COLD

New in FY2025

• The risks we face include, but are not limited to, the following: Risks Related to our Business and Operations • our investments are concentrated in the temperature-controlled warehouse industry and in certain geographic areas, some of which are susceptible to adverse local conditions such as natural disasters, economic slowdowns and localized oversupply of warehouse space; • failure to execute on growth strategies and opportunities; • inflation could continue to have a negative impact on our business and results of operations; • labor shortages, increased turnover and work stoppages may have a material adverse effect on us and may negatively impact our customers’ ability to produce and ship products for storage; • supply chain disruptions may continue to have a material adverse impact on us; • national, international, regional and local economic conditions, including impacts and uncertainty from trade disputes and tariffs on goods imported to the United States and goods exported to other countries may have a material adverse impact on us; • risks associated with expansion and development, which could result in lower than expected returns and unforeseen costs and liabilities; • the short-term nature of many of our customer contracts and lack of fixed storage commitments; • we may be unable to successfully expand our operations into new markets and products; • a failure or breach of our IT systems, cybersecurity attacks or a breach of our information security systems, networks or processes could cause business disruptions, loss of confidential information, remediation costs or damages; • competition in our markets may increase over time as our competitors open new or expand existing warehouses; • we depend on certain customers for a substantial amount of our Warehouse segment revenues; • we may incur liabilities or reputational harm from quality-control issues associated with our services; • we hold leasehold interests in many of our warehouses, which we may be forced to vacate if we default on our obligations thereunder or are unable to renew such leases upon their expiration; • charges for impairment of goodwill or other long-lived assets and declining real estate valuations could adversely affect our earnings and financial condition; • geopolitical conflicts may adversely affect our business and results of operation.
• REIT and Tax Related Risks • our failure to qualify as a REIT for U.S. federal income tax purposes, or our failure to remediate if we failed to so qualify, could have a material adverse effect on us; • meeting annual distribution requirements could result in material harm to our company; • we conduct a portion of our business through taxable REIT subsidiaries (“TRSs”), which are subject to certain tax risks; • complying with REIT requirements may cause us to forgo otherwise attractive opportunities; • future changes to the U.S. federal income tax laws could have a material adverse impact on us; • distributions payable by REITs generally do not qualify for any reduced tax rates; • we may be subject to U.S. federal, state, local and foreign taxes, reducing funds available for distribution; • complying with REIT requirements may result in tax liabilities and limit our ability to hedge; and • our Operating Partnership’s failure to qualify as a partnership for U.S. federal income tax purposes could have a material adverse impact on us.
• Risk Factors Set forth below are certain risk factors that could harm our business, results of operations and financial condition.
• You should carefully read the following risk factors, together with the financial statements, related notes and other information contained in this Annual Report on Form 10-K.
• Our business, financial condition and operating results may suffer if any of the following risks are realized.
• If any of these risks or uncertainties occur, the trading price of our common stock could decline and you might lose all or part of your investment.
• This Annual Report on Form 10-K contains forward-looking statements that contain risks and uncertainties.
• Please refer to the discussion of “ Cautionary Statement Regarding Forward-Looking Statements ” for more information.
• Risks Related to our Business and Operations Our investments are concentrated in the temperature-controlled warehouse industry and in certain geographic areas.
• Our investments in real estate assets are concentrated in the industrial real estate industry, specifically in temperature-controlled warehouses, which exposes us to the risk of economic downturns to a greater extent than if our business activities included a more significant portion of other sectors of the real estate market.
• We are also exposed to fluctuations in the markets for, and production of, the commodities and finished products that we store in our warehouses.
• Although our customers store a diverse product mix in our temperature-controlled warehouses, any declines in production of or demand for their products could cause our customers to reduce their inventory levels at our warehouses, which could reduce the storage and other fees payable to us and materially and adversely affect us.
• Our warehouses are subject to electrical power outages and breakdowns of our refrigeration equipment.
• We could incur financial obligations to, or be subject to lawsuits by, our customers in connection with these occurrences, which may not be covered by insurance.
• Any loss of services or product damage could reduce the confidence of our customers in our services and could consequently impair our ability to attract and retain customers.
• Additionally, in the event of the complete failure of our refrigeration equipment, we would incur significant costs in repairing or replacing our refrigeration equipment, which may not be covered by insurance.
• Any of the foregoing could have a material adverse effect on us.
• The infrastructure at our temperature-controlled warehouses may become obsolete or unmarketable due to the development of, or demand for, more advanced equipment or enhanced technologies, including increased automation of our warehouses, which may entail significant start-up costs and time and may not perform as expected.
• We may not be able to upgrade our warehouses on a cost-effective basis in response to customer demands.
• The obsolescence of our infrastructure or our inability to upgrade our warehouses could have a material adverse effect on us.
• Although we own or hold leasehold interests in warehouses across the United States and globally, many of these warehouses are concentrated in a few geographic areas.
• As such, if warehouses were impacted in certain geographic locations, it could have a disproportionate impact on our operations.
• We could be materially and adversely affected if conditions in any of the markets in which we have a concentration of properties become less favorable.
• Such conditions may include natural disasters, periods of economic slowdown or recession, localized oversupply in warehousing space or reductions in demand for warehousing space, adverse agricultural events, disruptions in logistics systems, such as transportation and tracking systems for our customers’ inventory, and power outages.
• Adverse agricultural events include, but are not limited to, the cost of commodity inputs, drought and disease.
• In addition, adverse weather patterns may affect local harvests, which could have an adverse effect on our customers and cause them to reduce their inventory levels at our warehouses, which could in turn materially and adversely affect us.
• Inflation has and may continue to have a negative impact on our business and results of operations.
• Certain of our expenses, including utility costs (power in particular), labor costs, interest expense, property taxes, insurance premiums, equipment repair expenses and replacement and other operating expenses are subject to inflationary pressures that have and may continue to negatively impact our business and results of operation.
• While we seek to mitigate the impact of inflation, there can be no assurance that we will be able to offset inflation-related cost increases in whole or in part, which could adversely impact our profit margins.
• Labor shortages, increased turnover and work stoppages have in the past, and may in the future, disrupt our operations, increase costs and negatively impact our profitability.
• Our ability to successfully implement our business strategy depends upon our ability to attract and retain talented people and effectively manage our human capital.
• The labor markets in the industries in which we operate are competitive.
• We have historically experienced and may in the future experience increased labor shortages at some of our warehouses and other locations in addition to ordinary course turnover of employees.
• A number of factors have had and may continue to have adverse effects on the labor force available to us, including reduced employment pools, and other government regulations, which include laws and regulations related to workers’ health and safety, wage and hour practices and immigration.
• Labor shortages and increased turnover rates within our associate ranks have led to and could in the future lead to increased costs, such as increased overtime to meet demand and increased wage rates to attract and retain associates and could negatively affect our ability to efficiently operate our facilities or otherwise operate at full capacity.
• An overall or prolonged labor shortage, increased turnover and labor inflation could have a material adverse impact on our operations, results of operations, liquidity or cash flows.
• Furthermore, certain portions of our workforce are subject to collective bargaining agreements.
• As of December 31, 2025, worldwide, we employed approximately 12,690 people, approximately 23% of whom were represented by various local labor unions.
• Unlike owners of industrial warehouses, we hire our own workforce to handle product in and out of storage for our customers.
• Strikes, slowdowns, lockouts or other industrial disputes could cause us to experience a significant disruption in our operations, as well as increase our operating costs, which could materially and adversely affect us.

and 425 more.

Gone since FY2024

• The risks we face include, but are not limited to, the following: Risks Related to our Business and Operations • our investments are concentrated in the temperature-controlled warehouse industry and in certain geographic areas, some of which are susceptible to adverse local conditions such as natural disasters, economic slowdowns and localized oversupply of warehouse space; • inflation could continue to have a negative impact on our business and results of operations; • labor shortages, increased turnover and work stoppages may have a material adverse effect on us and may negatively impact our customers’ ability to produce and ship products for storage; • supply chain disruptions may continue to have a material adverse impact on us; • national, international, regional and local economic conditions, including impacts and uncertainty from trade disputes and tariffs on goods imported to the United States and goods exported to other countries may have a material adverse impact on us; • risks associated with expansion and development, which could result in lower than expected returns and unforeseen costs and liabilities; • the short-term nature of many of our customer contracts and lack of fixed storage commitments; • we may be unable to successfully expand our operations into new markets; • a failure or breach of our IT systems, cybersecurity attacks or a breach of our information security systems, networks or processes could cause business disruptions, loss of confidential information, remediation costs or damages; Table of C ontents • competition in our markets may increase over time as our competitors open new or expand existing warehouses; • we depend on certain customers for a substantial amount of our warehouse segment revenues; • we may incur liabilities or reputational harm from quality-control issues associated with our services; • we hold leasehold interests in many of our warehouses, which we may be forced to vacate if we default on our obligations thereunder or are unable to renew such leases upon their expiration; • charges for impairment of goodwill or other long-lived assets and declining real estate valuations could adversely affect our earnings and financial condition; • geopolitical conflicts may adversely affect our business and results of operation.
• REIT and Tax Related Risks • our failure to qualify as a REIT for U.S. federal income tax purposes, or our failure to remediate if we failed to so qualify, could have a material adverse effect on us; • meeting annual distribution requirements could result in material harm to our company; • we conduct a portion of our business through taxable REIT subsidiaries (“TRSs”), which are subject to certain tax risks; • complying with REIT requirements may cause us to forgo otherwise attractive opportunities; • future changes to the U.S. federal income tax laws could have a material adverse impact on us; Table of C ontents • distributions payable by REITs generally do not qualify for any reduced tax rates; • we may be subject to U.S. federal, state, local and foreign taxes, reducing funds available for distribution; • complying with REIT requirements may result in tax liabilities and limit our ability to hedge; and • our Operating Partnership’s failure to qualify as a partnership for U.S. federal income tax purposes could have a material adverse impact on us.