are obligated to file quarterly reports with the National Bank of Poland incorporating information on transactions and balances of the securities and cash deposited in such accounts if the value of such securities and cash (when combined with all other assets held abroad) exceeds PLN 7,000,000. The Participant should consult with the Participant’s personal advisor(s) regarding any personal foreign asset/foreign account tax obligations the Participant may have in connection with participation in the Plan.
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PORTUGAL
Terms and Conditions
Language Consent. The Participant hereby expressly declares that the Participant is proficient in the English language and has read, understood and fully accepts and agrees with the terms and conditions established in the Plan and the Restricted Stock Unit Agreement.
Conhecimento da Lingua. O Participante, pelo presente instrumento, declara expressamente que tem pleno conhecimento da língua inglesa e que leu, compreendeu e livremente aceitou e concordou com os termos e condições estabelecidas no Plano e do Contrato.
Notifications
Exchange Control Information. If the Participant is a Portuguese resident and holds Underlying Shares after vesting of the RSUs, the acquisition of the Underlying Shares should be reported to the Banco de Portugal for statistical purposes. If the Underlying Shares are deposited with a commercial bank or financial intermediary in Portugal, such bank or financial intermediary will submit the report on the Participant’s behalf. If the Underlying Shares are not deposited with a commercial bank or financial intermediary in Portugal, The Participant is responsible for submitting the report to the Banco de Portugal, unless the Participant engages a Portuguese financial intermediary to file the reports on the Participant’s behalf. The Participant should consult with the Participant’s personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations the Participant may have in connection with the Participant’s participation in the Plan.
ROMANIA
Terms and Conditions
Language Consent. By accepting the grant of RSUs, the Participant acknowledges that the Participant is proficient in reading and understanding English and fully understands the terms of the documents related to the grant (the Restricted Stock Unit Agreement and the Plan), which were provided in the English language. The Participant accepts the terms of those documents accordingly.
Consimtamant cu Privire la Limba. Prin acceptarea acordarii de RSU-uri, Participantul confirma ca Participantul are un nivel adecvat de cunoastere in ce priveste cititirea si intelegerea limbii engleze, a citit si confirma ca a inteles pe deplin termenii documentelor referitoare la acordare (Acordul si Planul), care au fost furnizate in limba engleza. Participantul accepta termenii acestor documente in consecinta.
Notifications
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Exchange Control Information. The Participant is not required to seek special authorization from the National Bank of Romania in order to open or maintain a foreign bank account. However, if the Participant remits foreign currency into Romania (e.g., proceeds from the sale of Underlying Shares), the Participant may be required to provide the Romanian bank through which the foreign currency is transferred with appropriate documentation. The Participant should consult with the Participant’s personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations the Participant may have in connection with the Participant’s participation in the Plan.
SINGAPORE
Terms and Conditions
No country-specific provisions.
Notifications
Securities Law Information. The grant of the RSUs is being made pursuant to the “Qualifying Person” exemption” under section 273(1)(f) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”) and is not made to Participant with a view to the Underlying Shares being subsequently offered for sale to any other party. The Plan has not been, and will not be, lodged or registered as a prospectus with the Monetary Authority of Singapore. The Participant should note that the RSUs are subject to section 257 of the SFA and the Participant should not make (i) any subsequent sale of the Underlying Shares in Singapore or (ii) any offer of such subsequent sale of the Underlying Shares subject to the RSUs in Singapore, unless such sale or offer is made after six (6) months from the Date of Grant or pursuant to the exemptions under Part XIII Division 1 Subdivision (4) (other than section 280) of the SFA. The Company’s Common Stock is currently traded on the New York Stock Exchange, which is located outside of Singapore, under the ticker symbol “IRM” and the Underlying Shares acquired under the Plan may be sold through this exchange.
Director Notification Requirement. If the Participant is a director, associate director, or shadow director of a subsidiary of the Company incorporated in Singapore, the Participant is subject to certain notification requirements under the Singapore Companies Act, regardless of whether the Participant is resident or employed in Singapore. Among these requirements is an obligation to notify the subsidiary of the Company in writing when the Participant receives an interest (e.g., RSUs, Shares, etc.) in the Company or any related company. In addition, the Participant must notify the subsidiary of the Company when the Participant sells the Underlying Shares or any related company (including when the Participant sells the Underlying Shares acquired under the Plan). These notifications must be made within two (2) business days of (i) its acquisition or disposal, (ii) any change in a previously-disclosed interest (e.g., upon vesting of the RSUs or when the Underlying Shares acquired under the Plan are subsequently sold), or (iii) becoming a director.

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SLOVAK REPUBLIC
Terms and Conditions
No country-specific provisions.
Notifications
No country-specific provisions.
SOUTH AFRICA
Terms and Conditions
Responsibility for Taxes. The following provision supplements Section 5 of the Restricted Stock Unit Agreement:
By accepting the RSUs, the Participant agrees that, immediately upon vesting and settlement of the RSUs, the Participant shall notify the Employer of the amount of any gain realized upon receipt of the Underlying Shares.  If the Participant fails to advise the Employer of the gain realized upon vesting and settlement, the Participant may be liable for a fine.  The Participant shall be solely responsible for paying any difference between the actual tax liability and any amount withheld by the Employer.
Notifications
Securities Law Information. The grant of the RSUs and the Underlying Shares issued pursuant to the vesting of RSUs are considered a small offering under Section 96 of the South Africa Companies Act, 2008 (Act No. 71 of 2008).
Exchange Control Information. If the Participant is a resident of South Africa, the RSUs may be subject to exchange control regulations in South Africa. In particular, the Participant may be required to obtain approval from the South African Reserve Bank for payments (including Underlying Shares received or cash payments made pursuant to the RSUs) that the Participant receives into accounts based outside of South Africa (e.g., a U.S. brokerage account). The Participant should consult with the Participant’s personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations the Participant may have in connection with participation in the Plan.
SPAIN
Terms and Conditions
Nature of RSUs. The following provision supplements Section 16 of the Restricted Stock Unit Agreement:
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In accepting the grant of the RSUs, the Participant acknowledges that the Participant consents to participation in the Plan and has received a copy of the Plan. The Participant understands that the Company, in its sole discretion, has unilaterally and gratuitously decided to grant RSUs under the Plan to individuals who may be employees of the Company or its Subsidiaries throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that (i) any RSUs will not economically or otherwise bind the Company or any of its Subsidiaries on an ongoing basis; (ii) the RSUs and any Shares acquired upon vesting of the RSUs shall not become a part of any employment contract (either with the Company or any of its Subsidiaries) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever; and (iii) unless otherwise provided for in the Restricted Stock Unit Agreement, the RSUs will cease vesting upon Participant’s termination of employment.
Further, as a condition of the grant of the RSUs, unless otherwise expressly provided for by the Company or set forth in the Restricted Stock Unit Agreement, the RSUs will be cancelled without entitlement to any Underlying Shares if the Participant terminates employment by reason of, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause (i.e., subject to a “despido improcedente”), material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. The Committee, in its sole discretion, shall determine the date when the Participant’s employment has terminated for purposes of the RSUs.
The Participant understands that the grant of the RSUs would not be granted but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of, or right to, the RSUs shall be null and void.
Notifications
Securities Law Information. No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory in connection with the RSUs. The Plan, the Restricted Stock Unit Agreement (including this Appendix) and any other documents evidencing the grant of the RSUs have not, nor will they be, registered with the Comisión Nacional del Mercado de Valores, and none of those documents constitutes a public offering prospectus.
Exchange Control Information. If the Participant holds 10% or more of the share capital of the Company, the Participant must declare the acquisition of Shares to the Spanish Dirección General de Comercio e Inversiones (the “DGCI”) the Bureau for Commerce and Investments, which is a department of the Ministry of Industry, Trade and Tourism for statistical purposes, generally within one month of the acquisition. In addition, the Participant may be required to electronically declare to the Bank of Spain any foreign accounts (including brokerage accounts held abroad), any foreign instruments (including Shares acquired under the Plan), and any transactions with non-Spanish residents, depending on the balances in such accounts together with the value of such instruments as of December 31 of the relevant year, or the volume of transactions with non-Spanish residents during the relevant year.
36


The Participant should consult with the Participant’s personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations the Participant may have in connection with the Participant’s participation in the Plan.
Foreign Asset/Account Reporting Information. To the extent the Participant holds rights or assets (e.g., cash or the Underlying Shares held in a bank or brokerage account) outside of Spain with a value in excess of €50,000 per type of right or asset as of December 31 each year (or at any time during the year in which the Participant sells or disposes of such right or asset), the Participant is required to report information on such rights and assets on the Participant’s tax return for such year. After such rights or assets are initially reported, the reporting obligation will only apply for subsequent years if the value of any previously-reported rights or assets increases by more than €20,000 per type of right or asset as of each subsequent December 31, or if the Participant sells Shares or cancel bank accounts that were previously reported. Failure to comply with this reporting requirement may result in penalties to the Spanish residents. The Participant should consult with the Participant’s personal advisor(s) regarding any personal foreign asset/foreign account tax obligations the Participant may have in connection with the Participant’s participation in the Plan.
SWEDEN
Terms and Conditions
Responsibility for Taxes. The following provision supplements Section 5 of the Restricted Stock Unit Agreement:
Without limiting the Company’s and the Employer’s authority to satisfy their withholding obligations for Tax-Related Items as set forth in Section 5 of the Restricted Stock Unit Agreement, in accepting the RSUs, the Participant authorizes the Company and/or the Employer to withhold Underlying Shares or to sell Underlying Shares otherwise deliverable to the Participant upon vesting/settlement to satisfy Tax-Related Items, regardless of whether the Company and/or the Employer have an obligation to withhold such Tax-Related Items.
Notifications
No country-specific provisions.
SWITZERLAND
Terms and Conditions
No country-specific provisions.
Notifications
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Securities Law Information. Neither this document nor any other materials relating to the RSUs (a) constitutes a prospectus according to articles 35 et seq. of the Swiss Federal Act on Financial Services (“FinSA”), (b) may be publicly distributed nor otherwise made publicly available in Switzerland to any person other than an employee of the Company or (c) has been or will be filed with, approved or supervised by any Swiss reviewing body according to article 51 of FinSA or any Swiss regulatory authority, including the Swiss Financial Market Supervisory Authority (FINMA).
TAIWAN
Terms and Conditions
No country-specific provisions.
Notifications
Securities Law Information. The grant of RSUs and participation in the Plan is available only for employees of the Company and its subsidiaries and affiliates. The grant of the RSUs and participation in the Plan is not a public offer of securities by a Taiwanese company.
Exchange Control Information. The Participant may acquire and remit foreign currency (including proceeds from the sale of Underlying Shares) into Taiwan up to US$5,000,000 per year without justification. If the transaction amount is TWD$500,000 or more in a single transaction, the Participant must submit a Foreign Exchange Transaction Form and also provide supporting documentation to the satisfaction of the remitting bank. The Participant should consult with the Participant’s personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations the Participant may have in connection with participation in the Plan.
TURKIYE
Terms and Conditions
No country-specific provisions.
Notifications
Securities Law Information. Under Turkish law, the Participant is not permitted to sell the Underlying Shares acquired under the Plan in Türkiye. The Underlying Shares are currently traded on the New York Stock Exchange under the ticker symbol “IM” and the Underlying Shares may be sold through this exchange.
Exchange Control Information. In certain circumstances, Turkish residents are permitted to sell the Underlying Shares traded on a non-Turkish stock exchange only through a financial intermediary licensed in Türkiye. Therefore, Turkish residents may be required to appoint a Turkish broker to assist with the sale of the Underlying Shares acquired under the Plan. The Participant should consult with the Participant’s personal advisor(s) regarding any personal legal,
38


regulatory or foreign exchange obligations the Participant may have in connection with the Participant’s participation in the Plan.
UNITED ARAB EMIRATES
Terms and Conditions
No country-specific provisions.
Notifications
Securities Law Information. The Restricted Stock Unit Agreement, the Plan, and other incidental communication materials related to the RSUs are intended for distribution only to employees of the Company and its Subsidiaries for the purposes of an incentive scheme. The Emirates Securities and Commodities Authority and Central Bank have no responsibility for reviewing or verifying any documents in connection this statement. Neither the Ministry of Economy nor the Dubai Department of Economic Development have approved this statement nor taken steps to verify the information set out in it, and have no responsibility for it. The securities to which this statement relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the securities offered should conduct their own due diligence on the securities.
If the Participant does not understand the contents of the Restricted Stock Unit Agreement, including this Appendix or the Plan, the Participant should obtain independent professional advice.
UNITED KINGDOM
Terms and Conditions
RSUs Payable Only in Shares. Notwithstanding any discretion in the Plan or anything to the contrary in this Restricted Stock Unit Agreement, the grant of the RSUs does not provide the Participant any right to receive a cash payment and the RSUs may be settled only in shares of Company Stock.
Responsibility for Taxes. The following provision supplements Section 5 of the Restricted Stock Unit Agreement:
Without limitation to Section 5 of the Restricted Stock Unit Agreement, the Participant agrees that the Participant is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, as and when requested by the Company, the Employer or by HM Revenue & Customs (“HRMC”) (or any other tax authority or any other relevant authority). The Participant also agrees to indemnify and keep indemnified the Company and/or the Employer against any Tax-Related Items that they are required to pay or withhold on the Participant’s behalf or have paid or will pay to HMRC (or any other tax authority or any other relevant authority).
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Notwithstanding the foregoing, if the Participant is a director or officer of the Company (within the meaning of Section 13(k) of the Exchange Act), the Participant understands that the Participant may not be able to indemnify the Company for the amount of any tax not collected from or paid by the Company within ninety (90) days of the end of the U.K. tax year in which the event giving rise to the Tax-Related Items occurs, as it may be considered to be a loan and, therefore, it may constitute a benefit to the Participant on which additional income tax and National Insurance contributions (“NICs”) may be payable. The Participant understands that the Participant will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to the Company and/or the Employer (as appropriate) the amount of the NICs due on this additional benefit, which may also be recovered from the Participant by any of the means referred to in Section 5 of the Restricted Stock Unit Agreement.
Notifications
No country-specific provisions.
**********************************
40



IRON MOUNTAIN INCORPORATED
Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan
Restricted Stock Unit Schedule
Participant Name
Employee ID
In accordance with the Restricted Stock Unit Agreement, of which this Restricted Stock Unit Schedule is a part (which together, constitute the “Customizing Information”), the Company hereby grants to Participant Name (the “Participant”) the following Restricted Stock Units:
Grant Date:                Grant Date
Grant Type:                Grant Type
Number of Units Granted:        Number of Awards Granted
Grant Date Fair Market Value:    Grant Date FMV
Vesting Schedule:            Vesting Schedule
Form of Settlement:            Stock
ACCEPTANCE BY PARTICIPANT
IN WITNESS WHEREOF, the Company has caused this Restricted Stock Unit Agreement to be issued as of the date set forth above.
Acceptance Date        
Electronic Signature        


41
EX-10.2 3 irm20260331-ex102.htm EX-10.2 Document


EXHIBIT 10.2

IRON MOUNTAIN INCORPORATED
Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan
Performance Unit Agreement
This Performance Unit Agreement and the associated grant award information (the “Customizing Information”), which Customizing Information is provided in written form or is available in electronic form from the recordkeeper for the Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan, as amended and in effect from time to time (the “Plan”), is made as of the date shown as the “Grant Date” in the Customizing Information (the “Grant Date”) by and between Iron Mountain Incorporated, a Delaware corporation (the “Company”), and the individual identified in the Customizing Information (the “Participant”). This instrument and the Customizing Information are collectively referred to as the “Performance Unit Agreement.”
WITNESSETH THAT:
WHEREAS, the Company has instituted the Plan; and
WHEREAS, the Compensation Committee (the “Committee”) has authorized the grant of performance units ("PUs") with respect to shares of common stock, par value $0.01 per share, of the Company (“Common Stock”) upon the terms and conditions set forth below and pursuant to the Plan, a copy of which is incorporated herein; and
WHEREAS, the Participant acknowledges that the Participant has carefully read this Performance Unit Agreement and agrees, as provided in Section 19(a) below, that the terms and conditions of the Performance Unit Agreement reflect the entire understanding between the Participant and the Company regarding this performance unit award (and the Participant has not relied upon any statement or promise other than the terms and conditions of the Performance Unit Agreement with respect to this performance unit award);
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and the Participant agree as follows. For purposes of this Performance Unit Agreement, to the extent the Participant is not employed by the Company, “Employer” shall mean the subsidiary of the Company that employs or has otherwise engaged the Participant to perform services on its behalf.
1. Grant. Subject to the terms of the Plan and this Performance Unit Agreement, the Company hereby conditionally grants to the Participant that number of PUs to the corresponding number of shares of Common Stock (the “Underlying Shares”) shown in the Customizing Information under “Performance Units Granted.”
The grant described in the preceding paragraph is contingent upon the satisfaction of the “Performance Criteria” over the “Performance Period,” each as shown in the Customizing
Version 8 - Performance Unit Agreement 2/16/2026

1


Information. The Committee shall determine whether such Performance Criteria have been satisfied.
2. Adjustment to Award. The number of PUs granted may be increased or decreased, including to zero, based on the “Performance Criteria” shown in the Customizing Information. Whether any adjustment based on the Performance Criteria is made shall be determined in the sole discretion of the Committee and the “Adjusted Performance Units Granted” in the Customizing Information shall be updated to reflect any such adjustment.
3. Vesting.
(a)    In General. If the Participant remains in an employment, contractual or other service relationship with the Company or a subsidiary of the Company (“Relationship”) as of the “Vesting Date” specified in the Customizing Information, and the Participant as of such date is not in violation of any confidentiality, inventions, non-solicitation and/or non-competition agreement with the Company (to the extent such agreement is permitted under applicable law), the PUs shall vest on such date, based on achievement of the Performance Criteria over the Performance Period. For the avoidance of doubt, except as otherwise provided pursuant to the terms of the Plan and Sections 3(b), 3(c) or 3(d) of this Performance Unit Agreement, if applicable, if the Participant’s Relationship is terminated for any reason, whether voluntarily or involuntarily, no PUs granted pursuant to this Performance Unit Agreement shall vest under any circumstances on and after the date of such termination.
(b)    Retirement Vesting. Notwithstanding Section 3(a), if the Participant’s Relationship terminates on account of Retirement (as defined below) on or after the sixth (6th) month anniversary of the Grant Date, the PUs shall remain outstanding and continue to vest based on achievement of the Performance Criteria over the Performance Period provided the Participant continues to comply with any confidentiality, inventions, non-solicitation and/or non-competition agreement with the Company (to the extent such agreement is permitted under applicable law. Notwithstanding any other provision in this Performance Unit Agreement, Retirement-eligible employees are entitled to Retirement treatment even if separated as a result of the death or disability of the Participant.
Any PUs that vest as a result of this Section 3(b) shall be delivered as of the Vesting Date as described in Section 5, provided that no PUs shall be delivered if the Participant as of the date of delivery is in violation of any confidentiality, inventions, non-solicitation and/or non-competition agreement with the Company (to the extent such agreement is permitted under applicable law). “Retirement” means a termination of the Participant’s Relationship after the Participant has attained age fifty-five (55), has five (5) Years of Credited Service and has a combined age and Years of Credited Service of at least sixty-five (65). “Years of Credited Service” shall mean the Participant’s years of total adjusted service with the Company, calculated from the Participant’s initial hire date with the Company (or any predecessor business acquired by the Company) and without regard to any lapses in active employment while employed by the Company, such as approved leaves of absences.
                                

2



If the Participant is a local national of and employed in a country that is a member of the European Union, the grant of PUs and the terms and conditions governing the PUs are intended to comply with the age discrimination provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the "Age Discrimination Rules"). To the extent that a court or tribunal of competent jurisdiction determines that any provisions of this Performance Unit Agreement are invalid or unenforceable, in whole or in part, under the Age Discrimination Rules, the Company, in its sole discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law.
(c)    Death or Disability Vesting. Notwithstanding Section 3(a), if the Participant’s Relationship terminates as a result of the Participant's disability (as determined by the Board on the basis of medical advice satisfactory to it) or death, the Participant shall become vested in the Participant's Performance Units Granted in accordance with the following schedule:
Date Relationship Terminates            Vesting Percentage
On or after first (1st) anniversary of Grant Date        33.3%
On or after second (2nd) anniversary of Grant Date        66.6%
On or after third (3rd) anniversary of Grant Date        100%
No Performance Units Granted that vest as a result of this Section 3(c) shall be delivered if the Participant as of the date of delivery is in violation of any confidentiality, inventions, non-solicitation and/or non-competition agreement with the Company (to the extent such agreement is permitted under applicable law). For the avoidance of doubt, the Performance Criteria shall be treated as satisfied (or satisfied at target, if applicable) and no adjustment shall be made pursuant to Section 2.
(d)    Committee Discretion. In the event the Participant’s Relationship is terminated for any reason and except as otherwise provided in Section 3(b) or 3(c), as applicable, (i) the Participant’s right to vest in any PUs will, except as provided in Section 9(c) of the Plan, terminate as of the date of the termination of the Relationship (and will not be extended by any notice period, e.g., a period of “garden leave” or similar period mandated under local law) and (ii) the Committee shall have the exclusive discretion to determine when the Relationship has terminated for purposes of this PU (including when the Participant is no longer considered to be providing active service while on a leave of absence).
4. Dividend Equivalents. A Participant shall be credited with dividend equivalents equal to the dividends the Participant would have received if the Participant had been the actual record owner of the Underlying Shares on each dividend record date on or after the Grant Date and through the date the Participant receives a settlement pursuant to Section 5 below (the “Dividend Equivalent”). If a dividend on the Stock is payable wholly or partially in Stock, the Dividend Equivalent representing that portion shall be in the form of additional PUs, credited on a one-for-one basis. If a dividend on the Stock is payable wholly or partially in cash, the Dividend Equivalent representing that portion shall also be in the form of cash and a Participant shall be treated as being credited with any cash dividends, without earnings, until settlement pursuant to Section 5 below. If a dividend on Stock is payable wholly or partially in other than cash or Stock, the Committee may, in its discretion, provide for such Dividend Equivalents with respect to that portion as it deems appropriate under the circumstances. Dividend Equivalents shall be subject to the same terms and conditions as the PUs originally awarded pursuant to this Performance Unit Agreement, and they shall vest (or, if applicable, be forfeited) as if they had been granted at the same time as the original PU. Dividend Equivalents representing the cash portion of a dividend on Stock shall be settled in cash.
                                

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5. Delivery of Underlying Shares or Cash Settlement.
(a) With respect to any PUs that become vested pursuant to Section 3 (other than Section 3(c)), the Company shall issue and deliver to the Participant (i) the number of Underlying Shares equal to the number of vested PUs or an amount of cash equal to the Fair Market Value, as defined in the Plan, of such Underlying Shares as of the Vesting Date and (ii) the amount (and in the form) due with respect to the Dividend Equivalents applicable to such Underlying Shares. Delivery shall be made to the Participant as soon as practicable following the Vesting Date but in no event later than the end of the year in which such Vesting Date occurs (or the fifteenth (15th) day of the third (3rd) month following the Vesting Date, if later).
(b) With respect to any PUs that become vested pursuant to Section 3(c), the Company shall issue and deliver to the Participant (i) the number of Underlying Shares equal to the number of vested PUs or an amount of cash equal to the Fair Market Value, as defined in the Plan, of such Underlying Shares as of the date of disability or death and (ii) the amount (and in the form) due with respect to the Dividend Equivalents applicable to such Underlying Shares. Delivery shall be made to the Participant as soon as practicable following the date of disability or death but in no event later than the end of the year in which disability or death occurs (or the fifteenth (15th) day of the third (3rd) month following the date of disability or death, if later).
(c) Whether Underlying Shares, or the cash value thereof, shall be issued or paid at settlement shall be determined based on the “Form of Settlement” specified in the Customizing Information.
(d) Any shares issued pursuant to this Performance Unit Agreement shall be issued, without issue or transfer tax, by (i) delivering a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or treasury shares of its Stock as the Company may elect or (ii) issuance of shares of its Stock in book entry form; provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of law.
(e) Notwithstanding the preceding provisions of this Section 5, delivery of Underlying Shares shall be made, or the amount of cash equivalent thereto shall be paid, only if the required purchase price designated as the “Purchase Price” shown in the Customizing Information per unit/share is paid to the Company by means of payment acceptable to the Company in accordance with the terms of the Plan. If the Participant fails to pay for or accept delivery of all of the shares, the right to shares of Stock provided pursuant to this Agreement Performance Unit Agreement may be terminated by the Company.
                                

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6. Responsibility for Taxes.
(a) The Participant acknowledges that, regardless of any action taken by the Company or the Employer, the ultimate liability for all income tax (including federal, state, local or and non-US tax), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Plan and legally applicable to the Participant or deemed by the Company in its discretion to be an appropriate charge to the Participant even if legally applicable to the Company or the Employer (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld, if any by the Company and/or the Employer. The Participant further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the PUs and Dividend Equivalents or the Underlying Shares, including, but not limited to, the grant, vesting or settlement of the PUs, the subsequent sale of Underlying Shares acquired pursuant to such settlement and the receipt of any Dividend Equivalents; and (b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of this PUs to reduce or eliminate the Participant’s liability for Tax-Related Items or to achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction , the Participant acknowledges that the Company and/or the Employer (or former service Participant, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
(b) If the Participant’s country of residence (and/or the country of employment, if different) requires withholding of Tax-Related Items, the Company may withhold any shares of Common Stock otherwise issuable upon vesting that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items required to be withheld (or an equivalent cash amount, where the PUs are settled in cash in the Company’s sole discretion). For purposes of the foregoing, no fractional shares of Stock will be withheld or issued pursuant to the grant of the PUs. If the obligation for Tax-Related Items is satisfied by withholding shares of Stock or a portion of the cash proceeds (where the PUs are settled in cash in the Company’s sole discretion), for tax purposes, the Participant shall be deemed to have been issued the full number of shares of Stock (or the gross amount of the cash payment), notwithstanding that a number of shares of Common Stock (or a portion of cash proceeds) are withheld solely for the purpose of satisfying any withholding obligations for the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Plan. In addition, where the PUs are settled in shares of Common Stock, the Company may, on behalf of the Participant, sell a sufficient number of whole shares of Common Stock issued upon vesting of the PUs having an aggregate Fair Market Value that would satisfy the withholding amount. Alternatively, the Company or the Employer may, in its discretion and subject to applicable law, withhold any amount necessary to pay the Tax-Related Items from the Participant’s regular salary/wages or other amounts payable to the Participant, with no withholding of shares of Common Stock or cash proceeds payable upon vesting, or may require the Participant to submit payment equivalent to the minimum Tax-Related Items required to be withheld by means of certified check, cashier’s check or wire transfer. In the event the withholding requirements for Tax-Related Items are not satisfied through one of the foregoing methods, no shares of Common Stock will be released to the Participant (or the Participant’s estate) upon vesting of the PUs (or no cash payment will be made where the PUs are settled in cash in the Company’s sole discretion) unless and until satisfactory arrangements (as determined by the Company in its sole discretion) have been made by the Participant with respect to the payment of any such Tax-Related Items. By accepting the PUs, the Participant expressly consents to the withholding methods for Tax-Related Items as provided hereunder and/or any other methods of withholding that the Company or the Employer may take and are permitted under the Plan to meet the withholding and/or other requirements as provided under applicable laws, rules and regulations. All Tax-Related Items related to the PUs shall be the sole responsibility of the Participant.
                                

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(c) The Company may withhold or account for Tax-Related Items by considering statutory withholding amounts or other withholding rates, including up to the maximum rate applicable in the Participant’s jurisdiction(s). If the maximum rate is used, the Participant may receive a refund of any over-withheld amount in cash from the Company or the Employer and will have no entitlement to the equivalent amount in Common Stock or, if not refunded, the Participant may be able to seek a refund from the local tax authorities. Further, if the obligation for the Tax-Related Items is satisfied by withholding in Underlying Shares, for tax purposes, the Participant will be deemed to have been issued the full number of Underlying Shares subject to the vested PUs, notwithstanding that a number of the Underlying Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Plan.
7. Non-assignability of PUs and Dividend Equivalents. PUs and Dividend Equivalents shall not be assignable or transferable by the Participant except by will or by the applicable laws of descent and distribution or as permitted by the Committee in its discretion pursuant to the terms of the Plan. During the life of the Participant, delivery of shares of Stock or payment of cash as settlement of PUs and Dividend Equivalents shall be made only to the Participant, to a conservator or guardian duly appointed for the Participant by reason of the Participant’s incapacity or to the person appointed by the Participant in a durable power of attorney acceptable to the Company’s counsel.
8. Compliance with Securities Act; Lock-Up Agreement. The Company shall not be obligated to sell or issue any Underlying Shares or other securities in settlement of PUs and Dividend Equivalents hereunder unless the shares of Stock or other securities are at that time effectively registered or exempt from registration under the Securities Act and applicable federal, state, local, provincial or foreign securities, exchange control and other laws and in compliance with all applicable requirements of any stock exchange or national market system in which the Stock may be listed. In the event shares or other securities shall be issued that shall not be so registered, the Participant hereby represents, warrants and agrees that the Participant will receive such shares or other securities for investment and not with a view to their resale or distribution, and will execute an appropriate investment letter satisfactory to the Company and its counsel. The Participant further hereby agrees that as a condition to the settlement of PUs and Dividend Equivalents, the Participant will execute an agreement in a form acceptable to the Company to the effect that the shares shall be subject to any underwriter’s lock-up agreement in connection with a public offering of any securities of the Company that may from time to time apply to shares held by officers and employees of the Company, and such agreement or a successor agreement must be in full force and effect.
                                

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9. Legends. The Participant hereby acknowledges that the stock certificate or certificates (or entries in the case of book entry form) evidencing shares of Stock or other securities issued pursuant to any settlement of an PU or Dividend Equivalent hereunder may bear a legend (or provide a restriction) setting forth the restrictions on their transferability described in Section 8 hereof, if such restrictions are then in effect.
10. Rights as Stockholder. The Participant shall have no rights as a stockholder with respect to any PUs, Dividend Equivalents or Underlying Shares until the date of issuance of a stock certificate (or appropriate entry is made in the case of book entry form) for Underlying Shares and any Dividend Equivalents. Except as provided by Section 4, no adjustment shall be made for any rights for which the record date is prior to the date such stock certificate is issued (or appropriate entry is made in the case of book entry form), except to the extent the Committee so provides, pursuant to the terms of the Plan and upon such terms and conditions it may establish.
11. Effect Upon Employment and Performance of Services. Nothing in this Performance Unit Agreement or the Plan shall be construed to impose any obligation upon the Company or any subsidiary to employ or utilize the services of the Participant or to retain the Participant in its employ or to engage or retain the services of the Participant.
12. Time for Acceptance. Unless the Participant shall evidence acceptance of this Performance Unit Agreement by electronic or other means prescribed by the Committee within sixty (60) days after its delivery, the PUs and Dividend Equivalents shall be null and void (unless waived by the Committee).
13. Breach of Restrictive Covenants. In the event that the Participant breaches any confidentiality, inventions, non-solicitation and/or non-competition agreement with the Company and such agreement is permitted by applicable laws, (i) the Participant shall forfeit (and shall not vest in) all PU awards to the extent stock certificates (or appropriate entry in the case of book entry form), cash or other property, as applicable, have not yet been delivered with respect to any PU and (ii) the Participant shall pay to the Company an amount equal to the excess of the Fair Market Value of the Underlying Shares as of the date of settlement (whether settled in cash or Stock) over the Purchase Price, if any, paid (or deemed paid) together with the value of any Dividend Equivalents; provided, however, that the Committee in its discretion may release the Participant from the requirement to make such payment, if the Committee determines that the Participant’s breach of such agreement is not inimical to the best interests of the Company. In accordance with applicable law, the Company may deduct the amount of payment due under the preceding sentence from any compensation or other amount payable by the Company to the Participant. For purposes of this Section 13, the term “Company” refers to the Company as defined in the last sentence of Section 1 of the Plan.
                                

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14. Section 409A of the Internal Revenue Code. The PUs and Dividend Equivalents granted hereunder are intended to avoid the potential adverse tax consequences to the Participant of Section 409A of the Code, and the Committee may make such modifications to this Performance Unit Agreement as it deems necessary or advisable to avoid such adverse tax consequences. If and to the extent that the PUs and Dividend Equivalents are subject to Section 409A, in addition to the provisions of Section 12(f) of the Plan, any payment upon termination of the Relationship shall be made only upon a “separation from service” under Section 409A, and the Participant may not directly or indirectly designate the calendar year of a payment.
15. Electronic Delivery and Participation. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means or to request the Participant’s consent to participate in the Plan by electronic means. The Participant consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
16. Company Clawback Policy; Recoupment Requirements. The PUs and Dividend Equivalents granted hereunder shall be subject to any applicable clawback or recoupment policies, share trading policies, corporate governance standards and other policies that may be implemented by the Board from time to time, in accordance with applicable law. Notwithstanding anything in this Performance Unit Agreement to the contrary, the Participant acknowledges and agrees that this Performance Unit Agreement and the award described herein are (a) subject to the terms and conditions of the Company’s clawback or similar compensation recoupment policy as may be in effect from time to time, and (b) subject to deduction, recoupment or forfeiture to the extent required to comply with any recoupment requirement imposed under applicable laws, rules, regulations or stock exchange listing standards, any of which could in certain circumstances require repayment or forfeiture of the PUs or other cash or property received with respect to the PUs (including any value received from a disposition of the PUs). In order to satisfy any recoupment obligations arising under the Company’s compensation clawback policy or otherwise under applicable laws, rules, regulations or stock exchange listing standards, among other things, the Participant expressly and explicitly authorizes the Company to issue instructions on the Participant’s behalf to any brokerage firm or stock plan service provider engaged by the Company to hold any shares of Stock or other amounts acquired pursuant to the PUs to re-convey, transfer or otherwise return such shares and/or other amounts to the Company upon the Company’s enforcement of the compensation clawback or similar policy or any other recoupment obligations.
17. Nature of Award. By accepting this PU, the Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan and this Performance Unit Agreement;
                                

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(b) the grant of this PU is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards under the Plan or benefits in lieu of Plan awards, even if PUs or other Plan awards have been granted in the past;
(c) all decisions with respect to future PU awards will be at the sole discretion of the Committee;
(d) the Participant is voluntarily participating in the Plan;
(e) the future value of the Underlying Shares is unknown and cannot be predicted with certainty;
(f) if the Participant resides and/or works outside the United States, the following additional provisions shall apply:
(i)    this PU, including any Dividend Equivalents, the Underlying Shares, and the income from and value of same are not intended to replace any pension rights or compensation;
(ii)    this PU, including any Dividend Equivalents, the Underlying Shares, and the income from and value of same, do not constitute compensation of any kind for services of any kind rendered to the Company and/or any subsidiary thereof and are outside the scope of the Participant’s employment contract, if any;
(iii)    this PU, including any Dividend Equivalents, and Underlying Shares , and the income from and value of same are not part of normal or expected compensation or salary, including, but not limited to, for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, service awards, pension or retirement or welfare benefits or similar payments unless such other arrangement explicitly provides to the contrary;
(iv)    no claim or entitlement to compensation or damages shall arise from forfeiture of the PU, including any Dividend Equivalents, resulting from the Participant’s termination of the Relationship (for any reason and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any) or enforcement of any applicable clawback policy or recoupment requirements applicable to the PUs or Underlying Shares or other benefits or payments relating to the PUs.
(g)    the Company shall not be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States dollar that may affect the value of this PU or any amounts due pursuant to the settlement of the PU or the subsequent sale of any Underlying Shares acquired upon settlement.
                                

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18. Country-Specific Provisions; Imposition of Other Requirements.
(a) Notwithstanding any provision in this Performance Unit Agreement, this PU shall be subject to any special terms and conditions set forth in any Appendix to this Performance Unit Agreement for the Participant’s country of residence (and country of employment, if different). Moreover, if the Participant relocates to or otherwise becomes subject to the laws, rules and/or regulations of one of the countries included in the Appendix, the additional or different terms and conditions for such country will apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons and provided the imposition of the term or condition will not result in any adverse accounting expense with respect to the PUs (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer). The Appendix constitutes part of this Performance Unit Agreement.
(b) The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the PUs and on any Underlying Shares to the extent the Company determines it is necessary or advisable for legal or administrative reasons and provided the imposition of the term or condition will not result in any adverse accounting expense to the Company, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
19. General Provisions.
(a) Amendment; Waivers. This Performance Unit Agreement, including the Plan, contains the full and complete understanding and agreement of the parties hereto as to the subject matter hereof, and except as otherwise permitted by the express terms of the Plan and this Performance Unit Agreement and applicable law, it may not be modified or amended nor may any provision hereof be waived without a further written agreement duly signed by each of the parties; provided, however, that a modification or amendment that does not materially diminish the rights of the Participant hereunder, as they may exist immediately before the effective date of the modification or amendment, shall be effective upon written notice of its provisions to the Participant, to the extent permitted by applicable law. The waiver by either of the parties hereto of any provision hereof in any instance shall not operate as a waiver of any other provision hereof or in any other instance. The Participant shall have the right to receive, upon request, a written confirmation from the Company of the Customizing Information.
(b) Binding Effect. This Performance Unit Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, representatives, successors and assigns.
(c) Fractional PUs, Underlying Shares and Dividend Equivalents. All fractional Underlying Shares and Dividend Equivalents settled in Stock resulting from the application of the Performance Criteria or the adjustment provisions contained in the Plan shall be rounded down to the nearest whole share. If cash in lieu of Underlying Shares is delivered at settlement, or Dividend Equivalents are settled in cash, the amount paid shall be rounded down to the nearest penny.
                                

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(d) Governing Law and Venue. This Performance Unit Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to the principles of conflicts of law. Unless the Participant is subject to a mutual agreement to arbitrate with the Company, the Participant agrees to institute any legal action or legal proceeding relating to the Performance Unit Agreement or the Plan in Boston Municipal Court, Massachusetts, or in federal court in Boston, Massachusetts, United States of America, and no other courts, where this grant is made and/or to be performed. The Participant agrees to submit to the jurisdiction of and agrees that venue is proper in the aforesaid courts in any such action or proceeding and waives, to the fullest extent permitted by law, any objection that the laying of venue of any legal or equitable proceedings related to, concerning or arising from such dispute which is brought in any such court is improper or that such proceedings have been brought in an inconvenient forum.
(e) Construction. This Performance Unit Agreement is to be construed in accordance with the terms of the Plan. In case of any conflict between the Plan and this Performance Unit Agreement, the Plan shall control. The titles of the sections of this Performance Unit Agreement and of the Plan are included for convenience only and shall not be construed as modifying or affecting their provisions. Capitalized terms not defined herein shall have the meanings given to them in the Plan.
(f) Language. The Participant acknowledges that the Participant is sufficiently proficient in English or has consulted with an advisor who is sufficiently proficient in English, so as to understand the terms and conditions of the Performance Unit Agreement. If the Participant receives this Performance Unit Agreement, or any other document related to this PU and/or the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.
(g) Data Privacy Notice and Consent. The Company is located in the United States of America and grants PUs under the Plan to employees of the Company and its subsidiaries in its sole discretion. In conjunction with the Company’s grant of the PUs under the Plan and its ongoing administration of such awards, the Company is providing the following information about its data collection, processing and transfer practices (“Personal Data Activities”). In accepting the grant of the PUs, the Participant expressly and explicitly consents to the Personal Data Activities as described herein.
(i)Data Collection, Processing and Usage. The Company collects, processes and uses the Participant’s personal data, including the Participant’s name, home address, email address, and telephone number, date of birth, social insurance/passport number or other identification number (e.g. resident registration number), salary, citizenship, job title, any shares of Common Stock or directorships held in the Company, and details of all PUs or any other equity compensation awards granted, canceled, exercised, vested, or outstanding in the Participant’s favor, which the Company receives from the Participant or the Employer (“Personal Information”). In granting the PUs under the Plan, the Company will collect the Participant’s Personal Information for purposes of allocating shares of Common Stock and implementing, administering and managing the Plan. The Company’s legal basis for the collection, processing and usage of the Participant’s Personal Information is the Participant’s consent.
                                

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(ii)Stock Plan Administration Service Provider. The Company transfers the Participant’s Personal Information to Fidelity Stock Plan Services LLC, an independent service provider based in the United States, which assists the Company with the implementation, administration and management of the Plan (the “Stock Plan Administrator”). In the future, the Company may select a different Stock Plan Administrator and share the Participant’s Personal Information with another company that serves in a similar manner. The Stock Plan Administrator will open an account for the Participant to receive and trade shares of Common Stock acquired under the Plan. The Participant will be asked to agree on separate terms and data processing practices with the Stock Plan Administrator, which is a condition to the Participant’s ability to participate in the Plan.
(iii) International Data Transfers. The Company and the Stock Plan Administrator are based in the United States. The Participant should note that the Participant’s country of residence may have enacted data privacy laws that are different from the United States. The Company’s legal basis for the transfer of the Participant’s Personal Information to the United States is the Participant’s consent.
(iv) Voluntariness and Consequences of Consent Denial or Withdrawal. The Participant’s participation in the Plan and the Participant’s grant of consent is purely voluntary. The Participant may deny or withdraw the Participant’s consent at any time. If the Participant does not consent, or if the Participant later withdraws the Participant’s consent, the Participant may be unable to participate in the Plan. This would not affect the Participant’s existing employment or salary; instead, the Participant merely may forfeit the opportunities associated with the Plan.
(v)Data Subject Rights. The Participant may have a number of rights under the data privacy laws in the Participant’s country of residence. For example, the Participant’s rights may include the right to (i) request access or copies of personal data the Company processes, (ii) request rectification of incorrect data, (iii) request deletion of data, (iv) place restrictions on processing, (v) lodge complaints with competent authorities in the Participant’s country of residence, and/or (vi) request a list with the names and addresses of any potential Participants of the Participant’s Personal Information. To receive clarification regarding the Participant’s rights or to exercise the Participant’s rights, the Participant should contact the Participant’s local human resources department.
(h) No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition of sale of Underlying Shares. The
                                

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Participant is hereby advised to consult with the Participant’s own personal tax, legal and financial advisors regarding participation in the Plan before taking any action related to the Plan.
(i) Severability. The provisions of this Performance Unit Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
(j) Legal and Tax Compliance; Cooperation. If the Participant resides or is employed outside of the United States, the Participant agrees, as a condition of the grant of the PUs, to repatriate all payments attributable to the Underlying Shares and/or cash acquired under the Plan (including, but not limited to, dividends and any proceeds derived from the sale of Shares acquired pursuant to the PUs) if required by and in accordance with local foreign exchange rules and regulations in the Participant ‘s country of residence (and country of employment, if different). In addition, the Participant also agrees to take any and all actions, and consent to any and all actions taken by the Company and its subsidiaries, as may be required to allow the Company and its subsidiaries to comply with local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different). Finally, the Participant agrees to take any and all actions as may be required to comply with the Participant’s personal legal and tax obligations under local laws, rules and regulations in the Participant ‘s country of residence (and country of employment, if different).
(k) Private Offering. The grant of the PUs is not intended to be a public offering of securities in the Participant’s country of residence (and country of employment, if different). The Company has not submitted any registration statement, prospectus or other filing with the local securities authorities with respect to the grant of the PUs (unless otherwise required under local law). No employee of the Company is permitted to advise the Participant on whether the Participant should acquire Underlying Shares under the Plan or provide the Participant with any legal, tax or financial advice with respect to the grant of the PUs. Investment in shares of Common Stock involves a degree of risk. Before deciding to acquire Underlying Shares pursuant to the PUs, the Participant should carefully consider all risk factors and tax considerations relevant to the acquisition of Shares under the Plan or the disposition of them. Further, the Participant should carefully review all of the materials related to the PUs and the Plan, and the Participant should consult with the Participant’s personal legal, tax and financial advisors for professional advice in relation to the Participant’s personal circumstances.
(l) Insider Trading/Market Abuse. The Participant may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, including, but not limited to the United States and the Participant’s country, which may affect the Participant’s ability to accept, acquire, sell or otherwise dispose of Underlying Shares or rights to Underlying Shares (e.g., PUs) or rights linked to the value of Underlying Shares during such times as the Participant is considered to have “inside information” regarding the Company as defined in the laws or regulations in the applicable jurisdictions. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable insider trading policy of the Company. The Participant is responsible for complying with any applicable restrictions and should consult with the Participant’s personal legal advisor on this matter.
                                

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(m) Foreign Asset/Account Reporting; Exchange Control Requirements. The Participant’s country may have certain foreign asset and/or foreign account reporting requirements and exchange controls which may affect the Participant’s ability to acquire or hold Underlying Shares acquired under the Plan or cash received from participating in the Plan in a brokerage or bank account outside the Participant’s country. The Participant may be required to report such accounts, assets or transactions to the tax or other authorities in the Participant’s country. The Participant also may be required to repatriate sale proceeds or other funds received as a result of the Participant’s participation in the Plan to the Participant’s country through a designated bank or broker and/or within a certain time after receipt. The Participant is responsible for complying with any applicable requirements and should consult with the Participant’s personal tax and legal advisors on such matters.

                                

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IRON MOUNTAIN INCORPORATED
Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan
Performance Unit Agreement
Appendix
Country-Specific Provisions
Capitalized terms used but not defined in this Appendix have the meanings set forth in the Plan and/or the Performance Unit Agreement.

Terms and Conditions
This Appendix includes terms and conditions that govern the PUs and/or the Underlying Shares if the Participant is a citizen or resident of and/or works in one of the jurisdictions listed below. These terms and conditions are in addition to, or, if so indicated, in place of, the other terms and conditions set forth in this Performance Unit Agreement.
If the Participant is a citizen or resident of a country other than the one in which the Participant is currently working (or is considered as such for local law purposes) or if the Participant transfers employment, service or residency to a different jurisdiction after the Grant Date, the Company will, in its discretion, determine the extent to which the terms and conditions contained herein will be applicable to the Participant.
Notifications
This Appendix  also includes notifications relating to exchange control, securities laws and other issues of which the Participant should be aware with respect to the Participant’s participation in the Plan. The information is based on the exchange control, securities and other laws in effect in the respective countries as of January 2026. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant not rely on the notifications herein as the only source of information relating to the consequences of participation in the Plan because the information may be out of date at the time the PUs vest and are settled or Underlying Shares are sold.
In addition, the information contained herein is general in nature and may not apply to each particular Participant’s situation and the Company is not in a position to assure a Participant of any particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in a particular country may apply to the Participant's situation.
If the Participant is a citizen or resident of a country other than the one in which the Participant is currently working, transfers employment or service location after the Grant Date, or is considered a resident of another country for local law purposes, the information contained herein may not apply to the Participant in the same manner, and the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply.

                                

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ARGENTINA
Terms and Conditions
Nature of Award. The following provision supplements Section 17 of the Performance Unit Agreement:
In accepting the PUs, the Participant acknowledges and agrees that the grant of PUs is made by the Company (not the Employer) in its sole discretion and that the value of the PUs or any Shares acquired under the Plan shall not constitute salary or wages for any purpose under Argentine labor law, including, but not limited to, the calculation of (i) any labor benefits including, without limitation, vacation pay, thirteenth salary, compensation in lieu of notice, annual bonus, disability, and leave of absence payments, etc., or (ii) any termination or severance indemnities or similar payments. If, notwithstanding the foregoing, any benefits under the Plan are considered as salary or wages for any purpose under Argentine labor law, the Participant acknowledges and agrees that such benefits shall not accrue more frequently than on the relevant Vesting Date(s).
Notifications
Securities Law Information. Neither the PUs nor the Underlying Shares are publicly offered or listed on any stock exchange in Argentina and, as a result, have not been and will not be registered with the Argentine Securities Commission (Comisión Nacional de Valores). Neither this Performance Unit Agreement nor any other offering material related to the PUs nor the Underlying Shares may be utilized in connection with any general offering to the public in Argentina. Argentine residents who acquire PUs or Underlying Shares under the Plan do so under their own responsibility according to the terms of a private offering made from outside Argentina. Any Argentine resident who acquires Underlying Shares shall not transfer such Underlying Shares to any other person within six months of acquiring the Underlying Shares, unless the transaction is conducted outside Argentina and the Underlying Shares are not sold back to the Company. Accordingly, the transfer restriction should not apply if the Underlying Shares are sold on the New York Stock Exchange.
Exchange Control Information. Exchange control regulations in Argentina are subject to frequent change. The Participant is solely responsible for complying with any and all Argentine currency exchange restrictions, approvals and reporting requirements in connection with the vesting and settlement of the PUs, the subsequent sale of any Shares acquired at vesting/settlement and the receipt of any dividends paid on such Shares. The Participant should consult with the Participant’s personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations the Participant may have in connection with the Participant’s participation in the Plan.
Foreign Asset/Account Reporting Information. If the Participant holds the Underlying Shares as of December 31 of any year, the Participant is required to report the holding of the Underlying Shares on the Participant’s personal tax return for the relevant year. The Participant should consult with the Participant’s personal advisor(s) regarding any personal foreign asset/foreign account tax obligations the Participant may have in connection with the Participant’s participation in the Plan.
                                

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AUSTRALIA
Terms and Conditions
Award Conditioned on Satisfaction of Regulatory Obligations. If the Participant is (a) a director of a Company subsidiary incorporated in Australia, or (b) a person who is a management-level executive of a Company subsidiary incorporated in Australia and who also is a director of a Company subsidiary incorporated outside of Australia, the grant of the PUs is conditioned upon satisfaction of the shareholder approval provisions of section 200B of the Corporations Act 2001 (Cth) in Australia.
Notifications
Securities Law Information. The grant of the PUs is being made pursuant to Division 1A, Part 7.12 of the Corporations Act 2001 (Cth).
Tax Notification. The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (subject to conditions in the Act).
Exchange Control Information. Exchange control reporting is required for cash transactions exceeding AUD 10,000 and international fund transfers. The Australian bank assisting with the transaction will file the report. If there is no Australian bank involved in the transfer, the Participant personally will be required to file the report. The Participant should consult with the Participant’s personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations the Participant may have in connection with participation in the Plan.
AUSTRIA
Terms and Conditions
No country-specific provisions.
Notifications
Exchange Control Information. If the Participant holds securities (including Shares acquired under the Plan) or cash (including proceeds from the sale of Underlying Shares) outside Austria, the Participant will be required to report certain information to the Austrian National Bank if certain thresholds are exceeded. Specifically, if the Participant holds securities outside Austria, reporting requirements will apply if the value of such securities meets or exceeds €5,000,000 as of the end of any calendar quarter. Further, if the Participant holds cash in accounts outside Austria, monthly reporting requirements will apply if the aggregate transaction volume of such cash accounts meets or exceeds €10,000,000.
                                

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These thresholds may be subject to change. The Participant should consult with the Participant’s personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations the Participant may have in connection with the Participant’s participation in the Plan.
BELGIUM
Terms and Conditions
No country-specific provisions.
Notifications
Foreign Asset/Account Reporting Information. The Participant is required to report any securities (e.g., Shares acquired under the Plan) or bank accounts (including brokerage accounts) opened and maintained outside of Belgium on the Participant’s annual tax return. The Participant will also be required to complete a separate report, providing the National Bank of Belgium with details regarding any such account (including the account number, the name of the bank in which such account is held and the country in which such account is located). This report, as well as additional information on how to complete it, can be found on the website of the National Bank of Belgium, www.nbb.be, under Kredietcentrales / Centrales des crédits caption. The Participant should consult with the Participant’s personal advisor(s) regarding any personal foreign asset/foreign account tax obligations the Participant may have in connection with the Participant’s participation in the Plan.
Stock Exchange Tax Information. A stock exchange tax applies to transactions executed by a Belgian resident through a non-Belgian financial intermediary, such as a U.S. broker. The stock exchange tax will apply when Shares acquired pursuant to the PUs are sold. The Participant should consult with a personal tax or financial advisor for additional details on the Participant’s obligations with respect to the stock exchange tax.
Annual Securities Account Tax. An annual securities accounts tax may be payable if the total value of securities held in a Belgian or foreign securities account (e.g., Underlying Shares acquired under the Plan) exceeds a certain threshold on four reference dates within the relevant reporting period (i.e., December 31, March 31, June 30 and September 30). In such case, the tax will be due on the value of the qualifying securities held in such account. The Participant should consult with a personal tax or financial advisor for additional details on the Participant’s obligations with respect to the annual securities account tax.
BRAZIL
Terms and Conditions
Nature of Award. The following provision supplements Section 17 of the Performance Unit Agreement:
                                

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By accepting the PUs, the Participant agrees that the Participant is (i) making an investment decision; and (ii) the value of the Underlying Shares is not fixed and may increase or decrease in value over the vesting period without compensation to the Participant.
Compliance with Law. By accepting the PUs, the Participant acknowledges that the Participant agrees to comply with applicable Brazilian laws and to pay any and all applicable taxes associated with the vesting of the PUs, and the sale of Underlying Shares acquired under the Plan and the receipt of any dividends.
Notifications
Foreign Asset/Account Reporting Information. If the Participant is a resident or domiciled in Brazil, the Participant may be required to submit an annual declaration of assets and rights held outside of Brazil to the Central Bank of Brazil. If the aggregate value of such assets and/or rights is US$1,000,000 or more but less than US$100,000,000, a declaration must be submitted annually. If the aggregate value exceeds US$100,000,000, a declaration must be submitted quarterly.
Tax on Financial Transaction (IOF). Repatriation of funds (e.g., the proceeds from the sale of Underlying Shares) into Brazil and the conversion of USD into BRL associated with such fund transfers may be subject to the Tax on Financial Transactions. It is the Participant’s responsibility to comply with any applicable Tax on Financial Transactions arising from the Participant’s participation in the Plan. The Participant should consult with the Participant’s personal tax advisor for additional details.
CANADA
Terms and Conditions

PUs Payable Only in Shares. Notwithstanding any discretion in the Plan or anything to the contrary in this Performance Unit Agreement, the grant of the PUs does not provide the Participant any right to receive a cash payment and the PUs may be settled only in shares of Common Stock.
Termination of Relationship. The following provision supplements Section 2(d) of the Performance Unit Agreement.
Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, the Participant’s right to vest in the PUs under the Plan, if any, will terminate effective as of the last day of the Participant’s minimum statutory notice period, but the Participant will not earn or be entitled to a pro-rata vesting if the vesting date falls after the end of the statutory notice period, nor will the Participant be entitled to any compensation for lost vesting.

The following two provisions apply if the Participant is a resident of Quebec:
                                

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Language. A French translation of this Performance Unit Agreement, the Plan and certain other documents related to the offer will be made available to the Participant as soon as reasonably practicable following the Participant’s written request. Notwithstanding the Language provision included in Section 19(f) of the Performance Unit Agreement, to the extent required by applicable law and unless the Participant indicates otherwise, the French translation of such documents will govern the Participant’s participation in the Plan.
Langue. Une traduction française du présent Contrat, du Plan et de certains autres documents liés à l’offre sera mise à la disposition du Participant dès que cela sera raisonnablement possible suite à la demande écrite du Participant. Nonobstant la disposition reprise ci-dessus dans la Section 19(f) du Contrat relative à la Langue, dans la mesure où la loi applicable l’exige et à moins que le Participant n’indique le contraire, la traduction française de ces documents régira la participation au Plan du Participant.
Data Privacy. The following provision supplements Section 19(g) of the Performance Unit Agreement:
The Participant hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Participant’s awards under the Plan. The Participant further authorizes the Company, its subsidiaries and the Stock Plan Administrator to disclose and discuss the Participant’s participation in the Plan with their respective advisors. The Participant further authorizes the Company and its subsidiaries to record such information and to keep such information in the Participant’s employee file. The Participant acknowledges that the Participant’s personal information, including any sensitive personal information, may be transferred or disclosed outside the province of Quebec, including to the U.S. If applicable, the Participant also acknowledges that the Company, its subsidiaries and the Stock Plan Administrator may use technology for profiling purposes and to make automated decisions that may have an impact on the Participant or the administration of the Plan.
Notifications
Securities Law Information. The Participant is permitted to sell Underlying Shares acquired upon the vesting and settlement of the PUs through the designated broker appointed under the Plan, if any, provided the resale of Underlying Shares acquired under the Plan takes place outside of Canada through the facilities of a stock exchange on which the shares of Stock are listed. The Underlying Shares are currently listed on the New York Stock Exchange.
Foreign Asset/Account Reporting Information. Specified foreign property, including the PUs, Underlying Shares, and other rights to receive shares of a non-Canadian company held by a Canadian resident generally must be reported annually on a Form T1135 (Foreign Income Verification Statement) if the total cost of the foreign property exceeds C$100,000 at any time during the year. Thus, the unvested portion of the PUs must be reported – generally at a nil cost – if the C$100,000 cost threshold is exceeded because the Participant holds other specified foreign property. When Underlying Shares are acquired, their cost generally is the adjusted cost base (“ACB”) of the Underlying Shares.
                                

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The ACB ordinarily will equal the fair market value of the Underlying Shares at the time of acquisition, but if the Participant owns other shares of Stock, the ACB may need to be averaged with the ACB of the other shares of Stock. The Participant should consult with the Participant’s personal advisor(s) regarding any personal foreign asset/foreign account tax obligations the Participant may have in connection with the Participant’s participation in the Plan.
CHILE
Terms and Conditions
No country-specific provisions.
Notifications
Securities Law Information - Ruling N° 336. The PUs constitute a private offering of securities in Chile effective as of the Grant Date, and is expressly subject to general ruling N° 336 of the Chilean Commission for the Financial Market (“CMF”). The PUs refer to securities not registered at the securities registry or at the foreign securities registry of the CMF, and, therefore, such securities are not subject to oversight of the CMF. Given that the Underlying Shares are not registered in Chile, the Company is not required to provide public information about the PUs or the Underlying Shares in Chile. Unless the PUs and/or the Underlying Shares are registered with the CMF, a public offering of such securities cannot be made in Chile.
Exchange Control Information. If the Participant’s aggregate investments held outside of Chile (including the value of Underlying Shares acquired under the Plan) are equal to or greater than USD 5,000,000, the Participant must provide the Central Bank with updated information accumulated for a three-month period within 45 calendar days of March 31, June 30 and September 30 and within 60 calendar days of December 31. Annex 3.1 of Chapter XII of the Foreign Exchange Regulations Manual must be used to file this report.
The Participant is not required to repatriate funds obtained from the sale of Underlying Shares or the receipt of any dividends to Chile. However, if the Participant decides to repatriate such funds, the Participant must do so through the Formal Exchange Market if the funds exceed USD 10,000. In such case, the Participant must report the payment to a commercial bank or the registered foreign exchange office receiving the funds. If the Participant does not repatriate the funds and instead uses such funds for the payment of other obligations contemplated under a different Chapter of the Foreign Exchange Regulations, the Participant must sign Annex 1 of the Manual of Chapter XII of the Foreign Exchange Regulations and file it directly with the Central Bank within the first 10 days of the month immediately following the transaction.
The Participant should consult with the Participant’s personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations the Participant may have in connection with the Participant’s participation in the Plan.
                                

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Foreign Asset/Account Reporting Information. The Chilean Internal Revenue Service (“CIRS”) requires all taxpayers to provide information annually regarding: (a) any taxes paid abroad which they will use as a credit against Chilean income taxes, and (b) the results of foreign investments. These annual reporting obligations must be complied with by submitting a sworn statement setting forth this information before July 1 of each year. The sworn statement disclosing this information (or Formularios) must be submitted electronically through the CIRS website, www.sii.cl, using Form 1929. The Participant should consult with the Participant’s personal advisor(s) regarding any personal foreign asset/foreign account tax obligations the Participant may have in connection with the Participant’s participation in the Plan.
Notifications
No country-specific provisions.
COLOMBIA
Terms and Conditions
Nature of Award. The following provision supplements Section 17 of the Performance Unit Agreement:
The Participant acknowledges that pursuant to Article 128 of the Colombian Labor Code, the Plan, the PUs, the Underlying Shares, and any other amounts or payments granted or realized from participation in the Plan do not constitute a component of the Participant’s “salary” for any purpose. To this extent, they will not be included and/or considered for purposes of calculating any and all labor benefits, such as legal/fringe benefits, vacations, indemnities, payroll taxes, social insurance contributions or any other labor-related amount which may be payable.
Mandate Letter. In accepting the PUs, the Participant agrees that – if requested by the Company or the Employer – the Participant will execute a Mandate Letter or such other document (whether electronically or by such other method as requested by the Company or the Employer) that the Company determines is necessary or advisable in order to permit (i) the Participant to utilize the Sell-To-Cover Tax Withholding Method to satisfy the Participant’s obligations for Tax-Related Items, and (ii) the proceeds from such sale to be wired directly from the Company to the Employer in Colombia for remittance to the tax authorities.
Notifications
Securities Law Information. The Underlying Shares are not and will not be registered with the Colombian registry of publicly traded securities (Registro Nacional de Valores y Emisores), and therefore, the Underlying Shares cannot be offered to the public in Colombia. Nothing in the Performance Unit Agreement shall be construed as making a public offer of securities, or the promotion of financial products in Colombia.
Exchange Control Information. Foreign investments must be registered with the Central Bank of Colombia (Banco de la República).
                                

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Upon the subsequent sale or other disposition of investments held abroad, the registration with the Central Bank must be canceled, the proceeds from the sale or other disposition of the Underlying Shares must be repatriated to Colombia and the appropriate Central Bank form must be filed (usually with the Participant’s local bank). The Participant acknowledges that the Participant personally is responsible for complying with Colombian exchange control requirements. The Participant should consult with the Participant’s personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations the Participant may have in connection with the Participant’s participation in the Plan.
Foreign Asset/Account Reporting Information. An annual informative return must be filed with the Colombian Tax Office detailing any assets held abroad (including the Underlying Shares acquired under the Plan). If the individual value of any of these assets exceeds a certain threshold, each asset must be described (e.g., its nature and its value) and the jurisdiction in which it is located must be disclosed. The Participant acknowledges that the Participant personally is responsible for complying with this tax reporting requirement. The Participant should consult with the Participant’s personal advisor(s) regarding any personal foreign asset/foreign account tax obligations the Participant may have in connection with the Participant’s participation in the Plan.
CYPRUS
Terms and Conditions
No country-specific provisions.
Notifications
No country-specific provisions.
CZECH REPUBLIC
Terms and Conditions
No country-specific provisions.
Notifications
Exchange Control Information. The Participant may be required to notify the Czech National Bank that Participant acquired shares of Stock under the Plan and/or that the Participant maintains a foreign account. Such notification will be required if the aggregate value of the Participant’s foreign direct investments is CZK 2,500,000 or more, the Participant has a certain threshold of foreign financial assets, or the Participant is specifically requested to do so by the Czech National Bank. The Participant should consult with a personal financial advisor regarding applicable reporting requirements.
DENMARK
                                

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Terms and Conditions
Danish Stock Option Act. Notwithstanding anything in the Performance Unit Agreement to the contrary, the treatment of the PUs upon the Participant’s termination of employment with the Company or the Employer, as applicable, shall be governed by the Danish Stock PU Act (the “Act”), as in effect at the time of the Participant’s termination (as determined by the Committee in its discretion in consultation with legal counsel). By accepting the PUs, the Participant acknowledges that the Participant has received a Danish translation of an Employer Statement, which is being provided to comply with the Danish Stock PU Act.
Please be aware that as set forth in Section 1 of the Act, the Act only applies to “employees” as that term is defined in Section 2 of the Act. If the Participant is a member of the registered management of a subsidiary of the Company incorporated in Denmark or otherwise does not satisfy the definition of employee, the Participant will not be subject to the Act and the Employer Statement will not apply to the Participant.
Notifications
Foreign Asset/Account Reporting Information. If Danish residents establish an account holding Shares or an account holding cash outside Denmark, they must report the account to the Danish Tax Administration as part of their annual tax return under the section related to foreign affairs and income. The form which should be used in this respect can be obtained from a local bank. The Participant should consult with the Participant’s personal advisor(s) regarding any personal foreign asset/foreign account tax obligations the Participant may have in connection with the Participant’s participation in the Plan.
EGYPT
Terms and Conditions
No country-specific provisions.
Notifications
Exchange Control Information. If the Participant transfers funds into Egypt (e.g., proceeds from the sale of Underling Shares), the Participant is required to transfer the funds through a bank registered in Egypt. The Participant should consult with the Participant’s personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations the Participant may have in connection with the Participant’s participation in the Plan.
FINLAND
Terms and Conditions
No country-specific provisions.
                                

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Notifications
Foreign Asset/Account Reporting Information. Finland has not established any specific reporting requirements with respect to foreign assets/accounts. However, the Participant should check the Participant’s pre-completed tax return to confirm that the ownership of Shares and other securities (foreign or domestic) are correctly reported. If the Participant finds any errors or omissions, the Participant must make the necessary corrections electronically or by sending specific paper forms to the local tax authorities. The Participant should consult with the Participant’s personal advisor(s) regarding any personal foreign asset/foreign account tax obligations the Participant may have in connection with the Participant’s participation in the Plan.
FRANCE
Terms and Conditions
Language Consent. By accepting this grant of PUs, the Participant confirms having read and understood the Plan and this Performance Unit Agreement, which were provided in the English language. The Participant accepts the terms of the documents accordingly.
En acceptant le Attribution, l’Destinataire confirme avoir lu et compris le Plan et l’Accord, qui ont été fournis en anglais. l’Destinataire accepte les termes de ces documents en conséquence.
Notifications
Non-Qualified Nature of Award. The PUs granted pursuant to this Performance Unit Agreement are not intended to be “French-qualified” and are ineligible for specific tax and/or social security treatment in France under Sections L. 225-197-1 to L. 225-197-5 and Sections L. 22-10-59 to L. 22-10-60 of the French Commercial Code, as amended.
Exchange Control Information. The value of any cash or securities imported to or exported from France without the use of a financial institution must be reported to the customs and excise authorities when the value of such cash or securities is equal to or greater than a certain amount (currently €10,000). The Participant should consult with the Participant’s personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations the Participant may have in connection with participation in the Plan.
Foreign Asset/Account Reporting Information. French residents must report annually any shares and bank accounts held outside France, including the accounts that were opened, used and/or closed during the tax year, to the French tax authorities, on an annual basis on a special Form N° 3916, together with the Participant’s personal income tax return. Failure to report triggers a significant penalty. The Participant should consult with the Participant’s personal advisor(s) regarding any personal foreign asset/foreign account tax obligations the Participant may have in connection with participation in the Plan.
GERMANY
                                

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Terms and Conditions
No country-specific provisions.
Notifications
Exchange Control Information. Cross-border payments in excess of €50,000 must be reported to the German Federal Bank (Bundesbank).  If the Participant receives a cross-border payment in excess of this amount (e.g., proceeds from the sale of Underlying Shares acquired under the Plan) and/or if the Company withholds or sells Underlying Shares with a value in excess of €50,000 for any Tax-Related Items, the Participant must report the payment and/or the value of the Underlying Shares received and/or sold or withheld to the Bundesbank, either electronically using the “General Statistics Reporting Portal” (“Allgemeines Meldeportal Statistik”) available on the Bundesbank website (www.bundesbank.de) or via such other method (e.g., by email or telephone) as is permitted or required by Bundesbank. The report must be submitted monthly or within other such timing as is permitted or required by Bundesbank. The Participant should consult with the Participant’s personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations the Participant may have in connection with the Participant’s participation in the Plan.
Foreign Asset/Account Reporting Information. German residents must notify their local tax office of the acquisition of Shares when they file their personal income tax returns for the relevant year if the value of such Shares exceeds a certain amount (currently €150,000) or in the unlikely event that the resident holds Shares exceeding 10% of the Company’s total outstanding Shares. However, if the Shares are listed on a recognized U.S. stock exchange and the Participant owns less than 1% of the total Shares, this requirement will not apply even if Shares with a value exceeding €150,000 are acquired. The Participant should consult with the Participant’s personal advisor(s) regarding any personal foreign asset/foreign account tax obligations the Participant may have in connection with the Participant’s participation in the Plan.
GREECE
Terms and Conditions
No country-specific provisions.
Notifications
No country-specific provisions.
HONG KONG
Terms and Conditions
PUs Payable Only in Shares. Notwithstanding any discretion in the Plan or anything to the contrary in this Performance Unit Agreement, the grant of the PUs does not provide the Participant any right to receive a cash payment and the PUs may be settled only in shares of Common Stock.
                                

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Sale Restriction. Underling Shares received upon the vesting of the PUs are accepted as a personal investment. In the event that the PUs vest and the Underlying Shares are issued to the Participant (or the Participant’s heirs) within six (6) months of the Grant Date, the Participant (or the Participant’s heirs) agrees that the Underlying Shares will not be offered to the public or otherwise disposed of prior to the six (6)-month anniversary of the Grant Date.
Notifications
Securities Law Information.
WARNING: The contents of this document have not been reviewed by any regulatory authority in Hong Kong. The Participant is advised to exercise caution in relation to the offer. If the Participant is in any doubt about any of the contents of this document, the Participant should obtain independent professional advice. Neither the grant of the PUs nor the issuance of the Underlying Shares upon vesting of the PUs constitutes a public offering of securities under Hong Kong law and is available only to employees of the Company and its Subsidiaries. The Performance Unit Agreement, including the Appendix, the Plan and other incidental communication materials distributed in connection with the PUs (i) have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong and (ii) are intended only for the personal use of each eligible employee of the Company or its Subsidiaries and may not be distributed to any other person.
Nature of Scheme. The Company specifically intends that the Plan will not be treated as an occupational retirement scheme for purposes of the Occupational Retirement Schemes Ordinance.
HUNGARY
Terms and Conditions
No country-specific provisions.
Notifications
No country-specific provisions.
INDIA
Terms and Conditions
No country-specific provisions.
                                

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Notifications
Exchange Control Information. Any funds realized in connection with the Plan (e.g., proceeds from the sale of Underlying Shares) must be repatriated to India within a specified period of time after receipt as prescribed under Indian exchange control laws, unless the funds are reinvested in accordance with applicable exchange control laws in India. The Participant is personally responsible for obtaining a foreign inward remittance certificate (“FIRC”) from the bank where the Participant deposits the foreign currency and holding the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or the Employer requests proof of repatriation. The Participant is personally responsible for complying with exchange control laws in India, and neither the Company nor the Employer will be liable for any fines or penalties resulting from the Participant’s failure to comply with applicable laws. The Participant should consult with the Participant’s personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations the Participant may have in connection with participation in the Plan.
Foreign Asset/Account Reporting Information. The Participant is required to declare the Participant’s foreign bank accounts and any foreign financial assets (including Underlying Shares acquired under the Plan held outside India) in the Participant’s annual tax return. The Participant should consult with the Participant’s personal advisor(s) regarding any personal foreign asset/foreign account tax obligations the Participant may have in connection with participation in the Plan.
IRELAND
Terms and Conditions
No country-specific provisions.
Notifications
Director Notification Obligation. Subject to limited exceptions, if the Participant is a director or a shadow director or secretary of an Irish affiliate of the Company, pursuant to Chapter 5 of Part 5 of the Irish Companies Act 2014, as amended (the “Act”) and the Participant (i) acquires any interest, direct or indirect, in any class of voting shares of the Company (including on the grant or vesting of PUs) or (ii) disposes of any such interest, the Participant must notify the Irish affiliate of the Company in writing of certain particulars of the acquisition or disposal within eight (or, in the case of the grant or vesting of an PU, five) days of becoming aware of the relevant event giving rise to the notification requirement, or within eight days of becoming a director, shadow director or secretary if such an interest exists at that time (or becoming aware of such an interest). This notification requirement also applies with respect to the interests of certain close family members (principally a spouse, civil partner or child under 18 years of age), whose interests will be attributed to, and aggregated with, the relevant director, shadow director or secretary. In the case of PUs, a notification requirement arises by reference to both the grant and the subsequent vesting of the PUs. No notification requirement arises if the interests of a director, shadow director or secretary and the Participant's close family members, in aggregate represent 1% or less, in nominal value, of the Company's issued voting share capital.
                                

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Details of any such notifiable interests in shares and options to acquire shares in relation to directors are, pursuant to Part 6 of the Act, required to be disclosed in the statutory financial statements of the Irish affiliate of the Company, along with details of the directors’ remuneration.
ITALY
Terms and Conditions
Plan Document Acknowledgement. In accepting the PUs, the Participant acknowledges that the Participant has received a copy of the Plan and the Performance Unit Agreement, has reviewed the Plan and the Performance Unit Agreement (including this Appendix), in their entirety and fully understands and accepts all provisions of the Plan and the Performance Unit Agreement (including this Appendix).
The Participant further acknowledges that the Participant has read and specifically and expressly approves without limitation, the following sections of the Performance Unit Agreement:
◻Section 6 – Responsibility for Taxes
◻Section 13 – Right of Repayment
◻Section 16 – Company Clawback Policy; Recoupment Requirements
◻Section 17 – Nature of Award
◻Section 18– Appendix
◻Section 19(d) – Governing Law and Venue
◻Appendix – Data Privacy Notice
Notifications
Foreign Asset/Account Reporting Information. To the extent that the Participant holds investments abroad or foreign financial assets that may generate taxable income in Italy (such as the Underlying Shares acquired under the Plan) during the calendar year, the Participant is required to report them on the Participant’s annual tax return (UNICO Form, RW Schedule), or on a special form if no tax return is due and pay the foreign financial assets tax. The tax is assessed at the end of the calendar year or on the last day the shares are held (in such case, or when the shares are acquired during the course of the year, the tax is levied in proportion to the number of days the shares are held over the calendar year). No tax payment duties arise if the amount of the foreign financial assets tax calculated on all financial assets held abroad does not exceed a certain threshold.
                                

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Foreign Asset Tax. The value of any shares of Common Stock (and other financial assets) held outside Italy by individuals resident of Italy may be subject to a foreign asset tax. The taxable amount will be the fair market value of the financial assets (e.g., Shares) assessed at the end of the calendar year. The value of financial assets held abroad must be reported in Form RM of the annual return. The Participant should consult with the Participant’s personal advisor(s) regarding any personal foreign asset/foreign account tax obligations the Participant may have in connection with the Participant’s participation in the Plan.
JORDAN
Terms and Conditions
No country-specific provisions.
Notifications
No country-specific provisions.
MEXICO
Terms and Conditions
Labor Law Acknowledgement. The following provision supplements Section 17 of the Performance Unit Agreement.
By accepting the PUs, the Participant acknowledges that the Participant understands and agrees that: (i) the PUs are not related to the salary and other contractual benefits granted to the Participant by the Employer; and (ii) any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of employment.
Policy Statement. The grant of the PUs the Company is making under the Plan is unilateral and discretionary and, therefore, the Company reserves the absolute right to amend it and discontinue it at any time without any liability.
The Company, with registered offices at 251 Little Falls Drive Wilmington, DE 19808 is solely responsible for the administration of the Plan. Participation in the Plan and the acquisition of Shares under the Plan does not, in any way establish an employment relationship between the Participant and the Company since the Participant is participating in the Plan on a wholly commercial basis and the Participant’s sole employer is the Subsidiary employing the Participant, as applicable, nor does it establish any rights between the Participant and the Employer.
Plan Document Acknowledgment. By participating in the Plan, Participant acknowledges that the Participant has received copies of the Plan and the Performance Unit Agreement, has reviewed the Plan and the Performance Unit Agreement in their entirety and fully understands and accept all provisions of the Plan and the Performance Unit Agreement.
                                

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In addition, by participating in the Plan, the Participant further acknowledges that the Participant has read and specifically and expressly approves the terms and conditions in Section 18 of the Performance Unit Agreement, in which the following is clearly described and established: (i) participation in the Plan does not constitute an acquired right; (ii) the Plan and participation in the Plan is offered by the Company on a wholly discretionary basis; (iii) participation in the Plan is voluntary; and (iv) the Company and its Subsidiaries are not responsible for any decrease in the value of the Underlying Shares.
Finally, the Participant hereby declares that the Participant does not reserve any action or right to bring any claim against the Company for any compensation or damages as a result of participation in the Plan and therefore grants a full and broad release to the Employer and the Company and its Subsidiaries with respect to any claim that may arise under the Plan.

Reconocimiento de la Ley Laboral. Esta disposición complementa la Sección 17 del Acuerdo.
Al aceptar el PU,el Participante reconoce entiende y acuerda que: (i) la PU no se encuentra relacionada con el salario ni con otras prestaciones contractuales concedidas al Participante por del patrón; y (ii) cualquier modificación del Plan o su terminación no constituye un cambio o detrimento en los términos y condiciones de empleo.
Declaración de Política. La concesión del PU que la Compañía está haciendo bajo el Plan es unilateral y discrecional y, por lo tanto, la Compañía se reserva el derecho absoluto de modificar y discontinuar el mismo en cualquier momento, sin ninguna responsabilidad.
La Compañía, con oficinas registradas ubicadas en 251 Little Falls Drive Wilmington, DE 19808 Estados Unidos de Norteamérica, es la única responsable por la administración del Plan. La participación en el Plan y la adquisición de Acciones no establece de forma alguna, una relación de trabajo entre el Participante y la Compañía, ya que la participación en el Plan por parte del Participante es completamente comercial y el único patrón es Subsidiaria que esta contratando al que tiene la PU, en caso de ser aplicable, así como tampoco establece ningún derecho entre el que tiene la PU y el patrón.
Reconocimiento del Plan de Documentos. Al participar en el Plan, el Participante reconoce que ha recibido copias del Plan y del Acuerdo, mismos que ha revisado en su totalidad y los entiende completamente y, que ha entendido y aceptado las disposiciones contenidas en el Plan y en el Acuerdo.
Adicionalmente, al participar en el Plan, el Participante reconoce que ha leído, y que aprueba específica y expresamente los términos y condiciones contenidos en la Sección 18 del Acuerdo, en la cual se encuentra claramente descrito y establecido lo siguiente: (i) la participación en el Plan no constituye un derecho adquirido; (ii) el Plan y la participación en el mismo es ofrecida por la Compañía de forma enteramente discrecional; (iii) la participación en el Plan es voluntaria; y (iv) la Compañía, así como sus Subsidiarias no son responsables por cualquier detrimento en el valor de las Acciones en relación con la PU.
                                

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Finalmente, el Participante declara que no se reserva ninguna acción o derecho para interponer una demanda en contra de la Compañía por compensación, daño o perjuicio alguno como resultado de la participación en el Plan y en consecuencia, otorga el más amplio finiquito a su patrón, así como a la Compañía, a sus Subsidiarias con respecto a cualquier demanda que pudiera originarse en virtud del Plan.
Notifications
No country-specific provisions.
NETHERLANDS
Terms and Conditions
No country-specific provisions.
Notifications
No country-specific provisions.
NEW ZEALAND
Terms and Conditions
No country-specific provisions.
Notifications
                                

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Warning
This is a grant of performance units (PUs). If the PUs vest, in accordance with the terms of the Plan, the Participant will receive shares of Common Stock or a cash settlement. The shares will give the Participant a stake in the ownership of the Company. The Participant may receive a return if dividends are paid.
If the Company runs into financial difficulties and is wound up, the Participant will be paid only after all creditors and holders of any preference shares have been paid. The Participant may lose some or all of the Participant’s investment.
New Zealand law normally requires people who offer financial products to give information to investors before they invest. This information is designed to help investors to make an informed decision.
The usual rules do not apply to this offer because it is made under an employee share purchase scheme. As a result, the Participant may not be given all the information usually required. The Participant will also have fewer other legal protections for this investment.
Ask questions, read all documents carefully, and seek independent financial advice before committing the Participant’s self.
The PUs are not listed. The shares of Common Stock are listed on the New York Stock Exchange (NYSE). This means the Participant may be able to sell the shares, if received on vesting of the PUs, on the NYSE if there are interested buyers. The Participant may get less than the Participant invested. The price will depend on the demand for the shares.
The Participant have the right to receive from the Company on request, free of charge, a copy of the Company’s latest annual report, financial statements and audit report on those financial statements. The Participant can obtain a copy of these documents electronically at the following website address http://investors.ironmountain.com/company/for-investors/investors-overview/default.aspx or by emailing our Investor Relations department at investorrelations@ironmountain.com.
PERU
Terms and Conditions
Nature of Award. The following provision supplements Section 17 of the Performance Unit Agreement:
This Award is being granted ex gratia to the Participant by the Company as an incentive to reward the Participant for the Participant’s contributions to the Company.
                                

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Notifications
Securities Law Information. The grant of the PUs under the Plan is considered a private offering in Peru and accordingly, is not subject to registration in Peru. For more information concerning the grant of the PUs, please refer to the Plan, the Performance Unit Agreement, and any other grant documents made available to the Participant by the Company.  For more information regarding the Company, please refer to the Company’s most recent annual report on Form 10-K and quarterly report on Form 10-Q available at www.sec.gov, as well as on the Company’s website at www.ironmountain.com.

POLAND
Terms and Conditions
No country-specific provisions.
Notifications
Exchange Control Information. If the Participant maintains bank or brokerage accounts holding cash and foreign securities (including Company Stock) outside of Poland, the Participant will be required to report information to the National Bank of Poland on transactions and balances in such accounts if the value of such cash and securities exceeds PLN 7 million. If required, such reports must be filed on special forms available on the website of the National Bank of Poland. Further, any transfer of funds in excess of a certain threshold (generally, EUR 15,000) into or out of Poland must be effected through a bank account in Poland. Finally, the Participant is required to store all documents connected with any foreign exchange transactions that the Participant engages in for a period of five years, as measured from the end of the year in which such transaction occurred. The Participant should consult with the Participant’s personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations the Participant may have in connection with the Participant’s participation in the Plan.
Foreign Asset/Account Reporting Information. Polish residents holding foreign securities (e.g., Company Stock) and/or maintaining accounts abroad are obligated to file quarterly reports with the National Bank of Poland incorporating information on transactions and balances of the securities and cash deposited in such accounts if the value of such securities and cash (when combined with all other assets held abroad) exceeds PLN 7,000,000. The Participant should consult with the Participant’s personal advisor(s) regarding any personal foreign asset/foreign account tax obligations the Participant may have in connection with participation in the Plan.
PORTUGAL
Terms and Conditions
                                

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Language Consent. The Participant hereby expressly declares that the Participant is proficient in the English language and has read, understood and fully accepts and agrees with the terms and conditions established in the Plan and the Performance Unit Agreement.
Conhecimento da Lingua. O Participante, pelo presente instrumento, declara expressamente que tem pleno conhecimento da língua inglesa e que leu, compreendeu e livremente aceitou e concordou com os termos e condições estabelecidas no Plano e do Contrato.
Notifications
Exchange Control Information. If the Participant is a Portuguese resident and holds Underlying Shares after vesting of the PUs, the acquisition of the Underlying Shares should be reported to the Banco de Portugal for statistical purposes. If the Underlying Shares are deposited with a commercial bank or financial intermediary in Portugal, such bank or financial intermediary will submit the report on the Participant’s behalf. If the Underlying Shares are not deposited with a commercial bank or financial intermediary in Portugal, The Participant is responsible for submitting the report to the Banco de Portugal, unless the Participant engages a Portuguese financial intermediary to file the reports on the Participant’s behalf. The Participant should consult with the Participant’s personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations the Participant may have in connection with the Participant’s participation in the Plan.
ROMANIA
Terms and Conditions
Language Consent. The Participant hereby expressly declares that the Participant is proficient in the English language and has read, understood and fully accepts and agrees with the terms and conditions established in the Plan and the Performance Unit Agreement.
Consimtamant cu Privire la Limba. Prin acceptarea acordarii de PU-uri, Participantul confirma ca Participantul are un nivel adecvat de cunoastere in ce priveste cititirea si intelegerea limbii engleze, a citit si confirma ca a inteles pe deplin termenii documentelor referitoare la acordare (Acordul si Planul), care au fost furnizate in limba engleza. Participantul accepta termenii acestor documente in consecinta.
Notifications
Exchange Control Information. The Participant is not required to seek special authorization from the National Bank of Romania in order to open or maintain a foreign bank account. However, if the Participant remits foreign currency into Romania (e.g., proceeds from the sale of Underlying Shares), the Participant may be required to provide the Romanian bank through which the foreign currency is transferred with appropriate documentation. The Participant should consult with the Participant’s personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations the Participant may have in connection with the Participant’s participation in the Plan.
                                

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SINGAPORE
Terms and Conditions
No country-specific provisions.
Notifications
Securities Law Information. The grant of the PUs is being made pursuant to the “Qualifying Person” exemption” under section 273(1)(f) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”) and is not made to Participant with a view to the Underlying Shares being subsequently offered for sale to any other party. The Plan has not been, and will not be, lodged or registered as a prospectus with the Monetary Authority of Singapore. The Participant should note that the PUs are subject to section 257 of the SFA and the Participant should not make (i) any subsequent sale of the Underlying Shares in Singapore or (ii) any offer of such subsequent sale of the Underlying Shares subject to the PUs in Singapore, unless such sale or offer is made after six (6) months from the Date of Grant or pursuant to the exemptions under Part XIII Division 1 Subdivision (4) (other than section 280) of the SFA. The Company’s Common Stock is currently traded on the New York Stock Exchange, which is located outside of Singapore, under the ticker symbol “IRM” and the Underlying Shares acquired under the Plan may be sold through this exchange.
Director Notification Requirement. If the Participant is a director, associate director, or shadow director of a subsidiary of the Company incorporated in Singapore, the Participant is subject to certain notification requirements under the Singapore Companies Act, regardless of whether the Participant is resident or employed in Singapore. Among these requirements is an obligation to notify the subsidiary of the Company in writing when the Participant receives an interest (e.g., PUs, Shares, etc.) in the Company or any related company. In addition, the Participant must notify the subsidiary of the Company when the Participant sells the Underlying Shares or any related company (including when the Participant sells the Underlying Shares acquired under the Plan). These notifications must be made within two (2) business days of (i) its acquisition or disposal, (ii) any change in a previously-disclosed interest (e.g., upon vesting of the PUs or when the Underlying Shares acquired under the Plan are subsequently sold), or (iii) becoming a director.
SLOVAK REPUBLIC
Terms and Conditions
No country-specific provisions.
Notifications
No country-specific provisions.

                                

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SOUTH AFRICA
Terms and Conditions
Responsibility for Taxes. The following provision supplements Section 6 of the Performance Unit Agreement:
By accepting the PUs, the Participant agrees that, immediately upon vesting and settlement of the PUs, the Participant shall notify the Employer of the amount of any gain realized upon receipt of the Underlying Shares.  If the Participant fails to advise the Employer of the gain realized upon vesting and settlement, the Participant may be liable for a fine.  The Participant shall be solely responsible for paying any difference between the actual tax liability and any amount withheld by the Employer.
Notifications
Securities Law Information. The grant of the PUs and the Underlying Shares issued pursuant to the vesting of PUs are considered a small offering under Section 96 of the South Africa Companies Act, 2008 (Act No. 71 of 2008).
Exchange Control Information. If the Participant is a resident of South Africa, the PUs may be subject to exchange control regulations in South Africa. In particular, the Participant may be required to obtain approval from the South African Reserve Bank for payments (including Underlying Shares received or cash payments made pursuant to the PUs) that the Participant receives into accounts based outside of South Africa (e.g., a U.S. brokerage account). The Participant should consult with the Participant’s personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations the Participant may have in connection with participation in the Plan.
SPAIN
Terms and Conditions
Nature of PUs. The following provision supplements Section 17 of the Performance Unit Agreement:
In accepting the grant of the PUs, the Participant acknowledges that the Participant consents to participation in the Plan and has received a copy of the Plan. The Participant understands that the Company, in its sole discretion, has unilaterally and gratuitously decided to grant PSUs under the Plan to individuals who may be employees of the Company or its Subsidiaries throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that (i) any PUs will not economically or otherwise bind the Company or any of its Subsidiaries on an ongoing basis; (ii) the PUs and any Shares acquired upon vesting of the PUs shall not become a part of any employment contract (either with the Company or any of its Subsidiaries) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever; and (iii) unless otherwise provided for in the Performance Unit Agreement, the PUs will cease vesting upon Participant’s termination of employment.
                                

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Further, as a condition of the grant of the PUs, unless otherwise expressly provided for by the Company or set forth in the Performance Unit Agreement, the PUs will be cancelled without entitlement to any Underlying Shares if the Participant terminates employment by reason of, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause (i.e., subject to a “despido improcedente”), material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. The Committee, in its sole discretion, shall determine the date when the Participant’s employment has terminated for purposes of the PUs.
The Participant understands that the grant of the PUs would not be granted but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of, or right to, the PUs shall be null and void.
Notifications
Securities Law Information. No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory in connection with the PUs. The Plan, the Performance Unit Agreement (including this Appendix) and any other documents evidencing the grant of the PUs have not, nor will they be, registered with the Comisión Nacional del Mercado de Valores, and none of those documents constitutes a public offering prospectus.
Exchange Control Information. If the Participant holds 10% or more of the share capital of the Company, the Participant must declare the acquisition of Shares to the Spanish Dirección General de Comercio e Inversiones (the “DGCI”) the Bureau for Commerce and Investments, which is a department of the Ministry of Industry, Trade and Tourism for statistical purposes, generally within one month of the acquisition. In addition, the Participant may be required to electronically declare to the Bank of Spain any foreign accounts (including brokerage accounts held abroad), any foreign instruments (including Shares acquired under the Plan), and any transactions with non-Spanish residents, depending on the balances in such accounts together with the value of such instruments as of December 31 of the relevant year, or the volume of transactions with non-Spanish residents during the relevant year. The Participant should consult with the Participant’s personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations the Participant may have in connection with the Participant’s participation in the Plan.
Foreign Asset/Account Reporting Information. To the extent the Participant holds rights or assets (e.g., cash or the Underlying Shares held in a bank or brokerage account) outside of Spain with a value in excess of €50,000 per type of right or asset as of December 31 each year (or at any time during the year in which the Participant sells or disposes of such right or asset), the Participant is required to report information on such rights and assets on the Participant’s tax return for such year.
                                

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After such rights or assets are initially reported, the reporting obligation will only apply for subsequent years if the value of any previously-reported rights or assets increases by more than €20,000 per type of right or asset as of each subsequent December 31, or if the Participant sells Shares or cancel bank accounts that were previously reported. Failure to comply with this reporting requirement may result in penalties to the Spanish residents. The Participant should consult with the Participant’s personal advisor(s) regarding any personal foreign asset/foreign account tax obligations the Participant may have in connection with the Participant’s participation in the Plan.
SWEDEN
Terms and Conditions
Responsibility for Taxes. The following provision supplements Section 6 of the Performance Unit Agreement:
Without limiting the Company’s and the Employer’s authority to satisfy their withholding obligations for Tax-Related Items as set forth in Section 6 of the Performance Unit Agreement, in accepting the PUs, the Participant authorizes the Company and/or the Employer to withhold Underlying Shares or to sell Underlying Shares otherwise deliverable to the Participant upon vesting/settlement to satisfy Tax-Related Items, regardless of whether the Company and/or the Employer have an obligation to withhold such Tax-Related Items.
Notifications
No country-specific provisions.
SWITZERLAND
Terms and Conditions
No country-specific provisions.
Notifications
Securities Law Information. Neither this document nor any other materials relating to the PUs (a) constitutes a prospectus according to articles 35 et seq. of the Swiss Federal Act on Financial Services (“FinSA”), (b) may be publicly distributed nor otherwise made publicly available in Switzerland to any person other than an employee of the Company or (c) has been or will be filed with, approved or supervised by any Swiss reviewing body according to article 51 of FinSA or any Swiss regulatory authority, including the Swiss Financial Market Supervisory Authority (FINMA).

                                

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TAIWAN
Terms and Conditions
No country-specific provisions.
Notifications
Securities Law Information. The grant of PUs and participation in the Plan is available only for employees of the Company and its subsidiaries and affiliates. The grant of the PUs and participation in the Plan is not a public offer of securities by a Taiwanese company.
Exchange Control Information. The Participant may acquire and remit foreign currency (including proceeds from the sale of Underlying Shares) into Taiwan up to US$5,000,000 per year without justification. If the transaction amount is TWD$500,000 or more in a single transaction, the Participant must submit a Foreign Exchange Transaction Form and also provide supporting documentation to the satisfaction of the remitting bank. The Participant should consult with the Participant’s personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations the Participant may have in connection with participation in the Plan.
TURKIYE
Terms and Conditions
No country-specific provisions.
Notifications
Securities Law Information. Under Turkish law, the Participant is not permitted to sell the Underlying Shares acquired under the Plan in Türkiye. The Underlying Shares are currently traded on the New York Stock Exchange under the ticker symbol “IM” and the Underlying Shares may be sold through this exchange.
Exchange Control Information. In certain circumstances, Turkish residents are permitted to sell the Underlying Shares traded on a non-Turkish stock exchange only through a financial intermediary licensed in Türkiye. Therefore, Turkish residents may be required to appoint a Turkish broker to assist with the sale of the Underlying Shares acquired under the Plan. The Participant should consult with the Participant’s personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations the Participant may have in connection with the Participant’s participation in the Plan.
UNITED ARAB EMIRATES
Terms and Conditions
                                

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No country-specific provisions.
Notifications
Securities Law Information. The Performance Unit Agreement, the Plan, and other incidental communication materials related to the PUs are intended for distribution only to employees of the Company and its Subsidiaries for the purposes of an incentive scheme. The Emirates Securities and Commodities Authority and Central Bank have no responsibility for reviewing or verifying any documents in connection this statement. Neither the Ministry of Economy nor the Dubai Department of Economic Development have approved this statement nor taken steps to verify the information set out in it, and have no responsibility for it. The securities to which this statement relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the securities offered should conduct their own due diligence on the securities.
If the Participant does not understand the contents of the Performance Unit Agreement, including this Appendix or the Plan, the Participant should obtain independent professional advice.
UNITED KINGDOM
Terms and Conditions
PUs Payable Only in Shares. Notwithstanding any discretion in the Plan or anything to the contrary in this Performance Unit Agreement, the grant of the PUs does not provide the Participant any right to receive a cash payment and the PUs may be settled only in shares of Company Stock.
Responsibility for Taxes. The following provision supplements Section 6 of the Performance Unit Agreement:
Without limitation to Section 6 of the Performance Unit Agreement, the Participant agrees that the Participant is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, as and when requested by the Company, the Employer or by HM Revenue & Customs (“HRMC”) (or any other tax authority or any other relevant authority). The Participant also agrees to indemnify and keep indemnified the Company and/or the Employer against any Tax-Related Items that they are required to pay or withhold on the Participant’s behalf or have paid or will pay to HMRC (or any other tax authority or any other relevant authority).
Notwithstanding the foregoing, if the Participant is a director or officer of the Company (within the meaning of Section 13(k) of the Exchange Act), the Participant understands that the Participant may not be able to indemnify the Company for the amount of any tax not collected from or paid by the Company within ninety (90) days of the end of the U.K. tax year in which the event giving rise to the Tax-Related Items occurs, as it may be considered to be a loan and, therefore, it may constitute a benefit to the Participant on which additional income tax and National Insurance contributions (“NICs”) may be payable. The Participant understands that the Participant will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to the Company and/ or the Employer (as appropriate) the amount of the NICs due on this additional benefit, which may also be recovered from the Participant by any of the means referred to in Section 6 of the Performance Unit Agreement.
                                

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Notifications

No country-specific provisions.

                                

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IRON MOUNTAIN INCORPORATED
Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan
Performance Unit Schedule


Participant Name
Employee ID

In accordance with the Performance Unit Agreement, of which this Performance Unit Schedule is a part (which together, constitute the “Customizing Information”), the Company hereby grants to Participant Name (the “Participant”) the following Performance Units:

Grant Date:                Grant Date
Grant Type:                Performance Units
Number of Units Granted:        Number of awards granted
Grant Date Fair Market Value:    Grant Date FMV
Vesting Date:                Cliff Vesting Date (subject to performance)        
Form of Settlement:            Stock            

Performance Criteria

Except as otherwise provided herein, vesting of the performance units granted hereunder are subject to the Company’s achievement of certain financial objectives established by the Committee for the Performance Period and communicated in writing to Participant. Subject to the discretion of the Committee, your performance units may be adjusted based on the achievement of such performance criteria.

ACCEPTANCE BY PARTICIPANT
IN WITNESS WHEREOF, the Company has caused this Performance Unit Agreement to be issued as of the date set forth above.

Acceptance Date    
Electronic Signature



                                

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EX-10.3 4 irm20260331-ex103.htm EX-10.3 Document

EXHIBIT 10.3 
IRON MOUNTAIN INCORPORATED
Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan
Cash Award Agreement
This Cash Award Agreement and the associated grant award information (the “Customizing Information”), which Customizing Information is provided in written form or is available in electronic form from the recordkeeper for the Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan, as amended and in effect from time to time (the “Plan”), is made as of the date shown as the “Grant Date” in the Customizing Information (the “Grant Date”) by and between Iron Mountain Incorporated, a Delaware corporation (the “Company”), and the individual identified in the Customizing Information (the “Participant”). This instrument and the Customizing Information are collectively referred to as the “Cash Award Agreement.”
WITNESSETH THAT:
WHEREAS, the Company has instituted the Plan; and
WHEREAS, the Compensation Committee (the “Committee”) has authorized the grant of a long-term cash incentive award (the “Cash Award”) upon the terms and conditions set forth below and as an “Other Award” pursuant to the Plan, a copy of which is incorporated herein; and
WHEREAS, the Participant acknowledges that the Participant has carefully read this Cash Award Agreement and agrees, as provided in Section 14(a) below, that the terms and conditions of the Cash Award Agreement reflect the entire understanding between the Participant and the Company regarding this Cash Award (and the Participant has not relied upon any statement or promise other than the terms and conditions of the Cash Award Agreement with respect to this Cash Award).
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and the Participant agree as follows. For purposes of this Cash Award Agreement, to the extent the Participant is not employed by the Company, “Employer” shall mean the subsidiary of the Company that employs or has otherwise engaged the Participant to perform services on its behalf.
1.Grant. Subject to the terms of the Plan and this Cash Award Agreement, the Company hereby grants to the Participant a Cash Award in an amount as shown in the Customizing Information under “Total Award Value.”
2.Vesting.
(a)In General. If the Participant remains in an employment, contractual or other service relationship with the Company or a subsidiary of the Company (“Relationship”) as of a “Vesting Date,” as specified in the Customizing Information, and the Participant as of such date is not in violation of any confidentiality, inventions, non-
Version 3 – Cash Award Agreement 2/16/2026


solicitation and/or non-competition agreement with the Company (to the extent such agreement is permitted under applicable law), all or a portion, as applicable (the “Incremental Amount,” as specified in the Customizing Information), of the Cash Award shall vest on such date. For the avoidance of doubt, except as otherwise provided pursuant to the terms of the Plan and Sections 2(b), 2(c) or 2(d) of this Cash Award Agreement, if the Participant's Relationship is terminated by the Company or by the Participant for any reason, whether voluntarily or involuntarily, no Cash Award granted pursuant to this Cash Award Agreement shall vest under any circumstances on and after the date of such termination.
(b)Retirement Vesting. Notwithstanding Section 2(a), if the Participant's Relationship terminates on account of Retirement (as defined below) on or after the first July following the Grant Date, the Cash Award shall continue to vest on the schedule shown in the Customizing Information, provided the Participant continues to comply with any confidentiality, inventions, non-solicitation and/or non-competition agreement with the Company (to the extent such agreement is permitted under applicable law). Notwithstanding any other provision in this Cash Award Agreement, Retirement-eligible employees are entitled to Retirement treatment even if separated as a result of the death or disability of the Participant.
(c)Death or Disability Vesting. Notwithstanding Section 2(a), if the Participant’s Relationship terminates as a result of the Participant's disability (as determined by the Board on the basis of medical advice satisfactory to it) or death, the Participant’s Vesting Date shall be the date of termination and the Participant shall be fully vested in the Participant's Cash Award, provided the Participant is not as of the date of payment, or was not as of the date of death, in violation of any confidentiality, inventions, non-solicitation and/or non-competition agreement with the Company (to the extent such agreement is permitted under applicable law).
(d)Committee Discretion. In the event the Participant's Relationship is terminated for any reason (whether voluntary or involuntary), (i) the Participant’s right to vest in the Cash Award will, except as provided in Section 9(c) of the Plan or otherwise explicitly in Sections 2(b) or 2(c) of the Cash Award Agreement or as provided by the Committee, terminate as of the date of the termination of the Relationship (and will not be extended by any notice period, e.g., a period of "garden leave" or similar period mandated under local law) and (ii) the Committee shall have the exclusive discretion to determine when the Relationship has terminated for purposes of this Cash Award (including when the Participant is no longer considered to be providing active service while on a leave of absence).
(e)Retirement. “Retirement” means termination of the Participant's Relationship with the Company after the Participant has attained age fifty-five (55), has five (5) Years of Credited Service and has a combined age and Years of Credited Service of at least sixty-five (65). “Years of Credited Service” shall mean the Participant’s years of total adjusted service with the Company, calculated from the Participant’s initial hire date with the Company (or any predecessor business acquired by the Company) and without regard to any lapses in active employment while employed by the Company, such as approved leaves of absences.
2


(f)EU Age Discrimination Rules. If the Participant is a local national of and employed in a country that is a member of the European Union, the grant of the Cash Award and the terms and conditions governing the Cash Award are intended to comply with the age discrimination provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the “Age Discrimination Rules”). To the extent that a court or tribunal of competent jurisdiction determines that any provision of this Cash Award Agreement is invalid or unenforceable, in whole or in part, under the Age Discrimination Rules, the Company, in its sole discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law.
3.Payment of Cash Award. With respect to any Cash Award that becomes vested as of a Vesting Date pursuant to Section 2, the Employer shall pay an amount equal to the vested portion of the Total Award Value as soon as practicable following the applicable Vesting Date. Notwithstanding anything in the Plan or the Cash Award Agreement to the contrary, any vested Cash Award will be settled in cash only paid by the Employer through local payroll.
4.Responsibility for Taxes.
(a)The Participant acknowledges that, regardless of any action taken by the Company or the Employer, the ultimate liability for all income tax (including federal, state, local and non-US tax), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant or deemed by the Company in its discretion to be an appropriate charge to the Participant even if legally applicable to the Company or the Employer (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld, if any by the Company and/or the Employer. The Participant further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Cash Award, including, but not limited to, the grant, vesting or payment of the Cash Award; and (b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of this Cash Award to reduce or eliminate the Participant’s liability for Tax-Related Items or to achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former service recipient, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
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(b)If the Participant’s country of residence (and/or the country of employment, if different) requires withholding of Tax-Related Items, the Company or the Employer may, in its discretion and subject to applicable law, withhold any amount necessary to pay the Tax-Related Items from the Participant’s regular salary/wages or other amounts payable to the Participant, or may require the Participant to submit payment equivalent to the minimum Tax-Related Items required to be withheld by means of certified check, cashier’s check or wire transfer. In the event the withholding requirements for Tax-Related Items are not satisfied through one of the foregoing methods, no payment will be released to the Participant (or the Participant’s estate) upon vesting of the Cash Award unless and until satisfactory arrangements (as determined by the Company in its sole discretion) have been made by the Participant with respect to the payment of any such Tax-Related Items. By accepting the Cash Award, the Participant expressly consents to the withholding methods for Tax-Related Items as provided hereunder and/or any other methods of withholding that the Company or the Employer may take and are permitted under the Plan to meet the withholding and/or other requirements as provided under applicable laws, rules and regulations. All Tax-Related Items related to the Cash Award shall be the sole responsibility of the Participant.
(c)The Company may withhold or account for Tax-Related Items by considering statutory withholding amounts or other withholding rates, including up to the maximum rate applicable in the Participant’s jurisdiction(s). If the maximum rate is used, the Participant may receive a refund of any over-withheld amount in cash from the Company or the Employer, or, if not refunded, the Participant may be able to seek a refund from the local tax authorities.
5.Non-assignability of Cash Award. The Cash Award shall not be assignable or transferable by the Participant except by will or by the applicable laws of descent and distribution or as permitted by the Committee in its discretion pursuant to the terms of the Plan. During the life of the Participant, payment of the Cash Award shall be made only to the Participant, to a conservator or guardian duly appointed for the Participant by reason of the Participant’s incapacity or to the person appointed by the Participant in a durable power of attorney acceptable to the Company’s counsel.
6.Effect Upon Employment and Performance of Services. Nothing in this Cash Award Agreement or the Plan shall be construed to impose any obligation upon the Company or any subsidiary to employ or utilize the services of the Participant or to retain the Participant in its employ or to engage or retain the services of the Participant.
7.Time for Acceptance. Unless the Participant shall evidence acceptance of this Cash Award Agreement by electronic or other means prescribed by the Committee within sixty (60) days after its payment, the Cash Award shall be null and void (unless waived by the Committee).
8.Breach of Restrictive Covenants. In the event that the Participant breaches any confidentiality, inventions, non-solicitation and/or non-competition agreement with the Company, and such agreement is permitted by applicable laws, (i) the Participant shall forfeit (and shall not vest in) all Cash Awards to the extent they have not yet been paid and (ii) pay to the Company an amount equal to the Cash Award paid to the Participant, including, for the avoidance of doubt, any Tax-Related Items; provided, however, that the Committee in its discretion may release the Participant from the requirement to make such payment, if the Committee determines that the Participant’s breach of such agreement is not inimical to the best interests of the Company. In accordance with applicable law, the Company may deduct the amount of payment due under the preceding sentence from any compensation or other amount payable by the Company to the Participant. For purposes of this Section 8, the term “Company” refers to the Company as defined in the last sentence of Section 1 of the Plan.
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9.Section 409A of the Internal Revenue Code. The Cash Award granted hereunder is intended to avoid the potential adverse tax consequences to the Participant of Section 409A of the Code and the Committee may make such modifications to this Cash Award Agreement as it deems necessary or advisable to avoid such adverse tax consequences. If and to the extent that the Cash Award is subject to Section 409A, in addition to the provisions of Section 12(f) of the Plan, any payment upon termination of the Relationship shall be made only upon a “separation from service” under Section 409A, and the Participant may not directly or indirectly designate the calendar year of a payment.
10.Electronic Delivery and Participation. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means or to request the Participant's consent to participate in the Plan by electronic means. The Participant consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
11.Company Clawback Policy; Recoupment Requirements. This Cash Award shall be subject to any applicable clawback or recoupment policies, share trading policies, corporate governance standards and other policies that may be implemented by the Board from time to time, in accordance with applicable law. Notwithstanding anything in this Cash Award Agreement to the contrary, the Participant acknowledges and agrees that this Cash Award Agreement and the award described herein are (a) subject to the terms and conditions of the Company’s clawback or similar compensation recoupment policy as may be in effect from time to time, and (b) subject to deduction, recoupment or forfeiture to the extent required to comply with any recoupment requirement imposed under applicable laws, rules, regulations or stock exchange listing standards, any of which could in certain circumstances require repayment or forfeiture of the Cash Award or other cash or property received with respect to the Cash Award (including any value received from a disposition of the Cash Award).
12.Nature of Award. By accepting this Cash Award, the Participant acknowledges, understands and agrees that:
(a)the Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan and this Cash Award Agreement;
(b)the grant of this Cash Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards under the Plan or benefits in lieu of Plan awards, even if Cash Awards or other Plan awards have been granted in the past;
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(c)all decisions with respect to future Cash Awards will be at the sole discretion of the Committee;
(d)the Participant is voluntarily participating in the Plan;
(e)if the Participant resides and/or works outside the United States, the following additional provisions shall apply:
(i)this Cash Award and the income from and value of same is not intended to replace any pension rights or compensation;
(ii)this Cash Award and the income from and value of same, does not constitute compensation of any kind for services of any kind rendered to the Company and/or any subsidiary thereof and are outside the scope of the Participant’s employment contract, if any;
(iii)this Cash Award and the income from and value of same, is not part of normal or expected compensation or salary, including, but not limited to, for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, service awards, pension or retirement or welfare benefits or similar payments unless such other arrangement explicitly provides to the contrary;
(iv)no claim or entitlement to compensation or damages shall arise from forfeiture of the Cash Award resulting from the Participant’s termination of the Relationship (for any reason and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant's employment or service agreement, if any) or enforcement of any applicable clawback policy or recoupment requirements applicable to the Cash Award or other benefits relating to the Cash Award; and
(v)the Cash Award shall be made in the currency indicated in the Customizing Information and the Company shall not be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the currency in which the Cash Award is paid.
13.Country-Specific Provisions; Imposition of Other Requirements.
(a)Notwithstanding any provision in this Cash Award Agreement, this Cash Award shall be subject to any special terms and conditions set forth in any Appendix to this Cash Award Agreement for the Participant’s country of residence (and country of employment, if different). Moreover, if the Participant relocates to or otherwise becomes subject to the laws, rules and/or regulations of one of the countries included in the Appendix, the additional or different terms and conditions for such country will apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons and provided the imposition of the term or condition will not result in any adverse accounting expense with respect to the Cash Award (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer). The Appendix constitutes part of this Cash Award Agreement.
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(b)The Company reserves the right to impose other requirements on the Participant's participation in the Plan and the Cash Awards to the extent the Company determines it is necessary or advisable for legal or administrative reasons and provided the imposition of the term or conditions will not result in any adverse accounting expense to the Company, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
14.General Provisions.
(a)Amendment; Waivers. This Cash Award Agreement, including the Plan, contains the full and complete understanding and agreement of the parties hereto as to the subject matter hereof, and except as otherwise permitted by the express terms of the Plan and this Cash Award Agreement and applicable law, it may not be modified or amended nor may any provision hereof be waived without a further written agreement duly signed by each of the parties; provided, however, that a modification or amendment that does not materially diminish the rights of the Participant hereunder, as they may exist immediately before the effective date of the modification or amendment, shall be effective upon written notice of its provisions to the Participant, to the extent permitted by applicable law. The waiver by either of the parties hereto of any provision hereof in any instance shall not operate as a waiver of any other provision hereof or in any other instance. The Participant shall have the right to receive, upon request, a written confirmation from the Company of the Customizing Information.
(b)Binding Effect. This Cash Award Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, representatives, successors and assigns.
(c)Governing Law and Venue. This Cash Award Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to the principles of conflicts of law. Unless the Participant is subject to a mutual agreement to arbitrate with the Company, the Participant agrees to institute any legal action or legal proceeding relating to the Cash Award Agreement or the Plan in Boston Municipal Court, Massachusetts, or in federal court in Boston, Massachusetts, United States of America, and no other courts, where this grant is made and/or to be performed. The Participant agrees to submit to the jurisdiction of and agrees that venue is proper in the aforesaid courts in any such action or proceeding and waives, to the fullest extent permitted by law, any objection that the laying of venue of any legal or equitable proceedings related to, concerning or arising from such dispute which is brought in any such court is improper or that such proceedings have been brought in an inconvenient forum.
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(d)Construction. This Cash Award Agreement is to be construed in accordance with the terms of the Plan. In case of any conflict between the Plan and this Cash Award Agreement, the Plan shall control. The titles of the sections of this Cash Award Agreement and of the Plan are included for convenience only and shall not be construed as modifying or affecting their provisions. Capitalized terms not defined herein shall have the meanings given to them in the Plan.
(e)Language. The Participant acknowledges that the Participant is sufficiently proficient in English or has consulted with an advisor who is sufficiently proficient in English, so as to understand the terms and conditions of the Cash Award Agreement. If the Participant receives this Cash Award Agreement, or any other document related to this Cash Award and/or the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.
(f)Data Privacy Notice and Consent. The Company is located in the United States of America and grants Cash Awards under the Plan to employees of the Company and its subsidiaries in its sole discretion. In conjunction with the Company’s grant of the Cash Award under the Plan and its ongoing administration of such awards, the Company is providing the following information about its data collection, processing and transfer practices (“Personal Data Activities”). In accepting the grant of the Cash Award, the Participant expressly and explicitly consents to the Personal Data Activities as described herein.
(i)Data Collection, Processing and Usage. The Company collects, processes and uses the Participant’s personal data, including the Participant’s name, home address, email address, and telephone number, date of birth, social insurance/passport number or other identification number (e.g. resident registration number), salary, citizenship, job title, any shares of Common Stock or directorships held in the Company, and details of all Cash Awards or any other equity compensation awards granted, canceled, exercised, vested, or outstanding in the Participant’s favor, which the Company receives from the Participant or the Employer (“Personal Information”). In granting the Cash Award under the Plan, the Company will collect the Participant’s Personal Information for purposes of implementing, administering and managing the Plan. The Company’s legal basis for the collection, processing and usage of the Participant’s Personal Information is the Participant’s consent.
(ii)Stock Plan Administration Service Provider. The Company transfers the Participant’s Personal Information to Fidelity Stock Plan Services LLC, an independent service provider based in the United States, which assists the Company with the implementation, administration and management of the Plan (the “Stock Plan Administrator”). In the future, the Company may select a different Stock Plan Administrator and share the Participant’s Personal Information with another company that serves in a similar manner. The Participant may be asked to agree on separate terms and data processing practices with the Stock Plan Administrator, which is a condition to the Participant’s ability to participate in the Plan.
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(iii)International Data Transfers. The Company and the Stock Plan Administrator are based in the United States. The Participant should note that the Participant’s country of residence may have enacted data privacy laws that are different from the United States. The Company’s legal basis for the transfer of the Participant’s Personal Information to the United States is the Participant’s consent.
(iv)Voluntariness and Consequences of Consent Denial or Withdrawal. The Participant’s participation in the Plan and the Participant’s grant of consent is purely voluntary. The Participant may deny or withdraw the Participant’s consent at any time. If the Participant does not consent, or if the Participant later withdraws the Participant’s consent, the Participant may be unable to participate in the Plan. This would not affect the Participant’s existing employment or salary; instead, the Participant merely may forfeit the opportunities associated with the Plan.
(v)Data Subject Rights. The Participant may have a number of rights under the data privacy laws in the Participant’s country of residence. For example, the Participant’s rights may include the right to (i) request access or copies of personal data the Company processes, (ii) request rectification of incorrect data, (iii) request deletion of data, (iv) place restrictions on processing, (v) lodge complaints with competent authorities in the Participant’s country of residence, and/or (vi) request a list with the names and addresses of any potential Participants of the Participant’s Personal Information. To receive clarification regarding the Participant’s rights or to exercise the Participant’s rights, the Participant should contact the Participant’s local human resources department.
(g)No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan. The Participant is hereby advised to consult with the Participant’s own personal tax, legal and financial advisors regarding participation in the Plan before taking any action related to the Plan.
(h)Severability. The provisions of this Cash Award Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
(i)Legal and Tax Compliance; Cooperation. If the Participant resides or is employed outside of the United States, the Participant agrees, as a condition of the grant of the Cash Award, to repatriate all cash acquired under the Plan if required by and in accordance with local foreign exchange rules and regulations in the Participant ‘s country of residence (and country of employment, if different). In addition, the Participant also agrees to take any and all actions, and consent to any and all actions taken by the Company and its subsidiaries, as may be required to allow the Company and its subsidiaries to comply with local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different). Finally, the Participant agrees to take any and all actions as may be required to comply with the Participant’s personal legal and tax obligations under local laws, rules and regulations in the Participant ‘s country of residence (and country of employment, if different).
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(j)Foreign Asset/Account Reporting; Exchange Control Requirements. The Participant’s country may have certain foreign asset and/or foreign account reporting requirements and exchange controls which may affect the Participant’s ability to acquire or hold cash received from participating in the Plan in a brokerage or bank account outside the Participant’s country. The Participant may be required to report such accounts, assets or transactions to the tax or other authorities in the Participant’s country. The Participant also may be required to repatriate funds received as a result of the Participant’s participation in the Plan to the Participant’s country through a designated bank or broker and/or within a certain time after receipt. The Participant is responsible for complying with any applicable requirements and should consult with the Participant’s personal tax and legal advisors on such matters.
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IRON MOUNTAIN INCORPORATED
Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan
Cash Award Agreement

Appendix
Country-Specific Provisions
Capitalized terms used but not defined in this Appendix have the meanings set forth in the Plan and/or the Cash Award Agreement.
Terms and Conditions
This Appendix includes terms and conditions that govern the Cash Award if the Participant is a citizen or resident of and/or works in one of the jurisdictions listed below. These terms and conditions are in addition to, or, if so indicated, in place of, the other terms and conditions set forth in this Cash Award Agreement.
If the Participant is a citizen or resident of a country other than the one in which the Participant is currently working (or is considered as such for local law purposes) or if the Participant transfers employment, service or residency to a different jurisdiction after the Grant Date, the Company will, in its discretion, determine the extent to which the terms and conditions contained herein will be applicable to the Participant.
Notifications
This Appendix also includes notifications relating to exchange control, securities laws and other issues of which the Participant should be aware with respect to the Participant’s participation in the Plan. The information is based on the exchange control, securities and other laws in effect in the respective countries as of January 2026. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant not rely on the notifications herein as the only source of information relating to the consequences of participation in the Plan because the information may be out of date at the time the Cash Award vests.
In addition, the information contained herein is general in nature and may not apply to each particular Participant's situation and the Company is not in a position to assure a Participant of any particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in a particular country may apply to the Participant’s situation.
If the Participant is a citizen or resident of a country other than the one in which the Participant is currently working, transfers employment or service location after the Grant Date, or is considered a resident of another country for local law purposes, the information contained herein may not apply to the Participant in the same manner, and the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply.
11


CHINA, MALAYSIA, PHILIPPINES, SAUDI ARABIA, THAILAND
Terms and Conditions
No country-specific provisions.
Notifications
No country-specific provisions.

INDONESIA
Terms and Conditions
Language Consent. A translation of the documents relating to this grant into Bahasa Indonesia can be provided to the Participant upon request to Iron Mountain Incorporated.  By accepting the Cash Award, the Participant (i) confirms having read and understood the documents relating to the Cash Award (i.e., the Plan and the Cash Award Agreement) which were provided in the English language, (ii) accepts the terms of those documents accordingly, and (iii) agrees not to challenge the validity of this document based on Law No. 24 of 2009 on National Flag, Language, Coat of Arms and National Anthem or the implementing Presidential Regulation (when issued).
Persetujuan Bahasa. Terjemahan dari dokumen-dokumen terkait dengan pemberian ini ke Bahasa Indonesia dapat disediakan untuk Peserta berdasarkan permintaan kepada Danaher’s Corporate Compensation department. Dengan menerima Pemberian, Peserta (i) memberikan konfirmasi bahwa anda telah membaca dan memahami dokumen-dokumen berkaitan dengan Pemberian ini (yaitu, Program dan Perjanjian) yang disediakan dalam Bahasa Inggris, (ii) menerima persyaratan di dalam dokumen-dokumen tersebut, dan (iii) setuju untuk tidak mengajukan keberatan atas keberlakuan dari dokumen ini berdasarkan Undang-Undang No. 24 Tahun 2009 tentang Bendera, Bahasa dan Lambang Negara serta Lagu Kebangsaan ataupun Peraturan Presiden sebagai pelaksanaannya (ketika diterbitkan).
Notifications
Foreign Asset/Account Reporting Information. Indonesian residents must report worldwide assets (including foreign accounts) in their annual individual income tax return. The Participant should consult with the Participant’s personal advisor(s) regarding any personal foreign asset/foreign account tax obligations the Participant may have in connection with the Participant’s participation in the Plan.



12



SOUTH AFRICA
Terms and Conditions
No country-specific provisions
Notifications
Exchange Control Information. The Participant should consult with the Participant’s personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations the Participant may have in connection with participation in the Plan.

13




IRON MOUNTAIN INCORPORATED
Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan
Cash Award Schedule

Participant Name
Employee ID

In accordance with the Cash Award Agreement, of which this Cash Award Schedule is a part (which together, constitute the “Customizing Information”), the Company hereby grants to Participant Name (the “Participant”) the following Cash Award:
Grant Date:         Grant Date
Total Award Value:     Total Award Value
Vesting Schedule:     Vesting Schedule
    
ACCEPTANCE BY PARTICIPANT
IN WITNESS WHEREOF, the Company has caused this Cash Award Agreement to be issued as of the date set forth above.

Acceptance Date                 
Electronic Signature                 

14
EX-31.1 5 irm20260331-ex311.htm EX-31.1 Document

EXHIBIT 31.1

CERTIFICATIONS

I, William L. Meaney, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Iron Mountain Incorporated; 
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 
4.    The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: 
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; 
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; 
(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and 
(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.    The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: April 30, 2026
/s/ WILLIAM L. MEANEY
    William L. Meaney
President and Chief Executive Officer


EX-31.2 6 irm20260331-ex312.htm EX-31.2 Document

EXHIBIT 31.2

CERTIFICATIONS

I, Barry A. Hytinen, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Iron Mountain Incorporated;
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.    The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: 
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; 
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and 
(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 
5.    The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): 
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: April 30, 2026
/s/ BARRY A. HYTINEN
    Barry A. Hytinen
Executive Vice President and Chief Financial Officer

EX-32.1 7 irm20260331-ex321.htm EX-32.1 Document

EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
    In connection with the filing of the quarterly report on Form 10-Q for the quarter ended March 31, 2026 (the "Report") by Iron Mountain Incorporated (the "Company"), the undersigned, as the President and Chief Executive Officer of the Company, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
1.    the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and
2.    the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: April 30, 2026
/s/ WILLIAM L. MEANEY
William L. Meaney
President and Chief Executive Officer

EX-32.2 8 irm20260331-ex322.htm EX-32.2 Document

EXHIBIT 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
    In connection with the filing of the quarterly report on Form 10-Q for the quarter ended March 31, 2026 (the "Report") by Iron Mountain Incorporated (the "Company"), the undersigned, as the Executive Vice President and Chief Financial Officer of the Company, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
1.    the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and
2.    the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: April 30, 2026
/s/ BARRY A. HYTINEN
Barry A. Hytinen
Executive Vice President and Chief Financial Officer