DEF 14A of Lineage, Inc., Apr 23, 2026

DEF 14A of Lineage, Inc.

Filed Apr 23, 2026 · FY20250001868159-26-000021

Open on EDGAR

  1. Proposal 1: Election Of Directors

    Proposal 1: Election Of Directors

  2. Board of Directors

    Board of Directors Our board of directors is currently comprised of 10 directors: Adam Forste, Kevin Marchetti, Greg Lehmkuhl, Shellye Archambeau, John Carrafiell, Joy Falotico, Luke Taylor, Michael Turner, Lynn Wentworth and James Wyper. In accordance with our charter (the “Charter”) and amended and restated bylaws (the “Bylaws”), each director will hold office until our next annual meeting of stockholders following his or her election and until his or her successor has been duly elected and qualifies, or until the director’s earlier resignation, death or removal. Our Stockholders Agreement (as defined below) requires us to nominate for election as directors at this Annual Meeting six individuals designated by BGLH, one individual designated by Stonepeak Aspen Holdings LLC (along with its affiliates, unless the context otherwise requires, “Stonepeak”) and one individual designated by BGO Cold Storage Holdings II, LP (along with its affiliates, unless the context otherwise requires, “BentallGreenOak”). For additional information, see “Certain Relationships and Related Party Transactions— Other Related Party Transactions—Stockholders Agreement.” BGLH has designated Messrs. Forste, Marchetti and Turner and Mses. Archambeau, Falotico, and Wentworth, Stonepeak has designated Mr. Wyper, and BentallGreenOak has designated Mr. Carrafiell. As a result, and upon the recommendation of the Nominating and Corporate Governance Committee, our Board has nominated each of these individuals, as well as Mr. Lehmkuhl and Mr. Taylor, to stand for election as directors by the stockholders at the Annual Meeting, with each to serve until our 2027 annual meeting of stockholders and until their respective successors are duly elected and qualify, or until their earlier resignation, death or removal. The shares of Common Stock represented by properly submitted proxies will be voted by the persons named therein as proxy holders “FOR” the election of each of Messrs. Forste, Marchetti, Lehmkuhl, Carrafiell, Taylor, Turner and Wyper and Mses. Archambeau, Falotico and Wentworth as directors, unless otherwise instructed. If the candidacy of any of Messrs. Forste, Marchetti, Lehmkuhl, Carrafiell, Taylor, Turner, and Wyper and Mses. Archambeau, Falotico, and Wentworth should, for any reason, be withdrawn prior to the Annual Meeting, the proxies will be voted by the proxy holders in favor of such substituted candidates (if any) as shall be nominated by our Board. Our Board has no reason to believe that, if elected, any of Messrs. Forste, Marchetti, Lehmkuhl, Carrafiell, Taylor, Turner and Wyper and Mses. Archambeau, Falotico and Wentworth will be unable or unwilling to serve as director.

  3. Information Regarding the Nominees for Election as Directors

    Information Regarding the Nominees for Election as Directors The following information is furnished as of April 23, 2026 regarding the nominees for election as directors.

  4. Information Regarding the Nominees for Election as Directors

    | Name | Age | Position | | Adam Forste | 48 | Co-Executive Chairman | | Kevin Marchetti | 48 | Co-Executive Chairman | | Greg Lehmkuhl | 53 | President, Chief Executive Officer and Director | | Shellye Archambeau | 63 | Director | | John Carrafiell | 61 | Director | | Joy Falotico | 58 | Director | | Luke Taylor | 48 | Director | | Michael Turner | 53 | Director | | Lynn Wentworth | 67 | Director | | James Wyper | 36 | Director |

  5. Adam Forste

    Adam Forste Adam Forste is a Co-Founder of our Company and has served as our Co-Executive Chairman since our formation. Mr. Forste is also a co-founder of Bay Grove, our Company’s original owner-operator, and has served as a Managing Partner of Bay Grove since 2007. Prior to co-founding Bay Grove, Mr. Forste worked at KKR. Mr. Forste began his career with Morgan Stanley in its investment banking group, both in New York and San Francisco. He serves on the board of directors of the Global Cold Chain Foundation, Emergent Cold LatAm 12 Holdings LLC and Turvo LLC. Mr. Forste is also a Fulbright Fellow and a graduate of Dartmouth College. We believe that, as a Co-Founder, Mr. Forste’s prior management and board experience, as well as his experience as an investment professional qualifies him to serve on our board of directors.

  6. Kevin Marchetti

    Kevin Marchetti Kevin Marchetti is a Co-Founder of our Company and has served as our Co-Executive Chairman since our formation. Mr. Marchetti is also a co-founder of Bay Grove, our Company’s original owner-operator, and has served as Managing Partner of Bay Grove since 2007. Prior to co-founding Bay Grove, Mr. Marchetti worked at The Yucaipa Companies. Mr. Marchetti began his career with Morgan Stanley in its investment banking group in San Francisco. He currently serves as a Trustee for the San Francisco Museum of Modern Art and previously served on the board of directors of the Pittsburgh Penguins, The San Francisco Zoological Society and The International Association of Refrigerated Warehouses. Mr. Marchetti is a graduate of Duke University. We believe that, as a Co-Founder, Mr. Marchetti’s prior management and board experience, as well as his experience as an investment professional qualifies him to serve on our board of directors.

  7. Greg Lehmkuhl

    Greg Lehmkuhl Greg Lehmkuhl has served as our President and Chief Executive Officer since June 2015 and as a director since our initial public offering of Common Stock in July 2024 (our “IPO”). Prior to joining Lineage, he served in various executive appointments for Con-Way, Inc. (NYSE: CNW) from 2001 to 2011, including President and Corporate Executive Vice President and held management positions at Menlo Logistics, Delphi Automotive and Penske Logistics. Mr. Lehmkuhl has also served on the board of directors of Agree Realty Corp. (NYSE: ADC) since July 2018. Mr. Lehmkuhl received his Bachelor of Material and Logistics Management from Michigan State University and an M.B.A. from Oakland University. We believe that Mr. Lehmkuhl’s experience as a director and company executive, including his experience in real estate, corporate governance and business management, qualifies him to serve on our board of directors.

  8. Shellye Archambeau

    Shellye Archambeau Shellye Archambeau has served on the board of directors of Lineage Holdings since April 2024 and on the board of directors of Lineage since our IPO. From December 2002 until December 2017, Ms. Archambeau was Chief Executive Officer of MetricStream, Inc., a leading provider of governance, risk, compliance and quality management solutions. Prior to that, Ms. Archambeau served as Chief Marketing Officer and Executive Vice President of Sales for Loudcloud, Inc., Chief Marketing Officer of NorthPoint Communications Group, Inc., and President of Blockbuster Inc.’s e-commerce division. Before joining Blockbuster, she held domestic and international executive positions at IBM. Ms. Archambeau has served on the boards of directors of Verizon Communications Inc. (NYSE: VZ) since November 2013, Roper Technologies, Inc. (Nasdaq: ROP) since April 2018 and Okta, Inc. (Nasdaq: OKTA) since December 2018. Ms. Archambeau previously served on the boards of directors of Nordstrom, Inc. (NYSE: JWN) from February 2015 to May 2022 and Arbitron Inc. from 2005 to 2013. Ms. Archambeau holds a Bachelor of Science from the Wharton School of the University of Pennsylvania. We believe that Ms. Archambeau is qualified to serve as a member of our board of directors because of her experience as a company executive, her valuable knowledge of technology, digital media and communications platforms and her experience serving on other boards.

  9. John Carrafiell

    John Carrafiell John Carrafiell has been a member of the board of directors of Lineage Holdings since March 2021 and on the board of directors of Lineage since our IPO. Mr. Carrafiell has served as the co-Chief Executive Officer of BentallGreenOak (“BGO”), a global real estate investment and private equity investment management firm, since July 2021. Mr. Carrafiell was a co-Founder of GreenOak Real Estate in May 2010 prior to its 2019 merger with Bentall Kennedy (owned by Sun Life Financial Inc.). He also serves as the chairman of the board of IREIT by BGO, a logistics and industrial REIT launched in July 2023. Mr. Carrafiell has been a member of the board of directors and audit committee of publicly-traded Klepierre, one of Europe’s largest REITs, since January 2015 and has served as the chairman of the audit committee since July 2018. He has served on the board of European data center company Bulk Infrastructure since December 2020, as a member then observer. Mr. Carrafiell has previously served as a member of the board and the chairman of both the audit committee and the operating committee of Canary Wharf from June 2004 to March 2009 and as a member of the board of Shurgard, a leading European self-storage company, from October 2018 to February 2020. Mr. Carrafiell is a 13 former Executive Member of the Board of the European Public Real Estate Association. Mr. Carrafiell was previously a member of the Supervisory Boards of publicly-traded Corio (Holland) and Deutsche Immobilien Chancen Group (Germany). Mr. Carrafiell joined Morgan Stanley in 1987 and was based in Europe from September 1989 to December 2009, as Head of European Real Estate from January 1995, and Global Head of Real Estate and a member of the investment bank’s six person global operating management committee from December 2005 to March 2007. Mr. Carrafiell holds a B.A. in philosophy from Yale. We believe that Mr. Carrafiell is qualified to serve on our board of directors because of his extensive real estate, investment and public company experience.

  10. Joy Falotico

    Joy Falotico Joy Falotico has served on the board of directors of Lineage Holdings since December 2022 and on the board of directors of Lineage since our IPO. Ms. Falotico was formerly the President of Lincoln Motor at Ford Motor Company from March 2018 to November 2022 and also served as Ford Motor Company’s Chief Marketing Officer from March 2018 until January 2021. Prior to that, Ms. Falotico served as Ford Motor Credit Company’s Chief Executive Officer from October 2016 to February 2018 and Chief Operating Officer prior to that period. She has served in a number of leadership roles at Ford Motor Company and Ford Motor Credit Company since 1989. Ms. Falotico serves on the board of Alliant Energy Corp (Nasdaq: LNT), where she is the chair of the audit committee and a member of the executive committee and the operations committee and Lincoln Electric Holdings Inc. (Nasdaq: LECO) where she is a member of the audit and nominating and corporate governance committees. She previously served on the board and executive committee of American Financial Services Association and the board and audit committee of Ford Motor Credit Company and as the chair of the board of FCE Bank, plc. Ms. Falotico holds a Bachelor of Science, Business Administration from Truman State University and a M.B.A. from DePaul University. We believe that Ms. Falotico is qualified to serve on our board of directors because of her extensive management, regulatory, board and leadership experience.

  11. Luke Taylor

    Luke Taylor Luke Taylor has served on the board of directors of Lineage Holdings since May 2018 and on the board of directors of Lineage since our IPO. Mr. Taylor serves as Co-President of Stonepeak, a global infrastructure and real assets investment management firm, where he has served in various roles, including Co-Chief Operating Officer and Senior Managing Director, since 2011. Mr. Taylor is a member of the Stonepeak Executive Committee and a member of all of Stonepeak’s investment committees. In these roles, Mr. Taylor shares broad responsibilities across investing and oversight of the firm’s day-to-day business. Mr. Taylor has been investing across the infrastructure space for over 20 years, has served on the board of Stonepeak Infrastructure Logistics Platform since March 2021 and is a former director of Evolve Transition Infrastructure LP (NYSEAM: SNMP), Paradigm Energy Partners, Hygo Energy Transition Ltd., Ironclad Energy Partners, LLC, TRAC Intermodal, Casper Crude to Rail Holdings LLC and Tidewater Holdings. Prior to joining Stonepeak, Mr. Taylor was a Senior Vice President with Macquarie Capital. Mr. Taylor has a Bachelor of Commerce and a Master of Business (Distinction) from the University of Otago (New Zealand). We believe that Mr. Taylor is qualified to serve on our board of directors because of his extensive experience as an infrastructure and real assets investment professional, including his experience in finance and mergers and acquisitions.

  12. Michael Turner

    Michael Turner Michael Turner has served on the board of directors of Lineage Holdings since September 2020 and on the board of directors of Lineage since our IPO. Mr. Turner has served as the Chief Executive Officer of Superkey Insurance LLC, an insurance services provider which he co-founded, since April 2024. Mr. Turner was formerly President of Oxford Properties Group and was the chair of Oxford’s investment committee and executive committee from April 2018 to April 2023, during which time he also served as Global Head of Real Estate for OMERS (Oxford’s shareholder) where he was a member of their management investment committee and transaction approval committee. Previously, Mr. Turner held the positions of Executive Vice President and Senior Vice President at Oxford Properties Group from June of 2010 to April 2018. Prior to joining Oxford, Mr. Turner was Executive Vice President at CBRE Group, Inc. (NYSE:CBRE), a leading global real estate investment services provider. Mr. Turner serves on the board of directors of Riot Platforms Inc. (Nasdaq: RIOT), where he is the chairman of the audit committee and serves on the compensation and human resources committee and governance and nominating committee. He has also served as a board member for several investment and asset management companies, including M7 Real Estate (UK), Honest Buildings (sold to 14 Procore Technologies, Inc. (NYSE: PCOR)) and R-Labs. Mr. Turner holds a Bachelor of Arts from the University of British Columbia, a Master of Planning from Queen’s University and a Master of Finance from the University of Toronto, and is a Chartered Financial Analyst (CFA). We believe that Mr. Turner is qualified to serve on our board of directors because of his extensive real estate investment, financial reporting and management and board experience.

  13. Lynn Wentworth

    Lynn Wentworth Lynn Wentworth has served on the board of directors of Lineage Holdings since June 2022 and on the board of directors of Lineage since our IPO. Additionally, Ms. Wentworth has served on the board of directors of Graphic Packaging Holding Company (NYSE: GPK) since November 2009, where she chairs the compensation and management development committee and is a member of the nominating and corporate governance committee, and Benchmark Electronics, Inc. (NYSE: BHE) since June 2021, where she chairs the audit committee and serves on the nominating, sustainability and governance committee. Ms. Wentworth was a director and chair of the audit committee for CyrusOne, Inc. from 2014 until its acquisition by a consortium led by KKR and Global Infrastructure Partners in March 2022 and had served as chair of the board of directors since May 2021. She was also a director and chair of the audit committee of Cincinnati Bell, Inc. from 2008 until its acquisition by Macquarie Asset Management in September 2021 and had served as chair of the board of directors since May 2019. She served as the Senior Vice President, Chief Financial Officer and Treasurer of BlueLinx Holdings Inc. (NYSE: BXC) until her retirement in 2008. Prior to joining BlueLinx in 2007, Ms. Wentworth was with BellSouth Corporation from 1985 to 2007, where she served as Vice President and Chief Financial Officer for the Communications Group from 2004 to 2007 and Vice President Treasurer from 2003 to 2004. Ms. Wentworth holds a Bachelor of Science in Business Administration from Babson College, a Master’s degree in taxation from Bentley College and a M.B.A. from Georgia State University. In 2024, Ms. Wentworth completed a climate certification program through Competent Boards. In 2025, Ms. Wentworth completed a Nasdaq & NYU cyber scholar certification for board members and a Stanford University generative AI certification program. We believe that Ms. Wentworth is qualified to serve on our board of directors and as our lead independent director because of her public accounting and corporate finance experience, including her service as Chief Financial Officer of a public company, as well as her extensive board and corporate governance experience.

  14. James Wyper

    James Wyper James Wyper has served on the board of directors of Lineage Holdings since May 2018 and on the board of directors of Lineage since our IPO. Mr. Wyper serves as Senior Managing Director, Head of US Private Equity and Head of Transportation and Logistics at Stonepeak, where he has served in various roles since 2013. Prior to joining Stonepeak, Mr. Wyper was a member of Credit Suisse’s Global Energy group, where he focused on the power and renewables sector. Mr. Wyper serves on a number of private company boards, and previously served as a director of a number of other Stonepeak portfolio companies. He holds a B.A. in Economics from Yale University. We believe that Mr. Wyper is qualified to serve on our board of directors because of his extensive experience as an infrastructure investment professional, including his experience in finance and mergers and acquisitions. 15

  15. Skills and Experience of Director Nominees

    Skills and Experience of Director Nominees The following table sets forth the name and experience of each of our director nominees.

  16. Skills and Experience of Director Nominees

    | Name | Director Since(1) | Finance & Accounting | Real Estate | Executive/ Senior Leadership | Logistics | Global/ International | Technology | Risk Management | | Adam Forste | 2008 | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Kevin Marchetti | 2008 | ✓ | ✓ | ✓ | ✓ | ✓ | | | | Greg Lehmkuhl | 2015 | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | | Shellye Archambeau | 2024 | ✓ | | ✓ | | ✓ | ✓ | ✓ | | John Carrafiell | 2021 | ✓ | ✓ | ✓ | | ✓ | | ✓ | | Joy Falotico | 2022 | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | | Luke Taylor | 2018 | ✓ | ✓ | ✓ | ✓ | ✓ | | | | Michael Turner | 2020 | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | | Lynn Wentworth | 2022 | ✓ | ✓ | ✓ | | | ✓ | ✓ | | James Wyper | 2018 | ✓ | ✓ | | ✓ | ✓ | | |

  17. Skills and Experience of Director Nominees

    _____________________ (1)Includes service on the board of directors of Lineage, Inc. and service on the board of directors or its equivalent of any Lineage predecessor, including Lineage Holdings. Our board of directors recommends a vote “FOR” the election of each of Messrs. Forste, Marchetti,

  18. Board of Directors

    Board of Directors Our Board is responsible for overseeing the management of our business and affairs. Our Board conducts its business through meetings and actions taken by written consent in lieu of meetings. During the year ended December 31, 2025, our Board held five meetings. Other than Mr. Taylor, all of the directors then serving on our Board attended at least 75% of the aggregate meetings of our Board and of the committees of our Board on which they served during the period in which they served in 2025. Our Board’s policy, as set forth in the Corporate Governance Guidelines, is to expect the attendance by each director at all meetings of our Board and all committees on which the director sits. We do not maintain a formal policy regarding director attendance at the Annual Meeting; however, it is expected that absent compelling circumstances directors will attend.

  19. Talent and Compensation Committee

    Talent and Compensation Committee The principal functions of the Talent and Compensation Committee include: •Reviewing and approving, or recommending for approval by the board of directors, the compensation of our Chief Executive Officer and our other executive officers; •Making recommendations to the board of directors with respect to director compensation; •Reviewing and approving, or recommending for approval by the board of directors, our incentive compensation and equity-based plans and arrangements; provided that if the Talent and Compensation Committee is not comprised of at least two directors who are each a “non-employee director” under Rule 16b-3 of the Exchange Act, grants of equity-based awards to individuals who are subject to the reporting requirements of Section 16 of the Exchange Act must be approved and administered by either the board of directors or the Equity Award Committee; •Reviewing and discussing with management our compensation discussion and analysis required by SEC regulations and recommending to the board of directors that such compensation discussion and analysis be included in our proxy statement or annual report, as applicable; •Administering our clawback policy; provided that if the Talent and Compensation Committee is not comprised of at least two directors who are each a “non-employee director” under Rule 16b-3 of the Exchange Act, any proposed recovery of equity compensation from individuals who are subject to the reporting requirements of Section 16 of the Exchange Act must be approved by either the board of directors or the Equity Award Committee; 23 •Overseeing executive officer succession planning; and •Preparing the Talent and Compensation Committee Report required by SEC regulations. The Talent and Compensation Committee has the authority, in its sole discretion, to retain or obtain the advice of a compensation consultant, legal counsel or other adviser as it deems appropriate. The Talent and Compensation Committee may form and delegate authority to subcommittees consisting of one or more members when it deems appropriate. Our Talent and Compensation Committee, which met six times in 2025, is currently composed of Messrs. Forste, Carrafiell, Turner and Wyper and Ms. Wentworth. Mr. Forste, one of our Co-Executive Chairmen, serves as chair of our Talent and Compensation Committee and participates in the deliberations of the Talent and Compensation Committee in determining director and executive compensation. Our board of directors has determined affirmatively that Messrs. Carrafiell, Turner and Wyper and Ms. Wentworth meet the definition for “independence” for the purpose of serving on our Talent and Compensation Committee under applicable rules of Nasdaq and Mr. Turner and Ms. Wentworth meet the definition of a “non-employee director” for the purpose of serving on our Talent and Compensation Committee under Rule 16b-3 of the Exchange Act.

  20. Compensation Consultants

    Compensation Consultants In accordance with its authority under its charter, the Talent and Compensation Committee has engaged the services of Pay Governance LLC (“Pay Governance”) as its independent outside compensation consultant. As requested by the Talent and Compensation Committee, in 2025, Pay Governance’s services to the Talent and Compensation Committee included: •Advising the Talent and Compensation Committee on director and executive compensation trends and regulatory developments; •Assisting in the review and establishment of our executive officer and director compensation; •Assisting with the design of our executive compensation structure, including both short- and long- term incentive programs; •Development of a peer group of companies for determining competitive compensation rates; and •Assisting in the development of executive severance arrangements. All executive compensation services provided by Pay Governance during 2025 were conducted under the direction or authority of the Talent and Compensation Committee, and all work performed by Pay Governance was approved by the Talent and Compensation Committee. Neither Pay Governance nor any of its affiliates maintains any other direct or indirect business relationships with us or any of our subsidiaries. The Talent and Compensation Committee evaluated whether any work provided by Pay Governance raised any conflict of interest for services performed during 2025 and determined that it did not. Additionally, during 2025, Pay Governance did not provide any services to us other than regarding executive, employee and director compensation and broad-based plans that do not discriminate in scope, terms, or operation in favor of our executive officers or directors, and that are available generally to all salaried employees.

  21. Equity Award Committee

    Equity Award Committee The principal functions of the Equity Award Committee include: •Approving, upon recommendation from the Talent and Compensation Committee, and administering grants of equity-based awards to individuals subject to the provisions of Section 16 of the Exchange Act; •Reviewing and approving redemptions of our equity securities held by individuals and entities subject to the provisions of Section 16 of the Exchange Act; •Reviewing and approving repurchases of our and our subsidiaries’ equity securities from, and issuances of our and our subsidiaries’ equity securities to, individuals and entities subject to the provisions of Section 16 of the Exchange Act; and 24 •Reviewing and approving any proposed recovery of equity compensation pursuant to our clawback policy from any individual subject to the provisions of Section 16 of the Exchange Act. The Equity Award Committee has the authority, in its sole discretion, to retain or obtain the advice of a compensation consultant, legal counsel or other adviser as it deems appropriate. Our Equity Award Committee is currently composed of Ms. Wentworth and Mr. Turner. Ms. Wentworth serves as chair of our Equity Award Committee. Our board of directors has determined affirmatively that each member of the Equity Award Committee meets the definition for “independence” for the purpose of serving on a compensation committee under applicable rules of Nasdaq and meets the definition of a “non-employee director” under Rule 16b-3 of the Exchange Act.

  22. Compensation Of Directors

    Compensation Of Directors

  23. Director Compensation

    Director Compensation 2025 Director Compensation

  24. Non-Employee Director Compensation Program

    Non-Employee Director Compensation Program Our Board has approved and implemented a compensation program (the “Director Compensation Program”) for our non-employee directors (other than directors designated by Stonepeak or BentallGreenOak) (each, an “Eligible Director”) that consists of annual cash retainer fees and long-term equity awards. An “Eligible Director” does not include any executive director or Executive Chairman. The material terms of the Director Compensation Program for 2025 are summarized below. Effective as of January 1, 2025, the Director Compensation Program consisted of the following components for Eligible Directors:

  25. Cash Compensation

    Cash Compensation •Annual Retainer: $120,000 •Lead Independent Director Retainer: $50,000 •Annual Committee Chair Retainers: ◦Audit Committee: $30,000 ◦Talent and Compensation Committee: $25,000 ◦Nominating and Corporate Governance Committee: $20,000 ◦Investment Committee: $25,000 ◦Other Committees (excluding Equity Award Committee): $25,000 •Annual Non-Chair Committee Member Retainers: ◦Audit Committee: $15,000 ◦Talent and Compensation Committee: $15,000 (decreased to $12,500 effective January 1, 2026) ◦Nominating and Corporate Governance Committee: $10,000 ◦Investment Committee: $10,000 ◦Other Committees (excluding Equity Award Committee): $10,000 Annual cash retainers are paid in quarterly installments in advance and are pro-rated for any partial calendar quarter of service. In addition, under the Director Compensation Program, we reimburse all of our directors for any out-of-pocket business expenses incurred by them in connection with their board service, up to $30,000 annually.

  26. Equity Compensation

    Equity Compensation Initial Award: Each Eligible Director who is initially elected or appointed to serve on the Board following January 1st of a calendar year will be granted an award of restricted stock units (“RSUs”) at the time of the election or appointment with a value of approximately $200,000. Each initial grant will vest in full on the earlier to occur of (i) the one-year anniversary of the applicable grant date and (ii) the date of the next annual meeting following the grant date, subject to the director’s continued service through the applicable vesting date. Initial grants to Eligible Directors who are elected or appointed other than at an annual meeting of our stockholders will be pro-rated. Annual Award: Each Eligible Director who is serving on the Board as of the date of each annual meeting of the Company’s stockholders beginning in 2025 will be granted, on such annual meeting date, an award of RSUs 26 with a value of approximately $200,000, which will vest in full on the earlier to occur of (i) the one-year anniversary of the applicable grant date and (ii) the date of the next annual meeting following the grant date, subject to the director’s continued service through the applicable vesting date. Compensation under the Director Compensation Program is subject to the annual limits on non-employee director compensation set forth in the Amended and Restated Lineage 2024 Incentive Award Plan (the “2024 Plan”).

  27. 2025 Director Compensation Table

    2025 Director Compensation Table The following table sets forth compensation paid to or earned by our non-employee directors during the year ended December 31, 2025. None of Mr. Forste, Mr. Marchetti, Mr. Carrafiell, Mr. Taylor nor Mr. Wyper received any compensation for their services as a member of our Board in 2025. In addition, Mr. Lehmkuhl, our President and Chief Executive Officer, is not included in the table below because he did not receive any additional compensation for his service on our Board. Mr. Lehmkuhl’s compensation for his services as President and Chief Executive Officer is described under “Executive Compensation” below.

  28. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | All Other Compensation ($) | Total ($) | | Shellye Archambeau | 130,000 | 200,030 | — | 330,030 | | Joy Falotico | 150,000 | 200,030 | — | 350,030 | | Michael Turner | 150,000 | 200,030 | — | 350,030 | | Lynn Wentworth | 200,000 | 200,030 | — | 400,030 |

  29. 2025 Director Compensation Table

    _____________________ (1)Amounts reflect the full grant-date fair value of awards of RSUs granted during 2025 computed in accordance with ASC Topic 718. As of December 31, 2025, our non-employee directors held the aggregate numbers of unvested RSUs set forth in the table below. None of Mr. Forste, Mr. Marchetti, Mr. Carrafiell, Mr. Taylor nor Mr. Wyper held any unvested RSUs as of December 31, 2025.

  30. 2025 Director Compensation Table

    | Name | RSU Awards (#) | | Shellye Archambeau | 4,490 | | Joy Falotico | 4,490 | | Michael Turner | 4,490 | | Lynn Wentworth | 4,490 |

  31. 2025 Director Compensation Table

    Messrs. Forste and Marchetti, each of whom served on the board of directors of Lineage, Inc., received distributions from Bay Grove, BGLH and/or their respective affiliates and/or our affiliates in respect of their direct and indirect ownership interests in such entities and in respect of the services agreement. See “Certain Relationships and Related Party Transactions.” Such amounts are distributions in respect of Messrs. Forste’s and Marchetti’s equity ownership interests in such entities and are not considered compensation paid by us. 27

  32. Pay-for-Performance

    Pay-for-Performance A significant portion of our NEO’s total compensation is delivered in at-risk, performance-based pay that is strongly aligned with the Company’s financial, operational, and strategic performance, as well as long-term value creation for our stockholders. At the outset, compensation levels for our NEOs are benchmarked against a targeted group of companies that represent our competition for business and talent (additional information provided in the “Use of Comparative Market Data” section below). Our incentive plans are based on performance metrics and goals that are rigorously determined to promote Company performance and enhance stockholder value. The short-term incentive compensation plan (“STIP”) is weighted 70% on Company overall financial performance, measured by Management Adjusted EBITDA (as defined in the “Company Performance Objective—Management Adjusted EBITDA” section below) and 30% on individual performance objectives. For our Chief Executive Officer, these individual performance objectives were predominantly financially oriented in 2025, with 67% based on return on assets performance and the remaining 33% based on Company mergers and acquisitions objectives. As a result, the STIP is largely performance- based and delivers payouts only when the Company meets or exceeds the threshold level of its rigorously set performance goals. In addition, 70% of the STIP for our NEOs is denominated in performance-vesting RSUs, further tying incentive payout value to the Company’s share price and, ultimately, to our stockholders’ experience. From an equity-based long-term incentive (“LTI”) perspective, approximately 60% of total LTI awarded to our NEOs in 2024 and 2025 as part of our annual equity awards program was delivered through performance- vesting equity awards that can only be earned over a multi-year performance period. The remaining 40% was delivered through time-vesting equity awards that vest in annual installments over a period of three years, with (1) Target annual direct compensation (“Target Value”) reflects the sum of base salary, target annual short-term incentive and the value of equity-based long-term incentives granted in the year, calculated in accordance with ASC Topic 718, excluding, in the case of 2024, pre-IPO equity awards and the IPO Award described on Pages 35 - 37 of our 2025 Proxy Statement. (2) In this CD&A, “Realizable Value” reflects the sum of: (i) base salary for the year; (ii) the actual annual short-term incentive award paid for the year, including the value of the portion paid in performance-vesting RSUs; and (iii) the value of performance-vesting LTIP units and RSUs based on certain performance assumptions and Lineage’s closing share price as of December 31, 2025. 36 the ultimate value dependent on our share price performance. Two metrics are used to determine performance- vesting equity payouts, if any — Adjusted Core Funds from Operations per share (“AFFO per share”) (weighted 60%) and Same Warehouse Net Operating Income (“NOI”) (weighted 40%). Overall performance may then be modified by +/- 20% depending on the Company’s three-year relative Total Shareholder Return (“TSR”) to the S&P 500 for 2024 awards and to the MSCI US REIT Index for 2025 awards. The metrics are explained in more detail in the “Equity-Based Long-Term Incentive Awards” section below. The actual value of compensation realized by our NEOs will depend on performance relative to the goals established under our annual short-term incentive and performance-vesting annual RSU & LTIP unit programs, as discussed in “Compensation Discussion and Analysis—Elements of Compensation—Short-Term Incentive Compensation—2025 Annual Bonus Program” and “Compensation Discussion and Analysis—Elements of Compensation—Equity-Based Long-Term Incentive Awards—2025 Annual Awards—Performance-Vesting Annual RSU & LTIP Unit Awards” sections, respectively. It is important to note that for long-term incentive awards, the Summary Compensation Table reports only the grant date fair value of the awards granted during the applicable year. The difference between the grant date fair value of the award and the final value of the award when, and if, it vests can be significant and is driven by Company performance, including changes in share price. The charts below illustrate the target annual direct compensation (“Target Value”)(1) and the realizable value of the CEO’s annual direct compensation (“Realizable Value”)(2) for pay delivered in 2024 and 2025. This comparison demonstrates how the CEO’s compensation outcomes are directly affected by (i) the Company’s performance against our financial and operational goals, (ii) our relative TSR modifier, and (iii) given that LTI awards were used to deliver approximately 95% of Mr. Lehmkuhl’s Target Value in 2024 and 84% in 2025, our share price performance. 37 The Company’s performance against the 2024 AFFO per share goal is currently trending at threshold performance levels, while no payout is expected for the same warehouse NOI portion due to anticipated performance below the threshold goal. In addition, any equity earned based on financial performance are expected to be reduced by 20% due to our relative TSR modifier, as our TSR decreased approximately -54% from our IPO price on July 25, 2024 to December 31, 2025 (assumes that dividends are reinvested on the ex- dividend date). Finally, the Realizable Value of LTI awards is directly affected by the decline in our share price. The combined impact of our financial results for the 2024 award and share price performance is reflected in the charts below. The decrease is shown relative to the 2024 Target Value.

  33. 2024 CEO Compensation: Target Value vs. Realizable Value*

    2024 CEO Compensation: Target Value vs. Realizable Value* (in thousands) _____________________ *The illustration shows the separate impacts of our (i) AFFO per share and same warehouse NOI performance, (ii) relative TSR performance, and (iii) share price decrease. Share price decrease is valued using the difference between Lineage’s closing share price as of December 31, 2025 and the grant-date fair value of the equity award. As the chart above shows as of December 31, 2025, the Realizable Value compared to the CEO’s 2024 Target Value is down approximately 75% due to the cumulative impact of operating performance, negative relative TSR modifier and Company share price. 38 Similarly, Realizable Value for the CEO’s 2025 compensation will depend on our operating and share price performance. In the chart below, Realizable Value for 2025 is presented assuming target payout, threshold payout and no payout of performance-vesting RSUs and LTIP units to illustrate that these awards have the potential for no payout as of December 31, 2025. The decrease is shown relative to the Target Value of 2025 compensation.

  34. Role of Compensation Consultant

    Role of Compensation Consultant In order to design a competitive executive compensation program that will continue to attract top executive talent and reflect our compensation philosophy, our Talent and Compensation Committee has retained Pay Governance as an independent compensation consultant to provide executive compensation advisory services, help evaluate our compensation philosophy and objectives and provide guidance in administering our executive compensation program.

  35. Use of Comparative Market Data

    Use of Comparative Market Data

  36. Use of Market Data

    Use of Market Data The Talent and Compensation Committee periodically examines pay practices and pay data for a peer group of 16 companies as a source of market data to better understand the competitiveness of our compensation program and its various elements. Specifically, we review the range of market compensation between the 25th and 75th percentiles of our peer group as well as compensation survey data to develop an understanding of market pay levels for each position. The external market data reviewed for our 2025 executive compensation program included peer group proxy data and broad industry-comparative compensation surveys. The Talent and Compensation Committee reviews the composition of the peer group on an annual basis and considers the following criteria: •Industries that attract and retain similar talent; •Global presence and brand recognition; •Organizational complexity; •Comparable size based on annual revenue, market capitalization, Adjusted earnings before interest, taxes, depreciation, and amortization (“EBITDA”), and number of team members; and •High-growth profile. Based on the above, the peer group used for assessing 2025 compensation levels for our NEOs was as follows: •Americold Realty Trust, Inc. •C.H. Robinson Worldwide, Inc. •Conagra Brands, Inc. •Digital Realty Trust, Inc. •Equinix, Inc. •Extra Space Storage Inc. •Hilton Worldwide Holdings Inc. •Hyatt Hotels Corporation •J.B. Hunt Transport Services, Inc. •Kellanova •Norfolk Southern Corporation •Old Dominion Freight Line, Inc. •Prologis, Inc. •Public Storage •Simon Property Group, Inc. •US Foods Holding Corp. For 2025, the Talent and Compensation Committee reviewed but did not remove or add any companies that were in the 2024 peer group. 40 The Talent and Compensation Committee reviewed the total compensation of our Company’s executives relative to compensation of comparable positions among the peer companies but did not set 2025 executive compensation levels at a specific target percentile within the peer group or any other comparator group. The Talent and Compensation Committee does not establish compensation levels solely based on a review of competitive data, and also considers a number of other factors, including: Company performance relative to our stakeholder priorities, each executive’s impact and criticality to our strategy and mission, relative scope of responsibility and potential, individual performance and demonstrated leadership, and internal equity pay considerations. 2025 NEO total compensation levels varied by individual within the peer group range.

  37. Short-Term Incentive Compensation

    Short-Term Incentive Compensation

  38. 2025 Annual Bonus Program

    2025 Annual Bonus Program Our short-term incentive compensation plan has been designed to attract and retain key talent and reward executives based on performance against key financial and strategic priorities. Each NEO is eligible to receive annual bonus opportunities in the form of cash and an award of performance- vesting RSUs that vest and become payable based on the attainment of individual and/or Company performance goals, based on a specified target annual bonus award amount, expressed as a percentage of the NEO’s base salary. In 2025, each of our NEOs, other than Mr. LeMasters who became bonus eligible in 2026, participated in our annual cash and performance-vesting RSU based bonus program at the following target percentages of base salary:

  39. 2025 Annual Bonus Program

    | Name | Target Bonus as a Percentage of Base Salary | | Greg Lehmkuhl ................................................................................................ | 175% | | Robb LeMasters .............................................................................................. | —% | | Jeffrey Rivera ................................................................................................... | 125% | | Sudarsan Thattai ............................................................................................. | 100% | | Timothy Smith .................................................................................................. | 100% | | Rob Crisci ......................................................................................................... | 125% | | Sean Vanderelzen ........................................................................................... | 100% |

  40. 2025 Annual Bonus Program

    Mr. LeMasters was not eligible to receive a bonus under the annual bonus program for 2025. His target annual bonus for 2026 is 125% of his annual base salary. Our other NEOs’ target bonus opportunities as a percentage of base salary remained at the same level as in 2024. Pursuant to the terms of his Transition Agreement, Mr. Crisci remained eligible to receive an annual bonus for 2025. The annual bonus program for each of our NEOs (other than Mr. LeMasters) in 2025 included the following two primary components: (i)Performance-vesting RSU portion based on Company overall financial performance, measured by Management Adjusted EBITDA (as defined below), weighted at 70%; and 42 (ii)Cash portion based on individual performance objectives, as set forth below for each NEO, weighted at 30%. The number of performance-vesting RSUs granted to each NEO in connection with the 2025 annual bonus plan are set forth below under “—Grants of Plan-Based Awards in 2025.” In connection with the 2025 annual bonus program, on April 17, 2025, the Talent and Compensation Committee (i) approved, and the Company entered into, amended and restated employment agreements with each of Mr. Lehmkuhl and Mr. Crisci, and (ii) adopted and approved an amended and restated Executive Severance Plan (the “Severance Plan”), in each case in order to reflect that, commencing in 2025, the annual bonus opportunities of our NEOs may be offered and delivered in the form of cash and/or performance-vesting equity awards.

  41. Company Performance Objective—Management Adjusted EBITDA

    Company Performance Objective—Management Adjusted EBITDA Seventy percent of each NEO’s annual bonus is in the form of performance-vesting RSUs and based on the extent to which the Management Adjusted EBITDA objective is achieved. The following table provides threshold, target and maximum targets for the Management Adjusted EBITDA objective and provides actual 2025 results and achievement as a percentage of target. For the Management Adjusted EBITDA objective, each NEO receives a 0% payout below threshold performance, a 20% payout of target at threshold performance, a 100% payout of target at target performance, and a 200% payout of target at maximum performance. For all NEOs, the payout for performance between percentages is interpolated on a straight-line basis.

  42. Company Performance Objective—Management Adjusted EBITDA

    | Financial Objective | Threshold (20% Payout)(1) | Target (100% Payout)(1) | Maximum (200% Payout)(1) | Result(1) | Achievement | Payout (% of Target) | | Management Adjusted EBITDA . | $1,168.8 | $1,375.0 | $1,581.3 | $1,264.2 | 91.9% | 56.8% |

  43. Individual Performance Objectives

    Individual Performance Objectives Thirty percent of each NEO’s annual bonus is in the form of cash and is based on achievement of individual performance objectives. The individual performance objectives vary by NEO depending on their specific responsibilities, and payout percentages at threshold (where applicable) and maximum performance varied by objective. For each NEO, the payout for performance between threshold and target and between target and maximum is interpolated on a straight-line basis. Performance below threshold results in a 0% payout for the individual performance objectives. The following is a summary of each of our NEOs’ individual objectives for 2025 (other than Mr. LeMasters who became bonus eligible in 2026): •Mr. Lehmkuhl’s individual objectives included goals relating to our Company’s return on assets (67% of individual objectives) and Company mergers and acquisitions (33% of individual objectives). •Mr. Rivera’s individual objectives included goals relating to capital projects, forecasting, reduction of employee turnover, productivity, budget and other operational goals (weightings per goal ranging from 10% to 25% of individual objectives). 43 •Mr. Thattai’s individual objectives included operational, strategic, customer and budget goals relating to our Company’s global business, including the deployment of operating systems, warehouse system conversions and core-strategic customer facing technology products, as well as a goal relating to talent management (weightings per goal ranging from 10% to 40% of individual objectives). •Mr. Smith’s individual objectives included goals relating to talent and structure of the commercial department, customer experience, revenue, pricing, new business development, occupancy and capital deployment (weightings per goal ranging from 5% to 25% of individual objectives), and his performance achievement also gave consideration to the successful signing of a significant customer transaction. •Mr. Crisci’s individual objectives included goals relating to the talent and structure of the finance department, forecasting and investor guidance, long term financial planning, communication with investors and stakeholders (weightings per goal ranging from 15% to 25% of individual objectives). •Mr. Vanderelzen’s individual objectives included goals relating to capital projects, forecasting, reduction of employee turnover, talent management, budget and other operational and human resource goals (weightings per goal ranging from 5% to 15% of individual objectives). Following the end of 2025, our Talent and Compensation Committee reviewed and evaluated the performance of each NEO (other than Mr. LeMasters who became bonus eligible in 2026) and determined the extent to which the NEO satisfied his individual performance objectives. The Talent and Compensation Committee consulted with Mr. Lehmkuhl regarding each other NEO’s performance with respect to such NEO’s individual objectives. 44

  44. 2025 Annual Bonus Payouts

    2025 Annual Bonus Payouts The following table summarizes each NEO’s 2025 annual bonus plan objectives described above, including the applicable weighting, achievement as a percentage of target performance, payout percentage and payout amount.

  45. 2025 Annual Bonus Payouts

    | Name | Objective | Weighting | Achievement | Payout (% of Target Bonus) | Cash Payout | Earned RSUs | | Greg Lehmkuhl .. | Management Adjusted EBITDA | 70% | 91.9% | 56.8% | $— | 13,756 | | | Individual Performance Objectives | 30% | 96% | 33.3% | $210,000 | | | Robb LeMasters(1) ........ | — | —% | —% | —% | $— | — | | | — | —% | —% | —% | $— | | | Jeffrey Rivera ..... | Management Adjusted EBITDA | 70% | 91.9% | 56.8% | $— | 5,405 | | | Individual Performance Objectives | 30% | 79% | 79% | $195,525 | | | Sudarsan Thattai .................. | Management Adjusted EBITDA | 70% | 91.9% | 56.8% | $— | 4,258 | | | Individual Performance Objectives | 30% | 57% | 57% | $111,150 | | | Timothy Smith .... | Management Adjusted EBITDA | 70% | 91.9% | 56.8% | $— | 3,603 | | | Individual Performance Objectives | 30% | 51% | 51% | $84,150 | | | Rob Crisci ........... | Management Adjusted EBITDA | 70% | 91.9% | 56.8% | $— | 5,732 | | | Individual Performance Objectives | 30% | 50% | 50% | $133,716 | | | Sean Vanderelzen ........ | Management Adjusted EBITDA | 70% | 91.9% | 56.8% | $— | 3,603 | | | Individual Performance Objectives | 30% | 110% | 110% | $181,500 | |

  46. 2025 Annual Bonus Payouts

    _____________________ (1)Mr. LeMasters was not eligible to receive a bonus under the annual bonus program for 2025.

  47. 2026 Annual Bonus Program

    2026 Annual Bonus Program On March 11, 2026, the Talent and Compensation Committee approved the Company’s 2026 annual bonus program (the “2026 Bonus Program”) for the Company’s NEOs. Under the 2026 Bonus Program, our NEOs will be eligible to receive annual bonus opportunities in the form of cash and performance-vesting RSUs that vest and become payable based on the attainment of individual and/or Company performance goals. In connection with the approval of the 2026 Bonus Program, on March 11, 2026, the Equity Award Committee of our board of directors approved the grant of performance-vesting RSUs to our NEOs under the 2026 Bonus Program. 45

  48. Equity-Based Long-Term Incentive Awards

    Equity-Based Long-Term Incentive Awards We view equity-based compensation as a critical component of our balanced total compensation program. Equity-based compensation creates an ownership culture among our employees that provides an incentive to contribute to the continued growth and development of our business and aligns the interest of executives with those of our stockholders.

  49. 2025 Annual Awards

    2025 Annual Awards In 2025 we granted certain employees, including our NEOs, equity-based awards under the 2024 Plan as part of our annual equity award program, consisting of time-vesting and performance-vesting RSUs covering shares of our common stock and/or LTIP units in our operating partnership (“annual awards”). Performance-vesting LTIP unit awards are granted reflecting the maximum number of LTIP units that may be earned based on the achievement of the applicable performance criteria and thereafter become vested (including all distribution equivalent units). Mr. Lehmkuhl elected to receive his 2025 annual award equally in the form of RSUs and LTIP units, as set forth in the table below. Mr. Vanderelzen elected to receive his 2025 annual award wholly in the form of RSUs, as set forth in the table below. Each other NEO elected to receive his 2025 annual award wholly in the form of LTIP units, as set forth in the table below. LTIP units are subject to the applicable terms and conditions of the partnership agreement of our operating partnership, and are eligible to receive certain distributions from our operating partnership. The annual awards granted to our NEOs in 2025 (other than Mr. LeMasters who received a sign-on equity award which is described in further detail below) are set forth in the table below. These equity awards were granted in recognition of the impact of global macroeconomic challenges in our business, increased competition for our executive talent and certain critical commercial and operational initiatives underway in our business.

  50. 2025 Annual Awards

    | Name | RSUs (#)* | LTIP Units (#)* | | Greg Lehmkuhl ...................................................................................... | 144,875 | 262,226 | | Robb LeMasters .................................................................................... | — | — | | Jeffrey Rivera ......................................................................................... | — | 80,934 | | Sudarsan Thattai ................................................................................... | — | 80,934 | | Timothy Smith ........................................................................................ | — | 51,798 | | Rob Crisci ............................................................................................... | — | 48,561 | | Sean Vanderelzen ................................................................................. | 21,464 | — |

  51. 2025 Annual Awards

    _____________________ *Includes all time-vesting and performance-vesting RSUs and LTIP unit awards, as applicable. For performance-vesting LTIP unit awards, represents the number of LTIP units based on maximum performance and includes all distribution equivalent units, which reflects the number of LTIP units subject to the award at the time of grant.

  52. Time-Vesting Annual RSU & LTIP Unit Awards

    Time-Vesting Annual RSU & LTIP Unit Awards Pursuant to the time-vesting annual awards granted to our NEOs, each executive will be eligible to vest in a number of RSU and/or LTIP units, as applicable, based on the executive’s continued service with the Company. Time-vesting annual awards represent approximately 40% of each NEO’s total long-term incentive annual award opportunity, and will vest in annual installments over a period of three years, subject to the executive’s continued service through the applicable vesting date. The treatment of time-vesting equity awards in the event an executive’s service is terminated by us without cause, by the executive for good reason, or due to the executive’s retirement, death, disability or, if applicable, a non-renewal of the executive’s employment agreement by the Company or a family disability (each as defined in the applicable award agreement, a “qualifying termination”) is summarized below under the section entitled “Potential Payments Upon Termination or Change in Control—Long-Term Incentive Equity Awards—Time- Vesting RSU Awards and LTIP Unit Awards.” 46 The table below sets forth the number of time-vesting RSUs and/or LTIP units, as applicable, that were granted as time-vesting annual awards to each of our NEOs in 2025:

  53. Time-Vesting Annual RSU & LTIP Unit Awards

    | Name | Time-Vesting RSUs (#) | Time-Vesting LTIP Units (#) | | Greg Lehmkuhl ...................................................................................... | 57,950 | 57,951 | | Robb LeMasters .................................................................................... | — | — | | Jeffrey Rivera ......................................................................................... | — | 17,886 | | Sudarsan Thattai ................................................................................... | — | 17,886 | | Timothy Smith ........................................................................................ | — | 11,447 | | Rob Crisci ............................................................................................... | — | 10,732 | | Sean Vanderelzen ................................................................................. | 8,586 | — |

  54. Performance-Vesting Annual RSU & LTIP Unit Awards

    Performance-Vesting Annual RSU & LTIP Unit Awards Performance-vesting awards represent approximately 60% of each NEO’s total long-term incentive annual award opportunity. Pursuant to the performance-vesting annual awards granted to our NEOs, each executive is eligible to vest in a number of RSU and/or LTIP units, as applicable, ranging from either (a) 0% to 100% of the total number of LTIP units granted (which will be equal to the maximum number of units that may vest), or (b) 0% to 200% of the total number of RSUs granted, based on the Company’s attainment of specified performance goals relating to (i) AFFO per share weighted 60%; (ii) same warehouse NOI growth weighted 40%; and (iii) a +/- 20% modifier applicable to the outcome of the financial performance metrics, based on the Company’s relative TSR during the performance period commencing on January 1, 2025 and ending on December 31, 2027 (the “Performance Period”), subject to the executive’s continued service with the Company. The table below sets forth the number of performance-vesting RSU and/or LTIP units, as applicable, that were granted as annual awards to each of our NEOs in 2025:

  55. Performance-Vesting Annual RSU & LTIP Unit Awards

    | | Performance- Vesting RSUs(1) | Performance-Vesting LTIP Units(1)(2) | | | Name | Total RSUs (#) | Total LTIP Units (#) | “Base” LTIP Units (#) | | Greg Lehmkuhl ............................................................... | 86,925 | 204,275 | 173,851 | | Robb LeMasters ............................................................. | — | — | — | | Jeffrey Rivera .................................................................. | — | 63,048 | 53,658 | | Sudarsan Thattai ............................................................ | — | 63,048 | 53,658 | | Timothy Smith ................................................................. | — | 40,351 | 34,341 | | Rob Crisci ........................................................................ | — | 37,829 | 32,195 | | Sean Vanderelzen ......................................................... | 12,878 | — | — |

  56. Performance-Vesting Annual RSU & LTIP Unit Awards

    _____________________ (1)Sixty percent (60%) of the RSUs and/or base LTIP units, as applicable, are eligible to vest with respect to the AFFO per share goals (the “AFFO per share units”), and forty percent (40%) of the RSUs and/or base LTIP units, as applicable, are eligible to vest with respect to the same warehouse NOI goals (the “NOI units”). (2)Represents the number of LTIP units based on maximum performance and includes all distribution equivalent units, which reflects the number of LTIP units subject to the award at the time of grant. The LTIP units included in the “Total LTIP Units” column that are not “base” LTIP units represent distribution equivalent units (as defined and described below) that will vest, if at all, following the end of the applicable Performance Period based upon the number of base LTIP units that become performance-vested, as described below. In the event that the Company achieves AFFO per share and/or same warehouse NOI growth during the applicable Performance Period at the “threshold,” “target” or “maximum” level as specified in the applicable award agreement, a number of AFFO per share units and NOI units (as applicable) will become performance- vested with respect to a percentage of such units, as set forth in the table below. Because the number of LTIP 47 units granted is based on maximum performance, the vesting percentages applicable to each award have been scaled proportionally in order to reflect the number of units granted.

  57. Performance-Vesting Annual RSU & LTIP Unit Awards

    | | Performance Vesting Percentage (RSUs) | Performance Vesting Percentage (Base LTIP Units) | | Below “Threshold Level” ......................................................... | 0% | 0% | | “Threshold Level” ...................................................................... | 50% | 25% | | “Target Level” ............................................................................. | 100% | 50% | | “Maximum Level” ....................................................................... | 200% | 100% |

  58. Performance-Vesting Annual RSU & LTIP Unit Awards

    The number of RSU and/or LTIP units, as applicable, that performance-vest based on the foregoing will be modified by multiplying such number of units by a percentage determined in accordance with the following table, based on the Company’s TSR relative to the TSR of the MSCI US REIT Index over the applicable Performance Period:

  59. Performance-Vesting Annual RSU & LTIP Unit Awards

    | | | MSCI US REIT Index Relative TSR Performance | Modifying Percentage | | “Threshold Level” ............................................................ | ≤ | 25th Percentile | 80% | | “Target Level” ................................................................... | | 50th Percentile | 100% | | “Maximum Level” ............................................................. | ≥ | 75th Percentile | 120% |

  60. Performance-Vesting Annual RSU & LTIP Unit Awards

    In the event that the applicable performance goal is achieved at less than the “threshold” level, none of the applicable RSU and/or LTIP units will vest. If the applicable performance goal falls between the levels specified above, the performance-vesting percentage or modifying percentage (as applicable) will be determined using straight-line linear interpolation between such levels. With respect to each performance-vesting award of LTIP units, an additional number of LTIP units subject to the award (the “distribution equivalent units”) having a value equal to the dividends declared during the Performance Period in respect of the shares of our common stock corresponding to the base units that become performance vested (less any actual distributions made with respect to such units) will vest as of the completion of the Performance Period. For purposes of calculating the number of distribution equivalent units, the dividend amount will be adjusted (plus or minus) to reflect the gain or loss on such amount had the dividends been reinvested in shares of our common stock on the applicable payment dates. Any distribution equivalent units that do not become vested and earned will be cancelled and forfeited upon the completion of the Performance Period. Except as otherwise described above, and subject to certain exceptions, any performance-vesting RSUs and/or LTIP units, as applicable, that have not fully vested as of the date on which an executive’s service terminates for any reason will be cancelled and forfeited by the executive. The treatment of the performance-vesting equity awards in the event of a qualifying termination or “change in control” of the Company (as defined in the 2024 Plan) is summarized below under the section entitled “Potential Payments Upon Termination or Change in Control—Long-Term Incentive Equity Awards—Performance-Vesting RSU Awards and LTIP Unit Awards.”

  61. 2025 Crisci Special Award

    2025 Crisci Special Award In addition to his 2025 annual award, on April 1, 2025, the Equity Award Committee granted Mr. Crisci a special one-time award of 87,859 time-vesting RSUs (the “2025 Crisci Special Award”) in connection with his leadership of our financial operations during and subsequent to our initial public offering. Fifty percent (50%) of the award vested on April 1, 2026, and the remaining fifty percent (50%) will vest on April 1, 2027, subject to Mr. Crisci’s continued service through the applicable vesting date. If Mr. Crisci’s service is terminated by the Company due to his death or disability, the award will vest with respect to an additional number of RSUs that would have vested had Mr. Crisci remained in service through the 48 vesting date immediately following the date of such termination. Upon Mr. Crisci’s termination of service for any other reason, any then-unvested RSUs subject to the award will automatically be cancelled and forfeited.

  62. 2025 Vanderelzen Special Award

    2025 Vanderelzen Special Award In addition to his 2025 annual award, on January 1, 2025, the Equity Award Committee granted Mr. Vanderelzen a special one-time award of 17,074 time-vesting LTIP units in our operating partnership (the “2025 Vanderelzen Special Award”) in connection with his assignment and relocation acceptance as President, Europe, while maintaining the responsibility as Global Chief Human Resources Officer. Fifty percent (50%) of the award vested on January 1, 2026, and the remaining fifty percent (50%) will vest on January 1, 2027, subject to Mr. Vanderelzen’s continued service through the applicable vesting date. If Mr. Vanderelzen’s service is terminated by the Company without cause, by him for good reason, or due to his retirement, death or disability, the award will vest with respect to an additional number of LTIP units that would have vested had Mr. Vanderelzen remained in service through the vesting date immediately following the date of such termination. Upon Mr. Vanderelzen’s termination of service for any other reason, any then-unvested LTIP units subject to the award will automatically be cancelled and forfeited.

  63. 2025 LeMasters Sign-On Equity Award

    2025 LeMasters Sign-On Equity Award In connection with Mr. LeMasters’ appointment as our Chief Financial Officer, effective as of November 10, 2025, Mr. LeMasters received a grant of 40,569 time-vesting LTIP units in our operating partnership on November 10, 2025 and a grant of 143,005 performance-vesting LTIP units on April 1, 2026. Mr. LeMasters is not entitled to receive any 2026 Annual Award other than the grants described in this section. If Mr. LeMasters’ service is terminated by the Company without cause, by him for good reason, or due to his retirement, death or disability, (i) the time-vesting LTIP units award will vest with respect to an additional number of time-vesting LTIP units that would have vested had Mr. LeMasters remained in service through the first regularly scheduled vesting date following the date of such termination and (ii) (A) if a qualifying termination of employment occurs during the three-year performance period, a pro-rated portion of the performance-vesting LTIP units award will remain outstanding and become eligible to vest upon the administrator’s certification following such performance period and (B) if a qualifying termination of employment occurs following the three- year performance period but before the administrator’s certification, the performance-vesting LTIP units will remain outstanding and become eligible to vest upon the administrator’s certification. Upon Mr. LeMasters’ termination of service for any other reason, any then-unvested LTIP units subject to an award will automatically be cancelled and forfeited.

  64. Severance and Change in Control Arrangements

    Severance and Change in Control Arrangements We previously entered into employment agreements with each of Mr. Lehmkuhl and Mr. Crisci and adopted the Lineage, Inc. Executive Severance Plan. As discussed in the section titled “—Compensation Discussion and Analysis—Elements of Compensation—Annual Bonus Program” above, on April 17, 2025, the Talent and Compensation Committee approved, and the Company entered into, amended and restated employment agreements with each of Mr. Lehmkuhl and Mr. Crisci, and the Talent and Compensation Committee amended the Severance Plan, in each case in order to reflect the terms of the 2025 Annual Bonus Program which provide for the grant of equity awards as a component of annual bonus opportunities. Each of Messrs. LeMasters, Rivera, Thattai, Smith and Vanderelzen are participants in the Severance Plan. Our Talent and Compensation Committee believes that these types of arrangements are necessary to attract and retain executive talent and are a customary component of executive compensation. A description of these arrangements, as well as information on the estimated payments and benefits that our NEOs would have been eligible to receive as of December 31, 2025, are set forth in “—Potential Payments Upon Termination or Change in Control” below.

  65. Clawback Policy

    Clawback Policy We have adopted a compensation recovery policy that requires the recovery of certain erroneously paid incentive compensation received by our Section 16 officers on or after July 24, 2024, as required by new SEC rules and Nasdaq Listing Standards implemented pursuant to the Dodd-Frank Act, and which can be recovered from time-vesting or performance-vesting equity compensation (in addition to other forms of compensation).

  66. Equity Grant Practices

    Equity Grant Practices We do not grant equity awards in anticipation of the release of material, nonpublic information or time the release of material, nonpublic information based on equity award grant dates, vesting events, or sale events. In 2025, we did not grant any stock option or stock appreciation rights awards. We have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation for NEO grants in 2025. 51

  67. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the compensation of our NEOs for the years ended December 31, 2025, 2024, and 2023.

  68. Summary Compensation Table

    | | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation(3) ($) | Total ($) | | Greg Lehmkuhl ................... | President and Chief Executive Officer | | | | | | | | | 2025 | 1,200,000 | | 18,294,193 | 210,000 | 260,594 | 19,964,787 | | | 2024 | 1,200,000 | 4,000,000 | 62,492,311 | 1,207,769 | 441,362 | 69,341,442 | | | 2023 | 1,197,693 | — | 5,433,313 | 3,764,950 | 1,183,994 | 11,579,950 | | Robb LeMasters ................. | Chief Financial Officer | | | | | | | | | 2025 | 67,308 | | 1,370,015 | — | — | 1,437,323 | | Jeffrey Rivera ...................... | Global Chief Operations Officer | | | | | | | | | 2025 | 660,000 | | 3,173,893 | 195,525 | 122,943 | 4,152,361 | | | 2024 | 660,000 | 1,306,605 | 10,456,820 | 630,119 | 29,421 | 13,082,965 | | | 2023 | 651,923 | — | 923,356 | 1,296,722 | 274,328 | 3,146,329 | | Sudarsan Thattai ................ | Chief Transformation Officer | | | | | | | | | 2025 | 647,500 | | 3,051,339 | 111,150 | 93,809 | 3,903,798 | | | 2024 | 640,770 | 1,250,000 | 27,217,224 | 395,750 | 11,887 | 29,515,631 | | | 2023 | 621,924 | — | 1,255,135 | 1,083,564 | 226,895 | 3,187,518 | | Timothy Smith ..................... | Chief Commercial Officer | | | | | | | | | 2025 | 550,000 | | 2,046,697 | 84,150 | 137,256 | 2,818,103 | | | 2024 | 538,462 | 1,250,000 | 10,076,773 | 318,215 | 23,707 | 12,207,157 | | Rob Crisci ............................ | Former Chief Financial Officer | | | | | | | | | 2025 | 709,231 | | 7,170,437 | 133,716 | 70,841 | 8,084,225 | | | 2024 | 700,000 | 1,250,000 | 16,666,276 | 621,058 | 11,346 | 19,248,680 | | | 2023 | 465,769 | — | 14,367,378 | 1,112,053 | 14,987 | 15,960,187 | | Sean Vanderelzen .............. | Former Chief Human Resources Officer and President, Europe | | | | | | | | | 2025 | 550,000 | | 2,631,328 | 181,500 | 414,877 | 3,777,705 | | | 2024 | 538,462 | 1,363,210 | 7,936,535 | 425,046 | 60,986 | 10,324,239 | | | 2023 | 515,578 | | 833,017 | 967,204 | 298,766 | 2,614,565 |

  69. Summary Compensation Table

    _____________________ (1)Amounts shown for 2025 represent the aggregate grant date fair value of (i) time-vesting LTIP unit awards, (ii) performance-vesting LTIP “base” units, (iii) time-vesting RSUs, and (iv) performance-vesting RSUs. All such amounts were calculated in accordance with ASC Topic 718. For performance-vesting LTIP units and performance-vesting RSUs, amounts shown are based on grant date fair value utilizing a Monte Carlo simulation for the market vesting condition and probable outcome of performance (at target levels) of the financial performance conditions as of the applicable measurement date, calculated under ASC Topic 718. The aggregate grant date fair value of the performance-vesting LTIP “base” units and performance-vesting RSUs granted to our NEOs in 2025, assuming maximum performance, is set forth in the table below. For additional information on the valuation assumptions for 2025, refer to Note 18 to our consolidated financial statements for the fiscal year ended December 31, 2025, included in our Annual Report on Form 10-K for the year ended December 31, 2025.

  70. Summary Compensation Table

    | Name | Performance- Vesting LTIP Units at Target ($) | Performance- Vesting LTIP Units at Maximum ($) | Performance- Vesting RSUs at Target ($) | Performance- Vesting RSUs at Maximum ($) | | Greg Lehmkuhl ................................. | 5,172,097 | 10,344,135 | 5,172,038 | 10,344,075 | | Robb LeMasters ............................... | N/A | N/A | N/A | N/A | | Jeffrey Rivera .................................... | 1,596,326 | 3,192,651 | N/A | N/A | | Sudarsan Thattai .............................. | 1,596,326 | 3,192,651 | N/A | N/A | | Timothy Smith ................................... | 1,021,675 | 2,043,290 | N/A | N/A | | Rob Crisci .......................................... | 957,831 | 1,915,603 | N/A | N/A | | Sean Vanderelzen ............................ | N/A | N/A | 766,241 | 1,532,482 |

  71. Summary Compensation Table

    53 (2)Amounts shown in this column represent amounts earned under the cash portion of our annual bonus program for the year shown and paid in cash in the first quarter of the following year. For a description of our annual bonus program see “—Compensation Discussion and Analysis—Elements of Compensation—Short-Term Incentive Compensation—2025 Annual Bonus Program” above. (3)The following table sets forth the amount of each other item of compensation paid to, or on behalf of, our NEOs during 2025 included in the “All Other Compensation” column. Amounts for each other item of compensation are valued based on the aggregate incremental cost to us, in each case without taking into account the value of any income tax deduction for which we may be eligible.

  72. Summary Compensation Table

    | Name | Company 401(k) Match(a) ($) | Personal Use of Company Aircraft(b) ($) | International Assignment Benefits(c) ($) | Tax Gross -Ups(d) ($) | Financial Services(e) ($) | Other(f) ($) | Total ($) | | Greg Lehmkuhl ................... | 9,733 | 19,115 | — | — | 43,113 | 188,633 | 260,594 | | Robb LeMasters ................. | — | — | — | — | — | — | — | | Jeffrey Rivera ...................... | 14,000 | — | — | — | 36,025 | 72,918 | 122,943 | | Sudarsan Thattai ................ | 7,000 | — | — | — | — | 86,809 | 93,809 | | Timothy Smith ..................... | 14,000 | — | — | — | 35,433 | 87,823 | 137,256 | | Rob Crisci ............................ | 11,977 | — | — | — | — | 58,864 | 70,841 | | Sean Vanderelzen .............. | 13,971 | — | 190,781 | 121,492 | — | 88,633 | 414,877 |

  73. Summary Compensation Table

    _____________________ (a)For 2025, we matched 100% of the first 3% and 50% of the next 2% percent of eligible compensation (subject to applicable limits under the Code) contributed on a pre-tax basis to our 401(k) plan. (b)Amounts in this column reflect the taxable benefit received by Mr. Lehmkuhl in connection with the use of the Company’s aircraft for business travel while accompanied by friends and/or family members. (c)Amounts in this column reflect allowances and fees paid by the Company related to the relocation of Mr. Vanderelzen in connection with his assignment as President, Europe, including (i) relocation reimbursement/allowance - $26,042, (ii) goods and services reimbursement/allowance - $112,151, (iii) property management allowance - $6,000, and (iv) home leave - $46,588. (d)Amounts in this column reflects a tax gross-up on benefits in relation to Mr. Vanderelzen’s international assignment as President, Europe. (e)Amounts in this column reflect fees paid by the Company for tax and estate planning services. (f)Amounts in this column are based on the aggregate incremental cost to our Company for Company-paid life insurance premiums (Mr. Lehmkuhl- $1,518; Mr. Rivera - $1,518; Mr. Thattai - $1,518; Mr. Smith - $4,356; Mr. Crisci - $1,518; and Mr. Vanderelzen - $1,518), annual executive medical examinations (Mr. Lehmkuhl- $2,500; Mr. Rivera - $2,500; Mr. Thattai - $2,500; Mr. Smith - $3,000; Mr. Crisci - $3,500; and Mr. Vanderelzen - $2,500) and a payout of accrued but unused paid time off that was paid out following an amendment to the Company’s paid time off policy (Mr. Lehmkuhl- $184,615; Mr. Rivera - $68,900; Mr. Thattai - $82,791; Mr. Smith - $80,467; Mr. Crisci - $53,846; and Mr. Vanderelzen - $84,615). 54

  74. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025 The following table provides information relating to grants of plan-based awards made during 2025.

  75. Grants of Plan-Based Awards in 2025

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(5) (#) | Grant Date Fair Value of Stock and Option Awards(6) ($) | | Name | Grant Date(3) | Date of Approval(4) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Greg Lehmkuhl | | | | | | | | | | | | Annual Bonus (Cash) ........... | — | — | 126,000 | 630,000 | 1,260,000 | — | — | — | — | — | | Annual Bonus (Performance-Vesting Award) ............................... | 3/18/2025 | 3/18/2025 | — | — | — | 4,844 | 24,218 | 48,436 | — | 1,470,033 | | LTIP Units (Time-Vesting Annual Award) ................. | 4/17/2025 | 4/17/2025 | — | — | — | — | — | — | 57,951 | 3,240,040 | | Time-Vesting RSU (Time- Vesting Annual Award) .... | 4/17/2025 | 4/17/2025 | — | — | — | — | — | — | 57,950 | 3,239,985 | | LTIP Units (Performance- Vesting Annual Award ) .. | 4/17/2025 | 4/17/2025 | — | — | — | 43,463 | 86,926 | 173,851 | — | 5,172,097 | | Performance-Vesting RSU (Performance-Vesting Annual Award) .................. | 4/17/2025 | 4/17/2025 | — | — | — | 43,463 | 86,925 | 173,850 | — | 5,172,038 | | Robb LeMasters | | | | | | | | | | | | LTIP Units (Time-Vesting Annual Award) ................. | 11/10/2025 | 10/17/2025 | — | — | — | — | — | — | 40,569 | 1,370,015 | | Jeffrey Rivera | | | | | | | | | | | | Annual Bonus (Cash) ........... | — | — | 123,750 | 247,500 | 495,000 | — | — | — | — | — | | Annual Bonus (Performance-Vesting Award) ............................... | 3/18/2025 | 3/18/2025 | — | — | — | 1,903 | 9,515 | 19,030 | — | 577,561 | | LTIP Units (Time-Vesting Annual Award) .................. | 4/17/2025 | 4/17/2025 | — | — | — | — | — | — | 17,886 | 1,000,006 | | LTIP Units (Performance- Vesting Annual Award) .... | 4/17/2025 | 4/17/2025 | — | — | — | 13,415 | 26,829 | 53,658 | — | 1,596,326 | | Sudarsan Thattai | | | | | | | | | | | | Annual Bonus (Cash) ........... | — | — | 97,500 | 195,000 | 390,000 | — | — | — | — | — | | Annual Bonus (Performance-Vesting Award) ............................... | 3/18/2025 | 3/18/2025 | — | — | — | 1,500 | 7,496 | 14,992 | — | 455,007 | | LTIP Units (Time-Vesting Annual Award) .................. | 4/17/2025 | 4/17/2025 | — | — | — | — | — | — | 17,886 | 1,000,006 | | LTIP Units (Performance- Vesting Annual Award) .... | 4/17/2025 | 4/17/2025 | — | — | — | 13,415 | 26,829 | 53,658 | — | 1,596,326 | | Timothy Smith | | | | | | | | | | | | Annual Bonus (Cash) | — | — | 82,500 | 165,000 | 330,000 | — | — | — | — | — | | Annual Bonus (Performance-Vesting Award) ............................... | 3/18/2025 | 3/18/2025 | — | — | — | 1,269 | 6,343 | 12,686 | — | 385,020 | | LTIP Units (Time-Vesting Annual Award) .................. | 4/17/2025 | 4/17/2025 | — | — | — | — | — | — | 11,447 | 640,002 | | LTIP Units (Performance- Vesting Annual Award) | 4/17/2025 | 4/17/2025 | — | — | — | 8,586 | 17,171 | 34,341 | — | 1,021,675 | | Rob Crisci | | | | | | | | | | | | Annual Bonus (Cash) ........... | — | — | 133,716 | 267,432 | 534,863 | — | — | — | — | — | | Annual Bonus (Performance-Vesting Award) ............................... | 3/18/2025 | 3/18/2025 | — | — | — | 2,019 | 10,091 | 20,182 | — | 612,524 | | Time-Vesting RSU (Time- Vesting Special Award) ... | 4/1/2025 | 3/25/2025 | — | — | — | — | — | — | 87,859 | 5,000,056 | | LTIP Units (Time-Vesting Annual Award) .................. | 4/17/2025 | 4/17/2025 | — | — | — | — | — | — | 10,732 | 600,026 | | LTIP Units (Performance- Vesting Annual Award) .... | 4/17/2025 | 4/17/2025 | — | — | — | 8,049 | 16,098 | 32,195 | — | 957,831 |

  76. Grants of Plan-Based Awards in 2025

    55

  77. Grants of Plan-Based Awards in 2025

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(5) (#) | Grant Date Fair Value of Stock and Option Awards(6) ($) | | Name | Grant Date(3) | Date of Approval(4) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Sean Vanderelzen | | | | | | | | | | | | Annual Bonus (Cash) ........... | — | — | 82,500 | 165,000 | 330,000 | — | — | — | — | — | | LTIP Units (Time-Vesting Special Award) ................. | 1/1/2025 | 12/10/2024 | — | — | — | — | — | — | 17,074 | 1,000,024 | | Annual Bonus (Performance-Vesting Award) ............................... | 3/18/2025 | 3/18/2025 | — | — | — | 1,269 | 6,343 | 12,686 | — | 385,020 | | Time-Vesting RSU (Time- Vesting Annual Award) .... | 4/17/2025 | 4/17/2025 | — | — | — | — | — | — | 8,586 | 480,043 | | Performance-Vesting RSU (Performance-Vesting Annual Award) .................. | 4/17/2025 | 4/17/2025 | — | — | — | 6,439 | 12,878 | 25,756 | — | 766,241 |

  78. Grants of Plan-Based Awards in 2025

    _____________________ (1)Reflects threshold, target and maximum payment opportunities of the cash-based portion of the 2025 annual bonus program. For a description of our annual bonus plan, see “Compensation Discussion and Analysis—Elements of Compensation—Short-Term Incentive Compensation—2025 Annual Bonus Program” above. The actual amounts paid in the first quarter of 2026 under our 2025 annual bonus program are disclosed in the “Summary Compensation Table” under the “Non–Equity Incentive Plan Compensation” column. (2)With respect to the annual bonus, reflects threshold, target and maximum payment opportunities of the equity-based portion of the 2025 annual bonus program. The vesting provisions for the annual bonus program performance-vesting RSUs are described above in the section titled “Compensation Discussion and Analysis—Elements of Compensation—Short-Term Incentive Compensation—2025 Annual Bonus Program.” With respect to performance-vesting annual awards, reflects performance-vesting LTIP “base” units and RSUs granted during 2025. The vesting provisions for the performance-vesting annual awards of LTIP “base” units and RSUs are described above in the section titled “Compensation Discussion and Analysis—Elements of Compensation—Equity-Based Long-Term Incentive Awards—2025 Annual Awards—Performance-Vesting Annual RSU & LTIP Unit Awards.” (3)Represents the grant date determined for financial statement reporting purposes pursuant to ASC Topic 718. (4)Represents the date on which the applicable issuer took action to grant the applicable award (to the extent the date differs from the grant date determined for financial statement reporting purposes pursuant to ASC Topic 718). (5)Reflects time-vesting LTIP units and time-vesting RSUs granted during 2025. The vesting provisions for the time-vesting LTIP units and time-vesting RSUs are described above in the sections titled “Compensation Discussion and Analysis—Elements of Compensation— Equity-Based Long-Term Incentive Awards.” (6)Amounts shown in this column represent the aggregate grant date fair value of the awards calculated in accordance with ASC Topic 718. For performance-vesting LTIP units, amounts shown are based on grant date fair value of the “base” units utilizing a Monte Carlo simulation for the market vesting condition and probable outcome (at target levels) of performance of the financial performance conditions as of the grant date, calculated under ASC Topic 718. For additional information on the valuation assumptions for 2025, refer to Note 18 to our consolidated financial statements for the fiscal year ended December 31, 2025, included in our Annual Report on Form 10-K for the year ended December 31, 2025.

  79. Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table

  80. Outstanding Equity Awards at Fiscal Year-End Table

    Outstanding Equity Awards at Fiscal Year-End Table The following table sets forth information regarding outstanding unvested incentive equity awards held by our NEOs as of December 31, 2025. No stock options were outstanding as of December 31, 2025.

  81. Outstanding Equity Awards at Fiscal Year-End Table

    | | Stock Awards | | | | | | | | | | Equity Incentive Plan Awards: | Equity Incentive Plan Awards: | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) | Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) ($) | | Greg Lehmkuhl .............. | 7/26/2024(2) | 178,948 | 6,263,180 | — | — | | | 8/26/2024(3) | — | — | 268,355 | 9,392,425 | | | 3/18/2025(4) | — | — | 24,218 | 847,630 | | | 4/17/2025(5) | — | — | 35,359 | 1,237,565 | | | 4/17/2025(6) | — | — | 34,770 | 1,216,950 | | | 4/17/2025(7) | 57,950 | 2,028,250 | — | — | | | 4/17/2025(8) | 57,951 | 2,028,285 | — | — | | Robb LeMasters ............ | 11/10/2025(9) | 40,569 | 1,419,915 | — | — | | Jeffrey Rivera ................. | 7/26/2024(10) | 53,796 | 1,882,860 | — | — | | | 7/26/2024(2) | 10,527 | 368,445 | — | — | | | 8/26/2024(3) | — | — | 15,787 | 552,545 | | | 3/18/2025(4) | — | — | 9,515 | 333,025 | | | 4/17/2025(5) | — | — | 10,914 | 381,990 | | | 4/17/2025(8) | 17,886 | 626,010 | — | — | | Sudarsan Thattai ........... | 7/26/2024(10) | 124,858 | 4,370,030 | — | — | | | 7/26/2024(2) | 35,088 | 1,228,080 | — | — | | | 8/26/2024(3) | — | — | 52,619 | 1,841,665 | | | 3/18/2025(4) | — | — | 7,496 | 262,360 | | | 4/17/2025(5) | — | — | 10,914 | 381,990 | | | 4/17/2025(8) | 17,886 | 626,010 | — | — | | Timothy Smith ............... | 7/26/2024(10) | 33,823 | 1,183,805 | — | — | | | 7/26/2024(2) | 17,544 | 614,040 | — | — | | | 8/26/2024(3) | — | — | 26,310 | 920,850 | | | 3/18/2025(4) | — | — | 6,343 | 222,005 | | | 4/17/2025(5) | — | — | 6,986 | 244,510 | | | 4/17/2025(8) | 11,447 | 400,645 | — | — | | Rob Crisci ....................... | 7/26/2024(10) | 37,038 | 1,296,330 | — | — | | | 7/26/2024(2) | 35,088 | 1,228,080 | — | — | | | 8/26/2024(3) | — | — | 52,619 | 1,841,665 | | | 3/18/2025(4) | — | — | 10,091 | 353,185 | | | 4/1/2025(11) | 87,859 | 3,075,065 | — | — | | | 4/17/2025(5) | — | — | 6,549 | 229,215 |

  82. Outstanding Equity Awards at Fiscal Year-End Table

    60

  83. Outstanding Equity Awards at Fiscal Year-End Table

    | | Stock Awards | | | | | | | | | | Equity Incentive Plan Awards: | Equity Incentive Plan Awards: | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) | Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) ($) | | | 4/17/2025(8) | 10,732 | 375,620 | — | — | | Sean Vanderelzen ......... | 7/26/2024(10) | 14,982 | 524,370 | — | — | | | 7/26/2024(12) | 14,982 | 524,370 | — | — | | | 7/26/2024(2) | 12,282 | 429,870 | — | — | | | 8/26/2024(3) | — | — | 18,419 | 644,665 | | | 1/1/2025(13) | 17,074 | 597,590 | — | — | | | 3/18/2025(4) | — | — | 6,343 | 222,005 | | | 4/17/2025(6) | — | — | 5,152 | 180,320 | | | 4/17/2025(7) | 8,586 | 300,510 | — | — |

  84. Outstanding Equity Awards at Fiscal Year-End Table

    _____________________ (1)Reflects the number of unvested units subject to the applicable RSU or LTIP unit award as of December 31, 2025 shown in the table multiplied by the per share closing price of our common stock on December 31, 2025, which was $35.00 per share. (2)Reflects the time-vesting annual awards of LTIP units that vest in substantially equal annual installments on each of the first three anniversaries of April 1, 2024, subject to the NEO’s continued employment or service with the Company through the applicable vesting date. These awards are subject to certain accelerated vesting provisions in connection with a qualifying termination of the NEO’s employment, as further described under the section titled “—Potential Payments Upon Termination or Change in Control—Long-Term Incentive Equity Awards— Time-Vesting RSU Awards and LTIP Unit Awards.” (3)Reflects the performance-vesting annual awards of LTIP units that vest based on the Company’s attainment of specified performance goals relating to (i) AFFO per share, (ii) same warehouse NOI growth, and (iii) TSR relative to the TSR of the S&P 500, during the performance period commencing on January 1, 2024 (for the AFFO per share and same warehouse NOI goals) or the date of completion of our IPO (for the relative TSR goal), and ending on December 31, 2026, subject to the NEO’s continued employment or service with the Company through the end of the performance period. Amounts shown assume the Company’s achievement of the AFFO per share goals at target level of performance and the same warehouse NOI goals at threshold performance, in each case, as modified by the relative TSR modifier at 80% and with applicable adjustments to reflect the truncated performance period (based on where performance was tracking as of December 31, 2025). These awards are subject to certain accelerated vesting provisions in connection with a qualifying termination of the NEO’s employment, as further described under the section titled “—Potential Payments Upon Termination or Change in Control—Long-Term Incentive Equity Awards—Performance-Vesting RSU Awards and LTIP Unit Awards.” (4)Reflects the performance-vesting RSUs granted in connection with the 2025 annual bonus plan that vest based on the Company’s attainment of specified performance goals relating to Management Adjusted EBITDA during the performance period commencing on January 1, 2025, and ending on December 31, 2025, subject to the NEO’s continued employment or service with the Company through the end of the performance period. Amounts shown reflect the Company’s achievement of the Management Adjusted EBITDA goal at target performance. The actual payout percentage was at 91.9% of target. (5)Reflects the performance-vesting annual awards of LTIP units that vest based on the Company’s attainment of specified performance goals relating to (i) AFFO per share, (ii) same warehouse NOI growth, and (iii) TSR relative to the TSR of the MSCI US REIT Index, during the performance period commencing on January 1, 2025, and ending on December 31, 2027, subject to the NEO’s continued employment or service with the Company through the end of the performance period. Amounts shown assume the Company’s achievement of the AFFO per share goals and the same warehouse NOI goals at threshold performance, in each case, as modified by the relative TSR modifier at 80% and with applicable adjustments to reflect the truncated performance period (based on where performance was tracking as of December 31, 2025). These awards are subject to certain accelerated vesting provisions in connection with a qualifying termination of the NEO’s employment, as further described under the section titled “—Potential Payments Upon Termination or Change in Control—Long-Term Incentive Equity Awards—Performance-Vesting RSU Awards and LTIP Unit Awards.” (6)Reflects the performance-vesting annual awards of RSUs that vest based on the Company’s attainment of specified performance goals relating to (i) AFFO per share, (ii) same warehouse NOI growth, and (iii) TSR relative to the TSR of the MSCI US REIT Index, during the performance period commencing on January 1, 2025, and ending on December 31, 2027, subject to the NEO’s continued employment or service with the Company through the end of the performance period. Amounts shown assume the Company’s achievement of the AFFO per share goals and the same warehouse NOI goals at threshold performance, in each case, as modified by the relative TSR modifier at 80% and with applicable adjustments to reflect the truncated performance period (based on where performance was tracking as of December 31, 2025). These awards are subject to certain accelerated vesting provisions in connection with a qualifying termination of the NEO’s employment, as further described under the section titled “—Potential Payments Upon Termination or Change in Control—Long-Term Incentive Equity Awards—Performance-Vesting RSU Awards and LTIP Unit Awards.” 61 (7)Reflects the time-vesting annual awards of RSUs that vest in substantially equal annual installments on each of the first three anniversaries of April 1, 2025, subject to the NEO’s continued employment or service with the Company through the applicable vesting date. These awards are subject to certain accelerated vesting provisions in connection with a qualifying termination of the NEO’s employment, as further described under the section titled “—Potential Payments Upon Termination or Change in Control—Long-Term Incentive Equity Awards— Time-Vesting RSU Awards and LTIP Unit Awards.” (8)Reflects the time-vesting annual awards of LTIP Units that vest in substantially equal annual installments on each of the first three anniversaries of April 1, 2025, subject to the NEO’s continued employment or service with the Company through the applicable vesting date. These awards are subject to certain accelerated vesting provisions in connection with a qualifying termination of the NEO’s employment, as further described under the section titled “—Potential Payments Upon Termination or Change in Control—Long-Term Incentive Equity Awards— Time-Vesting RSU Awards and LTIP Unit Awards.” (9)Reflects the time-vesting LeMasters Sign-On Equity Award of LTIP Units that vest in substantially equal annual installments on each of the first three anniversaries of November 10, 2025, subject to the NEO’s continued employment or service with the Company through the applicable vesting date. These awards are subject to certain accelerated vesting provisions in connection with a qualifying termination of the NEO’s employment, as further described under the section titled “—Elements of Compensation—Equity-Based Long-Term Incentive Awards—2025 LeMasters Sign-On Equity Award.” (10)Reflects the time-vesting LTIP units granted in replacement of outstanding unvested Class C Units in LLH MGMT Profits, LLC and LLH MGMT Profits II, LLC (“LMEP Units”), that vest in substantially equal annual installments on each of the first three anniversaries of April 1, 2024, subject to the NEO’s continued employment or service with the Company through the applicable vesting date. These awards are subject to certain accelerated vesting provisions in connection with a qualifying termination of the NEO’s employment, as further described under the section titled “—Potential Payments Upon Termination or Change in Control—Long-Term Incentive Equity Awards — Time-Vesting RSU Awards and LTIP Unit Awards.” (11)Reflects the time-vesting Crisci Special Award of RSUs that vest in substantially equal annual installments on each of the first two anniversaries of April 1, 2025, subject to the NEO’s continued employment or service with the Company through the applicable vesting date. These awards are subject to certain accelerated vesting provisions in connection with a qualifying termination of the NEO’s

  85. Outstanding Equity Awards at Fiscal Year-End Table

    employment, as further described under the section titled “—Elements of Compensation—Equity-Based Long-Term Incentive Awards— 2025 Crisci Special Award.” (12)Reflects the time-vesting RSUs granted in replacement of outstanding unvested LMEP Units, that vest in substantially equal annual installments on each of the first three anniversaries of April 1, 2024, subject to the NEO’s continued employment or service with the Company through the applicable vesting date. These awards are subject to certain accelerated vesting provisions in connection with a qualifying termination of the NEO’s employment, as further described under the section titled “—Potential Payments Upon Termination or Change in Control—Long-Term Incentive Equity Awards— Time-Vesting RSU Awards and LTIP Unit Awards.” (13)Reflects the time-vesting Vanderelzen Special Award of LTIP Units that vest in substantially equal annual installments on each of the first two anniversaries of January 1, 2025, subject to the NEO’s continued employment or service with the Company through the applicable vesting date. These awards are subject to certain accelerated vesting provisions in connection with a qualifying termination of the NEO’s employment, as further described under the section titled “—Elements of Compensation—Equity-Based Long-Term Incentive Awards—2025 Vanderelzen Special Award.”

  86. Option Exercises and Stock Vested in 2025

    Option Exercises and Stock Vested in 2025 The following table sets forth information regarding vesting of stock awards held by our NEOs during fiscal year 2025. No stock options were exercised by our NEOs during fiscal year 2025.

  87. Option Exercises and Stock Vested in 2025

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Greg Lehmkuhl ............................................................................................ | 89,474 | 5,091,965 | | Robb LeMasters .......................................................................................... | — | — | | Jeffrey Rivera ............................................................................................... | 32,160 | 1,830,226 | | Sudarsan Thattai ......................................................................................... | 79,972 | 4,551,207 | | Timothy Smith .............................................................................................. | 25,683 | 1,461,620 | | Rob Crisci ..................................................................................................... | 36,062 | 2,052,288 | | Sean Vanderelzen ....................................................................................... | 21,122 | 1,202,053 |

  88. Option Exercises and Stock Vested in 2025

    _____________________ (1)Amounts are calculated by multiplying the number of LTIP units or common shares vested by the market value of a share of our common stock on the vesting date. 62

  89. Nonqualified Deferred Compensation Table

    Nonqualified Deferred Compensation Table We maintain the Lineage Logistics Holdings, LLC Deferred Compensation Plan (the “Deferred Compensation Plan”) for a select group of our highly compensated employees, in which all of our NEOs are eligible to participate. The following table contains information regarding the Deferred Compensation Plan.

  90. Nonqualified Deferred Compensation Table

    | | Executive Contributions in Last Year(1) ($) | Registrant Contributions in Last Year ($) | Aggregate Earnings in Last Year ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Year End ($) | | Greg Lehmkuhl ........................ | — | — | — | — | — | | Robb LeMasters ...................... | — | — | — | — | — | | Jeffrey Rivera ........................... | 66,000 | — | 144,020 | — | 852,882 | | Sudarsan Thattai ..................... | — | — | — | — | — | | Timothy Smith .......................... | — | — | — | — | — | | Rob Crisci ................................. | — | — | — | — | — | | Sean Vanderelzen ................... | 84,113 | — | 50,994 | — | 397,828 |

  91. Nonqualified Deferred Compensation Table

    _____________________ (1)Each of Messrs. Rivera’s and Vanderelzen’s 2025 contributions to the Deferred Compensation Plan consists of a portion of their 2025 annual base salary, and the amounts are included as compensation in the “Summary Compensation Table” for 2025. Under the Deferred Compensation Plan, eligible employees, including our NEOs, are permitted to defer receipt of a minimum of 10% up to a maximum of 75% of their base salary and a minimum of 10% up to a maximum of 100% of their annual cash bonus, commissions and/or other cash compensation earned during a plan year. The amounts deferred under the Deferred Compensation Plan are deemed to be invested in investment alternatives chosen by the participant from a range of choices established by the plan administrator. The balances of participant accounts are adjusted to reflect the earnings that would have been obtained if the participant contributions had actually been invested in the applicable investment alternatives. Participants may allocate their deferred compensation to (i) a retirement account or (ii) one or more flex accounts (i.e. separation accounts and specified date accounts). Participants may also elect whether to receive distributions of their account balances in a single lump sum amount or in annual installments to be paid over a period not to exceed five years (with respect to specified date accounts) or 10 years (with respect to retirement and separation accounts). We may from time to time in our sole discretion, credit discretionary Company contributions in the form of matching, profit sharing or other contributions, to any participant’s retirement account, in any amount. Company contributions shall vest on the schedule specified by the plan administrator (unless they are “make-up matching contributions” or “supplemental matching contributions” which vest at the rate provided under the 401(k) plan), and shall become 100% vested if while the participant is employed, such participant dies, becomes disabled, or there is a change in control (as defined in the Deferred Compensation Plan), the participant attains age 65, or accelerated vesting is otherwise provided for by the participating employer. A participant’s account becomes payable upon the first to occur of the payment date or events applicable to such account, including: (i) the calendar year specified by the participant, (ii) a separation from service, (iii) death, or (iv) an unforeseeable emergency (upon request of participant and approval of the plan administrator). Notwithstanding the foregoing, the plan administrator in its discretion may cash-out small balances and/or accelerate or delay payments to the extent permitted under Section 409A of the Code. Payment of a participant’s account will be made or commence, as applicable, as follows: (i) in the case of a specified date account, on the first day of the month specified by the participant, (ii) in the case of a separation from service (other than death), in the calendar year following the year in which the separation from service occurs, unless, with respect to a retirement or separation account, the participant elected a later year (specified date account balances will be paid in a single lump sum, regardless of whether payment commenced pursuant to the preceding subclause (i), as of the date of separation from service), (iii) in the case of death (regardless of whether the participant is an employee at the time of death), all remaining vested account balances shall be paid to his or her beneficiary in a single lump sum no later than December 31 of the year following the year in 63 which the participant’s death occurs, (iv) in the case of an unforeseeable emergency, in a single lump sum within the 90-day period following the plan administrator’s approval of the payment. In the case of a change in control (as defined in the Deferred Compensation Plan) of our Company, a participant who experiences a separation from service in the same calendar year, or within 24 months following such Change in Control will receive all of their unpaid account balances in a single lump sum in the calendar year following the separation from service. The Deferred Compensation Plan is administered by our Company, which has the authority to appoint or delegate the administration of the plan to a committee. The Deferred Compensation Plan is an unfunded plan for Federal tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended. A “rabbi trust” has been established to satisfy our obligations under the Deferred Compensation Plan.

  92. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  93. Estimated Potential Payments

    Estimated Potential Payments The following table summarizes the payments that would be made to our NEOs (other than Mr. Crisci) upon the occurrence of certain qualifying terminations of employment or a change in control, in any case, occurring on December 31, 2025. Amounts shown do not include (i) accrued but unpaid base salary through the date of termination or (ii) other benefits earned or accrued by the NEO during his employment that are available to all salaried employees, such as accrued vacation. Mr. Crisci’s payments are described above under “Transition Agreement - Mr. Crisci.”

  94. Estimated Potential Payments

    | Name(1) | Benefits | Termination Without Cause or for Good Reason (no Change in Control)(2) ($) | Change in Control (no Termination)(3) ($) | Termination Without Cause or for Good Reason in Connection with a Change in Control(4) ($) | Termination due to Death or Disability(2) ($) | Termination due to Retirement or Family Disability(2)(5) ($) | Termination due to Company Nonrenewal(2)(6) ($) | | Greg Lehmkuhl | Cash Severance ...... | 7,291,460 | — | 10,591,460 | 691,460 | 691,460 | — | | | Equity Acceleration(7) | 7,621,775 | 4,791,465 | 7,621,775 | 7,621,775 | 7,621,775 | 7,621,775 | | | Continued Healthcare(8) .. | 34,251 | — | 51,376 | — | — | — | | | Total ............... | 14,947,486 | 4,791,465 | 18,264,611 | 8,313,235 | 8,313,235 | 7,621,775 | | Robb LeMasters | Cash Severance ...... | 1,575,000 | — | 2,362,500 | — | — | — | | | Equity Acceleration(7) | 473,305 | — | 473,305 | 473,305 | 473,305 | — | | | Continued Healthcare(8) .. | — | — | — | — | — | — | | | Total ............... | 2,048,305 | — | 2,835,805 | 473,305 | 473,305 | — | | Jeffrey Rivera | Cash Severance ...... | 1,485,000 | — | 2,227,500 | — | — | — | | | Equity Acceleration(7) | 1,518,930 | 281,890 | 1,518,930 | 1,518,930 | 1,518,930 | — | | | Continued Healthcare(8) .. | 31,813 | — | 47,720 | — | — | — | | | Total ............... | 3,035,743 | 281,890 | 3,794,150 | 1,518,930 | 1,518,930 | — | | Sudarsan Thattai | Cash Severance ...... | 1,300,000 | — | 1,950,000 | — | — | — |

  95. Estimated Potential Payments

    68

  96. Estimated Potential Payments

    | Name(1) | Benefits | Termination Without Cause or for Good Reason (no Change in Control)(2) ($) | Change in Control (no Termination)(3) ($) | Termination Without Cause or for Good Reason in Connection with a Change in Control(4) ($) | Termination due to Death or Disability(2) ($) | Termination due to Retirement or Family Disability(2)(5) ($) | Termination due to Company Nonrenewal(2)(6) ($) | | | Equity Acceleration(7) | 3,623,025 | 939,540 | 3,623,025 | 3,623,025 | 3,623,025 | — | | | Continued Healthcare(8) .. | 31,813 | — | 47,720 | — | — | — | | | Total ............... | 4,954,838 | 939,540 | 5,620,745 | 3,623,025 | 3,623,025 | — | | Timothy Smith | Cash Severance ...... | 1,100,000 | — | 1,650,000 | — | — | — | | | Equity Acceleration(7) | 1,340,115 | 469,770 | 1,340,115 | 1,340,115 | 1,340,115 | — | | | Continued Healthcare(8) .. | 29,608 | — | 44,412 | — | — | — | | | Total ............... | 2,469,723 | 469,770 | 3,034,527 | 1,340,115 | 1,340,115 | — | | Sean Vanderelzen | Cash Severance ...... | 1,100,000 | — | 1,650,000 | — | — | — | | | Equity Acceleration(7) | 1,353,660 | 328,860 | 1,353,660 | 1,353,660 | 1,353,660 | — | | | Continued Healthcare(8) .. | 18,368 | — | 27,552 | — | — | — | | | Total ............... | 2,472,028 | 328,860 | 3,031,212 | 1,353,660 | 1,353,660 | — |

  97. Estimated Potential Payments

    _____________________ (1)For Estimated Potential Payment information for Rob Crisci, please see the section titled "—Potential Payments Upon Termination or Change in Control—Transition Agreement - Mr. Crisci." (2)Performance-vesting awards are reflected: (a) assuming actual level of performance as of December 31, 2025 for each such award (which the Company determined to be (i) for awards granted in 2024, between threshold and target for the AFFO per share goals and below threshold for the same warehouse NOI goals, in each case, as modified by the relative TSR modifier at 80%; and (ii) for awards granted in 2025, below threshold for the AFFO per share goals and the same warehouse NOI goals, in each case, as modified by the relative TSR modifier at 80%) and (b) prorated for the portion of the three-year performance period completed as of December 31, 2025 (with applicable adjustments to reflect the truncated performance period). For unvested time-vesting awards, includes the portion of the award that would have become vested upon the next regularly scheduled vesting date following December 31, 2025. (3)Assumes (i) a change in control was consummated on December 31, 2025 and (ii) that the time-vesting awards are assumed or substituted in connection with the change in control. For performance-vesting awards, includes the portion of the award that would have become vested assuming the applicable performance period ended on December 31, 2025, assuming actual level of performance as of December 31, 2025 for each such award (which the Company determined to be (i) for awards granted in 2024, between threshold and target for the AFFO per share goals and below threshold for the same warehouse NOI goals, in each case, as modified by the relative TSR modifier at 80%; and (ii) for awards granted in 2025, below threshold for the AFFO per Share goals and the same warehouse NOI goals, in each case, as modified by the relative TSR modifier at 80%). Unvested time-vesting awards will not accelerate if assumed or substituted. (4)Assumes a change in control was consummated on December 31, 2025. For performance-vesting awards, includes the portion of the award that would have become vested assuming the applicable performance period ended on December 31, 2025, assuming actual level of performance as of December 31, 2025 for each such award (which the Company determined to be (i) for awards granted in 2024, between threshold and target for the AFFO per share goals and below threshold for the same warehouse NOI goals, in each case, as modified by the relative TSR modifier at 80%; and (ii) for awards granted in 2025, below threshold for the AFFO per share goals and the same warehouse NOI goals, in each case, as modified by the relative TSR modifier at 80%). For unvested time-vesting awards, includes the portion of the award that would have become vested upon the next regularly scheduled vesting date following December 31, 2025. (5)Amounts in this column reflect benefits payable for the NEOs in event of a termination of their employment due to retirement, and with respect to Mr. Lehmkuhl, a family disability. (6)Amounts in this column reflect benefits payable for Mr. Lehmkuhl in event of a termination of his employment due to a non-renewal of Mr. Lehmkuhl’s employment agreement by the Company. (7)Values reflect the number of accelerated LTIP units and/or RSUs, as applicable, multiplied by the per share closing market price of shares of our common stock on December 31, 2025 ($35.00 per share). (8)Amounts reflect the value of the applicable months of healthcare coverage pursuant to the NEO’s employment agreement or Severance Plan, as applicable, using our 2026 COBRA premium rate. 69

  98. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the 2025 annual total compensation of our CEO and the median of the annual total compensation of our employees (other than the CEO). For 2025, our last completed fiscal year: •The annual total compensation of our CEO was $19,964,787; and •The median of the annual total compensation of our employees (other than our CEO) was $56,102. Based on this information, for 2025, we estimate the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees to be 356:1. We identified our median employee for the 2025 pay ratio analysis using the methodology and the material assumptions, adjustments, and estimates described below. Because the SEC rules for identifying the median employee and calculating the pay ratio permit companies to use various methodologies, assumptions, exemptions, and estimates, the pay ratios reported by other companies may not be comparable with the ratio that we have provided. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. •We determined that, as of December 31, 2025, our employee population of full-time, part-time and temporary employees consisted of 24,353 individuals, excluding our CEO. •As permitted by the pay ratio rules, we excluded certain non-US employees that represent less than 5% of our entire employee population as follows: •5 employees from South Africa and •90 employees from India. •To identify the “median employee” from our employee population, we utilized a consistently applied compensation measure as permitted by the rules. This measure is the sum of base salary and target bonus for the period January 1, 2025 through December 31, 2025. Base salary earnings for any full- time and part-time employees who were hired after January 1, 2025 were annualized. Earnings of employees outside of the U.S. were converted to U.S. dollars using currency exchange rates effective as of December 31, 2025. •We then identified our median employee from our employee population by arraying and sorting the employees by the foregoing consistently applied compensation measure and choosing the employee ranked in the middle of the population. This median employee is an hourly employee based in the U.S. •The annual total compensation for our CEO represents the amount reported for our CEO in the “Total” column of our 2025 Summary Compensation Table included on page 52 of this Proxy Statement. •After identifying the median employee using the consistently applied compensation measure as described above, we then estimated annual total compensation of our median employee based on the same methodology to determine our named executive officers’ annual total compensation disclosed in our 2025 Summary Compensation Table. 70

  99. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between compensation actually paid to our NEOs and certain financial performance metrics of the Company using a methodology that has been prescribed by the SEC. As permitted by Item 402(v) of Regulation S-K, we are providing such disclosure beginning in 2024, because we were not required to report pursuant to Section 13(a) or 15(d) of the Exchange Act prior to such year.

  100. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based on:(4) | | | | | Fiscal Year(1) | Summary Compensation Table Total for PEO(2) | Compensation Actually Paid to PEO(3) | Average Summary Compensation Table Total for Non-PEO NEOs(2) | Average Compensation Actually Paid to Non-PEO NEOs(3) | Total Shareholder Return | Peer Group Total Shareholder Return(5) | Net Income (Loss) ($ millions) | Management Adjusted EBITDA(6) ($ millions) | | 2025 | $19,964,787 | $(10,299,864) | $4,028,919 | $(585,062) | $45 | $106 | $(113) | $1,264 | | 2024 | $69,341,442 | $44,760,458 | $18,513,608 | $12,329,788 | $72 | $103 | $(751) | $1,342 |

  101. Pay Versus Performance

    _____________________ (1)Mr. Lehmkuhl served as our Principal Executive Officer (PEO) during 2024 and 2025. Our non-PEO named executive officers (NEOs) for 2025 were Messrs. Crisci, LeMasters, Rivera, Smith, Thattai, and Vanderelzen and for 2024 were Messrs. Crisci, Rivera, Smith, and Thattai. (2)Amounts reported represent, as applicable: (i) the total compensation reported in the Summary Compensation Table (“SCT”) for each respective year in the case of our PEO and (ii) the average of the total compensation reported in the Summary Compensation Table for each respective year for our non-PEO NEOs. (3)The following amounts were deducted from / added to SCT total compensation in accordance with the SEC-mandated adjustments to calculate Compensation Actually Paid (CAP) to our PEO and average CAP to our non-PEO NEOs.

  102. Pay Versus Performance Relationship Descriptions

    Pay Versus Performance Relationship Descriptions The chart below illustrates the relationship between the PEO and other NEO average CAP amounts and the Company’s and Peer Group TSR during the period 2024-2025 assuming $100 initial investment on July 26, 2024. 73 The charts below illustrate the relationship between the PEO and other NEO average CAP amounts and the Company’s Net Income and Management Adjusted EBITDA during the period 2024- 2025. 74