株探米国株
英語
エドガーで原本を確認する
000186815912-312025Q3Falsehttp://fasb.org/us-gaap/2025#AccountsPayableAndAccruedLiabilitiesCurrenthttp://fasb.org/us-gaap/2025#AccountsPayableAndAccruedLiabilitiesCurrenthttp://fasb.org/us-gaap/2025#AccountsPayableAndAccruedLiabilitiesCurrenthttp://fasb.org/us-gaap/2025#AccountsPayableAndAccruedLiabilitiesCurrentiso4217:USDxbrli:sharesxbrli:sharesiso4217:USDxbrli:pureline:class_of_stockline:vote_per_shareline:warehouseiso4217:EURiso4217:AUDiso4217:NZDiso4217:DKKiso4217:NOKiso4217:CADiso4217:GBPline:noteline:derivativeline:segment00018681592025-01-012025-09-3000018681592025-09-3000018681592025-10-3000018681592024-12-3100018681592025-07-012025-09-3000018681592024-07-012024-09-3000018681592024-01-012024-09-3000018681592023-12-310001868159us-gaap:CommonStockMember2023-12-310001868159us-gaap:AdditionalPaidInCapitalMember2023-12-310001868159us-gaap:PreferredStockMember2023-12-310001868159us-gaap:RetainedEarningsMember2023-12-310001868159us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-310001868159us-gaap:NoncontrollingInterestMember2023-12-3100018681592024-01-012024-03-310001868159us-gaap:NoncontrollingInterestMember2024-01-012024-03-310001868159us-gaap:AdditionalPaidInCapitalMember2024-01-012024-03-310001868159us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-01-012024-03-310001868159us-gaap:RetainedEarningsMember2024-01-012024-03-3100018681592024-03-310001868159us-gaap:CommonStockMember2024-03-310001868159us-gaap:AdditionalPaidInCapitalMember2024-03-310001868159us-gaap:PreferredStockMember2024-03-310001868159us-gaap:RetainedEarningsMember2024-03-310001868159us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-03-310001868159us-gaap:NoncontrollingInterestMember2024-03-310001868159us-gaap:AdditionalPaidInCapitalMember2024-04-012024-06-3000018681592024-04-012024-06-300001868159us-gaap:NoncontrollingInterestMember2024-04-012024-06-300001868159us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-04-012024-06-300001868159us-gaap:RetainedEarningsMember2024-04-012024-06-3000018681592024-06-300001868159us-gaap:CommonStockMember2024-06-300001868159us-gaap:AdditionalPaidInCapitalMember2024-06-300001868159us-gaap:PreferredStockMember2024-06-300001868159us-gaap:RetainedEarningsMember2024-06-300001868159us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-06-300001868159us-gaap:NoncontrollingInterestMember2024-06-300001868159us-gaap:CommonStockMember2024-07-012024-09-300001868159us-gaap:AdditionalPaidInCapitalMember2024-07-012024-09-300001868159us-gaap:RetainedEarningsMember2024-07-012024-09-300001868159line:OperatingPartnershipUnitMember2024-07-012024-09-300001868159line:OperatingPartnershipEquivalentUnitOPEUMember2024-07-012024-09-300001868159us-gaap:NoncontrollingInterestMember2024-07-012024-09-300001868159us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-07-012024-09-300001868159us-gaap:PreferredStockMember2024-07-012024-09-3000018681592024-09-300001868159us-gaap:CommonStockMember2024-09-300001868159us-gaap:AdditionalPaidInCapitalMember2024-09-300001868159us-gaap:PreferredStockMember2024-09-300001868159us-gaap:RetainedEarningsMember2024-09-300001868159us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-09-300001868159us-gaap:NoncontrollingInterestMember2024-09-300001868159us-gaap:CommonStockMember2024-12-310001868159us-gaap:AdditionalPaidInCapitalMember2024-12-310001868159us-gaap:RetainedEarningsMember2024-12-310001868159us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-310001868159us-gaap:NoncontrollingInterestMember2024-12-3100018681592025-01-012025-03-310001868159line:OperatingPartnershipUnitMember2025-01-012025-03-310001868159line:OperatingPartnershipEquivalentUnitOPEUMember2025-01-012025-03-310001868159us-gaap:RetainedEarningsMember2025-01-012025-03-310001868159us-gaap:NoncontrollingInterestMember2025-01-012025-03-310001868159us-gaap:AdditionalPaidInCapitalMember2025-01-012025-03-310001868159us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-01-012025-03-3100018681592025-03-310001868159us-gaap:CommonStockMember2025-03-310001868159us-gaap:AdditionalPaidInCapitalMember2025-03-310001868159us-gaap:RetainedEarningsMember2025-03-310001868159us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-03-310001868159us-gaap:NoncontrollingInterestMember2025-03-3100018681592025-04-012025-06-300001868159line:OperatingPartnershipUnitMember2025-04-012025-06-300001868159line:OperatingPartnershipEquivalentUnitOPEUMember2025-04-012025-06-300001868159us-gaap:RetainedEarningsMember2025-04-012025-06-300001868159us-gaap:NoncontrollingInterestMember2025-04-012025-06-300001868159us-gaap:CommonStockMember2025-04-012025-06-300001868159us-gaap:AdditionalPaidInCapitalMember2025-04-012025-06-300001868159us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-04-012025-06-3000018681592025-06-300001868159us-gaap:CommonStockMember2025-06-300001868159us-gaap:AdditionalPaidInCapitalMember2025-06-300001868159us-gaap:RetainedEarningsMember2025-06-300001868159us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-06-300001868159us-gaap:NoncontrollingInterestMember2025-06-300001868159line:OperatingPartnershipEquivalentUnitOPEUMember2025-07-012025-09-300001868159line:OperatingPartnershipUnitMember2025-07-012025-09-300001868159us-gaap:RetainedEarningsMember2025-07-012025-09-300001868159us-gaap:NoncontrollingInterestMember2025-07-012025-09-300001868159us-gaap:AdditionalPaidInCapitalMember2025-07-012025-09-300001868159us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-07-012025-09-300001868159us-gaap:CommonStockMember2025-07-012025-09-300001868159us-gaap:CommonStockMember2025-09-300001868159us-gaap:AdditionalPaidInCapitalMember2025-09-300001868159us-gaap:RetainedEarningsMember2025-09-300001868159us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-09-300001868159us-gaap:NoncontrollingInterestMember2025-09-300001868159srt:MinimumMemberline:VariousEquityMethodInvestmentsMember2025-09-300001868159srt:MaximumMemberline:VariousEquityMethodInvestmentsMember2025-09-300001868159line:EmergentColdLatAmHoldingsLLCLatAmMember2025-09-300001868159line:EmergentColdLatAmHoldingsLLCLatAmMember2021-07-012025-09-300001868159line:EmergentColdLatAmHoldingsLLCLatAmMember2025-07-012025-09-300001868159line:EmergentColdLatAmHoldingsLLCLatAmMember2025-01-012025-09-300001868159line:EmergentColdLatAmHoldingsLLCLatAmMember2024-01-012024-09-300001868159line:EmergentColdLatAmHoldingsLLCLatAmMember2024-07-012024-09-300001868159us-gaap:IPOMember2024-07-262024-07-260001868159us-gaap:IPOMember2024-07-260001868159us-gaap:OverAllotmentOptionMember2024-07-262024-07-310001868159line:LineageOPLLCMemberline:PartnershipCommonUnitsLineageIncMember2025-09-300001868159line:LineageOPLLCMemberline:PartnershipCommonUnitsLineageIncMember2024-12-310001868159line:LineageOPLLCMemberline:PartnershipCommonUnitsMember2025-09-300001868159line:LineageOPLLCMemberline:PartnershipCommonUnitsMember2024-12-310001868159line:LineageOPLLCMemberline:LegacyOperatingPartnershipUnitClassAAndClassBMember2025-09-300001868159line:LineageOPLLCMemberline:LegacyOperatingPartnershipUnitClassAAndClassBMember2024-12-310001868159line:LineageOPLLCMemberline:RedeemableLegacyOperatingPartnershipUnitClassBMember2025-09-300001868159line:LineageOPLLCMemberline:RedeemableLegacyOperatingPartnershipUnitClassBMember2024-12-310001868159line:LineageOPLLCMemberline:PreIPOIncentiveAwardPlanUnitsMember2025-09-300001868159line:LineageOPLLCMemberline:PreIPOIncentiveAwardPlanUnitsMember2024-12-310001868159line:LineageOPLLCMember2025-09-300001868159line:LineageOPLLCMember2024-12-310001868159line:PartnershipCommonUnitsMember2025-07-012025-09-300001868159line:PartnershipCommonUnitsMember2025-01-012025-09-300001868159line:BGColdLLCMember2024-07-012024-09-300001868159line:BGColdLLCMember2024-01-012024-09-300001868159line:LegacyClassAOperatingPartnershipUnitMember2025-01-012025-09-300001868159line:LegacyClassAOperatingPartnershipUnitMember2024-07-012024-09-300001868159line:LegacyClassAOperatingPartnershipUnitMember2024-01-012024-09-300001868159line:LongTermIncentivePlanUnitsMember2025-09-300001868159line:MTCLogisticsMemberline:LegacyClassAOperatingPartnershipUnitMember2022-01-012022-12-310001868159line:MTCLogisticsMemberline:LegacyClassA4OperatingPartnershipUnitMember2025-01-012025-09-300001868159line:MTCLogisticsMemberline:LegacyClassA4OperatingPartnershipUnitMember2025-09-300001868159line:LegacyClassA4OperatingPartnershipUnitMember2025-04-152025-04-150001868159line:JCSMemberline:CapitalUnitRedeemableClassAMember2021-01-012021-12-310001868159line:JCSMemberus-gaap:SeriesAPreferredStockMember2024-02-012024-02-010001868159line:JCSMemberus-gaap:SeriesAPreferredStockMember2024-02-010001868159line:BGMaverickMemberline:LineageLogisticsHoldingsLLCMember2024-07-262024-07-260001868159line:LineageLogisticsHoldingsLLCMemberline:OperatingPartnershipEquivalentUnitOPEUMember2024-07-260001868159line:BGMaverickMemberline:LineageLogisticsHoldingsLLCMemberline:OperatingPartnershipEquivalentUnitOPEUMember2024-07-262024-07-260001868159line:OperatingPartnershipEquivalentUnitOPEUMember2025-09-300001868159line:LineageLogisticsHoldingsLLCMemberline:OperatingPartnershipEquivalentUnitOPEUMember2025-01-012025-09-300001868159line:CoolPortOaklandHoldingsLLCMember2025-09-300001868159line:CoolPortOaklandHoldingsLLCMember2024-12-310001868159line:LineageJiuhengLogisticsHKGroupCompanyLtd.Member2025-09-300001868159line:LineageJiuhengLogisticsHKGroupCompanyLtd.Member2024-12-310001868159line:KloosterboerBLGColdstoreGmbHMember2025-09-300001868159line:KloosterboerBLGColdstoreGmbHMember2024-12-310001868159line:TurvoIndiaPvt.Ltd.Member2025-09-300001868159line:TurvoIndiaPvt.Ltd.Member2024-12-310001868159line:LineageLogisticsCCHoldingsLLCMemberus-gaap:SeriesAPreferredStockMember2024-12-310001868159line:LineageLogisticsCCHoldingsLLCMemberus-gaap:SeriesAPreferredStockMember2025-09-300001868159line:HaNoiSteelPipeJointStockCompanySKLogisticsMember2023-08-310001868159line:OperatingSubsidiariesMember2025-01-012025-09-300001868159line:OperatingPartnershipUnitMember2023-12-310001868159line:PreferenceSharesMember2023-12-310001868159line:OperatingSubsidiariesMember2023-12-310001868159line:OperatingPartnershipUnitMember2024-01-012024-03-310001868159line:PreferenceSharesMember2024-01-012024-03-310001868159line:OperatingSubsidiariesMember2024-01-012024-03-310001868159line:OperatingPartnershipUnitMember2024-03-310001868159line:PreferenceSharesMember2024-03-310001868159line:OperatingSubsidiariesMember2024-03-310001868159line:OperatingPartnershipUnitMember2024-04-012024-06-300001868159line:PreferenceSharesMember2024-04-012024-06-300001868159line:OperatingSubsidiariesMember2024-04-012024-06-300001868159line:OperatingPartnershipUnitMember2024-06-300001868159line:PreferenceSharesMember2024-06-300001868159line:OperatingSubsidiariesMember2024-06-300001868159line:PreferenceSharesMember2024-07-012024-09-300001868159line:OperatingSubsidiariesMember2024-07-012024-09-300001868159line:OperatingPartnershipUnitMember2024-09-300001868159line:PreferenceSharesMember2024-09-300001868159line:OperatingSubsidiariesMember2024-09-300001868159line:OperatingPartnershipUnitMember2024-12-310001868159line:PreferenceSharesMember2024-12-310001868159line:OperatingSubsidiariesMember2024-12-310001868159line:PreferenceSharesMember2025-01-012025-03-310001868159line:OperatingSubsidiariesMember2025-01-012025-03-310001868159line:OperatingPartnershipUnitMember2025-03-310001868159line:PreferenceSharesMember2025-03-310001868159line:OperatingSubsidiariesMember2025-03-310001868159line:PreferenceSharesMember2025-04-012025-06-300001868159line:OperatingSubsidiariesMember2025-04-012025-06-300001868159line:OperatingPartnershipUnitMember2025-06-300001868159line:PreferenceSharesMember2025-06-300001868159line:OperatingSubsidiariesMember2025-06-300001868159line:OperatingPartnershipUnitMember2025-09-300001868159line:PreferenceSharesMember2025-09-300001868159line:OperatingSubsidiariesMember2025-09-300001868159line:NoncontrollingInterestOperatingPartnershipUnitsMember2023-12-310001868159line:NoncontrollingInterestOtherConsolidatedSubsidiariesMember2023-12-310001868159line:NoncontrollingInterestManagementProfitsInterestsUnitsMember2023-12-310001868159line:NoncontrollingInterestOtherConsolidatedSubsidiariesOperatingPartnershipEquivalentUnitsMember2023-12-310001868159line:NoncontrollingInterestOperatingPartnershipUnitsMember2024-01-012024-03-310001868159line:NoncontrollingInterestOtherConsolidatedSubsidiariesMember2024-01-012024-03-310001868159line:NoncontrollingInterestManagementProfitsInterestsUnitsMember2024-01-012024-03-310001868159line:NoncontrollingInterestOtherConsolidatedSubsidiariesOperatingPartnershipEquivalentUnitsMember2024-01-012024-03-310001868159line:NoncontrollingInterestOperatingPartnershipUnitsMember2024-03-310001868159line:NoncontrollingInterestOtherConsolidatedSubsidiariesMember2024-03-310001868159line:NoncontrollingInterestManagementProfitsInterestsUnitsMember2024-03-310001868159line:NoncontrollingInterestOtherConsolidatedSubsidiariesOperatingPartnershipEquivalentUnitsMember2024-03-310001868159line:NoncontrollingInterestOperatingPartnershipUnitsMember2024-04-012024-06-300001868159line:NoncontrollingInterestOtherConsolidatedSubsidiariesMember2024-04-012024-06-300001868159line:NoncontrollingInterestManagementProfitsInterestsUnitsMember2024-04-012024-06-300001868159line:NoncontrollingInterestOtherConsolidatedSubsidiariesOperatingPartnershipEquivalentUnitsMember2024-04-012024-06-300001868159line:NoncontrollingInterestOperatingPartnershipUnitsMember2024-06-300001868159line:NoncontrollingInterestOtherConsolidatedSubsidiariesMember2024-06-300001868159line:NoncontrollingInterestManagementProfitsInterestsUnitsMember2024-06-300001868159line:NoncontrollingInterestOtherConsolidatedSubsidiariesOperatingPartnershipEquivalentUnitsMember2024-06-300001868159line:NoncontrollingInterestOperatingPartnershipUnitsMember2024-07-012024-09-300001868159line:NoncontrollingInterestOtherConsolidatedSubsidiariesMember2024-07-012024-09-300001868159line:NoncontrollingInterestManagementProfitsInterestsUnitsMember2024-07-012024-09-300001868159line:NoncontrollingInterestOtherConsolidatedSubsidiariesOperatingPartnershipEquivalentUnitsMember2024-07-012024-09-300001868159line:NoncontrollingInterestOperatingPartnershipUnitsMember2024-09-300001868159line:NoncontrollingInterestOtherConsolidatedSubsidiariesMember2024-09-300001868159line:NoncontrollingInterestManagementProfitsInterestsUnitsMember2024-09-300001868159line:NoncontrollingInterestOtherConsolidatedSubsidiariesOperatingPartnershipEquivalentUnitsMember2024-09-300001868159line:NoncontrollingInterestOperatingPartnershipUnitsMember2024-12-310001868159line:NoncontrollingInterestOtherConsolidatedSubsidiariesMember2024-12-310001868159line:NoncontrollingInterestOtherConsolidatedSubsidiariesOperatingPartnershipEquivalentUnitsMember2024-12-310001868159line:NoncontrollingInterestOperatingPartnershipUnitsMember2025-01-012025-03-310001868159line:NoncontrollingInterestOtherConsolidatedSubsidiariesMember2025-01-012025-03-310001868159line:NoncontrollingInterestOtherConsolidatedSubsidiariesOperatingPartnershipEquivalentUnitsMember2025-01-012025-03-310001868159line:NoncontrollingInterestOperatingPartnershipUnitsMember2025-03-310001868159line:NoncontrollingInterestOtherConsolidatedSubsidiariesMember2025-03-310001868159line:NoncontrollingInterestOtherConsolidatedSubsidiariesOperatingPartnershipEquivalentUnitsMember2025-03-310001868159line:NoncontrollingInterestOperatingPartnershipUnitsMember2025-04-012025-06-300001868159line:NoncontrollingInterestOtherConsolidatedSubsidiariesMember2025-04-012025-06-300001868159line:NoncontrollingInterestOtherConsolidatedSubsidiariesOperatingPartnershipEquivalentUnitsMember2025-04-012025-06-300001868159line:NoncontrollingInterestOperatingPartnershipUnitsMember2025-06-300001868159line:NoncontrollingInterestOtherConsolidatedSubsidiariesMember2025-06-300001868159line:NoncontrollingInterestOtherConsolidatedSubsidiariesOperatingPartnershipEquivalentUnitsMember2025-06-300001868159line:NoncontrollingInterestOperatingPartnershipUnitsMember2025-07-012025-09-300001868159line:NoncontrollingInterestOtherConsolidatedSubsidiariesMember2025-07-012025-09-300001868159line:NoncontrollingInterestOtherConsolidatedSubsidiariesOperatingPartnershipEquivalentUnitsMember2025-07-012025-09-300001868159line:NoncontrollingInterestOperatingPartnershipUnitsMember2025-09-300001868159line:NoncontrollingInterestOtherConsolidatedSubsidiariesMember2025-09-300001868159line:NoncontrollingInterestOtherConsolidatedSubsidiariesOperatingPartnershipEquivalentUnitsMember2025-09-3000018681592024-10-012024-12-310001868159us-gaap:PutOptionMember2024-07-260001868159line:September12025ToSeptember82025Memberus-gaap:PutOptionMember2025-09-300001868159line:September12025ToSeptember82025Memberus-gaap:AccountsPayableAndAccruedLiabilitiesMemberus-gaap:PutOptionMember2025-09-300001868159line:October32025ToOctober102025Memberus-gaap:PutOptionMember2025-09-300001868159line:October32025ToOctober102025Memberus-gaap:AccountsPayableAndAccruedLiabilitiesMemberus-gaap:PutOptionMember2025-09-300001868159us-gaap:PutOptionMember2025-09-300001868159us-gaap:PutOptionMemberus-gaap:AccountsPayableAndAccruedLiabilitiesMember2025-09-300001868159us-gaap:PutOptionMember2025-09-300001868159us-gaap:PutOptionMember2024-12-310001868159us-gaap:PutOptionMember2025-01-012025-03-310001868159us-gaap:PutOptionMember2025-03-310001868159us-gaap:PutOptionMember2025-04-012025-06-300001868159us-gaap:PutOptionMember2025-06-300001868159us-gaap:PutOptionMember2025-07-012025-09-300001868159line:September12025ToSeptember82025Membersrt:ScenarioForecastMemberus-gaap:PutOptionMember2025-12-310001868159us-gaap:PutOptionMember2025-08-050001868159us-gaap:CommonStockMember2024-11-042024-11-0400018681592024-11-042024-11-040001868159line:October32025ToOctober102025Membersrt:ScenarioForecastMemberus-gaap:PutOptionMember2025-12-310001868159line:WarehousingOperationsMemberline:GlobalWarehousingMember2025-07-012025-09-300001868159line:WarehousingOperationsMemberline:GlobalWarehousingMember2024-07-012024-09-300001868159line:WarehousingOperationsMemberline:GlobalWarehousingMember2025-01-012025-09-300001868159line:WarehousingOperationsMemberline:GlobalWarehousingMember2024-01-012024-09-300001868159line:WarehouseLeaseMemberline:GlobalWarehousingMember2025-07-012025-09-300001868159line:WarehouseLeaseMemberline:GlobalWarehousingMember2024-07-012024-09-300001868159line:WarehouseLeaseMemberline:GlobalWarehousingMember2025-01-012025-09-300001868159line:WarehouseLeaseMemberline:GlobalWarehousingMember2024-01-012024-09-300001868159us-gaap:ManagementServiceMemberline:GlobalWarehousingMember2025-07-012025-09-300001868159us-gaap:ManagementServiceMemberline:GlobalWarehousingMember2024-07-012024-09-300001868159us-gaap:ManagementServiceMemberline:GlobalWarehousingMember2025-01-012025-09-300001868159us-gaap:ManagementServiceMemberline:GlobalWarehousingMember2024-01-012024-09-300001868159us-gaap:ServiceOtherMemberline:GlobalWarehousingMember2025-07-012025-09-300001868159us-gaap:ServiceOtherMemberline:GlobalWarehousingMember2024-07-012024-09-300001868159us-gaap:ServiceOtherMemberline:GlobalWarehousingMember2025-01-012025-09-300001868159us-gaap:ServiceOtherMemberline:GlobalWarehousingMember2024-01-012024-09-300001868159line:GlobalWarehousingMember2025-07-012025-09-300001868159line:GlobalWarehousingMember2024-07-012024-09-300001868159line:GlobalWarehousingMember2025-01-012025-09-300001868159us-gaap:OperatingSegmentsMemberline:GlobalWarehousingMember2025-01-012025-09-300001868159line:GlobalWarehousingMember2024-01-012024-09-300001868159us-gaap:CargoAndFreightMemberline:GlobalIntegratedSolutionsMember2025-07-012025-09-300001868159us-gaap:CargoAndFreightMemberline:GlobalIntegratedSolutionsMember2024-07-012024-09-300001868159us-gaap:CargoAndFreightMemberline:GlobalIntegratedSolutionsMember2025-01-012025-09-300001868159us-gaap:CargoAndFreightMemberline:GlobalIntegratedSolutionsMember2024-01-012024-09-300001868159line:FoodSalesMemberline:GlobalIntegratedSolutionsMember2025-07-012025-09-300001868159line:FoodSalesMemberline:GlobalIntegratedSolutionsMember2024-07-012024-09-300001868159line:FoodSalesMemberline:GlobalIntegratedSolutionsMember2025-01-012025-09-300001868159line:FoodSalesMemberline:GlobalIntegratedSolutionsMember2024-01-012024-09-300001868159line:RedistributionMemberline:GlobalIntegratedSolutionsMember2025-07-012025-09-300001868159line:RedistributionMemberline:GlobalIntegratedSolutionsMember2024-07-012024-09-300001868159line:RedistributionMemberline:GlobalIntegratedSolutionsMember2025-01-012025-09-300001868159line:RedistributionMemberline:GlobalIntegratedSolutionsMember2024-01-012024-09-300001868159line:ECommerceAndOtherMemberline:GlobalIntegratedSolutionsMember2025-07-012025-09-300001868159line:ECommerceAndOtherMemberline:GlobalIntegratedSolutionsMember2024-07-012024-09-300001868159line:ECommerceAndOtherMemberline:GlobalIntegratedSolutionsMember2025-01-012025-09-300001868159line:ECommerceAndOtherMemberline:GlobalIntegratedSolutionsMember2024-01-012024-09-300001868159line:RailcarLeaseMemberline:GlobalIntegratedSolutionsMember2025-07-012025-09-300001868159line:RailcarLeaseMemberline:GlobalIntegratedSolutionsMember2024-07-012024-09-300001868159line:RailcarLeaseMemberline:GlobalIntegratedSolutionsMember2025-01-012025-09-300001868159line:RailcarLeaseMemberline:GlobalIntegratedSolutionsMember2024-01-012024-09-300001868159line:GlobalIntegratedSolutionsMember2025-07-012025-09-300001868159line:GlobalIntegratedSolutionsMember2024-07-012024-09-300001868159line:GlobalIntegratedSolutionsMember2025-01-012025-09-300001868159line:GlobalIntegratedSolutionsMember2024-01-012024-09-3000018681592025-10-012025-09-3000018681592026-10-012025-09-300001868159line:BellinghamColdStorageMember2025-01-012025-09-300001868159line:OtherBusinessAcquisitionsMember2025-01-012025-09-300001868159line:BellinghamColdStorageMember2025-09-300001868159line:OtherBusinessAcquisitionsMember2025-09-300001868159line:BellinghamColdStorageMember2025-04-010001868159line:HoustonTexasLeaseMember2025-04-300001868159line:TysonFoodsMember2025-06-020001868159line:TysonFoodsMember2025-06-022025-06-020001868159line:VersaColdMemberus-gaap:CanadaRevenueAgencyMember2025-07-012025-09-300001868159line:VersaColdMemberus-gaap:CanadaRevenueAgencyMember2025-01-012025-09-300001868159line:VersaColdMemberus-gaap:CanadaRevenueAgencyMember2024-07-012024-09-300001868159line:VersaColdMemberus-gaap:CanadaRevenueAgencyMember2024-01-012024-09-300001868159line:VersaColdMemberus-gaap:CanadaRevenueAgencyMember2025-09-300001868159line:VersaColdMemberus-gaap:CanadaRevenueAgencyMember2024-12-310001868159us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberline:SpainTransportationMember2025-08-292025-08-290001868159us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberline:SpainTransportationMember2025-07-012025-09-300001868159us-gaap:OperatingSegmentsMemberline:GlobalWarehousingMember2024-12-310001868159us-gaap:OperatingSegmentsMemberline:GlobalIntegratedSolutionsMember2024-12-310001868159us-gaap:OperatingSegmentsMemberline:GlobalIntegratedSolutionsMember2025-01-012025-09-300001868159us-gaap:OperatingSegmentsMemberline:GlobalWarehousingMember2025-09-300001868159us-gaap:OperatingSegmentsMemberline:GlobalIntegratedSolutionsMember2025-09-300001868159us-gaap:CustomerRelationshipsMember2025-09-300001868159us-gaap:CustomerRelationshipsMember2024-12-310001868159srt:MinimumMemberus-gaap:CustomerRelationshipsMember2025-09-300001868159srt:MaximumMemberus-gaap:CustomerRelationshipsMember2025-09-300001868159us-gaap:LeasesAcquiredInPlaceMember2025-09-300001868159us-gaap:LeasesAcquiredInPlaceMember2024-12-310001868159srt:MinimumMemberus-gaap:LeasesAcquiredInPlaceMember2025-09-300001868159srt:MaximumMemberus-gaap:LeasesAcquiredInPlaceMember2025-09-300001868159us-gaap:TechnologyBasedIntangibleAssetsMember2025-09-300001868159us-gaap:TechnologyBasedIntangibleAssetsMember2024-12-310001868159us-gaap:TradeNamesMember2025-09-300001868159us-gaap:TradeNamesMember2024-12-310001868159srt:MinimumMemberus-gaap:TradeNamesMember2025-09-300001868159srt:MaximumMemberus-gaap:TradeNamesMember2025-09-300001868159us-gaap:OtherIntangibleAssetsMember2025-09-300001868159us-gaap:OtherIntangibleAssetsMember2024-12-310001868159srt:MinimumMemberus-gaap:OtherIntangibleAssetsMember2025-09-300001868159srt:MaximumMemberus-gaap:OtherIntangibleAssetsMember2025-09-300001868159us-gaap:CustomerRelationshipsMember2025-01-012025-09-300001868159us-gaap:OtherIntangibleAssetsMember2025-01-012025-09-300001868159us-gaap:BuildingAndBuildingImprovementsMember2025-09-300001868159us-gaap:BuildingAndBuildingImprovementsMember2024-12-310001868159srt:MinimumMemberus-gaap:BuildingAndBuildingImprovementsMember2025-09-300001868159srt:MaximumMemberus-gaap:BuildingAndBuildingImprovementsMember2025-09-300001868159us-gaap:LandAndLandImprovementsMember2025-09-300001868159us-gaap:LandAndLandImprovementsMember2024-12-310001868159srt:MinimumMemberus-gaap:LandAndLandImprovementsMember2025-09-300001868159us-gaap:MachineryAndEquipmentMember2025-09-300001868159us-gaap:MachineryAndEquipmentMember2024-12-310001868159srt:MinimumMemberus-gaap:MachineryAndEquipmentMember2025-09-300001868159srt:MaximumMemberus-gaap:MachineryAndEquipmentMember2025-09-300001868159line:RailcarsMember2025-09-300001868159line:RailcarsMember2024-12-310001868159srt:MinimumMemberline:RailcarsMember2025-09-300001868159srt:MaximumMemberline:RailcarsMember2025-09-300001868159line:FurnitureFixturesEquipmentAndSoftwareMember2025-09-300001868159line:FurnitureFixturesEquipmentAndSoftwareMember2024-12-310001868159srt:MinimumMemberline:FurnitureFixturesEquipmentAndSoftwareMember2025-09-300001868159srt:MaximumMemberline:FurnitureFixturesEquipmentAndSoftwareMember2025-09-300001868159line:DepreciablePropertyPlantAndEquipmentMember2025-09-300001868159line:DepreciablePropertyPlantAndEquipmentMember2024-12-310001868159us-gaap:ConstructionInProgressMember2025-09-300001868159us-gaap:ConstructionInProgressMember2024-12-310001868159line:KennewickWashingtonWarehouseFireMember2024-07-012024-09-300001868159line:KennewickWashingtonWarehouseFireMember2024-01-012024-09-300001868159us-gaap:LineOfCreditMember2025-09-300001868159us-gaap:LineOfCreditMember2024-12-310001868159line:SeniorUnsecuredNotesMemberus-gaap:UnsecuredDebtMember2025-09-300001868159line:SeniorUnsecuredNotesMemberus-gaap:UnsecuredDebtMember2024-12-310001868159line:A5.25SeniorNotesDueJuly2030Memberus-gaap:SeniorNotesMember2025-06-170001868159line:A5.25SeniorNotesDueJuly2030Memberus-gaap:SeniorNotesMember2025-09-300001868159line:A5.25SeniorNotesDueJuly2030Memberus-gaap:SeniorNotesMember2024-12-310001868159us-gaap:SecuredDebtMember2025-09-300001868159us-gaap:SecuredDebtMember2024-12-310001868159us-gaap:UnsecuredDebtMember2025-09-300001868159us-gaap:UnsecuredDebtMember2024-12-310001868159us-gaap:RevolvingCreditFacilityMemberline:CreditAgreementMemberus-gaap:LineOfCreditMember2020-12-220001868159us-gaap:RevolvingCreditFacilityMemberline:CreditAgreementMemberus-gaap:LineOfCreditMember2024-02-150001868159line:CreditAgreementMemberus-gaap:SecuredDebtMember2020-12-220001868159line:CreditAgreementMemberus-gaap:SecuredDebtMember2024-02-150001868159line:CreditAgreementMemberus-gaap:SecuredDebtMember2024-02-152024-02-150001868159line:CreditAgreementMember2024-02-150001868159line:CreditAgreementMember2024-02-152024-02-150001868159us-gaap:SecuredOvernightFinancingRateSofrMemberline:CreditAgreementMemberus-gaap:SecuredDebtMember2025-01-012025-09-300001868159us-gaap:SecuredOvernightFinancingRateSofrMemberline:CreditAgreementMemberus-gaap:SecuredDebtMember2025-09-300001868159us-gaap:SecuredOvernightFinancingRateSofrMemberline:CreditAgreementMemberus-gaap:SecuredDebtMember2024-01-012024-12-310001868159us-gaap:SecuredOvernightFinancingRateSofrMemberline:CreditAgreementMemberus-gaap:SecuredDebtMember2024-12-310001868159us-gaap:RevolvingCreditFacilityMemberus-gaap:SecuredOvernightFinancingRateSofrMemberline:CreditAgreementMemberus-gaap:LineOfCreditMember2025-01-012025-09-300001868159us-gaap:RevolvingCreditFacilityMemberus-gaap:SecuredOvernightFinancingRateSofrMemberline:CreditAgreementMemberus-gaap:LineOfCreditMember2025-09-300001868159us-gaap:RevolvingCreditFacilityMemberus-gaap:SecuredOvernightFinancingRateSofrMemberline:CreditAgreementMemberus-gaap:LineOfCreditMember2024-01-012024-12-310001868159us-gaap:RevolvingCreditFacilityMemberus-gaap:SecuredOvernightFinancingRateSofrMemberline:CreditAgreementMemberus-gaap:LineOfCreditMember2024-12-310001868159us-gaap:RevolvingCreditFacilityMemberline:EuroInterbankOfferedRateEURIBORMemberline:CreditAgreementMemberus-gaap:LineOfCreditMember2025-01-012025-09-300001868159us-gaap:RevolvingCreditFacilityMemberline:EuroInterbankOfferedRateEURIBORMemberline:CreditAgreementMemberus-gaap:LineOfCreditMember2025-09-300001868159us-gaap:RevolvingCreditFacilityMemberline:EuroInterbankOfferedRateEURIBORMemberline:CreditAgreementMemberus-gaap:LineOfCreditMember2024-01-012024-12-310001868159us-gaap:RevolvingCreditFacilityMemberline:EuroInterbankOfferedRateEURIBORMemberline:CreditAgreementMemberus-gaap:LineOfCreditMember2024-12-310001868159us-gaap:RevolvingCreditFacilityMemberline:BankBillSwapRateBBSWMemberline:CreditAgreementMemberus-gaap:LineOfCreditMember2025-01-012025-09-300001868159us-gaap:RevolvingCreditFacilityMemberline:BankBillSwapRateBBSWMemberline:CreditAgreementMemberus-gaap:LineOfCreditMember2025-09-300001868159us-gaap:RevolvingCreditFacilityMemberline:BankBillSwapRateBBSWMemberline:CreditAgreementMemberus-gaap:LineOfCreditMember2024-01-012024-12-310001868159us-gaap:RevolvingCreditFacilityMemberline:BankBillSwapRateBBSWMemberline:CreditAgreementMemberus-gaap:LineOfCreditMember2024-12-310001868159us-gaap:RevolvingCreditFacilityMemberline:BankBillReferenceRateBKBMMemberline:CreditAgreementMemberus-gaap:LineOfCreditMember2025-01-012025-09-300001868159us-gaap:RevolvingCreditFacilityMemberline:BankBillReferenceRateBKBMMemberline:CreditAgreementMemberus-gaap:LineOfCreditMember2025-09-300001868159us-gaap:RevolvingCreditFacilityMemberline:BankBillReferenceRateBKBMMemberline:CreditAgreementMemberus-gaap:LineOfCreditMember2024-01-012024-12-310001868159us-gaap:RevolvingCreditFacilityMemberline:BankBillReferenceRateBKBMMemberline:CreditAgreementMemberus-gaap:LineOfCreditMember2024-12-310001868159us-gaap:RevolvingCreditFacilityMemberline:CopenhagenInterbankOfferedRateCIBORMemberline:CreditAgreementMemberus-gaap:LineOfCreditMember2025-01-012025-09-300001868159us-gaap:RevolvingCreditFacilityMemberline:CopenhagenInterbankOfferedRateCIBORMemberline:CreditAgreementMemberus-gaap:LineOfCreditMember2025-09-300001868159us-gaap:RevolvingCreditFacilityMemberline:CopenhagenInterbankOfferedRateCIBORMemberline:CreditAgreementMemberus-gaap:LineOfCreditMember2024-01-012024-12-310001868159us-gaap:RevolvingCreditFacilityMemberline:CopenhagenInterbankOfferedRateCIBORMemberline:CreditAgreementMemberus-gaap:LineOfCreditMember2024-12-310001868159us-gaap:RevolvingCreditFacilityMemberline:NorwegianInterbankOfferedRateNIBORMemberline:CreditAgreementMemberus-gaap:LineOfCreditMember2025-01-012025-09-300001868159us-gaap:RevolvingCreditFacilityMemberline:NorwegianInterbankOfferedRateNIBORMemberline:CreditAgreementMemberus-gaap:LineOfCreditMember2024-01-012024-12-310001868159us-gaap:RevolvingCreditFacilityMemberline:NorwegianInterbankOfferedRateNIBORMemberline:CreditAgreementMemberus-gaap:LineOfCreditMember2025-09-300001868159us-gaap:RevolvingCreditFacilityMemberline:NorwegianInterbankOfferedRateNIBORMemberline:CreditAgreementMemberus-gaap:LineOfCreditMember2024-12-310001868159us-gaap:RevolvingCreditFacilityMemberline:CanadianOvernightRepoRateAverageCORRAMemberline:CreditAgreementMemberus-gaap:LineOfCreditMember2025-01-012025-09-300001868159us-gaap:RevolvingCreditFacilityMemberline:CanadianOvernightRepoRateAverageCORRAMemberline:CreditAgreementMemberus-gaap:LineOfCreditMember2025-09-300001868159us-gaap:RevolvingCreditFacilityMemberline:CanadianOvernightRepoRateAverageCORRAMemberline:CreditAgreementMemberus-gaap:LineOfCreditMember2024-01-012024-12-310001868159us-gaap:RevolvingCreditFacilityMemberline:CanadianOvernightRepoRateAverageCORRAMemberline:CreditAgreementMemberus-gaap:LineOfCreditMember2024-12-310001868159us-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2025-09-300001868159us-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2024-12-310001868159us-gaap:SecuredOvernightFinancingRateSofrMemberline:CreditAgreementMemberus-gaap:SecuredDebtMember2024-02-152024-02-150001868159us-gaap:RevolvingCreditFacilityMemberline:CreditAgreementMemberus-gaap:LineOfCreditMember2025-09-300001868159us-gaap:RevolvingCreditFacilityMemberline:CreditAgreementMemberus-gaap:LineOfCreditMember2024-12-310001868159us-gaap:UnsecuredDebtMemberline:DelayedDrawTermLoanDueFebruary2025Memberus-gaap:LineOfCreditMember2024-02-150001868159us-gaap:UnsecuredDebtMemberline:DelayedDrawTermLoanDueFebruary2025Memberus-gaap:LineOfCreditMember2024-04-092024-04-090001868159line:A2.22SeniorNotesDueAugust2026Memberus-gaap:SeniorNotesMember2025-09-300001868159line:A2.22SeniorNotesDueAugust2026Memberus-gaap:SeniorNotesMember2024-12-310001868159line:A2.52SeniorNotesDueAugust2028Memberus-gaap:SeniorNotesMember2025-09-300001868159line:A2.52SeniorNotesDueAugust2028Memberus-gaap:SeniorNotesMember2024-12-310001868159line:A0.89SeniorNotesDueAugust2026Memberus-gaap:SeniorNotesMember2025-09-300001868159line:A0.89SeniorNotesDueAugust2026Memberus-gaap:SeniorNotesMember2024-12-310001868159line:A1.26SeniorNotesDueAugust2031Memberus-gaap:SeniorNotesMember2025-09-300001868159line:A1.26SeniorNotesDueAugust2031Memberus-gaap:SeniorNotesMember2024-12-310001868159line:A1.98SeniorNotesDueAugust2026Memberus-gaap:SeniorNotesMember2025-09-300001868159line:A1.98SeniorNotesDueAugust2026Memberus-gaap:SeniorNotesMember2024-12-310001868159line:A2.13SeniorNotesDueAugust2028Memberus-gaap:SeniorNotesMember2025-09-300001868159line:A2.13SeniorNotesDueAugust2028Memberus-gaap:SeniorNotesMember2024-12-310001868159line:A3.33SeniorNotesDueAugust2027Memberus-gaap:SeniorNotesMember2025-09-300001868159line:A3.33SeniorNotesDueAugust2027Memberus-gaap:SeniorNotesMember2024-12-310001868159line:A3.54SeniorNotesDueAugust2029Memberus-gaap:SeniorNotesMember2025-09-300001868159line:A3.54SeniorNotesDueAugust2029Memberus-gaap:SeniorNotesMember2024-12-310001868159line:A3.74SeniorNotesDueAugust2032Memberus-gaap:SeniorNotesMember2025-09-300001868159line:A3.74SeniorNotesDueAugust2032Memberus-gaap:SeniorNotesMember2024-12-310001868159us-gaap:SeniorNotesMember2025-09-300001868159us-gaap:SeniorNotesMember2024-12-310001868159line:A5.25SeniorNotesDueJuly2030Memberline:PriorToJune152030Memberus-gaap:SeniorNotesMember2025-06-172025-06-170001868159line:A5.25SeniorNotesDueJuly2030Memberline:OnOrAfterJune152030Memberus-gaap:SeniorNotesMember2025-06-172025-06-170001868159line:A5.25SeniorNotesDueJuly2030Membersrt:MinimumMemberus-gaap:SeniorNotesMember2025-06-170001868159line:A5.25SeniorNotesDueJuly2030Membersrt:MaximumMemberus-gaap:SeniorNotesMember2025-06-170001868159line:MetLifeRealEstateLendingLLCNotesDue20262028And2029Memberus-gaap:LoansPayableMember2025-09-300001868159line:OtherFixedRateRealEstateAndEquipmentSecuredFinancingAgreementsMemberus-gaap:LoansPayableMember2025-09-300001868159line:MetLifeRealEstateLendingLLCNotesDue20262028And2029Memberus-gaap:LoansPayableMember2024-12-310001868159line:OtherFixedRateRealEstateAndEquipmentSecuredFinancingAgreementsMemberus-gaap:LoansPayableMember2024-12-310001868159line:MultiPropertyLoanDueMay2024Memberus-gaap:LoansPayableMember2019-05-090001868159line:MultiPropertyLoanDueMay2024Memberus-gaap:LoansPayableMember2024-04-092024-04-090001868159line:MultiPropertyLoanDueNovember2024Memberus-gaap:LoansPayableMember2020-10-210001868159line:MultiPropertyLoanDueNovember2024Memberus-gaap:LoansPayableMember2024-08-092024-08-090001868159line:MultiPropertyLoanDueNovember2024Memberus-gaap:LoansPayableMember2024-01-012024-09-300001868159line:MultiPropertyLoanDueNovember2024Memberus-gaap:LoansPayableMember2024-07-012024-09-300001868159line:MetLifeRealEstateLendingLLCCoolPortOaklandDueMarch2024Memberus-gaap:LoansPayableMember2019-03-250001868159line:MetLifeRealEstateLendingLLCCoolPortOaklandDueMarch2029Memberus-gaap:LoansPayableMember2024-02-060001868159line:MetLifeRealEstateLendingLLCCoolPortOaklandDueMarch2024Memberus-gaap:LoansPayableMember2024-02-062024-02-060001868159line:MetLifeRealEstateLendingLLCCoolPortOaklandDueMarch2029Memberus-gaap:LoansPayableMember2024-02-062024-02-060001868159line:WilmingtonTrustNationalAssociationLoanDueSeptember2044Memberus-gaap:LoansPayableMember2019-09-180001868159line:WilmingtonTrustNationalAssociationLoanDueSeptember2044Memberus-gaap:LoansPayableMember2024-09-032024-09-030001868159us-gaap:UnsecuredDebtMember2025-07-012025-09-300001868159us-gaap:LongTermDebtMember2025-09-300001868159us-gaap:OtherAssetsMember2025-09-300001868159us-gaap:OtherAssetsMember2024-12-310001868159line:May2023InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMember2025-09-300001868159line:August2024InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMember2025-09-300001868159us-gaap:InterestRateCapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMember2025-09-300001868159line:January2026InterestRateSwapForwardStartingMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMember2025-09-300001868159line:December2025InterestRateSwapForwardStartingMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMember2025-09-300001868159us-gaap:InterestRateContractMemberus-gaap:CashFlowHedgingMember2025-07-012025-09-300001868159us-gaap:InterestRateContractMemberus-gaap:CashFlowHedgingMember2024-07-012024-09-300001868159us-gaap:InterestRateContractMemberus-gaap:CashFlowHedgingMemberus-gaap:InterestExpenseMember2025-07-012025-09-300001868159us-gaap:InterestRateContractMemberus-gaap:CashFlowHedgingMemberus-gaap:InterestExpenseMember2024-07-012024-09-300001868159us-gaap:InterestRateContractMemberus-gaap:CashFlowHedgingMember2025-01-012025-09-300001868159us-gaap:InterestRateContractMemberus-gaap:CashFlowHedgingMember2024-01-012024-09-300001868159us-gaap:InterestRateContractMemberus-gaap:CashFlowHedgingMemberus-gaap:InterestExpenseMember2025-01-012025-09-300001868159us-gaap:InterestRateContractMemberus-gaap:CashFlowHedgingMemberus-gaap:InterestExpenseMember2024-01-012024-09-300001868159line:InterestRateSwapMaturingFebruary152028Memberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMember2025-09-090001868159line:InterestRateSwapMaturingFebruary152028Memberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMembersrt:MinimumMember2025-09-090001868159line:InterestRateSwapMaturingFebruary152028Memberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMembersrt:MaximumMember2025-09-090001868159line:InterestRateSwapMaturingFebruary152028Memberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMember2025-06-300001868159line:InterestRateSwapMaturingFebruary152028Memberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMembersrt:MinimumMember2025-06-300001868159line:InterestRateSwapMaturingFebruary152028Memberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMembersrt:MaximumMember2025-06-300001868159us-gaap:InterestRateContractMemberus-gaap:DesignatedAsHedgingInstrumentMember2025-09-300001868159us-gaap:InterestRateContractMemberus-gaap:DesignatedAsHedgingInstrumentMember2024-12-310001868159us-gaap:InterestRateContractMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2025-09-300001868159us-gaap:InterestRateContractMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2024-12-310001868159us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2025-09-300001868159us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2024-12-310001868159us-gaap:FairValueMeasurementsNonrecurringMemberus-gaap:FairValueInputsLevel3Member2025-09-300001868159us-gaap:FairValueMeasurementsNonrecurringMemberus-gaap:FairValueInputsLevel3Member2024-12-310001868159us-gaap:FairValueInputsLevel3Member2025-09-300001868159us-gaap:FairValueInputsLevel3Member2024-12-310001868159us-gaap:RestrictedStockUnitsRSUMember2025-04-012025-04-300001868159line:PerformanceBasedRestrictedStockUnitAwardsMember2025-04-012025-04-3000018681592025-04-012025-04-300001868159line:PerformanceBasedRestrictedStockUnitAwardsMember2025-07-012025-09-300001868159line:TimeBasedRestrictedStockUnitAwardsMember2024-12-310001868159line:PerformanceBasedRestrictedStockUnitAwardsMember2024-12-310001868159line:TimeBasedRestrictedStockUnitAwardsMember2025-01-012025-09-300001868159line:PerformanceBasedRestrictedStockUnitAwardsMember2025-01-012025-09-300001868159line:TimeBasedRestrictedStockUnitAwardsMember2025-09-300001868159line:PerformanceBasedRestrictedStockUnitAwardsMember2025-09-300001868159line:TimeBasedLongTermIncentivePlantLTIPAwardsMember2025-04-012025-04-300001868159line:PerformanceBasedLongTermIncentivePlanLTIPAwardsMember2025-04-012025-04-300001868159line:PerformanceBasedLongTermIncentivePlanLTIPAwardsMember2025-04-012025-06-300001868159line:TimeBasedLongTermIncentivePlantLTIPAwardsMember2024-12-310001868159line:PerformanceBasedLongTermIncentivePlanLTIPAwardsMember2024-12-310001868159line:TimeBasedLongTermIncentivePlantLTIPAwardsMember2025-01-012025-09-300001868159line:PerformanceBasedLongTermIncentivePlanLTIPAwardsMember2025-01-012025-09-300001868159line:TimeBasedLongTermIncentivePlantLTIPAwardsMember2025-09-300001868159line:PerformanceBasedLongTermIncentivePlanLTIPAwardsMember2025-09-300001868159us-gaap:CostOfSalesMember2025-07-012025-09-300001868159us-gaap:CostOfSalesMember2024-07-012024-09-300001868159us-gaap:CostOfSalesMember2025-01-012025-09-300001868159us-gaap:CostOfSalesMember2024-01-012024-09-300001868159us-gaap:GeneralAndAdministrativeExpenseMember2025-07-012025-09-300001868159us-gaap:GeneralAndAdministrativeExpenseMember2024-07-012024-09-300001868159us-gaap:GeneralAndAdministrativeExpenseMember2025-01-012025-09-300001868159us-gaap:GeneralAndAdministrativeExpenseMember2024-01-012024-09-300001868159line:AcquisitionTransactionAndOtherExpensesMember2025-07-012025-09-300001868159line:AcquisitionTransactionAndOtherExpensesMember2024-07-012024-09-300001868159line:AcquisitionTransactionAndOtherExpensesMember2025-01-012025-09-300001868159line:AcquisitionTransactionAndOtherExpensesMember2024-01-012024-09-300001868159line:TimeBasedRestrictedStockUnitAwardsMember2025-07-012025-09-300001868159line:TimeBasedRestrictedStockUnitAwardsMember2024-07-012024-09-300001868159line:TimeBasedRestrictedStockUnitAwardsMember2024-01-012024-09-300001868159line:PerformanceBasedRestrictedStockUnitAwardsMember2024-07-012024-09-300001868159line:PerformanceBasedRestrictedStockUnitAwardsMember2024-01-012024-09-300001868159line:TimeBasedLongTermIncentivePlantLTIPAwardsMember2025-07-012025-09-300001868159line:TimeBasedLongTermIncentivePlantLTIPAwardsMember2024-07-012024-09-300001868159line:TimeBasedLongTermIncentivePlantLTIPAwardsMember2024-01-012024-09-300001868159line:PerformanceBasedLongTermIncentivePlanLTIPAwardsMember2025-07-012025-09-300001868159line:PerformanceBasedLongTermIncentivePlanLTIPAwardsMember2024-07-012024-09-300001868159line:PerformanceBasedLongTermIncentivePlanLTIPAwardsMember2024-01-012024-09-300001868159line:StockPaymentAwardsMember2025-07-012025-09-300001868159line:StockPaymentAwardsMember2024-07-012024-09-300001868159line:StockPaymentAwardsMember2025-01-012025-09-300001868159line:StockPaymentAwardsMember2024-01-012024-09-300001868159line:BGLHRestrictedClassBUnitsMember2025-07-012025-09-300001868159line:BGLHRestrictedClassBUnitsMember2024-07-012024-09-300001868159line:BGLHRestrictedClassBUnitsMember2025-01-012025-09-300001868159line:BGLHRestrictedClassBUnitsMember2024-01-012024-09-300001868159line:ManagementProfitsInterestsClassCUnitsMember2025-07-012025-09-300001868159line:ManagementProfitsInterestsClassCUnitsMember2024-07-012024-09-300001868159line:ManagementProfitsInterestsClassCUnitsMember2025-01-012025-09-300001868159line:ManagementProfitsInterestsClassCUnitsMember2024-01-012024-09-300001868159line:LHHValueCreationPlanUnitsMember2025-07-012025-09-300001868159line:LHHValueCreationPlanUnitsMember2024-07-012024-09-300001868159line:LHHValueCreationPlanUnitsMember2025-01-012025-09-300001868159line:LHHValueCreationPlanUnitsMember2024-01-012024-09-300001868159line:BayGroveManagementMemberus-gaap:RelatedPartyMember2025-07-012025-09-300001868159line:BayGroveManagementMemberus-gaap:RelatedPartyMember2025-01-012025-09-300001868159line:BayGroveManagementMemberus-gaap:RelatedPartyMember2024-07-012024-09-300001868159line:BayGroveManagementMemberus-gaap:RelatedPartyMember2024-01-012024-09-300001868159line:BayGroveManagementMemberus-gaap:RelatedPartyMember2024-12-310001868159line:BayGroveManagementMemberus-gaap:RelatedPartyMember2025-09-300001868159line:SuppliersMemberus-gaap:RelatedPartyMember2025-07-012025-09-300001868159line:SuppliersMemberus-gaap:RelatedPartyMember2025-01-012025-09-300001868159line:SuppliersMemberus-gaap:RelatedPartyMember2024-07-012024-09-300001868159line:SuppliersMemberus-gaap:RelatedPartyMember2024-01-012024-09-300001868159line:SuppliersMemberus-gaap:RelatedPartyMember2025-09-300001868159line:SuppliersMemberus-gaap:RelatedPartyMember2024-12-310001868159line:MinorityInterestPartnersMemberus-gaap:RelatedPartyMember2025-09-300001868159line:MinorityInterestPartnersMemberus-gaap:RelatedPartyMember2024-12-310001868159line:KennewickWashingtonWarehouseFireMember2025-07-012025-09-300001868159line:KennewickWashingtonWarehouseFireMember2025-01-012025-09-300001868159us-gaap:AccumulatedTranslationAdjustmentMember2025-06-300001868159us-gaap:AccumulatedTranslationAdjustmentMember2024-06-300001868159us-gaap:AccumulatedTranslationAdjustmentMember2024-12-310001868159us-gaap:AccumulatedTranslationAdjustmentMember2023-12-310001868159us-gaap:AccumulatedTranslationAdjustmentMember2025-07-012025-09-300001868159us-gaap:AccumulatedTranslationAdjustmentMember2024-07-012024-09-300001868159us-gaap:AccumulatedTranslationAdjustmentMember2025-01-012025-09-300001868159us-gaap:AccumulatedTranslationAdjustmentMember2024-01-012024-09-300001868159us-gaap:AccumulatedTranslationAdjustmentMember2025-09-300001868159us-gaap:AccumulatedTranslationAdjustmentMember2024-09-300001868159us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2025-06-300001868159us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2024-06-300001868159us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2024-12-310001868159us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2023-12-310001868159us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2025-07-012025-09-300001868159us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2024-07-012024-09-300001868159us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2025-01-012025-09-300001868159us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2024-01-012024-09-300001868159us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2025-09-300001868159us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2024-09-300001868159us-gaap:OperatingSegmentsMemberline:GlobalWarehousingMember2025-07-012025-09-300001868159us-gaap:OperatingSegmentsMemberline:GlobalWarehousingMember2024-07-012024-09-300001868159us-gaap:OperatingSegmentsMemberline:GlobalWarehousingMember2024-01-012024-09-300001868159us-gaap:OperatingSegmentsMemberline:GlobalIntegratedSolutionsMember2025-07-012025-09-300001868159us-gaap:OperatingSegmentsMemberline:GlobalIntegratedSolutionsMember2024-07-012024-09-300001868159us-gaap:OperatingSegmentsMemberline:GlobalIntegratedSolutionsMember2024-01-012024-09-300001868159us-gaap:OperatingSegmentsMember2025-07-012025-09-300001868159us-gaap:OperatingSegmentsMember2024-07-012024-09-300001868159us-gaap:OperatingSegmentsMember2025-01-012025-09-300001868159us-gaap:OperatingSegmentsMember2024-01-012024-09-300001868159us-gaap:OperatingSegmentsMemberline:LaborMemberline:GlobalWarehousingMember2025-07-012025-09-300001868159us-gaap:OperatingSegmentsMemberline:LaborMemberline:GlobalWarehousingMember2024-07-012024-09-300001868159us-gaap:OperatingSegmentsMemberline:LaborMemberline:GlobalWarehousingMember2025-01-012025-09-300001868159us-gaap:OperatingSegmentsMemberline:LaborMemberline:GlobalWarehousingMember2024-01-012024-09-300001868159us-gaap:OperatingSegmentsMemberline:PowerMemberline:GlobalWarehousingMember2025-07-012025-09-300001868159us-gaap:OperatingSegmentsMemberline:PowerMemberline:GlobalWarehousingMember2024-07-012024-09-300001868159us-gaap:OperatingSegmentsMemberline:PowerMemberline:GlobalWarehousingMember2025-01-012025-09-300001868159us-gaap:OperatingSegmentsMemberline:PowerMemberline:GlobalWarehousingMember2024-01-012024-09-300001868159us-gaap:OperatingSegmentsMemberline:OtherWarehouseCostsMemberline:GlobalWarehousingMember2025-07-012025-09-300001868159us-gaap:OperatingSegmentsMemberline:OtherWarehouseCostsMemberline:GlobalWarehousingMember2024-07-012024-09-300001868159us-gaap:OperatingSegmentsMemberline:OtherWarehouseCostsMemberline:GlobalWarehousingMember2025-01-012025-09-300001868159us-gaap:OperatingSegmentsMemberline:OtherWarehouseCostsMemberline:GlobalWarehousingMember2024-01-012024-09-300001868159us-gaap:MaterialReconcilingItemsMember2025-07-012025-09-300001868159us-gaap:MaterialReconcilingItemsMember2024-07-012024-09-300001868159us-gaap:MaterialReconcilingItemsMember2025-01-012025-09-300001868159us-gaap:MaterialReconcilingItemsMember2024-01-012024-09-300001868159us-gaap:CorporateNonSegmentMember2025-07-012025-09-300001868159us-gaap:CorporateNonSegmentMember2024-07-012024-09-300001868159us-gaap:CorporateNonSegmentMember2025-01-012025-09-300001868159us-gaap:CorporateNonSegmentMember2024-01-012024-09-30

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2025
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 001-42191
___________________________________
Lineage, Inc.
(Exact name of registrant as specified in its charter)
___________________________________
Maryland
82-1271188
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
46500 Humboldt Drive, Novi, Michigan
48377
(Address of Principal Executive Offices) (Zip Code)
(800) 678-7271
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, par value $0.01 per share
 LINE Nasdaq Global Select Market
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o Accelerated filer o
Non-accelerated filer
x
 Smaller reporting company o
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
As of October 30, 2025, the registrant had outstanding 228,289,625 shares of common stock.


Table of Contents
Page
1

Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. In particular, statements pertaining to our business and growth strategies, investment and development activities and trends in our business, contain forward-looking statements. When used in this Quarterly Report on Form 10-Q, the words “estimate,” “anticipate,” “expect,” “believe,” “intend,” “may,” “will,” “could,” “should,” “would,” “seek,” “position,” “support,” “drive,” “enable,” “optimistic,” “target,” “opportunity,” “approximately” or “plan,” or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters are intended to identify forward-looking statements. You can also identify forward-looking statements by discussions of strategy, plans, or intentions of management.
Forward-looking statements involve numerous risks and uncertainties, and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data, or methods that may be incorrect or imprecise, and we may not be able to realize them. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:
•general business and economic conditions;
•continued volatility and uncertainty in the credit markets and broader financial markets, including potential fluctuations in the Consumer Price Index and changes in foreign currency exchange rates;
•the impact of tariffs and global trade disruptions on us and our customers;
•other risks inherent in the real estate business, including customer defaults, potential liability related to environmental matters, illiquidity of real estate investments and potential damages from natural disasters;
•the availability of suitable acquisitions and our ability to acquire properties or businesses on favorable terms;
•our success in implementing our business strategy and our ability to identify, underwrite, finance, consummate, integrate and manage diversifying acquisitions or investments;
•our ability to meet budgeted or stabilized returns on our development and expansion projects within expected time frames, or at all;
•our ability to manage our expanded operations, including expansion into new markets or business lines;
•our failure to realize the intended benefits from, or disruptions to our plans and operations or unknown or contingent liabilities related to, our recent and future acquisitions and greenfield developments;
•our failure to successfully integrate and operate acquired or developed properties or businesses;
•our ability to renew significant customer contracts;
•the impact of supply chain disruptions, including the impact on labor availability, raw material availability, manufacturing and food production, and transportation;
•difficulties managing an international business and acquiring or operating properties in foreign jurisdictions and unfamiliar metropolitan areas;
•changes in political conditions, geopolitical turmoil, political instability, civil disturbances, restrictive governmental actions or nationalization in the countries in which we operate;
•the degree and nature of our competition;
•our failure to generate sufficient cash flows to service our outstanding indebtedness;
•our ability to access debt and equity capital markets;
2

•continued volatility in interest rates;
•increased power, labor, or construction costs;
•changes in consumer demand or preferences for products we store in our warehouses;
•decreased storage rates or increased vacancy rates;
•labor shortages or our inability to attract and retain talent;
•changes in, or the failure or inability to comply with, government regulation;
•a failure of our information technology systems, systems conversions and integrations, cybersecurity attacks or a breach of our information security systems, networks, or processes;
•our failure to maintain our status as a real estate investment trust (“REIT”) for U.S. federal income tax purposes;
•changes in local, state, federal, and international laws and regulations, including related to taxation, tariffs, real estate and zoning laws, and increases in real property tax rates;
•the impact of any financial, accounting, legal, tax, or regulatory issues or litigation that may affect us; and
•additional factors discussed in the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in this Quarterly Report on Form 10-Q, any subsequent filings with the Securities and Exchange Commission, and in the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in our most recent Annual Report on Form 10-K.
You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date such statements are made. While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We undertake no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect the occurrence of unanticipated events, except as required by law. In light of these risks and uncertainties, the forward-looking events discussed in this Quarterly Report on Form 10-Q might not occur as described, or at all.
Certain Terms Used in this Quarterly Report
Unless otherwise specified or required by the context, references in this Quarterly Report to “we,” “our,” “us,” “Lineage,” or the “Company” refer to Lineage, Inc., a Maryland corporation, and its consolidated subsidiaries. References herein to “our operating partnership” mean, prior to its conversion to a Maryland limited partnership in connection with the formation transactions, Lineage OP, LLC, a Delaware limited liability company, and after such conversion, Lineage OP, LP, a Maryland limited partnership. Lineage OP, LP, is our direct subsidiary and is managed by us.
In general, references to “Bay Grove” herein are to Bay Grove Capital Group LLC (“BG Capital”), a private owner-operator firm founded by our Co-Executive Chairmen, and its affiliated entities, including Bay Grove Management Company, LLC (“Bay Grove Management”) and Bay Grove Capital LLC (“Bay Grove Capital”), but excluding BGLH and the Co-Executive Chairmen. In general, references to “BGLH” are to BG Lineage Holdings, LLC, and its subsidiary BG Lineage Holdings LHR, LLC, (“LHR”). BG Capital is the managing member of Bay Grove Capital and Bay Grove Management, which is the managing member of BGLH. Our Co-Executive Chairmen, Adam Forste and Kevin Marchetti, are the managing members of BG Capital. BG Capital is also the managing member of BG Maverick, LLC (“BG Maverick”) and BG Cold, LLC (“BG Cold”).
3

Part I - Financial Information
Item 1. Financial Statements

LINEAGE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except par values)
September 30, December 31,
2025 2024
(Unaudited)
Assets
Current assets:
Cash, cash equivalents, and restricted cash $ 75  $ 175 
Accounts receivable, net 857  826 
Inventories 167  187 
Prepaid expenses and other current assets 183  97 
Total current assets 1,282  1,285 
Non-current assets:
Property, plant, and equipment, net 11,254  10,627 
Finance lease right-of-use assets, net 1,113  1,254 
Operating lease right-of-use assets, net 615  627 
Equity method investments 131  124 
Goodwill 3,473  3,338 
Other intangible assets, net 1,116  1,127 
Other assets 213  279 
Total assets $ 19,197  $ 18,661 
Liabilities, Redeemable Noncontrolling Interests, and Equity
Current liabilities:
Accounts payable and accrued liabilities $ 1,050  $ 1,220 
Accrued dividends and distributions 135  134 
Deferred revenue 84  83 
Current portion of long-term debt, net 22  56 
Total current liabilities 1,291  1,493 
Non-current liabilities:
Long-term finance lease obligations 1,223  1,249 
Long-term operating lease obligations 598  605 
Deferred income tax liability 310  304 
Long-term debt, net 5,925  4,906 
Other long-term liabilities 465  410 
Total liabilities 9,812  8,967 
Commitments and contingencies (Note 17)
Redeemable noncontrolling interests 7  43 
Stockholders’ equity:
Common stock, $0.01 par value per share – 500 authorized shares; 228 issued and outstanding at September 30, 2025 and December 31, 2024
 2  2 
Additional paid-in capital - common stock 10,821  10,764 
Retained earnings (accumulated deficit) (2,325) (1,855)
Accumulated other comprehensive income (loss) (115) (273)
Total stockholders’ equity 8,383  8,638 
Noncontrolling interests 995  1,013 
Total equity 9,378  9,651 
Total liabilities, redeemable noncontrolling interests, and equity $ 19,197  $ 18,661 
See accompanying notes to condensed consolidated financial statements.
4

LINEAGE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(in millions, except per share amounts)
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(Unaudited)
Net revenues $ 1,377  $ 1,335  $ 4,019  $ 4,001 
Cost of operations 932  897  2,728  2,672 
General and administrative expense 145  143  442  394 
Depreciation expense 174  156  502  478 
Amortization expense 56  54  164  162 
Acquisition, transaction, and other expense 12  592  64  612 
Restructuring, impairment, and (gain) loss on disposals 23  8  5  23 
Total operating expense 1,342  1,850  3,905  4,341 
Income from operations 35  (515) 114  (340)
Other income (expense):
Equity income (loss), net of tax (2) —  (3) (3)
Gain (loss) on foreign currency transactions, net (6) 14  36  5 
Interest expense, net (68) (82) (195) (369)
Gain (loss) on extinguishment of debt (3) (6) (3) (13)
Other nonoperating income (expense), net (57) 1  (56) 1 
Total other income (expense), net (136) (73) (221) (379)
Net income (loss) before income taxes (101) (588) (107) (719)
Income tax expense (benefit) 11  (45) 12  (48)
Net income (loss) (112) (543) (119) (671)
Less: Net income (loss) attributable to noncontrolling interests (12) (58) (13) (78)
Net income (loss) attributable to Lineage, Inc. (100) (485) (106) (593)
Other comprehensive income (loss), net of tax:
Unrealized gain (loss) on foreign currency hedges and interest rate hedges (15) (46) (46) (56)
Foreign currency translation adjustments (25) 115  223  29 
Comprehensive income (loss) (152) (474) 58  (698)
Less: Comprehensive income (loss) attributable to noncontrolling interests (16) (50) 6  (81)
Comprehensive income (loss) attributable to Lineage, Inc. $ (136) $ (424) $ 52  $ (617)
Basic earnings (loss) per share $ (0.44) $ (2.44) $ (0.46) $ (3.54)
Diluted earnings (loss) per share $ (0.44) $ (2.44) $ (0.46) $ (3.54)
Weighted average common shares outstanding:
Basic 228  210  228  178 
Diluted 228  210  228  178 
See accompanying notes to condensed consolidated financial statements.
5

LINEAGE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY (Unaudited)
Redeemable noncontrolling interests Common Stock Series A preferred stock Retained earnings (accumulated deficit) Accumulated other comprehensive income (loss) Noncontrolling interests Total
equity
(in millions, except per share amounts) Number of shares Amount at par value Additional paid-in capital
Balance as of December 31, 2023 $ 349  162  $ 2  $ 5,961  $ 1  $ (879) $ (34) $ 622  $ 5,673 
Distributions (1) —  —  —  —  —  —  (12) (12)
Stock-based compensation —  —  —  3  —  —  —  2  5 
Other comprehensive income (loss) —  —  —  —  —  —  (63) (8) (71)
Redemption of redeemable noncontrolling interests (6) —  —  —  —  —  —  —  — 
Redemption of common stock —  —  —  (25) —  —  —  —  (25)
Expiration of redemption option (92) —  —  65  —  —  —  27  92 
Redeemable noncontrolling interest redemption value adjustment 6  —  —  (6) —  —  —  —  (6)
Net income (loss) —  —  —  —  —  (40) —  (8) (48)
Reallocation of noncontrolling interests —  —  —  (7) —  —  —  7  — 
Balance as of March 31, 2024 256  162  2  5,991  1  (919) (97) 630  5,608 
Common stock issuances, net of equity raise costs —  —  —  1  —  —  —  —  1 
Distributions —  —  —  —  —  —  —  (12) (12)
Stock-based compensation —  —  —  4  —  —  —  2  6 
Other comprehensive income (loss) —  —  —  —  —  —  (22) (3) (25)
Redeemable noncontrolling interest redemption value adjustment 4  —  —  (4) —  —  —  —  (4)
Accretion of redeemable noncontrolling interests 2  —  —  (2) —  —  —  —  (2)
Net income (loss) —  —  —  —  —  (68) —  (12) (80)
Reallocation of noncontrolling interests —  —  —  (9) —  —  —  9  — 
Balance as of June 30, 2024 262  162  2  5,981  1  (987) (119) 614  5,492 
Common stock issuances, net of equity raise costs —  65  —  4,873  —  —  —  —  4,873 
Assumption of the Put Option liability —  —  —  —  —  (103) —  —  (103)
Dividends ($0.38 per common share) and other distributions ($0.38 per OP Unit and OPEU)
 —  —  —  —  —  (87) —  (13) (100)
Stock-based compensation —  2  —  147  —  —  —  13  160 
Withholding of common stock for employee taxes —  (1) —  (46) —  —  —  —  (46)
Other comprehensive income (loss) —  —  —  —  —  —  61  8  69 
Conversion of Management Profits Interests Class C units —  —  —  (61) —  —  —  61  — 
Redemption of preferred shares and OPEUs —  —  —  (46) (1) —  —  (29) (76)
Reimbursement of Advance Distributions —  —  —  —  —  —  —  198  198 
Reclassification of the Preference Shares (229) —  —  (22) —  —  —  —  (22)
Issuance of OPEUs and settlement of Class D Units —  —  —  114  —  —  —  73  187 
Redeemable noncontrolling interest redemption value adjustment 4  —  —  (4) —  —  —  —  (4)
Accretion of redeemable noncontrolling interests 3  —  —  (3) —  —  —  —  (3)
Net income (loss) (1) —  —  —  —  (485) —  (57) (542)
Reallocation of noncontrolling interests —  —  —  (189) —  —  —  189  — 
Balance as of September 30, 2024 $ 39  228  $ 2  $ 10,744  $ —  $ (1,662) $ (58) $ 1,057  $ 10,083 
See accompanying notes to condensed consolidated financial statements.
6

LINEAGE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY (Unaudited)
Redeemable noncontrolling interests Common Stock Retained earnings (accumulated deficit) Accumulated other comprehensive income (loss) Noncontrolling interests Total
equity
(in millions, except per share amounts) Number of shares Amount at par value Additional paid-in capital
Balance as of December 31, 2024 $ 43  228  $ 2  $ 10,764  $ (1,855) $ (273) $ 1,013  $ 9,651 
Dividends ($0.53 per common share) and other distributions ($0.53 per OP Unit and OPEU)
 —  —  —  —  (121) —  (14) (135)
Stock-based compensation —  —  —  19  —  —  21  40 
Other comprehensive income (loss) —  —  —  —  —  42  5  47 
Redeemable noncontrolling interest redemption value adjustment (2) —  —  2  —  —  —  2 
Net income (loss) —  —  —  —  —  —  —  — 
Reallocation of noncontrolling interests —  —  —  6  —  —  (6) — 
Balance as of March 31, 2025 41  228  2  10,791  (1,976) (231) 1,019  9,605 
Dividends ($0.53 per common share) and other distributions ($0.53 per OP Unit and OPEU)
 —  —  —  —  (121) —  (13) (134)
Stock-based compensation —  1  —  22  —  —  7  29 
Withholding of common stock for employee taxes —  —  —  (10) —  —  —  (10)
Other comprehensive income (loss) —  —  —  —  —  152  18  170 
Redemption of redeemable noncontrolling interests (28) —  —  —  —  —  —  — 
Expiration of redemption option (6) —  —  —  —  —  6  6 
Net income (loss) —  —  —  —  (6) —  (1) (7)
Reallocation of noncontrolling interests —  —  —  7  —  —  (7) — 
OP Units reclassification —  —  —  7  —  —  (7) — 
Balance as of June 30, 2025 7  229  2  10,817  (2,103) (79) 1,022  9,659 
Dividends ($0.53 per common share) and other distributions ($0.53 per OP Unit and OPEU)
 —  —  —  —  (122) —  (15) (137)
Stock-based compensation —  —  —  21  —  —  17  38 
Withholding of common stock for employee taxes —  —  —  (2) —  —  —  (2)
Other comprehensive income (loss) —  —  —  —  —  (36) (4) (40)
Redemption of common stock —  (1) —  (28) —  —  —  (28)
Net income (loss) —  —  —  —  (100) —  (12) (112)
Reallocation of noncontrolling interests —  —  —  10  —  —  (10) — 
OP Units reclassification —  —  —  3  —  —  (3) — 
Balance as of September 30, 2025 $ 7  228  $ 2  $ 10,821  $ (2,325) $ (115) $ 995  $ 9,378 
See accompanying notes to condensed consolidated financial statements.
7

LINEAGE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
Nine Months Ended September 30,
2025 2024
(Unaudited)
Cash flows from operating activities:
Net income (loss) $ (119) $ (671)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Provision for credit losses 5  3 
Impairment of long-lived assets, goodwill, and other intangible assets 31  33 
Gain on insurance recovery
 (51) (29)
Depreciation and amortization 666  640 
(Gain) loss on extinguishment of debt, net 3  13 
Amortization of deferred financing costs, discount, and above/below market debt 8  16 
Stock-based compensation 107  171 
(Gain) loss on foreign currency transactions, net (36) (5)
Deferred income tax (13) (71)
Put Options fair value adjustment 30  — 
(Gain) loss on divestitures, net 58  — 
Vesting of Class D interests (see Note 2, Capital structure and noncontrolling interests)
 —  185 
One-time Internalization expense to Bay Grove (see Note 2, Capital structure and noncontrolling interests)
 —  200 
Other operating activities 6  15 
Changes in operating assets and liabilities (excluding effects of acquisitions):
Accounts receivable (36) 17 
Prepaid expenses, other assets, and other long-term liabilities (28) (26)
Inventories 20  (4)
Accounts payable and accrued liabilities and deferred revenue (24) (51)
Right-of-use assets and lease obligations —  10 
Net cash provided by operating activities 627  446 
Cash flows from investing activities:
Acquisitions, net of cash acquired (441) (113)
Purchase of property, plant, and equipment (509) (486)
Proceeds from sale of assets 10  6 
Proceeds from insurance recovery on impaired long-lived assets 49  50 
Investments in Emergent Cold LatAm Holdings, LLC (9) (13)
Proceeds from repayment of notes by related parties —  15 
Other investing activity 1  5 
Net cash used in investing activities (899) (536)
Cash flows from financing activities:
Dividends and other distributions (402) (138)
Redemption of redeemable noncontrolling interests (28) (6)
Repurchase of common shares for employee income taxes on stock-based compensation (12) (46)
Redemption of common stock pursuant to Put Option exercise (28) — 
Financing fees (5) (45)
Proceeds from long-term debt, net of discount 495  2,481 
Repayments of long-term debt and finance leases (190) (7,087)
Payment of deferred and contingent consideration liabilities (6) (46)
Borrowings on revolving line of credit 2,258  3,804 
Repayments on revolving line of credit (1,854) (3,264)
Settlement of Put Option liability (50) — 
Issuance of common stock in IPO, net of equity raise costs —  4,879 
Redemption of units issued as stock compensation —  (2)
Redemption of common stock —  (25)
Redemption of OPEUs —  (75)
Other financing activity (6) (2)
Net cash provided by financing activities 172  428 
Impact of foreign exchange rates on cash, cash equivalents, and restricted cash —  3 
Net increase (decrease) in cash, cash equivalents, and restricted cash (100) 341 
Cash, cash equivalents, and restricted cash at the beginning of the period 175  71 
Cash, cash equivalents, and restricted cash at the end of the period $ 75  $ 412 
8

LINEAGE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
Nine Months Ended September 30,
2025 2024
(Unaudited)
Supplemental disclosures of cash flow information:
Cash paid for taxes, net of refunds $ 19  $ 30 
Cash paid for interest, net of capitalized interest $ 237  $ 454 
Noncash activities:
Purchases of property, plant, and equipment in Accounts payable and accrued liabilities $ 75  $ 110 
Accrued dividends, distributions, and dividend equivalents $ 137  $ 97 
Assets acquired through exercise of a purchase option in a finance lease $ 96  $ — 
Net deferred and contingent consideration on acquisitions $ 1  $ 12 
Issuance of Put Option liability $ —  $ 103 
Debt assumed on acquisitions $ —  $ 14 
Equity raise costs $ —  $ 6 
Noncash common stock issuances $ —  $ 1 
See accompanying notes to condensed consolidated financial statements.
9
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited

Table of Contents for Notes to Condensed consolidated financial statements
Note Page
Note 1
Note 2
Note 3
Note 4
Note 5
Note 6
Note 7
Note 8
Note 9
Note 10
Note 11
Note 12
Note 13
Note 14
Note 15
Note 16
Note 17
Note 18
Note 19
Note 20

10
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
(1)Significant accounting policies and practices
(a)Nature of operations
Lineage, Inc. together with its subsidiaries (individually or collectively as the context requires, the “Company”) is a global temperature-controlled warehouse real estate investment trust (“REIT”) with a modern and strategically located network of temperature-controlled warehouses. The Company offers a broad range of essential warehousing services and integrated solutions for a variety of customers with complex requirements in the food supply chain. The Company's primary business is temperature-controlled warehousing, and the Company owns and operates the majority of its facilities. The Company provides customers with storage space, as well as handling and other warehousing services. The Company may rent to a customer an entire warehouse, a set amount of reserved space in a warehouse for a set term, or non-exclusive space in a warehouse pursuant to a storage agreement. In addition, the Company operates several critical and value-add temperature-controlled business lines within its integrated solutions business, including, among others, transportation and refrigerated rail car leasing. Lineage Logistics Holdings, LLC (“LLH”) is the Company’s principal operating subsidiary. Bay Grove Management Company, LLC (“Bay Grove Management”), an affiliate of Bay Grove Capital, LLC (“Bay Grove Capital”), provides LLH operating support pursuant to a transition services agreement. As of the date of these financial statements, the majority of the outstanding common shares of the Company were held by BG Lineage Holdings, LLC, a Delaware limited liability company. The Company is the general partner of Lineage OP, LP, formerly known as Lineage OP, LLC (“Lineage OP” or the “Operating Partnership”) and owns a controlling financial interest in Lineage OP.
(b)Basis of presentation and principles of consolidation
The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with the accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These financial statements include all adjustments, which consist of normal, recurring adjustments and transactions or events discretely impacting the interim periods, considered necessary for a fair statement of the financial position, results of operations, and cash flows of the Company. Certain prior period amounts have been reclassified to conform to current period presentation. The accompanying condensed consolidated financial statements include the accounts of Lineage, Inc. consolidated with the accounts of all subsidiaries and affiliates in which the Company holds a controlling financial interest as of the financial statement date. The operating results for the interim periods ended September 30, 2025 and 2024 are not necessarily indicative of results for the full year and should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in its Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”).
The Company consolidates a voting interest entity (“VOE”) in which it has a controlling financial interest and a variable interest entity (“VIE”) if it possesses both the power to direct the activities of the VIE that most significantly affect its economic performance, and (a) is obligated to absorb the losses that could be significant to the VIE or (b) holds the right to receive benefits from the VIE that could be significant to the VIE. As of September 30, 2025 and December 31, 2024, the Company did not have any VIEs.
(c)Use of estimates in preparation of financial statements
The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the financial statement date and the reported amounts of revenues and expenses during the period. The Company bases its estimates on various factors and information which may include, but are not limited to, history and prior experience, expected future results, new related events, and economic conditions, which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from the estimates used in preparing the Company’s condensed consolidated financial statements.

11
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
(d)Restricted cash
The Company has classified certain cash balances as restricted cash pursuant to workers’ compensation insurance policies and debt agreements. As of September 30, 2025 and December 31, 2024, restricted cash was $1 million and $2 million, respectively, and is presented in Cash, cash equivalents, and restricted cash in the condensed consolidated balance sheets.
(e)Accounts receivable
Accounts receivable are recorded at the invoiced amount and are stated net of estimated allowances for credit losses. The Company’s allowance for credit losses was $11 million and $10 million as of September 30, 2025 and December 31, 2024, respectively.
(f)Investments in partially owned nonconsolidated entities
The Company accounts for its investments in partially owned entities where the Company does not have a controlling interest but has significant influence using the equity method of accounting, under which the net income of the entity is recognized in income and presented in Equity method investments in the condensed consolidated balance sheets. Allocations of profits and losses are made per the terms of the organizational documents. The Company’s ownership percentages in such entities range from 8.8% to 50.0%.
The Company has committed to invest up to a total of $108 million in its equity method investment Emergent Cold LatAm Holdings, LLC (“LatAm”). The Company has invested a total of $99 million as of September 30, 2025, of which the Company invested $2 million and $9 million during the three and nine months ended September 30, 2025, respectively, and $13 million during the nine months ended September 30, 2024. No amounts were invested during the three months ended September 30, 2024. The Company has an option to purchase the remaining equity interests in LatAm during a period beginning on the third anniversary and expiring on the sixth anniversary of its initial investment date, which was July 2021. As of September 30, 2025, the Company has not exercised this option.
The Company has interests in partially owned entities where the Company does not have a controlling interest or significant influence. These investments do not have readily determinable fair values, and the Company has elected the measurement alternative to measure these investments at cost less impairment, adjusted by observable price changes, with any fair value changes recognized in earnings. Refer to Note 12, Fair value measurements for additional information. As of September 30, 2025 and December 31, 2024, the carrying amount of these investments was $33 million and $29 million, respectively, and is presented in Other assets in the condensed consolidated balance sheets.
(g)Recently adopted accounting pronouncements
In March 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-01, Compensation — Stock Compensation (Topic 718): Scope Application of Profits Interests and Similar Awards. This ASU clarifies the application of Accounting Standards Codification (“ASC”) 718, Compensation — Stock Compensation, to profits interests and similar instruments by providing illustrative examples of the proper accounting for such awards. The ASU does not contain changes to the application of the previously existing accounting guidance. The Company adopted this ASU on January 1, 2025. The adoption did not have an effect on the Company’s condensed consolidated financial statements because the Company’s historical accounting for profits interests and similar instruments conforms to the clarified guidance.
(h)Recently issued accounting pronouncements not yet adopted
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU amends existing income tax disclosure guidance, primarily requiring more detailed disclosure for income taxes paid and the effective tax rate reconciliation. This ASU is effective for annual periods beginning after December 15, 2024 and interim periods beginning after December 15, 2025. The Company expects the adoption of this ASU will result in additional disclosures but will not impact its consolidated financial statements.

12
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU enhances disclosures about a public business entity’s expenses and requires more detailed information about the types of expenses that are included in certain expense captions in the consolidated financial statements. Additionally, in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The Company expects the adoption of this ASU will result in additional disclosures but will not impact its consolidated financial statements.
In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. This ASU provides updated guidance on identifying the accounting acquirer when a business combination involves a variable interest entity that also meets the definition of a business, and the transaction is affected primarily by exchanging equity interests. The updates in this ASU are effective for all entities for annual reporting periods beginning after December 15, 2026 and interim reporting periods within those annual reporting periods. The Company does not expect this ASU to have a material impact on its consolidated financial statements.
In May 2025, the FASB issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer. This ASU clarifies how to account for share-based payments under ASC 606 and ASC 718. The ASU is effective for all entities for annual reporting periods beginning after December 15, 2026 and interim reporting periods within those annual reporting periods. The Company does not expect this ASU to have a material impact on its consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This ASU provides updated guidance about criteria for capitalizing software costs and extends disclosure requirements in ASC 360-10 to all capitalized software costs. The updates in this ASU are effective for all entities for annual reporting periods beginning after December 15, 2027 and interim reporting periods within those annual reporting periods. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements.
In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract. This ASU provides updated guidance about the scope of derivative accounting under ASC 815, as well as clarifies how share-based noncash considerations from a customer should be accounted for. The updates in this ASU are effective for all entities for annual reporting periods beginning after December 15, 2026 and interim reporting periods within those annual reporting periods. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements.
(2)Capital structure and noncontrolling interests
Lineage, Inc. capital structure
(a)Common Stock
Lineage, Inc. has one class of common stock. Each share of common stock entitles the holder to one vote on matters submitted to a vote of the shareholders. Holders of common stock have the right to receive any dividend declared by the Company.
Lineage, Inc. is authorized to issue up to 500,000,000 common shares with a par value of $0.01 per share. As of September 30, 2025 and December 31, 2024, there were 228,286,983 and 228,191,656 common shares issued and outstanding, respectively.
On July 26, 2024, the Company closed its initial public offering (“IPO”) of 56,882,051 shares of its common stock at a price of $78.00 per share, with a subsequent exercise in full by the underwriters of their option to purchase from the Company an additional 8,532,307 shares of common stock that closed on July 31, 2024. The net proceeds to the Company from the IPO, after deducting underwriting discounts and commissions and offering expenses paid or payable by the Company, were $4,873 million.

13
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
During the three and nine months ended September 30, 2024, the Company repurchased shares of its common stock as authorized by its Board of Directors (“Board”). No shares were repurchased during the three and nine months ended September 30, 2025, excluding repurchases related to the withholding of common stock for employee taxes related to vested stock-based compensation arrangements and repurchases related to the settlement of a Put Option. Any repurchased shares are constructively retired and returned to an unissued status. The following table provides the number of shares repurchased, average price paid per share, and total amount paid for share repurchases for the three and nine months ended September 30, 2024, excluding repurchases related to the withholding of common stock for employee taxes related to vested stock-based compensation arrangements described below:
Three Months Ended Nine Months Ended
September 30, September 30,
2024 2024
Total number of shares repurchased 148  254,828
Average price paid per share $ 85.54  $ 98.36 
Total consideration paid for share repurchases (in millions) $ —  $ 25 
Operating Partnership capital structure
The Operating Partnership’s capital structure as of September 30, 2025 and December 31, 2024 was as follows:
September 30, 2025 December 31, 2024
Partnership common units owned by Lineage, Inc. 228,286,983  228,191,656 
Partnership common units owned by Non-Company LPs 698,915  984,089 
Legacy Class A OP Units and Legacy Class B OP Units owned by Non-Company LPs 21,029,599  20,929,599 
Redeemable Legacy Class A OP Units owned by Non-Company LPs —  319,006 
LTIP Units held by Non-Company LPs 3,611,143  2,995,153 
Total 253,626,640  253,419,503 
Noncontrolling interest in the Operating Partnership relates to the interest in the Operating Partnership owned by investors other than Lineage, Inc. The Company accounts for the partnership common units, Legacy Class A OP Units, and Legacy Class B OP Units (the Legacy Class A OP Units and Legacy Class B OP Units, together the “Legacy OP Units”), and LTIP Units held by investors in Lineage OP other than Lineage, Inc. (“Non-Company LPs”) and BG Cold, an affiliate of Bay Grove Management, based on their relative ownership percentage of the Operating Partnership. Each time the ownership percentage of the Operating Partnership held by Non-Company LPs and BG Cold changes, the Company records an adjustment to Noncontrolling interests with a corresponding adjustment in Additional paid-in capital - common stock to appropriately reflect the new ownership percentage and to reflect the Non-Company LPs’ and BG Cold’s share of all capital contributed to the Operating Partnership. All activity related to these interests held by Non-Company LPs is included within Noncontrolling interests in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity.
(b)Noncontrolling Interest in Operating Partnership - Partnership common units
Partnership common units include all Operating Partnership capital interests not designated as another class of units in the Operating Partnership’s Agreement of Limited Partnership (the “Operating Partnership Agreement”). Lineage, Inc. holds all partnership common units with the exception of those held by Non-Company LPs. Partnership common units held by Non-Company LPs represent a noncontrolling interest in the Operating Partnership and are included in Noncontrolling interests in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity.

14
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
During the three and nine months ended September 30, 2025, 90,734 and 285,174 partnership common units held by Non-Company LPs, respectively, were exchanged for an equivalent number of shares of Lineage, Inc. common stock.
(c)Noncontrolling Interest in Operating Partnership - Legacy Class A OP Units, Legacy Class B OP Units, Class A, Class B, and Class C units
Prior to the Company’s IPO, Non-Company LPs held certain Class A and Class B units in the Operating Partnership. These units were reclassified into Legacy OP Units as part of certain changes the Company effectuated in its capital structure in connection with the IPO (the “Formation Transactions”). Class A and Class B units were both voting capital interests in the Operating Partnership and were similar to each other in all material respects, except that Class A units held by Non-Company LPs bore a Founders Equity Share (as described below) payable to Class C unit holders, whereas Class B units did not. BG Cold held all outstanding Class C units of the Operating Partnership. Class C units provided BG Cold the right to receive a percentage distribution (“Founders Equity Share”) upon certain distributions made to Non-Company LPs who held Class A units of the Operating Partnership. Class C units also received a distribution upon certain repurchases and redemptions of Class A units of the Operating Partnership held by Non-Company LPs. On a quarterly basis, BG Cold also received an advance distribution (“Advance Distribution”) against its future Founders Equity Share based on a formulaic amount of all capital contributed to the Operating Partnership after August 3, 2020. This Advance Distribution was an advance on the Class C Founders Equity Share to be paid upon the sale, redemption, liquidation of, or other distributions to, Class A units and would offset subsequent Class C unit Founders Equity Share distributions paid in conjunction with a hypothetical sale, redemption, liquidation, or other distribution.
BG Cold received a total of $3 million and $26 million in Advance Distributions during the three and nine months ended September 30, 2024, respectively. Advance Distributions were only payable for the period through the date of the IPO.
Legacy OP Units are generally not redeemable for cash or other consideration but can be reclassified into an equal number of partnership common units at any time at the discretion of BG Lineage Holdings LHR, LLC, which serves as the representative of all Legacy OP Units. No Legacy OP Units were reclassified into partnership common units during the nine months ended September 30, 2025. During the three and nine months ended September 30, 2024, 984,103 Legacy OP Units were reclassified into partnership common units.
(d)Noncontrolling Interest in Operating Partnership - LTIP Units
The Company grants interests in the Operating Partnership to certain members of management in the form of LTIP Units. LTIP Units are a form of voting interest in the Operating Partnership which may be subject to vesting requirements. Both vested and unvested LTIP Units are accounted for as Noncontrolling interests in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity.
Vested LTIP Units may be convertible into partnership common units. LTIP Units are only eligible to be converted into partnership common units if the capital account balance of the LTIP unitholder with respect to such LTIP Units is at least equal to Lineage, Inc.’s capital account balance with respect to an equal number of partnership common units, subject to certain adjustments (“capital account equivalence”). Once the LTIP Units have reached capital account equivalence and become vested, they may be converted into partnership common units on a one-for-one basis. Partnership common units obtained after conversion from the LTIP Units are redeemable in exchange for, at the Company’s option, cash per unit equal to the market price per share of the Company’s common stock at the time of redemption or for shares of the Company’s common stock on a one-for-one basis, in each case subject to certain adjustments. Partnership common units obtained after conversion from LTIP Units may not be redeemed until the 18 month anniversary of the date that the LTIP Units were originally granted (or such longer period as may be provided in the applicable LTIP Unit award agreement).

15
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
(e)Redeemable Noncontrolling Interests - Operating Partnership Units
Certain Operating Partnership units held by Non-Company LPs were redeemable at the greater of a fixed redemption amount or fair value if certain liquidation events did not occur. As of September 30, 2025, all such units have been redeemed. During each reporting period that the units were outstanding, the Company accreted the changes in the redemption value of the redeemable noncontrolling interest over the period of issuance to the earliest redemption date and recorded an adjustment if the accreted redemption value was greater than the ASC 810 carrying value. The Company’s adjustments were recorded to Additional paid-in capital - common stock in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity because the Company was in an accumulated deficit position. These adjustments to equity are not a component of net income (loss), however, they are accounted for in the Company’s calculations of earnings (loss) per share (“EPS”) as disclosed in Note 19, Earnings (loss) per share.
In connection with the acquisition of MTC Logistics Holdings, LLC and certain real property (together with its subsidiaries, “MTC Logistics”) in 2022, the Company issued 319,006 Class A Units of the Operating Partnership with special redemption rights to the sellers of MTC Logistics. In connection with the IPO, the units were reclassified into Legacy Class A-4 OP units with similar redemption rights. These redemption rights, which had to be exercised between March 1, 2025 and April 15, 2025, allowed such holders of Legacy Class A-4 OP units to (1) redeem any or all of the Legacy Class A-4 OP units at a guaranteed floor or (2) receive a one-time top-up paid in cash or through the issuance of new Legacy Class A-4 OP units (or any combination of cash and units) in the amount by which the guaranteed minimum value exceeds the fair market value of the Legacy Class A-4 OP units (after adjusting for prior distributions on the Legacy Class A-4 OP units).
The holder of these units notified the Company of its intent to exercise its redemption rights for 219,006 units in exchange for total cash proceeds of $23 million and waive its redemption rights for the remaining 100,000 units, with a one-time top-up of $5 million paid in cash in relation to these remaining units. The holder’s election became irrevocable on April 15, 2025, upon which the Company repurchased 219,006 units of redeemable noncontrolling interest, paying $28 million to the holder, and reclassified the remaining 100,000 units to noncontrolling interests in the Operating Partnership.
In connection with the acquisition of Cherry Hill Joliet, LLC, 279 Marquette Drive, LLC, Joliet Cold Storage, LLC, and Bolingbrook Cold Storage, LLC (collectively, “JCS”) in 2021, the Company issued 941,176 Class A units of the Operating Partnership with special redemption rights to the sellers of JCS. On February 1, 2024, one of the holders of these units elected to exercise their redemption rights for 61,593 units in exchange for total proceeds of $6 million. As a result of the partial redemption, BG Cold received a distribution of $1 million in respect of Founders Equity Share. The holders waived their redemption rights for their remaining 879,583 units, and the units remained outstanding, which resulted in a reclassification of the redeemable noncontrolling interest to noncontrolling interest in the Operating Partnership. The difference between the carrying value of the redeemable noncontrolling interest and the ASC 810 carrying value for the remaining noncontrolling interest was recognized in Additional paid-in capital - common stock in the condensed consolidated statements of redeemable noncontrolling interests and equity for the nine months ended September 30, 2024.
LLH Capital Structure
The Operating Partnership owns substantially all outstanding equity interests of LLH except for those held by BG Maverick. Prior to the IPO and Formation Transactions, LLH MGMT Profits, LLC (“LLH MGMT”) and LLH MGMT Profits II, LLC (“LLH MGMT II”) also held equity interests in LLH. The equity interests held by BG Maverick, LLH MGMT, and LLH MGMT II are accounted for as Noncontrolling interests in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity.
(f)OPEUs and Class D Interests in LLH
Prior to the IPO and Formation Transactions, BG Maverick held all outstanding Class D units in LLH. Class D units in LLH were non-voting profits interests. In respect of these interests, BG Maverick was entitled to receive a formulaic annual amount of income and profits that was payable only in a liquidity event.

16
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
As a result of the IPO and Formation Transactions, the Class D units in LLH held by BG Maverick became payable. The Company recognized an expense of $185 million associated with the Class D interests in LLH during the three months ended September 30, 2024. In addition, the previous operating services agreement between LLH and Bay Grove was terminated, and Bay Grove’s right to receive distributions in respect of Class D units in LLH was suspended in exchange for a one-time increase of $200 million (the “Internalization”). These amounts are included within Acquisition, transaction, and other expense in the condensed consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2024.
Operating Partnership Equivalent Units (“OPEUs”) are a voting capital interest in LLH which are similar in all material respects to the common units of LLH held by the Operating Partnership. At any time beginning after July 24, 2026, any holder of OPEUs may require that the Operating Partnership exchange the OPEUs for partnership common units on a one-for-one basis. OPEUs are recorded as Noncontrolling interests in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity based on their relative ownership in LLH.
In connection with the Formation Transactions, LLH repurchased 986,842 OPEUs from BG Maverick in exchange for cash proceeds of $75 million. The excess of this redemption payment over the carrying value of the OPEUs was recognized in Additional paid-in capital in the condensed consolidated statements of redeemable noncontrolling interests and equity for the three months ended September 30, 2024.
As of September 30, 2025, there were 1,461,148 OPEUs outstanding, which represents 0.6% ownership in LLH.
Other Noncontrolling interests
Certain subsidiaries of LLH have also issued equity interests to third parties. All of these equity interests are accounted for as Noncontrolling interests in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity.
(g)Noncontrolling Interests in Other Consolidated Subsidiaries
Noncontrolling interests in Other Consolidated Subsidiaries include entities other than the Operating Partnership in which the Company has a controlling interest but which are not wholly owned by the Company. Third parties own the following interests in the below Other Consolidated Subsidiaries:
September 30, 2025 December 31, 2024
Cool Port Oakland Holdings, LLC 13.3  % 13.3  %
Lineage Jiuheng Logistics (HK) Group Company Ltd. 40.0  % 40.0  %
Kloosterboer BLG Coldstore GmbH 49.0  % 49.0  %
Turvo India Pvt. Ltd. 1.0  % 1.0  %
In addition to the third-party interests detailed above, Noncontrolling interests in Other Consolidated Subsidiaries also include Series A Preferred shares issued by each of the Company’s REIT subsidiaries to third-party investors. The Company’s REIT subsidiaries had an aggregate amount of 373 Series A Preferred shares held by third parties outstanding as of both September 30, 2025 and December 31, 2024.
(h)Convertible Redeemable Noncontrolling Interests - Kloosterboer Preference Shares
In 2021, the Company issued non-voting preferred equity instruments (“Preference Shares”) to the seller (the “Co-Investor”) in connection with the Company’s acquisition of Kloosterboer Group B.V. and its subsidiaries (“Kloosterboer”). As of both September 30, 2025 and December 31, 2024, there were 2,214,553 Preference Shares outstanding. Upon completion of the IPO, the Preference Shares were reclassified in the condensed consolidated balance sheets from Redeemable noncontrolling interests to Other long-term liabilities based on the fair value of the liability at the time of reclassification.

17
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
See Note 14, Other long-term liabilities for their carrying value. During the three and nine months ended September 30, 2024, the Company recorded net redeemable noncontrolling interest adjustments, representing the effect of foreign currency on the carrying amount and accrued dividends payable.
(i)Redeemable Noncontrolling Interests - Operating Subsidiaries
In August 2023, the Company acquired a 75.0% ownership in Ha Noi Steel Pipe Joint Stock Company (“SK Logistics”). On each of September 30, 2025 and September 30, 2026, the noncontrolling shareholders have the right to sell the remaining 25.0% of SK Logistics to the Company at a formulaic price based on certain financial metrics of SK Logistics in the preceding calendar year. This right expires, if not exercised, on September 30, 2026. The noncontrolling shareholders did not exercise this right on September 30, 2025. On August 1, 2025, the Company provided a letter of intent to purchase substantially all of the noncontrolling shareholders’ shares in SK Logistics.
The noncontrolling shareholders’ interests in SK Logistics are presented within Redeemable noncontrolling interests in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity. The Company accretes the changes in the redemption value of the redeemable noncontrolling interests over the period of issuance to the earliest redemption date and, if necessary, records an adjustment to the redeemable noncontrolling interests. The Company’s adjustments are recorded to Additional paid-in capital - common stock in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity. In accordance with ASC 810, the value is adjusted to reflect the lower of the redemption value or the ASC 810 value, which represents the floor. During nine months ended September 30, 2025, previously recorded accretion of $4 million was reversed to reflect a decline in redemption value to its ASC 810 value.

18
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
Below is a summary of all activity for the Company’s redeemable noncontrolling interests, which are discussed in further detail above.
(in millions) Redeemable Noncontrolling Interests - Operating Partnership Units Convertible Redeemable Noncontrolling Interests - Preference Shares Redeemable Noncontrolling Interest - Operating Subsidiaries Total Redeemable Noncontrolling Interests
Balance as of December 31, 2023 $ 120  $ 221  $ 8  $ 349 
Distributions (1) —  —  (1)
Redemption of redeemable noncontrolling interests (6) —  —  (6)
Expiration of redemption option (92) —  —  (92)
Redeemable noncontrolling interest redemption value adjustment 6  —  —  6 
Balance as of March 31, 2024 27  221  8  256 
Redeemable noncontrolling interest redemption value adjustment —  4  —  4 
Accretion of redeemable noncontrolling interests 1  —  1  2 
Balance as of June 30, 2024 28  225  9  262 
Reclassification of the Preference Shares —  (229) —  (229)
Redeemable noncontrolling interest redemption value adjustment —  4  —  4 
Accretion of redeemable noncontrolling interests 2  —  1  3 
Net income (loss) (1) —  —  (1)
Balance as of September 30, 2024 $ 29  $ —  $ 10  $ 39 
(in millions) Redeemable Noncontrolling Interests - Operating Partnership Units Convertible Redeemable Noncontrolling Interests - Preference Shares Redeemable Noncontrolling Interest - Operating Subsidiaries Total Redeemable Noncontrolling Interests
Balance as of December 31, 2024 $ 32  $ —  $ 11  $ 43 
Redeemable noncontrolling interest redemption value adjustment 2  —  (4) (2)
Balance as of March 31, 2025 34  —  7  41 
Redemption of redeemable noncontrolling interests (28) —  —  (28)
Expiration of redemption option (6) —  —  (6)
Balance as of June 30, 2025 —  —  7  7 
Balance as of September 30, 2025 $ —  $ —  $ 7  $ 7 

19
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
Below is a summary of all activity for the Company’s noncontrolling interests, which are discussed in further detail above.
(in millions) Operating Partnership Units Noncontrolling Interests in Other Consolidated Subsidiaries Management Profits Interests Class C Units Noncontrolling Interest in Other Consolidated Subsidiaries - OPEU Total Noncontrolling Interests
Balance as of December 31, 2023 $ 598  $ 15  $ 9  $ —  $ 622 
Distributions (11) (1) —  —  (12)
Stock-based compensation —  —  2  —  2 
Other comprehensive income (loss) (8) —  —  —  (8)
Expiration of redemption option 27  —  —  —  27 
Net income (loss) (5) 1  (4) —  (8)
Reallocation of noncontrolling interests 7  —  —  —  7 
Balance as of March 31, 2024 608  15  7  —  630 
Distributions (12) —  —  —  (12)
Stock-based compensation —  —  2  —  2 
Other comprehensive income (loss) (3) —  —  —  (3)
Net income (loss) (8) —  (4) —  (12)
Reallocation of noncontrolling interests 9  —  —  —  9 
Balance as of June 30, 2024 594  15  5  —  614 
Distributions ($0.38 per OP Unit and OPEU)
 (12) —  —  (1) (13)
Stock-based compensation 13  —  —  —  13 
Other comprehensive income (loss) 8  —  —  —  8 
Conversion of Management Profits Interests Class C units 66  —  (5) —  61 
Redemption of OPEUs —  —  —  (29) (29)
Reimbursement of Advance Distributions 198  —  —  —  198 
Issuance of OPEUs and settlement of Class D Units —  —  —  73  73 
Net income (loss) (54) —  —  (3) (57)
Reallocation of noncontrolling interests 172  —  —  17  189 
Balance as of September 30, 2024 $ 985  $ 15  $ —  $ 57  $ 1,057 

20
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
(in millions) Operating Partnership Units Noncontrolling Interests in Other Consolidated Subsidiaries Noncontrolling Interest in Other Consolidated Subsidiaries - OPEU Total Noncontrolling Interests
Balance as of December 31, 2024 $ 944  $ 14  $ 55  $ 1,013 
Distributions ($0.53 per OP Unit and OPEU)
 (13) —  (1) (14)
Stock-based compensation 21  —  —  21 
Other comprehensive income (loss) 5  —  —  5 
Reallocation of noncontrolling interests (6) —  —  (6)
Balance as of March 31, 2025 951  14  54  1,019 
Distributions ($0.53 per OP Unit and OPEU)
 (12) —  (1) (13)
Stock-based compensation 7  —  —  7 
Other comprehensive income (loss) 17  —  1  18 
Expiration of redemption option 6  —  —  6 
Net income (loss) (1) —  —  (1)
Reallocation of noncontrolling interests (7) —  —  (7)
OP Units reclassification (7) —  —  (7)
Balance as of June 30, 2025 954  14  54  1,022 
Distributions ($0.53 per OP Unit and OPEU)
 (14) —  (1) (15)
Stock-based compensation 17  —  —  17 
Other comprehensive income (loss) (4) —  —  (4)
Net income (loss) (11) —  (1) (12)
Reallocation of noncontrolling interests (10) —  —  (10)
OP Units reclassification (3) —  —  (3)
Balance as of September 30, 2025 $ 929  $ 14  $ 52  $ 995 
In the tables above, for the period after the IPO and Formation Transactions, Operating Partnership Units include Partnership common units held by Non-Company LPs, Legacy OP Units held by Non-Company LPs, and LTIP Units held by Non-Company LPs. For the period before the IPO and Formation Transactions, Operating Partnership Units include Class A, Class B, and Class C units of the Operating Partnership held by Non-Company LPs.
Dividends and Distributions
The following table summarizes dividends declared to common stockholders during the current period and dividends accrued as of December 31, 2024.
Quarter Ended Record Date Payment Date Dividend per Common Share Dividend Payment (in millions)
December 31, 2024 December 31, 2024 January 21, 2025 $ 0.5275  $ 120 
March 31, 2025 March 31, 2025 April 21, 2025 $ 0.5275  $ 120 
June 30, 2025 June 30, 2025 July 21, 2025 $ 0.5275  $ 121 
September 30, 2025 September 30, 2025 October 21, 2025 $ 0.5275  $ 120 
Concurrently with the declaration of the dividend on common stock, Lineage, Inc., as general partner of the Operating Partnership, authorized the Operating Partnership to make distributions to the holders of partnership common units, Legacy OP Units, and LTIP Units. The Operating Partnership also makes tax payments on behalf of its partners, which constitute additional insignificant distributions. The Operating Partnership, as managing member of LLH, authorized LLH to make distributions to the Operating Partnership and to the holders of OPEUs. Additionally, restricted stock units (“RSUs”) accrue dividend equivalents as the Company declares dividends on its common stock, and upon the vesting of the RSUs, the plan participant receives the dividend payment.

21
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
In the condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024, all unpaid dividend and distribution amounts which will be paid within one year are included in Accrued dividends and distributions, and all unpaid dividend and distribution amounts which will be paid in more than one year are included within Other long-term liabilities. The only amounts which will be payable in more than one year are those payable with respect to dividend equivalents for RSUs which vest in more than one year.
Put Options
In connection with the Formation Transactions, the Company executed a put option agreement, which provides special redemption rights and top-up rights, each as defined below, that mirror the rights of certain classes of BGLH equity interests (the “Put Options”). Pursuant to the Put Options, BGLH has the right to either:
–Distribute, in various installments from September 2024 through December 2025 (the “Put Option Exercise Window”) up to 2,036,738 shares of the Company’s common stock held by BGLH to certain holders of BGLH equity interests, and these holders then have the individual right to cause the Company to purchase any or all of these shares for an amount equal to a contractual guaranteed minimum price or, in some cases, if greater, the then-current fair market value of the shares of the Company’s common stock as of a specified date.
–In some cases, demand a top-up through a cash payment or through the issuance of additional shares of the Company’s common stock in exchange for no proceeds, or any combination thereof, in an amount equal to the amount by which the contractual guaranteed minimum price exceeds the then current fair market value of shares of the Company’s common stock at specified times during the Put Option Exercise Window.
The contractual guaranteed minimum price will be reduced by any distributions received by the holders of the BGLH equity interests, which are paid by BGLH using funds received by BGLH from payments of dividends by the Company. The Company has assessed the Put Options as freestanding financial instruments which are classified as liabilities under ASC 480, because the Put Options represent written put options on the Company’s common stock which may be net cash settled or net share settled. Upon the execution of the put option agreement, the Company recorded liabilities for the Put Options based on fair value, with an offsetting charge to Retained earnings (accumulated deficit) in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity during the year ended December 31, 2024. The associated liabilities are recorded in Accounts payable and accrued liabilities in the condensed consolidated balance sheets.
A summary of the outstanding Put Options, by Put Option Exercise Window, as of September 30, 2025 is as follows:
(in millions, except number of shares) Shares subject to Put Option Intrinsic Value Maximum Redemption Value
September 1, 2025 to September 8, 2025 1,058,328  $ 80  $ 124 
October 3, 2025 to October 10, 2025 111,713  13  18 
Total 1,170,041  $ 93  $ 142 
In the table above, intrinsic value represents the amount that would be paid as of September 30, 2025 to settle the Put Option. Intrinsic value represents the excess of the contractual guaranteed minimum price over the fair market value of the Company’s common shares, each as defined in the put option agreement. The maximum redemption value represents the maximum amount that the Company could be required to pay to redeem the associated shares, assuming the Company’s common shares had a fair value of zero.
The Company calculates the fair value of the Put Options utilizing a Monte Carlo simulation to estimate the ultimate Company obligation during the Put Option Exercise Window. For each simulated path, the market price of the shares of the Company’s common stock relative to the contractual guaranteed minimum price is estimated during the Put Option Exercise Window, which determines the Company’s obligation under each Put Option. The fair value of the Put Options is the average discounted obligation across all simulation paths. The Company remeasures this liability at fair value on a recurring basis, and adjustments to the fair value are recorded within Acquisition, transaction, and other expense in the condensed consolidated statements of operations and comprehensive income (loss).

22
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
The following table includes a rollforward of the Put Options classified as Level 3 in the fair value hierarchy.
(in millions) Put Options
Balance as of December 31, 2024 $ 107 
Fair value adjustments 2 
Balance as of March 31, 2025 109 
Fair value adjustments 26 
Unrealized foreign currency translation adjustment 7 
Reclassification out of Level 3 (50)
Balance as of June 30, 2025 92 
Fair value adjustments 2 
Unrealized foreign currency translation adjustment (1)
Reclassification out of Level 3 (80)
Balance as of September 30, 2025 $ 13 
In September 2025, a Put Option with an Exercise Window of September 1, 2025 to September 8, 2025 was exercised. As such, the related liability was reclassified out of Level 3 fair value hierarchy to Level 1, as it is based on known inputs, including the market price of the shares of the Company’s common stock. This Put Option is expected to settle in the fourth quarter of 2025, with a total expected cash payment of $124 million, $80 million of which represents the excess of the repurchase proceeds over the fair market value of the Company’s common shares and will be a reduction to the Put Option liability.
In June 2025, a Put Option with an Exercise Window of June 1, 2025 to June 6, 2025 was exercised. As such, the related liability was reclassified out of Level 3 fair value hierarchy to Level 1, as it is based on known inputs, including the market price of the shares of the Company’s common stock. This Put Option settled on August 5, 2025. As a result of the settlement, the Company made a cash payment of $78 million, $50 million of which represents the excess of the repurchase proceeds over the fair market value of the Company’s common shares and is a reduction to the Put Option liability.
On November 4, 2024, a Put Option with an Exercise Window of September 1, 2024 to October 16, 2024 was settled. As a result of this settlement, the Company repurchased 221,821 shares of its common stock in exchange for cash payment of $26 million. The Company also made a top-up payment in cash of $1 million with respect to 28,854 shares of its common stock.
Subsequent to September 30, 2025, a Put Option with an Exercise Window of October 3, 2025 to October 10, 2025 was exercised. It is expected to settle in the fourth quarter of 2025, with a total expected cash payment of $18 million.

23
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
(3)Revenue
The following table disaggregates the Company’s net revenues by major stream and reportable segment.
Three Months Ended September 30, Nine Months Ended September 30,
(in millions) 2025 2024 2025 2024
Warehousing operations $ 883  $ 864  $ 2,581  $ 2,602 
Warehouse lease revenues 60  66  211  202 
Managed services 65  37  119  88 
Other 5  5  16  15 
Total Global Warehousing 1,013  972  2,927  2,907 
Transportation 186  194  572  603 
Food sales 52  55  157  163 
Redistribution revenues 57  51  170  150 
E-commerce and other 46  44  133  122 
Railcar lease revenues 23  19  60  56 
Total Global Integrated Solutions 364  363  1,092  1,094 
Total net revenues $ 1,377  $ 1,335  $ 4,019  $ 4,001 
The Company has no material warranties or obligations for allowances, refunds, or other similar obligations. As a practical expedient, the Company does not assess whether a contract has a significant financing component, as the period between the transfer of service to the customer and the receipt of customer payment is less than a year.
As of September 30, 2025, the Company had $1,287 million of remaining unsatisfied performance obligations from contracts with customers subject to a non-cancellable term and within contracts that have an original expected duration exceeding one year. These obligations also do not include variable consideration beyond the non-cancellable term, which, due to the inability to quantify by estimate, is fully constrained. The Company expects to recognize 22.7% of these remaining performance obligations as revenue over the next 12 months and the remaining 77.3% to be recognized over a weighted average period of 9.5 years through 2043.
Accounts receivable balances related to contracts with customers were $739 million and $719 million as of September 30, 2025 and December 31, 2024, respectively.
Deferred revenue balances related to contracts with customers were $84 million and $81 million as of September 30, 2025 and December 31, 2024, respectively. Substantially all revenue that was included in the deferred revenue balance at the beginning of 2025 has been recognized as of September 30, 2025 and represents revenue from the satisfaction of storage and handling services billed in advance.
(4)Business combinations, asset acquisitions, and divestitures
2025 Business Combinations
The following acquisitions took place during the nine months ended September 30, 2025. The initial accounting for these business combinations has been completed on a preliminary basis. The primary areas of acquisition accounting that are not yet finalized relate to the valuation of all acquired real estate assets, intangible assets, and related income tax assets and liabilities and opening net working capital. The Company’s estimates and assumptions are subject to change during the measurement period, not to exceed one year from the acquisition date, and actual values may materially differ from the preliminary estimates. There were no material measurement period adjustments during the nine months ended September 30, 2025. The Company’s condensed consolidated statements of operations and comprehensive income (loss), redeemable noncontrolling interests and equity, and cash flows include the results of operations for these acquired businesses since the date of acquisition, which were not material.

24
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
Pro forma results of operations have not been presented because those effects of 2025 acquisitions, individually and in the aggregate, were not material to the Company’s consolidated results of operations.
The following table summarizes the total consideration and the estimated fair value of the assets acquired and liabilities assumed for business combinations made by the Company in the current period, inclusive of any measurement period adjustments.
(in millions) Bellingham Cold Storage Other
Fair value of consideration transferred
Cash consideration (1)
 $ 119  $ 60 
Total consideration $ 119  $ 60 
Recognized amounts of identifiable assets acquired and liabilities assumed
Cash and cash equivalents $ 6  $ 1 
Accounts receivable, net, prepaid expenses, and other current assets 3  1 
Property, plant, and equipment 102  47 
Right-of-use assets and other non-current assets 10  1 
Customer relationships (included in other intangible assets) 10  5 
Accounts payable, accrued liabilities, and other current liabilities (5) (1)
Lease obligations and other non-current liabilities (11) — 
Deferred income tax liabilities —  (3)
Total identified net assets $ 115  $ 51 
Goodwill $ 4  $ 9 
(1) Cash consideration includes immaterial contingent consideration.
(a)Bellingham Cold Storage
On April 1, 2025, the Company purchased three warehouse campuses of Bellingham Cold Storage (“BCS”) through an asset purchase agreement. BCS is a leading provider of temperature-controlled warehousing and logistics solutions. The acquisition of the BCS assets allows the Company to expand its warehousing network in the Pacific Northwest and adds a footprint at the Port of Bellingham.
The goodwill associated with this acquisition is primarily attributable to the synergies and strategic benefits of strengthening the Company’s warehousing network offerings in the region and was allocated to the Company’s Global Warehousing segment. The goodwill for income tax purposes is immaterial.
(b)Other
During the nine months ended September 30, 2025, the Company completed other business combinations to expand the Company’s growth and strengthen the Company’s warehousing network in Canada and Norway. The goodwill associated with these acquisitions is primarily attributable to the synergies and strategic benefits provided by the expansion of the Company’s offerings in those regions and was allocated to the Company’s Global Warehousing segment.

25
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
2025 Real Estate Acquisitions
(a)Houston, Texas purchase option
On September 27, 2024, the Company provided notice to the lessor of its intention to exercise a purchase option contained in the lease agreement. The purchase option was executed in April 2025 for $90 million.
(b)Tyson Foods
In April 2025, the Company entered into an agreement to acquire four cold storage warehouses and other related assets from Tyson Foods for $256 million in cash, which closed on June 2, 2025. Additionally, concurrently with the closing of this transaction, the Company entered into an agreement to design, build, and operate two fully automated cold storage warehouses, with Tyson Foods as the anchor customer. The Company expects to incur costs of approximately $740 million to construct these new warehouses.
Updates Relating to Prior Period Acquisitions
(a)On August 2, 2022, the Company acquired all the outstanding equity interests of VersaCold GP Inc., 1309266 BC ULC and VersaCold Acquireco, L.P. and its subsidiaries, including the operating entity VersaCold Logistics Services (collectively “VersaCold”). Included in cash consideration transferred was a liability assumed by the Company to be paid to the Canadian Revenue Agency (“CRA”) on behalf of the sellers. During both the three and nine months ended September 30, 2025, the Company paid $3 million to the CRA. During the three and nine months ended September 30, 2024, the Company paid $28 million and $39 million to the CRA, respectively. The amount owed to the CRA was $1 million and $4 million as of September 30, 2025 and December 31, 2024, respectively, and is presented in Accounts payable and accrued liabilities in the condensed consolidated balance sheets.
2025 Divestiture
(a)Spain Transportation
On July 11, 2025, the Company, as part of its continued focus on profitability, entered into an agreement to divest Lineage Spain Transportation S.L.U. (“Spain Transportation”), which represented substantially all of the Company’s transportation business in Spain. The transaction closed on August 29, 2025. The sale included immaterial cash consideration and certain contingent consideration that may be due to the Company upon a subsequent disposition of the business by the acquirer. As of September 30, 2025, the estimated value of this consideration was immaterial. Spain Transportation provides international food transport services covering Belgium, France, Germany, Italy, the Netherlands, Portugal, and the United Kingdom, and was included in the Integrated Solutions segment. The Company recorded a loss on the divestiture of $60 million during the three months ended September 30, 2025 included in Other nonoperating income (expense), net in the condensed consolidated statements of operations and comprehensive income (loss).

26
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
(5)Goodwill and other intangible assets, net
Changes in the carrying amount of goodwill for each reportable segment for the nine months ended September 30, 2025 are as follows:
(in millions) Global Warehousing Global Integrated Solutions Total
Balance as of December 31, 2024 $ 2,704  $ 634  $ 3,338 
Goodwill acquired 11  —  11 
Measurement period adjustments (1)
 4  —  4 
Impairment —  (28) (28)
Foreign currency translation and other 127  21  148 
Balance as of September 30, 2025 $ 2,846  $ 627  $ 3,473 
(1) Primarily related to BCS and ColdPoint Logistics Warehouse, LLC and ColdPoint Logistics Real Estate, LLC (collectively referred to as “ColdPoint Logistics”).
Goodwill is tested for impairment on an annual basis as of October 1. Interim testing is performed more frequently if events or circumstances indicate that it is more-likely-than-not that a reporting unit’s fair value is below its carrying value. Due to the sale of Spain Transportation (see Note 4, Business combinations, asset acquisitions, and divestitures) during the three months ended September 30, 2025, the Company determined that the impacted reporting unit more likely than not had a fair value below its carrying value. As such, the Company performed a quantitative impairment assessment for that reporting unit. The reporting unit’s fair value was estimated using a combination of equally weighted income approach and market approach, utilizing the discounted cash flow method and guideline public company method, respectively. The Company utilized third-party valuation specialists and used industry accepted valuation models in calculating the reporting unit’s fair value estimate. The analysis required the Company to make several estimates, including projected future revenue growth, operating costs and profitability, capital requirements, and discount rate, which are Level 3 unobservable inputs in the fair value hierarchy. Significant increases or decreases in these projections, which have a net impact on the estimated cash flows, would have resulted in significantly lower or higher fair value measurement. Other inputs included market EBITDA (defined as earnings before interest, taxes, depreciation, and amortization) multiples, which are based on publicly available data of similar companies.
Based on the results of the quantitative assessment, the Company recorded a $28 million goodwill impairment for the three and nine months ended September 30, 2025, which is presented in Restructuring, impairment, and (gain) loss on disposals on the condensed consolidated statements of operations and comprehensive income (loss). No impairment was identified or recognized for the three or nine months ended September 30, 2024.
The following are the Company’s total other intangible assets:
September 30, 2025 December 31, 2024
(in millions) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Useful Life (Years)
Customer relationships $ 1,507  $ (490) $ 1,017  $ 1,445  $ (418) $ 1,027 
 5 - 28
In-place leases 87  (22) 65  89  (21) 68 
4 - 31
Technology 32  (11) 21  32  (8) 24  10
Trade names 9  (7) 2  9  (7) 2 
1 - 15
Other 28  (17) 11  18  (12) 6 
3 - 17
Other intangible assets $ 1,663  $ (547) $ 1,116  $ 1,593  $ (466) $ 1,127 

27
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
During the nine months ended September 30, 2025, the Company derecognized fully-amortized intangible assets and the associated accumulated amortization totaling $21 million. The Company did not derecognize any fully-amortized intangible assets during the three months ended September 30, 2025. During the three and nine months ended September 30, 2024, the Company derecognized fully-amortized intangible assets and associated accumulated amortization totaling $2 million and $22 million, respectively.
Customer relationships and other intangible assets acquired during the nine months ended September 30, 2025 have a weighted-average amortization period of 10 years and 3 years, respectively.
(6)Property, plant, and equipment
Property, plant, and equipment, net consists of the following:
(in millions) September 30, 2025 December 31, 2024 Estimated Useful Life (Years)
Buildings, building improvements, and refrigeration equipment $ 9,428  $ 8,759 
1 — 40
Land and land improvements 1,659  1,530 
15 — Indefinite
Machinery and equipment 1,652  1,578 
5 — 20
Railcars 545  549 
7 — 50
Furniture, fixtures, equipment, and software 737  669 
1 — 7
Gross property, plant, and equipment 14,021  13,085 
Less accumulated depreciation (3,377) (2,854)
Construction in progress 610  396 
Property, plant, and equipment, net $ 11,254  $ 10,627 
For the three and nine months ended September 30, 2025, the Company recorded impairment charges related to property, plant, and equipment of $1 million and $2 million, respectively.
For the three and nine months ended September 30, 2024, the Company recorded impairment charges related to property, plant, and equipment of $4 million and $33 million, respectively. Of these, $1 million and $25 million, respectively, was related to losses from the warehouse fire in Kennewick, Washington (refer to Note 17, Commitments and contingencies for details).
Impairment charges are included in Restructuring, impairment, and (gain) loss on disposals in the condensed consolidated statements of operations and comprehensive income (loss).
(7)Prepaid expenses and other current assets
(in millions) September 30, 2025 December 31, 2024
Prepaid expenses $ 105  $ 58 
Current interest rate derivative assets 20  — 
Other current assets 58  39 
Prepaid expenses and other current assets $ 183  $ 97 
(8)Income taxes
The Company’s provision for income taxes is based upon an estimated annual tax rate for the year applied to U.S. federal, U.S. state, and foreign income. Significant discrete items that are not consistent from period to period are recorded to Income tax expense (benefit) in the quarter in which they occur.

28
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
The Company’s effective tax rate for the three and nine months ended September 30, 2025 was (10.9)% and (11.2)%, respectively. The Company’s effective tax rate for the three and nine months ended September 30, 2024 was 7.7% and 6.7%, respectively. The annual effective tax rates differ from the U.S. statutory rate primarily due to the Company’s status as a REIT for U.S. federal income tax purposes, variations in tax rates applicable to foreign income, the generation of income tax credits, financial statement losses for which no tax benefit was recognized, and the impact of nondeductible expenses, including stock-based compensation and interest expense.
During the three months ended September 30, 2024, the Company released a valuation allowance established on deferred tax assets attributable to existing net operating losses carryforwards and tax credits in the U.S., resulting in an income tax benefit of $24 million. The release of the valuation allowance was due to the Company’s internal restructurings. In assessing the realizability of the Company’s deferred tax assets and the appropriateness of the remaining valuation allowances, management continues to consider the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax-planning strategies.
On July 4, 2025, the One Big Beautiful Bill Act of 2025 was signed into U.S. law, which includes a broad range of tax reforms, including those that affect the taxation of REITs and their investors. Most notably, for years beginning on or after January 1, 2026, the new law relaxed the REIT asset test requirement with respect to taxable REIT subsidiaries, providing that not more than 25% of the gross value of a REIT’s assets may be represented by securities of one or more taxable REIT subsidiaries, as compared to the previous 20% rule. It also permanently extended the section 199A pass-through qualified business income deduction, allowing certain individuals, trusts, and estates to deduct 20% of qualified REIT dividends. No significant impact of this new law on the condensed consolidated financial statements for the three or nine months ended September 30, 2025 has been noted. The Company will continue to evaluate the impact on the consolidated financial statements as certain provisions come into effect or more information becomes available.
(9)Debt
(in millions) September 30, 2025 December 31, 2024
Unsecured credit facilities $ 3,199  $ 2,772 
Senior unsecured notes 1,770  1,665 
5.25% Notes
 500  — 
Secured debt 497  522 
Unsecured term loans 2  17 
Total debt 5,968  4,976 
Less current portion long-term debt (22) (56)
Less deferred financing costs (15) (13)
Less discount on debt issued (5) — 
Less below-market debt (1) (4)
Plus above-market debt —  3 
Total long-term debt, net $ 5,925  $ 4,906 
(a)Unsecured Credit Facilities
i.Credit Agreement - Revolving Credit Facility and Term Loan A
Originally entered into on December 22, 2020, and subsequently amended, the Company has an unsecured revolving credit and term loan agreement (collectively, the “Credit Agreement”) consisting of a multi-currency revolving credit facility (the “Revolving Credit Facility” or “RCF”) and a USD denominated term loan (the “Term Loan A” or “TLA”) with various lenders.
Effective February 15, 2024, the Company amended and restated the Credit Agreement increasing the Company’s borrowing capacity under the existing Revolving Credit Facility from $2,625 million to $3,500 million and decreasing the total commitment under the Term Loan A from $1,875 million to $1,000 million.

29
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
This pay down of $875 million on the Term Loan A was completed using funds available on the Revolving Credit Facility.
In connection with the February 2024 refinancing of the Credit Agreement, the Company incurred total fees and expenses of $34 million, of which $31 million was capitalized as deferred financing costs, $2 million was recognized as an immediate loss on extinguishment of debt, and $1 million was recognized in General and administrative expense as third-party costs related to a debt modification. Of the capitalized $31 million in deferred financing costs, $26 million related to the Revolving Credit Facility and $5 million related to the Term Loan A, which are presented in Other assets and Long-term debt, net, respectively, in the condensed consolidated balance sheets. In addition, the Company recognized an additional $5 million in loss on extinguishment of debt related to unamortized deferred financing costs for the portions of the Credit Agreement determined to be extinguished.
The following table provides the details of the Credit Agreement:
September 30, 2025 December 31, 2024
(in millions)
Contractual Interest Rate (1)
 Borrowing Currency Amount Carrying Amount (USD)
Contractual Interest Rate (1)
 Borrowing Currency Amount Carrying Amount (USD)
Term Loan A
USD
SOFR+0.93%
 1,000  $ 1,000 
SOFR+0.93%
 1,000  $ 1,000 
Revolving Credit Facility
USD
SOFR+0.93%
 1,545  1,545 
SOFR+0.93%
 1,535  1,535 
EUR
EURIBOR+0.93%
 378  443 
EURIBOR+0.93%
 55  57 
AUD
BBSW+0.93%
 122  80 
BBSW+0.93%
 126  78 
NZD
BKBM+0.93%
 127  74 
BKBM+0.93%
 106  60 
DKK
CIBOR+0.93%
 155  24 
CIBOR+0.93%
 250  35 
NOK
NIBOR+0.93%
 150  15 
NIBOR+0.93%
 —  — 
CAD
CORRA+0.93%
 25  18 
CORRA+0.93%
 10  7 
Total Revolving Credit Facility $ 2,199  $ 1,772 
(1) SOFR = for purpose of the above instruments, the term “SOFR” refers to the Term Secured Overnight Financing Rate plus 0.1% (or “Adjusted Term SOFR”), EURIBOR = Euro Interbank Offered Rate, BBSW = Bank Bill Swap Rate, BKBM = Bank Bill Reference Rate, CIBOR = Copenhagen Interbank Offered Rate, NIBOR = Norwegian Interbank Offered Rate, CORRA = for purpose of the above instruments, the term “CORRA” refers to the Canadian Overnight Repo Rate Average plus 0.29547% (or “Adjusted Term CORRA”).
There were $65 million in letters of credit issued on the Company’s Revolving Credit Facility as of September 30, 2025 and $66 million as of December 31, 2024.
ii.Delayed-draw term loan facility
On February 15, 2024, the Company entered into an unsecured delayed-draw term loan facility (“DDTL”) with a borrowing capacity of up to $2,400 million. On April 9, 2024, the Company drew $2,400 million under the DDTL and used the proceeds to pay off the remaining outstanding adjustable rate multi-property loan CMBS 4 (“CMBS 4”). On July 26, 2024, the Company used a portion of the net proceeds from the IPO to repay in full the remaining outstanding DDTL principal balance.
(b)Senior Unsecured Notes
On August 20, 2021, and on August 15, 2022, the Company issued a series of fixed-rate guaranteed, senior unsecured notes with various maturities pursuant to a private placement financing (“Senior Unsecured Notes”). Interest on these notes is due semi-annually in August and February.

30
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
The table below summarizes the balances and terms of the Senior Unsecured Notes:
(in millions, except interest rates) Borrowing Currency Amount
Interest rate
Maturity date
 September 30, 2025 December 31, 2024
Series A Senior  Notes         $300 2.22% 8/20/2026 $ 300  $ 300 
Series B Senior  Notes     $375 2.52% 8/20/2028 375  375
Series C Senior Notes     €128 0.89% 8/20/2026 150  133
Series D Senior Notes     €251 1.26% 8/20/2031 294  262
Series E Senior Notes     £145 1.98% 8/20/2026 195  182
Series F Senior Notes     £130 2.13% 8/20/2028 175  163
Series G Senior Notes     €80 3.33% 8/20/2027 93  83
Series H Senior Notes     €110 3.54% 8/20/2029 129  115
Series I Senior Notes     €50 3.74% 8/20/2032 59  52
Total Senior Unsecured Notes $ 1,770  $ 1,665 
Some of the Senior Unsecured Notes are set to mature in August 2026 and continue to be presented in Long-term debt, net in the condensed consolidated balance sheets, as the Company has the intent and ability to refinance the obligation on a long-term basis prior to its maturity using the RCF capacity.
(c)5.25% Notes
On June 17, 2025, the Operating Partnership issued $500 million aggregate principal amount of senior notes due July 15, 2030 (the “5.25% Notes”). The 5.25% Notes are fully and unconditionally guaranteed by Lineage, Inc., Lineage Logistics Holdings, LLC, and certain other subsidiaries of the Company that guarantee or are otherwise obligated in respect of the Credit Agreement (other than the Operating Partnership and any excluded subsidiaries). The 5.25% Notes bear interest at a rate of 5.25% per year, and interest is payable on January 15 and July 15 of each year, commencing January 15, 2026. The 5.25% Notes were issued at 98.991% of par. Total debt discount of $5 million and debt issuance costs of $5 million, which were capitalized as deferred financing costs, related to the 5.25% Notes were recorded in Long-term debt, net in the condensed consolidated balance sheets as of September 30, 2025.
The Operating Partnership may redeem the 5.25% Notes in whole or in part, at any time and from time to time, prior to June 15, 2030, at the Operating Partnership’s option and sole discretion, at a redemption price equal to the greater of: (i) the sum of the present values of the remaining scheduled payments of principal and interest thereon (as calculated pursuant to the terms of the indenture governing the 5.25% Notes); and (ii) 100% of the principal amount of the notes being redeemed, plus, in either case, accrued and unpaid interest thereon to, but excluding, the redemption date. On or after June 15, 2030, the Operating Partnership may redeem the 5.25% Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 5.25% Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date.
The 5.25% Notes require that the Operating Partnership maintain total unencumbered assets of not less than 150% of the aggregate principal amount of all outstanding unsecured debt of the Operating Partnership and its subsidiaries, as determined on a consolidated basis. The 5.25% Notes also contain certain financial covenants required, including:
•A maximum total indebtedness to total assets ratio of less than 0.60 to 1.00
•A maximum total secured indebtedness to total assets ratio of less than 0.40 to 1.00; and
•A minimum interest coverage ratio of not less than 1.50 to 1.00.
The Company was in compliance with all financial covenants as of September 30, 2025.

31
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
(d)Secured Debt
As of September 30, 2025, the total balance of $497 million was comprised of three secured promissory notes with MetLife Real Estate Lending LLC (the “Metlife Real Estate Notes”) totaling $470 million (due in 2026, 2028, and 2029) and $27 million of other fixed-rate real estate and equipment secured financing agreements with various lenders maturing between 2025 and 2034. One of the Metlife Real Estate Notes is set to mature in January 2026 and continues to be presented in Long-term debt, net in the condensed consolidated balance sheets, as the Company has the intent and ability to refinance the obligation on a long-term basis prior to its maturity using the RCF capacity.
As of December 31, 2024, the total Secured Debt balance of $522 million was comprised of the Metlife Real Estate Notes totaling $472 million (due in 2026, 2028, and 2029) and $50 million of other fixed-rate real estate and equipment secured financing agreements with various lenders maturing between 2025 and 2034. These debt instruments are secured by various assets specific to the underlying agreement. During the nine months ended September 30, 2024, the Company had the following secured debt pay down and refinancing arrangements:
i.Adjustable rate multi-property loan CMBS 4
On May 9, 2019, the Company entered into CMBS 4 with Column Financial, Inc., Bank of America, N.A., and Morgan Stanley Bank, N.A. in the aggregate amount of $2,350 million. On April 9, 2024, the Company fully paid the remaining outstanding CMBS 4 principal balance of $2,344 million, along with $14 million in accrued interest and fees.
ii.Adjustable rate multi-property loan CMBS 5
On October 21, 2020, the Company entered into adjustable rate multi-property loan CMBS 5 with Goldman Sachs Bank USA, Morgan Stanley Bank, N.A., and JPMorgan Chase Bank, N.A. in the aggregate amount of $1,320 million. On August 9, 2024, the Company fully paid the remaining outstanding CMBS 5 principal balance of $1,298 million, along with $8 million in accrued interest and fees. As a result of the full repayment, during both the three and nine months ended September 30, 2024, the Company recorded a $4 million loss on extinguishment of debt related to the write-off of unamortized deferred financing costs previously capitalized for the CMBS 5 loan.
iii.MetLife Real Estate Lending LLC - Cool Port Oakland
On March 25, 2019, the Company entered into a loan agreement with MetLife Real Estate Lending LLC in the amount of $81 million. On February 6, 2024, the Company entered into a new $81 million loan agreement with MetLife Real Estate Lending LLC, designed as a refinancing arrangement, with a maturity date of March 5, 2029. This agreement enabled the Company to fully pay the outstanding balloon payment of $77 million associated with the previous loan due to mature on March 25, 2024. After the repayment, debt issuance fees, and other closing costs, the Company received net cash proceeds of $4 million.
iv.Wilmington Trust, National Association Loan
On September 18, 2019, the Company assumed a loan with Wilmington Trust, N. A. in the amount of $26 million, maturing on September 1, 2044, with early payment permitted beginning on June 1, 2024. On September 3, 2024, the Company fully paid the remaining outstanding principal balance of $24 million.
(e)Unsecured term loans
As of September 30, 2025 and December 31, 2024, the total balance of $2 million and $17 million, respectively, was comprised of euro denominated borrowings the Company assumed as part of a prior acquisition. The Company paid off $12 million of debt relating to the Spain Transportation business during the three months ended September 30, 2025, recognizing a $3 million loss on extinguishment of debt.
(f)Deferred financing costs
During the three and nine months ended September 30, 2025, the Company recognized amortization of deferred financing costs recorded to Interest expense, net of $3 million and $9 million, respectively. During the three and nine months ended September 30, 2024, the Company recognized amortization of deferred financing costs recorded to Interest expense, net of $5 million and $16 million, respectively.

32
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
As of September 30, 2025 and December 31, 2024, the amount of unamortized deferred financing costs in Long-term debt, net within the condensed consolidated balance sheets was $15 million and $13 million, respectively. As of September 30, 2025 and December 31, 2024, the amount of unamortized deferred financing costs in Other assets in the condensed consolidated balance sheets was $23 million and $28 million, respectively.
(10)Derivative instruments and hedging activities
(a)Risk management objective of using derivatives
The Company manages certain economic risks, including interest rate, foreign currency, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its assets and liabilities and with the use of derivative financial instruments.
(b)Cash flow hedges of interest rate and foreign currency risk
The Company’s objectives in using interest rate derivatives are to manage its exposure to interest rate movements and to mitigate the potential volatility to interest expense. To accomplish this objective, the Company primarily uses interest rate swaps and caps as part of its interest rate risk management strategy. Interest rate swaps involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Interest rate caps involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for a premium.
In addition, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future cash amounts due to changes in foreign currency rates. The impacts of these foreign currency derivative instruments on the condensed consolidated financial statements of the Company are insignificant.
(c)Designated hedges - interest rate contracts
As of September 30, 2025, the Company had the following effective interest rate derivatives that were designated as cash flow hedging instruments.
Number of Instruments Notional Effective Date Maturity Date
Interest rate derivatives: (in millions)
Interest rate swap 2 USD 700  May 31, 2023 December 31, 2025
Interest rate swap 1 USD 300  August 9, 2024 December 31, 2025
Interest rate cap 3 USD 1,500  January 9, 2023 January 9, 2026
Forward-starting interest rate swap 3 USD 750  January 9, 2026 February 15, 2028
Forward-starting interest rate swap 2 USD 500  December 31, 2025 February 15, 2028
The table below presents the effect of the Company’s interest rate derivatives that are designated as hedging instruments in the condensed consolidated statements of operations and comprehensive income (loss) (in millions). Gain (loss)

33
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
reclassified from accumulated other comprehensive income (“AOCI”) into earnings for interest rate contracts is presented in Interest expense, net.
Interest Rate Derivatives in Cash Flow Hedging Relationships Amount of Gain (Loss) Recognized in OCI on Derivatives Amount of Gain (Loss) Reclassified from AOCI into Earnings
Three Months Ended September 30, Three Months Ended September 30,
2025 2024 2025 2024
Included in effectiveness testing $ 3  $ (26) $ 19  $ 26 
Excluded from effectiveness testing and recognized in earnings based on an amortization approach —  1  —  — 
Total $ 3  $ (25) $ 19  $ 26 
Interest Rate Derivatives in Cash Flow Hedging Relationships Amount of Gain (Loss) Recognized in OCI on Derivatives Amount of Gain (Loss) Reclassified from AOCI into Earnings
Nine Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Included in effectiveness testing $ 7  $ 17  $ 57  $ 77 
Excluded from effectiveness testing and recognized in earnings based on an amortization approach —  (2) —  (1)
Total $ 7  $ 15  $ 57  $ 76 
The estimated net amount of existing gains (losses) that are reported in Accumulated other comprehensive income (loss) as of September 30, 2025 that is expected to be reclassified into earnings within the next 12 months is $20 million.
On September 9, 2025, the Company executed two forward-starting interest rate swaps with an aggregate notional amount of $500 million. The swaps have an effective date of December 31, 2025 and a maturity date of February 15, 2028. The swaps have fixed interest rates ranging from 3.10% to 3.11%. The Company has designated these swaps as an effective cash flow hedge of the variable-rate exposure arising from the portion of the Term Loan A equal to the notional balance.
On June 30, 2025, the Company executed three forward-starting interest rate swaps with an aggregate notional amount of $750 million. The swaps have an effective date of January 9, 2026 and a maturity date of February 15, 2028. The swaps have fixed interest rates ranging from 3.19% to 3.20%. The Company has designated these swaps as an effective cash flow hedge of the variable-rate exposure arising from the portion of the Revolving Credit Facility equal to the notional balance.

34
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
(d)Balance sheet presentation - interest rate contracts
The table below presents the fair value of the Company’s interest rate derivative contracts as well as their classification in the condensed consolidated balance sheets:
(in millions) September 30, 2025 December 31, 2024
Prepaid expenses and other current assets $ 20  $ — 
Other assets $ —  $ 69 
Other long-term liabilities $ (1) $ — 
(11)Interest expense
Three Months Ended September 30, Nine Months Ended September 30,
(in millions) 2025 2024 2025 2024
Interest expense (1)
 $ 67  $ 87  $ 188  $ 367 
(Gain) loss on hedge instruments (19) (26) (57) (76)
Finance lease liabilities interest 22  23  68  69 
Amortization of deferred financing costs and discount on debt 3  5  9  16 
Capitalized interest (5) (2) (12) (6)
Interest income (2) (7) (6) (9)
Other financing fees 2  2  5  8 
Interest expense, net $ 68  $ 82  $ 195  $ 369 
(1) During the three and nine months ended September 30, 2025, the Company recognized $4 million and $11 million, respectively, of expense related to the Kloosterboer Preference Shares liability. During both the three and nine months ended September 30, 2024, the Company recognized $2 million of interest expense related to the Kloosterboer Preference Shares (see Note 2, Capital structure and noncontrolling interests).
(12)Fair value measurements
As of September 30, 2025 and December 31, 2024, the carrying amount of certain financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and accrued liabilities, were representative of their fair values due to the short-term maturity of these instruments. Certain non-financial assets such as property, plant and equipment, operating right-of-use assets, equity method investments, goodwill, and other intangible assets are subject to nonrecurring fair value measurements if they are deemed to be impaired. During the three months ended September 30, 2025, the Company performed an impairment analysis of goodwill for one of its reporting units, which required a fair value measurement and resulted in an impairment. See Note 6, Goodwill and other intangible assets, net for more information.

35
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
The following table presents the fair value hierarchy levels of the Company’s assets and liabilities at fair value:
(in millions) Fair Value Hierarchy September 30, 2025 December 31, 2024
Measured at fair value on a recurring basis:
Interest rate derivative financial instrument assets Level 2 $ 20  $ 69 
Interest rate derivative financial instrument liabilities Level 2 $ 1  $ — 
Acquisition related contingent consideration Level 3 $ 14  $ 13 
Put options - exercised not settled (1)
 Level 1 $ 80  $ — 
Put options - not exercised (1)
 Level 3 $ 13  $ 107 
Measured at fair value on a non-recurring basis:
Other investments (included in Other assets) (2)
 Level 3 $ 20  $ 18 
Disclosed at fair value:
Long-term debt (3)
 Level 3 $ 5,871  $ 4,868 
Kloosterboer Preference Shares (4)
 Level 3 $ 277  $ 259 
(1) For more details, refer to Note 2, Capital structure and noncontrolling interests, including the reclassification between levels.
(2) The investments in equity securities carried at fair value are subject to transfer restrictions and generally cannot be sold without consent.
(3) The carrying value of long-term debt is disclosed in Note 9, Debt.
(4) The carrying value of Kloosterboer Preference Shares is disclosed in Note 14, Other long-term liabilities.
In accordance with GAAP, the Company has elected to remeasure investments without readily determinable fair values only when an observable transaction occurs for an identical or similar investment of the same issuer. During the three and nine months ended September 30, 2025 and 2024, the Company recorded immaterial non-recurring fair value adjustments within Other nonoperating income (expense), net in the condensed consolidated statements of operations and comprehensive income (loss) related to certain other investments without readily determinable fair values.
The Company’s long-term debt is reported at the aggregate principal amount less unamortized deferred financing costs and any above or below market adjustments (as required in purchase accounting) in the condensed consolidated balance sheets. For instruments with no prepayment option, the fair value is estimated utilizing a discounted cash flow model where the contractual cash flows (i.e., coupon and principal repayments) were discounted at a risk-adjusted yield reflective of both the time value of money and the credit risk inherent in each instrument. For instruments that include a prior-to-maturity prepayment option, the fair value is estimated using a Black-Derman-Toy lattice model. The inputs used to estimate the fair value of the Company’s debt instruments are comprised of Level 2 inputs, including risk-free interest rates, credit ratings, and financial metrics for comparable publicly listed companies, and Level 3 inputs, such as risk-adjusted credit spreads based on adjusted yields implied at issuance, and yield volatility (used for instruments with a prepayment option).
(13)Leases
The Company leases real estate, most significantly warehouses for use in operations, as well as equipment for use within owned and leased warehouses. The Company also leases vehicles, trailers, and other equipment. The Company has not pledged any assets as collateral related to the Company’s existing leases as of September 30, 2025 and December 31, 2024.

36
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
Right-of-use asset balances are as follows:
(in millions) September 30, 2025 December 31, 2024
Finance lease right-of-use assets $ 1,618  $ 1,706 
Less: accumulated amortization (505) (452)
Finance lease right-of-use assets, net $ 1,113  $ 1,254 
Operating lease right-of-use assets $ 847  $ 828 
Less: accumulated amortization (232) (201)
Operating lease right-of-use assets, net $ 615  $ 627 
Lease liabilities are presented in the following line items in the condensed consolidated balance sheets:
September 30, 2025 December 31, 2024
(in millions) Finance Leases Operating Leases Finance Leases Operating Leases
Accounts payable and accrued liabilities $ 76 $ 52 $ 165 $ 50
Long-term finance lease obligations 1,223 — 1,249 —
Long-term operating lease obligations — 598 — 605
Total lease obligations $ 1,299 $ 650 $ 1,414 $ 655
Future minimum lease payments for each of the next five years and thereafter as of September 30, 2025 are as follows (in millions):
Years Ending December 31: Finance Leases Operating Leases
2025 (three months remaining) $ 40  $ 24 
2026 161  93 
2027 159  92 
2028 149  82 
2029 149  73 
2030 and thereafter 1,546  719 
Total lease payments 2,204  1,083 
Less imputed interest (905) (433)
Total lease obligations $ 1,299  $ 650 
Supplemental condensed consolidated balance sheets information related to leases is as follows:
September 30, December 31,
2025 2024
Weighted average remaining lease term (in years):
Finance 15.1 14.5
Operating 16.2 15.9
Weighted average discount rate:
Finance 6.9  % 6.8  %
Operating 6.5  % 6.5  %

37
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
The components of lease expense are as follows:
Three Months Ended September 30, Nine Months Ended September 30,
(in millions) 2025 2024 2025 2024
Finance lease cost:
Amortization of ROU assets $ 26  $ 26  $ 78  $ 74 
Interest on lease liabilities 22  23  68  69 
Operating lease cost 25  29  77  87 
Variable & short-term lease cost 10  10  30  29 
Sublease income (3) (5) (11) (16)
Total lease cost $ 80  $ 83  $ 242  $ 243 
Supplemental cash flow information related to leases is as follows:
Three Months Ended September 30, Nine Months Ended September 30,
(in millions) 2025 2024 2025 2024
Cash paid for amounts included in the measurement of lease liability
Operating cash flows from finance leases $ 23  $ 22  $ 69  $ 68 
Finance cash flows from finance leases $ 20  $ 19  $ 148  $ 51 
Operating cash flows from operating leases $ 24  $ 26  $ 72  $ 76 
ROU assets obtained in exchange for lease obligations (excluding the effect of acquisitions)
Finance leases $ 6  $ 8  $ 15  $ 45 
Operating leases $ —  $ 6  $ 6  $ 18 
(14)Other long-term liabilities
(in millions) September 30, 2025 December 31, 2024
Kloosterboer Preference Shares $ 289  $ 247 
Sale leaseback financing obligations 65  62 
Workers' compensation reserves (see Note 17, Commitments and contingencies)
 36  35 
Other liabilities 75  66 
Total other long-term liabilities $ 465  $ 410 
(15)Stock-based compensation
Amended and Restated Lineage 2024 Incentive Award Plan
In July 2024, the Company’s pre-IPO Incentive Award Plan was amended and restated, creating the Amended and Restated Lineage 2024 Incentive Award Plan (the “2024 Plan”). The 2024 Plan is administered by certain committees of the Board (the “Plan Administrator”) and provides for the award of RSUs, performance share awards, LTIP Units, stock options, stock appreciation rights, restricted stock, stock payments, dividend equivalents, and other incentive awards, each as defined in the 2024 Plan, to eligible employees, consultants, and members of the Board (collectively, “Plan participants”).

38
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
(a)Restricted stock units
Certain Plan participants were granted awards of RSUs covering shares of the Company’s common stock. Certain RSUs contain only a service vesting condition (“time-based RSUs”) and certain RSUs contain vesting conditions based on service, Company performance, and market performance (“performance-based RSUs”).
On March 18, 2025, the Company granted new performance-based RSUs that will vest upon completion of the 2025 performance year based on the achievement of certain EBITDA metrics, subject to continued service. The fair value of these awards granted was estimated to be equivalent to the close price of the Company’s stock on the grant date. The related stock-based compensation expense is based on the forecasted likelihood of achievement of the performance metrics (during the performance period) or the actual achievement of the performance metrics (at the completion of the performance period).
In April 2025, the Company granted employees stock-based compensation consisting of 1,467,453 time-based RSUs with an approximate $81 million of expense to be recognized over the vesting term and 253,352 performance-based RSUs with an approximate $14 million of expense to be recognized over the vesting term. These grants will generally vest over 3 years.
During the three months ended June 30, 2025, the Company reevaluated the likelihood of achieving certain performance conditions associated with outstanding performance-based RSU awards. Based on updated forecasts and performance results to date, management concluded that it was no longer probable that the applicable performance targets for Same Warehouse NOI Growth (“SS NOI Growth”) would be achieved by the end of the performance period for awards granted in 2024. As a result, during the three months ended June 30, 2025, the Company reversed previously recognized stock-based compensation expense of $1 million related to these awards.
If the performance conditions are later deemed probable of being achieved, compensation cost will be recognized prospectively over the remaining service period.
The following represents a summary of outstanding RSUs:
Time-based RSUs Weighted average grant date fair value per unit Performance-based RSUs Weighted average grant date fair value per unit
Unvested as of December 31, 2024 1,461,789  $ 84.78  127,946  $ 89.85 
Awards granted 1,515,442  55.60  410,482  57.84 
Awards vested (652,225) 84.59  —  — 
Awards forfeited (264,761) 71.05  (14,920) 79.95 
Unvested as of September 30, 2025 2,060,245 $ 65.14  523,508 $ 65.04 
As of September 30, 2025, there was $104 million of unrecognized stock-based compensation expense related to unvested time-based RSUs that is expected to be recognized over a weighted-average period of 1.4 years.
As of September 30, 2025, there was $18 million of unrecognized stock-based compensation expense related to unvested performance-based RSUs that is expected to be recognized over a weighted-average period of 1.8 years.
(b)LTIP Units
LTIP Units are a class of partnership interests in the Operating Partnership which may be issued to eligible Plan participants for the performance of services to or for the benefit of the Company and Operating Partnership. Certain LTIP Units contain only a service vesting condition (“time-based LTIP Units”) and certain LTIP Units contain vesting conditions based on service, Company performance, and market performance (“performance-based LTIP Units”).
In April 2025, the Company granted employees stock-based compensation consisting of 132,359 time-based LTIP Units with an approximate $7 million of expense to be recognized over the vesting term, and 466,557 performance-based LTIP Units with an approximate $13 million of expense to be recognized over the vesting term.

39
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
These grants will generally vest over 3 years.
Consistent with the performance-based RSUs, the Company reevaluated the likelihood of achieving certain performance conditions associated with outstanding performance-based LTIP awards and concluded that it is no longer probable that the applicable performance targets for SS NOI Growth will be achieved by the end of the performance period for awards granted in 2024. As a result, during the three months ended June 30, 2025, the Company reversed previously recognized stock-based compensation expense of $8 million related to these awards.
The following represents a summary of outstanding LTIP Units:
Time-based LTIP Units Weighted average grant date fair value per unit Performance-based LTIP Units Weighted average grant date fair value per unit
Unvested as of December 31, 2024 1,218,732  $ 87.86  1,776,421  $ 89.85 
Awards granted 149,433  56.21  466,557  59.50 
Awards vested (406,238) 87.86  —  — 
Unvested as of September 30, 2025 961,927 $ 82.95  2,242,978 $ 83.54 
As of September 30, 2025, there was $60 million of unrecognized stock-based compensation cost related to unvested time-based LTIP Units that is expected to be recognized over a weighted-average period of 1.2 years.
As of September 30, 2025, there was $37 million of unrecognized stock-based compensation cost related to unvested performance-based LTIP Units that is expected to be recognized over a weighted-average period of 1.6 years.
Stock-Based Compensation Expense
The following table summarizes the Company’s stock-based compensation expense by line item in the condensed consolidated statements of operations and comprehensive income (loss):
Three Months Ended September 30, Nine Months Ended September 30,
(in millions) 2025 2024 2025 2024
Cost of operations $ 4  $ 1  $ 9  $ 1 
General and administrative expense 33  29  92  40 
Acquisition, transaction, and other expense 1  130  6  130 
Total stock-based compensation expense $ 38  $ 160  $ 107  $ 171 

40
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
The following table summarizes the Company’s stock-based compensation expense by award type:
Three Months Ended September 30, Nine Months Ended September 30,
(in millions) 2025 2024 2025 2024
Restricted Stock Units:
Time-based $ 17  $ 13  $ 52  $ 14 
Performance-based 4  —  9  — 
LTIP Units:
Time-based 10  10  33  10 
Performance-based 7  3  13  3 
Stock payment awards —  114  —  114 
BGLH Restricted Class B units —  5  —  11 
Management Profits Interests Class C units —  —  —  4 
LLH Value Creation Unit Plan units settled through stock payment awards —  15  —  15 
Total stock-based compensation expense $ 38  $ 160  $ 107  $ 171 
(16)Related-party balances
The Company pays Bay Grove Management a transition services fee and reimburses certain expenses pursuant to a transition services agreement executed in connection with the IPO, which replaced a previously existing operating services agreement. Pursuant to the operating services agreement, Bay Grove Management provided certain management and operating services to the Company, and the Company is working with Bay Grove Management to internalize these services with Bay Grove Management’s assistance under the terms of the transition services agreement. During the three and nine months ended September 30, 2025, the Company recorded $2 million and $7 million, respectively, of expenses in General and administrative expense for transition and operating services and expense reimbursements. During the three and nine months ended September 30, 2024, the Company recorded $3 million and $9 million, respectively, of expenses in General and administrative expense for transition and operating services and expense reimbursements. Accounts payable and accrued liabilities included $1 million in transition services fees and expenses owed to Bay Grove Management as of December 31, 2024. No such amounts were outstanding as of September 30, 2025.
As of September 30, 2025 and December 31, 2024, Accrued dividends and distributions included dividends declared to all equity holders, including related parties.
The Company owns an investment stake in suppliers that are accounted for under the equity method of accounting, creating related-party relationships. The Company incurred costs of $6 million and $9 million with these suppliers for the three and nine months ended September 30, 2025, respectively. The Company incurred costs of $5 million and $8 million with these suppliers for the three and nine months ended September 30, 2024, respectively. Accounts payable and accrued liabilities included $3 million owed to these suppliers as of September 30, 2025. No such payables were outstanding as of December 31, 2024.
As of September 30, 2025 and December 31, 2024, the Company had related-party receivables with minority interest partners and equity method investees of $1 million and $2 million, respectively. Related-party receivables are included in Accounts receivable, net in the condensed consolidated balance sheets. As of September 30, 2025 and December 31, 2024, the Company also had related-party payables of $2 million with minority interest partners. Related-party payables are included in Accounts payable and accrued liabilities in the condensed consolidated balance sheets.
In a prior period, the Operating Partnership issued notes to certain individual BGLH investors and Non-Company LPs in order to fund certain investor transactions. These notes were repaid in full during the nine months ended September 30, 2024.

41
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
(17)Commitments and contingencies
(a)Self‑insured risks
The Company is self‑insured for workers’ compensation costs, with the Company’s workers’ compensation plan having an individual claim stop‑loss deductible of $1 million. Self‑insurance liabilities are determined by third-party actuaries. The Company has established restricted cash accounts with banks or directly with the insurers or letters of credit that are collateral for its self‑insured workers’ compensation obligations. The combined amount included in Accounts payable and accrued liabilities and Other long-term liabilities related to workers’ compensation liabilities as of September 30, 2025 and December 31, 2024 was $53 million and $52 million, respectively. The liability represents the gross amount excluding amounts receivable from the insurers. The total included in Prepaid expenses and other current assets and Other assets related to the receivables from insurers as of September 30, 2025 and December 31, 2024 was $16 million and $17 million, respectively.
The Company is also self‑insured for a portion of employee medical costs. The Company has a medical plan with a retained deductible. Medical self‑insurance liabilities are determined by third‑party actuaries. The total included in Accounts payable and accrued liabilities related to medical liabilities as of September 30, 2025 and December 31, 2024 was $13 million and $11 million, respectively.
(b)Legal and regulatory proceedings
The Company, from time to time and in the normal course of business, is party to various claims, lawsuits, arbitrations, and regulatory actions (collectively, “Claims”). In particular, as the result of numerous ongoing construction activities, the Company may be a party to construction and/or contractor related liens and claims, including mechanic’s and materialmen’s liens. The Company is also party to various Claims related to commercial disagreements with customers or suppliers. Additionally, given the Company’s substantial workforce, and, in particular, its warehouse related workforce, the Company is party to various labor and employment related Claims, including, without limitation, Claims related to workers’ compensation, wage and hour, discrimination, and related matters. Finally, given the Company’s business of warehousing refrigerated food products and its utilization of anhydrous ammonia for its refrigeration systems (a known hazardous material), the Company is subject to the jurisdiction of various U.S. regulatory agencies, including, without limitation, the Department of Agriculture, Food and Drug Administration, Environmental Protection Agency (“EPA”), Department of Justice, Occupational Safety and Health Administration, and various other agencies in the locations in which the Company operates. Management of the Company believes the ultimate resolution of these matters will not have a material adverse effect on the condensed consolidated financial statements.
(c)Environmental matters
The Company is subject to a wide range of environmental laws and regulations in each of the locations in which the Company operates. Compliance with these requirements can involve significant capital and operating costs. Failure to comply with these requirements can result in civil or criminal fines or sanctions, claims for environmental damages, remediation obligations, the revocation of environmental permits, or restrictions on the Company’s operations.
The Company records accruals for environmental matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on current law and existing technologies. The Company believes it is in compliance with applicable environmental regulations in all material respects. Under various U.S. federal, state, and local environmental laws, a current or previous owner or operator of real estate may be liable for the entire cost of investigating, removing, and/or remediating hazardous or toxic substances on such property. Such laws often impose liability, whether or not the owner or operator knew of, or was responsible for, the contamination. Even if more than one person may have been responsible for the contamination, each person covered by the environmental laws may be held responsible for the entire clean-up cost. Most of the Company’s warehouses utilize anhydrous ammonia as a refrigerant. Anhydrous ammonia is classified as a hazardous chemical regulated by the EPA and various other agencies in the locations in which the Company operates, and an accident or significant release of anhydrous ammonia from a warehouse could result in injuries, loss of life, and property damage. There are no material liabilities arising out of environmental matters as of September 30, 2025 and December 31, 2024.

42
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
(d)Occupational Safety and Health Act (OSHA)
The Company’s warehouses located in the U.S. are subject to regulation under OSHA, which requires employers to provide employees with an environment free from hazards, such as exposure to toxic chemicals, excessive noise levels, mechanical dangers, heat or cold stress, and unsanitary conditions. The cost of complying with OSHA and similar laws enacted by states and other jurisdictions in which the Company operates can be substantial, and any failure to comply with these regulations could expose the Company to substantial penalties and/or liabilities to employees who may be injured at the Company’s warehouses. The Company records accruals for OSHA matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. The Company believes that it is in compliance with all OSHA regulations in all material respects and that no material unrecorded liabilities exist as of September 30, 2025 and December 31, 2024.
(e)Kennewick, Washington warehouse fire
On April 21, 2024, a fire occurred at the Company’s warehouse in Kennewick, Washington, destroying the building and customer inventories. No employees or other parties were injured. The Company expects all repair, replacement, and clean-up costs to be covered by its insurance policies, excluding any deductibles and self-insured retentions. The net gain or loss is presented in Restructuring, impairment, and (gain) loss on disposals in the Company’s condensed consolidated statements of operations and comprehensive income (loss) and consisted of the following:
Three Months Ended September 30, Nine Months Ended September 30,
(in millions) 2025 2024 2025 2024
Loss of carrying value of impaired assets $ —  $ 1  $ —  $ 25 
Clean-up costs —  12  1  21 
Less: Insurance reimbursement (10) (18) (48) (50)
Net (gain) loss $ (10) $ (5) $ (47) $ (4)
On December 30, 2024, the Company received a demand letter regarding a potential class action lawsuit for damages to the local residents from the Kennewick fire. To date, no such lawsuit has been served or filed. The potential loss from such a lawsuit cannot be estimated at this time. In July 2025, the Company received a customer claim for inventories losses associated with the fire, to which the Company believes it has a strong defense. The Company is not able to estimate the possible loss or range of loss in connection with this matter at this time but believes the ultimate outcome will not have a material adverse impact on the consolidated financial statements.
(f)Tax inquiry
In 2025, the Company received an inquiry from a foreign tax authority related to a historical tax matter. The Company believes the tax authority’s position lacks merit and, if the tax authority were to pursue it, the Company has strong bases on which to vigorously defend the matter. If the tax authority were successful in challenging the Company’s position, it could have a material adverse effect on the consolidated financial statements.

43
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
(g)City of St. Clair Shores v. Lineage, Inc., et al.
On August 1, 2025, a putative class action complaint was filed against the Company in the Eastern District of Michigan captioned City of St. Clair Shores Police and Fire Retirement System v. Lineage, Inc., et al., Case No. 2:25-cv-12383 (the “St. Clair Lawsuit”). The St. Clair Lawsuit alleges violations of Sections 11 and 15 of the Securities Act of 1933 on behalf of a putative class of investors who purchased the Company's common stock in the IPO. The complaint names as defendants the Company, certain of its current officers and directors, Bay Grove Capital Group LLC, and the Company’s underwriters in the IPO. The complaint alleges, among other things, that the Company and certain of its current officers and directors made false and misleading statements and failed to disclose certain information regarding the Company’s business prospects in the lead-up to the IPO. Plaintiffs seek damages, interest, costs, expenses, attorneys' fees, and other unspecified equitable relief. The case is at a preliminary stage. Defendants intend to vigorously defend against the claims in the St. Clair Lawsuit. The Company is not able to estimate the possible loss or range of loss in connection with this matter at this time.
(18)Accumulated other comprehensive income (loss)
The Company reports activity in AOCI for foreign currency translation adjustments and unrealized gains and losses on interest rate and foreign currency hedges. Activity within AOCI was as follows:
Three Months Ended September 30, Nine Months Ended September 30,
(in millions) 2025 2024 2025 2024
Foreign currency translation adjustments:
Balance at beginning of period $ (108) $ (219) $ (330) $ (149)
Foreign currency translation adjustments (25) 115  223  29 
Amounts allocated to Noncontrolling interests and Redeemable noncontrolling interests 2  (13) (24) (3)
Reallocation due to change in Noncontrolling interest ownership percentage —  (1) —  5 
Balance at end of period $ (131) $ (118) $ (131) $ (118)
Derivatives:
Balance at beginning of period $ 29  $ 100  $ 57  $ 115 
Unrealized gain (loss) on foreign currency hedges and interest rate hedges 4  (26) 7  13 
Net amount reclassified from AOCI to net income (loss) (19) (26) (57) (75)
Tax effect 1  6  4  6 
Amounts allocated to Noncontrolling interests and Redeemable noncontrolling interests 1  5  5  6 
Reallocation due to change in Noncontrolling interest ownership percentage —  1  —  (5)
Balance at end of period $ 16  $ 60  $ 16  $ 60 
Accumulated other comprehensive income (loss) $ (115) $ (58) $ (115) $ (58)

44
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
(19)Earnings (loss) per share
Basic EPS is calculated by dividing net income (loss) attributable to common stockholders of the Company by the weighted average common shares outstanding during the reporting period. Diluted EPS is calculated by dividing net income (loss) attributable to common stockholders adjusted for any dilutive instruments of the Company by the weighted average common shares and common share equivalents outstanding during the reporting period. A reconciliation of the basic and diluted EPS is as follows:
Three Months Ended September 30, Nine Months Ended September 30,
(in millions, except per share amounts) 2025 2024 2025 2024
Earnings (loss) per share - basic and diluted:
Net income (loss) attributable to Lineage, Inc. $ (100) $ (485) $ (106) $ (593)
Less: Redeemable noncontrolling interest redemption value adjustment —  7 (2) 18
Less: Reclassification of the Preference Shares —  20  —  20 
Net income (loss) attributable to common stockholders - basic and diluted $ (100) $ (512) $ (104) $ (631)
Weighted average common shares outstanding - basic and diluted 228  210  228  178 
Net income (loss) per share attributable to common stockholders - basic and diluted $ (0.44) $ (2.44) $ (0.46) $ (3.54)
The Company’s potential dilutive securities have been excluded from the computation of diluted net earnings (loss) per share, as they are antidilutive. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net earnings (loss) per share attributable to common stockholders is the same.
The Company’s potential common share equivalents as of September 30, 2025 and 2024 are as follows:
•Non-Company LPs who hold partnership common units have certain redemption rights which allow them to require the Operating Partnership to repurchase the partnership common units in exchange for cash or, at the option of the Company, shares of Lineage, Inc. common stock. Other classes of Operating Partnership and LLH equity interests held by Non-Company LPs and BG Maverick, including Legacy OP Units, LTIP Units, and OPEUs may also be exchanged for partnership common units at future dates. The shares of Lineage, Inc. common stock which could be issued in connection with a hypothetical repurchase of currently outstanding partnership common units or potentially outstanding partnership common units issued in exchange for Legacy OP Units, LTIP Units, and OPEUs represent potential common share equivalents.
•The Company has issued certain Put Options and top-up rights. In accordance with ASC 260, Earnings per Share, the incremental shares associated with satisfaction of the Put Options utilizing proceeds of a hypothetical issuance of common shares at market prices represent potential common share equivalents. Payments of top-up rights in the form of shares of common stock would also represent potential common share equivalents.
•The Preference Shares further described in Note 2, Capital structure and noncontrolling interests will be redeemed for cash or a variable number of shares of the Company’s common stock on October 1, 2026. The Company’s common shares that could be issued to the Co-Investor in settlement of the Preference Shares represent potential common share equivalents.
•Contingent consideration in the form of Operating Partnership units issued in a 2020 acquisition, which shall be issued if a certain customer exercises its purchase option, represent potential common share equivalents.

45
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
•Time-based RSUs and performance-based RSUs that were unvested as of September 30, 2025 and September 30, 2024 represent potential common share equivalents because upon vesting, the Company will issue common shares to the awardee.
(20)Segment information
Reportable Segments Information
The Company’s business is organized into two reportable segments, Global Warehousing and Global Integrated Solutions. The following table presents segment revenues, segment cost of operations, and segment net operating income (“NOI”), with a reconciliation to Net income (loss) before income taxes. All inter-segment transactions are not significant and have been eliminated in consolidation. Asset information by reportable segment is not presented, as the Company does not produce such information internally and the chief operating decision maker (“CODM”) does not use such information to manage the business. Capital expenditures for property, plant, and equipment presented below by segment are inclusive of purchases recorded in Accounts payable and accrued liabilities during each period.

46
LINEAGE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - Unaudited
Three Months Ended September 30, Nine Months Ended September 30,
(in millions) 2025 2024 2025 2024
Global Warehousing revenues $ 1,013  $ 972  $ 2,927  $ 2,907 
Global Integrated Solutions revenues 364  363  1,092  1,094 
Total net revenues 1,377  1,335  4,019  4,001 
Global Warehousing operating costs:
Labor 385  352  1,109  1,062 
Power 62  58  162  155 
Other warehouse costs 182  179  545  538 
Total Global Warehousing cost of operations 629  589  1,816  1,755 
Global Integrated Solutions cost of operations(1)
 299  307  902  916 
Total segment cost of operations 928  896  2,718  2,671 
Stock-based compensation expense and related employer-paid payroll taxes 4  1  10  1 
Total cost of operations 932  897  2,728  2,672 
Global Warehousing NOI 384  383  1,111  1,152 
Global Integrated Solutions NOI 65  56  190  178 
Total segment NOI 449  439  1,301  1,330 
Reconciling items:
Stock-based compensation expense and related employer-paid payroll taxes in cost of operations (4) (1) (10) (1)
General and administrative expense (145) (143) (442) (394)
Depreciation expense (174) (156) (502) (478)
Amortization expense (56) (54) (164) (162)
Acquisition, transaction, and other expense (12) (592) (64) (612)
Restructuring, impairment, and gain (loss) on disposals (23) (8) (5) (23)
Equity income (loss), net of tax (2) —  (3) (3)
Gain (loss) on foreign currency transactions, net (6) 14  36  5 
Interest expense, net (68) (82) (195) (369)
Gain (loss) on extinguishment of debt (3) (6) (3) (13)
Other nonoperating income (expense), net (57) 1  (56) 1 
Net income (loss) before income taxes $ (101) $ (588) $ (107) $ (719)
Capital expenditures for property, plant, and equipment:
Global Warehousing capital expenditures $ 156  $ 137  $ 371  $ 375 
Global Integrated Solutions capital expenditures 8  6  12  26 
Corporate capital expenditures 28  34  76  91 
Total capital expenditures for property, plant, and equipment $ 192  $ 177  $ 459  $ 492 
(1) Cost of operations in the Global Integrated Solutions segment primarily consists of third-party carrier charges, labor, fuel, and rail and vehicle maintenance.

47


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our financial condition and results of operations should be read together with the condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q, as well as our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report on Form 10-K”). In addition, the following discussion contains forward-looking statements, such as statements regarding our expectation for future performance, liquidity, and capital resources, that involve risks, uncertainties, and assumptions that could cause actual results to differ materially from our expectations. Our actual results may differ materially from those contained in or implied by any forward-looking statements as a result of various factors, including those set forth below and those described under Item 1A. Risk Factors of our 2024 Annual Report on Form 10-K.
Management’s Overview
We are the world’s largest global temperature-controlled warehouse REIT, with a modern and strategically located network of properties. Our business is competitively positioned to deliver a seamless end-to-end, technology-enabled experience for a well-diversified and stable customer base, each with their own unique requirements in the temperature-controlled supply chain. As of September 30, 2025, we operated an interconnected global temperature-controlled warehouse network, comprising approximately 88 million square feet and 3.1 billion cubic feet of capacity across 500 warehouses predominantly located in densely populated critical-distribution markets, with 323 in North America, 89 in Europe, and 88 in Asia-Pacific.
We view, manage, and report on our business through two segments:
•Global warehousing, which utilizes our high-quality industrial real estate properties to provide temperature-controlled warehousing storage and services to our customers; and
•Global integrated solutions, which complements warehousing with supply chain services to facilitate the movement of products through the food supply chain to generate cost savings for customers and additional revenue streams for our company.
Components of Our Results of Operations
Global Warehousing Segment. Our primary business is owning and operating temperature-controlled warehouses.
Revenue. Our global warehousing segment revenues are generated from storing frozen and perishable food and other products and providing related warehouse services for our customers. Storage revenues relate to the act of storing products for our customers within our warehouses. Storage revenues can be in the form of storage fees we charge customers for utilization of non-exclusive space or a set amount of reserved space in a warehouse, blast freezing fees we charge customers for utilization of specific ultra-cold spaces within a warehouse designed to rapidly reduce product temperature, and rent we charge customers for the lease of warehouse space pursuant to a lease agreement.
Warehouse services fees relate to handling and other services required to prepare and move customers’ pallets into, out of, and around the facilities. As part of our warehouse services, we offer receipt, handling, case-picking, retrieval of products from storage, building customized pallets and repackaging, order assembly and load consolidation, exporting and importing support services, container handling, cross-docking, quality control, and government-approved storage and inspection, among other services.
We utilize one of four types of contracts with our customers for use of space within our warehouses – warehouse agreements, rate letters, tariff sheets, and lease agreements. We may have one contract with a customer that covers all of the warehouses where we store products for the customer or, more typically, multiple contracts with the same customer, which may be driven by a variety of factors, such as the geographic location of the products stored by the customer, the type of products stored by the customer, or the different business units of a customer.
•Warehouse Agreements. Warehouse agreements are designed to accommodate the individual needs and characteristics of our customers and may include negotiated provisions, such as a fixed term, transactional pricing for warehouse services, pricing increase mechanisms based on inflationary cost increases and customer profile changes, a storage fee based on a minimum storage guarantee of the customer, additional storage fees based on on-demand storage used, a warehouseman’s lien on customer products held in our warehouses as security for payments, and provisions for interest and late payments if payment is not received within 30 days after invoicing. The initial term of our warehouse agreements generally ranges from one to five years for typical customer relationships and 10 to 20 years for build-to-suit warehouses. Renewal periods, in each case, generally range from one to five years. Inflationary price increase mechanisms may be fixed or tied to relevant market indices, giving us the ability to recover costs for wage increases, increases in rent, power, real estate, and other costs.
48


•Rate Letters. Rate letters are agreements that typically establish storage fee rates on products stored in our warehouses and rates for warehouse services pursuant to terms set forth on a standardized warehouse receipt and related rate schedule. Rate letters may have terms similar to our warehouse agreements, including minimum storage guarantees, and are typically for a term of one year or less. Rate letters generally require our customers to pay for storage in seven to 30-day increments.
•Tariff Sheets. Similar to rate letters, tariff sheets are agreements that establish storage fee rates on products stored in our warehouses and on an as-utilized, on-demand basis, pursuant to terms set forth on a standardized warehouse receipt but that do not require the customer to use our warehouse or for us to reserve space for these customers; however, our tariff sheets in certain jurisdictions may provide for a de minimis minimum monthly payment from a customer to maintain its access to a given warehouse. Our tariff sheets are updated annually, and the agreements are short-term in nature.
•Leases. We lease space to certain customers that desire to manage their own temperature-controlled warehousing or carry on processing operations in warehouses adjacent, or in close proximity, to their production facilities. Our customer leased warehouses are typically leased to third parties, such as food producers, distributors and retailers, under triple net lease agreements pursuant to which the customer is responsible for all costs incurred for facility maintenance, insurance, taxes, utilities, and other services necessary or appropriate for the applicable warehouse and the business conducted at the applicable warehouse. We typically charge rent based on the square footage leased in our warehouses. We consider the creditworthiness of a potential tenant to be an important consideration in determining whether to engage in a new lease agreement.
Cost of operations. Our global warehousing segment cost of operations consists primarily of labor, power, and other warehouse costs. Labor comprises the largest component of the cost of operations from our global warehousing segment and consists primarily of employee wages (both direct and indirect) and benefits, excluding stock-based compensation. Changes in our labor expense are driven by, among other things, changes in headcount, changes in compensation levels and associated performance incentives, the use of third-party labor to support our operations, changes in terms of collective bargaining agreements, changes in customer requirements and associated work content, workforce productivity, labor availability, governmental policies and regulations, and variability in costs associated with employer-provided benefits. Our second-largest cost of operations is power utilized in the operation of our temperature-controlled warehouses. We may, from time to time, hedge our exposure to changes in power prices through fixed rate agreements. In addition, to the extent possible and appropriate, we may seek to mitigate or offset the impact of fluctuations in the price of power on our financial results through rate escalations or power surcharge provisions within our agreements with customers. We also look to implement energy saving alternatives to reduce energy consumption, including the installation of solar panels, state of the art refrigeration control systems, LED lighting, thermal energy storage, motion-sensor technology, variable frequency drives for our fans and compressors, and rapid open/close doors. Additionally, business mix impacts our power expense depending on the temperature zone and type and frequency of freezing required (e.g., blast freezing). Other warehouse costs include utilities other than power, insurance, real estate taxes, repairs and maintenance, rent under real property operating leases where applicable, equipment costs, warehouse consumables (e.g., pallets and shrink-wrap), personal protective equipment, warehouse administration, and other related facility and services costs.
Global Integrated Solutions Segment. Our global integrated solutions segment provides our customers with a comprehensive approach to facilitate the movement of products along the supply chain.
Revenues. Our integrated solutions revenues are primarily driven by transportation fees, which may also include fuel and capacity surcharges, to our customers for whom we arrange the transportation of their products. Within transportation, which is the largest component of our global integrated solutions segment, our core focus areas are multi-vendor less-than-full-truckload consolidation, drayage services to and from ports, transportation brokerage, and freight forwarding. We also provide rail transportation services and, in select markets, foodservice distribution and e-commerce fulfillment services.
49


Cost of operations. Our global integrated solutions cost of operations consists primarily of third-party carrier charges, which are impacted by factors affecting those carriers, including truck and ocean liner capacity and driver and equipment availability in certain markets. Additionally, in certain markets we employ drivers and operate assets to serve our customers. Costs to operate these assets include wages (excluding stock-based compensation), fuel, tolls, insurance, and maintenance.
Other Consolidated Operating Expenses.
Depreciation and amortization expenses. Our depreciation and amortization expenses result primarily from the capital-intensive nature of our business. The principal components of depreciation relate to our warehouses, both owned and leased, including buildings and improvements, refrigeration equipment, racking, leasehold improvements, material handling equipment, furniture and fixtures, our computer hardware, and internal use software. We also incur depreciation related to owned transportation assets. Amortization relates primarily to intangible assets for customer relationships and finance lease right-of-use assets.
General and administrative expenses. Our general and administrative expenses consist primarily of costs associated with the administration of our global warehousing and global integrated solutions segments, including management wages and benefits, administrative, legal, business development, project management, sales, marketing, engineering, safety and compliance, food optimization, human resources, finance, accounting, network optimization, data science, and information technology personnel, transformational information technology expenses, equity incentive plans, communications and data processing, travel, professional fees, credit loss, training, office equipment, supplies, and, prior to our IPO, management fees paid to Bay Grove in accordance with the terms of the operating services agreement. In connection with our IPO, we terminated the operating services agreement in order to internalize certain operating, strategic development, and financial services that were previously provided by Bay Grove under it, and entered into a transition services agreement with Bay Grove to provide certain of these services for a three-year term while we internalize such functions. Trends in general and administrative expenses are influenced by changes in headcount and compensation levels and achievement of incentive compensation targets.
Acquisition, transaction, and other expenses. Our acquisition, transaction, and other expenses consist of costs with a high level of variability from period-to-period and include professional fees associated with planned and completed business expansion activities, and acquisition integration costs. In addition, it includes expenses associated with our IPO, including costs related to public company readiness efforts and costs incurred as a result of our IPO in the third quarter of 2024. These costs are expensed as incurred. It also includes employee-related expenses associated with acquisitions, such as acquisition-related severance and consulting agreements and certain cash-based incentive awards given to employees of legacy companies in acquisitions.
Restructuring, impairment, and (gain) loss on disposals. Our restructuring, impairment, and (gain) loss on disposals include certain contractual and negotiated severance and separation costs from exited former executives, costs related to reductions in headcount to achieve operational efficiencies, and costs associated with exiting non-strategic operations. We record such costs when there is a substantive plan for employee severance or employees are otherwise entitled to benefits (e.g., in case of one-time terminations) and related costs are probable and estimable. It also includes gains (losses) on dispositions of property, plant, and equipment and impairments of goodwill and long-lived assets, net of related gains on insurance recoveries.
Key Factors Affecting Our Business and Financial Results
Market Conditions
Our business is impacted by general economic and market conditions, as well as by national and international political, environmental, and socio-economic events.
Significant factors impacting our business have included:
•Inflation and Customer Rate Increases. In response to significant inflationary impacts in recent years across wages, energy, and other operational costs, we implemented customer rate increases to offset such impacts to our operating results. Offsetting these inflationary price increases, we are seeing pricing pressure in certain markets with excess capacity, but overall we expect pricing to remain stable for the remainder of the year within a range based upon types of services provided, seasonal harvests, and types of customers (local versus export). We believe that higher food costs have continued to impact end-consumers’ buying decisions for certain commodities, which could negatively impact specific customers; however, overall demand in retail and foodservice has grown recently, according to market data. Inflation overall has progressed toward more normal levels, however tariff and other trade policies have continued to cause overall uncertainty and aggravated inflation in certain sectors.
50


•Occupancy and Throughput. Coming out of the global pandemic, we experienced higher physical occupancy levels through the first half of 2023, particularly in North America, significantly driven by customers increasing production and inventories in response to supply chain backlogs in recent years. Beginning in the second half of 2023, we believe customers began rationalizing inventory levels in response to factors such as continued higher interest rates and inflation. This rationalization has driven changes in customer demand for our warehouse space and services. As our customers continue to adjust to these new demand levels and rationalize inventory, we have seen lower occupancy and throughput volume across our network. In the third quarter of 2025, we saw a return to more normal seasonal inventory patterns, but occupancy levels were muted. We still anticipate increases early into the fourth quarter, driven by factors such as the end of the North American harvest season and holiday inventory build-ups. While our total occupancy outlook for the fourth quarter is unchanged as compared to our previous expectations, we are seeing slightly lower occupancy in the U.S. due to less than expected new U.S. business in the quarter, which is being offset by higher occupancy outside the U.S.
Occupancy, throughput, and related ancillary services are also impacted by import and export activity, and we have seen notable impacts in the third quarter due to tariffs and trade policies. As trade agreements are reached, we are continuing to monitor the impact of tariffs on our and our customers’ business, but we believe that over the long-term, end-consumer demand will remain consistent with historic levels. Additionally, in recent years, new supply of temperature-controlled warehousing capacity has come online, which is impacting occupancy and throughput in certain markets with excess capacity, although new supply coming online is expected to come down from recent levels. To optimize our global warehousing network and maximize NOI, we review our operations to determine whether it is beneficial to reposition or temporarily idle existing warehouses or consolidate existing operations. If such actions are taken, we strive to relocate customers affected by such activities into other warehouses in our global warehousing network.
•Labor. Following headwinds in recent years from wage inflation, labor shortages, and team member turnover, our team has focused on strategic initiatives to decrease turnover through our stock-based compensation awards, higher wages, engagement best practices, and training to help retain talent. Retention has improved due to these internal efforts and macroeconomic factors.
•Power Costs. Following increased power costs in prior years, particularly in our European operations, our power costs have stabilized. We have generally been able to pass increased power costs through to our customers, mitigating the impact of such cost increases on our operating results.
Refer to Item 1A. “Risk Factors” of our 2024 Annual Report in Form 10-K for additional information.
Foreign Currency Translation Impact on Our Operations
Our consolidated revenues and expenses are subject to variations caused by the net effect of foreign currency translation on revenues and expenses incurred by our operations outside the United States. Future fluctuations of foreign currency exchange rates and their impact on our consolidated financial statements are inherently uncertain. Our primary currency exposures are to the euro, Canadian dollar, British pound sterling, and Australian dollar. Revenues and expenses are typically denominated in the local currency of the country in which they are derived or incurred, which partially mitigates the net impact of foreign currency fluctuations on our operating results and margins.
How We Assess the Performance of Our Business
Segment Net Operating Income or “Segment NOI”
We evaluate the performance of our business segments based on their net operating income relative to our overall results of operations. We use the term “segment net operating income” or “segment NOI” to mean a segment’s revenues less its cost of operations (excluding any depreciation and amortization, general and administrative expense, stock-based compensation expense and related employer-paid payroll taxes from grants under our equity incentive plans, restructuring and impairment expense, gain and loss on sale of assets, and acquisition, transaction, and other expense). We use segment NOI to evaluate our segments for purposes of making operating decisions and assessing performance in accordance with Accounting Standards Codification (“ASC”) 280, Segment Reporting.
51


We also analyze the “segment NOI margin” for each of our business segments, which we calculate as segment NOI divided by segment revenues.
Same Warehouse Analysis
We define our “same warehouse” population annually at the beginning of the calendar year. Our same warehouse population includes properties that were owned, leased, or managed for the entirety of two comparable periods and that have reported at least twelve months of consecutive normalized operations prior to January 1 of the current calendar year. We define “normalized operations” as properties that have been open for operation or lease after development or significant modification, including the expansion of a warehouse footprint or a warehouse rehabilitation subsequent to an event, such as a natural disaster or similar event causing disruption to operations. In addition, our definition of “normalized operations” takes into account changes in the ownership structure (e.g., purchase of a previously leased warehouse would result in a change in the nature of expenditures in the compared periods), which would impact comparability in our global warehousing segment NOI.
Acquired properties will be included in the “same warehouse” population if owned or leased by us as of the first business day of the prior calendar year and still owned by us as of the end of the current reporting period, unless the property is under development. The “same warehouse” pool can also be adjusted during the year to remove properties that were sold or entering development subsequent to the beginning of the current calendar year. As such, the “same warehouse” population for the period ended September 30, 2025 includes all properties that we owned as of January 1, 2024 which had both been owned and had reached “normalized operations” by January 1, 2024.
We calculate “same warehouse NOI” as revenues for the same warehouse population less its cost of operations (excluding any depreciation and amortization, general and administrative expense, stock-based compensation expense and related employer-paid payroll taxes from grants under our equity incentive plan, restructuring and impairment expense, gains and losses on sale of assets, and acquisition, transaction, and other expense). We evaluate the performance of the warehouses we own, lease, or manage using a “same warehouse” analysis, and we believe that same warehouse NOI is helpful to investors as a supplemental performance measure because it includes the operating performance from the population of properties that is consistent from period to period, thereby eliminating the effects of changes in the composition of our warehouse portfolio on performance measures.
The following table shows the composition of our warehouse portfolio as of September 30, 2025.
Total warehouses(1)
 481
Same warehouse facilities
 418
Non-same warehouse facilities
 63
(1) Excludes 19 warehouses in our global integrated solutions segment as of September 30, 2025. We categorize warehouses as part of our global integrated solutions segment if the primary business conducted in those warehouses is within our global integrated solutions segment.
Same warehouse NOI is not a measurement of financial performance under GAAP. In addition, other companies providing temperature-controlled warehouse storage and handling and other warehouse services may not define same warehouse or calculate same warehouse NOI in a manner consistent with our definition or calculation. Same warehouse NOI should be considered as a supplement, but not as an alternative, to our results calculated in accordance with GAAP. We provide reconciliations of these measures in the discussions of our comparative results of operations below.
Economic Occupancy of Our Warehouses
We define average economic occupancy as the aggregate number of physical pallets on hand and any additional pallet positions otherwise contractually committed and paid for by customers for a given period divided by the approximate number of average physical pallet positions in our warehouse for the applicable period. We estimate the number of contractually committed pallet positions by taking into account the actual pallet commitment specified in each customer’s warehouse agreement and subtracting the physical pallets on hand for that customer. We regard economic occupancy as an important driver of our financial results.
Physical Occupancy of Our Warehouses
We define average physical occupancy as the average number of physical pallets on hand divided by the estimated number of average physical pallet positions in our warehouses for the applicable period. We estimate the number of physical pallet positions by taking into account actual racked space and by estimating unracked space on an as-if-racked basis.
52


We base this estimate on a formula utilizing the total cubic feet of each room within the warehouse that is unracked divided by the volume of an assumed rack space that is consistent with the characteristics of the relevant warehouse. The number of our pallet positions is reviewed and updated quarterly, taking into account changes in racking configurations and other warehouse attributes. We regard physical occupancy as an important driver of our financial results.
Throughput at Our Warehouses
The level and nature of throughput at our warehouses is an important factor impacting our warehouse services revenues. Throughput refers to the volume of inbound pallets that enter our warehouses plus the volume of outbound pallets that exit our warehouses, divided by two. Higher levels of throughput drive warehouse services revenues in our global warehousing segment, as customers are typically billed transactionally for these services. The nature of throughput may be driven by the expected inventory turns of the underlying product or commodity. Throughput pallets can be influenced by both customers’ production as well as shifts in demand preferences. Customers’ production levels, which respond to market conditions, labor availability, supply chain dynamics, and consumer preferences, may impact inbound pallets. Similarly, a change in inventory turnover due to shift in consumer demand may impact outbound pallets.
53


Results of Operations
The following discussion represents our analysis of results of operations for the three and nine months ended September 30, 2025 as compared to the three and nine months ended September 30, 2024.
Comparison of Results for the Three Months Ended September 30, 2025 and 2024
Global Warehousing Segment
The following table presents the operating results of our global warehousing segment for the three months ended September 30, 2025 and 2024.
Three Months Ended September 30,
2025 2024
Change
(in millions except revenue per pallet)
Warehouse storage
 $ 518  $ 508  2.0  %
Warehouse services
 495  464  6.7  %
Total global warehousing segment revenues
 1,013  972  4.2  %
Labor(1)
 385  352  9.4  %
Power
 62  58  6.9  %
Other warehouse costs(2)
 182  179  1.7  %
Total global warehousing segment cost of operations
 629  589  6.8  %
Global warehousing segment NOI
 $ 384  $ 383  0.3  %
Total global warehousing segment margin
 37.9  % 39.4  % (150)  bps
Number of warehouse sites
 481  468 
Warehouse storage(3)
Average economic occupancy
Average occupied economic pallets (in thousands)
 8,194  8,078  1.4  %
Economic occupancy percentage
 80.3  % 82.0  % (170)  bps
Storage revenue per economic occupied pallet
 $ 63.25  $ 62.85  0.6  %
Average physical occupancy
Average physical occupied pallets (in thousands)
 7,521  7,431  1.2  %
Average physical pallet positions (in thousands)
 10,205  9,849  3.6  %
Physical occupancy percentage
 73.7  % 75.4  % (170)  bps
Storage revenue per physical occupied pallet
 $ 68.91  $ 68.32  0.9  %
Warehouse services(3)
Throughput pallets (in thousands)
 14,137  13,188  7.2  %
Warehouse services revenue per throughput pallet
 $ 32.21  $ 32.21  —  %
(1) Labor cost of operations excludes $2 million and $1 million of stock-based compensation expense and related employer-paid payroll taxes for the three months ended September 30, 2025 and 2024, respectively.
(2) Includes real estate rent expense (operating leases) of $23 million and $25 million for the three months ended September 30, 2025 and 2024, respectively, and non-real estate rent expense (equipment lease and rentals) of $4 million and $3 million for the three months ended September 30, 2025 and 2024, respectively.
(3) Warehouse storage and warehouse services metrics exclude facilities owned or leased by the customer for which we manage the warehouse operations on their behalf (“managed sites”).
54


Global warehousing segment revenues were $1,013 million for the three months ended September 30, 2025, an increase of $41 million, or 4.2%, compared to $972 million for the three months ended September 30, 2024. The net increase was primarily driven by a $59 million increase in our non-same warehouse pool, partially offset by a $18 million decrease in our same warehouse pool, further discussed below. The foreign currency translation of revenues earned by our foreign operations had a $7 million favorable impact compared to the three months ended September 30, 2024.
Global warehousing segment cost of operations was $629 million for the three months ended September 30, 2025, an increase of $40 million, or 6.8%, compared to $589 million for the three months ended September 30, 2024. The net increase was primarily driven by a $45 million increase in costs of our non-same warehouse pool, partially offset by a $5 million decrease in costs of our same warehouse pool, further discussed below. The foreign currency translation of cost of operations from our foreign operations had a $5 million unfavorable impact compared to the three months ended September 30, 2024.
Global warehousing segment NOI was $384 million for the three months ended September 30, 2025, an increase of $1 million, or 0.3%, compared to $383 million for the three months ended September 30, 2024. The net increase included an increase of $14 million in our non-same warehouse pool, partially offset by a decrease of $13 million in our same warehouse pool. The foreign currency translation from our foreign operations had a $2 million net favorable impact compared to the three months ended September 30, 2024.
55


Same Warehouse Results
The following table presents revenues, cost of operations, same warehouse NOI, and margins for our same warehouses for the three months ended September 30, 2025 and 2024.
Three Months Ended September 30,
2025 2024
Change
(in millions except revenue per pallet)
 
Warehouse storage
 $ 470  $ 474  (0.8) %
Warehouse services
 422  436  (3.2) %
Total same warehouse revenues
 892  910  (2.0) %
Labor
 332  330  0.6  %
Power
 54  54  —  %
Other warehouse costs
 155  162  (4.3) %
Total same warehouse cost of operations
 541  546  (0.9) %
Same warehouse NOI
 $ 351  $ 364  (3.6) %
Total same warehouse margin
 39.3  % 40.0  % (70)  bps
Number of same warehouse sites
 418  418 
Warehouse storage(1)
Economic occupancy
Average occupied economic pallets (in thousands)
 7,372  7,501  (1.7) %
Economic occupancy percentage
 82.3  % 83.1  % (80)  bps
Storage revenue per economic occupied pallet
 $ 63.76  $ 63.20  0.9  %
Physical occupancy
Average physical occupied pallets (in thousands)
 6,738  6,893  (2.2) %
Average physical pallet positions (in thousands)
 8,961  9,029  (0.8) %
Physical occupancy percentage
 75.2  % 76.3  % (110)  bps
Storage revenue per physical occupied pallet
 $ 69.76  $ 68.78  1.4  %
Warehouse services(1)
Throughput pallets (in thousands)
 12,066  12,310  (2.0) %
Warehouse services revenue per throughput pallet
 $ 31.66  $ 32.13  (1.5) %
(1) Warehouse storage and warehouse services metrics exclude managed sites.
Same warehouse storage revenues decreased $4 million, or 0.8%, compared to the three months ended September 30, 2024, primarily driven by lower average occupancy, partially offset by an increase in average rates. Economic occupancy decreased by 80 basis points, as our customers rationalized inventory and production levels during continued economic pressures. Same warehouse storage revenues per economic occupied pallet increased 0.9% compared to three months ended September 30, 2024, primarily driven by favorable rates, as discussed above, and other changes in our business profile in response to changing customer needs.
Same warehouse services revenues decreased $14 million, or 3.2%, compared to the three months ended September 30, 2024, primarily due to lower throughput volumes, lower average rates, and other changes in our business profile in response to changing customer needs. Same warehouse services revenue per throughput pallet decreased 1.5% compared to the three months ended September 30, 2024. Throughput pallets at our same warehouses decreased 2.0% compared to the three months ended September 30, 2024, primarily driven by customer rationalization of inventory and production levels, as discussed above.
56


Same warehouse cost of operations decreased $5 million, or 0.9%, compared to the three months ended September 30, 2024, primarily driven by lower other warehouse costs resulting from decreases in occupancy and throughput volumes discussed above.
Non-Same Warehouse Results
The following table presents revenues, cost of operations, non-same warehouse NOI, and margins for our non-same warehouses for the three months ended September 30, 2025 and 2024.
Three Months Ended September 30,
2025 2024
Change
(in millions except revenue per pallet)
Warehouse storage
 $ 48  $ 34  41.2  %
Warehouse services
 73  28  160.7  %
Total non-same warehouse revenues
 121  62  95.2  %
Labor
 53  22  140.9  %
Power
 8  4  100.0  %
Other warehouse costs
 27  17  58.8  %
Total non-same warehouse cost of operations
 88  43  104.7  %
Non-same warehouse NOI
 $ 33  $ 19  73.7  %
Total non-same warehouse margin
 27.3  % 30.6  % (330)  bps
Number of non-same warehouse sites(1)
 63  50 
Warehouse storage (2)
Economic occupancy
Average occupied economic pallets (in thousands)
 822  577  42.5  %
Economic occupancy percentage
 66.1  % 70.4  % (430) bps
Storage revenue per economic occupied pallet
 $ 58.61  $ 58.31  0.5  %
Physical occupancy
 
 
 
Average physical occupied pallets (in thousands)
 783  538  45.5  %
Average physical pallet positions (in thousands)
 1,244  820  51.7  %
Physical occupancy percentage
 62.9  % 65.6  % (270) bps
Storage revenue per physical occupied pallet
 $ 61.52  $ 62.51  (1.6) %
Warehouse services (2)
Throughput pallets (in thousands)
 2,071  878  135.9  %
Warehouse services revenue per throughput pallet
 $ 35.39  $ 33.40  6.0  %
(1) Refer to our “Same Warehouse Analysis,” which describes the composition of our non-same warehouse pool.
(2) Warehouse storage and warehouse services metrics exclude managed sites.
Non-same warehouse revenues increased $59 million, or 95.2%, compared to the three months ended September 30, 2024, including approximately $56 million from acquisitions and $8 million from recently completed greenfield and expansion projects, partially offset by a $5 million net decrease from other non-same warehouse sites.
Non-same warehouse cost of operations increased $45 million, or 104.7%, compared to the three months ended September 30, 2024, including approximately $41 million from acquisitions, $3 million from recently completed greenfield and expansion projects, and $1 million from other non-same warehouse sites.
57


Global Integrated Solutions Segment
The following table presents the operating results of our global integrated solutions segment for the three months ended September 30, 2025 and 2024.
Three Months Ended September 30,
2025 2024
Change
(in millions)
Global Integrated Solutions segment revenues
 $ 364  $ 363  0.3  %
Global Integrated Solutions segment cost of operations(1)
 299  307  (2.6) %
Global Integrated Solutions segment NOI
 $ 65  $ 56  16.1  %
Global Integrated Solutions margin
 17.9  % 15.4  % 250   bps
(1) Cost of operations excludes $2 million and less than $1 million of stock-based compensation expense and related employer-paid payroll taxes for the three months ended September 30, 2025 and 2024, respectively.
Global integrated solutions segment revenues were $364 million for the three months ended September 30, 2025, an increase of $1 million, or 0.3%, compared to $363 million for the three months ended September 30, 2024. The foreign currency translation of revenues earned by our foreign operations had a $5 million favorable impact compared to the three months ended September 30, 2024. Excluding the impact of foreign currency translation, a net decrease was primarily driven by the divestiture of the Spain Transportation business which occurred in August 2025, partially offset by higher foodservice, rail, and direct-to-consumer volumes.
Global integrated solutions segment cost of operations was $299 million for the three months ended September 30, 2025, a decrease of $8 million, or 2.6%, compared to $307 million for the three months ended September 30, 2024. The foreign currency translation of cost of operations from our foreign operations had a $5 million unfavorable impact compared to the three months ended September 30, 2024. Excluding the impact of foreign currency translation, the decrease was primarily driven by the above-mentioned divestiture of the Spain Transportation business and cost control measures.
Global integrated solutions segment NOI was $65 million for the three months ended September 30, 2025, an increase of $9 million, or 16.1%, compared to $56 million for the three months ended September 30, 2024. Foreign currency translation had a less than $1 million net favorable impact compared to the three months ended September 30, 2024.
Other Consolidated Operating Expenses
Three Months Ended September 30,
Change
2025 2024
%
(in millions)
Other consolidated operating expense:
Depreciation and amortization expense
 $ 230  $ 210  9.5  %
General and administrative expense
 $ 145  $ 143  1.4  %
Acquisition, transaction, and other expense
 $ 12  $ 592  (98.0) %
Restructuring, impairment, and (gain) loss on disposals
 $ 23  $ 8 
n.m.(1)
(1) n.m. (not meaningful) throughout this Quarterly Report is used in place of percentage changes where the change is excessive, involves a comparison between income and loss amounts, or involves a comparison to zero.
Depreciation and amortization expense. Depreciation and amortization expense was $230 million for the three months ended September 30, 2025, an increase of $20 million, or 9.5%, compared to $210 million for the three months ended September 30, 2024. The increase was primarily related to information technology investments, acquisitions, and greenfield and expansion projects.
58


General and administrative expense. General and administrative expenses were $145 million for the three months ended September 30, 2025, an increase of $2 million, or 1.4%, compared to $143 million for the three months ended September 30, 2024. For the three months ended September 30, 2025 and 2024, general and administrative expenses were 10.5% and 10.7% of total revenues, respectively.
Acquisition, transaction, and other expense. Acquisition, transaction, and other expenses were $12 million for the three months ended September 30, 2025, a decrease of $580 million compared to $592 million for the three months ended September 30, 2024. The decrease was primarily due to costs associated with our IPO, including internalization costs and stock-based compensation expense related to one-time awards associated with the IPO. For further detail on costs associated with our IPO and stock-based compensation, see Note 2, Capital structure and noncontrolling interests and Note 15, Stock-based compensation to the condensed consolidated financial statements included in this Quarterly Report.
Restructuring, impairment, and (gain) loss on disposals. Restructuring, impairment, and (gain) loss on disposals were net expenses of $23 million for the three months ended September 30, 2025, an increase of $15 million compared to net expenses of $8 million for the three months ended September 30, 2024. The increase was primarily due to a goodwill impairment during the three months ended September 30, 2025, partially offset by a net decrease related to decreased net gains associated with a fire which occurred in April 2024 at the Company’s warehouse in Kennewick, Washington, further discussed below.
During the three months ended September 30, 2025, we recorded a goodwill impairment of $28 million (see Note 6, Goodwill and other intangible assets, net in the condensed consolidated financial statements included in this Quarterly Report for details).

The three months ended September 30, 2025 included a net gain of $10 million resulting from insurance reimbursement related to the Kennewick, Washington fire. The three months ended September 30, 2024 included a net gain of $5 million related to the fire, consisting of an insurance reimbursement of $18 million, partially offset by $12 million of clean-up costs and a $1 million loss of carrying value of the impaired assets (see Note 17, Commitments and contingencies in our condensed consolidated financial statements included in this Quarterly Report for details).
Other Income (Expense)
The following table presents other items of income and expense for the three months ended September 30, 2025 and 2024.
Three Months Ended September 30,
Change
2025 2024
%
(in millions)
Other income (expense):
Interest expense, net $ (68) $ (82) (17.1)  %
Gain (loss) on extinguishment of debt $ (3) $ (6) (50.0)  %
Gain (loss) on foreign currency transactions, net $ (6) $ 14  n.m.
Equity income (loss), net of tax $ (2) $ —  n.m.
Other nonoperating income (expense), net $ (57) $ 1  n.m.
Interest expense, net. We reported net interest expense of $68 million for the three months ended September 30, 2025, a decrease of $14 million, or 17.1%, compared to $82 million for the three months ended September 30, 2024. The average effective interest rate of our outstanding debt was 4.3% for the three months ended September 30, 2025, a decrease from 5.8% for the three months ended September 30, 2024, due to lower average borrowings after substantial debt repayments with IPO proceeds during the three months ended September 30, 2024. As a result of this repayment, the notional value of our hedging instruments represents a larger proportion of our overall borrowings. When taking into account income (expense) generated from hedging instruments, the average effective interest rate of our outstanding debt was 3.1% for the three months ended September 30, 2025, a decrease from 4.2% for the three months ended September 30, 2024. For additional information regarding our net interest expense, see Note 11, Interest expense in our condensed consolidated financial statements included in this Quarterly Report.
Gain (loss) on extinguishment of debt. We recognized a loss on debt extinguishment of $3 million during the three months ended September 30, 2025, as a result of repaying debt related to the Spain Transportation business. We recognized a loss on debt extinguishment of $6 million for the three months ended September 30, 2024, related to unamortized deferred financing costs previously capitalized for the Delayed Draw Term Loan (DDTL), which was repaid on July 26, 2024.
59


For additional information regarding our debt, see Note 9, Debt in our condensed consolidated financial statements included in this Quarterly Report.
Gain (loss) on foreign currency transactions, net. We reported a net foreign currency exchange loss of $6 million for the three months ended September 30, 2025, compared to a net gain of $14 million for the three months ended September 30, 2024. The increase in foreign currency exchange loss was due to movements in foreign currency exchange rates against the U.S. dollar, primarily driven by the euro.
Equity income (loss), net of tax. We reported $2 million of net loss from equity method investments for the three months ended September 30, 2025, compared to a net loss of less than $1 million for the three months ended September 30, 2024, primarily related to our investment in Emergent Cold LatAm Holdings, LLC.
Other nonoperating income (expense), net. We reported $57 million of other nonoperating expense for the three months ended September 30, 2025, compared to income of $1 million for the three months ended September 30, 2024. During the three months ended September 30, 2025, we recognized a loss of $60 million on the sale of Spain Transportation, a European subsidiary. For additional information regarding the divestiture, see Note 4, Business combinations, asset acquisitions, and divestitures in the condensed consolidated financial statements included in this Quarterly Report.
Income Tax Expense (Benefit)
Income tax expense for the three months ended September 30, 2025 was $11 million, which represented an increase of $56 million from an income tax benefit of $45 million for the three months ended September 30, 2024. The tax expense in 2025 was principally created by the tax-effect of pre-tax earnings in various jurisdictions, nondeductible expenses including stock-based compensation and interest expense, and financial statement losses for which no tax benefit was recognized. The tax benefit in 2024 was principally created by the tax-effect of pre-tax earnings in various jurisdictions, tax adjustments related to REIT activity, and changes to valuation allowances recorded in the period. Our income taxes are discussed in more detail in Note 8, Income taxes to the condensed consolidated financial statements included in this Quarterly Report.
The Organization for Economic Co-operation and Development (“OECD”) has issued Pillar Two Model Rules (“Pillar Two”) introducing a new global minimum tax of 15% effective on January 1, 2024. While the U.S. has not yet adopted the Pillar Two rules, various other governments around the world are enacting legislation. In 2025, we expect to incur insignificant tax expenses in connection with Pillar Two and are continuing to evaluate the potential impact on our business in future periods.
60


Comparison of Results for the Nine Months Ended September 30, 2025 and 2024
Global Warehousing Segment
The following table presents the operating results of our global warehousing segment for the nine months ended September 30, 2025 and 2024.
Nine Months Ended September 30,
2025 2024
Change
(in millions except revenue per pallet)
Warehouse storage
 $ 1,523  $ 1,534  (0.7) %
Warehouse services
 1,404  1,373  2.3  %
Total global warehousing segment revenues
 2,927  2,907  0.7  %
Labor(1)
 1,109  1,062  4.4  %
Power
 162  155  4.5  %
Other warehouse costs(2)
 545  538  1.3  %
Total global warehousing segment cost of operations
 1,816  1,755  3.5  %
Global warehousing segment NOI
 $ 1,111  $ 1,152  (3.6) %
Total global warehousing segment margin
 38.0  % 39.6  % (160)  bps
Number of warehouse sites
 481  468 
Warehouse storage(3)
Average economic occupancy
Average occupied economic pallets (in thousands)
 8,083  8,121  (0.5) %
Economic occupancy percentage
 80.1  % 82.8  % (270)  bps
Storage revenue per economic occupied pallet
 $ 188.29  $ 188.87  (0.3) %
Average physical occupancy
Average physical occupied pallets (in thousands)
 7,479  7,504  (0.3) %
Average physical pallet positions (in thousands)
 10,086  9,803  2.9  %
Physical occupancy percentage
 74.2  % 76.5  % (230)  bps
Storage revenue per physical occupied pallet
 $ 203.49  $ 204.39  (0.4) %
Warehouse services(3)
Throughput pallets (in thousands)
 40,251  39,239  2.6  %
Warehouse services revenue per throughput pallet
 $ 31.98  $ 32.08  (0.3) %
(1) Labor cost of operations excludes $6 million and $1 million of stock-based compensation expense and related employer-paid payroll taxes for the nine months ended September 30, 2025 and 2024, respectively.
(2) Includes real estate rent expense (operating leases) of $69 million and $75 million for the nine months ended September 30, 2025 and 2024, respectively, and non-real estate rent expense (equipment lease and rentals) of $14 million and $12 million for the nine months ended September 30, 2025 and 2024, respectively.
(3) Warehouse storage and warehouse services metrics exclude managed sites.
Global warehousing segment revenues were $2,927 million for the nine months ended September 30, 2025, an increase of $20 million, or 0.7%, compared to $2,907 million for the nine months ended September 30, 2024. The net increase was primarily driven by a $100 million net increase in our non-same warehouse pool, partially offset by a $80 million decrease in our same warehouse pool, further discussed below. The foreign currency translation of revenues earned by our foreign operations had a $2 million favorable impact compared to the nine months ended September 30, 2024.
Global warehousing segment cost of operations was $1,816 million for the nine months ended September 30, 2025, an increase of $61 million, or 3.5%, compared to $1,755 million for the nine months ended September 30, 2024. A $78 million net increase in our non-same warehouse pool, was partially offset by a $17 million decrease in our same warehouse pool, further discussed below.
61


The foreign currency translation of cost of operations from our foreign operations had a $1 million unfavorable impact compared to the nine months ended September 30, 2024.
Global warehousing segment NOI was $1,111 million for the nine months ended September 30, 2025, a decrease of $41 million, or 3.6%, compared to $1,152 million for the nine months ended September 30, 2024. The net decrease included a decrease of $63 million in our same warehouse pool, partially offset by a net increase of $22 million in our non-same warehouse pool. The foreign currency translation from our foreign operations had a $1 million net favorable impact compared to the nine months ended September 30, 2024.
Same Warehouse Results
The following table presents revenues, cost of operations, same warehouse NOI, and margins for our same warehouses for the nine months ended September 30, 2025 and 2024.
Nine Months Ended September 30,
2025 2024 Change
(in millions except revenue per pallet)
 
Warehouse storage
 $ 1,381  $ 1,426  (3.2) %
Warehouse services
 1,253  1,288  (2.7) %
Total same warehouse revenues
 2,634  2,714  (2.9) %
Labor 989  996  (0.7) %
Power
 143  143  —  %
Other warehouse costs
 477  487  (2.1) %
Total same warehouse cost of operations
 1,609  1,626  (1.0) %
Same warehouse NOI
 $ 1,025  $ 1,088  (5.8) %
Total same warehouse margin
 38.9  % 40.1  % (120)  bps
Number of same warehouse sites
 418  418 
Warehouse storage(1)
Economic occupancy
Average occupied economic pallets (in thousands)
 7,342  7,537  (2.6) %
Economic occupancy percentage
 81.8  % 83.3  % (150)  bps
Storage revenue per economic occupied pallet
 $ 187.97  $ 189.20  (0.7) %
Physical occupancy
Average physical occupied pallets (in thousands)
 6,781  6,954  (2.5) %
Average physical pallet positions (in thousands)
 8,980  9,043  (0.7) %
Physical occupancy percentage
 75.5  % 76.9  % (140)  bps
Storage revenue per physical occupied pallet
 $ 203.54  $ 205.05  (0.7) %
Warehouse services(1)
Throughput pallets (in thousands)
 35,910  36,649  (2.0) %
Warehouse services revenue per throughput pallet
 $ 31.73  $ 32.02  (0.9) %
(1) Warehouse storage and warehouse services metrics exclude managed sites.
62


Same warehouse storage revenues decreased $45 million, or 3.2%, compared to the nine months ended September 30, 2024, primarily driven by lower average occupancy and lower average rates, as rate increases were more than offset by changes in customer mix. Economic occupancy decreased by 150 basis points, as our customers rationalized inventory and production levels during continued economic pressures. Same warehouse storage revenues per economic occupied pallet decreased 0.7% compared to the prior year period, primarily driven by unfavorable rates, as discussed above, and other changes in our business profile in response to changing customer needs.
Same warehouse services revenues decreased $35 million, or 2.7%, compared to the nine months ended September 30, 2024, primarily driven by lower throughput volumes, lower rates, and other changes in our business profile in response to changing customer needs. Same warehouse services revenue per throughput pallet decreased 0.9% compared to the prior year period. Throughput pallets at our same warehouses decreased 2.0% compared to the nine months ended September 30, 2024, primarily driven by customer rationalization of inventory and production levels as discussed above.
Same warehouse cost of operations decreased $17 million, or 1.0%, compared to the nine months ended September 30, 2024, primarily driven by lower labor and other warehouse costs resulting from decreases in occupancy and throughput volumes discussed above.
63


Non-Same Warehouse Results
The following table presents revenues, cost of operations, non-same warehouse NOI, and margins for our non-same warehouses for the nine months ended September 30, 2025 and 2024.
Nine Months Ended September 30,
2025 2024
Change
(in millions except revenue per pallet)
Warehouse storage
 $ 142  $ 108  31.5  %
Warehouse services
 151  85  77.6  %
Total non-same warehouse revenues
 293  193  51.8  %
Labor
 120  66  81.8  %
Power
 19  12  58.3  %
Other warehouse costs
 68  51  33.3  %
Total non-same warehouse cost of operations
 207  129  60.5  %
Non-same warehouse NOI
 $ 86  $ 64  34.4  %
Total non-same warehouse margin
 29.4  % 33.2  % (380)  bps
Number of non-same warehouse sites(1)
 63  50 
Warehouse storage(2)
Economic occupancy
Average occupied economic pallets (in thousands)
 741  584  26.9  %
Economic occupancy percentage
 67.0  % 76.8  % (980)  bps
Storage revenue per economic occupied pallet
 $ 191.67  $ 184.64  3.8  %
Physical occupancy
 
 
 
Average physical occupied pallets (in thousands)
 698  550  26.9  %
Average physical pallet positions (in thousands)
 1,106  760  45.5  %
Physical occupancy percentage
 63.1  % 72.4  % (930)  bps
Storage revenue per physical occupied pallet
 $ 203.74  $ 196.18  3.9  %
Warehouse services(2)
Throughput pallets (in thousands)
 4,341  2,590  67.6  %
Warehouse services revenue per throughput pallet
 $ 34.02  $ 32.83  3.6  %
(1) Refer to our “Same Warehouse Analysis,” which describes the composition of our non-same warehouse pool.
(2) Warehouse storage and warehouse services metrics exclude managed sites.
Non-same warehouse revenues increased $100 million, or 51.8%, compared to the nine months ended September 30, 2024, including approximately $113 million from acquisitions and $18 million from recently completed greenfield and expansion projects, partially offset by a $32 million net decrease from other non-same warehouse sites.
Non-same warehouse cost of operations increased $78 million, or 60.5%, compared to the nine months ended September 30, 2024, including approximately $80 million from acquisitions and $7 million from recently completed greenfield and expansion projects, partially offset by a $10 million net decrease from other non-same warehouse sites.
64


Global Integrated Solutions Segment
The following table presents the operating results of our global integrated solutions segment for the nine months ended September 30, 2025 and 2024.
Nine Months Ended September 30,
2025 2024
Change
(in millions)
Global Integrated Solutions segment revenues
 $ 1,092  $ 1,094  (0.2) %
Global Integrated Solutions segment cost of operations(1)
 902  916  (1.5) %
Global Integrated Solutions segment NOI
 $ 190  $ 178  6.7  %
Global Integrated Solutions margin
 17.4  % 16.3  % 110   bps
(1) Cost of operations excludes $4 million and less than $1 million of stock-based compensation expense and related employer-paid payroll taxes for the nine months ended September 30, 2025 and 2024, respectively.
Global integrated solutions segment revenues were $1,092 million for the nine months ended September 30, 2025, a decrease of $2 million, or 0.2%, compared to $1,094 million for the nine months ended September 30, 2024. The decrease was primarily due to lower transportation volumes and the divestiture of the Spain Transportation business which occurred in August 2025, partially offset by higher foodservice, direct-to-consumer, and rail volumes. In addition, the foreign currency translation of revenues earned by our foreign operations had a $8 million favorable impact compared to the nine months ended September 30, 2024.
Global integrated solutions segment cost of operations was $902 million for the nine months ended September 30, 2025, a decrease of $14 million, or 1.5%, compared to $916 million for the nine months ended September 30, 2024. The decrease was primarily due to lower transportation volumes, the above-mentioned sale of the Spain Transportation business, and cost control measures. The foreign currency translation of cost of operations from our foreign operations had an $8 million unfavorable impact compared to the nine months ended September 30, 2024.
Global integrated solutions segment NOI was $190 million for the nine months ended September 30, 2025, an increase of $12 million, or 6.7%, compared to $178 million for the nine months ended September 30, 2024. Foreign currency translation had a net favorable impact of less than $1 million compared to nine months ended September 30, 2024.
Other Consolidated Operating Expenses
Nine Months Ended September 30,
Change
2025 2024
%
(in millions)
Other consolidated operating expense:
Depreciation and amortization expense
 $ 666  $ 640  4.1  %
General and administrative expense
 $ 442  $ 394  12.2  %
Acquisition, transaction, and other expense
 $ 64  $ 612  (89.5) %
Restructuring, impairment, and (gain) loss on disposals
 $ 5  $ 23  (78.3) %
Depreciation and amortization expense. Depreciation and amortization expense was $666 million for the nine months ended September 30, 2025, an increase of $26 million, or 4.1%, compared to $640 million for the nine months ended September 30, 2024. The increase was primarily related to acquisitions and greenfield and expansion projects.
General and administrative expense. General and administrative expenses were $442 million for the nine months ended September 30, 2025, an increase of $48 million, or 12.2%, compared to $394 million for the nine months ended September 30, 2024. The increase was primarily due to $51 million of additional stock-based compensation expense driven by the restructuring of our equity compensation plans in conjunction with becoming a public company. For the nine months ended September 30, 2025 and 2024, general and administrative expenses were 11.0% and 9.8% of total revenues, respectively, with the increase primarily driven by the stock-based compensation expense mentioned above.
65


Acquisition, transaction, and other expense. Acquisition, transaction, and other expenses were $64 million for the nine months ended September 30, 2025, a decrease of $548 million compared to $612 million for the nine months ended September 30, 2024. The decrease was primarily due to costs associated with our IPO, including internalization costs and stock-based compensation expense related to one-time awards associated with the IPO, partially offset by fair value adjustments related to put options issued in connection with the IPO which were recognized during the nine months ended September 30, 2025. For further detail on costs associated with our IPO and stock-based compensation, see Note 2, Capital structure and noncontrolling interests and Note 15, Stock-based compensation to the condensed consolidated financial statements included in this Quarterly Report.
Restructuring, impairment, and (gain) loss on disposals. Restructuring, impairment, and (gain) loss on disposals were net expenses of $5 million for the nine months ended September 30, 2025, a decrease of $18 million compared to net expenses of $23 million for the nine months ended September 30, 2024. The decrease primarily related to decreased net gains associated with a fire that occurred in April 2024 at the Company’s warehouse in Kennewick, Washington, partially offset by a goodwill impairment during the nine months ended September 30, 2025, further discussed below.
The nine months ended September 30, 2025 included a net gain of $47 million related to the Kennewick, Washington fire, primarily from $48 million of insurance reimbursement. The nine months ended September 30, 2024 included a net gain of $4 million related to the fire, consisting of an insurance reimbursement of $50 million, partially offset by $25 million loss of carrying value of the impaired assets and $21 million of clean-up costs (see Note 17, Commitments and contingencies in our condensed consolidated financial statements included in this Quarterly Report for details).
During the nine months ended September 30, 2025, we recorded a goodwill impairment of $28 million (see Note 6, Goodwill and other intangible assets, net in the condensed consolidated financial statements included in this Quarterly Report for details).
Other Income (Expense)
The following table presents other items of income and expense for the nine months ended September 30, 2025 and 2024.
Nine Months Ended September 30,
Change
2025 2024
%
(in millions)
Other income (expense):
Interest expense, net $ (195) $ (369) (47.2)  %
Gain (loss) on extinguishment of debt $ (3) $ (13) (76.9)  %
Gain (loss) on foreign currency transactions, net $ 36  $ 5  n.m.
Equity income (loss), net of tax $ (3) $ (3) —   %
Other nonoperating income (expense), net $ (56) $ 1  n.m.
Interest (expense), net. We reported net interest expense of $195 million for the nine months ended September 30, 2025, a decrease of $174 million, or 47.2%, compared to $369 million for the nine months ended September 30, 2024. The average effective interest rate of our outstanding debt was 4.3% for the nine months ended September 30, 2025, a decrease from 6.4% for the nine months ended September 30, 2024, due to lower average borrowings after substantial debt repayments with IPO proceeds during the nine months ended September 30, 2024. As a result of this repayment, the notional value of our hedging instruments represents a larger proportion of our overall borrowings. When taking into account income (expense) generated from hedging instruments, the average effective interest rate of our outstanding debt was 3.0% for the nine months ended September 30, 2025, a decrease from 5.1% for the nine months ended September 30, 2024. For additional information regarding our net interest expense, see Note 11, Interest expense in our condensed consolidated financial statements included in this Quarterly Report.
Gain (loss) on extinguishment of debt. We recognized a loss on debt extinguishment of $3 million during the nine months ended September 30, 2025, as a result of repaying debt relating to the Spain Transportation business. We recognized a loss on debt extinguishment of $13 million for the nine months ended September 30, 2024, as the result of various debt refinancing agreements. For additional information regarding our debt, see Note 9, Debt in our condensed consolidated financial statements included in this Quarterly Report.
66


Gain (loss) on foreign currency transactions, net. We reported a net foreign currency exchange gain of $36 million for the nine months ended September 30, 2025 compared to a net gain of $5 million for the nine months ended September 30, 2024. The increase in foreign currency exchange gain was due to changes in foreign currency exchange rates against the U.S. dollar, with the largest impacts driven by the euro.
Equity income (loss), net of tax. We reported a net loss from equity method investments of $3 million for both the nine months ended September 30, 2025 and 2024. The net loss in both periods was primarily related to our investment in Emergent Cold LatAm Holdings, LLC.
Other nonoperating income (expense), net. We reported $56 million of other nonoperating loss for the nine months ended September 30, 2025, compared to net income of $1 million for the nine months ended September 30, 2024. During the nine months ended September 30, 2025, we recognized a loss of $60 million on the sale of Spain Transportation, a European subsidiary. For additional information regarding the divestiture, see Note 4, Business combinations, asset acquisitions, and divestitures in our the condensed consolidated financial statements included in this Quarterly Report.
Income Tax Expense (Benefit)
Income tax expense for the nine months ended September 30, 2025 was $12 million, an increase of $60 million from an income tax benefit of $48 million for the nine months ended September 30, 2024. The tax expense in 2025 was principally created by the tax-effect of pre-tax earnings in various jurisdictions, nondeductible expenses including stock-based compensation and interest expense, and financial statement losses for which no tax benefit was recognized. The tax benefit in 2024 was principally created by the tax-effect of pre-tax earnings in various jurisdictions, tax adjustments related to REIT activity, and changes to valuation allowances recorded in the period. Our income taxes are discussed in more detail in Note 8, Income taxes to the condensed consolidated financial statements included in this Quarterly Report.
Non-GAAP Financial Measures
We use the following non-GAAP financial measures as supplemental performance measures of our business: segment NOI, FFO, Core FFO, Adjusted FFO, EBITDA, EBITDAre, and Adjusted EBITDA. We also use same warehouse and non-same warehouse metrics described above.
We calculate total segment NOI (or “NOI”) as our total revenues less our cost of operations (excluding any depreciation and amortization, general and administrative expense, stock-based compensation expense and related employer-paid payroll taxes from grants under our equity incentive plans, restructuring and impairment expense, gain and loss on sale of assets, and acquisition, transaction, and other expense). We use segment NOI to evaluate our segments for purposes of making operating decisions and assessing performance in accordance with ASC 280, Segment Reporting. We believe segment NOI is helpful to investors as a supplemental performance measure to net income because it assists both investors and management in understanding the core operations of our business. There is no industry definition of segment NOI and, as a result, other REITs may calculate segment NOI or other similarly-captioned metrics in a manner different than we do.
67


The table below reconciles total segment NOI to net income (loss), which is the most directly comparable financial measure calculated in accordance with GAAP, in each case for the three and nine months ended September 30, 2025 and 2024.
Three Months Ended September 30, Nine Months Ended September 30,
(in millions) 2025 2024 2025 2024
Net income (loss) $ (112) $ (543) $ (119) $ (671)
Stock-based compensation expense and related employer-paid payroll taxes in cost of operations 4  1  10  1 
General and administrative expense 145  143  442  394 
Depreciation expense 174  156  502  478 
Amortization expense 56  54  164  162 
Acquisition, transaction, and other expense 12  592  64  612 
Restructuring, impairment, and (gain) loss on disposals 23  8  5  23 
Equity (income) loss, net of tax 2  —  3  3 
(Gain) loss on foreign currency transactions, net 6  (14) (36) (5)
Interest expense, net 68  82  195  369 
(Gain) loss on extinguishment of debt 3  6  3  13 
Other nonoperating (income) expense, net 57  (1) 56  (1)
Income tax expense (benefit) 11  (45) 12  (48)
Total segment NOI
 $ 449  $ 439  $ 1,301  $ 1,330 
We calculate EBITDA for Real Estate, or “EBITDAre”, in accordance with the standards established by the Board of Governors of the National Association of Real Estate Investment Trusts, or “NAREIT”, defined as earnings before interest income or expense, taxes, depreciation and amortization, net loss or gain on sale of real estate, net of withholding taxes, impairment write-downs on real estate property, and adjustments to reflect our share of EBITDAre for partially owned entities. EBITDAre is a measure commonly used in our industry, and we present EBITDAre to enhance investor understanding of our operating performance. We believe that EBITDAre provides investors and analysts with a measure of operating results unaffected by differences in capital structures, capital investment cycles, and useful life of related assets among otherwise comparable companies.
We also calculate our Adjusted EBITDA as EBITDAre further adjusted for the effects of gain or loss on the sale of non-real estate assets, gain or loss on the destruction of property (net of insurance proceeds), other nonoperating income or expense, acquisition, restructuring, and other expense, foreign currency exchange gain or loss, stock-based compensation expense and related employer-paid payroll taxes from grants under our equity incentive plans, loss or gain on debt extinguishment and modification, non-real estate impairments, technology transformation, and reduction in EBITDAre from partially owned entities. We believe that the presentation of Adjusted EBITDA provides a measurement of our operations that is meaningful to investors because it excludes the effects of certain items that are otherwise included in EBITDAre but which we do not believe are indicative of our core business operations. EBITDAre and Adjusted EBITDA are not measurements of financial performance under GAAP, and our EBITDAre and Adjusted EBITDA may not be comparable to similarly titled measures of other companies. You should not consider our EBITDAre and Adjusted EBITDA as alternatives to net income or cash flows from operating activities determined in accordance with GAAP. Our calculations of EBITDAre and Adjusted EBITDA have limitations as analytical tools, including the following:
•these measures do not reflect our historical or future cash requirements for maintenance capital expenditures or growth and expansion capital expenditures;
•these measures do not reflect changes in, or cash requirements for, our working capital needs;
•these measures do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our indebtedness;
•these measures do not reflect our tax expense or the cash requirements to pay our taxes; and
68


•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and these measures do not reflect any cash requirements for such replacements.
We use EBITDA, EBITDAre, and Adjusted EBITDA as measures of our operating performance and not as measures of liquidity.
The table below reconciles EBITDA, EBITDAre, and Adjusted EBITDA to net income (loss), which is the most directly comparable financial measure calculated in accordance with GAAP, in each case for the three and nine months ended September 30, 2025 and 2024.
Three Months Ended September 30, Nine Months Ended September 30,
(in millions) 2025 2024 2025 2024
Net income (loss)
 $ (112) $ (543) $ (119) $ (671)
Adjustments:
Depreciation and amortization expense
 230  210  666  640 
Interest expense, net
 68  82  195  369 
Income tax expense (benefit)
 11  (45) 12  (48)
EBITDA
 $ 197  $ (296) $ 754  $ 290 
Adjustments:
Net loss (gain) on sale of real estate assets
 —  2  3  5 
Impairment of real estate assets
 —  4  —  9 
Allocation of EBITDAre of noncontrolling interests
 1  (1) —  (2)
EBITDAre
 $ 198  $ (291) $ 757  $ 302 
Adjustments:
Net (gain) loss on sale of non-real estate assets
 (1) —  (3) (2)
Other nonoperating (income) expense, net
 57  (1) 56  (1)
Acquisition, restructuring, and other
 14  470  79  496 
Technology transformation
 5  5  17  15 
(Gain) loss on property destruction (10) (5) (47) (4)
(Gain) loss on foreign currency transactions, net
 6  (14) (36) (5)
Stock-based compensation expense and related employer-paid payroll taxes
 38  160  108  171 
(Gain) loss on extinguishment of debt
 3  6  3  13 
Non-real estate impairment 1  —  2  — 
Impairment of goodwill and other intangible assets
 29  —  29  — 
Allocation related to unconsolidated JVs
 2  4  7  9 
Allocation adjustments of noncontrolling interests
 (1) (1) (1) — 
Adjusted EBITDA
 $ 341  $ 333  $ 971  $ 994 
69


We calculate funds from operations, or FFO, in accordance with the standards established by the Board of Governors of the NAREIT. NAREIT defines FFO as net income or loss determined in accordance with GAAP, excluding extraordinary items as defined under GAAP and gains or losses from sales of previously depreciated operating real estate assets, plus specified non-cash items, such as real estate asset depreciation and amortization, in-place lease intangible amortization, real estate asset impairment, and our share of reconciling items for partially owned entities. We believe that FFO is helpful to investors as a supplemental performance measure because it excludes the effect of depreciation, amortization, and gains or losses from sales of real estate, all of which are based on historical costs, which implicitly assumes that the value of real estate diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, FFO can facilitate comparisons of operating performance between periods and among other equity REITs.
We calculate core funds from operations, or Core FFO, as FFO adjusted for the effects of gain or loss on the sale of non-real estate assets, gain or loss on the destruction of property (net of insurance proceeds), finance lease ROU asset amortization real estate, non-real estate impairments, acquisition, restructuring and other, other nonoperating income or expense, loss on debt extinguishment and modifications and the effects of gain or loss on foreign currency exchange. We also adjust for the impact attributable to non-real estate impairments on unconsolidated joint ventures and natural disaster. We believe that Core FFO is helpful to investors as a supplemental performance measure because it excludes the effects of certain items which can create significant earnings volatility, but which do not directly relate to our core business operations. We believe Core FFO can facilitate comparisons of operating performance between periods, while also providing a more meaningful predictor of future earnings potential.
However, because FFO and Core FFO add back real estate depreciation and amortization and do not capture the level of recurring maintenance capital expenditures necessary to maintain the operating performance of our properties, both of which have material economic impacts on our results from operations, we believe the utility of FFO and Core FFO as a measure of our performance may be limited.
We calculate adjusted funds from operations, or Adjusted FFO, as Core FFO adjusted for the effects of amortization of deferred financing costs, amortization of debt discount/premium amortization of above or below market leases, straight-line net operating rent, provision or benefit from deferred income taxes, stock-based compensation expense and related employer-paid payroll taxes from grants under our equity incentive plans, non-real estate depreciation and amortization, non-real estate finance lease ROU asset amortization, and recurring maintenance capital expenditures. We also adjust for Adjusted FFO attributable to our share of reconciling items of partially owned entities. We believe that Adjusted FFO is helpful to investors as a meaningful supplemental comparative performance measure of our ability to make incremental capital investments in our business and to assess our ability to fund distribution requirements from our operating activities.
FFO, Core FFO, and Adjusted FFO are used by management, investors, and industry analysts as supplemental measures of operating performance of equity REITs. FFO, Core FFO and Adjusted FFO should be evaluated along with GAAP net income and net income per diluted share (the most directly comparable GAAP measures) in evaluating our operating performance. FFO, Core FFO, and Adjusted FFO do not represent net income or cash flows from operating activities in accordance with GAAP and are not indicative of our results of operations or cash flows from operating activities as disclosed in our condensed consolidated financial statements included elsewhere in this Quarterly Report. FFO, Core FFO, and Adjusted FFO should be considered as supplements, but not alternatives, to our net income or cash flows from operating activities as indicators of our operating performance. Moreover, other REITs may not calculate FFO in accordance with the NAREIT definition or may interpret the NAREIT definition differently than we do. Accordingly, our FFO may not be comparable to FFO as calculated by other REITs. In addition, there is no industry definition of Core FFO or Adjusted FFO and, as a result, other REITs may also calculate Core FFO or Adjusted FFO, or other similarly-captioned metrics, in a manner different than we do.
70


The table below reconciles FFO, Core FFO, and Adjusted FFO to net income (loss), which is the most directly comparable financial measure calculated in accordance with GAAP, in each case for the three and nine months ended September 30, 2025 and 2024.
Three Months Ended September 30, Nine Months Ended September 30,
(in millions) 2025 2024 2025 2024
Net income (loss)
 $ (112) $ (543) $ (119) $ (671)
Adjustments:
Real estate depreciation
 97  89  276  265 
In-place lease intangible amortization
 2  1  4  6 
Net loss (gain) on sale of real estate assets
 —  2  3  5 
Impairment of real estate assets
 —  4  —  9 
Real estate depreciation, (gain) loss on sale of real estate and real estate impairments on unconsolidated JVs
 1  1  2  2 
Allocation of noncontrolling interests
 1  —  1  (1)
FFO
 $ (11) $ (446) $ 167  $ (385)
Adjustments:
Net (gain) loss on sale of non-real estate assets
 (1) —  (3) (2)
Finance lease ROU asset amortization - real estate
 17  17  53  53 
Non-real estate impairment
 1  —  2 — 
Impairment of goodwill and other intangible assets
 29  —  29  — 
Other nonoperating (income) expense, net
 57  (1) 56  (1)
Acquisition, restructuring, and other
 18  473  90  500 
Technology transformation
 5  5  17  15 
(Gain) loss on property destruction (10) (5) (47) (4)
(Gain) loss on foreign currency transactions, net
 6  (14) (36) (5)
(Gain) loss on extinguishment of debt     3  6  3  13 
Core FFO
 $ 114  $ 35  $ 331  $ 184 
Adjustments:
Non-real estate depreciation and amortization
 105  93  308  294 
Finance lease ROU asset amortization - non-real estate
 9  8  25  21 
Amortization of deferred financing costs, discount, and above/below market debt
 3  6  8  17 
Deferred income taxes expense (benefit)
 (4) (47) (13) (71)
Straight line net operating rent
 —  (1) —  (3)
Amortization of above / below market leases —  —  —  (1)
Stock-based compensation expense and related employer-paid payroll taxes
 38  160  108  171 
Recurring maintenance capital expenditures
 (43) (45) (117) (123)
Allocation related to unconsolidated JVs
 —  1  2  4 
Allocation of noncontrolling interests
 (1) (2) (1) (1)
Adjusted FFO
 $ 221  $ 208  $ 651  $ 492 
71


Liquidity and Capital Resources
As of September 30, 2025, we had $74 million of cash and cash equivalents and $1.2 billion available under our Revolving Credit Facility (net of outstanding standby letters of credit in the amount of $65 million, which reduce availability). We currently expect that our principal sources of funding will include:
•current cash balances;
•cash flows from operations;
•our credit facilities; and
•other forms of debt financings and equity offerings.
Our liquidity requirements and capital commitments primarily consist of:
•operating activities and overall working capital;
•capital expenditures;
•development and acquisition activities;
•capital contributions;
•debt service obligations; and
•stockholder distributions.
As of September 30, 2025, we expect that our funding sources as noted above will be adequate to meet our short-term liquidity requirements and capital commitments for the next twelve months. For more information regarding our debt facilities, refer to Note 9, Debt in the condensed consolidated financial statements included in this Quarterly Report. We expect to utilize the same sources of capital we will rely on to meet our short-term liquidity requirements to also meet our long-term liquidity requirements, which include funding our operating activities, our debt service obligations and stockholder distributions, and our future development and acquisition activities.
Dividends and Distributions
We are required to distribute at least 90% of our taxable income (excluding capital gains) on an annual basis in order to continue to qualify as a REIT for federal income tax purposes. Accordingly, we intend to make, but are not contractually bound to make, regular quarterly distributions to stockholders from cash flows from our operating activities. All such distributions are at the discretion of our board of directors. We consider market factors and our performance in addition to REIT requirements in determining distribution levels. Amounts accumulated for distribution to stockholders are primarily invested in interest-bearing accounts, which are consistent with our intention to maintain REIT status.
As a result of this distribution requirement, we cannot rely on retained earnings to fund our ongoing operations to the same extent that other companies which are not REITs can. We may need to continue to raise capital in the debt and equity markets to fund our working capital needs, as well as potential developments in new or existing properties or acquisitions. In addition, we may be required to use borrowings under our Revolving Credit Facility, if necessary, to meet REIT distribution requirements and maintain our REIT status.
Since the IPO, the board of directors of the Company has declared a regular quarterly cash dividend, which was prorated for the inaugural period of the third quarter of 2024 at $0.38 per share of common stock. The dividend declared every quarter since then has been $0.5275 per share of common stock. Each dividend is payable to shareholders of record as of the last day of the respective quarter and is paid in the subsequent month.
72


Outstanding Indebtedness
The following table summarizes our outstanding indebtedness as of September 30, 2025 (in millions):
September 30
2025
Fixed rate
 $ 2,688 
Variable rate—unhedged
 780 
Variable rate—hedged
 2,500 
Total debt
 $ 5,968 
Percent of total debt:
Fixed rate
 45.0  %
Variable rate—unhedged
 13.1  %
Variable rate—hedged
 41.9  %
The variable rate debt shown above bears interest at interest rates based on various one-month rates of which SOFR is the most significant, depending on the respective agreement governing the debt, including our Revolving Credit Facility and Term Loan A. As of September 30, 2025, our debt had a weighted average term to maturity of approximately 3.2 years, assuming exercise of extension options.
For further information regarding outstanding indebtedness, please see Note 9, Debt in the condensed consolidated financial statements included in this Quarterly Report.
Offering of 5.25% Notes
On June 17, 2025, Lineage OP, LP (the “operating partnership” or “OP”) issued $500 million aggregate principal amount of 5.25% senior notes due July 15, 2030 (the “5.25% Notes”). The 5.25% Notes are fully and unconditionally guaranteed by Lineage, Inc., Lineage Logistics Holdings, LLC, and certain other subsidiaries of the Company that guarantee or are otherwise obligated in respect of the Credit Agreement (other than the Operating Partnership and any excluded subsidiaries, collectively, the “Guarantors,” as detailed in Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on June 17, 2025). The Company’s other subsidiaries do not guarantee the 5.25% Notes (collectively, “Non-Guarantor Subsidiaries”). Interest on the notes will be paid semi-annually on January 15 and July 15 of each year, commencing January 15, 2026. The 5.25% Notes were issued at 98.991% of par.
The 5.25% Notes are the Operating Partnership’s senior unsecured obligations and rank equally in right of payment with all of its other existing and future senior unsecured indebtedness. The guarantees are direct, senior unsecured obligations of each of the Guarantors and rank equally in right of payment with all senior unsecured indebtedness and guarantees of such Guarantors. The 5.25% Notes and each guarantee of the 5.25% Notes is effectively subordinated in right of payment to: all existing and future secured indebtedness and secured guarantees of the OP or such Guarantor (to the extent of the value of the collateral securing such indebtedness and guarantees); all existing and future indebtedness and other liabilities, whether secured or unsecured, of the Non-Guarantor Subsidiaries and of any entity the OP or such Guarantor accounts for using the equity method of accounting; and all existing and future preferred equity not owned by the OP or such Guarantor in Non-Guarantor Subsidiaries and in any entity the OP or such Guarantor accounts for using the equity method of accounting.
The Operating Partnership may redeem the 5.25% Notes in whole or in part, at any time and from time to time, prior to June 15, 2030, at the Operating Partnership’s option and sole discretion, at a redemption price equal to the greater of: (i) the sum of the present values of the remaining scheduled payments of principal and interest thereon (as calculated pursuant to the terms of the indenture governing the 5.25% Notes); and (ii) 100% of the principal amount of the notes being redeemed, plus, in either case, accrued and unpaid interest thereon to, but excluding, the redemption date. On or after June 15, 2030, the Operating Partnership may redeem the 5.25% Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 5.25% Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date.
The net proceeds from the 5.25% Notes issuance were approximately $490 million and were used to repay a portion of the outstanding balance on the Revolving Credit Facility.
73


Senior Unsecured Notes Series
Refer to Note 9, Debt in our condensed consolidated financial statements included in this Quarterly Report for details of outstanding Senior Unsecured Notes Series.
Security Interests in Customers’ Products
By operation of law and in accordance with our warehouse customer contracts (other than leases), we typically receive warehouseman’s liens on products held in our warehouses to secure customer payments. Such liens typically permit us to take control of the products and sell them to third parties in order to recover any monies receivable on a delinquent account, but such products may be perishable or otherwise not available to us for re-sale.
Our credit loss expense related to customer receivables was $5 million and $3 million for the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025 and December 31, 2024, we maintained allowances for uncollectible balances of $11 million and $10 million, respectively, which we believed to be adequate.
Maintenance Capital Expenditures and Repair and Maintenance Expenses
Lineage prides itself on maintaining its facilities, fleet, and railcars at a high standard. We regularly update long-range maintenance plans by asset to ensure that our assets maintain the high quality and operational efficiency that our customers expect from us.
Maintenance Capital Expenditures
Maintenance capital expenditures are capitalized funds used to maintain assets that will result in an extended useful life. This includes the cost to purchase and install, repair, or construct assets when it results in a useful life longer than one year and the installed cost per asset is over a de minimis threshold. Maintenance capital expenditures are related to both our global warehousing segment and global integrated solutions segment, including information technology, and are all, in management’s judgment, recurring in nature. These expenditures include maintenance performed multiple times over the lifetime of the facility or asset, such as replacing or repairing roofs, refrigeration systems, racking, material handling equipment, and fleet. These expenditures also include information technology maintenance to existing servers, equipment, and software.
The following table sets forth our recurring maintenance capital expenditures for the three and nine months ended September 30, 2025 and 2024.
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(in millions)
Global warehousing
 $ 35  $ 38  $ 99  $ 92 
Global integrated solutions
 6  1  11  10 
Information technology and other
 2  6  7  21 
Maintenance capital expenditures
 $ 43  $ 45  $ 117  $ 123 
Repair and Maintenance Expenses
Repair and maintenance expenses are incurred when assets need repair or replacement and do not qualify as capital expenditures. If the work does not materially extend the useful life of the asset or the asset value is less than a de minimis threshold, it would be recorded as an operating expense under repair and maintenance expenses, included primarily in Cost of operations on the condensed consolidated statements of operations and comprehensive income (loss). Examples include ordinary repairs on roofs, racking, refrigeration, and material handling equipment. Project-related expenses are excluded.
74


The following table sets forth our repair and maintenance expenses for the three and nine months ended September 30, 2025 and 2024.
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(in millions)
Global warehousing
 $ 38  $ 40  $ 110  $ 109 
Global integrated solutions
 14  13  42  40 
Repair and maintenance expenses
 $ 52  $ 53  $ 152  $ 149 
Integration Capital Expenditures
Integration capital expenditures are capitalized funds related to integrating acquired assets and businesses. Integration capital expenditures are one-time expenditures. These are typically acquisition-related costs, including maintenance on acquired assets that are beyond their useful life at the time of acquisition, rebranding expenditures, and information technology expenditures to standardize system usage across our business, and also include certain non-acquisition related costs, including safety and compliance projects to comply with any applicable policies, laws, or codes, such as installation of site security or a new fire suppression system, as well as freon-to-ammonia conversions.
The following table sets forth our integration capital expenditures for the three and nine months ended September 30, 2025 and 2024.
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(in millions)
Global warehousing
 $ 19  $ 14  $ 42  $ 32 
Global integrated solutions
 1  —  1  1 
Information technology and other
 4  5  11  18 
Integration capital expenditures
 $ 24  $ 19  $ 54  $ 51 
External Growth Capital Investments
External growth capital investments include acquisitions, greenfield projects and expansion initiatives, information technology platform enhancements, and other capital projects which result in an economic return. We divide growth projects into the following categories:
•Acquisitions: The purchase of an external company or facility. Also includes the purchase of the real estate of facilities we currently lease.
•Greenfields and Expansions: Projects either to build a new facility, including the purchase of land, or to increase the size of an existing warehouse (as measured by cubic feet). The costs associated with construction and materials are included.
•Energy and Economic Return: Energy return projects are intended to increase energy efficiency by decreasing the amount of kWh or fossil fuels consumed or reducing the cost to procure energy. Common examples include installing new LED technology, installing solar panels at a warehouse, and electrification of transportation fleet. Economic return projects require an investment of capital for a future cash flow and/or segment NOI benefit that is not an acquisition, greenfield, expansion, or energy project. Examples include addition of blast cells, racking replacements, replacing freezer doors, purchasing compressors, buying out leased equipment, and purchasing new rail cars.
75


•Information Technology Transformation and Growth: Capital investments focused on (a) warehouse operations efficiency – deploying technology that leverages advanced algorithms and artificial intelligence to increase labor productivity and higher utilization; (b) customer experience and service – building and implementing technology solutions to improve response times, automate common tasks, and offer seamless multi-channel support elevating both customer and employee experience; and (c) sales management, pricing and billing – creating and integrating IT systems to streamline sales processes, optimize pricing, and enhance billing accuracy and efficiency.
The following table sets forth our external growth capital investments for the three and nine months ended September 30, 2025 and 2024.
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(in millions)
Acquisitions, including equity issued and net of cash acquired and adjustments (1)
 $ 2  $ 40  $ 441  $ 113 
Greenfield and expansion expenditures
 92  66  182  197 
Energy and economic return initiatives
 16  24  57  71 
Information technology transformation and growth initiatives
 17  23  49  50 
External growth capital investments
 $ 127  $ 153  $ 729  $ 431 
(1) Excludes buildings and land acquired through exercise of finance lease purchase options, where amount paid did not exceed the finance lease liability.
We completed five acquisitions during the nine months ended September 30, 2025, none of which were during the three months ended September 30, 2025. We completed one and three acquisitions during the three and nine months ended September 30, 2024, respectively. Refer to Note 4, Business combinations, asset acquisitions, and divestitures in our condensed consolidated financial statements included in this Quarterly Report for more information regarding current period business combinations and asset acquisitions.
The greenfield and expansion expenditures related primarily to projects that remained under construction as of the respective period end, with a notable expansion at the Hobart, IN cold storage facility during both the nine months ended September 30, 2025 and September 30, 2024, as well as the construction of a new, fully automated cold storage warehouse in Hazleton, PA during the nine months ended September 30, 2024. During the nine months ended September 30, 2025, we have also began construction on a new greenfield in Dallas, TX under our arrangement with Tyson Foods (see Note 4, Business combinations, asset acquisitions, and divestitures for discussion of the Tyson Foods agreements).
Energy and economic return initiatives included corporate initiatives and smaller customer-driven growth projects. Information technology transformation and growth initiatives included spending on our patented LinOS technology.
Historical Cash Flows
The following summary discussion of our cash flows is based on the condensed consolidated statements of cash flows included in this Quarterly Report.
Nine Months Ended September 30,
2025 2024
(in millions)
Net cash provided by operating activities $ 627  $ 446 
Net cash used in investing activities $ (899) $ (536)
Net cash provided by financing activities $ 172  $ 428 
76


Operating Activities
For the nine months ended September 30, 2025, our net cash provided by operating activities was $627 million, compared to $446 million for the nine months ended September 30, 2024. The increase was primarily due to a decrease in net loss, most notably from lower interest expense, and non-cash items. The notable non-cash items for the nine months ended September 30, 2025 primarily consisted of $107 million of stock-based compensation, $58 million of net loss on divestitures, $51 million gain on insurance recoveries, and $30 million in Put Options fair value adjustments. The notable non-cash items for the nine months ended September 30, 2024 primarily consisted of IPO-related items, such as $200 million of Internalization expense to Bay Grove, and $185 million of expense for vesting of Class D interests in LLH, as well as $171 million of stock-based compensation.
Investing Activities
For the nine months ended September 30, 2025, cash used in investing activities was $899 million. The most significant uses were $441 million in acquisitions, net of cash acquired, and $509 million in purchases of property, plant, and equipment, primarily for growth capital expenditures. In addition, we invested $9 million in our equity method investee Emergent Cold LatAm Holdings, LLC. This was partially offset by $49 million of insurance proceeds, which were primarily related to a fire which occurred at the Company’s warehouse in Kennewick, Washington in 2024 (see Note 17, Commitments and contingencies in our condensed consolidated financial statements included in this Quarterly Report for details).
For the nine months ended September 30, 2024, cash used in investing activities was $536 million. This most significant uses were $486 million in purchases of property, plant, and equipment, primarily for growth capital expenditures. In addition, we invested $113 million in the acquisitions of Entrepôt du Nord Inc, Luik Natie Holding N.V., and Eurofrigor S.r.l. Magazzini Generali and $13 million in Emergent Cold LatAm Holdings, LLC, offset by $50 million in insurance recovery proceeds for the warehouse fire in Kennewick.
Financing Activities
Our net cash provided by financing activities was $172 million for the nine months ended September 30, 2025, which primarily consisted of $495 million of proceeds from issuance of bonds and $404 million of net borrowings on revolving credit lines. These inflows were offset by $402 million of dividends and other distributions, $190 million of repayments of long-term debt and finance leases, $88 million of which was related to the Houston, Texas lease purchase, $78 million for payment of the exercise of a Put Option and $28 million of redemption of redeemable noncontrolling interest.
Our net cash provided by financing activities was $428 million for the nine months ended September 30, 2024, which reflected the impacts of the change in our debt and capital structure as a result of our 2024 IPO. The financing activities primarily consisted of $4,879 million of proceeds from the issuance of common stock in our IPO (net of equity raise costs) and $540 million of net borrowings on revolving credit lines. The inflows were offset by $4,606 million net for repayments of long-term debt and finance leases (see Note 9, Debt for details of debt instruments paid off in 2024), $138 million for distributions, $75 million for redemption of OPEUs, $46 million for payment of deferred consideration liabilities, $46 million for the repurchase of common shares for employee income taxes on stock-based compensation, $45 million for financing fees, and $25 million for redemption of common stock.
Supplemental Guarantor Financial Information
On June 17, 2025, the OP issued $500 million aggregate principal amount of the 5.25% Notes. The 5.25% Notes are fully and unconditionally guaranteed by Lineage, Inc., Lineage Logistics Holdings, LLC, and certain other subsidiaries of the Company that guarantee or are otherwise obligated in respect of the Credit Agreement (other than the Operating Partnership and any excluded subsidiaries, collectively, the “Guarantors,” as detailed in Exhibit 4.2 to this Form 10-Q). The Company’s other subsidiaries do not guarantee the 5.25% Notes (collectively, “Non-Guarantor Subsidiaries”). Refer to Note 9, Debt in our condensed consolidated financial statements included in this Quarterly Report for additional information regarding the 5.25% Notes.
77


The following tables present summarized financial information for the Guarantors and the OP on a combined basis, after the elimination of (a) intercompany transactions and balances between all the Guarantors entities and the OP and (b) equity in earnings from and investments in the Non-Guarantor Subsidiaries.
September 30, December 31,
Summarized Balance Sheet Data (in millions)
 2025 2024
Total current assets $ 374  $ 388 
Amounts due from non-guarantor subsidiaries $ 13,587  $ 12,764 
Total non-current assets $ 4,962  $ 4,504 
Total current liabilities $ 604  $ 713 
Amounts due to non-guarantor subsidiaries $ 12,093  $ 11,283 
Total non-current liabilities $ 5,525  $ 4,519 
Redeemable noncontrolling interests $ —  $ 32 
Noncontrolling interests $ 982  $ 999 
Nine Months Ended Year Ended
September 30, December 31,
Summarized Statement of Operations Data (in millions)
 2025 2024
Net revenues from external customers $ 1,472  $ 1,994 
Cost of operations $ (1,096) $ (1,445)
Net revenue and cost of operations charges with non-guarantor subsidiaries $ 112  $ 330 
Income (loss) from operations $ (85) $ (365)
Net income (loss) $ (246) $ (671)
Net income (loss) attributable to the combined guarantor entities $ (233) $ (585)
The 5.25% Notes and each guarantee of the 5.25% Notes is effectively subordinated in right of payment to: all existing and future secured indebtedness and secured guarantees of the OP or such Guarantor (to the extent of the value of the collateral securing such indebtedness and guarantees); all existing and future indebtedness and other liabilities, whether secured or unsecured, of the Non-Guarantor Subsidiaries and of any entity the OP or such Guarantor accounts for using the equity method of accounting; and all existing and future preferred equity not owned by the OP or such Guarantor in Non-Guarantor Subsidiaries and in any entity the OP or such Guarantor accounts for using the equity method of accounting.
As of September 30, 2025, entities that are direct borrowers, guarantors, or otherwise obligated in respect the Credit Agreement had an aggregate of $19,577 million of assets and were direct borrowers, guarantors or otherwise obligated in respect of an aggregate of $5,469 million of indebtedness, in each case, excluding intercompany investments and obligations. As of September 30, 2025, the OP and the Guarantors had an aggregate of $18,923 million of assets and were direct borrowers in respect of $5,316 million of indebtedness, in each case, excluding intercompany investments and obligations.
Critical Accounting Policies and Estimates
The condensed consolidated financial statements have been prepared in accordance with U.S. GAAP, which requires management to make estimates, assumptions, and judgments in certain circumstances that affect the reported amounts of assets, liabilities, and contingencies as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We base our estimates on historical experience and on various other assumptions that we believe to be most appropriate and reasonable. Actual results may differ from these estimates under different assumptions or conditions.
There have been no material changes to our critical accounting policies and estimates as described in our 2024 Annual Report in Form 10-K, except for the below update.
78


Goodwill Impairment
Goodwill is tested for impairment by assessing qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of the reporting unit is less than its carrying amount. Qualitative factors assessed include reporting units’ financial performance as compared to budget, macroeconomic conditions, labor and energy cost trends, growth in pricing of our capital raises, and other events and trends impacting fair values of our reporting units. If, after assessing the totality of events or circumstances, or based on management’s judgment, we determine it is more likely than not the fair value of a reporting unit is less than its carrying amount, a quantitative impairment test is performed.
We assess goodwill for impairment at our annual impairment testing date of October 1 and whenever events or circumstances indicate that it is more-likely-than-not that a reporting unit’s fair value is below its carrying value. Due to the sale of Lineage Spain Transportation S.L.U. during the three months ended September 30, 2025, we determined that the impacted reporting unit more likely than not had a fair value below its carrying value. As such, we performed a quantitative assessment on this reporting unit, estimating its fair value as described below. Carrying value of this reporting unit included assets and liabilities attributable to its business operations and allocated goodwill as of the interim testing date. Based on the results of the quantitative assessment, we recorded a $28 million goodwill impairment for the three months ended September 30, 2025.
Fair value of the reporting unit was estimated using a combination of equally weighted income approach and market approach. There was not a material difference in values estimated under each method, and as such, the weightings were not a significant estimate. We utilized third-party valuation specialists and used industry accepted valuation models in calculating the reporting unit’s fair value estimate.
The income approach is based on discounted future cash flows and requires key assumptions, including the following:
•Future revenue growth: our analysis utilized an assumption of future growth based on industry forecasts, historical results, and existing long-term contracts. The long-term revenue growth assumption used in our model was 3.0%.
•Operating costs and profitability: our analysis utilized an assumption of future operating costs based on industry forecasts, historical results, operational focus of management, and market energy cost projections, assuming a slow, steady increase in our EBITDA margin.
•Capital requirements: we estimated future capital requirements based on current planned expansions, appropriation requests, and projected growth of existing operations included in the estimate of future revenue growth.
•Discount rates: we utilized a WACC that considers the cost of capital and cost of debt, with inputs such as risk premiums, relevant comparable public companies’ debt and capital metrics, tax rates, risk-free interest rates, and other assumptions. Our selected WACC rate was 10.5%.
The market approach is based on market EBITDA multiples and requires judgment in selection of comparable companies and appropriate multiples. If the market conditions improve or deteriorate, we overachieve or don’t achieve the projected revenue growth or operational efficiencies, our capital spend changes significantly from the estimated figures, or other notable changes in our business occur, it could result in a lower or higher estimated goodwill impairment in this reporting unit.
New Accounting Pronouncements
Refer to Note 1 to our condensed consolidated financial statements included elsewhere in this Quarterly Report for more information regarding applicable new accounting pronouncements.
79


Item 3. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
Our future income and cash flows relevant to financial instruments are dependent upon prevalent market interest rates. Market risk refers to the risk of loss from adverse changes in market prices and interest rates.
As of September 30, 2025, we had $3,199 million of variable-rate debt under our revolver and term loan agreements, primarily bearing interest at Adjusted Term SOFR of 4.3%, plus a margin of 92.5 basis points (refer to Note 9, Debt to our condensed consolidated financial statements for details of the entire balance by currency and rate). We have entered into interest rate hedges to effectively lock in the floating rates on $2,500 million of our variable-rate debt at a weighted average rate of 1.40% plus a margin of 92.5 basis points. These hedges include swapping $1,000 million of borrowings under the Term Loan A to a weighted average fixed interest rate of 0.49% plus a margin of 92.5 basis points through 2025 and 2% caps (plus margin) totaling $1,500 million on other variable-rate debt that expire in January 2026. As a result, our exposure to changes in interest rates as of September 30, 2025 primarily consists of our $780 million of unhedged variable rate debt. As of September 30, 2025, a 100 basis point increase in market interest rates would result in an increase in interest expense to service our variable-rate debt of approximately $8 million on an annualized basis. A 100 basis point decrease in market interest rates would result in a decrease in interest of approximately $8 million on an annualized basis.
During the nine months ended September 30, 2025, we executed forward-starting hedges which will effectively lock in the floating rates on $1,250 million of our variable-rate debt upon the expiration of the above-described hedges. These hedges include swapping $750 million of borrowings under the Revolving Credit Facility to a weighted average fixed interest rate of 3.2% plus a margin of 92.5 basis points and swapping $500 million of borrowings under the Term Loan A to a weighted average fixed interest rate of 3.1% plus a margin of 92.5 basis points. All of these forward-starting hedges will expire in February 2028.
Foreign Currency Risk
We are exposed to foreign currency exchange variability related to investments in and earnings from our foreign subsidiaries, as the revenues and expenses of these subsidiaries are typically generated in the currencies of the countries in which they operate. Foreign currency market risk is the possibility that our results of operations or financial position could be better or worse than planned because of changes in foreign currency exchange rates. When the local currencies in these countries decline relative to our reporting currency, the U.S. dollar, our consolidated revenues, segment NOI margins, and net investment in properties and operations outside the United States decrease. The impact of currency fluctuations on our earnings is partially mitigated by the fact that most operating and other expenses are also incurred and paid in the local currency. The impact of devaluation or depreciating currency on an entity depends on the residual effect on the local economy and the ability of an entity to raise prices and/or reduce expenses. Due to our constantly changing currency exposure and the potential substantial volatility of currency exchange rates, we cannot predict the effect of exchange rate fluctuations on our business. As a result, changes in the relation of the currency of our international operations to U.S. dollars may also affect the book value of our assets and the amount of total equity. Such foreign currency exposure as of September 30, 2025 was not materially different from what we disclosed in our 2024 Annual Report in Form 10-K.
Gains or losses from translating the financial statements of our foreign subsidiaries are reflected in the Accumulated other comprehensive income (loss) component of equity within our condensed consolidated financial statements included in this Quarterly Report.
We enter into foreign currency derivative instruments to manage our exposure to fluctuations in exchange rates between the functional currencies of our subsidiaries and the currencies of the underlying cash flows. All derivatives are recognized on the condensed consolidated balance sheets at fair value.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this report. Based on such evaluation, our CEO and CFO have concluded that our disclosures controls and procedures were effective as of September 30, 2025 at a reasonable assurance level.
80


Such disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, to allow timely decisions regarding required disclosures.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting identified during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).
81


Part II - Other Information
Item 1. Legal Proceedings
The Company, from time to time and in the normal course of business, is party to various claims, lawsuits, arbitrations, and regulatory actions. Refer to Note 17, Commitments and contingencies in the condensed consolidated financial statements included in this Quarterly Report for details of legal proceedings in which the Company is involved. Other than the St. Clair Lawsuit (as defined in Note 17), in the opinion of management, we are not currently party to any legal proceedings that would have a material impact on our business, financial condition, or results of operations, nor is a property of the Company subject to any material pending legal proceedings.
Item 1A. Risk Factors
There have been no material changes from the risk factors previously disclosed in “Risk Factors” included in our 2024 Annual Report in Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
The following table summarizes share repurchase activity for the three months ended September 30, 2025:
Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Programs Approximate Dollar Value of Shares that May Yet be Purchased Under the Program (in millions)
July 1 - July 31, 2025 —  $ —  —  $ — 
August 1 - August 31, 2025
614,354(1)
 $ 127.23  —  $ — 
September 1 - September 30, 2025 —  $ —  —  $ — 
Total 614,354  — 
(1) As disclosed in Note 2, Capital structure and noncontrolling interests in the condensed consolidated financial statements included in this Quarterly Report, one of the Company’s Put Options was settled in August 2025. As a result of this settlement, 614,354 shares of common stock were repurchased at an above-market price.
82


Unregistered Sales of Equity Securities
The following table sets forth all unregistered sales of securities made by us during the three months ended September 30, 2025:
Date Securities Issued Purchaser Consideration Exemption From Registration
July 15, 2025 5,321 shares of common stock An investor in Lineage OP, LP Certain partnership common units in Lineage OP, LP Section 4(a)(2)
July 31, 2025 39,024 shares of common stock An investor in Lineage OP, LP Certain partnership common units in Lineage OP, LP Section 4(a)(2)
August 7, 2025 34,599 shares of common stock An investor in Lineage OP, LP Certain partnership common units in Lineage OP, LP Section 4(a)(2)
September 15, 2025 10,000 shares of common stock An investor in Lineage OP, LP Certain partnership common units in Lineage OP, LP Section 4(a)(2)
September 19, 2025 1,790 shares of common stock An investor in Lineage OP, LP Certain partnership common units in Lineage OP, LP Section 4(a)(2)
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None of our directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the three months ended September 30, 2025, as such terms are defined in Item 408 of Regulation S-K.
Transition Agreement
The Company entered into the Transition Agreement with its retiring Chief Financial Officer, Robert Crisci, on October 31, 2025 that is expected to run through April 2, 2027, pursuant to which Mr. Crisci will remain an employee in a senior advisory role and (i) receive a weekly base salary of $15,000, (ii) remain eligible to receive his annual bonus for calendar year 2025, which is comprised of a cash component, payment of which is conditioned upon Mr. Crisci’s continued service with the Company through the applicable payment date, and performance-vesting restricted stock units granted on March 18, 2025, each based on actual performance determined in accordance with the applicable bonus plan or program maintained by the Company (or any of its affiliates) and, in the case of the performance-vesting restricted stock units, the applicable award agreement governing such performance-vesting restricted stock units and (iii) be eligible to receive a one-time retention bonus amount of $80,000, to be paid following Mr. Crisci’s separation from service with the Company, subject to his execution and non-revocation of a release of claims and compliance with certain restrictive covenants. Equity awards previously granted to Mr. Crisci will continue to vest upon the terms set forth in the respective award agreements.
The foregoing description of the Transition Agreement does not purport to be complete and is qualified in its entirety by the full text of the Transition Agreement, which is filed as Exhibit 10.2 to this Quarterly Report.
83


Item 6. Exhibits
Exhibit No. Description
3.1
3.2
10.1
10.2†
10.3†
31.1
31.2
32.1**
32.2**
101
The following financial information from the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2025 is formatted in iXBRL (“eXtensible Business Reporting Language”): (i) condensed consolidated balance sheets, (ii) condensed consolidated statements of operations and comprehensive income (loss), (iii) condensed consolidated statements of redeemable noncontrolling interests and equity, (iv) condensed consolidated statements of cash flows and (v) the notes to condensed consolidated financial statements.
104 Cover Page Interactive Data File (embedded within the iXBRL document).
† Indicates management contract or compensatory plan.
** Furnished herewith. The certifications attached as Exhibits 32.1 and 32.2 to this Quarterly Report are deemed furnished and not filed with the SEC and are not to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date of this Quarterly Report, irrespective of any general incorporation language contained in such filing.
84


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.
Lineage, Inc.
(Registrant)
November 5, 2025 /s/ Abigail Fleming
Date (Signature)
Abigail Fleming
Chief Accounting Officer
85
EX-10.1 2 lineagelogisticsholdings.htm EX-10.1 lineagelogisticsholdings
TENTH AMENDED AND RESTATED OPERATING AGREEMENT OF LINEAGE LOGISTICS HOLDINGS, LLC a Delaware limited liability company THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS. dated as of December 31, 2024 Exhibit 10.1

 
i TABLE OF CONTENTS Page ARTICLE 1 DEFINED TERMS .....................................................................................................1 ARTICLE 2 ORGANIZATIONAL MATTERS ...........................................................................19 Section 2.1 Formation ...............................................................................................19 Section 2.2 Name ......................................................................................................19 Section 2.3 Principal Office and Resident Agent; Principal Executive Office ........19 Section 2.4 Power of Attorney ..................................................................................20 Section 2.5 LLC Interests Are Securities .................................................................21 ARTICLE 3 PURPOSE .................................................................................................................21 Section 3.1 Purpose and Business ............................................................................21 Section 3.2 Powers ....................................................................................................21 Section 3.3 Limited Liability Company Only for Purposes Specified .....................21 Section 3.4 Representations and Warranties by the Members..................................22 ARTICLE 4 CAPITAL CONTRIBUTIONS.................................................................................24 Section 4.1 Capital Contributions of the Members ..................................................24 Section 4.2 Issuances of LLC Interests .....................................................................25 Section 4.3 Additional Funds and Capital Contributions .........................................27 Section 4.4 Equity Incentive Plans ...........................................................................28 Section 4.5 No Interest; No Return ...........................................................................28 Section 4.6 Redemption or Repurchase of OP Units ................................................29 Section 4.7 Other Contribution Provisions ...............................................................29 ARTICLE 5 DISTRIBUTIONS ....................................................................................................29 Section 5.1 Requirement and Characterization of Distributions ..............................29 Section 5.2 Distributions in Kind .............................................................................30 Section 5.3 Amounts Withheld .................................................................................30 Section 5.4 Distributions upon Liquidation ..............................................................30 Section 5.5 Distributions to Reflect Additional Company Units .............................30 Section 5.6 Restricted Distributions .........................................................................30 ARTICLE 6 ALLOCATIONS .......................................................................................................31 Section 6.1 Timing and Amount of Allocations of Net Income and Net Loss .........31 Section 6.2 General Allocations ...............................................................................31 Section 6.3 Additional Allocation Provisions ..........................................................32 Section 6.4 Regulatory Allocation Provisions ..........................................................32 Section 6.5 Tax Allocations ......................................................................................35

 
ii ARTICLE 7 MANAGEMENT AND OPERATIONS OF BUSINESS ........................................35 Section 7.1 Management ..........................................................................................35 Section 7.2 Certificate of Formation ........................................................................39 Section 7.3 Restrictions on Managing Member’s Authority ....................................40 Section 7.4 Reimbursement of the Managing Member ............................................42 Section 7.5 Outside Activities of the Managing Member ........................................43 Section 7.6 Transactions with Affiliates ...................................................................44 Section 7.7 Indemnification ......................................................................................44 Section 7.8 Liability of the Managing Member ........................................................47 Section 7.9 Title to Company Assets ........................................................................50 Section 7.10 Reliance by Third Parties .......................................................................50 ARTICLE 8 RIGHTS AND OBLIGATIONS OF MEMBERS ....................................................51 Section 8.1 Limitation of Liability ...........................................................................51 Section 8.2 Management of Business .......................................................................51 Section 8.3 Outside Activities of Members ..............................................................51 Section 8.4 Return of Capital ....................................................................................52 Section 8.5 Rights of Members Relating to the Company .......................................52 Section 8.6 Company Right to Call Company Common Units ................................52 Section 8.7 Rights as Objecting Member .................................................................52 ARTICLE 9 BOOKS, RECORDS, ACCOUNTING AND REPORTS ........................................53 Section 9.1 Records and Accounting ........................................................................53 Section 9.2 Company Year .......................................................................................53 Section 9.3 Reports ...................................................................................................53 ARTICLE 10 TAX MATTERS .....................................................................................................54 Section 10.1 Preparation of Tax Returns ....................................................................54 Section 10.2 Tax Elections .........................................................................................54 Section 10.3 Partnership Representative ....................................................................54 Section 10.4 Withholding ...........................................................................................56 Section 10.5 Organizational Expenses .......................................................................56 Section 10.6 Survival ..................................................................................................56 ARTICLE 11 MEMBER TRANSFERS AND WITHDRAWALS ...............................................56 Section 11.1 Transfer ..................................................................................................56 Section 11.2 Transfer of Managing Member’s LLC Interest .....................................57 Section 11.3 Members’ Rights to Transfer .................................................................60 Section 11.4 Admission of Substituted Members .......................................................62 Section 11.5 Assignees ...............................................................................................62 Section 11.6 General Provisions .................................................................................63

 
iii ARTICLE 12 ADMISSION OF MEMBERS ................................................................................64 Section 12.1 Admission of Successor Managing Member .........................................64 Section 12.2 Admission of Additional Members .......................................................65 Section 12.3 Amendment of Agreement and Certificate of Formation ......................66 Section 12.4 Limit on Number of Members ...............................................................66 Section 12.5 Admission ..............................................................................................66 ARTICLE 13 DISSOLUTION, LIQUIDATION AND TERMINATION....................................66 Section 13.1 Dissolution .............................................................................................66 Section 13.2 Winding Up ...........................................................................................67 Section 13.3 Deemed Contribution and Distribution .................................................68 Section 13.4 Rights of Holders ...................................................................................69 Section 13.5 Notice of Dissolution .............................................................................69 Section 13.6 Certificate of Cancellation .....................................................................69 Section 13.7 Reasonable Time for Winding-Up .........................................................69 ARTICLE 14 PROCEDURES FOR ACTIONS AND CONSENTS OF MEMBERS; AMENDMENTS; MEETINGS .........................................................................................69 Section 14.1 Procedures for Actions and Consents of Members ................................69 Section 14.2 Amendments ..........................................................................................69 Section 14.3 Actions and Consents of the Members ..................................................70 ARTICLE 15 GENERAL PROVISIONS .....................................................................................71 Section 15.1 Exchange of OPEUs for OP Common Units .........................................71 Section 15.2 Addresses and Notice ............................................................................72 Section 15.3 Titles and Captions ................................................................................73 Section 15.4 Pronouns and Plurals .............................................................................73 Section 15.5 Further Action ........................................................................................73 Section 15.6 Binding Effect ........................................................................................73 Section 15.7 Waiver ....................................................................................................73 Section 15.8 Counterparts ...........................................................................................73 Section 15.9 Applicable Law; Consent to Jurisdiction; Waiver of Jury Trial ............74 Section 15.10 Entire Agreement ...................................................................................74 Section 15.11 Invalidity of Provisions ..........................................................................74 Section 15.12 No Partition ............................................................................................74 Section 15.13 No Third-Party Rights Created Hereby .................................................75 Section 15.14 No Rights as Unitholders .......................................................................75 Section 15.15 REIT Subsidiary Ownership Restrictions ..............................................75 ARTICLE 16 LTIP TRACKING UNITS ......................................................................................82 Section 16.1 Designation ............................................................................................82 Section 16.2 Adjustments ...........................................................................................82 Section 16.3 Distributions, Forfeitures, Redemptions and Conversions ....................83

 
iv Section 16.4 Voting ....................................................................................................83 Exhibits List Exhibit A EXAMPLES REGARDING ADJUSTMENT FACTOR A-1 Exhibit B NOTICE OF EXCHANGE B-1

 
TENTH AMENDED AND RESTATED OPERATING AGREEMENT OF LINEAGE LOGISTICS HOLDINGS, LLC THIS TENTH AMENDED AND RESTATED OPERATING AGREEMENT OF Lineage Logistics Holdings, LLC (the “Company”), dated as of December 31, 2024 (the “Effective Date”), is made and entered into by and among the Company, Lineage OP, LP, a Maryland limited partnership, as a member and as managing member of the Company, and the Persons identified as the Members on the books and records of the Company. RECITALS A. The Company was formed as a limited liability company under the Act on November 30, 2011. B. Prior to the Effective Date, the Company was governed by the Ninth Amended and Restated Operating Agreement of the Company, effective as of July 24, 2024 (as amended, the “Prior Agreement”). C. The Company serves as the main operating entity for Lineage, Inc., a Maryland corporation and a real estate investment trust (“Lineage REIT”), and Lineage OP, LP, a Maryland limited partnership that is also the operating partnership of Lineage REIT (“Lineage OP”). D. Pursuant to Section 7.3(c)(viii), the Prior Agreement may be amended by the Managing Member to reflect the issuance of additional LLC Interests pursuant to Sections 4.2, 5.5 and 6.2(b) and, pursuant to Section 7.3(c)(iv), to set forth the designations, rights, powers, duties and preferences of the holders of any additional LLC Interests issued pursuant to Section 4.2. E. The requisite approvals for all amendments reflected herein have been received. F. The Managing Member and the Members hereby amend and restate the Prior Agreement in its entirety as set forth herein and agree to continue the Company as a Delaware limited liability company in accordance with the Act. G. This Tenth Amended and Restated Operating Agreement of Lineage Logistics Holdings, LLC (as hereafter amended, restated, modified, supplemented or replaced, this “Agreement”) supersedes and replaces the Prior Agreement in its entirety effective as of the Effective Date. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: ARTICLE 1 DEFINED TERMS The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement:

 
2 “Act” means the Delaware Limited Liability Company Act, as it may be amended from time to time. “Actions” has the meaning set forth in Section 7.7(a) hereof. “Additional Funds” has the meaning set forth in Section 4.3(a) hereof. “Additional Member” means a Person who is admitted to the Company as a member pursuant to the Act and Section 4.2 and Section 12.2 hereof and who is shown as such on the books and records of the Company. “Adjusted Capital Account” means, with respect to any Member, the balance in such Member’s Capital Account as of the end of the relevant Company Year or other applicable period, after giving effect to the following adjustments: (a) increase such Capital Account by any amounts that such Member is obligated to restore pursuant to this Agreement upon liquidation of such Member’s LLC Interest or that such Person is deemed to be obligated to restore pursuant to Regulations Section 1.704-1(b)(2)(ii)(c) or the penultimate sentence of each of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5); and (b) decrease such Capital Account by the items described in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6). The foregoing definition of “Adjusted Capital Account” is intended to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. “Adjusted Capital Account Deficit” means, with respect to any Member, the deficit balance, if any, in such Member’s Adjusted Capital Account as of the end of the relevant Company Year or other applicable period. “Adjustment Event” has the meaning set forth in Section 16.2 hereof. “Adjustment Factor” means 1.0; provided, however, that in the event that: (a) the Managing Member (i) makes a distribution to all holders of its outstanding OP Units wholly or partly in OP Units, (ii) splits or subdivides its outstanding OP Units or (iii) effects a reverse split or otherwise combines its outstanding OP Units into a smaller number of OP Units, the Adjustment Factor shall be adjusted by multiplying the Adjustment Factor previously in effect by a fraction, (A) the numerator of which shall be the number of OP Units issued and outstanding on the record date for such distribution, split, subdivision, reverse split or combination (assuming for such purposes that such distribution, split, subdivision, reverse split or combination has occurred as of such time) and (B) the denominator of which shall be the actual number of OP Units (determined without the above assumption) issued and outstanding on the record date for such distribution, split, subdivision, reverse split or combination;

 
3 (b) the Managing Member distributes any rights, options or warrants to all holders of its OP Units to subscribe for or to purchase or to otherwise acquire OP Units, or other securities or rights convertible into, exchangeable for or exercisable for OP Units, at a price per unit less than the Value of an OP Unit on the record date for such distribution (each a “Distributed Right”), then, as of the distribution date of such Distributed Rights or, if later, the time such Distributed Rights become exercisable, the Adjustment Factor shall be adjusted by multiplying the Adjustment Factor previously in effect by a fraction (i) the numerator of which shall be the number of OP Units issued and outstanding on the record date (or, if later, the date such Distributed Rights become exercisable) plus the maximum number of OP Units purchasable under such Distributed Rights and (ii) the denominator of which shall be the number of OP Units issued and outstanding on the record date (or, if later, the date such Distributed Rights become exercisable) plus a fraction (A) the numerator of which is the maximum number of OP Units purchasable under such Distributed Rights times the minimum purchase price per OP Unit under such Distributed Rights and (B) the denominator of which is the Value of an OP Unit as of the record date (or, if later, the date such Distributed Rights become exercisable); provided, however, that, if any such Distributed Rights expire or become no longer exercisable, then the Adjustment Factor shall be adjusted, effective retroactive to the date of distribution of the Distributed Rights (or, if applicable, the later time that the Distributed Rights became exercisable), to reflect a reduced maximum number of OP Units or any change in the minimum purchase price for the purposes of the above fraction; and (c) the Managing Member shall distribute to all holders of its OP Units evidences of its indebtedness or assets (including securities, but excluding any dividend or distribution referred to in subsection (a) or (b) above), which evidences of indebtedness or assets relate to assets not received by the Managing Member pursuant to a pro rata distribution by the Company, then the Adjustment Factor shall be adjusted to equal the amount determined by multiplying the Adjustment Factor in effect immediately prior to the close of business as of the applicable record date by a fraction (i) the numerator of which shall be such Value of an OP Unit as of the record date and (ii) the denominator of which shall be the Value of an OP Unit as of the record date less the then fair market value (as determined by the Managing Member, whose determination shall be conclusive) of the portion of the evidences of indebtedness or assets so distributed applicable to one OP Unit. Notwithstanding the foregoing, no adjustments to the Adjustment Factor will be made for any class or series of LLC Interests to the extent that the Company makes or effects any correlative distribution or payment to all of the Members holding LLC Interests of such class or series, or effects any correlative split or reverse split in respect of the LLC Interests of such class or series. Any adjustments to the Adjustment Factor shall become effective immediately after such event, retroactive to the record date, if any, for such event. For illustrative purposes, examples of adjustments to the Adjustment Factor are set forth on Exhibit A attached hereto. “Affiliate” means, with respect to any Person, any Person directly or indirectly controlling or controlled by or under common control with such Person. For the purposes of this definition,

 
4 “control” when used with respect to any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing. “Agreement” has the meaning set forth in the Recitals. “Appraisal” means, with respect to any assets, the written opinion of an independent third party experienced in the valuation of similar assets, selected by the Managing Member. Such opinion may be in the form of an opinion by such independent third party that the value for such property or asset as set by the Managing Member is fair, from a financial point of view, to the Company. “Assignee” means a Person to whom an LLC Interest has been Transferred in a manner permitted under this Agreement, but who has not become a Substituted Member, and who has the rights set forth in Section 11.5 hereof. “Available Cash” means, the amount of any applicable cash or other property or assets of the Company that the Managing Member, in its sole discretion, determines is available for distribution by the Company, taking into account such factors as the Managing Member deems necessary, advisable or appropriate in its sole discretion, including any actual or anticipated expenses, liabilities, obligations, costs and commitments relating to the conduct of the business of the Company. Notwithstanding the foregoing, Available Cash shall not include (a) any cash received or reductions in reserves, or take into account any disbursements made, or reserves established, after dissolution and the commencement of the liquidation and winding up of the Company or (b) any Capital Contributions, whenever received or any payments, expenditures or investments made with such Capital Contributions. “Beneficial Ownership” means ownership of an LLC Interest by a Person that is or would be treated as a direct or indirect owner of such LLC Interest through the application of Section 544 of the Code, as modified by Sections 856(h)(1)(B) and 856(h)(3)(A) of the Code. The terms “Beneficial Owner,” “Beneficially Owns,” “Beneficially Owning” and “Beneficially Owned” shall have correlative meanings. “Board of Directors” means the Board of Directors of Lineage REIT. “Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in the City of New York, New York are authorized by law to close. “Capital Account” means, with respect to any Member, the capital account maintained by the Managing Member for such Member on the Company’s books and records in accordance with the following provisions: (a) To each Member’s Capital Account, there shall be added such Member’s Capital Contributions, such Member’s distributive share of Net Income and any items in the nature of income or gain that are specially allocated pursuant to Section 6.3 or Section 6.4 hereof, and the amount of any Company liabilities assumed by such Member or that are secured by any property distributed to such Member.

 
5 (b) From each Member’s Capital Account, there shall be subtracted the amount of cash and the Gross Asset Value of any Company property distributed to such Member pursuant to any provision of this Agreement, such Member’s distributive share of Net Losses and any items in the nature of expenses or losses that are specially allocated pursuant to Section 6.3 or Section 6.4 hereof, and the amount of any liabilities of such Member assumed by the Company or that are secured by any property contributed by such Member to the Company (except to the extent already reflected in the amount of such Member’s Capital Contribution). (c) In the event any interest in the Company is Transferred in accordance with the terms of this Agreement (which Transfer does not result in the termination of the Company for U.S. federal income tax purposes), the transferee shall succeed to the Capital Account of the transferor to the extent that it relates to the Transferred interest. (d) In determining the amount of any liability for purposes of subsections (a) and (b) hereof, there shall be taken into account Code Section 752(c) and any other applicable provisions of the Code and Regulations. (e) The provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations promulgated under Section 704 of the Code, and shall be interpreted and applied in a manner consistent with such Regulations. If the Managing Member shall determine that it is necessary or appropriate to modify the manner in which the Capital Accounts are maintained in order to comply with such Regulations, the Managing Member may make such modification, provided that such modification is not likely to have any material effect on the amounts distributable to any Member pursuant to Article 13 hereof upon the dissolution of the Company. The Managing Member may, in its sole discretion, (i) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Members and the amount of Company capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Regulations Section 1.704-1(b)(2)(iv)(q) and (ii) make any modifications that are necessary or appropriate in the event that unanticipated events might otherwise cause this Agreement not to comply with Regulations Section 1.704-1(b) or Section 1.704-2. “Capital Contribution” means, with respect to any Member, the amount of money and the initial Gross Asset Value of any Contributed Property that such Member contributes or is deemed to contribute pursuant to Article 4 hereof. “Capital Share” means a share of any class or series of stock of Lineage REIT now or hereafter authorized other than a REIT Share. “Certificate” means the Certificate of Formation of the Company filed under the Act in the Office of the Delaware Secretary of State for the purpose of forming the Company as a Delaware limited liability company and any duly authorized, executed and filed amendments or restatements thereof.

 
6 “Charitable Beneficiary” means one or more beneficiaries of the Trust as determined pursuant to Section 15.15(i)(vi); provided that each such organization must be described in Section 501(c)(3) of the Code and contributions to each such organization must be eligible for deduction under each of Sections 170(b)(1)(A), 2055 and 2522 of the Code. “Charity” means an entity described in Section 501(c)(3) of the Code or any trust all the beneficiaries of which are such entities. “Closing Price” has the meaning set forth in the definition of “Value.” “COD Income” has the meaning set forth in Section 6.3(b) hereof. “Code” means the Internal Revenue Code of 1986, as amended and in effect from time to time or any successor statute thereto, as interpreted by the applicable Regulations thereunder. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of future law. “Company” has the meaning set forth in the Introduction. “Company Common Unit” means a fractional, undivided share of the LLC Interests of all Members issued pursuant to Section 4.1 and Section 4.2 hereof, but does not include any Company Preferred Unit, OPEU, LTIP Tracking Unit, or any other Company Unit specified in a Unit Designation as being other than a Company Common Unit. “Company Minimum Gain” has the meaning set forth in Regulations Section 1.704-2(b)(2) for the phrase “partnership minimum gain,” and the amount of Company Minimum Gain, as well as any net increase or decrease in Company Minimum Gain, for a Company Year shall be determined in accordance with the rules of Regulations Section 1.704- 2(d). “Company Preferred Unit” means a fractional, undivided share of the LLC Interests of a particular class or series that the Managing Member has authorized pursuant to Section 4.2 hereof that has distribution rights, or rights upon liquidation, winding up and dissolution, that are superior or prior to the Company Common Units and OPEUs. “Company Record Date” means the record date established by the Managing Member for the purpose of determining the Members entitled to notice of or to vote at any meeting of Members or to consent to any matter, or to receive any distribution or the allotment of any other rights, or in order to make a determination of Members for any other proper purpose, which, in the case of a distribution of Available Cash pursuant to Section 5.1 hereof, shall generally be the same as the record date established by the Managing Member for a distribution to its stockholders of some or all of its portion of such distribution. “Company Unit” means a Company Common Unit, a Company Preferred Unit, an OPEU, an LTIP Tracking Unit, any other class of unit described in any Unit Designation or any other unit of the fractional, undivided share of the LLC Interests that the Managing Member has authorized pursuant to Section 4.2 hereof.

 
7 “Company Vote” has the meaning set forth in Section 11.2(e) hereof. “Company Year” has the meaning set forth in Section 9.2 hereof. “Consent” means the consent to, approval of, or vote in favor of a proposed action by a Member given in accordance with Article 14 hereof. The terms “Consented” and “Consenting” have correlative meanings. “Consent of the Managing Member” means the Consent of the sole Managing Member, which Consent, except as otherwise specifically required by this Agreement, may be obtained prior to or after the taking of any action for which it is required by this Agreement and may be given or withheld by the Managing Member in its sole and absolute discretion. “Consent of the Managing Member and Members” means, subject to and except as set forth in any Unit Designation, the Consent of the Managing Member and the Consent of a Majority in Interest of the Members, which Consent shall be obtained prior to the taking of any action for which it is required by this Agreement and, except as otherwise provided in this Agreement, may be given or withheld by the Managing Member or the Members in their sole and absolute discretion; provided, however, that, solely with respect to any action taken pursuant to Section 7.3(b) and Section 14.2, if any such action affects only certain classes or series of LLC Interests, “Consent of the Managing Member and Members” means the Consent of the Managing Member and the Consent of a Majority in Interest of the Members of the affected classes or series of LLC Interests. “Consent of the Members” means, subject to and except as set forth in the any Unit Designation, the Consent of a Majority in Interest of the Members, which Consent shall be obtained prior to the taking of any action for which it is required by this Agreement and, except as otherwise provided in this Agreement, may be given or withheld by each Member in its sole and absolute discretion; provided, however, that, if any such action affects only certain classes or series of LLC Interests, “Consent of the Members” means the Consent of a Majority in Interest of the Members of the affected classes or series of LLC Interests. “Constructive Ownership” means ownership of an LLC Interest by a Person that is or would be treated as a direct or indirect owner of such LLC Interest through the application of Section 318(a) of the Code, as modified by Section 856(d)(5) of the Code. The terms “Constructive Owner,” “Constructively Owns,” “Constructively Owning” and “Constructively Owned” shall have correlative meanings. “Contributed Property” means each Property or other asset, in such form as may be permitted by the Act, but excluding cash, contributed or deemed contributed to the Company. “Contributing Holder” has the meaning set forth in Section 15.1(a) hereof. “Controlled Entity” means, as to any Member, (a) any corporation more than fifty percent (50%) of the outstanding voting stock of which is owned by such Member or such Member’s Family Members or Affiliates, (b) any trust, whether or not revocable, of which such Member or such Member’s Family Members or Affiliates are the sole beneficiaries, (c) any partnership of which such Member or its Affiliates are the managing partners and in which such Member, such

 
8 Member’s Family Members or Affiliates hold partnership interests representing at least twenty-five percent (25%) of such partnership’s capital and profits and (d) any limited liability company of which such Member or its Affiliates are the managers and in which such Member, such Member’s Family Members or Affiliates hold membership interests representing at least twenty-five percent (25%) of such limited liability company’s capital and profits. “Corresponding LTIP Unit” has the meaning set forth in Section 4.3(e) hereof. “Debt” means, as to any Person, as of any date of determination: (a) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services; (b) all amounts owed by such Person to banks or other Persons in respect of reimbursement obligations under letters of credit, surety bonds and other similar instruments guaranteeing payment or other performance of obligations by such Person; (c) all indebtedness for borrowed money or for the deferred purchase price of property or services secured by any lien on any property owned by such Person, to the extent attributable to such Person’s interest in such property, even though such Person has not assumed or become liable for the payment thereof; and (d) lease obligations of such Person that, in accordance with generally accepted accounting principles, should be capitalized. “Delaware Courts” has the meaning set forth in Section 15.9(b) hereof. “Depreciation” means, for each Company Year or other applicable period, an amount equal to the federal income tax depreciation, amortization or other cost recovery deduction allowable with respect to an asset for such year or other period, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such year or other period, Depreciation shall be an amount that bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization or other cost recovery deduction for such year or other period bears to such beginning adjusted tax basis; provided, however, that if the federal income tax depreciation, amortization or other cost recovery deduction for such year or other period is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Managing Member. “Designated Individual” has the meaning set forth in Section 10.3(a) hereof. “Disregarded Entity” means, with respect to any Person, (i) any “qualified REIT subsidiary” (within the meaning of Code Section 856(i)(2)) of such Person, (ii) any entity treated as a disregarded entity for Federal income tax purposes with respect to such Person, or (iii) any grantor trust if the sole owner of the assets of such trust for Federal income tax purposes is such Person. “Distributed Right” has the meaning set forth in the definition of “Adjustment Factor.” “Domestically Controlled Qualified Investment Entity” means a “domestically controlled qualified investment entity” within the meaning of Section 897(h)(4)(B) of the Code. “Effective Date” has the meaning set forth in the Introduction.

 
9 “Equity Plan” means any stock, unit or equity purchase plan, restricted stock, unit or equity plan or other similar equity compensation plan now or hereafter adopted by the Managing Member or the General Partner, including the Plan. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended. “Excepted Holder” means the Managing Member, Lineage REIT and any other Person for whom an Excepted Holder Limit is created by the Managing Member pursuant to Section 15.15(g). “Excepted Holder Limit” means for each Excepted Holder the percentage limit (or limitation on the number of Company Units held) established pursuant to Section 15.15(g), which limit may be expressed as a percentage of the capital interests or profit interests in the Company. The Excepted Holder Limit for each of the Managing Member and Lineage REIT shall be 100%. “Exchange” has the meaning set forth in Section 15.1(a) hereof. “Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor statute thereto, and the rules and regulations of the SEC promulgated thereunder. “Exchanged Units” has the meaning set forth in Section 15.1(a) hereof. “Expense Reimbursement and Indemnification Agreement” means the Expense Reimbursement and Indemnification Agreement, dated as of July 24, 2024, by and among the Company, BG Lineage Holdings, LLC, BG Lineage Holdings LHR, LLC and Bay Grove Management Company, LLC. “Family Members” means, as to a Person that is an individual, such Person’s spouse, ancestors, descendants (whether by blood or by adoption or step-descendants by marriage), brothers and sisters, nieces and nephews and inter vivos or testamentary trusts (whether revocable or irrevocable) of which only such Person and such Person’s spouse, ancestors, descendants (whether by blood or by adoption or step-descendants by marriage), brothers and sisters and nieces and nephews are beneficiaries. “Final Adjustment” has the meaning set forth in Section 10.3(b)(ii) hereof. “Funding Debt” means any Debt incurred by or on behalf of the Managing Member for the purpose of providing funds to the Company. “General Partner” means Lineage REIT for so long as it remains a general partner of the Managing Member, and/or any of its successors and assigns that become a general partner of the Managing Member, in each case, that is admitted from time to time to the Managing Member as a general partner, and has not ceased to be a general partner, pursuant to the MRULP and the OP Agreement, in such Person’s capacity as a general partner of the Managing Member.

 
10 “Gross Asset Value” means, with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows: (a) The initial Gross Asset Value of any asset contributed by a Member to the Company shall be the gross fair market value of such asset on the date of contribution, as determined by the Managing Member and agreed to by the contributing Person. (b) The Gross Asset Values of all Company assets immediately prior to the occurrence of any event described in clauses (i) through (v) below shall be adjusted to equal their respective gross fair market values, as determined by the Managing Member using such reasonable method of valuation as it may adopt, as of the following times: (i) the acquisition of an additional interest in the Company (including, without limitation, acquisitions pursuant to Section 4.2 hereof or contributions or deemed contributions by the Managing Member pursuant to Section 4.2 hereof) by a new or existing Member in exchange for more than a de minimis Capital Contribution; (ii) the distribution by the Company to a Member of more than a de minimis amount of Company property as consideration for an interest in the Company; (iii) the liquidation of the Company within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g); (iv) the grant of an interest in the Company (other than a de minimis interest) as consideration for the provision of services to or for the benefit of the Company by an existing Member acting in a partner capacity, or by a new Member acting in a member capacity or in anticipation of becoming a Member of the Company; and (v) at such other times as the Managing Member shall reasonably determine necessary or advisable in order to comply with Regulations Sections 1.704- 1(b) and 1.704-2. (c) The Gross Asset Value of any Company asset distributed to a Member shall be the gross fair market value of such asset on the date of distribution, as determined by the distributee and the Managing Member; provided, however, that if the distributee is the Managing Member or if the distributee and the Managing Member cannot agree on such a determination, such gross fair market value shall be determined by Appraisal. (d) The Gross Asset Values of Company assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations Section 1.704-1(b)(2)(iv)(m); provided, however, that Gross Asset Values shall not

 
11 be adjusted pursuant to this subsection (d) to the extent that the Managing Member reasonably determines that an adjustment pursuant to subsection (b) above is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this subsection (d). (e) If the Gross Asset Value of a Company asset has been determined or adjusted pursuant to subsection (a), subsection (b) or subsection (d) above, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Net Income and Net Losses. “Hart-Scott-Rodino Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. “Holder” means either (a) a Member or (b) an Assignee owning an LLC Interest. “Incapacity” or “Incapacitated” means: (a) as to any Member who is an individual, death, total physical disability or entry by a court of competent jurisdiction adjudicating such Member incompetent to manage such Member’s person or such Member’s estate; (b) as to any Member that is a corporation or limited liability company, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter; (c) as to any Member that is a partnership, the dissolution and commencement of winding up of the partnership; (d) as to any Member that is an estate, the distribution by the fiduciary of the estate’s entire interest in the Company; (e) as to any trustee of a trust that is a Member, the termination of the trust (but not the substitution of a new trustee); or (f) as to any Member, the bankruptcy of such Member. For purposes of this definition, bankruptcy of a Member shall be deemed to have occurred when (i) the Member commences a voluntary proceeding seeking liquidation, reorganization or other relief of or against such Member under any bankruptcy, insolvency or other similar law now or hereafter in effect, (ii) the Member is adjudged as bankrupt or insolvent, or a final and non-appealable order for relief under any bankruptcy, insolvency or similar law now or hereafter in effect has been entered against the Member, (iii) the Member executes and delivers a general assignment for the benefit of the Member’s creditors, (iv) the Member files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Member in any proceeding of the nature described in clause (ii) above, (v) the Member seeks, consents to or acquiesces in the appointment of a trustee, receiver or Liquidator for the Member or for all or any substantial part of the Member’s properties, (vi) any proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar law now or hereafter in effect has not been dismissed within one hundred twenty (120) days after the commencement thereof, (vii) the appointment without the Member’s consent or acquiescence of a trustee, receiver or Liquidator has not been vacated or stayed within ninety (90) days of such appointment, or (viii) an appointment referred to in clause (vii) above is not vacated within ninety (90) days after the expiration of any such stay. “Indemnitee” means (a) any Person made, or threatened to be made, a party to a proceeding by reason of its status as (i) the present or any former Managing Member or manager of the Company or (ii) a present or former officer of the present or any former Managing Member or manager, or a present or former director or officer of the Company or of the present or any former Managing Member or manager, and (b) such other Persons (including Affiliates or employees of

 
12 the Managing Member or the Company) as the Managing Member may designate from time to time (whether before or after the event giving rise to potential liability), in its sole and absolute discretion. “Individual” means an “individual” within the meaning of Section 542(a)(2) of the Code, but not including a qualified trust subject to the look-through rule of Section 856(h)(3)(A)(i) of the Code. “IRS” means the Internal Revenue Service. “Lineage OP” has the meaning set forth in the Recitals. “Lineage REIT” has the meaning set forth in the Recitals. “Liquidating Event” has the meaning set forth in Section 13.1 hereof. “Liquidator” has the meaning set forth in Section 13.2(a) hereof. “LLC Interest” means a membership interest in the Company held by either a Member or the Managing Member and includes any and all benefits to which the holder of such membership interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. There may be one or more classes or series of LLC Interests. An LLC Interest may be expressed as a number of Company Common Units, Company Preferred Units, OPEUs, LTIP Tracking Units or other Company Units; however, notwithstanding that the Managing Member, and any Member may have different rights and privileges as specified in this Agreement (including differences in rights and privileges with respect to their LLC Interests), the LLC Interest held by the Managing Member or any other Member and designated as being of a particular class or series shall not be deemed to be a separate class or series of LLC Interests from an LLC Interest having the same designation as to class and series that is held by any other Member solely because such LLC Interest is held by the Managing Member or any other Member having different rights and privileges as specified under this Agreement. An LLC Interest may be expressed as a number of Company Common Units, Company Preferred Units, OPEUs or other Company Units. “LTIP Tracking Unit” means the LLC Interests designated as such having the rights, powers, privileges, restrictions, qualifications and limitations set forth herein. LTIP Tracking Units can be issued in one or more classes, or one or more series of any such classes bearing such relationship to one another as to allocations, distributions, and other rights as the Managing Member shall determine in its sole and absolute discretion subject to Delaware law and this Agreement. The LTIP Tracking Units shall be owned by the Managing Member. “LTIP Unit” means a unit of the Managing Member designated as an “LTIP Unit” in the OP Agreement. “Majority in Interest of the Members” means the Managing Member and Members holding in the aggregate Percentage Interests that are greater than fifty percent (50%) of the aggregate Percentage Interests of all such Members entitled to Consent to or withhold Consent from a proposed action, voting together as a single class. For purposes of calculating Percentage

 
13 Interest in connection with this definition, each OPEU will be equivalent to one Company Common Unit. “Managing Member” means Lineage OP, LP for so long as it remains a managing member of the Company, and/or any of its successors and assigns that become a managing member of the Company, in each case, that is admitted from time to time to the Company as a managing member, and has not ceased to be a managing member, pursuant to the Act and this Agreement, in such Person’s capacity as a managing member of the Company. “Managing Member Interest” means the entire LLC Interest held by the Managing Member hereof, which LLC Interest may be expressed as a number of Company Common Units, Company Preferred Units or any other Company Units, including any LTIP Tracking Units. “Market Price” has the meaning set forth in the definition of “Value.” “Member” means any Person that is admitted from time to time to the Company as a member, and has not ceased to be a Member pursuant to the Act and this Agreement, of the Company, including any Substituted Member or Additional Member, in each case in such Person’s capacity as a member of the Company. “Member Interest” means an LLC Interest of a Member in the Company representing a fractional part of the LLC Interests of all Members and includes any and all benefits to which the holder of such an LLC Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. A Member Interest may be expressed as a number of Company Common Units, Company Preferred Units, OPEUs or other Company Units. “Member Minimum Gain” means an amount, with respect to each Member Nonrecourse Debt, equal to the Company Minimum Gain that would result if such Member Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Regulations Section 1.704- 2(i)(3). “Member Nonrecourse Debt” has the meaning set forth in Regulations Section 1.704-2(b)(4) for the phrase “partner nonrecourse debt.” “Member Nonrecourse Deductions” has the meaning set forth in Regulations Section 1.704-2(i)(1), and the amount of Member Nonrecourse Deductions with respect to a Member Nonrecourse Debt for a Company Year shall be determined in accordance with the rules of Regulations Section 1.704-2(i)(2) for the phrase “partner nonrecourse deductions.” “MRULP” means the Maryland Revised Uniform Limited Partnership Act, Title 10 of the Corporations and Associations Article of the Annotated Code of Maryland, as it may be amended from time to time, and any successor to such statute. “Net Income” or “Net Loss” means, for each Company Year or other applicable period, an amount equal to the Company’s taxable income or loss for such year or other applicable period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain,

 
14 loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments: (a) Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Net Income (or Net Loss) pursuant to this definition of “Net Income” or “Net Loss” shall be added to (or subtracted from, as the case may be) such taxable income (or loss); (b) Any expenditure of the Company described in Code Section 705(a)(2)(B) or treated as a Code Section 705(a)(2)(B) expenditure pursuant to Regulations Section 1.704- 1(b)(2)(iv)(i), and not otherwise taken into account in computing Net Income (or Net Loss) pursuant to this definition of “Net Income” or “Net Loss,” shall be subtracted from (or added to, as the case may be) such taxable income (or loss); (c) In the event the Gross Asset Value of any Company asset is adjusted pursuant to subsection (b) or subsection (c) of the definition of “Gross Asset Value,” the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Net Income or Net Loss; (d) Gain or loss resulting from any disposition of property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value; (e) In lieu of the depreciation, amortization and other cost recovery deductions that would otherwise be taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Company Year or other applicable period; (f) To the extent that an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Member’s interest in the Company, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the asset) from the disposition of the asset and shall be taken into account for purposes of computing Net Income or Net Loss; and (g) Notwithstanding any other provision of this definition of “Net Income” or “Net Loss,” any item that is specially allocated pursuant to Article 6 hereof shall not be taken into account in computing Net Income or Net Loss. The amounts of the items of Company income, gain, loss or deduction available to be specially allocated pursuant to Section 6.3 or Section 6.4 hereof shall be determined by applying rules analogous to those set forth in this definition of “Net Income” or “Net Loss.” “New Securities” means (a) any rights, options, warrants or convertible or exchangeable securities having the right to subscribe for or purchase OP Units, excluding grants under any equity

 
15 plan, or (b) any Debt issued by the Managing Member that provides any of the rights described in clause (a). “Nonrecourse Deductions” has the meaning set forth in Regulations Section 1.704-2(b)(1), and the amount of Nonrecourse Deductions for a Company Year shall be determined in accordance with the rules of Regulations Section 1.704-2(c). “Nonrecourse Liability” has the meaning set forth in Regulations Sections 1.704-2(b)(3) and 1.752-1(a)(2). “Notice of Exchange” means the Notice of Exchange substantially in the form of Exhibit B attached to this Agreement. “OP Agreement” means the limited partnership agreement of the Managing Member, as may be amended from time to time. “OP Common Unit” means an OP Unit that is classified as a “Partnership Common Unit” in the OP Agreement. “OP Common Units Amount” means a number of OP Common Units equal to the product of (a) the number of Exchanged Units and (b) the Adjustment Factor. “OP Unit” means a unit of the Managing Member, but shall not include any class or series of the Managing Member classified after the date of this Agreement. “OP Units Amount” means, with respect to each affected Company Unit as of any date of determination, the same amount for each affected Company Unit that would be paid to any partner of the Managing Member pursuant to the OP Agreement to redeem a single OP Common Unit pursuant to such OP Common Unit’s redemption rights in the OP Agreement. “OPEU” means a fractional, undivided share of the LLC Interests of all Members issued pursuant to Section 4.1 and Section 4.2 hereof designated as an “OPEU” having the rights, preferences, privileges and obligations set forth for OPEUs in this Agreement, but does not include any Company Common Unit, Company Preferred Unit or any other Company Unit specified in a Unit Designation as being other than an OPEU. “Partnership Representative” has the meaning set forth in Section 10.3(a) hereof. “Percentage Interest” means, with respect to each Member, the fraction, expressed as a percentage, the numerator of which is the aggregate number of Company Units of all classes and series held by such Member and the denominator of which is the total number of Company Units of all classes and series held by all Members; provided, however, that, to the extent applicable in context, the term “Percentage Interest” means, with respect to a Member, the fraction, expressed as a percentage, the numerator of which is the aggregate number of Company Units of a specified class or series (or specified group of classes and/or series) held by such Member and the denominator of which is the total number of Company Units of such specified class or series (or specified group of classes and/or series) held by all Members.

 
16 “Permitted Transfer” means, with respect to any Member and any LLC Interest: (a) the Transfer of all or part of such LLC Interest to any Family Member of such Member (including a Transfer by a Family Member that is an inter vivos or testamentary trust (whether revocable or irrevocable) to a Family Member that is a beneficiary of such trust), any Charity, any Controlled Entity or any Affiliate; or (b) a Pledge all or any portion of its LLC Interest to a lending institution as collateral or security for a bona fide loan or other extension of credit, and Transfer such pledged LLC Interest to such lending institution in connection with the exercise of remedies under such loan or extension of credit. “Person” means an individual or a corporation, partnership, trust, unincorporated organization, association, limited liability company or other entity. “Plan” means the Amended and Restated Lineage 2024 Incentive Award Plan, as may be amended, modified or restated from time to time. “Pledge” means a pledge as collateral or security for a bona fide loan or other extension of credit, which may include a Transfer of a pledged LLC Interest in connection with the exercise of remedies under such loan or extension of credit. “Prior Agreement” has the meaning set forth in the Recitals. “Prohibited Owner” means, with respect to any purported transfer of LLC Interests, any Person that, but for the provisions of Section 15.15(i), would Beneficially Own or Constructively Own LLC Interests. “Properties” means any assets and property of the Company such as, but not limited to, interests in real property and personal property, including, without limitation, fee interests, interests in ground leases, easements and rights of way, interests in limited liability companies, joint ventures or partnerships, interests in mortgages, and Debt instruments as the Company may hold from time to time and “Property” means any one such asset or property. “Put Option Agreement” means the Put Option Agreement, dated as of July 24, 2024, by and among BG Lineage Holdings, LLC, Lineage REIT, the Company and Lineage OP. “Qualified Transferee” means an “accredited investor” as defined in Rule 501 promulgated under the Securities Act. “Qualifying Party” means (a) a Member, (b) an Assignee or (c) a Person, including a lending institution as the pledgee of a Pledge, who is the transferee of a Member Interest in a Permitted Transfer; provided, however, that a Qualifying Party shall not include the Managing Member. “Register” has the meaning set forth in Section 4.1 hereof. “Regulations” means the income tax regulations under the Code, whether such regulations are in proposed, temporary or final form, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

 
17 “Regulatory Allocations” has the meaning set forth in Section 6.4(a)(viii) hereof. “REIT” means a real estate investment trust qualifying under Code Section 856. “REIT Qualification Date” means such date as the Managing Member shall determine is necessary or advisable for the Company in connection with an election by a REIT Subsidiary to be taxed as a REIT to ensure that the REIT Subsidiary satisfies the REIT qualification requirements under Section 856 of the Code. “REIT Requirements” has the meaning set forth in Section 5.1 hereof. “REIT Share” means a share of common stock of Lineage REIT (and its successors and assigns), $0.01 par value per share, but shall not include any class or series of Lineage REIT’s common stock classified after the date of this Agreement. “REIT Subsidiary” means any REIT in which the Company owns, directly or indirectly, an equity interest. “REIT Subsidiary Ownership Limit” means not more than a 9.8% capital interest or profits interest in the Company. The capital interest or profits interest represented by any Member’s Company Units shall be determined by the Managing Member in good faith, which determination shall be conclusive for all purposes hereof. “Restriction Termination Date” means the last date, subsequent to the REIT Qualification Date, on which the Company owns, directly or indirectly, any equity interest in a REIT Subsidiary, or such other date as may be determined by the Managing Member in its sole discretion. “Safe Harbors” has the meaning set forth in Section 11.3(c) hereof. “SEC” means the Securities and Exchange Commission. “Securities Act” means the Securities Act of 1933, as amended, and any successor statute thereto, and the rules and regulations of the SEC promulgated thereunder. “Specified Exchange Date” means the fifteenth (15th) Business Day after the receipt by the Managing Member of a Notice of Exchange. “Stockholder Meeting” means a meeting of the holders of REIT Shares convened for the purpose of conducting a Stockholder Vote as contemplated in Section 11.2(e) hereof. “Stockholder Vote” has the meaning set forth in Section 11.2(e) hereof. “Stockholder Vote Transaction” has the meaning set forth in Section 11.2(e) hereof. “Subsidiary” means, with respect to any Person, any corporation or other entity of which a majority of (a) the voting power of the voting equity securities or (b) the outstanding equity interests is owned, directly or indirectly, by such Person; provided, however, that, with respect to the Company, “Subsidiary” means solely a partnership or limited liability company (taxed, for

 
18 federal income tax purposes, as a partnership or as a Disregarded Entity and not as an association or publicly traded partnership taxable as a corporation) of which the Company is a member or any “taxable REIT subsidiary” of the Managing Member in which the Company owns shares of stock, unless the ownership of shares of stock of a corporation or other entity (other than a “taxable REIT subsidiary”) will not jeopardize Lineage REIT’s status as a REIT or any Lineage REIT Affiliate’s status as a “qualified REIT subsidiary” (within the meaning of Code Section 856(i)(2)), in which event the term “Subsidiary” shall include such corporation or other entity. “Substituted Member” means a Person who is admitted as a Member to the Company pursuant to the Act and (a) Section 11.4 hereof or (b) pursuant to any Unit Designation. “Surviving Company” has the meaning set forth in Section 11.2(b)(ii) hereof. “Tax Items” has the meaning set forth in Section 6.5(a) hereof. “Tax Matters Partner” has the meaning set forth in Section 10.3(c) hereof. “Terminating Capital Transaction” means any sale or other disposition of all or substantially all of the assets of the Company or a related series of transactions that, taken together, result in the sale or other disposition of all or substantially all of the assets of the Company, in any case, not in the ordinary course of the Company’s business. “Termination Transaction” has the meaning set forth in Section 11.2(b) hereof. “Transfer” means any sale, assignment, bequest, conveyance, devise, gift (outright or in trust), Pledge, encumbrance, hypothecation, mortgage, exchange, transfer or other disposition or act of alienation, whether voluntary, involuntary or by operation of law; provided, however, that when the term is used in Article 11 hereof, except as otherwise expressly provided, “Transfer” does not include (a) any Exchange of OPEUs for OP Common Units pursuant to Section 15.1 (b) any conversion of LTIP Tracking Units into Company Common Units pursuant to Section 16.3 hereof, or (c) any forfeiture of LTIP Tracking Units pursuant to Section 16.3 hereof. The terms “Transferred” and “Transferring” have correlative meanings. “Trust” means any trust for the exclusive benefit of one or more Charitable Beneficiaries, as provided for in Section 15.15(a)(ii). “Trustee” means the Person not affiliated with the Company and any Prohibited Owner, that is appointed by the Company to serve as trustee of the Trust. “Unit Designation” has the meaning set forth in Section 4.2(b) hereof. “Value” means, with respect to an OP Unit, a measurement equivalent to, on any date of determination, the average of the daily Market Prices for ten (10) consecutive trading days immediately preceding such date of determination (except that the Market Price for the trading day immediately preceding the date of exercise of a stock option under any equity plan shall be substituted for such average of daily market prices for purposes of Section 4.4 hereof). The term “Market Price” on any date means, with respect to any class or series of outstanding REIT Shares, the Closing Price for such REIT Shares on such date. The “Closing Price” on any date means the

 
19 last sale price for such REIT Shares, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, for such REIT Shares, in either case as reported on the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which such REIT Shares are listed or admitted to trading or, if such REIT Shares are not listed or admitted to trading on any national securities exchange, the last quoted price, or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System or, if such system is no longer in use, the principal other automated quotation system that may then be in use or, if such REIT Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in such REIT Shares selected by the Board of Directors or, in the event that no trading price is available for such REIT Shares, the fair market value of the REIT Shares, as determined by the Board of Directors. ARTICLE 2 ORGANIZATIONAL MATTERS Section 2.1 Formation. The Company was originally formed by the filing of a Certificate of Formation on November 31, 2011 with the Secretary of State of the State of Delaware. The Members hereby continue the Company under the Act indefinitely, and for the purposes and upon the terms and conditions hereinafter set forth unless the Company is dissolved sooner pursuant to the provisions of Article 13 hereof or as otherwise provided by law. Except as expressly provided herein to the contrary, the rights and obligations of the Members and the administration and termination of the Company shall be governed by the Act. The LLC Interest of each Member shall be personal property for all purposes. Section 2.2 Name. The name of the Company is “Lineage Logistics Holdings, LLC.” The Company’s business may be conducted under any other name or names deemed advisable by the Managing Member, including the name of the Managing Member or any Affiliate thereof. The words “Limited Liability Company,” “LLC,” “Ltd.” or similar words or letters shall be included in the Company’s name where necessary for the purposes of complying with the laws of any jurisdiction that so requires. The Managing Member in its sole and absolute discretion may change the name of the Company at any time and from time to time and shall notify the Members of such change in the next regular communication to the Members. Section 2.3 Principal Office and Resident Agent; Principal Executive Office. The address of the principal office of the Company in the State of Delaware is located at c/o Corporation Service Company, 251 Little Falls Drive, Wilmington, Delaware 19808, County of New Castle, or such other place within the State of Delaware as the Managing Member may from time to time designate, and the resident agent of the Company in the State of Delaware is a Delaware corporation, or such other resident of the State of Delaware as the Managing Member may from time to time designate. The principal office of the Company is located at 46500 Humboldt Drive, Novi, Michigan 48377, or such other place as the Managing Member may from time to time designate by notice to the Members. The Company may maintain offices at such other place or places within or outside the State of Delaware as the Managing Member may from time to time designate.

 
20 Section 2.4 Power of Attorney. (a) Each Member and Assignee hereby irrevocably constitutes and appoints the Managing Member, any Liquidator, and authorized officers and attorneys-in-fact of each, and each of those acting singly, in each case with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead to: (i) execute, swear to, seal, acknowledge, deliver, file and record in the appropriate public offices: (A) all certificates, documents and other instruments (including, without limitation, this Agreement and the Certificate and all amendments, supplements or restatements thereof) that the Managing Member or the Liquidator deems appropriate or necessary to form, qualify or continue the existence or qualification of the Company as a limited liability company (or an entity in which the members will have limited liability to the extent provided by applicable law) in the State of Delaware and in all other jurisdictions in which the Company may conduct business or own property; (B) all instruments that the Managing Member or any Liquidator deems appropriate or necessary to reflect any amendment, change, modification or restatement of this Agreement in accordance with its terms; (C) all conveyances and other instruments or documents that the Managing Member or the Liquidator deems appropriate or necessary to reflect the dissolution and liquidation of the Company pursuant to the terms of this Agreement, including, without limitation, a certificate of cancellation; (D) all conveyances and other instruments or documents that the Managing Member or the Liquidator deems appropriate or necessary to reflect the distribution or exchange of assets of the Company pursuant to the terms of this Agreement; (E) all instruments relating to the admission, acceptance, resignation, withdrawal, removal or substitution of any Member pursuant to the terms of this Agreement or the Capital Contribution of any Member; and (F) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges relating to LLC Interests; and (ii) subject to a Member’s consent rights provided by this Agreement, execute, swear to, acknowledge and file all ballots, consents, approvals, waivers, certificates and other instruments appropriate or necessary, in the sole and absolute discretion of the Managing Member or any Liquidator, to make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Members hereunder or is consistent with the terms of this Agreement. Nothing contained herein shall be construed as authorizing the Managing Member or any Liquidator to amend this Agreement except in accordance with Section 14.2 hereof or as may be otherwise expressly provided for in this Agreement. (b) The foregoing power of attorney is hereby declared to be irrevocable and a special power coupled with an interest, in recognition of the fact that each of the Members and Assignees will be relying upon the power of the Managing Member or the Liquidator to act as contemplated by this Agreement in any filing or other action by it on behalf of the Company, and it shall survive and not be affected by the subsequent Incapacity of any Member or Assignee and the Transfer of all or any portion of such Person’s LLC Interest and shall extend to such Person’s heirs, successors, assigns and personal representatives. Each such Member and Assignee hereby agrees to be bound

 
21 by any representation made by the Managing Member or the Liquidator, acting in good faith pursuant to such power of attorney; and each such Member and Assignee hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the Managing Member or the Liquidator, taken in good faith under such power of attorney. Each Member and Assignee shall execute and deliver to the Managing Member or the Liquidator, within fifteen (15) days after receipt of the Managing Member’s or the Liquidator’s request therefor, such further designation, powers of attorney and other instruments as the Managing Member or the Liquidator (as the case may be) deems necessary to effectuate this Agreement and the purposes of the Company. Notwithstanding anything else set forth in this Section 2.4(b), no Member shall incur any personal liability for any action of the Managing Member or the Liquidator taken under such power of attorney. Section 2.5 LLC Interests Are Securities. All LLC Interests shall be securities within the meaning of, and governed by, (a) Article 8 of the Delaware Uniform Commercial Code and (b) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction. ARTICLE 3 PURPOSE Section 3.1 Purpose and Business. The purpose and nature of the Company is to conduct any business, enterprise or activity permitted by or under the Act, including, without limitation, (a) to engage in all lawful transactions and business activities as may be determined from time to time by the Managing Member, (b) to acquire, own, invest in, manage and/or dispose of any assets, entities, interests or investments of any kind, (c) to enter into any partnership, joint venture, business trust arrangement, limited liability company or other similar arrangement, (d) to conduct the Company’s business directly or through one or more Subsidiaries, partnerships, joint ventures, business trusts, limited liability companies, other entities or arrangements, and (e) to do anything necessary, appropriate, proper, advisable, incidental to or convenient for any or all of the foregoing. Section 3.2 Powers. The Company shall be empowered to do any and all acts and things necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of the purposes and business described herein and for the protection and benefit of the Company including, without limitation, full power and authority, directly or through its ownership interest in other entities, to enter into, perform and carry out contracts of any kind, to borrow and lend money and to issue evidence of indebtedness, whether or not secured by mortgage, deed of trust, pledge or other lien, to acquire, own, manage, improve and develop real property and lease, sell, transfer and dispose of real property and any other property or assets. Section 3.3 Limited Liability Company Only for Purposes Specified. The Company is a limited liability company existing pursuant to the Act, and this Agreement shall not be deemed to create a company, venture or partnership between or among the Members or any other Persons with respect to any activities whatsoever other than the activities within the purposes of the Company as specified in Section 3.1 hereof. Except as otherwise provided in this Agreement, no Member shall have any authority to act for, bind, commit or assume any obligation or responsibility on behalf of the Company, its properties or any other Member. No Member, in its capacity as a Member under this Agreement, shall be responsible or liable for any indebtedness or

 
22 obligation of another Member, nor shall the Company be responsible or liable for any indebtedness or obligation of any Member, incurred either before or after the execution and delivery of this Agreement by such Member, except as to those responsibilities, liabilities, indebtedness or obligations incurred (a) pursuant to and as limited by the terms of this Agreement and the Act or (b) pursuant to a separate contract between any of such Persons. Section 3.4 Representations and Warranties by the Members. (a) Each Member that is an individual (including, without limitation, each Additional Member or Substituted Member as a condition to becoming an Additional Member or a Substituted Member) represents and warrants to, and covenants with, each other Member that (i) the consummation of the transactions contemplated by this Agreement to be performed by such Member will not result in a breach or violation of, or a default under, any material agreement by which such Member or any of such Member’s property is bound, or any statute, regulation, order or other law to which such Member is subject, (ii) if five percent (5%) or more (by value) of the Company’s interests are or will be owned by such Member within the meaning of Code Section 7704(d)(3), such Member does not, and for so long as it is a Member will not, own, directly or indirectly, (A) stock of any corporation that is a tenant of (I) the Company, any REIT Subsidiary or any Disregarded Entity with respect to the Company or any REIT Subsidiary or (II) any partnership, venture or limited liability company of which the Company, any REIT Subsidiary or any Disregarded Entity with respect to the Company or any REIT Subsidiary is a direct or indirect member or (B) an interest in the assets or net profits of any non-corporate tenant of (I) the Company, any REIT Subsidiary or any Disregarded Entity with respect to the Company or any REIT Subsidiary or (II) any partnership, venture or limited liability company of which the Company, any REIT Subsidiary or any Disregarded Entity with respect to the Company or any REIT Subsidiary is a direct or indirect member, (iii) such Member’s ownership of LLC Interests does and will not cause any Individual to Beneficially Own more than 9.8% of the value of the outstanding capital stock or other equity interests in any REIT Subsidiary, (iv) such Member’s Beneficial Ownership or Constructive Ownership of LLC Interests does not and will not result in any REIT Subsidiary failing to qualify as a REIT (including as a result of causing any REIT Subsidiary to constructively own, determined in accordance with Sections 856(d)(2)(B) and 856(d)(5) of the Code, an interest in a tenant that is described in Section 856(d)(2)(B) of the Code if the income derived by the REIT Subsidiary from such tenant would cause the REIT Subsidiary to fail to satisfy any of the gross income requirements of Section 856(c) of the Code), (v) such Member has the legal capacity to enter into this Agreement and perform such Member’s obligations hereunder, and (vi) this Agreement is binding upon, and enforceable against, such Member in accordance with its terms. Notwithstanding the foregoing, a Member that is an individual shall not be subject to the ownership restrictions set forth in clauses (ii) or (iii) of the immediately preceding sentence to the extent such Member obtains the written Consent of the Managing Member prior to violating any such restrictions, which consent the Managing Member may give or withhold in its sole and absolute discretion. Each Member that is an individual shall also represent and warrant to the Company that such Member is neither a “foreign person” within the meaning of Code Section 1445(f) nor a foreign partner within the meaning of Code Section 1446(e). (b) Each Member that is not an individual (including, without limitation, each Additional Member or Substituted Member as a condition to becoming an Additional Member or

 
23 a Substituted Member, but excluding the Managing Member) represents and warrants to, and covenants with, each other Member that (i) all transactions contemplated by this Agreement to be performed by it have been duly authorized by all necessary action, including, without limitation, that of its general partner(s), committee(s), trustee(s), beneficiaries, directors and/or stockholder(s) (as the case may be) as required, (ii) the consummation of such transactions shall not result in a breach or violation of, or a default under, its partnership or operating agreement, trust agreement, charter or bylaws (as the case may be) any material agreement by which such Member or any of such Member’s properties or any of its partners, members, beneficiaries, trustees or stockholders (as the case may be) is or are bound, or any statute, regulation, order or other law to which such Member or any of its partners, members, trustees, beneficiaries or stockholders (as the case may be) is or are subject, (iii) if five percent (5%) or more (by value) of the Company’s interests are or will be owned by such Member within the meaning of Code Section 7704(d)(3), such Member does not, and for so long as it is a Member will not, own, directly or indirectly, (A) stock of any corporation that is a tenant of (I) the Company, any REIT Subsidiary or any Disregarded Entity with respect to the Company or any REIT Subsidiary or (II) any partnership, venture or limited liability company of which the Company, any REIT Subsidiary or any Disregarded Entity with respect to the Company or any REIT Subsidiary is a direct or indirect member or (B) an interest in the assets or net profits of any non-corporate tenant of (I) the Company, any REIT Subsidiary or any Disregarded Entity with respect to the Company or any REIT Subsidiary or (II) any partnership, venture or limited liability company of which the Company, any REIT Subsidiary or any Disregarded Entity with respect to the Company or any REIT Subsidiary is a direct or indirect member, (iv) such Member’s ownership of LLC Interests does and will not cause any Individual to Beneficially Own more than 9.8% of the value of the outstanding capital stock or other equity interests in any REIT Subsidiary, (v) such Member’s Beneficial Ownership or Constructive Ownership of LLC Interests does not and will not result in any REIT Subsidiary failing to qualify as a REIT (including as a result of causing any REIT Subsidiary to constructively own, determined in accordance with Sections 856(d)(2)(B) and 856(d)(5) of the Code, an interest in a tenant that is described in Section 856(d)(2)(B) of the Code if the income derived by the REIT Subsidiary from such tenant would cause the REIT Subsidiary to fail to satisfy any of the gross income requirements of Section 856(c) of the Code), and (vi) this Agreement is binding upon, and enforceable against, such Member in accordance with its terms. Notwithstanding the foregoing, a Member that is not an individual shall not be subject to the ownership restrictions set forth in clauses (iii) or (iv) of the immediately preceding sentence to the extent such Member obtains the written Consent of the Managing Member prior to violating any such restrictions, which consent the Managing Member may give or withhold in its sole and absolute discretion. Each Member that is not an individual shall also represent and warrant to the Company that such Member is neither a “foreign person” within the meaning of Code Section 1445(f) nor a foreign partner within the meaning of Code Section 1446(e). (c) Each Member (including, without limitation, each Additional Member or Substituted Member as a condition to becoming an Additional Member or Substituted Member) represents, warrants and agrees that (i) it has acquired and continues to hold its interest in the Company for its own account for investment purposes only and not for the purpose of, or with a view toward, the resale or distribution of all or any part thereof in violation of applicable laws, and not with a view toward selling or otherwise distributing such interest or any part thereof at any particular time or under any predetermined circumstances in violation of applicable laws and (ii) it is a sophisticated investor, able and accustomed to handling sophisticated financial matters for

 
24 itself, particularly real estate investments, and that it has a sufficiently high net worth that it does not anticipate a need for the funds that it has invested in the Company in what it understands to be a highly speculative and illiquid investment. (d) The representations and warranties contained in Sections 3.4(a), 3.4(b) and 3.4(c) hereof shall survive the execution and delivery of this Agreement by each Member (and, in the case of an Additional Member or a Substituted Member, the admission of such Additional Member or Substituted Member as a Member in the Company) and the dissolution, liquidation and termination of the Company. (e) Each Member (including, without limitation, each Additional Member or Substituted Member as a condition to becoming an Additional Member or Substituted Member) hereby acknowledges that no representations as to potential profit, cash flows, funds from operations or yield, if any, in respect of the Company or the Managing Member have been made by any Member or any employee or representative or Affiliate of any Member, and that projections and any other information, including, without limitation, financial and descriptive information and documentation, that may have been in any manner submitted to such Member shall not constitute any representation or warranty of any kind or nature, express or implied. (f) Notwithstanding the foregoing, the Managing Member may, in its sole and absolute discretion, permit the modification of any of the representations and warranties contained in Sections 3.4(a), 3.4(b) and 3.4(c) above as applicable to any Member (including, without limitation any Additional Member or Substituted Member or any transferee of either), provided that such representations and warranties, as modified, shall be set forth in either (i) a Unit Designation applicable to the Company Units held by such Member or (ii) a separate writing addressed to the Company and the Managing Member. ARTICLE 4 CAPITAL CONTRIBUTIONS Section 4.1 Capital Contributions of the Members. The Members have heretofore made Capital Contributions to the Company. Except as provided by law or in Sections 4.2, 4.3, or 10.4 hereof, the Members shall have no obligation or, except with the prior Consent of the Managing Member, right to make any additional Capital Contributions or loans to the Company. The Managing Member shall cause to be maintained in the principal business office of the Company, or such other place as may be determined by the Managing Member, the books and records of the Company, which shall include, among other things, a register containing the name, address, and number, class and series of Company Units of each Member, and such other information as the Managing Member may deem necessary or desirable (the “Register”). The Register shall not be part of this Agreement. The Managing Member shall from time to time update the Register as necessary to accurately reflect the information therein, including as a result of any sales, exchanges or other Transfers, or any redemptions, issuances or similar events involving Company Units. Any reference in this Agreement to the Register shall be deemed a reference to the Register as in effect from time to time. Subject to the terms of this Agreement, the Managing Member may take any action authorized hereunder in respect of the Register without any need to obtain the consent or approval of any other Member. No action of any Member shall be required to amend or update the

 
25 Register. Except as required by law, no Member shall be entitled to receive a copy of the information set forth in the Register relating to any Member other than itself. Section 4.2 Issuances of LLC Interests. The Company may create and issue LLC Interests of any class, series or kind, as determined by the Managing Member. Subject to the rights of any Holder of any LLC Interest set forth in a Unit Designation: (a) Classes of LLC Interests. As of the Effective Date, the Company has the following authorized, issued and/or outstanding classes of Company Units: (i) Company Common Units. The Company Common Units are Company Units with the rights, preferences, privileges and obligations set forth in this Agreement. (ii) OPEUs. The OPEUs are Company Units with the rights, preferences, privileges and obligations set forth in this Agreement. (iii) LTIP Tracking Units. The LTIP Tracking Units are Company Units with the rights, preferences, privileges and obligations set forth in this Agreement. (iv) Other Classes. The Company has each additional class of Company Units identified in a Unit Designation that exists as of the Effective Date, with the rights, preferences, privileges and obligations set forth in this Agreement as modified by such Unit Designation. (b) General. The Managing Member is hereby authorized to cause the Company to issue additional LLC Interests, in the form of Company Units, for any Company purpose, at any time or from time to time, to the Members (including the Managing Member) or to other Persons, and to admit such Persons as Additional Members, for such consideration and on such terms and conditions as shall be established by the Managing Member in its sole and absolute discretion, all without the approval of any Member or any other Person. Without limiting the foregoing, the Managing Member is expressly authorized to cause the Company to issue Company Units (i) upon the conversion, redemption or exchange of any Debt, Company Units, or other securities issued by the Company, (ii) for less than fair market value, (iii) for no consideration, (iv) in connection with any merger of any other Person into the Company,(v) upon the contribution of property or assets to the Company, or (vi) to the Managing Member upon the Exchange of OPEUs for OP Common Units of the Managing Member. Any additional LLC Interests may be issued in one or more classes, or one or more series of any of such classes, with such designations, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption (including, without limitation, terms that may be senior or otherwise entitled to preference over existing Company Units) as shall be determined by the Managing Member, in its sole and absolute discretion without the approval of any Member or any other Person, and set forth in a written document thereafter attached to and made an exhibit to this Agreement, which exhibit shall be an amendment to this Agreement and shall be incorporated herein by this reference (each, a “Unit Designation”), without the approval of any Member or any other Person. Without limiting the generality of the foregoing, the Managing Member shall have authority to specify: (A) the allocations of items of Company income, gain, loss, deduction and credit to each such class or series of LLC Interests; (B) the right of each such

 
26 class or series of LLC Interests to share (on a pari passu, junior or preferred basis) in Company distributions; (C) the rights of each such class or series of LLC Interests upon dissolution and liquidation of the Company; (D) the voting rights, if any, of each such class or series of LLC Interests; and (E) the conversion, redemption or exchange rights applicable to each such class or series of LLC Interests. Except as expressly set forth in any Unit Designation or as may otherwise be required under the Act, an LLC Interest of any class or series other than a Company Common Unit or OPEU shall not entitle the holder thereof to vote on, or consent to, any matter. Upon the issuance of any additional LLC Interest, the Managing Member shall update the Register and the books and records of the Company as appropriate to reflect such issuance. All parties hereto are deemed to approve the terms of each Unit Designation entered into in accordance with this Agreement. (c) Issuances to the Managing Member. No additional Company Units shall be issued to the Managing Member unless (i) the additional Company Units are issued to all Members holding Company Common Units and OPEUs in proportion to their respective Percentage Interests in Company Common Units and OPEUs, collectively, (ii) (A) the additional Company Units are (I) Company Common Units issued in connection with an issuance of OP Units and/or REIT Shares, (II) OPEUs (other than Company Common Units) issued in connection with an issuance of OP Units, New Securities or other interests in the Managing Member (including any OP Units issued upon conversion of any LTIP Units in the Managing Member), or (III) LTIP Tracking Units issued in connection with an issuance of LTIP Units in the Managing Member, and (B) the Managing Member contributes to the Company the cash proceeds or other consideration received in connection with the issuance of such OP Units, preferred equity of the Managing Member, New Securities or other interests in the Managing Member, (iii) the additional Company Units are issued upon the conversion, redemption or exchange of Debt, Company Units or other securities issued by the Company, (iv) the additional Company Units are issued pursuant to Sections 4.3(b), 4.3(e) or 4.4, (v) the additional Company Units are issued pursuant to the exercise of rights set forth in the Put Option Agreement, or (vi) the additional Company Units are issued pursuant to an exchange described in Section 15.1. (d) No Preemptive Rights. Except as expressly provided in this Agreement, in any Unit Designation or in the Put Option Agreement, no Person, including, without limitation, any Member or Assignee, shall have any preemptive, preferential, participation or similar right or rights to subscribe for or acquire any LLC Interest. (e) Reclassification of Company Units. Except as otherwise set forth in a Unit Designation, with the Consent of the Managing Member and the Member holding the applicable Company Unit of any class, such Company Unit may be reclassified as a Company Unit of any other class, provided that such reclassification does not have a material adverse impact on the other Company Units; provided, further that the reclassification rights provided by this Section 4.2(e) shall not apply to LTIP Tracking Units which shall be governed by Article 16. The reclassification of any Company Unit does not constitute a redemption or issuance of any Company Unit for purposes of this Agreement (but this sentence shall not be deemed to describe or impact the tax treatment of any such reclassification for U.S. federal income tax purposes or otherwise). The foregoing shall not be deemed to describe or impact the tax treatment of any such reclassification for U.S. federal income or other tax purposes.

 
27 Section 4.3 Additional Funds and Capital Contributions. (a) General. The Managing Member may, at any time and from time to time, determine that the Company requires additional funds (“Additional Funds”) for the acquisition or development of additional Properties, for the redemption of Company Units or for such other purposes as the Managing Member may determine, in its sole and absolute discretion. Additional Funds may be obtained by the Company, at the election of the Managing Member, in any manner provided in, and in accordance with, the terms of this Section 4.3 without the approval of any Member or any other Person. (b) Additional Capital Contributions. The Managing Member, on behalf of the Company, may obtain any Additional Funds by accepting Capital Contributions from any Members or other Persons. In connection with any such Capital Contribution (of cash or property), the Managing Member is hereby authorized to cause the Company from time to time to issue additional Company Units (as set forth in Section 4.2 above) in consideration therefor and the Percentage Interests of the Managing Member and the Members shall be adjusted to reflect the issuance of such additional Company Units. (c) Loans by Third Parties. The Managing Member, on behalf of the Company, may obtain any Additional Funds by causing the Company to incur Debt to any Person (other than the Managing Member (but, for this purpose, disregarding any Debt that may be deemed incurred to the Managing Member by virtue of clause (iii) of the definition of Debt)) upon such terms as the Managing Member determines appropriate, including making such Debt convertible, redeemable or exchangeable for Company Units, OP Units or REIT Shares; provided, however, that the Company shall not incur any such Debt if any Member would be personally liable for the repayment of such Debt (unless such Member otherwise agrees). (d) Managing Member Loans. The Managing Member, on behalf of the Company, may obtain any Additional Funds by causing the Company to incur Debt to the Managing Member if (i) such Debt is, to the extent permitted by law, on substantially the same terms and conditions (including interest rate, repayment schedule, and conversion, redemption, repurchase and exchange rights) as Funding Debt incurred by the Managing Member, the net proceeds of which are loaned to the Company to provide such Additional Funds, or (ii) such Debt is on terms and conditions no less favorable to the Company than would be available to the Company from any third party; provided, however, that the Company shall not incur any such Debt if any Member would be personally liable for the repayment of such Debt (unless such Member otherwise agrees). (e) Issuance of Securities by the Managing Member. The Managing Member shall not issue any additional OP Units or New Securities unless the Managing Member contributes the cash proceeds or other consideration received from the issuance of such additional OP Units or New Securities (as the case may be) and from the exercise of the rights contained in any such additional New Securities to the Company in exchange for Company Common Units; provided, however, that notwithstanding the foregoing, the Managing Member may issue (i) OP Units or New Securities (other than LTIP Units) (A) pursuant to Section 4.4 hereof, (B) pursuant to a dividend or distribution (including any stock split) of OP Units or New Securities to holders of OP Units or New Securities (as the case may be), (C) upon a conversion, redemption, exchange or exercise of New Securities, (D) in connection with an acquisition of Company Units or a property or other

 
28 asset to be owned, directly or indirectly, by the Managing Member, (E) pursuant to the exercise of rights set forth in the Put Option Agreement or (F) pursuant to an exchange described in Section 15.1, or (ii) LTIP Units pursuant to the terms of the OP Agreement and the Plan (or other applicable Equity Plan governing such LTIP Units); provided, that, if the Managing Member issues an LTIP Unit, the Managing Member will cause the Company to issue a number of LTIP Tracking Units equal to the quotient of one divided by the Adjustment Factor then in effect, and such LTIP Tracking Units shall correspond to such LTIP Unit (such LTIP Unit issued by the Managing Member, a “Corresponding LTIP Unit”). In the event of any issuance of additional OP Units or New Securities by the Managing Member, and the contribution to the Company, by the Managing Member, of the cash proceeds or other consideration received from such issuance (or property acquired with such proceeds), if any, if the cash proceeds actually received by the Managing Member are less than the gross proceeds of such issuance as a result of any underwriter’s discount or other expenses paid or incurred in connection with such issuance, then the Managing Member shall be deemed to have made a Capital Contribution to the Company in the amount equal to the sum of the cash proceeds of such issuance plus the amount of such underwriter’s discount and other expenses paid by the Managing Member (which discount and expense shall be treated as an expense for the benefit of the Company for purposes of Section 7.4). In the event that the Managing Member issues any additional OP Units or New Securities and contributes the cash proceeds or other consideration received from the issuance thereof to the Company, the Company is expressly authorized to issue a number of Company Common Units to the Managing Member equal to the number of OP Units or New Securities so issued, divided by the Adjustment Factor then in effect, in accordance with this Section 4.3(e) without any further act, approval or vote of any Member or any other Persons. Section 4.4 Equity Incentive Plans. Nothing in this Agreement shall be construed or applied to preclude or restrain the Managing Member or the Company from adopting, modifying or terminating equity incentive plans for the benefit of employees, directors, consultants or other service providers of the Managing Member, the Company or any of their Affiliates or from issuing Company Common Units or New Securities pursuant to any such plans. The Managing Member may implement such plans and any actions taken under such plans (such as the grant or exercise of options to acquire OP Unit, or the issuance of restricted OP Unit), whether taken with respect to or by an employee or other service provider of the Managing Member, the Company or its Subsidiaries, in a manner determined by the Managing Member, which may be set forth in plan implementation guidelines that the Managing Member may establish or amend from time to time. The Members acknowledge and agree that, in the event that any such plan is adopted, modified or terminated by the Managing Member, amendments to this Agreement may become necessary or advisable and that any approval or Consent to any such amendments requested by the Managing Member shall be deemed granted by the Members. The Company is expressly authorized to issue Company Units (a) in accordance with the terms of any such equity incentive plans, or (b) in an amount equal to the number of Company Common Units or New Securities issued pursuant to any such equity incentive plans, without any further act, approval or vote of any Member or any other Persons. Section 4.5 No Interest; No Return. No Partner shall be entitled to interest on its Capital Contribution or on such Member’s Capital Account. Except as provided herein or by law, no Member shall have any right to demand or receive the return of its Capital Contribution from the Company.

 
29 Section 4.6 Redemption or Repurchase of OP Units. If, at any time, any OP Units are redeemed or otherwise repurchased (whether by exercise of a put or call, automatically or by means of another arrangement) by the Managing Member or Lineage REIT, the Company shall, immediately prior to such redemption or repurchase of OP Units, redeem an equal number of Company Common Units held by the Managing Member upon the same terms and for the same price per Company Common Unit as such OP Units are redeemed or repurchased. Section 4.7 Other Contribution Provisions. In the event that any Member is admitted to the Company and is given a Capital Account in exchange for services rendered to the Company, such transaction shall be treated by the Company and the affected Member as if the Company had compensated such partner in cash and such Member had contributed the cash that the Member would have received to the capital of the Company. In addition, with the Consent of the Managing Member, one or more Members may enter into contribution agreements with the Company which have the effect of providing a guarantee of certain obligations of the Company (and/or a wholly- owned Subsidiary of the Company). ARTICLE 5 DISTRIBUTIONS Section 5.1 Requirement and Characterization of Distributions. Subject to the rights of any Holder of any LLC Interest set forth in a Unit Designation, the Managing Member may cause the Company to distribute such amounts, at such times, as the Managing Member may, in its sole and absolute discretion, determine, to the Holders as of any Company Record Date: (a) first, with respect to any Company Units that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Company Units (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class or as otherwise prescribed for that class on such Company Record Date); and (b) second, with respect to any Company Units that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Company Units, including pursuant to any applicable Unit Designation, as applicable (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Company Record Date, or, with respect to a particular class, within that class as otherwise set forth in the applicable Unit Designation); it being agreed that the Company Common Units and the OPEUs will be treated as a single class for purposes of all distributions made pursuant to this Agreement, with distributions being shared among all such Company Units pro rata in proportion to their respective Percentage Interests as if the Company Common Units and OPEUs were a single class with all Company Common Units and all OPEUs being equal to one another. Distributions payable with respect to any Company Units, other than any Company Units issued to the Managing Member in connection with the issuance of OP Units by the Managing Member, that were not outstanding during the entire quarterly period in respect of which any distribution is made shall be prorated based on the portion of the period that such Company Units were outstanding. The Managing Member shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with Lineage REIT’s qualification as a REIT, to cause the Company to distribute sufficient amounts in the order and priority set forth in this Section 5.1 as will enable the Managing Member to distribute sufficient amounts to Lineage REIT to enable Lineage REIT for so long as Lineage REIT has determined to qualify as a REIT, to pay stockholder dividends that will (i) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the

 
30 “REIT Requirements”) and (ii) except to the extent otherwise determined by the Managing Member, eliminate any U.S. federal income or excise tax liability of Lineage REIT. Notwithstanding anything in the foregoing to the contrary, the Company shall distribute such amounts to the Managing Member in respect of any LTIP Tracking Units held by the Managing Member as the Managing Member, in its sole discretion, shall determine are necessary or appropriate to give economic effect to the provisions of Article 16 hereof and cause the LTIP Tracking Units to have economic parity with the Corresponding LTIP Units, and in making distributions pursuant to this Section 5.1, the Managing Member shall take into account the provisions of Article 16 hereof. Section 5.2 Distributions in Kind. Except as expressly provided herein or in a Unit Designation, no right is given to any Holder to demand and receive property other than cash as provided in this Agreement. Except as expressly provided herein or in a Unit Designation, the Managing Member may determine, in its sole and absolute discretion, to make a distribution in kind of Company assets to the Holders, and such assets shall be distributed in such a fashion as to ensure that the fair market value is distributed and allocated in accordance with Articles 5, 6 and 13 hereof; provided, however, that the Managing Member shall not make a distribution in kind to any Holder unless (a) the Holder has been given ninety (90) days prior written notice of such distribution, (b) the Holder has waived such minimum notice, or (c) such distribution in kind is made in accordance with the terms of a Unit Designation applicable to the Company Units receiving such distribution. Section 5.3 Amounts Withheld. All amounts withheld pursuant to the Code or any provisions of any state, local or non-United States tax law and Section 10.4 hereof with respect to any allocation, payment or distribution to any Holder shall be treated as amounts paid or distributed to such Holder pursuant to Section 5.1 hereof for all purposes under this Agreement. Section 5.4 Distributions upon Liquidation. Notwithstanding the other provisions of this Article 5 or any applicable Unit Designation, net proceeds from a Terminating Capital Transaction, and any other amounts distributed after the occurrence of a Liquidating Event, shall be distributed to the Holders in accordance with Section 13.2 hereof. Section 5.5 Distributions to Reflect Additional Company Units. In the event that the Company issues additional Company Units pursuant to the provisions of Article 4 hereof, subject to the rights of any Holder of any LLC Interest set forth in a Unit Designation, the Managing Member is hereby authorized to make such revisions to this Article 5 and to Articles 6, 11 and 12 hereof as it determines are necessary or desirable to reflect the issuance of such additional Company Units, including, without limitation, making preferential distributions to Holders of certain classes of Company Units. Section 5.6 Restricted Distributions. Notwithstanding any provision to the contrary contained in this Agreement, neither the Company nor the Managing Member, on behalf of the Company, shall make a distribution to any Holder if such distribution would violate the Act or other applicable law.

 
31 ARTICLE 6 ALLOCATIONS Section 6.1 Timing and Amount of Allocations of Net Income and Net Loss. Net Income and Net Loss of the Company shall be determined and allocated with respect to each Company Year as of the end of each such year, provided that the Managing Member may in its discretion allocate Net Income and Net Loss for a shorter period as of the end of such period (and, for purposes of this Article 6, references to the term “Company Year” may include such shorter periods). Except as otherwise provided in this Article 6, and subject to Section 11.6(c) hereof, an allocation to a Holder of a share of Net Income or Net Loss shall be treated as an allocation of the same share of each item of income, gain, loss or deduction that is taken into account in computing Net Income or Net Loss. Section 6.2 General Allocations. (a) General. Subject to the other provisions of this Article 6, for purposes of adjusting the Capital Accounts of the Members, the Net Income, Net Losses and, to the extent necessary, individual items of income, gain, loss, credit and deduction, for any Company Year shall be allocated among the Members in a manner such that the Adjusted Capital Account of each Member, immediately after making such allocation is, as nearly as possible, equal (proportionately) to the distributions that would be made to such Member pursuant to Section 13.2(a)(iv) if the Company were dissolved, its affairs wound up and its assets sold for cash equal to their Gross Asset Value, all Company liabilities were satisfied (limited with respect to each Nonrecourse Liability to the Gross Asset Value of the asset securing such liability), and the net assets of the Company were distributed in accordance with Section 13.2(a)(iv) to the Members immediately after making such allocation; provided, however, that the Managing Member may adjust the allocations that are determined (without regard to this proviso) pursuant to this Section 6.2 if the Managing Member determines reasonably and in good faith that such adjustment is required to comply with the requirements of Section 704(b) of the Code and the Treasury Regulations promulgated thereunder, or to give economic effect to Articles 5, 7, 13 and the other relevant provisions of this Agreement. (b) Allocations to Reflect Issuance of Additional LLC Interests. In the event that the Company issues additional LLC Interests to the Managing Member or any Additional Members pursuant to Section 4.2 or Section 4.3, the Managing Member shall make such revisions to this Section 6.2 or to Section 12.2(c) or Section 13.2(a) as it determines are necessary to reflect the terms of the issuance of such additional LLC Interests, including making preferential allocations to certain classes of LLC Interests, subject to the terms of any Unit Designation with respect to LLC Interests then outstanding. (c) Special Allocations with Respect to LTIP Tracking Units. Notwithstanding anything to the contrary herein, the Managing Member shall make such allocations of Net Income, Net Losses and, to the extent necessary, individual items of income, gain, loss, credit and deduction, for any Company Year as the Managing Member, in its sole discretion, shall determine necessary or appropriate to give economic effect to the provisions of Article 16 hereof. In furtherance of the foregoing, to the extent that allocations of Liquidating Gains (as defined in the OP Agreement) are made to Corresponding LTIP Units under Section 6.2(c) of the OP Agreement,

 
32 similar items of Net Income shall be allocated to the LTIP Tracking Units hereunder to maintain the economic parity between such units and the Corresponding LTIP Units. Section 6.3 Additional Allocation Provisions. Notwithstanding the foregoing provisions of this Article 6: (a) Offsetting Allocations. Notwithstanding the provisions of Section 6.1 and Section 6.2(a), but subject to Section 6.3 and Section 6.4, in the event Net Income or items thereof are being allocated to a Member to offset prior Net Loss or items thereof which have been allocated to such Member, the Managing Member shall attempt to allocate such offsetting Net Income or items thereof which are of the same or similar character (including without limitation Section 704(b) book items versus tax items) to the original allocations with respect to such Member. (b) CODI Allocations. Notwithstanding anything to the contrary contained herein, if any indebtedness of the Company encumbering the Properties contributed to the Company in connection with the Managing Member’s initial offering is settled or paid off at a discount, any resulting COD Income of the Company shall be specially allocated proportionately (as determined by the Managing Member) to those Holders that were partners in entities that contributed, or were deemed to contribute, the applicable Property to the Company in connection with such initial offering to the extent the number of Company Units received by such Holders in exchange for their interests in such entities was determined, in part, by taking into account the anticipated discounted settlement or pay-off of such indebtedness. For purposes of the foregoing, “COD Income” shall mean income recognized by the Company pursuant to Code Section 61(a)(12). Section 6.4 Regulatory Allocation Provisions. Notwithstanding the foregoing provisions of this Article 6, but subject to Section 6.1(c): (a) Regulatory Allocations. (i) Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6, if there is a net decrease in Company Minimum Gain during any Company Year, each Holder shall be specially allocated items of Company income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s share of the net decrease in Company Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.4(a)(i) is intended to qualify as a “minimum gain chargeback” within the meaning of Regulations Section 1.704- 2(f) and shall be interpreted consistently therewith. (ii) Member Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(i)(4) or in Section 6.4(a)(i) hereof, if there is a net decrease in Member Minimum Gain attributable to a Member Nonrecourse Debt during any Company Year, each Holder who has a share of the Member Minimum Gain attributable to such

 
33 Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704- 2(i)(5), shall be specially allocated items of Company income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s share of the net decrease in Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.4(a)(ii) is intended to qualify as a “chargeback of partner nonrecourse debt minimum gain” within the meaning of Regulations Section 1.704-2(i) and shall be interpreted consistently therewith. (iii) Nonrecourse Deductions and Member Nonrecourse Deductions. Any Nonrecourse Deductions for any Company Year shall be specially allocated (x) first, among the Holders of Company Common Units and OPEUs in accordance with their respective Percentage Interests with respect to Company Common Units and OPEUs and (y) thereafter, among the Holders of other classes of Company Units as determined by the Managing Member. Any Member Nonrecourse Deductions for any Company Year shall be specially allocated to the Holder(s) who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable, in accordance with Regulations Section 1.704-2(i). (iv) Qualified Income Offset. If any Holder unexpectedly receives an adjustment, allocation or distribution described in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated, in accordance with Regulations Section 1.704-1(b)(2)(ii)(d), to such Holder in an amount and manner sufficient to eliminate, to the extent required by such Regulations, the Adjusted Capital Account Deficit of such Holder as quickly as possible, provided that an allocation pursuant to this Section 6.4(a)(iv) shall be made if and only to the extent that such Holder would have an Adjusted Capital Account Deficit after all other allocations provided in this Article 6 have been tentatively made as if this Section 6.4(a)(iv) were not in the Agreement. It is intended that this Section 6.4(a)(iv) qualify and be construed as a “qualified income offset” within the meaning of Regulations Section 1.704- 1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (v) Gross Income Allocation. In the event that any Holder has a deficit Capital Account at the end of any Company Year that is in excess of the sum of (1) the amount (if any) that such Holder is obligated to restore to the Company upon complete liquidation of such Holder’s LLC Interest (including, the Holder’s interest in outstanding Company Preferred Units and other Company Units) and (2) the amount that such Holder is deemed to be obligated to restore pursuant to Regulations Section 1.704-1(b)(2)(ii)(c) or the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Holder shall be specially allocated items of Company income and gain in the amount of such excess to eliminate such deficit as quickly as possible, provided that an allocation pursuant to this Section 6.4(a)(v) shall be made if and only to the extent that such Holder would have a deficit Capital Account in excess of such sum after all other allocations

 
34 provided in this Article 6 have been tentatively made as if this Section 6.4(a)(v) and Section 6.4(a)(iv) hereof were not in the Agreement. (vi) Limitation on Allocation of Net Loss. To the extent that any allocation of Net Loss would cause or increase an Adjusted Capital Account Deficit as to any Holder, such allocation of Net Loss shall be reallocated (x) first, among the other Holders of Company Common Units and OPEUs in accordance with their respective Percentage Interests with respect to Company Common Units and OPEUs and (y) thereafter, among the Holders of other classes of Company Units as determined by the Managing Member, subject to the limitations of this Section 6.4(a)(vi). (vii) Section 754 Adjustment. To the extent that an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Holder in complete liquidation of its interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated (x) first, among the Holders of Company Common Units and OPEUs in accordance with their respective Percentage Interests with respect to Company Common Units and OPEUs and (y) thereafter, among the Holders of other classes of Company Units as determined by the Managing Member, in each case in the event that Regulations Section 1.704- 1(b)(2)(iv)(m)(2) applies, or to the Holder(s) to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies. (viii) Curative Allocations. The allocations set forth in Sections 6.4(a)(i), (ii), (iii), (iv), (v), (vi) and (vii) hereof (the “Regulatory Allocations”) are intended to comply with certain regulatory requirements, including the requirements of Regulations Sections 1.704-1(b) and 1.704-2. Notwithstanding the provisions of Section 6.1 and Section 6.2 hereof, the Regulatory Allocations shall be taken into account in allocating other items of income, gain, loss and deduction among the Holders so that to the extent possible without violating the requirements giving rise to the Regulatory Allocations, the net amount of such allocations of other items and the Regulatory Allocations to each Holder shall be equal to the net amount that would have been allocated to each such Holder if the Regulatory Allocations had not occurred. (b) Allocation of Excess Nonrecourse Liabilities. Excess nonrecourse liabilities within the meaning of Section 1.752-3(a)(3) of the Regulations may be allocated to a Holder up to the amount of built-in gain that is allocable to the Holder on Code Section 704(c) property or property for which reverse Code Section 704(c) allocations are applicable (where such property is subject to the nonrecourse liability to the extent that such built-in gain exceeds the gain described in Section 1.752-3(a)(2) of the Regulations with respect to such property). To the extent that the entire amount of the excess nonrecourse liability is not allocated under the prior sentence, the remaining amount of the excess nonrecourse liability shall be allocated under one of the other methods contained in Section 1.752- 3(a)(3) of the Regulations. Additionally, excess nonrecourse liabilities shall not be required to be allocated under the same method each year.

 
35 Section 6.5 Tax Allocations. (a) In General. Except as otherwise provided in this Section 6.5, for income tax purposes under the Code and the Regulations, each Company item of income, gain, loss and deduction (collectively, “Tax Items”) shall be allocated among the Holders in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Section 6.2 and Section 6.3 hereof. (b) Section 704(c) Allocations. Notwithstanding Section 6.5(a) hereof, Tax Items with respect to Property that is contributed to the Company with an initial Gross Asset Value that varies from its basis in the hands of the contributing Member immediately preceding the date of contribution shall be allocated among the Holders for income tax purposes pursuant to Regulations promulgated under Code Section 704(c) so as to take into account such variation. The Company shall account for such variation under any method approved under Code Section 704(c) and the applicable Regulations as chosen by the Managing Member. In the event that the Gross Asset Value of any Company asset is adjusted pursuant to subsection (b) of the definition of “Gross Asset Value” (provided in Article 1 hereof), subsequent allocations of Tax Items with respect to such asset shall take account of the variation, if any, between the adjusted basis of such asset and its Gross Asset Value in the same manner as under Code Section 704(c) and the applicable Regulations and using the method chosen by the Managing Member; provided, however, that with respect to any “reverse” Code Section 704(c) allocations described in Section 1.704-3(a)(6)(i) of the Regulations, the Managing Member shall use the traditional method under Section 1.704-3(b) of the Regulations or the traditional method with curative allocations under Section 1.704-3(c) of the Regulations. Allocations pursuant to this Section 6.5(b) are solely for purposes of Federal, state and local income taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Net Income, Net Loss, or any other items or distributions pursuant to any provision of this Agreement. ARTICLE 7 MANAGEMENT AND OPERATIONS OF BUSINESS Section 7.1 Management. (a) Except as otherwise expressly provided in this Agreement, including any Unit Designation, all management powers over the business and affairs of the Company are and shall be exclusively vested in the Managing Member, and no Member shall have any right to participate in or exercise control or management power over the business and affairs of the Company. No Managing Member may be removed by the Members, with or without cause, except with the Consent of the Managing Member. Without limiting the other provisions of this Agreement, the Managing Member shall constitute a “manager” under the Act and shall have all of the rights and powers of a “manager” under the Act except as otherwise expressly provided in this Agreement. In addition to the powers now or hereafter granted a managing member of a limited liability company under applicable law or that are granted to the Managing Member under any other provision of this Agreement, the Managing Member, subject to the other provisions hereof including, without limitation, Section 3.2 and Section 7.3, and the rights of any Holder of any LLC Interest set forth in a Unit Designation, shall have full and exclusive power and authority, without the consent or approval of any Member, to do or authorize all things deemed necessary or desirable

 
36 by it to conduct the business and affairs of the Company, to exercise or direct the exercise of all of the powers of the Company and a managing member under the Act and this Agreement and to effectuate the purposes of the Company including, without limitation: (i) the making of any expenditures, the lending or borrowing of money or selling of assets (including, without limitation, making prepayments on loans and borrowing money to permit the Company to make distributions to the Holders in such amounts as will permit the Managing Member to make distributions to Lineage REIT as will permit Lineage REIT to prevent the imposition of any federal income tax on Lineage REIT (including, for this purpose, any excise tax pursuant to Code Section 4981), to make distributions to its stockholders and payments to any taxing authority sufficient to permit Lineage REIT to maintain REIT status or otherwise to satisfy the REIT Requirements), the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness (including the securing of same by deed to secure debt, mortgage, deed of trust or other lien or encumbrance on the Company’s assets) and the incurring of any obligations to conduct the activities of the Company; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company; (iii) the taking of any and all acts to ensure that the Company will not be classified as a “publicly traded partnership” under Code Section 7704; (iv) subject to Section 11.2 hereof, the acquisition, sale, transfer, exchange or other disposition of any, all or substantially all of the assets (including the goodwill) of the Company (including, but not limited to, the exercise or grant of any conversion, option, privilege or subscription right or any other right available in connection with any assets at any time held by the Company) or the merger, consolidation, reorganization or other combination of the Company with or into another entity; (v) the mortgage, pledge, encumbrance or hypothecation of any assets of the Company, the assignment of any assets of the Company in trust for creditors or on the promise of the assignee to pay the debts of the Company, the use of the assets of the Company (including, without limitation, cash on hand) for any purpose consistent with the terms of this Agreement and on any terms that the Managing Member sees fit, including, without limitation, the financing of the operations and activities of the Managing Member, the Company or any of the Company’s Subsidiaries, the lending of funds to other Persons (including, without limitation, the Managing Member and/or the Company’s Subsidiaries) and the repayment of obligations of the Company, its Subsidiaries and any other Person in which the Company has an equity investment, and the making of capital contributions to and equity investments in the Company’s Subsidiaries; (vi) the management, operation, leasing, landscaping, repair, alteration, demolition, replacement or improvement of any Property;

 
37 (vii) the negotiation, execution and performance of any contracts, including leases (including ground leases), easements, management agreements, rights of way and other property-related agreements, conveyances or other instruments to conduct the Company’s operations or implement the Managing Member’s powers under this Agreement, including contracting with contractors, developers, consultants, governmental authorities, accountants, legal counsel, other professional advisors and other agents and the payment of their expenses and compensation, as applicable, out of the Company’s assets; (viii) the distribution of Company cash or other Company assets in accordance with this Agreement, the holding, management, investment and reinvestment of cash and other assets of the Company, and the collection and receipt of revenues, rents and income of the Company; (ix) the selection and dismissal of employees of the Company (if any) (including, without limitation, employees having titles or offices such as “president,” “vice president,” “secretary” and “treasurer”), and agents, outside attorneys, accountants, consultants and contractors of the Company and the determination of their compensation and other terms of employment or hiring; (x) the maintenance of insurance (including, without limitation, directors and officers insurance) for the benefit of the Company and the Members (including, without limitation, the Managing Member); (xi) the formation of, or acquisition of an interest in, and the contribution of property to, any further limited or general partnerships, limited liability companies, joint ventures or other relationships that it deems desirable (including, without limitation, the acquisition of interests in, and the contributions of property to, any Subsidiary and any other Person in which the Managing Member has an equity investment from time to time); (xii) the control of any matters affecting the rights and obligations of the Company, including the settlement, compromise, submission to arbitration or any other form of dispute resolution, or abandonment, of any claim, cause of action, liability, debt or damages, due or owing to or from the Company, the commencement or defense of suits, legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolution, and the representation of the Company in all suits or legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolution, the incurring of legal expense, and the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xiii) the undertaking of any action in connection with the Company’s direct or indirect investment in any Subsidiary or any other Person (including, without limitation, the contribution or loan of funds by the Company to such Persons); (xiv) the determination of the fair market value of any Company property distributed in kind using such reasonable method of valuation as the Managing Member may adopt; provided, however, that such methods are otherwise consistent with the requirements of this Agreement;

 
38 (xv) the enforcement of any rights against any Member pursuant to representations, warranties, covenants and indemnities relating to such Member’s contribution of property or assets to the Company; (xvi) the exercise, directly or indirectly, through any attorney-in-fact acting under a general or limited power of attorney, of any right, including the right to vote, appurtenant to any asset or investment held by the Company; (xvii) the exercise of any of the powers of the Managing Member enumerated in this Agreement on behalf of or in connection with any Subsidiary of the Company or any other Person in which the Company has a direct or indirect interest, or jointly with any such Subsidiary or other Person; (xviii) the exercise of any of the powers of the Managing Member enumerated in this Agreement on behalf of any Person in which the Company does not have an interest, pursuant to contractual or other arrangements with such Person; (xix) the making, execution and delivery of any and all deeds, leases, notes, deeds to secure debt, mortgages, deeds of trust, security agreements, conveyances, contracts, guarantees, warranties, indemnities, waivers, releases, confessions of judgment or any other legal instruments or agreements in writing; (xx) the issuance of additional Company Units in connection with Capital Contributions by Additional Members and additional Capital Contributions by Members pursuant to Article 4 hereof; (xxi) an election to dissolve the Company pursuant to Section 13.1(b) hereof; (xxii) the maintenance of the Register from time to time to reflect accurately at all times the Capital Contributions and Percentage Interests of the Members as the same are adjusted from time to time to reflect redemptions, Capital Contributions, the issuance of Company Units, the admission of any Additional Member or any Substituted Member or otherwise, which shall not be deemed an amendment to this Agreement, as long as the matter or event being reflected in the Register otherwise is authorized by this Agreement; and (xxiii) the registration of any class of securities of the Company under the Securities Act or the Exchange Act, and the listing of any debt securities of the Company on any exchange. (b) Each of the Members agrees that, except as provided in Section 7.3 hereof and subject to the rights of any Holder of any LLC Interest set forth in a Unit Designation, the Managing Member is authorized to execute and deliver any affidavit, agreement, certificate, consent, instrument, notice, power of attorney, waiver or other writing or document in the name and on behalf of the Company and to otherwise exercise any power of the Managing Member under this Agreement and the Act on behalf of the Company without any further act, approval or vote of the Members or any other Persons, notwithstanding any other provision of the Act or any applicable law, rule or regulation and, in the absence of any specific corporate action on the part

 
39 of the Managing Member to the contrary, the taking of any action or the execution of any such document or writing by an officer of the Managing Member, in the name and on behalf of the Managing Member, in its capacity as the managing member of the Company, shall conclusively evidence (i) the approval thereof by the Managing Member, in its capacity as the managing member of the Company, (ii) the Managing Member’s determination that such action, document or writing is necessary, advisable, appropriate, desirable or prudent to conduct the business and affairs of the Company, exercise the powers of the Company under this Agreement and the Act or effectuate the purposes of the Company, or any other determination by the Managing Member required by this Agreement in connection with the taking of such action or execution of such document or writing, and (iii) the authority of such officer with respect thereto. (c) At all times from and after the date hereof, the Managing Member may cause the Company to obtain and maintain (i) casualty, liability and other insurance on the Properties and (ii) liability insurance for the Indemnitees hereunder. (d) At all times from and after the date hereof, the Managing Member may cause the Company to establish and maintain working capital and other reserves in such amounts as the Managing Member, in its sole and absolute discretion, determines from time to time. (e) The determination as to any of the following matters, made by or at the direction of the Managing Member consistent with this Agreement and the Act, shall be final and conclusive and shall be binding upon the Company and every Member: the amount of assets at any time available for distribution or the redemption of Company Common Units; the amount and timing of any distribution; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been paid or discharged); the amount of any Member’s Capital Account, Adjusted Capital Account or Adjusted Capital Account Deficit; the amount of Net Income, Net Loss or Depreciation for any period; any special allocations of Net Income or Net Loss pursuant to Sections 6.2(b), 6.3, 6.4 or 6.5; the Gross Asset Value of any Company asset; the Value of any OP Unit; the timing and amount of any adjustment to the Adjustment Factor; any adjustment to the number of outstanding LTIP Tracking Units pursuant to Section 16.2; any interpretation of the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to dividends or distributions, qualifications or terms or conditions of redemption of any class or series of LLC Interest; the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by the Company or of any LLC Interest; the number of authorized or outstanding Company Units of any class or series; any matter relating to the acquisition, holding and disposition of any assets by the Company; or any other matter relating to the business and affairs of the Company or required or permitted by applicable law, this Agreement or otherwise to be determined by the Managing Member. Section 7.2 Certificate of Formation. The Managing Member may file amendments to and restatements of the Certificate and do all the things to maintain the Company as a limited liability company (or an entity in which the members will have limited liability) under the laws of the State of Delaware and each other state, the District of Columbia or any other jurisdiction, in which the Company may elect to do business or own property. Subject to the terms of Section 8.5(a) hereof, the Managing Member shall not be required, before or after filing, to deliver

 
40 or mail a copy of the Certificate or any amendment thereto to any Member. The Managing Member shall use all reasonable efforts to cause to be filed such other certificates or documents for the formation, continuation, qualification and operation of a limited liability company (or an entity in which the members will have limited liability to the extent provided by applicable law) in the State of Delaware and any other state, or the District of Columbia or other jurisdiction, in which the Company may elect to do business or own property. Section 7.3 Restrictions on Managing Member’s Authority. (a) The Managing Member may not take any action in contravention of an express prohibition or limitation of this Agreement without the Consent of the Members, and may not, without limitation: (i) take any action that would make it impossible to carry on the ordinary business of the Company, except as otherwise provided in this Agreement; or (ii) perform any act that would subject a Member to liability as a manager or to unlimited liability in any jurisdiction or any other liability except as provided herein or under the Act; or (iii) subject to the terms set forth in any Unit Designation, enter into any contract, mortgage, loan or other agreement that expressly prohibits or restricts (A) the Managing Member or the Company from performing its specific obligations under Section 15.1 hereof in full or (B) a Member from exercising its rights under Section 15.1 hereof to effect an Exchange in full, except, in either case, with the Consent of each Member affected by the prohibition or restriction. (b) Except as provided in Section 7.3(c) hereof, the Managing Member shall not, without the prior Consent of the Managing Member and Members, amend, modify or terminate this Agreement; provided that with respect to any Unit Designation, such Unit Designation may only be amended in the manner set forth therein and the terms of this Section 7.3(b) shall not apply. (c) Notwithstanding Section 7.3(b) and Section 14.2 hereof but subject to the rights of any Holder of any LLC Interest set forth in a Unit Designation and subject to the rights of any Holder of any LLC Interest as set forth in Section 8.6, the Managing Member shall have the power, without the Consent of the Managing Member and Members or the consent or approval of any Member or any other Person, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (i) to add to the obligations of the Managing Member or surrender any right or power granted to the Managing Member or any Affiliate of the Managing Member for the benefit of the Members; (ii) to reflect the admission, substitution, resignation or withdrawal of Members, the Transfer of any LLC Interest, the termination of the Company in accordance with this Agreement, or the adjustment of outstanding LTIP Tracking Units as contemplated by Section 16.2, and to update the Register in connection with such admission, substitution, resignation, withdrawal, Transfer or adjustment;

 
41 (iii) to reflect a change that is of an inconsequential nature or does not adversely affect the Members in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (iv) to set forth or amend the designations, preferences, conversion and other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption of the Holders of any additional LLC Interests issued pursuant to Article 4 (including any changes contemplated by Section 5.5 above); (v) to satisfy any requirements, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a Federal or state court or agency or contained in Federal or state law or the listing standards of any securities exchange upon which the Managing Member’s securities are then listed or admitted for trading; (vi) (A) to reflect such changes as are reasonably necessary or appropriate for Lineage REIT to maintain its status as a REIT or to satisfy the REIT Requirements, or (B) to reflect the Transfer of all or any part of an LLC Interest among the Managing Member and any Disregarded Entity with respect to the Managing Member; (vii) to modify either or both of the manner in which items of Net Income or Net Loss are allocated pursuant to Article 6 or the manner in which Capital Accounts are adjusted, computed, or maintained (but in each case only to the extent otherwise provided in this Agreement and as may be permitted under applicable law); (viii) to reflect the issuance of additional LLC Interests in accordance with Section 4.2; (ix) as contemplated by the last sentence of Section 4.4; (x) to reflect any other modification to this Agreement as is reasonably necessary for the business or operations of the Company or the Managing Member and which does not violate Section 7.3(d); and (xi) to effect or facilitate a Termination Transaction that, in accordance with Section 11.2(b)(i) and/or (ii), does not require the Consent of the Members and preserves the rights of Members in respect of the OPEUs pursuant to Section 15.1. (d) Notwithstanding Sections 7.3(b), 7.3(c) (other than as set forth below in this Section 7.3(d), or, with respect to a particular class or series of Company Units, except as otherwise set forth in the Unit Designation applicable to such class or series of Company Units) and 14.2 hereof, this Agreement shall not be amended, and no action may be taken by the Managing Member, without the Consent of each Member adversely affected thereby, if such amendment or action would (i) convert a Member Interest in the Company into a Managing Member Interest (except as a result of the Managing Member acquiring such LLC Interest), (ii) adversely modify in any material respect the limited liability of a Member, (iii) alter the rights of any Member to receive the distributions to which such Member is entitled pursuant to Article 5 or

 
42 Section 13.2(a)(iv) hereof, or alter the allocations specified in Article 6 hereof (except, in any case, as permitted pursuant to Sections 4.2, 5.5, 7.3(c) (including clause (xi) thereof) and Article 6 hereof), (iv) alter or modify the Exchange rights set forth in Section 15.1 hereof, (v) alter or modify Section 11.2 hereof (except as permitted pursuant to clause (xi) of Section 7.3(c) hereof), (vi) subject to Section 7.8(i) remove the powers and restrictions related to REIT Requirements or permitting Lineage REIT to avoid paying tax under Code Sections 857 or 4981 contained in Section 7.1 and Section 7.3, or (vii) amend this Section 7.3(d), or, in each case for all provisions referenced in this Section 7.3(d), amend or modify any related definitions or Exhibits (except as permitted pursuant to clause (viii) of Section 7.3(c) hereof). Further, no amendment may alter the restrictions on the Managing Member’s authority set forth elsewhere in this Section 7.3 without the Consent specified therein. Any such amendment or action consented to by any Member shall be effective as to that Member, notwithstanding the absence of such consent by any other Member. Section 7.4 Reimbursement of the Managing Member. (a) The Managing Member shall not be compensated for its services as Managing Member of the Company except as provided in this Agreement (including the provisions of Article 5 and Article 6 hereof and the provisions of any applicable Unit Designation, in each case regarding distributions, payments and allocations to which the Managing Member may be entitled in its capacity as the Managing Member). (b) Subject to Section 7.4(c) hereof, the Company shall be responsible for and shall pay all expenses relating to the Company’s, the Managing Member’s and Lineage REIT’s organization and the ownership of each of their assets and operations. The Managing Member is hereby authorized to pay compensation for accounting, administrative, legal, technical, management and other services rendered to the Company. The Company shall be liable for, and shall reimburse the Managing Member, on a monthly basis, or such other basis as the Managing Member may determine in its sole and absolute discretion, for all sums expended in connection with the Company’s business, including, without limitation, (i) expenses relating to the ownership of interests in and management and operation of, or for the benefit of, the Company, (ii) compensation of officers and employees, including, without limitation, payments under future compensation plans, of the Managing Member, Lineage REIT, or the Company that may provide for units, stock units, or phantom stock, pursuant to which employees of the Managing Member, Lineage REIT or the Company will receive payments based upon dividends on or the value of REIT Shares, (iii) director fees and expenses of the Managing Member, Lineage REIT or their respective Affiliates, (iv) any expenses (other than the purchase price) incurred by the Managing Member in connection with the redemption or other repurchase of OP Units or the redemption or other repurchase of Capital Shares by Lineage REIT, (v) all costs and expenses of the Managing Member in connection with the preparation of reports and other distributions to its unitholders or to stockholders of Lineage REIT and any regulatory or governmental authorities or agencies and, as applicable, all costs and expenses of the Managing Member as a reporting company (including, without limitation, costs of filings with the SEC) or incurred in connection with Lineage REIT as a reporting company (including, without limitation, costs of filings with the SEC), (vi) all costs and expenses of the Managing Member in connection with Lineage REIT’s operating as a REIT, (vii) all costs and expenses of the Managing Member in connection with the offering, sale, syndication, private placement or public offering of stock, bonds, securities or other interests and financing or refinancing of any type related to the Company or its assets or activities and (viii) all

 
43 costs and expenses, if any, of the Managing Member in connection with the entry into any reimbursement or indemnification agreement by the Managing Member or its Subsidiaries; provided, however, that the amount of any reimbursement to the Managing Member shall be reduced by any interest earned by the Managing Member with respect to bank accounts or other instruments or accounts held by it on behalf of the Company as permitted pursuant to Section 7.5 hereof. The Members acknowledge that all such expenses of the Managing Member are deemed to be for the benefit of the Company. Such reimbursements shall be in addition to any reimbursement of the Managing Member as a result of indemnification pursuant to Section 7.7 hereof. The Company and the Managing Member will also be authorized to cause any expenses that would otherwise be paid or borne by the Company to instead be paid or borne by one or more of the Company’s Subsidiaries. (c) To the extent practicable, Company expenses and expenses of the Managing Member and Lineage REIT shall be billed directly to and paid by the Company or one or more of its Subsidiaries, and if and to the extent any reimbursements to the Managing Member, Lineage REIT or any of their respective Affiliates by the Company or any of its Subsidiaries pursuant to this Section 7.4 constitute gross income to such Person (as opposed to the repayment of advances made by such Person on behalf of the Company), such amounts shall be treated as “guaranteed payments” within the meaning of Code Section 707(c) and shall not be treated as distributions for purposes of computing the Member’s Capital Accounts. Section 7.5 Outside Activities of the Managing Member. The Managing Member shall not directly or indirectly enter into or conduct any business, other than in connection with, (a) the ownership, acquisition and disposition of LLC Interests, (b) the management of the business and affairs of the Company, (c) the operation of the Managing Member as a reporting company with a class (or classes) of securities registered under the Exchange Act, (d) the offering, sale, syndication, private placement or public offering of stock, bonds, securities or other interests, (e) financing or refinancing of any type related to the Company or its assets or activities, and (f) such activities as are incidental thereto; provided, however, that, except as otherwise provided herein, any funds raised by the Managing Member pursuant to the preceding clauses (d) and (e) shall be made available to the Company, whether as Capital Contributions, loans or otherwise, as appropriate, and, provided, further, that the Managing Member may, in its sole and absolute discretion, from time to time hold or acquire assets in its own name or otherwise other than through the Company so long as the Managing Member takes commercially reasonable measures to ensure that the economic benefits and burdens of such Property are otherwise vested in the Company, through assignment, mortgage loan or otherwise or, if it is not commercially reasonable to vest such economic interests in the Company, the Members shall negotiate in good faith to amend this Agreement, including, without limitation, the definition of “Adjustment Factor,” to reflect such activities and the direct ownership of assets by the Managing Member. Nothing contained herein shall be deemed to prohibit the Managing Member from executing guarantees of Company debt. Any LLC Interests acquired by the Managing Member shall be automatically converted into a Managing Member Interest comprised of an identical number of Company Units with the same terms as the class or series so acquired. Any Affiliates of the Managing Member may acquire Member Interests and shall, except as expressly provided in this Agreement, be entitled to exercise all rights of a Member relating to such Member Interests.

 
44 Section 7.6 Transactions with Affiliates. (a) The Company may lend or contribute funds to, and borrow funds from, Persons in which the Company has an equity investment, and such Persons may borrow funds from, and lend or contribute funds to, the Company, on terms and conditions established in the sole and absolute discretion of the Managing Member. The foregoing authority shall not create any right or benefit in favor of any Person. (b) Except as provided in Section 7.5 hereof, the Company may transfer assets to joint ventures, limited liability companies, partnerships, corporations, business trusts or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law. (c) The Managing Member and its Affiliates may sell, transfer or convey any property to, or purchase any property from, the Company, directly or indirectly, on terms and conditions established by the Managing Member in its sole and absolute discretion. (d) The Managing Member, in its sole and absolute discretion and without the approval of the Members or any of them or any other Persons, may propose and adopt (on behalf of the Company or its Subsidiaries) employee benefit plans funded by the Company or its Subsidiaries for the benefit of employees of the Managing Member, the Company, Subsidiaries of the Company or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Managing Member, the Company or any of the Company’s Subsidiaries. (e) Notwithstanding anything to the contrary set forth in this Agreement, any transaction entered into by and among the Managing Member, the Company and their respective Subsidiaries, as applicable, in connection with the initial public offering of the REIT Shares and related formation transactions is hereby approved by all Members. Section 7.7 Indemnification. (a) To the fullest extent permitted by applicable law, the Company shall indemnify each Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including, without limitation, attorneys’ fees and other legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the Company (“Actions”) as set forth in this Agreement in which such Indemnitee may be involved, or is threatened to be involved, as a party or otherwise; provided, however, that the Company shall not indemnify an Indemnitee (i) if the act or omission of the Indemnitee was material to the matter giving rise to the Action and either was committed in bad faith or was the result of active and deliberate dishonesty; (ii) in the case of any criminal proceeding, if the Indemnitee had reasonable cause to believe that the act or omission was unlawful; or (iii) for any transaction for which such Indemnitee actually received an improper personal benefit in violation or breach of any provision of this Agreement; and provided, further, that no payments pursuant to this Agreement shall be made by the Company to indemnify or advance funds to any Indemnitee (A) with respect to any Action initiated or brought voluntarily by such Indemnitee (and not by way of defense) unless (I) approved or authorized by the Managing Member or (II) incurred to establish

 
45 or enforce such Indemnitee’s right to indemnification under this Agreement, and (B) in connection with one or more Actions or claims brought by the Company or involving such Indemnitee if such Indemnitee is found liable to the Company on any portion of any claim in any such Action. (b) Without limitation, the foregoing indemnity shall extend to any liability of any Indemnitee, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Subsidiary of the Company (including, without limitation, any indebtedness which the Company or any Subsidiary of the Company has assumed or taken subject to), and the Managing Member is hereby authorized and empowered, on behalf of the Company, to enter into one or more indemnity agreements consistent with the provisions of this Section 7.7 in favor of any Indemnitee having or potentially having liability for any such indebtedness. It is the intention of this Section 7.7(b) that the Company indemnify each Indemnitee to the fullest extent permitted by law and this Agreement. The termination of any proceeding by judgment, order or settlement does not create a presumption that the Indemnitee did not meet the requisite standard of conduct set forth in this Section 7.7(b). The termination of any proceeding by conviction of an Indemnitee or upon a plea of nolo contendere or its equivalent by an Indemnitee, or an entry of an order of probation against an Indemnitee prior to judgment, does not create a presumption that such Indemnitee acted in a manner contrary to that specified in this Section 7.7(b) with respect to the subject matter of such proceeding. Any indemnification pursuant to this Section 7.7 shall be made only out of the assets of the Company, and neither the Managing Member nor any other Holder shall have any obligation to contribute to the capital of the Company or otherwise provide funds to enable the Company to fund its obligations under this Section 7.7. (c) To the fullest extent permitted by law, expenses incurred by an Indemnitee who is a party to a proceeding or otherwise subject to or the focus of or is involved in any Action shall be paid or reimbursed by the Company as incurred by the Indemnitee in advance of the final disposition of the Action upon receipt by the Company of (i) a written affirmation by the Indemnitee of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized in Section 7.7(a) has been met, and (ii) a written undertaking by or on behalf of the Indemnitee to repay the amount if it shall ultimately be determined that the standard of conduct has not been met. (d) The indemnification provided by this Section 7.7 shall be in addition to any other rights to which an Indemnitee or any other Person may be entitled under any agreement, pursuant to any vote of the Members, as a matter of law or otherwise, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee unless otherwise provided in a written agreement with such Indemnitee or in the writing pursuant to which such Indemnitee is indemnified. (e) The Company may, but shall not be obligated to, purchase and maintain insurance, on behalf of any of the Indemnitees and such other Persons as the Managing Member shall determine, against any liability that may be asserted against or expenses that may be incurred by such Person in connection with the Company’s activities, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

 
46 (f) Any liabilities which an Indemnitee incurs as a result of acting on behalf of the Company or the Managing Member (whether as a fiduciary or otherwise) in connection with the operation, administration or maintenance of an employee benefit plan or any related trust or funding mechanism (whether such liabilities are in the form of excise taxes assessed by the IRS, penalties assessed by the U.S. Department of Labor, restitutions to such a plan or trust or other funding mechanism or to a participant or beneficiary of such plan, trust or other funding mechanism, or otherwise) shall be treated as liabilities or judgments or fines under this Section 7.7, unless such liabilities arise as a result of (i) an act or omission of such Indemnitee that was material to the matter giving rise to the Action and either was committed in bad faith or was the result of active and deliberate dishonesty; (ii) in the case of any criminal proceeding, an act or omission that such Indemnitee had reasonable cause to believe was unlawful, or (iii) any transaction in which such Indemnitee actually received an improper personal benefit in violation or breach of any provision of this Agreement. (g) In no event may an Indemnitee subject any of the Holders to personal liability by reason of the indemnification provisions set forth in this Agreement. (h) An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement. (i) The provisions of this Section 7.7 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons. Any amendment, modification or repeal of this Section 7.7 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the Company’s liability to any Indemnitee under this Section 7.7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted. (j) Any obligation or liability whatsoever of the Managing Member which may arise at any time under this Agreement or any other instrument, transaction, or undertaking contemplated hereby shall be satisfied, if at all, out of the assets of the Managing Member or the Company only. No such obligation or liability shall be personally binding upon, nor shall resort for the enforcement thereof be had to, any of the Managing Member’s directors, equityholders, officers, employees, or agents, regardless of whether such obligation or liability is in the nature of contract, tort or otherwise. (k) It is the intent of the parties that any amounts paid by the Company to the Managing Member pursuant to this Section 7.7 shall be treated as “guaranteed payments” within the meaning of Code Section 707(c) and shall not be treated as distributions for purposes of computing the Members’ Capital Accounts. (l) Notwithstanding anything to the contrary in this Section 7.7: (i) the Company shall have the power to purchase and maintain insurance on behalf of any Indemnitee and any such other Person as the Managing Member shall determine in accordance with Section 7.7(e) and accordingly, obligations of the Company or its Affiliates shall in each case be secondary to the

 
47 obligations of any of their insurers; and (ii) nothing in this Section 7.7 shall limit any right of any Person pursuant to the Expense Reimbursement and Indemnification Agreement even if inconsistent with this Section 7.7 in any respect. Section 7.8 Liability of the Managing Member. (a) To the maximum extent permitted under the Act, the only duties that the Managing Member owes to the Company, any Member or any other Person (including any creditor of any Member or assignee of any LLC Interest), fiduciary or otherwise, are to perform its contractual obligations as expressly set forth in this Agreement consistently with the obligation of good faith and fair dealing. The Managing Member, in its capacity as such, shall have no other duty, fiduciary or otherwise, to the Company, any Member or any other Person (including any creditor of any Member or any assignee of an LLC Interest). The provisions of this Agreement other than this Section 7.8 shall create contractual obligations of the Managing Member only, and no such provision shall be interpreted to expand or modify the fiduciary duties of the Managing Member under the Act. (b) The Members agree that: (i) the Managing Member is acting for the benefit of the Company, the Members and the Managing Member’s unitholders collectively; (ii) notwithstanding any duty otherwise existing at law or in equity, in the event of a conflict between the interests of the Company or any Member, on the one hand, and the separate interests of the Managing Member or its unitholders, on the other hand, the Managing Member may give priority to the separate interests of the Managing Member or the unitholders of the Managing Member (including, without limitation, with respect to tax consequences to Members, Assignees or the Managing Member’s unitholders), and, in the event of such a conflict, and any action or failure to act on the part of the Managing Member (or the Managing Member’s directors, officers or agents) that gives priority to the separate interests of the Managing Member or its unitholders that does not result in a violation of the contract rights of the Members under this Agreement does not violate the duty of loyalty or any other duty owed by the Managing Member to the Company and/or the Members or violate the obligation of good faith and fair dealing; and (iii) the Managing Member shall not be liable to the Company or to any Member for monetary damages for losses sustained, liabilities incurred or benefits not derived by the Company or any Member in connection with such decisions, except for liability for the Managing Member’s fraud, willful misconduct or gross negligence. (c) Subject to its obligations and duties as Managing Member set forth in this Agreement and applicable law, the Managing Member may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its officers, employees, representatives or agents. The Managing Member shall not be responsible to the Company or any Member for any misconduct or negligence on the part of any such officer, employee, representative or agent appointed by it in good faith. (d) Any obligation or liability whatsoever of the Managing Member which may arise at any time under this Agreement or any other instrument, transaction, or undertaking contemplated hereby shall be satisfied, if at all, out of the assets of the Managing Member or the Company only. No such obligation or liability shall be personally binding upon, nor shall resort for the enforcement thereof be had to, any of the Managing Member’s directors, unitholders,

 
48 officers, employees, representatives or agents, regardless of whether such obligation or liability is in the nature of contract, tort or otherwise. Notwithstanding anything to the contrary set forth in this Agreement, none of the directors or officers of the Managing Member shall be liable or accountable in damages or otherwise to the Company, any Members, or any Assignees for losses sustained, liabilities incurred or benefits not derived as a result of errors in judgment or mistakes of fact or law or of any act or omission or by reason of their service as such. This Agreement is executed by the officers of the Managing Member solely as officers of the same and not in their own individual capacities. (e) Notwithstanding anything herein to the contrary, except for liability for fraud, willful misconduct or gross negligence on the part of the Managing Member, or pursuant to any express indemnities given to the Company by the Managing Member pursuant to any other written instrument, the Managing Member shall not have any personal liability whatsoever, to the Company or to the other Members, for any action or omission taken in its capacity as the Managing Member or for the debts or liabilities of the Company or the Company’s obligations hereunder, except pursuant to Section 15.1. Without limitation of the foregoing, and except for liability for fraud, willful misconduct or gross negligence, or pursuant to Section 15.1 or any such express indemnity, no property or assets of the Managing Member, other than its interest in the Company, shall be subject to levy, execution or other enforcement procedures for the satisfaction of any judgment (or other judicial process) in favor of any other Member(s) and arising out of, or in connection with, this Agreement. (f) To the extent that, under applicable law, the Managing Member has duties (including fiduciary duties) and liabilities relating thereto to the Company or the Members, the Managing Member shall not be liable to the Company or to any other Member for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or modify the duties and liabilities of the Managing Member under the Act or otherwise existing under applicable law, are agreed by the Members to operate as an express limitation of any such duties and liabilities and to replace such other duties and liabilities of such Managing Member and further acknowledged and agreed that such provisions are fundamental elements to the agreement of the Members and the Managing Member to enter into this Agreement and without such provisions the Members and the Managing Member would not have entered into this Agreement. (g) In exercising its authority under this Agreement, the Managing Member may, but shall be under no obligation to, take into account the tax consequences to any Member of any action taken (or not taken) by it, and any action or failure to act on the part of the Managing Member that does or does not take into account any such tax consequences that does not result in a violation of the contract rights of the Members under this Agreement does not violate the duty of loyalty or any other duty owed by the Managing Member to the Company and/or the Members or violate the obligation of good faith and fair dealing. The Managing Member and the Company shall not have any liability to any Member under any circumstances as a result of any income tax liability incurred by such Member as a result of an action (or inaction) by the Managing Member pursuant to its authority under this Agreement. (h) Whenever in this Agreement the Managing Member (whether in its capacity as Managing Member or in any other capacity permitted under this Agreement, including, without

 
49 limitation, as Liquidator) is permitted or required to make a decision (i) in its “sole and absolute discretion,” “sole discretion” or “discretion” or under a grant of similar authority or latitude, the Managing Member shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest or factors affecting the Company or the Members or any of them, and any such decision or determination made by the Managing Member that does not consider such interests or factors affecting the Company or the Members, or any of them, and that does not result in a violation of the contract rights of the Members under this Agreement does not violate the duty of loyalty or any other duty owed by the Managing Member to the Company and/or the Members, or (ii) in its “good faith” or under another expressed standard, the Managing Member shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement or any other agreement contemplated herein or by relevant provisions of law or in equity or otherwise. If any question should arise with respect to the operation of the Company, which is not otherwise specifically provided for in this Agreement or the Act, or with respect to the interpretation of this Agreement, the Managing Member is hereby authorized to make a final determination with respect to any such question and to interpret this Agreement in such a manner as it shall deem, in its sole discretion, to be fair and equitable, and its determination and interpretations so made shall be final and binding on all parties. The Managing Member’s “sole and absolute discretion,” “sole discretion” and “discretion” under this Agreement shall be exercised consistently with good faith reliance on the provisions of this Agreement and the obligation of good faith and fair dealing (as modified by the Agreement). (i) The Managing Member may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. In performing its duties under this Agreement and the Act, the Managing Member shall be entitled to rely on the provisions of this Agreement and on any information, opinion, report or statement, including any financial statement or other financial data or the records or books of account of the Company or any subsidiary of the Company, prepared or presented by any officer, employee or agent of the Managing Member, any agent of the Company or any such subsidiary, or by any lawyer, certified public accountant, appraiser or other person engaged by the Managing Member, the Company or any such subsidiary as to any matter within such person’s professional or expert competence, and any act taken or omitted to be taken in reliance upon any such information, opinion, report or statement as to matters that the Managing Member reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such information, opinion, report or statement. (j) No director, officer or agent of the Managing Member shall have any duties directly to the Company or any Member. No director, officer or agent of the Managing Member shall be directly liable to the Company or any Member for money damages by reason of their service as such. (k) Notwithstanding any other provision of this Agreement or the Act, any action of the Managing Member on behalf of the Company or any decision of the Managing Member to refrain from acting on behalf of the Company, undertaken in the good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of Lineage REIT to continue

 
50 to qualify as a REIT, (ii) for Lineage REIT otherwise to satisfy the REIT Requirements, (iii) for Lineage REIT to avoid incurring any taxes under Code Section 857 or Code Section 4981, or (iv) for any Managing Member Affiliate to continue to qualify as a “qualified REIT subsidiary” (within the meaning of Code Section 856(i)(2)) or “taxable REIT subsidiary” (within the meaning of Code Section 856(l)), is expressly authorized under this Agreement and is deemed approved by all of the Members and does not violate the duty of loyalty or any other duty or obligation, fiduciary or otherwise, of the Managing Member to the Company or any other Member. (l) Any amendment, modification or repeal of this Section 7.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the Managing Member’s and its officers’ and directors’ liability to the Company and the Members under this Section 7.8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted. Section 7.9 Title to Company Assets. Title to Company assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Company as an entity, and no Member, individually or collectively with other Members or Persons, shall have any ownership interest in such Company assets or any portion thereof. Title to any or all of the Company assets may be held in the name of the Company, the Managing Member or one or more nominees, as the Managing Member may determine, including Affiliates of the Managing Member. The Managing Member hereby declares and warrants that any Company assets for which legal title is held in the name of the Managing Member or any nominee or Affiliate of the Managing Member shall be held by the Managing Member or such nominee or Affiliate for the use and benefit of the Company in accordance with the provisions of this Agreement. All Company assets shall be recorded as the property of the Company in its books and records, irrespective of the name in which legal title to such Company assets is held. Section 7.10 Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Managing Member has full power and authority, without the consent or approval of any other Member, or Person, to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any contracts on behalf of the Company, and take any and all actions on behalf of the Company, and such Person shall be entitled to deal with the Managing Member as if it were the Company’s sole party in interest, both legally and beneficially. Each Member hereby waives any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Managing Member in connection with any such dealing. In no event shall any Person dealing with the Managing Member or its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expediency of any act or action of the Managing Member or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company by the Managing Member or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company and (c) such certificate, document or

 
51 instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company. ARTICLE 8 RIGHTS AND OBLIGATIONS OF MEMBERS Section 8.1 Limitation of Liability. No Member shall have any liability under this Agreement except for intentional harm or gross negligence on the part of such Member or as expressly provided in this Agreement (including, without limitation, Section 10.4 hereof) or under the Act. Section 8.2 Management of Business. Subject to the rights and powers of the Managing Member hereunder, no Member or Assignee (other than the Managing Member, any of its Affiliates or any officer, director, member, employee, partner, agent or trustee of the Managing Member, the Company or any of their Affiliates, in their capacity as such) shall take part in the operations, management or control (within the meaning of the Act) of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company. The transaction of any such business by the Managing Member, any of its Affiliates or any officer, director, member, employee, partner, agent, representative, or trustee of the Managing Member, the Company or any of their Affiliates, in their capacity as such, shall not affect, impair or eliminate the limitations on the liability of the Members or Assignees under this Agreement. Section 8.3 Outside Activities of Members. Subject to any agreements entered into pursuant to Section 7.6 hereof and any other agreements entered into by a Member or any of its Affiliates with the Managing Member, the Company or a Subsidiary (including, without limitation, any employment agreement), any Member and any Assignee, officer, director, employee, agent, trustee, Affiliate, member or stockholder of any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities that are in direct or indirect competition with the Company or that are enhanced by the activities of the Company. Neither the Company nor any Member shall have any rights by virtue of this Agreement in any business ventures of any Member or Assignee. Subject to such agreements, none of the Members nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person (other than the Managing Member), and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6 hereof and any other agreements entered into by a Member or its Affiliates with the Managing Member, the Company or a Subsidiary, to offer any interest in any such business ventures to the Company, any Member, or any such other Person, even if such opportunity is of a character that, if presented to the Company, any Member or such other Person, could be taken by such Person. In deciding whether to take any actions in such capacity, the Members and their respective Affiliates shall be under no obligation to consider the separate interests of the Company or its subsidiaries and to the maximum extent permitted by applicable law shall have no fiduciary duties or similar obligations to the Company or any other Members, or to any subsidiary of the Company, and shall not be liable for monetary damages for losses sustained, liabilities incurred or benefits not derived by the other Members in connection with such acts except for liability for fraud, willful misconduct or gross negligence.

 
52 Section 8.4 Return of Capital. Except pursuant to any Unit Designation, no Member shall be entitled to the withdrawal or return of its Capital Contribution, except to the extent of distributions made pursuant to this Agreement or upon dissolution of the Company as provided herein. Except to the extent provided in Article 5 and Article 6 hereof or otherwise expressly provided in this Agreement or in any Unit Designation, no Member or Assignee shall have priority over any other Member or Assignee either as to the return of Capital Contributions or as to profits, losses or distributions. Section 8.5 Rights of Members Relating to the Company. (a) In addition to other rights provided by this Agreement or by the Act, and except as limited by Section 8.5(c) hereof, the Managing Member shall deliver to each Member a copy of any information mailed or electronically delivered to all of the common stockholders of Lineage REIT as soon as practicable after such mailing. (b) The Company shall notify any Member that is a Qualifying Party, on request, of the then current Adjustment Factor and any change made to the Adjustment Factor shall be set forth in the quarterly report required by Section 9.3(b) hereof immediately following the date such change becomes effective. (c) Notwithstanding any other provision of this Section 8.5, the Managing Member may keep confidential from the Members (or any of them), for such period of time as the Managing Member determines in its sole and absolute discretion to be reasonable, any information that (i) the Managing Member believes to be in the nature of trade secrets or other information the disclosure of which the Managing Member in good faith believes is not in the best interests of the Company or the Managing Member or (ii) the Company or the Managing Member is required by law or by agreement to keep confidential. Section 8.6 Company Right to Call Company Common Units. Subject to the other provisions of this Section 8.6 but otherwise notwithstanding any other provision of this Agreement, if at any time any Member that is not the Managing Member holds Company Common Units: (a) on and after the date on which the aggregate Percentage Interests of the Company Common Units held by such Members are less than one percent (1%) of the outstanding Company Common Units, the Company shall have the right, but not the obligation, from time to time and at any time to redeem any and all outstanding Company Common Units held by such Members and (b) at any time a Holder holds less than fifty thousand (50,000) Company Common Units (as adjusted, if applicable, by the Adjustment Factor then in effect), the Company shall have the right in its sole discretion, but not the obligation to such Holders or Holder, from time to time and at any time to require that all or any portion of the outstanding Company Common Units held by such Holders or Holder be exchanged for an equal number of OP Common Units, by notice to such Holder that the Company has elected to exercise its rights under this Section 8.6. For the avoidance of doubt, the foregoing provisions of this Section 8.6 do not permit the Company to redeem any OPEUs without the consent of the Holder thereof. Section 8.7 Rights as Objecting Member. No Member and no Holder of an LLC Interest shall be entitled to exercise any of the rights of an objecting stockholder provided for under

 
53 Subchapter 9, Section 262 of the Delaware General Corporation Law or any successor statute in connection with a merger of the Company. ARTICLE 9 BOOKS, RECORDS, ACCOUNTING AND REPORTS Section 9.1 Records and Accounting. (a) The Managing Member shall keep or cause to be kept at the principal place of business of the Company those records and documents, if any, required to be maintained by the Act and any other books and records deemed by the Managing Member to be appropriate with respect to the Company’s business, including, without limitation, all books and records necessary to provide to the Members any information, lists and copies of documents required to be provided pursuant to Section 8.5(a), Section 9.3 or Article 13 hereof. Any records maintained by or on behalf of the Company in the regular course of its business may be kept on any information storage device, provided that the records so maintained are convertible into clearly legible written form within a reasonable period of time. (b) The books of the Company shall be maintained, for financial and tax reporting purposes, on an accrual basis in accordance with generally accepted accounting principles, or on such other basis as the Managing Member determines to be necessary or appropriate. To the extent permitted by sound accounting practices and principles, the Company and the Managing Member may operate with integrated or consolidated accounting records, operations and principles. Section 9.2 Company Year. For purposes of this Agreement, “Company Year” means the fiscal year of the Company, which shall be the same as the tax year of the Company. The tax year shall be the calendar year unless otherwise required by the Code. Section 9.3 Reports. (a) After the close of each Company Year, the Managing Member shall use commercially reasonable efforts to cause to be mailed to each Member of record as of the close of the Company Year, financial statements of the Company, or of the Managing Member or Lineage REIT if such statements are prepared solely on a consolidated basis with the Managing Member or Lineage REIT, for such Company Year, presented in accordance with generally accepted accounting principles, such statements to be audited by a nationally recognized firm of independent public accountants selected by the Managing Member. (b) After the close of each calendar quarter (except the last calendar quarter of each year), the Managing Member shall use commercially reasonable efforts to cause to be mailed to each Member of record as of the last day of the calendar quarter, a report containing unaudited financial statements of the Company for such calendar quarter, or of the Managing Member or Lineage REIT if such statements are prepared solely on a consolidated basis with the Managing Member or Lineage REIT, and such other information as may be required by applicable law or regulation or as the Managing Member determines to be appropriate. (c) The Managing Member shall have satisfied its obligations under Section 9.3(a) and Section 9.3(b) by posting or making available the reports required by this Section 9.3 on the

 
54 website maintained from time to time by the Company, the Managing Member or Lineage REIT, provided that such reports are able to be printed or downloaded from such website, or by the filing with the SEC for public availability by Lineage REIT of any Annual Report on Form 10-K, Quarterly Report on Form 10-Q or Current Report on Form 8-K, containing the required information with respect to the Company, the Managing Member or Lineage REIT. ARTICLE 10 TAX MATTERS Section 10.1 Preparation of Tax Returns. The Managing Member shall arrange for the preparation and timely filing of all returns with respect to Company income, gains, deductions, losses and other items required of the Company for Federal and state income tax purposes and shall use all reasonable efforts to furnish, within ninety (90) days of the close of each taxable year, the tax information reasonably required by Members for Federal and state income tax and any other tax reporting purposes. The Members shall promptly provide the Managing Member with such information relating to the Contributed Properties as is readily available to the Members, including tax basis and other relevant information, as may be reasonably requested by the Managing Member from time to time. Section 10.2 Tax Elections. Except as otherwise provided herein, the Managing Member shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code, including, but not limited to, the election under Code Section 754. The Managing Member shall have the right to seek to revoke any such election (including, without limitation, any election under Code Section 754) upon the Managing Member’s determination in its sole and absolute discretion that such revocation is in the best interests of the Members. Section 10.3 Partnership Representative. (a) The Managing Member shall be the “partnership representative” of the Company under Code Section 6223 for federal income tax purposes (the “Partnership Representative”). The Partnership Representative shall receive no compensation for its services. All third-party costs and expenses incurred by the Partnership Representative in performing its duties as such (including legal and accounting fees and expenses) shall be borne by the Company in addition to any reimbursement pursuant to Section 7.4 hereof. Nothing herein shall be construed to restrict the Company from engaging an accounting firm to assist the Partnership Representative in discharging its duties hereunder The Managing Member shall appoint an individual (the “Designated Individual”) through whom the Partnership Representative will act in accordance with Regulations Section 301.6223-1 and any other applicable IRS guidance. The Designated Individual is authorized to take any action the Partnership Representative is authorized to take under this Agreement. The Members shall promptly provide the Partnership Representative with such information as is readily available to the Members as may be reasonably requested by the Partnership Representative from time to time in connection with any tax audit or judicial review proceeding.

 
55 (b) The Partnership Representative is authorized, but not required: (i) to enter into any settlement with the IRS with respect to any administrative or judicial proceedings for the adjustment of Company items required to be taken into account by a Member for income tax purposes (such administrative proceedings being referred to as a “tax audit” and such judicial proceedings being referred to as “judicial review”), and in the settlement agreement the Partnership Representative may expressly state that such agreement shall bind all Members; (ii) in the event that a notice of a final administrative adjustment at the Company level of any item required to be taken into account by a Member for tax purposes (a “Final Adjustment”) is mailed to the Partnership Representative, to seek judicial review of such Final Adjustment, including the filing of a petition for readjustment with the United States Tax Court or the United States Claims Court, or the filing of a complaint for refund with the District Court of the United States for the district in which the Company’s principal place of business is located; (iii) to intervene in any action brought by any other Member for judicial review of a Final Adjustment; (iv) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (v) to enter into an agreement with the IRS to extend the period for assessing any tax that is attributable to any item required to be taken into account by a Member for tax purposes, or an item affected by such item; (vi) to make an election under Code Section 6226; and (vii) to take any other action on behalf of the Members or any of them in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the Partnership Representative in connection with any such proceeding, except to the extent required by law, is a matter in the sole and absolute discretion of the Partnership Representative and the provisions relating to indemnification of the Managing Member set forth in Section 7.7 hereof shall be fully applicable to the Partnership Representative and the Designated Individual in their capacities as such. (c) For tax years beginning before December 31, 2017, a “Tax Matters Partner,” as such term is defined in Section 6231(a)(7) of the Code (as in effect prior to the enactment of the Bipartisan Budget Act of 2015) and in any similar capacity under the tax laws of any state or other jurisdiction having taxing jurisdiction over the Company, was appointed by the Managing Member. The Tax Matters Partner is the Managing Member. Except as otherwise provided in this Agreement, the Tax Matters Partner shall have all the rights, duties, powers and obligations of a “tax matters partner” under the Code (as in effect prior to the enactment of the Bipartisan Budget Act of 2015). The Tax Matters Partner shall not take any actions or make any elections contrary

 
56 to the requirements of this Agreement without the Consent of the Managing Member and Members. Section 10.4 Withholding. Each Member hereby authorizes the Company to withhold from or pay on behalf of or with respect to such Member any amount of Federal, state, local or foreign taxes that the Managing Member determines the Company is required to withhold or pay with respect to any amount distributable or allocable to such Member pursuant to this Agreement, including, without limitation, any taxes required to be withheld or paid by the Company pursuant to Code Section 1441, Code Section 1442, Code Section 1445, Code Section 1446, Code Section 1471, Code Section 1472, Code Section 6225 or Code Section 6232. Any amount withheld with respect to a Member pursuant to this Section 10.4 shall be treated as paid or distributed, as applicable, to such Member for all purposes under this Agreement. Any amount paid on behalf of or with respect to a Member, in excess of any amount actually withheld from a Member’s distributions, shall constitute a loan by the Company to such Member, which loan shall be repaid by such Member within thirty (30) days after the affected Member receives written notice from the Managing Member that such payment must be made, provided that the Member shall not be required to repay such deemed loan if either (a) the Company withholds such payment from a distribution that would otherwise be made to the Member or (b) the Managing Member determines, in its sole and absolute discretion, that such payment may be satisfied out of the Available Cash of the Company that would, but for such payment, be distributed to the Member. Any amounts payable by a Member hereunder shall bear interest at the base rate on corporate loans at large United States money center commercial banks, as published from time to time in the Wall Street Journal (but not higher than the maximum lawful rate) from the date such amount is due (i.e., thirty (30) days after the Member receives written notice of such amount) until such amount is paid in full. Section 10.5 Organizational Expenses. The Managing Member may cause the Company to elect to deduct expenses, if any, incurred by it in organizing the Company ratably over a 180- month period as provided in Section 709 of the Code. Section 10.6 Survival. Each Member’s obligations and the Company’s rights under this Article 10 shall survive the dissolution, liquidation, and winding up of the Company and, unless otherwise agreed by the Managing Member in its sole discretion, the Transfer of any LLC Interest. ARTICLE 11 MEMBER TRANSFERS AND WITHDRAWALS Section 11.1 Transfer. (a) No part of the interest of a Member shall be subject to the claims of any creditor, to any spouse for alimony or support, or to legal process, and may not be voluntarily or involuntarily alienated or encumbered except as may be specifically provided for in this Agreement. (b) No LLC Interest shall be Transferred, in whole or in part, except in accordance with the terms and conditions set forth in this Article 11 and, if any additional terms and conditions are set forth in a Unit Designation applicable to such LLC Interest, in accordance with the terms and

 
57 conditions set forth in this Article 11 and such additional terms and conditions set forth in the applicable Unit Designation. Any Transfer or purported Transfer of an LLC Interest not made in accordance with this Article 11 shall be null and void ab initio. (c) No Transfer of any LLC Interest may be made to a lender to the Company or any Person who is related (within the meaning of Section 1.752-4(b) of the Regulations) to any lender to the Company whose loan constitutes a Nonrecourse Liability, without the Consent of the Managing Member; provided, however, that, as a condition to such Consent, the lender may be required to enter into an arrangement with the Company and the Managing Member to redeem or exchange for the OP Units Amount any Company Units in which a security interest is held by such lender simultaneously with the time at which such lender would be deemed to be a partner in the Company for purposes of allocating liabilities to such lender under Section 752 of the Code (provided that, for purpose of calculating the OP Units Amount in this Section 11.1(c), “Company Units” shall mean all such Company Units in which a security interest is held by such lender). Section 11.2 Transfer of Managing Member’s LLC Interest. (a) Except as provided in this Section 11.2 or in a Unit Designation, and subject to the rights of any Holder of any LLC Interest set forth in a Unit Designation, the Managing Member shall not voluntarily withdraw from the Company and shall not Transfer its Managing Member Interest (whether by sale, disposition, statutory merger or consolidation, liquidation or otherwise) other than solely an economic interest as a Member or Assignee without the Consent of the Members, which may be given or withheld by each such Member in its sole and absolute discretion. It is a condition to any Transfer of a Managing Member Interest otherwise permitted hereunder (including any Transfer permitted pursuant to Section 11.2(b) and Section 11.2(c), but excluding any Transfer of solely an economic interest as a Member or Assignee) that: (i) coincident with such Transfer, the transferee is admitted as a Managing Member pursuant to Section 12.1 hereof; (ii) the transferee assumes, by operation of law or express agreement, all of the obligations of the transferor Managing Member under this Agreement with respect to such Transferred LLC Interest; and (iii) the transferee has executed such instruments as may be necessary to effectuate such admission and to confirm the agreement of such transferee to be bound by all the terms and provisions of this Agreement with respect to the LLC Interest so acquired and the admission of such transferee as a Managing Member. (b) Certain Transactions of the Managing Member. Subject to the rights of any Holder of any LLC Interest set forth in a Unit Designation and except as necessary or appropriate to give effect to those rights, the Managing Member may not (x) merge, consolidate or otherwise combine its assets with another entity, (y) sell all or substantially all of its assets not in the ordinary course of the Company’s business or (z) reclassify, recapitalize, repurchase or change any outstanding units of the Managing Member or other outstanding equity interests (in case of each of the foregoing clauses (x) through (z), other than in connection with a stock split, reverse stock split, stock dividend change in par value, increase in authorized shares, designation or issuance of new classes of equity securities or any event that does not require the approval of the Lineage REIT’s stockholders) (each, a “Termination Transaction”) unless: (i) the Termination Transaction has been approved by the Consent of the Managing Member and Members and, in connection with such Termination Transaction,

 
58 all of the Members will receive, or will have the right to elect to receive (and shall be provided the opportunity to make such an election if the holders of REIT Shares generally are also provided such an opportunity), for each Company Common Unit or OPEU an amount of cash, securities and/or other property equal to the product of the Adjustment Factor and the greatest amount of cash, securities or other property paid to a holder of one REIT Share in consideration of one REIT Share pursuant to the terms of such Termination Transaction; provided, that if, in connection with such Termination Transaction, a purchase, tender or exchange offer shall have been made to and accepted by the holders of the outstanding OP Units, each holder of Company Common Units or OPEUs shall receive, or shall have the right to elect to receive, the greatest amount of cash, securities or other property which such holder of Company Common Units or OPEUs would have received had its Company Common Units or OPEUs been exchanged for OP Units (and such OP Units been redeemed for REIT Shares pursuant to the OP Agreement) immediately prior to the expiration of such purchase, tender or exchange offer and had thereupon accepted such purchase, tender or exchange offer and then such Termination Transaction shall have been consummated; or (ii) all of the following conditions are met: (A) substantially all of the assets directly or indirectly owned by the surviving entity are owned directly or indirectly by the Company or another limited partnership or limited liability company which is the survivor of a merger, consolidation or combination of assets with the Company (in each case, the “Surviving Company”); (B) Members that held Company Common Units or OPEUs immediately prior to the consummation of such Termination Transaction own a percentage interest of the Surviving Company based on the relative fair market value of the net assets of the Company and the other net assets of the Surviving Company immediately prior to the consummation of such transaction; (C) the rights, preferences and privileges in the Surviving Company of such Members are at least as favorable as those in effect with respect to the Company Common Units and OPEUs immediately prior to the consummation of such transaction and as those applicable to any other members or non- managing members of the Surviving Company; and (D) the rights of such Members include at least one of the following: (I) the right to redeem their interests in the Surviving Company for the consideration available to such persons pursuant to Section 11.2(b)(i) or (II) the right to redeem their interests in the Surviving Company for cash on terms substantially equivalent to those in effect with respect to their Company Common Units or OPEUs immediately prior to the consummation of such transaction, or, if the ultimate controlling person of the Surviving Company has publicly traded common equity securities, such common equity securities, with an exchange ratio based on the determination of relative fair market value of such securities and the OP Units. (c) Notwithstanding the other provisions of this Article 11 (other than Section 11.6(d) hereof), the Managing Member may Transfer all or any of its LLC Interests at any time to any Person that is, at the time of such Transfer an Affiliate of the Managing Member, including any “qualified REIT subsidiary” (within the meaning of Code Section 856(i)(2)), without the Consent of any Members. The provisions of Sections 11.2(b), 11.3, 11.4(a) and 11.5 hereof shall not apply to any Transfer permitted by this Section 11.2(d).

 
59 (d) In connection with any transaction permitted by Section 11.2(b) hereof, the relative fair market values shall be reasonably determined by the Managing Member as of the time of such transaction and, to the extent applicable, shall be no less favorable to the Members than the relative values reflected in the terms of such transaction. (e) The Managing Member may not consummate (x) a Termination Transaction, (y) a merger, consolidation or other combination of the assets of the Company with another entity or (z) a sale of all or substantially all of the assets of the Company, in each case which transaction (a “Stockholder Vote Transaction”) is submitted for the approval of the holders of REIT Shares of Lineage REIT (a “Stockholder Vote”) unless: (i) the Managing Member first provides the Members with advance notice at least equal in time to the advance notice given to holders of REIT Shares in connection with such Stockholder Vote, (ii) in connection with such advance notice, the Managing Member provides the Members with written materials describing the proposed Stockholder Vote Transaction (which may consist of the proxy statement or registration statement used in connection with the Stockholder Vote) and (iii) the Stockholder Vote Transaction is approved by the holders of the Company Common Units and OPEUs (the “Company Vote”) at the same level of approval as required for the Stockholder Vote (for example, (x) if the approval of holders of outstanding REIT Shares entitled to cast a majority of the votes entitled to be cast on the matter is required to approve the Stockholder Vote Transaction in the Stockholder Vote, then the approval of holders of outstanding Company Common Units and OPEUs (including votes deemed to be cast by the Managing Member) entitled to cast a majority of votes entitled to be cast on the matter will be required to approve the Stockholder Vote Transaction in the Company Vote or (y) if the approval of a majority of the votes cast by holders of outstanding REIT Shares present at a meeting of such holders at which a quorum is present is required to approve the Stockholder Vote Transaction in the Stockholder Vote, then the approval of a majority of the votes cast (including votes deemed to be cast by the Managing Member) by holders of outstanding Company Common Units and OPEUs present at a meeting of such holders at which a quorum is present will be required to approve the Stockholder Vote Transaction in the Company Vote). For purposes of the Company Vote, (i) each Member holding Company Common Units or OPEUs (other than the Managing Member or any of its Subsidiaries) shall be entitled to cast a number of votes equal to the total number of Company Common Units and OPEUs held by such Member as of the record date for the Stockholder Meeting, and (ii) the Managing Member and its Subsidiaries shall not be entitled to vote thereon and shall instead be deemed to have cast a number of votes equal to the sum of (x) the total number of Company Common Units and OPEUs held by the Managing Member as of the record date for the Stockholder Meeting divided by the Adjustment Factor then in effect plus (y) the total number of shares of unvested restricted REIT Shares with respect to which the Managing Member does not hold back-to-back Company Common Units and OPEUs as of the record date for the Stockholder Meeting, in proportion to the manner in which all outstanding REIT Shares were voted in the Stockholder Vote (for example, “For,” “Against,” “Abstain” and “Not Present”). Any such Company Vote will be taken in accordance with Section 14.3 below (including Section 14.3(b) thereof permitting actions to be taken by written consent without a meeting), mutatis mutandis to give effect to the foregoing provisions of this Section 11.2(e), except that, solely for purposes of determining whether a quorum is present at any meeting of the Members at which a Company Vote will occur, the Managing Member shall be considered to be entitled to cast at such meeting all votes that the Managing Member will be deemed to have cast in such Company Vote as provided in this Section 11.2(e).

 
60 (f) Notwithstanding the other provisions of this Article 11, nothing in this Article 11 shall prohibit, nor will the Consent of the Members be required for, the forfeiture of LTIP Tracking Units by the Managing Member as required by Section 16.3. Section 11.3 Members’ Rights to Transfer. (a) General. Subject to any additional or contrary terms and conditions applicable to any LLC Interest pursuant to a Unit Designation, each Member, and each transferee of Company Units or Assignee pursuant to a Permitted Transfer, shall have the right to Transfer all or any portion of its LLC Interest to any Person, without the Consent of the Managing Member but subject to the provisions of Section 11.4 hereof, either (1) pursuant to a Permitted Transfer or (2) subject to satisfaction of each of the following conditions: (i) Managing Member Right of First Refusal. The transferor Member (or the Member’s estate in the event of the Member’s death) shall give written notice of the proposed Transfer to the Managing Member, which notice shall state (A) the identity and address of the proposed transferee and (B) the amount and type of consideration proposed to be received for the Transferred Company Units. The Managing Member shall have ten (10) Business Days upon which to give the transferor Member notice of its election to acquire the Company Units on the terms set forth in such notice. If it so elects, it shall purchase the Company Units on such terms within ten (10) Business Days after giving notice of such election; provided, however, that in the event that the proposed terms involve a purchase for cash, the Managing Member may at its election deliver in lieu of all or any portion of such cash a note from the Managing Member payable to the transferor Member at a date as soon as reasonably practicable, but in no event later than one hundred eighty (180) days after such purchase, and bearing interest at an annual rate equal to the total distributions declared with respect to one (1) OP Unit for the four (4) preceding fiscal quarters of the Managing Member, divided by the Value as of the closing of such purchase; and provided, further, that such closing may be deferred to the extent necessary to effect compliance with the Hart-Scott-Rodino Act, if applicable, and any other applicable requirements of law. If it does not so elect, the transferor Member may Transfer such Company Units to a third party, on terms no more favorable to the transferee than the proposed terms, subject to the other conditions of this Section 11.3. (ii) Qualified Transferee. Unless otherwise approved by the Managing Member in its sole discretion in writing, any Transfer of an LLC Interest shall be made only to a single Qualified Transferee; provided, however, that, for such purposes, all Qualified Transferees that are Affiliates, or that comprise investment accounts or funds managed by a single Qualified Transferee and its Affiliates, shall be considered together to be a single Qualified Transferee; and provided, further, that each Transfer meeting the minimum Transfer restriction of Section 11.3(a)(iv) hereof may be to a separate Qualified Transferee. (iii) Opinion of Counsel. The transferor Member shall deliver or cause to be delivered to the Managing Member an opinion of counsel reasonably satisfactory to it to the effect that the proposed Transfer may be effected without registration under the Securities Act and will not otherwise violate the registration provisions of the Securities Act and the regulations promulgated thereunder or violate any state securities laws or

 
61 regulations applicable to the Company or the LLC Interests Transferred; provided, however, that the Managing Member may, in its sole discretion, waive this condition upon the request of the transferor Member. If, in the opinion of such counsel, such Transfer would require the filing of a registration statement under the Securities Act or would otherwise violate any Federal or state securities laws or regulations applicable to the Company or the Company Units, the Managing Member may prohibit any Transfer otherwise permitted under this Section 11.3 by a Member of LLC Interests. (iv) Minimum Transfer Restriction. Any Transferring Member must Transfer not less than the lesser of (A) five hundred (500) Company Units or (B) all of the remaining Company Units owned by such Transferring Member, without, in each case, the Consent of the Managing Member; provided, however, that, for purposes of determining compliance with the foregoing restriction, all Company Units owned by Affiliates of a Member shall be considered to be owned by such Member. (v) Exception for Permitted Transfers. The conditions of Section 11.3(a)(i) through Section 11.3(a)(iv) hereof shall not apply in the case of a Permitted Transfer. It is a condition to any Transfer otherwise permitted hereunder that the transferee assumes by operation of law or express agreement all of the obligations of the transferor Member under this Agreement with respect to such Transferred LLC Interest, and no such Transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Member are assumed by a successor corporation by operation of law) shall relieve the transferor Member of its obligations under this Agreement without the Consent of the Managing Member. Any transferee, whether or not admitted as a Substituted Member, shall take subject to the obligations of the transferor hereunder. Unless admitted as a Substituted Member, no transferee, whether by a voluntary Transfer, by operation of law or otherwise, shall have any rights hereunder, other than the rights of an Assignee as provided in Section 11.5 hereof. (b) Incapacity. If a Member is subject to Incapacity, the executor, administrator, trustee, committee, guardian, conservator or receiver of such Member’s estate shall have all the rights of a Member, but not more rights than those enjoyed by other Members, for the purpose of settling or managing the estate, and such power as the Incapacitated Member possessed to Transfer all or any part of its interest in the Company. The Incapacity of a Member, in and of itself, shall not dissolve or terminate the Company. (c) Adverse Tax Consequences. Notwithstanding anything to the contrary in this Agreement, the Managing Member shall have the authority (but shall not be required) to take any steps it determines are necessary or appropriate in its sole and absolute discretion to prevent the Company from being taxable as a corporation for Federal income tax purposes. In furtherance of the foregoing, except with the Consent of the Managing Member, no Transfer by a Member of its LLC Interests (including any other acquisition of Company Units by the Managing Member or any acquisition of Company Units by the Company) may be made to or by any Person if such Transfer could (i) result in the Company being treated as an association taxable as a corporation; (ii) result in a termination of the Company under Code Section 708; (iii) be treated as effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Code Section 7704 and the Regulations promulgated thereunder,

 
62 (iv) result in the Company being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”) or (v) based on the advice of counsel to the Company or the Managing Member, adversely affect the ability of Lineage REIT to continue to qualify as a REIT or subject Lineage REIT to any additional taxes under Code Section 857 or Code Section 4981. Section 11.4 Admission of Substituted Members. Except as otherwise provided in a Unit Designation: (a) No Member shall have the right to substitute a transferee (including any transferees pursuant to Transfers permitted by Section 11.3 hereof) as a Member in its place. A transferee of a Member Interest may be admitted as a Substituted Member only with the Consent of the Managing Member. The failure or refusal by the Managing Member to permit a transferee of any such interests to become a Substituted Member shall not give rise to any cause of action against the Company or the Managing Member. Subject to the foregoing, an Assignee shall not be admitted as a Substituted Member until and unless it furnishes to the Managing Member (i) evidence of acceptance, in form and substance satisfactory to the Managing Member, of all the terms, conditions and applicable obligations of this Agreement, (ii) a counterpart signature page to this Agreement executed by such Assignee and (iii) such other documents and instruments as the Managing Member may require in its sole discretion to effect such Assignee’s admission as a Substituted Member. (b) Concurrently with, and as evidence of, the admission of a Substituted Member, the Managing Member shall update the Register and the books and records of the Company to reflect the name, address and number and class and/or series of Company Units of such Substituted Member and to eliminate or adjust, if necessary, the name, address and number of Company Units of the predecessor of such Substituted Member. (c) A transferee who has been admitted as a Substituted Member in accordance with this Article 11 shall have all the rights and powers and be subject to all the restrictions and liabilities of a Member under this Agreement. (d) Notwithstanding the foregoing provisions of this Section 11.4 or any other provision of this Agreement to the contrary, any transferee of OPEUs pursuant to a Permitted Transfer shall be admitted as a Substituted Member at the request of the Member making such transfer. Section 11.5 Assignees. If the Managing Member does not Consent to the admission of any permitted transferee under Section 11.3 hereof as a Substituted Member, as described in Section 11.4 hereof, or in the event that any LLC Interest is deemed to have been Transferred notwithstanding the restrictions set forth in this Article 11, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a membership interest under the Act, including the right to receive distributions from the Company and the share of Net Income, Net Losses and other items of income, gain, loss, deduction and credit of the Company attributable to the LLC Interest assigned to such transferee

 
63 and the rights to Transfer the LLC Interest provided in this Article 11, but shall not be deemed to be a holder of an LLC Interest for any other purpose under this Agreement, and shall not be entitled to effect a Consent or vote with respect to such LLC Interest on any matter presented to the Members for approval (such right to Consent or vote, to the extent provided in this Agreement or under the Act, fully remaining with the transferor Member). In the event that any such transferee desires to make a further Transfer of any such LLC Interest, such transferee shall be subject to all the provisions of this Article 11 to the same extent and in the same manner as any Member desiring to make a Transfer of a Member Interest. Section 11.6 General Provisions. (a) No Member may withdraw from the Company other than as a result of: (i) a permitted Transfer of all of such Member’s LLC Interest in accordance with this Article 11 with respect to which the transferee becomes a Substituted Member; (ii) pursuant to an exchange of all of its LLC Interest pursuant to an Exchange under Section 15.1 hereof and/or pursuant to any Unit Designation or (iii) the acquisition by the Managing Member of all of such Member’s LLC Interest. (b) Any Member who shall Transfer all of its Company Units in a Transfer (i) permitted pursuant to this Article 11 where such transferee was admitted as a Substituted Member, (ii) pursuant to the exercise of its rights to Exchange all of its OPEUs under Section 15.1 hereof and/or pursuant to any Unit Designation or (iii) to the Managing Member, shall cease to be a Member. (c) If any Company Unit is Transferred in compliance with the provisions of this Article 11, or is Exchanged by the Company pursuant to Section 15.1 hereof, on any day other than the first (1st) day of a Company Year, then Net Income, Net Losses, each item thereof and all other items of income, gain, loss, deduction and credit attributable to such Company Unit for such Company Year shall be allocated to the transferor Member and, in the case of a Transfer other than an Exchange, to the transferee Member, by taking into account their varying interests during the Company Year in accordance with Code Section 706(d), using the “interim closing of the books” method or another permissible method selected by the Managing Member in its sole and absolute discretion. The Members hereby agree that any such selection by the Managing Member is made by “agreement of the partners” within the meaning of Regulations Section 1.706-4(f). Solely for purposes of making such allocations, unless the Managing Member decides in its sole and absolute discretion to use another method permitted under the Code, each of such items for the calendar month in which a Transfer occurs shall be allocated to the transferee Member and none of such items for the calendar month in which a Transfer or Exchange occurs shall be allocated to the transferor Member if such Transfer occurs on or before the fifteenth (15th) day of the month, otherwise such items shall be allocated to the transferor. All distributions of Available Cash attributable to such Company Unit with respect to which the Company Record Date is before the date of such Transfer, assignment or Exchange shall be made to the transferor Member (as the case may be) and, in the case of a Transfer other than an Exchange, all distributions of Available Cash thereafter attributable to such Company Unit shall be made to the transferee Member. (d) In addition to any other restrictions on Transfer herein contained, in no event may any Transfer of an LLC Interest by any Member (including any acquisition of Company Units by

 
64 the Managing Member or any other acquisition of Company Units by the Company) be made: (i) to any Person who lacks the legal right, power or capacity to own an LLC Interest; (ii) in violation of applicable law; (iii) except with the Consent of the Managing Member, of any component portion of an LLC Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of an LLC Interest; (iv) in the event that such Transfer could cause either the Managing Member or any Managing Member Affiliate to cease to comply with the REIT Requirements or to cease to qualify as a “qualified REIT subsidiary” (within the meaning of Code Section 856(i)(2)); (v) except with the Consent of the Managing Member, if such Transfer could, based on the advice of counsel to the Company or the Managing Member, cause a termination of the Company for Federal or state income tax purposes (except as a result of the Exchange (or acquisition by the Managing Member) of all OPEUs); (vi) if such Transfer could, based on the advice of legal counsel to the Company or the Managing Member, cause the Company to cease to be classified as a partnership for federal income tax purposes (except as a result of the Exchange (or acquisition by the Managing Member) of all OPEUs); (vii) if such Transfer would cause the Company to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in ERISA Section 3(14)) or a “disqualified person” (as defined in Code Section 4975(c)) or result in a “prohibited transaction” (within the meaning of ERISA or the Code); (viii) if such Transfer could, based on the advice of legal counsel to the Company or the Managing Member, cause any portion of the assets of the Company to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.3- 101, as modified by Section 3(42) of ERISA; (ix) if such Transfer requires the registration of such LLC Interest pursuant to any applicable Federal or state securities laws; (x) except with the Consent of the Managing Member, if such Transfer could (A) be treated as effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code and the Regulations promulgated thereunder, (B) cause the Company to become a “publicly traded partnership,” as such term is defined in Sections 469(k)(2) or 7704(b) of the Code, or (C) cause the Company to fail to qualify for at least one of the Safe Harbors; (xi) if such Transfer causes the Company (as opposed to the Managing Member) to become a reporting company under the Exchange Act; or (xii) if such Transfer subjects the Company to regulation under the Investment Company Act of 1940, the Investment Advisers Act of 1940 or ERISA, each as amended. The Managing Member shall, in its sole discretion, be permitted to take all action necessary to prevent the Company from being classified as a “publicly traded partnership” under Code Section 7704. (e) Except as otherwise provided in a Unit Designation, Transfers pursuant to this Article 11 may only be made on the first (1st) day of a fiscal quarter of the Company, unless the Managing Member otherwise Consents. ARTICLE 12 ADMISSION OF MEMBERS Section 12.1 Admission of Successor Managing Member. A successor to all of the Managing Member’s Managing Member Interest pursuant to a Transfer permitted by Section 11.2 hereof who is proposed to be admitted as a successor Managing Member shall be admitted to the Company as the Managing Member, effective immediately upon such Transfer. Upon any such Transfer and the admission of any such transferee as a successor Managing Member in accordance with this Section 12.1, the transferor Managing Member shall be relieved of its obligations under

 
65 this Agreement and shall cease to be a managing member of the Company without any separate Consent of the Members or the consent or approval of any other Members. Any such successor Managing Member shall carry on the business and affairs of the Company without dissolution. In each case, the admission shall be subject to the successor Managing Member executing and delivering to the Company an acceptance of all of the terms and conditions of this Agreement and such other documents or instruments as may be required to effect the admission of such Person as a Managing Member. Upon any such Transfer, the transferee shall become the successor Managing Member for all purposes herein, and shall be vested with the powers and rights of the transferor Managing Member, and shall be liable for all obligations and responsible for all duties of the Managing Member. Concurrently with, and as evidence of, the admission of a successor Managing Member, the Managing Member shall update the Register and the books and records of the Company to reflect the name, address and number and classes and/or series of Company Units of such successor Managing Member. In the event that the Managing Member withdraws from the Company, or transfers its entire LLC Interest, in violation of this Agreement, or otherwise dissolves or terminates or ceases to be the Managing Member of the Company, a Majority in Interest of the Members may elect to continue the Company by selecting a successor managing member in accordance with Section 13.1(a) hereof. Section 12.2 Admission of Additional Members. (a) A Person (other than an existing Member) who makes a Capital Contribution to the Company in exchange for Company Units after the Effective Date and in accordance with this Agreement shall be admitted to the Company as an Additional Member only upon furnishing to the Managing Member (i) evidence of acceptance, in form and substance satisfactory to the Managing Member, of all of the terms and conditions of this Agreement, including, without limitation, the power of attorney granted in Section 2.4 hereof, (ii) a counterpart signature page to this Agreement executed by such Person and (iii) such other documents or instruments as the Managing Member may require in its sole and absolute discretion in order to effect such Person’s admission as an Additional Member. Concurrently with, and as evidence of, the admission of an Additional Member, the Managing Member shall update the Register and the books and records of the Company to reflect the name, address and number and classes and/or series of Company Units of such Additional Member. (b) Notwithstanding anything to the contrary in this Section 12.2, no Person shall be admitted as an Additional Member without the Consent of the Managing Member. The admission of any Person as an Additional Member shall become effective on the date upon which the name of such Person is recorded on the books and records of the Company, following the Consent of the Managing Member to such admission and the satisfaction of all the conditions set forth in Section 12.2(a). (c) If any Additional Member is admitted to the Company, or if an existing Member acquires an additional LLC Interest, on any day other than the first (1st) day of a Company Year, then Net Income, Net Losses, each item thereof and all other items of income, gain, loss, deduction and credit allocable among Holders for such Company Year shall be allocated among such Member and all other Holders by taking into account their varying interests during the Company Year in accordance with Code Section 706(d), using the “interim closing of the books” method or another permissible method selected by the Managing Member. The Members hereby agree that

 
66 any such selection by the Managing Member is made by “agreement of the partners” within the meaning of Regulations Section 1.706-4(f). Solely for purposes of making such allocations, each of such items for the calendar month in which an admission of any Additional Members occurs shall be allocated among all the Holders including such Additional Members, in accordance with the principles described in Section 11.6(c) hereof. All distributions of Available Cash with respect to which the Company Record Date is before the date of such admission shall be made solely to Members and Assignees other than the Additional Member, if any, and all distributions of Available Cash thereafter shall be made to all the Members and Assignees including such Additional Member. (d) Any Additional Member admitted to the Company that is an Affiliate of the Managing Member shall be deemed to be a “Managing Member Affiliate” hereunder and shall be reflected as such on the Register and the books and records of the Company. Section 12.3 Amendment of Agreement and Certificate of Formation. For the admission to the Company of any Member, the Managing Member shall take all steps necessary and appropriate under the Act to update the Register, amend the records of the Company and, if necessary, to prepare as soon as practical an amendment of this Agreement and, if required by law, shall prepare and file an amendment to the Certificate and may for this purpose exercise the power of attorney granted pursuant to Section 2.4 hereof. Section 12.4 Limit on Number of Members. Unless otherwise permitted by the Managing Member in its sole and absolute discretion, no Person shall be admitted to the Company as an Additional Member if the effect of such admission would be to cause the Company to have a number of Members that would cause the Company to become a reporting company under the Exchange Act. Section 12.5 Admission. A Person shall be admitted to the Company as a member of the Company or a managing member of the Company only upon strict compliance, and not upon substantial compliance, with the requirements set forth in this Agreement for admission to the Company as a Member or a Managing Member. ARTICLE 13 DISSOLUTION, LIQUIDATION AND TERMINATION Section 13.1 Dissolution. The Company shall not be dissolved by the admission of Substituted Members or Additional Members or by the admission of a successor Managing Member in accordance with the terms of this Agreement. Upon the withdrawal of the Managing Member, any successor Managing Member shall continue the business and affairs of the Company without dissolution. However, the Company shall dissolve, and its affairs shall be wound up, upon the first to occur of any of the following (each a “Liquidating Event”): (a) at any time that there are no Members, unless the business of the Company is continued in accordance with the Act; (b) an election to dissolve the Company made by the Managing Member in its sole and absolute discretion, with or without the Consent of the Managing Member and Members; or

 
67 (c) entry of a decree of judicial dissolution of the Company pursuant to Section 18-802 of the Act. Section 13.2 Winding Up. (a) Upon the occurrence of a Liquidating Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and the Holders. After the occurrence of a Liquidating Event, no Holder shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs. The Managing Member (or, in the event that there is no remaining Managing Member or the Managing Member has dissolved, become bankrupt within the meaning of the Act or ceased to operate, any Person elected by a Majority in Interest of the Members (the Managing Member or such other Person being referred to herein as the “Liquidator”)) shall be responsible for overseeing the winding up and dissolution of the Company and shall take full account of the Company’s liabilities and property, and the Company property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the Managing Member), include units in the Managing Member shall be applied and distributed in the following order: (i) First, to the satisfaction of all of the Company’s debts and liabilities to creditors other than the Holders (whether by payment or the making of reasonable provision for payment thereof); (ii) Second, to the satisfaction of all of the Company’s debts and liabilities to the Managing Member (whether by payment or the making of reasonable provision for payment thereof), including, but not limited to, amounts due as reimbursements under Section 7.4 hereof; (iii) Third, to the satisfaction of all of the Company’s debts and liabilities to the other Holders (whether by payment or the making of reasonable provision for payment thereof); and (iv) Fourth, to the Members in accordance with Article 5 and any Unit Designation. The Managing Member shall not receive any additional compensation for any services performed pursuant to this Article 13 other than reimbursement of its expenses as set forth in Section 7.4. (b) Notwithstanding the provisions of Section 13.2(a) hereof that require liquidation of the assets of the Company, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Company, the Liquidator determines that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss to the Holders, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Company (including to those Holders as creditors) and/or distribute to the Holders, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof, undivided interests in such Company assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only

 
68 if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Holders, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) If any Holder has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), except as otherwise agreed to by such Holder, such Holder shall have no obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Company or to any other Person for any purpose whatsoever. (d) In the sole and absolute discretion of the Managing Member or the Liquidator, a pro rata portion of the distributions that would otherwise be made to the Holders pursuant to this Article 13 may be: (i) distributed to a trust established for the benefit of the Managing Member and the Holders for the purpose of liquidating Company assets, collecting amounts owed to the Company, and paying any contingent or unforeseen liabilities or obligations of the Company or of the Managing Member arising out of or in connection with the Company and/or Company activities. The assets of any such trust shall be distributed to the Holders, from time to time, in the discretion of the Managing Member, in the same proportions and amounts as would otherwise have been distributed to the Holders pursuant to this Agreement; or (ii) withheld or escrowed to provide a reasonable reserve for Company liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Company, provided that such withheld or escrowed amounts shall be distributed to the Holders in the manner and order of priority set forth in Section 13.2(a) hereof as soon as practicable. (e) The provisions of Section 7.8 hereof shall apply to any Liquidator appointed pursuant to this Article 13 as though the Liquidator were the Managing Member of the Company. Section 13.3 Deemed Contribution and Distribution. Notwithstanding any other provision of this Article 13, in the event that the Company is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), but no Liquidating Event has occurred, the Company’s Property shall not be liquidated, the Company’s liabilities shall not be paid or discharged and the Company’s affairs shall not be wound up. Instead, for federal income tax purposes the Company shall be deemed to have contributed all of its assets and liabilities to a new partnership in exchange for an interest in the new partnership; and immediately thereafter, distributed Company Units to the Members in the new partnership in accordance with their respective Capital Accounts in liquidation of the Company, and the new partnership is deemed to continue the business of the Company. Nothing in this Section 13.3 shall be deemed to have constituted a Transfer to an

 
69 Assignee as a Substituted Member without compliance with the provisions of Section 11.4 or Section 13.3 hereof. Section 13.4 Rights of Holders. Except as otherwise provided in this Agreement and subject to the rights of any Holder of any LLC Interest set forth in a Unit Designation, (a) each Holder shall look solely to the assets of the Company for the return of its Capital Contribution, (b) no Holder shall have the right or power to demand or receive property other than cash from the Company and (c) no Holder shall have priority over any other Holder as to the return of its Capital Contributions, distributions or allocations. Section 13.5 Notice of Dissolution. In the event that a Liquidating Event occurs or an event occurs that would, but for an election or objection by one or more Members pursuant to Section 13.1 hereof, result in a dissolution of the Company, the Managing Member or Liquidator shall, within thirty (30) days thereafter, provide written notice thereof to each Holder and, in the Managing Member’s or Liquidator’s sole and absolute discretion or as required by the Act, to all other parties with whom the Company regularly conducts business (as determined in the sole and absolute discretion of the Managing Member or Liquidator), and the Managing Member or Liquidator may, or, if required by the Act, shall, publish notice thereof in a newspaper of general circulation in each place in which the Company regularly conducts business (as determined in the sole and absolute discretion of the Managing Member or Liquidator). Section 13.6 Certificate of Cancellation. Upon the completion of the liquidation of the Company cash and property as provided in Section 13.2 hereof, the Company shall be terminated, a Certificate of Cancellation shall be filed with the Office of the Secretary of State of Delaware under the Act, all qualifications of the Company as a foreign limited liability company or association in jurisdictions other than the State of Delaware shall be cancelled, and such other actions as may be necessary to terminate the Company shall be taken. Section 13.7 Reasonable Time for Winding-Up. A reasonable time shall be allowed for the orderly winding-up of the business and affairs of the Company and the liquidation of its assets pursuant to Section 13.2 hereof, in order to minimize any losses otherwise attendant upon such winding-up, and the provisions of this Agreement shall remain in effect between and among the Members during the period of liquidation; provided, however, reasonable efforts shall be made to complete such winding-up within twenty-four (24) months after the adoption of a plan of liquidation of the Managing Member, as provided in Section 562(b)(1)(B) of the Code, if necessary, in the sole and absolute discretion of the Managing Member. ARTICLE 14 PROCEDURES FOR ACTIONS AND CONSENTS OF MEMBERS; AMENDMENTS; MEETINGS Section 14.1 Procedures for Actions and Consents of Members. The actions requiring Consent of any Member or Members pursuant to this Agreement, including Section 7.3 hereof, or otherwise pursuant to applicable law, are subject to the procedures set forth in this Article 14. Section 14.2 Amendments. Amendments to this Agreement may be proposed by the Managing Member or by Members holding twenty-five percent (25%) or more of the LLC Interests

 
70 held by Members and, except as set forth in Section 7.3(b) and Section 7.3(c) and subject to Section 7.3(d) and the rights of any Holder of any LLC Interest set forth in a Unit Designation, shall be approved by the Consent of the Managing Member and Members. Amendments to a Unit Designation may also be proposed and approved in the manner set forth in the Unit Designation without complying with the foregoing. Following such proposal, the Managing Member shall submit to the Members entitled to vote thereon any proposed amendment that, pursuant to the terms of this Agreement, requires the consent, approval or vote of such Members. The Managing Member shall seek the consent, approval or vote of the Members entitled to vote thereon on any such proposed amendment in accordance with Section 14.3 hereof. Upon obtaining any such Consent, or any other Consent required by this Agreement, and without further action or execution by any other Person, including any Member, (a) any amendment to this Agreement may be implemented and reflected in a writing executed solely by the Managing Member, and (b) the Members shall be deemed a party to and bound by such amendment of this Agreement. For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement, this Agreement may not be amended without the Consent of the Managing Member. Section 14.3 Actions and Consents of the Members. (a) Meetings of the Members may be called only by the Managing Member to transact any business that the Managing Member determines. The call shall state the nature of the business to be transacted. Notice of any such meeting shall be given to all Members entitled to act at the meeting not less than seven (7) days nor more than sixty (60) days prior to the date of such meeting. Members may vote in person or by proxy at such meeting. Unless approval by a different number or proportion of the Members is required by this Agreement, the affirmative vote of Members holding a majority of the Percentage Interests held by the Members entitled to act on any proposal shall be sufficient to approve such proposal at a meeting of the Members. Whenever the vote, consent or approval of Members is permitted or required under this Agreement, such vote, consent or approval may be given at a meeting of Members or in accordance with the procedure prescribed in Section 14.3(b) hereof. (b) Any action requiring the Consent of any Member or group of Members pursuant to this Agreement or that is required or permitted to be taken at a meeting of the Members may be taken without a meeting if a consent in writing or by electronic transmission setting forth the action so taken or consented to is given by Members whose affirmative vote would be sufficient to approve such action or provide such Consent at a meeting of the Members. Such consent may be in one instrument or in several instruments, and shall have the same force and effect as the affirmative vote of such Members at a meeting of the Members. Such consent shall be filed with the Managing Member. An action so taken shall be deemed to have been taken at a meeting held on the effective date so certified. For purposes of obtaining a Consent in writing or by electronic transmission, the Managing Member may require a response within a reasonable specified time, but not less than fifteen (15) days, and failure to respond in such time period shall constitute a Consent that is consistent with the Managing Member’s recommendation with respect to the proposal; provided, however, that an action shall become effective at such time as requisite Consents are received even if prior to such specified time. (c) Each Member entitled to act at a meeting of the Members may authorize any Person or Persons to act for it by proxy on all matters in which a Member is entitled to participate,

 
71 including waiving notice of any meeting, or voting or participating at a meeting. Each proxy must be signed by the Member or its attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy (or there is receipt of a proxy authorizing a later date). Every proxy shall be revocable at the pleasure of the Member executing it, such revocation to be effective upon the Company’s receipt of written notice of such revocation from the Member executing such proxy, unless such proxy states that it is irrevocable and is coupled with an interest. (d) The Managing Member may set, in advance, a record date for the purpose of determining the Members (i) entitled to Consent to any action, (ii) entitled to receive notice of or vote at any meeting of the Members or (iii) in order to make a determination of Members for any other proper purpose. Such date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than ninety (90) days and, in the case of a meeting of the Members, not less than five (5) days, before the date on which the meeting is to be held or Consent is to be given. If no record date is fixed, the record date for the determination of Members entitled to notice of or to vote at a meeting of the Members shall be at the close of business on the day on which the notice of the meeting is sent, and the record date for any other determination of Members shall be the effective date of such Member action, distribution or other event. When a determination of the Members entitled to vote at any meeting of the Members has been made as provided in this section, such determination shall apply to any adjournment thereof. (e) Each meeting of Members shall be conducted by the Managing Member or such other Person as the Managing Member may appoint pursuant to such rules for the conduct of the meeting as the Managing Member or such other Person deems appropriate in its sole and absolute discretion. Without limitation, meetings of Members may be conducted in the same manner as meetings of the Managing Member’s stockholders and may be held at the same time as, and as part of, the meetings of the Managing Member’s stockholders. ARTICLE 15 GENERAL PROVISIONS Section 15.1 Exchange of OPEUs for OP Common Units. At any time after July 24, 2026: (a) Each holder of OPEUs shall have the right (subject to the terms and conditions set forth herein) to require the Managing Member to exchange all or any number of the OPEUs held by such holder (OPEUs that have been tendered for exchange herein referred to as “Exchanged Units”) for OP Common Units in the Managing Member (an “Exchange”). Any Exchange shall be exercised pursuant to a Notice of Exchange delivered to the Managing Member by a holder of OPEUs when exercising the Exchange right (such holder, the “Contributing Holder”). In order to effect such Exchange, the Exchanged Units shall be deemed to be contributed in-kind to the Managing Member by the Contributing Holder effective upon the Specified Exchange Date in exchange for the deemed issuance to the Contributing Holder by the Managing Member of a number of OP Common Units equal to the OP Common Units Amount; and upon the making of such contribution the Managing Member shall issue such OP Common Units to such Contributing Holder. The Managing Member may elect to cause the Specified Exchange Date to be delayed for up to fifteen (15) Business Days to the extent required for the Managing Member to cause additional OP Common Units to be issued. The Contributing Holder shall submit such written

 
72 representations, investment letters, legal opinions or other instruments necessary, in the Managing Member’s view, to effect compliance with the Securities Act. A number of OP Common Units equal to the OP Common Units Amount shall be issued to the Contributing Holder by the Managing Member as duly authorized, validly issued, fully paid (to the extent required under this Agreement) and, to the extent applicable, non-assessable OP Common Units upon the Exchange and, if applicable, free of any pledge, lien, encumbrance or restriction, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding any delay in such issuance or the recording thereof in the Managing Member’s register, the Contributing Holder shall be deemed the owner of such OP Common Units for all purposes, including, without limitation, rights to vote or consent, receive dividends, and exercise all rights, as of the Specified Exchange Date. OP Common Units issued in any Exchange may contain such legends regarding restrictions under the Securities Act and applicable state securities laws as the Managing Member determines to be necessary or advisable in order to ensure compliance with such laws. (b) Notwithstanding anything herein to the contrary, with respect to any Exchange pursuant to this Section 15.1: (i) All OPEUs deemed received by the Managing Member pursuant to Section 15.1(a) hereof shall automatically, and without further action required, be reclassified into and deemed to be a Managing Member Interest comprised of the same number of Company Common Units. (ii) If the Specified Exchange Date occurs during the period after the Company Record Date with respect to a distribution and before the record date established by the Managing Member for a distribution to its partners of some or all of its portion of such Company distribution, the Contributing Holder shall pay to the Managing Member on the Specified Exchange Date an amount in cash equal to the portion of the Company distribution in respect of the Exchange OPEUs insofar as such distribution relates to the same period for which the Contributing Holder would receive a duplicative distribution in respect of such OP Common Units. (iii) The deemed receipt of OPEUs by the Managing Member in any Exchange shall be subject to the expiration or termination of the applicable waiting period, if any, under the Hart-Scott-Rodino Act, and if any such period would expire or terminate after the Specified Exchange Date, the Specified Exchange Date shall instead be the Business Day after the expiration or termination of such applicable waiting period. (iv) The Contributing Holder shall continue to own all OPEUs subject to any Exchange, and be treated as a Member or an Assignee, as applicable, with respect to such OPEUs for all purposes of this Agreement, until the Specified Exchange Date. The Contributing Holder shall have no rights as a partner of the Managing Member with respect to the OP Common Units until the Specified Exchange Date. Section 15.2 Addresses and Notice. Any notice, demand, request or report required or permitted to be given or made to a Member or Assignee under this Agreement shall be in writing and shall be deemed given or made when delivered in person or when sent by first class United States mail or by other means of written or electronic communication (including by telecopy,

 
73 facsimile, electronic mail or commercial courier service) to the Member, or Assignee at the address set forth in the Register or such other address of which the Member shall notify the Managing Member in accordance with this Section 15.2. Section 15.3 Titles and Captions. All article or section titles or captions in this Agreement are for convenience only. They shall not be deemed part of this Agreement and in no way define, limit, extend or describe the scope or intent of any provisions hereof. Except as specifically provided otherwise, references to “Articles” or “Sections” are to Articles and Sections of this Agreement. Section 15.4 Pronouns and Plurals. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. Section 15.5 Further Action. The parties shall execute and deliver all documents, provide all information and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement. Section 15.6 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives and permitted assigns. Section 15.7 Waiver. (a) No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach or any other covenant, duty, agreement or condition. (b) The restrictions, conditions and other limitations on the rights and benefits of the Members contained in this Agreement, and the duties, covenants and other requirements of performance or notice by the Members, are for the benefit of the Company and, except for an obligation to pay money to the Company, may be waived or relinquished by the Managing Member, in its sole and absolute discretion, on behalf of the Company in one or more instances from time to time and at any time; provided, however, that any such waiver or relinquishment may not be made if it would have the effect of (i) creating liability for any other Member, (ii) causing the Company to cease to qualify as a limited liability company, (iii) reducing the amount of cash otherwise distributable to the Members (other than any such reduction that affects all of the Members holding the same class or series of Company Units on a uniform or pro rata basis, if approved by a Majority in Interest of the Members holding such class or series of Company Units), (iv) resulting in the classification of the Company as an association or publicly traded partnership taxable as a corporation or (v) violating the Securities Act, the Exchange Act or any state “blue sky” or other securities laws; and provided, further, that any waiver relating to compliance with restrictions in the OP Agreement shall be made and shall be effective only as provided in the OP Agreement. Section 15.8 Counterparts. This Agreement may be executed in counterparts, all of which together shall constitute one agreement binding on all the parties hereto, notwithstanding

 
74 that all such parties are not signatories to the original or the same counterpart. Each party shall become bound by this Agreement immediately upon affixing its signature hereto. Section 15.9 Applicable Law; Consent to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of law. In the event of a conflict between any provision of this Agreement and any non-mandatory provision of the Act, the provisions of this Agreement shall control and take precedence. (b) Each Member hereby (i) submits to the non-exclusive jurisdiction of any state or federal court sitting in the State of Delaware (collectively, the “Delaware Courts”), with respect to any dispute arising out of this Agreement or any transaction contemplated hereby to the extent such courts would have subject matter jurisdiction with respect to such dispute, (ii) irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of any of the Delaware Courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, or that the venue of the action is improper, (iii) agrees that notice or the service of process in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be properly served or delivered if delivered to such Member at such Member’s last known address as set forth in the Company’s books and records, and (iv) irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement or the transactions contemplated hereby. Section 15.10 Entire Agreement. This Agreement, including the Exhibits hereto, contains all of the understandings and agreements between and among the Members with respect to the subject matter of this Agreement and the rights, interests and obligations of the Members with respect to the Company. Notwithstanding the immediately preceding sentence, the Members hereby acknowledge and agree that the Managing Member, without the approval of any Member, may enter into side letters or similar written agreements with Members that are not Affiliates of the Managing Member, executed contemporaneously with the admission of such Member to the Company, affecting the terms hereof, as negotiated with such Member and which the Managing Member in its sole discretion deems necessary, desirable or appropriate. The parties hereto agree that any terms, conditions or provisions contained in such side letters or similar written agreements with a Member shall govern with respect to such Member notwithstanding the provisions of this Agreement. Section 15.11 Invalidity of Provisions. If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby. Section 15.12 No Partition. No Member nor any successor-in-interest to a Member shall have the right while this Agreement remains in effect to have any property of the Company partitioned, or to file a complaint or institute any proceeding at law or in equity to have such property of the Company partitioned, and each Member, on behalf of itself and its successors and assigns hereby waives any such right. It is the intention of the Members that the rights of the parties hereto and their successors-in-interest to Company property, as among themselves, shall be

 
75 governed by the terms of this Agreement, and that the rights of the Members and their respective successors-in-interest shall be subject to the limitations and restrictions as set forth in this Agreement. Section 15.13 No Third-Party Rights Created Hereby. The provisions of this Agreement are solely for the purpose of defining the interests of the Holders, inter se; and no other Person (i.e., a party who is not a signatory hereto or a permitted successor to such signatory hereto) shall have any right, power, title or interest by way of subrogation or otherwise, in and to the rights, powers, title and provisions of this Agreement. No creditor or other third party having dealings with the Company (other than as expressly provided herein with respect to Indemnitees) shall have the right to enforce the right or obligation of any Member to make Capital Contributions or loans to the Company or to pursue any other right or remedy hereunder or at law or in equity. None of the rights or obligations of the Members herein set forth to make Capital Contributions or loans to the Company shall be deemed an asset of the Company for any purpose by any creditor or other third party, nor may any such rights or obligations be sold, transferred or assigned by the Company or pledged or encumbered by the Company to secure any debt or other obligation of the Company or any of the Members. Section 15.14 No Rights as Unitholders. Nothing contained in this Agreement shall be construed as conferring upon the Holders of Company Units any rights whatsoever as unitholders of the Managing Member, including without limitation any right to receive dividends or other distributions made to unitholders of the Managing Member or to vote or to consent or receive notice as unitholders in respect of any meeting of unitholders for the election of directors of the Managing Member or any other matter. Section 15.15 REIT Subsidiary Ownership Restrictions. (a) Ownership Limitations. During the period commencing on the REIT Qualification Date and prior to the Restriction Termination Date: (i) Basic Restrictions. (A) (1) No Person, other than an Excepted Holder, shall Beneficially Own or Constructively Own LLC Interests in excess of the REIT Subsidiary Ownership Limit, and (2) No Excepted Holder shall Beneficially Own or Constructively Own LLC Interests in excess of the Excepted Holder Limit for such Excepted Holder. (B) No Person shall Beneficially Own or Constructively Own LLC Interests to the extent that such Beneficial Ownership or Constructive Ownership would result in any REIT Subsidiary being “closely held” within the meaning of Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year), or otherwise failing to qualify as a REIT (including Beneficial Ownership or Constructive Ownership that would result in any REIT Subsidiary actually owning or constructively owning, determined in accordance with Sections 856(d)(2)(B) and 856(d)(5) of the Code, an interest in a tenant that

 
76 is described in Section 856(d)(2)(B) of the Code if the income derived by the REIT Subsidiary from such tenant would cause the REIT Subsidiary to fail to satisfy any of the gross income requirements of Section 856(c) of the Code). (ii) Transfer in Trust. If any event occurs or has occurred, or any transfer of LLC Interests is about to occur, which, if effective, would result in any Person Beneficially Owning or Constructively Owning LLC Interests in violation of Section 15.15(a)(i)(A) or Section 15.15(a)(i)(B): (A) Then the LLC Interests the Beneficial Ownership or Constructive Ownership of which otherwise would cause such Person to violate Section 15.15(a)(i)(A) or Section 15.15(a)(i)(B) shall be automatically transferred to a Trust for the exclusive benefit of one or more Charitable Beneficiaries, as described in Section 15.15(i), effective as of the close of business on the Business Day immediately prior to the date of such transfer, and such Person shall acquire no rights in such LLC Interests; or (B) If the transfer to the Trust described in Section 15.15(a)(ii)(A) would not be effective for any reason to prevent the violation of Section 15.15(a)(i)(A) or Section 15.15(a)(i)(B), then the transfer of the LLC Interests that otherwise would cause any Person to violate Section 15.15(a)(i)(A) or Section 15.15(a)(i)(B) shall be void ab initio, and the intended transferee shall acquire no rights in such LLC Interests. (C) In determining which LLC Interests are to be transferred to a Trust in accordance with this Section 15.15(a)(ii) and Section 15.15(i) hereof, LLC Interests shall be so transferred to a Trust in such manner as minimizes the aggregate value of the LLC Interests that are transferred to the Trust (except as provided in Section 15.15(f)) and, to the extent not inconsistent therewith, on a pro rata basis. (D) To the extent that, upon a transfer of LLC Interests pursuant to this Section 15.15(a)(ii), a violation of any provision of Section 15.15(a)(i) would nonetheless be continuing, then LLC Interests shall be transferred to that number of Trusts, each having a Trustee and a Charitable Beneficiary or Charitable Beneficiaries that are distinct from those of each other Trust, such that there is no violation of any provision of Section 15.15(a)(i) hereof. (b) Remedies for Breach. If the Managing Member shall at any time determine in good faith that a transfer or other event has taken place that results in a violation of Section 15.15(a) or that a Person intends to acquire or has attempted to acquire Beneficial Ownership or Constructive Ownership of any LLC Interests in violation of Section 15.15(a) (whether or not such violation is intended), the Managing Member shall take such action as it deems advisable to refuse to give effect to or to prevent such transfer or other event, including refusing to give effect to such transfer

 
77 pursuant to this Agreement or in the records of the Company, or instituting proceedings to enjoin such transfer or other event; provided, however, that any transfer or attempted transfer or other event in violation of Section 15.15(a) shall automatically result in the transfer to the Trust described above, and, where applicable, such transfer (or other event) shall be void ab initio as provided above irrespective of any action (or non-action) by the Managing Member. (c) Notice of Restricted Transfer. Any Person that acquires or attempts or intends to acquire Beneficial Ownership or Constructive Ownership of LLC Interests that will or may violate Section 15.15(a)(i) or any Person that would have owned LLC Interests that resulted in a transfer to the Trust pursuant to the provisions of Section 15.15(a)(ii) shall immediately give written notice to the Company of such event or, in the case of such a proposed or attempted transaction, give at least 15 days prior written notice, and shall provide to the Company such other information as the Company may request in order to determine the effect, if any, of such transfer on any REIT Subsidiary’s status as a REIT. (d) Owners Required To Provide Information. From the REIT Qualification Date and prior to the Restriction Termination Date: (i) Each Person that owns LLC Interests shall, within a reasonable time after demand, provide to the Company the name and address of such owner, the LLC Interests Beneficially Owned, a description of the manner in which such LLC Interests are held, and such additional information as the Company may request in order to determine the effect, if any, of such Beneficial Ownership on any REIT Subsidiary’s status as a REIT or Domestically Controlled Qualified Investment Entity, or to ensure compliance with the REIT Subsidiary Ownership Limit; and (ii) Each Person that is a Beneficial Owner or Constructive Owner of LLC Interests and each Person that holds LLC Interests for a Beneficial Owner or Constructive Owner shall, within a reasonable time after demand, provide to the Company such information as the Company may request in order to determine any REIT Subsidiary’s status as a REIT or Domestically Controlled Qualified Investment Entity, to comply with the requirements of any taxing authority or governmental authority or to determine such compliance, or to ensure compliance with the REIT Subsidiary Ownership Limit. (e) Remedies Not Limited. Nothing contained in this Section 15.15 shall limit the authority of the Managing Member to take such other action as it deems necessary or advisable to protect any REIT Subsidiary’s status as a REIT or to assist the Company, any REIT Subsidiary and their owners in preserving the REIT Subsidiary’s status as a REIT. (f) Ambiguity. In the case of an ambiguity in the application of any of the provisions of this Section 15.15, or any definition contained in this Agreement, the Managing Member shall have the power to determine the application of the provisions of this Section 15.15 or any such definition with respect to any situation based on the facts known to it. In the event this Section 15.15 requires an action by the Managing Member and this Agreement fails to provide specific guidance with respect to such action, the Managing Member shall determine the action to be taken so long as such action is not contrary to the provisions of this Agreement. If a Person would have (but for the remedies set forth in this Section 15.15) acquired Beneficial Ownership or

 
78 Constructive Ownership of LLC Interests in violation of Section 15.15(a), such remedies (as applicable) shall apply first to the LLC Interests which, but for such remedies, would have been actually owned by such Person, and second to LLC Interests which, but for such remedies, would have been Beneficially Owned or Constructively Owned (but not actually owned) by such Person, pro rata among the Persons who actually own such LLC Interests based upon the relative number of the LLC Interests held by each such Person. (g) Exceptions and Cooperation. (i) The Managing Member, in its sole and absolute discretion, may exempt (prospectively or retroactively) a Person from the limits set forth in Section 15.15(a)(i)(A), or may establish or increase an Excepted Holder Limit for such Person, if the Managing Member determines, based on such representations and undertakings from such Person to the extent required by the Managing Member and as are reasonably necessary to ascertain that such exemption will not cause such Person to violate Section 15.15(a)(i)(B). (ii) The Members, the Managing Member and the Company agree that, in the event any Member would like to modify its Excepted Holder Limit, the Members, the Managing Member and the Company shall reasonably cooperate to amend such Excepted Holder Limit; provided, however, that such cooperation shall not require the Company, the Managing Member or any Member to agree to allow any REIT Subsidiary to accrue gross income in a taxable year that does not qualify under Section 856(c)(2) of the Code in excess of 0.5% of the REIT Subsidiary’s gross income for such taxable year or take any action that could otherwise jeopardize the REIT Subsidiary’s status as a REIT. (iii) Subject to Section 15.15(a)(i)(B) and this Section 15.15(g)(iii), the Managing Member may from time to time increase (or decrease) the REIT Subsidiary Ownership Limit for one or more Persons and decrease (or increase) the REIT Subsidiary Ownership Limit for all other Persons. No decreased REIT Subsidiary Ownership Limit will be effective for any Person whose percentage of capital or profits interest in the Company is in excess of such decreased REIT Subsidiary Ownership Limit until such time as such Person’s percentage of capital or profits interest in the Company equals or falls below the decreased REIT Subsidiary Ownership Limit; provided, however, that any further acquisition of LLC Interests by any such Person (other than a Person for whom an exemption has been granted pursuant to Section 15.15(g)(i) or an Excepted Holder) in excess of the LLC Interests owned by such Person on the date the decreased REIT Subsidiary Ownership Limit became effective will be in violation of the REIT Subsidiary Ownership Limit. No increase to the REIT Subsidiary Ownership Limit may be approved if the new REIT Subsidiary Ownership Limit (taking into account any then-existing Excepted Holder Limits to the extent appropriate as determined by the Managing Member) would allow five or fewer Individuals to Beneficially Own, in the aggregate, more than 49.0% of the capital or profits interests in the Company. (h) Legend. Each certificate representing LLC Interests (if the LLC Interests are certificated) shall bear substantially the following legend, in addition to any other legends required by applicable law or otherwise deemed appropriate by the Managing Member in its sole discretion:

 
79 “The LLC Interests represented by this certificate are subject to restrictions on Beneficial Ownership and Constructive Ownership and transfer for the purpose of each REIT Subsidiary’s maintenance of its status as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”). Subject to certain further restrictions and except as expressly provided in the Company’s governing operating agreement, (i) no Person may Beneficially Own or Constructively Own in excess of a 9.8% capital interest or profits interest in the Company unless such Person is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable) and (ii) no Person may Beneficially Own or Constructively Own LLC Interests that would result in any REIT Subsidiary being “closely held” under Section 856(h) of the Code or otherwise cause the REIT Subsidiary to fail to qualify as a REIT. Any Person that Beneficially Owns or Constructively Owns or attempts to Beneficially Own or Constructively Own LLC Interests that cause or will cause a Person to Beneficially Own or Constructively Own LLC Interests in excess or in violation of the above limitations must immediately notify the Company. If any of the restrictions on transfer or ownership are violated, the LLC Interests, or a portion thereof, represented hereby will be automatically transferred to a Trustee of a Trust for the exclusive benefit of one or more Charitable Beneficiaries. Furthermore, upon the occurrence of certain events, attempted transfers in violation of the restrictions described above may be void ab initio. All capitalized terms in this legend and not defined in this legend have the meanings set forth in the Company’s governing operating agreement, as the same may be amended from time to time, a copy of which, including the restrictions on transfer and ownership, will be furnished to each holder of LLC Interests on request and without charge. Requests for such a copy may be directed to the Company at its principal office.” Instead of the foregoing legend, any certificate may state that the Company will furnish a full statement about certain restrictions on transferability to a Member on request and without charge (i) Transfer of Interests in Trust. (i) Ownership in Trust. Upon any purported transfer or other event described in Section 15.15(a)(ii) that would result in a transfer of LLC Interests to a Trust, such LLC Interests shall be deemed to have been transferred to the Trustee as trustee of a Trust for the exclusive benefit of one or more Charitable Beneficiaries. Such transfer to the Trustee shall be deemed to be effective as of the close of business on the Business Day immediately prior to the purported transfer or other event that results in the transfer to the Trust pursuant to Section 15.15(a)(ii). The Trustee shall be appointed by the Company and shall be a

 
80 Person unaffiliated with the Company and any Prohibited Owner. Each Charitable Beneficiary shall be designated by the Company as provided in Section 15.15(i)(vi). (ii) Status of LLC Interests Held by the Trustee. LLC Interests held by the Trustee shall be issued and outstanding LLC Interests of the Company. The Prohibited Owner shall have no rights in LLC Interests held by the Trustee. The Prohibited Owner shall not benefit economically from ownership of any LLC Interests held in trust by the Trustee, shall have no rights to distributions and shall not possess any rights to vote or other rights attributable to the LLC Interests held in the Trust. (iii) Distribution and Voting Rights. The Trustee shall have all voting rights and rights to distributions with respect to LLC Interests held in the Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any distribution paid prior to the discovery by the Company that the LLC Interests have been transferred to the Trustee shall be paid by the recipient of such distribution to the Trustee upon demand and any distribution authorized but unpaid shall be paid when due to the Trustee. Any distribution so paid to the Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to LLC Interests held in the Trust and, subject to Maryland law, effective as of the date that the LLC Interests have been transferred to the Trustee, the Trustee shall have the authority (at the Trustee’s sole discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Company that the LLC Interests have been transferred to the Trustee and (ii) to recast such vote in accordance with the desires of the Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Company has already taken irreversible limited liability company action or other action, then the Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this Section 15.15, until the Company has received notification that LLC Interests have been transferred into a Trust, the Company shall be entitled to rely on its LLC Interest transfer and other records for purposes of determining Member entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of Members. (iv) Sale of LLC Interests by Trustee. Within twenty (20) days of receiving notice from the Company that the LLC Interests have been transferred to the Trust, the Trustee shall sell (subject to the remaining provisions of this Section 15.15) all of the LLC Interests transferred to the Trust to any other Person that is not a Prohibited Owner. Such LLC Interests shall be sold for such consideration and on such other terms as the Managing Member determines in its sole discretion. Upon such sale, the interest of the Charitable Beneficiary in the LLC Interests sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as provided in this Section 15.15(i)(iv). The Prohibited Owner shall receive an amount equal to (1) the lesser of (x) the price paid by the Prohibited Owner for the LLC Interests or, if the Prohibited Owner did not give value for the LLC Interests in connection with the event causing the LLC Interests to be held in the Trust (e.g., in the case of a gift, devise or other such transaction), the fair market value (as determined by the Managing Member in good faith) of the LLC Interests on the day of the event causing the LLC Interests to be held in the Trust and (y) the price received by the Trustee (net of any commissions and other

 
81 expenses of sale, including costs and expenses incurred by the Company, the Managing Member and their respective Affiliates) from the sale or other disposition of the LLC Interests held in the Trust, less (2) the aggregate amount of all of the Company’s expenses in connection with each of the purported transfer to the Prohibited Owner and the transfer by the Trust (including in each case, but not limited to, the legal and accounting fees incurred by the Company, the Managing Member and/or their respective Affiliates), which the Trustee will pay to the Company prior to any distribution of funds to the Prohibited Owner. The Trustee may also reduce the amount payable to the Prohibited Owner by the amount of distributions which have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Trustee pursuant to Section 15.15(i)(iii). Any net sales proceeds in excess of the amount payable to the Prohibited Owner shall be immediately paid to the Charitable Beneficiary. If, prior to the discovery by the Company that LLC Interests have been transferred to the Trustee, such LLC Interests are transferred by a Prohibited Owner, then (i) such LLC Interests shall be deemed to have been transferred on behalf of the Trust and (ii) to the extent that the Prohibited Owner received an amount for such LLC Interests that exceeds the amount that such Prohibited Owner was entitled to receive pursuant to this Section 15.15(i)(iv), such excess shall be paid to the Trustee upon demand. (v) Purchase Right in LLC Interests Transferred to the Trustee. LLC Interests transferred to the Trustee shall be deemed to have been offered for sale to the Company, or its designee, at a price equal to (1) the lesser of (x) the price in the transaction that resulted in such transfer to the Trust (or, in the case of a devise or gift, the fair market value (as determined by the Managing Member in good faith) at the time of such devise or gift) and (y) the fair market value (as determined by the Managing Member in good faith) on the date the Company, or its designee, accepts such offer, less (2) the aggregate amount of all of the expenses of the Company, the Managing Member and their respective Affiliates in connection with each of the purported transfer to the Prohibited Owner and the transfer by the Trust (including in each case, but not limited to, the legal and accounting fees incurred by the Company, the Managing Member and/or their respective Affiliates), which the Trustee will pay to the Company prior to any distribution of funds to the Prohibited Owner. The Company may also reduce the amount payable to the Prohibited Owner by the amount of distributions which have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Trustee pursuant to Section 15.15(i)(iii). The Company, or its designee, shall pay the amount of any such reduction to the Trustee for the benefit of the Charitable Beneficiary. The Company, or its designee, shall have the right to accept such offer until the Trustee has sold the LLC Interests held in the Trust pursuant to Section 15.15(i)(iv). Upon such a sale to the Company or its designee, the interest of the Charitable Beneficiary in the LLC Interests sold shall terminate and the Trustee shall distribute the net proceeds of the sale, after the deductions contemplated above, to the Prohibited Owner. (vi) Designation of Charitable Beneficiaries. By written notice to the Trustee, the Company shall designate one or more nonprofit organizations to be the Charitable Beneficiary of the interest in the Trust such that (i) the LLC Interests held in the Trust would not violate the restrictions set forth in Section 15.15(a)(i) in the hands of such Charitable Beneficiary and (ii) each such organization must be described in

 
82 Section 501(c)(3) of the Code and contributions to each such organization must be eligible for deduction under each of Sections 170(b)(1)(A), 2055 and 2522 of the Code. (vii) Facilitating Amendments at Managing Member’s Discretion. Notwithstanding anything to the contrary in this Agreement, in the event of any transfers to or by a Trust in accordance with this Section 15.15(i), the Managing Member shall be entitled, in its sole discretion and without the consent or agreement of any other Member, to make such amendments to this Agreement as it deems necessary from time to time in order to reflect that the Trust(s) or any subsequent transferees may not assume all of the obligations attaching to the subject LLC Interests, including the obligations to make Capital Contributions. (j) Enforcement. The Company is authorized specifically to seek equitable relief, including injunctive relief, to enforce the provisions of this Section 15.15. ARTICLE 16 LTIP TRACKING UNITS Section 16.1 Designation. A class of Company Units in the Company designated as the “LTIP Tracking Units” is hereby established. The number of LTIP Tracking Units that may be issued is not limited by this Agreement. Section 16.2 Adjustments. The Company shall maintain at all times a one-to-one correspondence between LTIP Tracking Units and Company Common Units for conversion, including, without limitation, complying with the following procedures. If an Adjustment Event occurs, then the Managing Member shall take any action reasonably necessary, including any amendment to this Agreement and/or any update to the Register adjusting the number of outstanding LTIP Tracking Units or subdividing or combining outstanding LTIP Tracking Units, in any case, to maintain a one-for-one conversion ratio between Company Common Units and LTIP Units. An “Adjustment Event” shall mean any of the following events: (i) the Company makes a distribution on all outstanding Company Common Units in Company Units, (ii) the Company subdivides the outstanding Company Common Units into a greater number of units or combines the outstanding Company Common Units into a smaller number of units, (iii) the Company issues any Company Units in exchange for its outstanding Company Common Units by way of a reclassification or recapitalization of its Company Common Units or (iv) any other non-recurring event or transaction that would, as determined by the Managing Member in its sole discretion, have the similar effect of diluting or expanding the rights or benefits (or potential benefits) intended to be conferred by outstanding LTIP Tracking Units. If more than one Adjustment Event occurs, any adjustment to the LTIP Tracking Units may be made only once using a single formula that takes into account each and every Adjustment Event as if all Adjustment Events occurred simultaneously. For the avoidance of doubt, the following shall not be Adjustment Events: (x) the issuance of Company Units in a financing, reorganization, acquisition or other similar business transaction, (y) the issuance of Company Units pursuant to any employee benefit or compensation plan or distribution reinvestment plan, or (z) the issuance of any Company Units to the Managing Member in respect of a Capital Contribution to the Company of proceeds from the sale of securities by the Managing Member. If the Company takes an action affecting the Company Common Units other than actions specifically described above as “Adjustment Events”

 
83 and in the opinion of the Managing Member such action would require an action to maintain the one-to-one correspondence described above, the Managing Member shall have the right to take such action, to the extent permitted by law, in such manner and at such time as the Managing Member, in its sole discretion, may determine to be reasonably appropriate under the circumstances to preserve the one-to-one correspondence described above. If an amendment is made to this Agreement adjusting the number of outstanding LTIP Tracking Units as herein provided, the Company shall promptly file in the books and records of the Company an officer’s certificate setting forth a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest error. Section 16.3 Distributions, Forfeitures, Redemptions and Conversions. It is intended that the LTIP Tracking Units that correspond to any Corresponding LTIP Units (i) permit the Managing Member to receive the same distributions at the same time from the Company in respect of such LTIP Tracking Units that the Managing Member needs to distribute to such Corresponding LTIP Units from time to time, (ii) be repurchased by the Company at the same time and for the same consideration that such Corresponding LTIP Units are repurchased by the Managing Member, (iii) be forfeited by the Managing Member at the same time as such Corresponding LTIP Units are forfeited by the holder thereof, (iv) be converted into Company Common Units at the same time the Corresponding LTIP Units are converted to OP Common Units and (v) be otherwise economically equivalent to such Corresponding LTIP Units. The Managing Member shall be permitted to make such distributions, repurchases, forfeitures, conversions, allocations and determinations under this Agreement, and to interpret or amend any provision of this Agreement, in each case as the Managing Member, in its sole discretion, determines are necessary or appropriate to give effect to the provisions of this Article 16. Section 16.4 Voting. Except as expressly provided in this Agreement, LTIP Tracking Units shall have the same voting rights as Company Common Units, with the LTIP Tracking Units voting together as a single class with the Company Common Units and having one vote per LTIP Tracking Unit. [Remainder of Page Left Blank Intentionally]

 
[Lineage Logistics Holdings, LLC Tenth Amended and Restated Operating Agreement – Signature Page] /s/ Michelle Domas /s/ Michelle Domas IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above. COMPANY: LINEAGE LOGISTICS HOLDINGS, LLC By: Lineage OP, LP Its: Managing Member By: Lineage, Inc. Its: General Partner By: Name: Michelle Domas Its: Treasurer MEMBERS: LINEAGE OP, LP By: Lineage, Inc. Its: General Partner By: Name: Michelle Domas Its: Treasurer

 
[Lineage Logistics Holdings, LLC Tenth Amended and Restated Operating Agreement – Signature Page] /s/ Adam Forste IN WITNESS WHEREOF, the parties hereto have executed this Agreement with effect as of the Effective Date. MEMBERS: BG MAVERICK, LLC By: Name: Adam Forste Its: Authorized Person

 
A-1 EXHIBIT A EXAMPLES REGARDING ADJUSTMENT FACTOR For purposes of the following examples, it is assumed that (a) the Adjustment Factor in effect on [ ] is 1.0 and (b) on [ ] (the “Company Record Date” for purposes of these examples), prior to the events described in the examples, there are 100 OP Units issued and outstanding. Example 1 On the Company Record Date, the Managing Member declares a distribution on its outstanding OP Units in OP Units. The amount of the distributions is one OP Units paid in respect of each OP Units owned. Pursuant to Paragraph (a) of the definition of “Adjustment Factor,” the Adjustment Factor shall be adjusted on the Company Record Date, effective immediately after the distribution is declared, as follows: 1.0 * 200/100 = 2.0 Accordingly, the Adjustment Factor after the stock distribution is declared is 2.0. Example 2 On the Company Record Date, the Managing Member distributes options to purchase OP Units to all holders of its OP Units. The amount of the distribution is one option to acquire one OP Unit in respect of each OP Unit owned. The strike price is $4.00 a unit. The Value of an OP Unit on the Company Record Date is $5.00 per unit. Pursuant to Paragraph (ii) of the definition of “Adjustment Factor,” the Adjustment Factor shall be adjusted on the Company Record Date, effective immediately after the options are distributed, as follows: 1.0 * (100 + 100)/(100 + [100 * $4.00/$5.00]) = 1.1111 Accordingly, the Adjustment Factor after the options are distributed is 1.1111. If the options expire or become no longer exercisable, then the retroactive adjustment specified in Paragraph (ii) of the definition of “Adjustment Factor” shall apply. Example 3 On the Company Record Date, the Managing Member distributes assets to all holders of its OP Units. The amount of the distribution is one asset with a fair market value (as determined by the Managing Member) of $1.00 in respect of each OP Unit owned. It is also assumed that the assets do not relate to assets received by the Managing Member pursuant to a pro rata distribution by the Company. The Value of an OP Unit on the Company Record Date is $5.00 a unit. Pursuant to Paragraph (iii) of the definition of “Adjustment Factor,” the Adjustment Factor shall be adjusted on the Company Record Date, effective immediately after the assets are distributed, as follows: 1.0 * $5.00/($5.00 - $1.00) = 1.25 Accordingly, the Adjustment Factor after the assets are distributed is 1.25.

 
B-1 EXHIBIT B NOTICE OF EXCHANGE To: Lineage Logistics Holdings, LLC 46500 Humboldt Drive Novi, Michigan 48377 The undersigned Member or Assignee hereby irrevocably tenders for Exchange [insert number] OPEUs in Lineage Logistics Holdings, LLC in accordance with (1) the terms of the Tenth Amended and Restated Operating Agreement of Lineage Logistics Holdings, LLC, dated as of December 31, 2024 (the “Agreement”), and (2) the Exchange rights referred to therein. The undersigned Member or Assignee: (a) agrees (i) that such uncertificated OPEUs will be deemed to have been surrendered at the closing of the Exchange and (ii) to furnish to the Managing Member, prior to the Specified Exchange Date, the documentation, instruments and information required under Section 15.1(a) of the Agreement; (b) directs that the number of OP Common Units deliverable upon the closing of such Exchange be issued to the undersigned Member or Assignee; (c) represents, warrants, certifies and agrees that: (i) the undersigned Member or Assignee is a Qualifying Party, (ii) the undersigned Member or Assignee has, and at the closing of the Exchange will have, good, marketable and unencumbered title to such OPEUs, free and clear of the rights or interests of any other person or entity, (iii) the undersigned Member or Assignee has, and at the closing of the Exchange will have, the full right, power and authority to surrender such OPEUs as provided herein, and (iv) the undersigned Member or Assignee has obtained the consent or approval of all persons and entities, if any, having the right to consent to or approve such surrender; and (d) acknowledges that it will continue to own such OPEUs until the Specified Exchange Date pursuant to Section 15.1(a) of the Agreement. All capitalized terms used herein and not otherwise defined shall have the same meaning ascribed to them respectively in the Agreement.

 
B-2 Dated: Name of Member or Assignee (Signature of Member or Assignee) (Street Address) (City) (State) (Zip Code)

 
EX-10.2 3 lineage-rctransitionagre.htm EX-10.2 lineage-rctransitionagre
Execution Version US-DOCS\164770306 TRANSITION AGREEMENT THIS TRANSITION AGREEMENT (this “Agreement”) is made and entered into as of October 31, 2025 and effective as of November 10, 2025 (such effective date, the “Transition Date”), by and between Lineage Logistics Services, LLC (the “Employer”, and together with Lineage, Inc. and Lineage Logistics Holdings, LLC (“LLH”), the “Company”), and Rob Crisci (“Executive”). Capitalized terms used but not defined herein have the meaning given to such terms in the Second Amended and Restated Employment Agreement, dated as of April 17, 2025, by and between the Employer, Lineage, Inc. (the “REIT”), LLH and Executive (as amended, the “Employment Agreement”). RECITALS A. The Company and Executive have previously entered into the Employment Agreement, pursuant to which Executive currently serves as Chief Financial Officer (“CFO”) of the Employer and the REIT. B. Effective as of the Transition Date, Executive and the Company mutually desire for Executive to resign from his position with the Company as CFO of the Employer and the REIT on the terms and conditions set forth herein and, in connection with and following Executive’s resignation, the Company wishes to secure the services of Executive, and Executive wishes to continue to serve as an employee of the Company in the role of Special Advisor to the CFO of the Company on the terms and conditions set forth herein. In consideration of the foregoing recitals, the mutual promises contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 1. Transition. Effective as of the Transition Date, (i) Executive shall resign as CFO and from all other officer and director roles held by Executive with the Company and its affiliates (as applicable) and (ii) except as otherwise provided in this Agreement, the Employment Agreement shall terminate, and neither the Company nor Executive shall have any further rights, interests or obligations thereunder. Notwithstanding the foregoing, the termination of the Employment Agreement shall not terminate or abridge the parties’ rights and obligations under (i) (A) that certain Proprietary Information, Inventions, Non-Solicitation Agreement, dated April 18, 2023 and (B) that certain Confidentiality Agreement, dated April 19, 2023, each with the Company or its affiliates (together, the “Restrictive Covenants Agreements”) and (ii) that certain Mutual Arbitration Policy, dated April 19, 2023, with the Company or its affiliates (the “Arbitration Agreement”), which rights and obligations shall survive such termination of the Employment Agreement and shall remain in full force and effect in accordance with their terms. Executive further agrees that Executive is and shall continue to be bound by and subject to the terms of the Company’s Policy for Recovery of Erroneously Awarded Compensation (the “Policy”) and compensation received by Executive may be subject to reduction, cancellation, forfeiture and/or recoupment to the extent necessary to comply with the Policy, notwithstanding any other agreement to the contrary.

 
2 2. Transition Services. a. General. Commencing on the Transition Date and ending on the Transition Services End Date (as defined below) (the “Transition Period”), Executive shall serve in the capacity of Special Advisor to the CFO of the Company and shall, at mutually convenient times, (i) assist with and facilitate the continuing transition of his former position as CFO to his successor, (ii) provide any reasonably requested additional transition support to the Company’s finance and accounting teams, and (iii) facilitate and support the fostering of a positive and collaborative environment in which the transition of Executive’s role can occur (the “Transition Services”). Executive shall provide the Transition Services to the Company at such time(s) and location(s) as are determined by the Company, consistent with Executive’s role. During the Transition Period, Executive shall comply with all applicable policies and procedures of the Company, as in effect from time to time (including, without limitation, travel and entertainment expense policies, technology use, operating guidelines, confidentiality, background check and work authorization policies and procedures). b. Transition-Related Compensation and Benefits. Subject to and conditioned upon (i) Executive taking all actions reasonably required to facilitate a successful transition for the new Chief Financial Officer and the finance and accounting teams through the Transition Date, (ii) Executive’s continued compliance with the Restrictive Covenants Agreements, and (iii) Executive’s execution and delivery of the First Release (as defined below), the Executive shall be eligible to earn the following compensation and benefits in respect of his employment during the Transition Period: i. Base Salary. During the Transition Period, Executive shall receive a base salary of $15,000 per week (the “Base Salary”), including for any partial week during the Transition Period. The Base Salary shall be paid in accordance with the Company’s customary payroll practices, as in effect from time to time, but no less often than monthly. ii. 2025 Annual Bonus. The Company shall pay to Executive an Annual Bonus for calendar year 2025, which is comprised of (x) a to-be-determined cash component, payment of which is conditioned upon Executive’s continued employment with the Company through the applicable payment date as set forth below, and (y) the performance-vesting restricted stock units granted to Executive on March 18, 2025, each based on actual performance determined in accordance with the applicable bonus plan or program maintained by the Company (or any of its affiliates) and, in the case of the performance-vesting restricted stock units, the applicable award agreement governing such performance-vesting restricted stock units (collectively, the “2025 Annual Bonus”). If earned, the cash component of the 2025 Annual Bonus shall be paid to Executive or settled, as applicable, on the date on which bonuses are paid or settled generally by the Company (or, as applicable, any of its affiliates) in respect of its similarly situated executives, and in any event no later than March 15, 2026. For the avoidance of doubt, to the extent earned, the 2025 Annual Bonus will not be subject to proration. iii. Continued Vesting of Equity Awards. The Executive’s equity-based awards under the Amended and Restated Lineage 2024 Incentive Award Plan (as amended, the “Plan”) and the Agreement of Limited Partnership of Lineage OP, LP (as amended, the “Partnership Agreement”), in each case as set forth on Annex A attached hereto (the

 
3 “Outstanding Incentive Awards”), shall remain outstanding and eligible to vest during the Transition Period, subject to and conditioned upon Executive’s continued employment with the Company through the applicable vesting date(s) (except to the extent otherwise set forth in the applicable award agreements, in the case of a “Qualifying Termination” as set forth below), and, if applicable, attainment of any performance conditions, and shall otherwise remain subject to and be governed by the terms of the Plan, the Partnership Agreement and the applicable award agreements, including any performance-vesting conditions (provided, that, any references to a “Qualifying Termination” shall be limited to Executive’s death or a termination due to Executive’s Disability). For the avoidance of doubt, no Termination of Service (as defined in the Plan) will be deemed to have occurred for the purposes of any of the Outstanding Incentive Awards by virtue of this Agreement until the termination of the Transition Period in accordance with Section 2(d) below. iv. Employee Benefits. During the Transition Period, Executive shall be eligible to participate in such health, welfare and retirement benefit plans as Company may from time to time make available to its similarly-situated employees, subject to the terms and conditions of such plans. v. Expenses. During the Transition Period, Executive shall be entitled to receive prompt reimbursement for all reasonable and necessary expenses incurred by Executive in the performance of Executive’s services hereunder and substantiated in accordance with the policies and procedures of the Company (or any of its affiliates), including without limitation, the Company’s Travel and Expense Policies and Code of Business Conduct, in any case, as may be in effect from time to time. vi. First Release. As a condition to Executive’s receipt of the payments and benefits contemplated by Section 2(b) above, Executive shall, within the twenty-one (21) day period following the Transition Date, execute and deliver to the Company a release of claims in substantially the form attached to the Employment Agreement as Exhibit A (the “First Release”) that becomes effective no later than thirty (30) days following the Transition Date; provided that, references in the First Release to Section 6(b) and Section 6(c) of the Employment Agreement, as applicable, will instead refer to Section 2(b) of this Agreement. Executive acknowledges and agrees that Executive’s right to receive the payments and benefits contemplated by Section 2(b) shall be subject to and conditioned upon Executive’s execution, delivery to the Company and non-revocation of the First Release in accordance with this Section 2(b) and Executive’s continued compliance with the First Release, the Restrictive Covenants Agreements and this Agreement. Notwithstanding the foregoing or any other provision hereof to the contrary, if Executive fails to timely execute or validly revokes the First Release, in either case, (i) Executive’s employment shall automatically terminate upon the expiration of the twenty-one (21)-day consideration period (or if later, upon Executive’s valid revocation upon the First Release), (ii) the Company shall pay or provide to Executive the Accrued Obligations (as defined below) through the employment termination date and (iii) the Company shall have no further obligations to Executive hereunder, including with respect to any payments, incentive equity vesting or otherwise. c. Employment Status. The parties hereto acknowledge and agree that, following the Transition Date, Executive shall continue in his capacity as an employee of the

 
4 Company, including for purposes of all federal, state and local laws and regulations governing employment, including applicable tax laws. Executive shall continue to be subject to the employment policies and procedures of the Company during the Transition Period. d. Termination of Transition Period. The employment relationship established in accordance with this Section 2 will terminate on the first to occur of (i) April 2, 2027, (ii) the date Executive resigns his employment with the Company, (iii) the date of Executive’s termination as a result of Executive’s death or Disability, or (iv) the date the employment relationship is terminated by the Company for Cause or under Section 3(c) (such date the employment relationship terminates, the “Transition Services End Date”). If Executive’s employment during the Transition Period terminates for any reason, the Company will pay Executive only: (i) any earned but unpaid Base Salary through the date of employment termination, (ii) any accrued, but unused vacation (if any), (iii) any unreimbursed business expenses incurred prior to the Transition Services End Date that are reimbursable in accordance with Section 2(b) above and which have been properly substantiated in accordance with applicable Company policy as of the Transition Services End Date (“Accrued Obligations”) and (iv) subject to Section 4(f), an additional retention bonus amount of $80,000 (the “Retention Payment”) and the Company shall have no further obligations to Executive hereunder, including with respect to any payments, incentive equity vesting or otherwise. The Company will pay the Accrued Obligations within thirty (30) days after the Transition Services End Date (or such earlier date as may be required under applicable law). Vested benefits (if any) under any employee benefit plans shall be governed by the terms and conditions of the applicable plans. For clarity, if Executive’s employment with the Company terminates for any reason, unless otherwise agreed in writing by the parties hereto, Executive shall not be eligible for any additional vesting contemplated by Section 2(b) above, and all awards of the Company outstanding as of such employment termination that are unvested shall be forfeited and canceled upon such termination without payment therefor. e. Return of Company Property. Executive acknowledges and agrees that, not later than the end of the Transition Period or any earlier date requested by the Company in writing, Executive shall return to the Company (or, as applicable, any of its affiliates): (i) all keys, files, records (and copies thereof), equipment (including, but not limited to, computer hardware, software and printers, wireless handheld devices, cellular phones and pagers), access or credit cards, Company identification, and any other Company-owned property in Executive’s possession or control, and (ii) all documents and copies, including hard and electronic copies, of documents in Executive’s possession relating to any Confidential Information and Proprietary Information (as defined in the applicable Restrictive Covenants Agreement) including without limitation, internal and external business forms, manuals, correspondence, notes and computer programs, and Executive shall not make or retain any copy or extract of any of the foregoing. f. Retention Payment; Second Release. As a condition to Executive’s right to receipt of the Retention Payment, Executive shall, within the twenty-one (21) day period following the end of the Transition Period, execute and deliver to the Company a release of claims in substantially the form attached to the Employment Agreement as Exhibit A (the “Second Release”) that becomes effective no later than thirty (30) days following the end of the Transition Period; provided that, references in the Second Release to Section 6(b) and Section 6(c) of the Employment Agreement, as applicable, will instead refer to Section 2(d)(iv) of this

 
5 Agreement. Executive acknowledges and agrees that Executive’s right to receive the Retention Payment shall be subject to and conditioned upon (i) Executive’s Separation from Service and payable in compliance with Section 409A (each as defined below), (ii) Executive’s execution, delivery to the Company and non-revocation of the Second Release in accordance with this Section 2(f) and (iii) Executive’s continued compliance with the Second Release, the Restrictive Covenants Agreements and this Agreement. 3. Additional Covenants. a. Ongoing Cooperation. After the Transition Date, Executive shall cooperate with the Company and its affiliates, upon the Company’s reasonable request, with respect to any internal investigation or administrative, regulatory or judicial proceeding involving matters within the scope of Executive’s duties and responsibilities to the Company or its affiliates during Executive’s employment with the Company (including, without limitation, Executive being available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s reasonable request to give testimony without requiring service of a subpoena or other legal process, and turning over to the Company all relevant Company documents which are or may have come into Executive’s possession during Executive’s employment); provided, however, that any such request by the Company shall not be unduly burdensome or interfere with Executive’s personal schedule or ability to engage in gainful employment. b. Maintaining Confidential Information. Executive reaffirms Executive’s obligations under the Restrictive Covenants Agreements. Executive acknowledges and agrees that the payments provided in Section 1 and 2 above shall be subject to Executive’s continued compliance with Executive’s obligations under the Restrictive Covenants Agreements. For the avoidance of doubt, nothing in this Agreement or the Restrictive Covenants Agreements will be construed to prohibit Executive from filing a charge with, reporting possible violations to, or participating or cooperating with any governmental agency or entity, including but not limited to the EEOC, the Department of Justice, the Securities and Exchange Commission, Congress, or any agency Inspector General, or making other disclosures that are protected under the whistleblower, anti-discrimination, or anti-retaliation provisions of federal, state or local law or regulation. Executive does not need the prior authorization of the Company to make any such reports or disclosures, and Executive is not required to notify the Company that Executive has made such reports or disclosures. Furthermore, in accordance with 18 U.S.C. § 1833, notwithstanding anything to the contrary in the Restrictive Covenants Agreements or this Agreement: (i) Executive shall not be in breach of the Restrictive Covenants Agreements or this Agreement, and shall not be held criminally or civilly liable under any federal or state trade secret law (x) for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (y) for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (ii) if Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the trade secret to Executive’s attorney, and may use the trade secret information in the court proceeding, if Executive files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order.

 
6 c. Conflict of Interest. During the term of this Agreement, Executive shall not engage in any activity, employment or business arrangement which conflicts with his obligations hereunder or with the interest of the Company, including by becoming employed by or providing assistance to any competitor of the Company. Executive shall disclose to the Company any activity, employment or business arrangement presently in effect, to be commenced, contemplated to be commenced or hereafter commenced by Executive during the Transition Period relating to this paragraph, and Company will advise Executive in writing of Company’s position with respect to any such situation. Company shall have the option of terminating this Agreement at any time if, in its sole judgment, Executive does not comply with the provisions of this paragraph. d. Severability; Conformance To Applicable Law. This Section 3 shall be interpreted to conform to any applicable law concerning the terms and enforcement of agreements to arbitrate employment disputes. To the extent any terms or conditions of this Section 3 would preclude its enforcement, such terms shall be severed or interpreted in a manner to allow for the enforcement of this Section 3. To the extent applicable law imposes additional requirements to allow enforcement of this Section 3, this Agreement shall be interpreted to include such terms or conditions. 4. Miscellaneous. a. Section 409A. To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretative guidance issued thereunder, including without limitation any such regulations or other such guidance that may be issued after the date hereof (collectively, “Section 409A”). In no event shall the Company, its affiliates or any of their respective officers, directors or advisors be liable for any taxes, interest or penalties imposed under Section 409A or any corresponding provision of state or local law. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent required to comply with Section 409A, any payment or benefit required to be paid under this Agreement on account of termination of Executive’s employment or service (or any other similar term) shall be made only on account of a Separation from Service. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits shall be paid to Executive hereunder during the six (6)-month period following Executive’s “separation from service” from the Company (within the meaning of Section 409A, a “Separation from Service”) if the Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of Executive’s death), the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such period. b. Non-disparagement. Executive agrees that Executive shall not disparage, criticize or defame the Company, its affiliates and their respective affiliates, directors, officers, agents, partners, stockholders or employees, either publicly or privately. The Company agrees that it shall instruct the executive officers and members of the Board of Directors of the REIT to not

 
7 disparage, criticize or defame Executive either publicly or privately. Executive’s commitment and obligation to support the fostering of a positive and collaborative environment with the Company, including with Executive’s departments shall continue beyond the Transition Period. Nothing in this Section 4(b) shall have application to any evidence or testimony required by any court, arbitrator or government agency. c. Consultation with Counsel. Executive acknowledges (i) that he has consulted with or has had the opportunity to consult with independent counsel of his own choice concerning this Agreement and has been advised to do so by the Company, and (ii) that he has read and understands the Agreement, is fully aware of its legal effect, and has entered into it freely based on his own judgment. Without limiting the generality of the foregoing, Executive acknowledges that he has had the opportunity to consult with his own independent tax advisors with respect to the tax consequences to him of this Agreement and the payments hereunder, and that he is relying solely on the advice of his independent advisors for such purposes. d. Notices. For the purposes of this Agreement, notices, demands and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered either personally, by e-mail transmission, by reputable overnight courier or by United States certified or registered mail, return receipt requested, postage prepaid, addressed as follows: If to Executive: At Executive’s last known address and/or e-mail address evidenced on the Company’s records. If to the Company: Lineage, Inc. 46500 Humboldt Drive Novi, Michigan 48377 Attn: Chairman of the Board of Directors e-mail: adam@onelineage.com Attn: Chief Legal Officer e-mail: nmatsler@onelineage.com or to such other address as any party may have furnished to the other in writing in accordance with this Agreement, except that notices of change of address shall be effective only upon receipt. e. Withholding. All payments hereunder will be subject to any required withholding of federal, state and local taxes pursuant to any applicable law or regulation and the Company shall be entitled to withhold any and all such taxes from amounts payable hereunder. f. Amendment; Waiver; Survival. No provisions of this Agreement may be amended, modified, or waived unless agreed to in writing and signed by Executive and by a duly

 
8 authorized officer of the Company. No waiver by either party of any breach by the other party of any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. The respective rights and obligations of the parties under this Agreement shall survive Executive’s resignation as CFO of the REIT and the Employer and the termination of this Agreement to the extent necessary for the intended preservation of such rights and obligations. g. Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Florida without regard to its conflicts of law principles. Executive represents and warrants that Executive is in fact individually represented by legal counsel in negotiating the terms of this Agreement to designate either the venue or forum in which a controversy arising from this Agreement may be adjudicated or the choice of law to be applied. h. Arbitration. Any controversy or dispute that establishes a legal or equitable cause of action shall be governed in accordance with the Arbitration Agreement, which is expressly incorporated by reference herein. i. Validity. The invalidity or unenforceability of any provision or provisions of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, which will remain in full force and effect. j. Counterparts. This Agreement may be executed manually or electronically in any number of counterparts, any of which may be executed and transmitted by facsimile or email (including portable document format (. PDF) and any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g. www.docusign.com), and each of which shall be deemed to be an original, but all of which together shall be deemed to be one and the same instrument. k. Section Headings. The section headings in this Agreement are for convenience of reference only, and they form no part of this Agreement and will not affect its interpretation. l. Entire Agreement. This Agreement (together with any applicable award agreements between Executive and the Company or its affiliates governing the terms of the outstanding awards set forth on Annex A attached hereto, the Restrictive Covenants Agreements and the Arbitration Agreement) sets forth the final and entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by the Company or its affiliates and Executive, or any representative of the Company (or its affiliates) or Executive, with respect to the subject matter hereof (including, without limitation, the Employment Agreement). m. Further Assurances. The parties hereby agree, without further consideration, to execute and deliver such other instruments and to take such other action as may reasonably be required to effectuate the terms and provisions of this Agreement. [Signature Page Follows]

 
[Signature Page to Transition Agreement] IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. “REIT” Lineage, Inc. By: /s/ W. Gregory Lehmkuhl Name: W. Gregory Lehmkuhl Its: President and Chief Executive Officer “EMPLOYER” Lineage Logistics Services, LLC By: LLH Topco Holdings TRS, LLC Its: Sole Member By: Lineage Logistics Holdings, LLC Its: Manager By: Lineage OP, LP Its: Managing Member By: Lineage, Inc. Its: General Partner By: /s/ W. Gregory Lehmkuhl Name: W. Gregory Lehmkuhl Title: President and Chief Executive Officer

 
[Signature Page to Transition Agreement] “LLH” Lineage Logistics Holdings, LLC By: Lineage OP, LP Its: Managing Member By: Lineage, Inc. Its: General Partner By: /s/ W. Gregory Lehmkuhl Name: W. Gregory Lehmkuhl Its: President and Chief Executive Officer “EXECUTIVE” /s/ Rob Crisci Name: Rob Crisci

 
Annex A Annex A Outstanding Incentive Awards Award Grant Date Total Number of LTIP Units/RSUs Unvested as of the Transition Date Total Number of LTIP Units/RSUs Vested as of the Transition Date Total Number of Units Granted as of the Grant Date Annual Time-Based LTIP Award 07-26-2024 35,088 17,544 52,632 Annual Performance-Based LTIP Award 07-26-2024 185,527 0 185,527 3-year LTIP Replacement Award 07-26-2024 37,038 18,518 55,556 Annual Time-Based LTIP Award 04-17-2025 10,732 0 10,732 2-year Special Time-Based RSU Award 04-01-2025 87,859 0 87,859 Annual Performance-Based LTIP Award 04-17-2025 37,829 0 37,829

 
EX-31.1 4 exhibit311-ceo302xq32025.htm EX-31.1 Document



Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(a) AND RULE 15d-14(a) OF THE EXCHANGE ACT,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002    



I, Greg Lehmkuhl, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Lineage, Inc.;
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 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 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):




Exhibit 31.1
(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: 11/5/2025
By: /s/ Greg Lehmkuhl
Greg Lehmkuhl
President and Chief Executive Officer
EX-31.2 5 exhibit312-cfo302xq32025.htm EX-31.2 Document



Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a) AND RULE 15d-14(a) OF THE EXCHANGE ACT,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002



I, Robert Crisci, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Lineage, Inc.;
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 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 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):




Exhibit 31.2
(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: 11/5/2025
By: /s/ Robert Crisci
Robert Crisci
Chief Financial Officer




EX-32.1 6 exhibit321-ceo906xq32025.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 this Quarterly Report on Form 10-Q of Lineage, Inc. (the “Company”) for the period ended September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Greg Lehmkuhl, President and Chief Executive Officer of the Company, certify, 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), as applicable, of the Securities Exchange Act of 1934, as amended; 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: 11/5/2025
By: /s/ Greg Lehmkuhl
Greg Lehmkuhl
President and Chief Executive Officer
EX-32.2 7 exhibit322-cfo906xq32025.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 this Quarterly Report on Form 10-Q of Lineage, Inc. (the “Company”) for the period ended September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert Crisci, Chief Financial Officer of the Company, certify, 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), as applicable, of the Securities Exchange Act of 1934, as amended; 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: 11/5/2025
By: /s/ Robert Crisci
Robert Crisci
Chief Financial Officer