Lineage (LINE) 424B4Prospectus supplement with pricing info

PROSPECTUS SUMMARY

The following summary highlights information contained elsewhere in this prospectus. This summary is not complete and does not contain all of the information that you should consider before investing in our common stock. You should read the entire prospectus carefully, including the section entitled “Risk Factors,” as well as our consolidated financial statements and related notes included elsewhere in this prospectus, before making an investment decision. Unless otherwise indicated, the information contained in this prospectus assumes that the underwriters’ option to purchase additional shares is not exercised.

Our Purpose

Our purpose is to transform the global food supply chain to eliminate waste and help feed the world.

Built with the vision of creating a more sustainable future, we are a leading mission-critical, temperature-controlled infrastructure provider for the storage, handling and movement of food around the world. It is estimated that approximately one-third of the food produced globally is lost or wasted and 12% is lost due to a lack of refrigeration. We offer solutions to the complexities of the cold chain—the vital network linking food from farm to fork—through our strategically located and scaled network of temperature-controlled warehouses and our technology-enabled platform.

Our Company

We are the world’s largest global temperature-controlled warehouse REIT, with a modern and strategically located network of properties. Our business is competitively positioned to deliver a seamless end-to-end, technology-enabled, customer experience for thousands of customers, each with their own unique requirements in the temperature-controlled supply chain. As of March 31, 2024, we operated an interconnected global temperature-controlled warehouse network, comprising over 84.1 million square feet and 3.0 billion cubic feet of capacity across 482 warehouses predominantly located in densely populated critical-distribution markets, with 312 in North America, 82 in Europe and 88 in Asia-Pacific. We have a well-diversified and stable customer base and currently serve more than 13,000 customers that include household names of the largest food retailers, manufacturers, processors and food service distributors in the industry. For the twelve months ended March 31, 2024, no single customer accounted for more than 3.3% of our revenues. In the twelve months ended March 31, 2024, we generated $5.3 billion of revenue, $162.8 million of net loss, $1.8 billion of NOI and $1.3 billion of Adjusted EBITDA.

We operate our business through two segments:

To augment our leading position in the temperature-controlled warehousing sector, we have invested more than $725 million since the start of 2019 in transformational technology initiatives to deliver enhanced customer value and operational efficiencies, including software development and implementation, establishment of in-house data science, product development and automation teams and selected acquisitions. We believe that we are

an industry leader in technological innovation and that deploying these technologies supports potential strong same warehouse NOI growth and cash flow generation. Key elements of our technology strategy include leveraging both proprietary and what we believe are best-in-class systems to integrate acquisitions and development projects onto common information technology platforms to enable increased operational standardization and productivity; developing and deploying innovative tools to enhance our operations; deploying our in-house data science team to create optimization opportunities; developing patented innovations supporting critical areas of our business; and offering industry-leading automation capabilities. We have been recognized by multiple third parties as a leading industry innovator, including being listed among the CNBC Disruptor 50 in 2021, 2022, 2023 and 2024 and being recognized by Fast Company as one of the 50 Most Innovative Companies of 2019, including being ranked first in the Data Science category.

Our team members are the bedrock of Lineage, and we employ a workforce of over 26,000 team members across 19 countries. We were recognized as a U.S. Best Managed Company by Deloitte and the Wall Street Journal in both 2022 and 2023. We are headquartered in Novi, Michigan, and we were listed as one of Michigan’s Top Workplaces in 2022 by The Detroit Free Press. Our focus on our six core values of safe, trust, respect, innovation, bold and servant leadership drive our company forward every day.

Our Founding Story

Our journey began in late 2008 when Adam Forste and Kevin Marchetti acquired Seafreeze, our first cold storage warehouse in Seattle. The strategy and vision behind this investment was simple—build a company to own forever with durable, growing cash flows and the ability to compound capital efficiently over a long duration.

We have always believed that temperature-controlled warehousing is a sector ripe for long-term investment to build a differentiated and institutional-quality platform. The driving forces of our temperature-controlled warehousing investment thesis at our founding remain true today:

We believe that cold storage is an attractive, growing and durable industry that plays a mission-critical role in the food supply chain. In 2012, after making several acquisitions, we rebranded our company as Lineage and adopted the Lineage shield as our logo. Lineage’s roots run deep, dating as far back as the founding of New Orleans Cold Storage in 1886. Over the last 16 years, we have welcomed some of the most prestigious and well-respected cold chain companies in the world into the Lineage family through 116 acquisitions through March 31, 2024. Most of these companies were family owned and operated, and we have always placed significant value on the legacies of the companies that have become part of the Lineage story. Many of the owners of these companies have become investors in our company, and many of the family members and employees of these companies continue to work with us today. The Lineage name reflects the heritage and pedigree of all these companies while the Lineage shield logo represents our strength and conviction that the whole is greater than the sum of our parts.

Lineage Today

Today, we are an organization that is still deeply rooted in generations of temperature-controlled warehousing expertise while also pushing the cutting edge of technology and innovation in our sector. When we welcome new companies into our organization, we strive to integrate their best practices, insights and accomplishments into our existing processes to drive value for our customers and stockholders.

Since our founding nearly 16 years ago, we have been focused on reducing waste in the food supply chain, which creates customer value, drives Lineage’s profitability and often reduces resource consumption broadly with a positive sustainability benefit. We have built a dynamic culture to support doing good while doing well.

Throughout our history as a private company, we have focused on making decisions based on the long-term interests of our company and its stakeholders. As a public company, we intend to continue taking a long-term approach in our journey to build a more efficient, sustainable and resilient food supply chain—all while taking care of our customers, team members and communities and maximizing stockholder value.

Our Global Warehousing Segment

The backbone of our business is our mission-critical network of sophisticated, modern and strategically-located temperature-controlled warehouses.

As of March 31, 2024, our warehousing portfolio encompassed 463 warehouses featuring distribution, public, production advantaged and managed warehouse operations and contained approximately 81.9 million square feet, 2.9 billion cubic feet and 9.8 million pallet positions, with a cubic-foot weighted average age of 21 years. We also believe we have the largest automated temperature-controlled portfolio with 81 automated facilities, 24 of which are fully automated and 57 of which are semi-automated. The following table provides summary information regarding the warehouses in our portfolio that we owned, leased, or managed as of, or for the twelve months ended, March 31, 2024, as applicable.

As of March 31, 2024, we owned, operated, leased and managed multiple types of temperature-controlled warehouses across our global network, which we group into four types: distribution, public, production advantaged and managed warehouses.

Our broad network of warehouses is weighted towards high-population density markets and port locations, with a weighted average population density of approximately 3,100 persons per square mile and 241 port facilities across our network. We define a warehouse as a port facility if it is within 30 miles of a port that performs commercial or trade-related activity. These markets feature high value real estate that serve as critical nodes in our customers’ supply chains, which we believe in turn supports high economic occupancy, low volatility in demand, productive NOI generation and strong growth.

The following maps show the locations of our temperature-controlled warehouses around the world as of March 31, 2024.

Note: Includes 19 warehouses in our global integrated solutions segment and countries where we only have a presence through our global integrated solutions segment.

Global Map of Assets with Population Density

We store frozen and perishable food and other products and provide related warehouse services for our customers. Storage revenues relate to the act of storing products for our customers within our warehouses. Storage revenues can be in the form of storage fees we charge customers for utilization of non-exclusive space or a set amount of reserved space in a warehouse, blast freezing fees we charge customers for utilization of specific ultra-cold spaces within a warehouse designed to rapidly reduce product temperature and rent we charge customers for the lease of warehouse space pursuant to a lease agreement. Warehouse services fees relate to handling and other services required to prepare and move customers’ pallets into, out of and around our facilities. As part of our warehouse services, we offer handling, case picking, order assembly and load consolidation, quality control, re-packaging and government-approved inspections, among other services, for which we charge fees. Across our warehouses, we primarily offer frozen storage temperatures and in many facilities we also offer chill temperatures, which are higher than freezing but lower than ambient. We also manage warehouses for customers on a limited basis.

As of March 31, 2024, the cubic-foot weighted average age of our portfolio was approximately 21 years, which we believe is significantly younger than that of the broader temperature-controlled industry. In addition, many of our warehouses may operate in a way that is functionally younger than their age given the substantial investments or refurbishments we have made that do not factor into the age calculation in areas such as maintenance, automation, energy efficiency and sustainability. From 2021 through March 31, 2024, we have invested over $474 million in recurring maintenance capital and integration expenditures we incur when we acquire new warehouses and approximately $366 million in repair and maintenance operating expense across our existing warehouse network because we believe that a more modern and consistently maintained network enhances prospects of winning new customers, retaining existing customers, extending our network’s useful lives and driving more efficient operations, improved profitability and greater cash flow.

Our Global Integrated Solutions Segment

Our global integrated solutions segment provides our customers with solutions to move products through the food supply chain. The majority of our customers’ supply chain costs come from the movement of their products between warehouse nodes, rather than from the cost of warehousing. We believe transportation represents on average more than three times the cost of warehousing as part of our customers’ supply chain expense. Our integrated solutions provide value-added benefits to warehousing customers, helping them to reduce transport costs while enabling us to generate additional revenue on the same product stored.

We operate several critical and value-added temperature-controlled business lines within our global integrated solutions segment, including, among others, transportation and refrigerated rail car leasing. Within transportation, which is the largest area within our global integrated solutions segment, our core focus areas are multi-vendor less-than-full-truckload consolidation, drayage services to and from ports, over-the-road trucking and freight forwarding. We also provide foodservice distribution in select markets and e-commerce fulfillment services. For the twelve months ended March 31, 2024, transportation and refrigerated rail car leasing together accounted for approximately 67% of our global integrated solutions segment NOI.

We believe that data-driven visibility into our customers’ warehouse volumes and shipping destinations enables us to provide efficient integrated solutions. These services deepen our customer relationships, allow for an “all services under one roof” experience and promote cross-sale opportunities within our warehouses. As we collaborate with our customers across their supply chains, we seek to reduce waste and redundancy and deliver more cost efficient and sustainable solutions for them. We believe that our comprehensive set of integrated solutions offerings differentiates us from our competitors, positions us well to win new business, strengthens customer retention and enhances the value of our warehousing business.

The following chart summarizes our total NOI generation from Lineage customers who utilize our warehousing business and Lineage customers who exclusively utilize Lineage integrated solutions:

NOI by Customer Type

Market Opportunity

We believe temperature-controlled warehousing and integrated solutions are an essential part of safeguarding the global food supply chain, as they provide perishable food producers, distributors, retailers and foodservice providers access to food-grade storage facilities and supply chain services critical for maintaining food safety, while promoting sustainability from farm to table. IBISWorld projects that U.S. cold storage revenue will grow 3% annually over the next five years to $9.6 billion in 2028. We also believe that the temperature-controlled warehousing market is large, growing and resilient, driven by the durability of food consumption through macro cycles, stock-keeping unit proliferation, global population growth, rising disposable incomes and shifting consumer preferences towards perishable foods. These factors further increase the need for additional temperature-controlled warehousing capacity to meet current and anticipated future market demand. The market remains fragmented, with the top ten temperature-controlled warehousing operators representing only 23.5% of the global public temperature-controlled warehousing cubic feet capacity. Given the fragmented nature of the market, we believe that large, well-capitalized operators like Lineage are often best positioned to meet the growing demand for cold storage, provide value-added integrated solutions to their customers and differentiate themselves through investments in technology.

Generally, steady demand in the food industry has created consistent cold chain demand, which has provided our business with strong cash flows even during periods of broader economic stress. As shown in the figure below, the U.S. temperature-controlled warehousing industry has experienced relatively stable revenue growth, even in periods marked by significant turmoil in the global financial markets, commodity shocks, secular

shifts in consumer habits and preferences, the global COVID-19 pandemic and the ensuing supply chain disruption and periods of significant global inflation.

Resilient Industry Dynamic

Our Competitive Strengths

We believe we are the premier technology-enabled temperature-controlled warehousing REIT in the world, as evidenced by the following competitive strengths:

We are the global leader in a fragmented industry with meaningful scale and network benefits.

We are the largest temperature-controlled warehousing company globally, including in some of the world’s largest developed markets such as the United States, Canada, the United Kingdom, Continental Europe, Australia and New Zealand. As measured by cubic feet of storage space, we are approximately twice the size of our next largest competitor globally and are as large as our next nine global competitors combined, as reflected in the charts below.

Estimate of Top 10 Global Temperature-Controlled

Companies’ Cubic Feet Capacity and Market Share

Estimate of Top 10 North American Temperature-Controlled

Companies’ Cubic Feet Capacity and Market Share

Approximately 97% of our global warehousing segment revenues are from countries in which our local network of temperature-controlled warehouses is the largest, as measured by cubic feet of capacity. The interconnected nature of our global warehouse network aligns with the global nature of many of our customers, allowing us to provide warehousing services to many of them across multiple geographies. On average, our top 25 customers utilize 23 of our facilities per customer, and eight of our top 10 customers use our facilities in multiple countries.

We believe that our network and the economies of scale in our business drive operational leverage and allow us to invest in customer service and technology, which, in turn, attracts more customers. With a larger customer base, we believe that we can leverage our resources more efficiently, supporting strong profitability. Moreover, our growing customer base enables us to gather and analyze vast amounts of data. We believe that this data-driven approach empowers us to continuously refine our operations, improve productivity and lower operating costs, creating a “win-win” scenario for both our customers and Lineage.

We believe that it would be difficult and costly to replace or replicate our network of temperature-controlled facilities given the high and rising value of industrial land, difficulties in obtaining land and zoning entitlements and

approvals and the significant and increasing construction costs of temperature-controlled warehouses. As of March 31, 2024, we owned approximately 80% of our global warehousing portfolio as a percentage of square feet, including ground leases and real estate for which we possess bargain purchase options, and we leased or managed 20% of our global warehousing portfolio as a percentage of square feet.

Our high quality portfolio is located in highly desirable and strategic locations around the world.

Our cubic-foot weighted average facility age is approximately 21 years, which we believe is significantly younger than that of the broader temperature-controlled warehousing industry. Moreover, our portfolio includes 81 fully- and semi-automated warehouses, which we believe is the most of any cold storage provider in the world, making our network the most technologically advanced in our industry. We believe that modern warehouses are more desirable to our customers because of their increased operational efficiency and enhanced ability to meet today’s most sophisticated customer needs.

We have a robust presence in key metropolitan statistical areas, or MSAs, and ports throughout the United States with a larger number of facilities in such locations relative to our largest competitor, which drives a significantly higher weighted average population density of approximately 3,100 persons per square mile.

We have a particularly strong presence in top-tier U.S. markets, including New York/New Jersey, Los Angeles and Southern California, Chicago, Dallas-Fort Worth, Houston, Kansas City, Denver, Philadelphia, Miami, Atlanta, Boston, the Bay Area and Northern California, Seattle and the Pacific Northwest. We consider these U.S. markets to be key geographies, as we believe they have among the highest industrial real estate values and lowest cap rates in our industry.

Our business is highly diversified across geographies, commodities and a high-quality, loyal customer base.

Our business profile is highly diversified, which reduces risks to our cash flows from potential headwinds linked to any one facility, market, commodity, food consumption channel or customer. We have 482 facilities globally, with no facility accounting for more than 1.1% of revenues during the twelve months ended March 31, 2024.

The following charts provide information regarding the temperature-controlled warehouses in our global warehousing segment that we owned, leased or managed in each of the regions in which we operated as of March 31, 2024.

Warehouse Segment Geographic Revenue and NOI Diversification

Note: Percentages may not sum to 100% due to rounding.

In addition, our global warehousing segment revenues for the twelve months ended March 31, 2024 were diversified by commodity type as demonstrated by the graph below.

Commodity Type as Percentage of Global Warehousing Segment Revenue

Note: Percentages may not sum to 100% due to rounding.

As of March 31, 2024, we served more than 13,000 customers around the world across numerous commodity categories and with complex requirements in the food supply chain. Our customer base was highly diversified, with no customer accounting for more than 3.3% of revenues for the twelve months ended March 31, 2024.

The following chart sets forth the percentage of our total revenues attributable to our top 15 and top 25 customers for the twelve months ended March 31, 2024.

Customers as Percentage of Total Revenue

We target dependable customers with strong credit profiles, as evidenced by the fact that over 60% of the revenue generated from our top 25 customers is from companies with at least one investment grade rating at the parent or subsidiary level from Moody’s, S&P or Fitch. Additionally, 93% of our top 25 customers that are publicly-traded or have a publicly-traded parent company also have at least one investment grade rating.

Our customer base is loyal, with a weighted average customer relationship, including relationships with legacy companies we have acquired, of over 30 years across our current top 25 customers based on revenues for the twelve months ended March 31, 2024. We believe this loyalty is driven by:

Our complementary, value-added global integrated solutions segment drives customer value, retention and growth.

In addition to our temperature-controlled warehousing operations, we offer a comprehensive suite of value-added integrated solutions that we believe are highly complementary and valuable to our warehouse customers. These services deepen our customer relationships by providing an “all services under one roof” experience and promoting cross-sell opportunities. Given the majority of our customers’ supply chain costs come from product movement versus storage, this integration provides a value-added benefit to warehousing customers of reducing transport costs while enabling us to generate additional revenue on the same product stored. For the twelve months ended March 31, 2024, we estimate that approximately 93% of our total NOI was generated by our warehouse customers (based on our global warehousing segment NOI and, as it relates to our global integrated solutions segment NOI, the relative revenue contribution from our customers who utilize our warehousing business and our customers who exclusively utilize our integrated solutions).

We believe we can grow our global integrated solutions segment by offering these services to customers who have not yet utilized them, often with minimal incremental capital investments required, and likewise that our integrated solutions offerings can generate customer leads for our global warehousing segment.

Our highly synergistic platform differentiates us from our competitors, supports a strong win rate with new business, enhances customer loyalty and increases the value of our warehousing business.

We believe we are an innovative industry leader driving disruption with differentiated technology.

In a traditionally analog, fragmented and family-owned industry, we believe that our innovation and large-scale deployment of cutting-edge technology provides a comprehensive service offering for our customers that enhances our competitive position relative to our peers, while driving industry-leading growth and margins. Since the start of 2019, we have invested more than $725 million into transformational technology initiatives, which include developing, acquiring and deploying both proprietary operating systems and third-party platforms, an amount we believe is more than any of our industry competitors. In addition, since the start of 2019, we have deployed approximately $380 million to capital and operating expenses in information technology investments. This investment encompasses migrating workloads to the cloud, implementing SaaS-based tools, rolling out next-generation SD-WAN, and upgrading our core human capital and financial ERP software. These initiatives are strategically designed to standardize, integrate, and enhance the technological framework across our enterprise. In addition, our deliberate and forward-thinking focus has allowed us to create what we believe is the largest automated portfolio in the industry with 81 fully-and semi-automated facilities backed by innovative proprietary software and an in-house automation team.

Due to the increasing demand for automated solutions from our customers, the higher construction cost of automated facilities and the complexity of implementing automated solutions, we expect the growth of automation in our warehouse network to be a key differentiator for Lineage over time.

Some key elements of our technology strategy include the following:

We have a purpose-driven, experienced and aligned management team and board of directors that believe robust corporate governance is essential to long-term value creation for all stockholders.

Our experienced management team and board of directors have proven backgrounds both inside and outside the temperature-controlled warehousing industry. Since founding Lineage with a single asset in 2008, our

Co-Founders and Co-Executive Chairmen have developed a strong operating and capital deployment track record while displaying a commitment to building a durable business. The average tenure of members of our senior management is over eight years. Our management team is led by our Chief Executive Officer, Greg Lehmkuhl, who joined our company in 2015.

Finally, as evidence of the confidence in our company, our current equity holders represent some of the strongest and most sophisticated institutional investors globally. We have raised more than $9.0 billion of equity capital since inception and more than $8.5 billion since the start of 2018 from these investors over multiple capital raises (in each case, including equity issued to sellers in connection with our acquisitions and reinvestment by our Co-Founders).

We have a strong and flexible balance sheet and we have demonstrated access to debt and equity capital to support growth.

As of March 31, 2024, after giving effect to the repayment of debt with net proceeds of this offering, our balance sheet will be significantly de-levered, 65% of our debt will be unsecured and 90% of our debt will be fixed or interest rate hedged and our total liquidity, including cash on hand and available revolver capacity, will be $2.9 billion, supporting our external growth strategy. We will have also increased our unencumbered asset pool to over $16.3 billion on a pro forma basis as of March 31, 2024, which we believe will provide us with the ability to upsize our facilities while maintaining future flexibility once we become a public company. We intend to preserve a flexible capital structure with an investment grade profile. We believe that our balance sheet flexibility and strength will allow us to continue expanding our business and pursue new growth opportunities.

We operate with the purpose to transform the global food supply chain to eliminate waste and help feed the world.

As we strive to play a key role in shaping the global food chain, we recognize our responsibility to help create a more sustainable, equitable future. Accordingly, we work to strategically integrate sustainability initiatives into the way we do business, working to act in alignment with our core values to guide our policies.

To help tackle food insecurity, we established the Lineage Foundation for Good as a non-profit charity to serve the communities in which we operate. In response to COVID-19, we launched our “Share a Meal” Campaign with Feeding America, supporting the organization’s temperature-controlled supply chain needs with our assets. Since 2020, we have donated the equivalent of over 176 million meals, including through our “Share a Meal” Campaign and in partnership with customers donating surplus product, team members donating food to local food banks and grants issued to help build capacity at food banks around the globe. As a result of these and other initiatives, we were named a Visionary Partner of Feeding America and a Fast Company’s 2021 World Changing Ideas Awards finalist in the Pandemic Response category.

We have also signed The Climate Pledge, committing to achieve net zero carbon emissions across our global operations by 2040. Through solar installations at our facilities, we are the fifth-largest corporate producer in the United States, and the second-largest REIT producer, of on-site solar and battery capacity per the 2022 Solar Means Business Report published by the Solar Energy Industry Association (SEIA). Our goal is to achieve a top-three corporate ranking in the coming years. Our energy efficiency initiatives have resulted in four consecutive awards from the U.S. Department of Energy from 2019 to 2022 for innovations and leadership in flywheeling, blast freezing, energy procurement and hedging and deployment of advanced refrigeration control systems.

Our Growth Strategy

Our objective is to maximize stockholder value by growing our business to expand solutions for our customers, creating opportunities for new and existing team members and driving innovation across our business

and the supply chain to create efficiencies and increase sustainability. We believe these objectives are supported by our strategy for growth illustrated in our growth flywheel:

Same Warehouse Growth

We have a history of robust same warehouse growth with strong operating leverage and cash flow generation. In 2023, our same warehouse NOI was $1,210.9 million, representing growth of 15.3% compared to same warehouse NOI of $1,050.6 million the prior year, and in 2022, our same warehouse NOI was $936.2 million, representing growth of 12.7% compared to same warehouse NOI of $830.5 million in 2021, which growth rates compare favorably to those of our largest competitor and publicly traded peer. Our same warehouse NOI margins of 40.3% in 2023 compared to 37.2% in the prior year and 39.0% in 2022 compared to 38.8% in the prior year compare favorably to those of our largest publicly traded competitor. In addition, we increased our global same warehouse storage revenue per economic pallet 6.2% and 8.1% and our same warehouse services revenue per pallet 7.4% and 13.8% in 2023 and 2022, respectively.

We expect to continue our organic growth through the following business initiatives:

Accretive Capital Deployment

A cross functional network optimization, data science and automation team has overseen 39 major greenfield or expansion projects since the start of 2019, with total cost of approximately $1.2 billion, representing an NOI yield of approximately 9% to 11%. The total aggregate cubic feet of these projects is approximately 291 million, which is equivalent to the total warehousing capacity of the fourth largest standalone global temperature-controlled warehousing company. Since 2019, this team has also supported more than 375 economic return on capital projects within our warehouses to enhance organic growth. We have spent significant time and cost to establish a team of experts in construction, energy, automation and innovation, and we believe our development process and expertise, together with our robust pipeline of facility expansions and greenfield development, has the potential ability to drive future growth and ongoing value to our stockholders.

We believe we are an acquiror of choice in the industry, as demonstrated by our long history of acquiring leading companies through direct sourcing and long-term relationships with their owners. Our acquisition strategy targets profitable businesses with strategic, high-quality assets that complement our network and customers’ needs. These businesses often present opportunities to accretively deploy capital and recognize revenue and cost synergies. We have extensive experience acquiring cold chain companies of all sizes. In the last 16 years through March 31, 2024, we have executed 116 acquisitions with nearly two-thirds of those proprietarily sourced. Moreover, through 2023, we have achieved an approximately 12% NOI compounded annual growth rate from the temperature-controlled warehousing companies we acquired during the period of 2011 through 2021, excluding additional NOI growth as a result of post-acquisition greenfield and expansion initiatives, demonstrating the positive impact of Lineage’s comprehensive approach to integration and Lineage’s ability to compound capital over a long period of time.

We intend to continue our track record of accretive capital deployment through the following business initiatives:

Same Warehouse Growth

Same Warehouse Growth: Leverage the scale of our warehouse network and the breadth of our integrated solutions offerings to win new customers and expand our footprint with existing customers.

As the world’s largest temperature-controlled warehouse REIT based on cubic feet, we believe our portfolio of strategically located temperature-controlled warehouses and comprehensive set of integrated solutions create the scale and breadth of services to maximize value for both existing and new customers. Our platform includes 482 warehouses and is supported by more than 26,000 dedicated team members across 19 countries. Our modern warehousing assets are predominantly located in key port and infill locations that are strategic to customers of the

cold chain. We believe the interconnected nature of our network and our presence in these strategic locations enables us to provide comprehensive solutions, competitively positioning us to both win new business and expand our footprint with existing customers.

Our warehouse portfolio is complemented by our integrated solutions business, offering an “all services under one roof” experience for our customers, providing our customers a holistic solution to their complex needs. This approach supports our growth by deepening our relationships with existing customers as well as allowing us to compete effectively for new customers. Additionally, the depth of our relationships allows us to seek to increase the penetration of customers utilizing both warehousing and integrated solutions.

Providing a global system of top-tier warehouses and ever broadening services has deepened our customer relationships with a growing customer base. As evidence of the interconnected nature of our warehouse and integrated solutions segments, as of March 31, 2024 our top 25 customers utilize an average of 23 of our warehouses per customer, with eight of our top 10 customers using our facilities in multiple countries. The interconnected nature of our integrated solutions business is demonstrated by our estimate that approximately 93% of our total NOI was generated by our warehouse customers for the twelve months ended March 31, 2024 (based on our global warehousing segment NOI and, as it relates to our global integrated solutions segment NOI, the relative revenue contribution from our customers who utilize our warehousing business and our customers who exclusively utilize our integrated solutions).

Same Warehouse Growth: Maximize our same warehouse NOI growth through occupancy and commercial optimization initiatives.

We seek to grow our same warehouse NOI through occupancy and commercial optimization initiatives. Our occupancy initiatives are highlighted by a focus on optimizing physical warehouse occupancy and improving economic occupancy through increased use of minimum storage guarantees, while our commercial optimization initiatives are enabled by customer profitability tools and allowing us to align rates charged to customers with our cost to serve.

Same Warehouse Growth: Further implement productivity and cost containment measures to grow same warehouse NOI.

We seek to grow our NOI by reducing our operating expenses with a specific emphasis on two of the largest cost drivers facing the temperature-controlled warehouse industry: labor and energy.

Same Warehouse Growth: Use our integrated platform, scalable corporate infrastructure and business processes to realize synergies from recent acquisitions and drive same warehouse growth post-acquisition.

We have a long history of acquiring and integrating companies into the Lineage platform and expect to continue to drive growth from more recently acquired companies as well as acquisitions in the future. We anticipate driving future growth by leveraging our broad and deep customer relationships, applying our management best practices, driving penetration of our suite of integrated solutions and technology offerings, investing growth capital and generating cost efficiencies through our corporate scale and elimination of redundant overhead expenses.

Since inception, we have demonstrated an ability to drive growth from the integration of acquisitions to capture synergies and fuel greater future earnings potential. We believe we will continue to unlock potential substantial value from acquired companies. Moreover, through 2023, we have achieved an approximately 12% NOI compounded annual growth rate from the temperature-controlled warehousing companies we acquired during the period of 2011 through 2021, excluding additional NOI growth as a result of post-acquisition greenfield and expansion initiatives, demonstrating the positive impact of Lineage’s comprehensive approach to integration and Lineage’s ability to compound capital over a long period of time.

Our rapid pace of inorganic expansion and the need for significant integration resources and the expense related to Core WMS conversions have resulted in substantial growth in general and administrative expenses. As we integrate our many acquired businesses, we are focused on realizing the benefits of scale and operational leverage and believe we have opportunities to further eliminate redundant overhead expenses and reduce expenditures on integration resources over time. Historically, as we have integrated acquired companies, we have also often been able to generate synergies in areas such as procurement, benefits and insurance, where our corporate programs are often more efficient than those of the acquired companies and anticipate continuing to do so in the future.

Same Warehouse Growth: Strategically deploy innovative technologies to provide customers more sophisticated solutions while enhancing profitability.

We view innovative technologies as core to who we are at Lineage and strategic to maintaining our competitive position relative to our peers, driving industry leading margins and growth and providing the best service to our customers. We believe our significant previous investments have allowed us to build a superior technology-enabled platform designed to meet the needs of our customers into the future and anticipate that deploying these technologies will support potential continued growth in our NOI while transforming the experience for our customers with a digitally connected cold chain and enhancing operational excellence inside our warehouses.

Additionally, our general and administrative spend currently includes substantial growth and technology investments, which we refer to as transformational technology G&A, such as the development and subsequent deployment of our technology operating systems. Once fully integrated, we believe we will benefit from operating leverage as these new investments are spread across our growing portfolio.

Same Warehouse Growth: Transform the industry through our data science driven approach to warehouse control and design.

Our productivity and process automation initiatives are supported by our in-house data science team, which is comprised of 50 applied science and product professionals that provide data-driven business intelligence and innovations to maximize operational efficiencies, revenues, profitability, energy efficiency and cash flows. Our innovations have yielded 96 patents issued and 151 patents pending as of March 31, 2024, in such areas as facility design, methods and mechanisms for operating facilities, refrigeration and thermodynamic designs and cold-rated instrumentation. These innovations offer numerous ways to potentially grow our NOI, including through optimization of our conventional racking systems, algorithms that better allocate tasks in the warehouse and improvements in electricity consumption for blast freezing. We believe that many of these innovations have now been successfully piloted and can be rolled out to other similar use cases.

Accretive Capital Deployment

Accretive Capital Deployment: Invest in potentially accretive projects across our existing facilities to enhance same warehouse growth.

We continually evaluate opportunities to drive organic growth within our existing facilities through accretive capital deployment into high economic return on capital opportunities, such as re-racking projects to increase pallet capacity, installation of opportunity chargers, solar projects to improve energy efficiency and the addition of blast cell capacity. In addition to potentially generating incremental revenues and NOI, return-on-capital projects are intended to enhance our facilities’ ability to best serve our customers’ needs with the most advanced and customized solutions available. Many of these projects are supported by our applied science, energy management and product professionals that provide data-driven business intelligence and innovations to maximize operational efficiencies, revenues, profitability, energy efficiency and cash flows. Since 2019, our team has supported more than 375 economic return on capital projects within our warehouses to enhance organic growth.

Accretive Capital Deployment: Execute on our greenfield and existing facility expansion initiatives.

Because of our reputation for delivering innovative new development projects and the benefits of participating in our industry-leading warehouse network, customers often choose to partner with us for their

largest and most important projects. In addition, we have spent considerable time and investment establishing an in-house warehouse network optimization team comprised of warehouse design, automation and construction experts. We expect our development expertise will continue to support our growth as we potentially realize the returns on our recently completed greenfield and expansion projects and deliver on our industry-leading pipeline of greenfield development and expansion opportunities.

No assurance can be given that our weighted average targeted NOI yield range will be achieved. For additional information regarding the calculation methodology and assumptions relating to our weighted average targeted NOI yield range for greenfield and expansion projects, please see “Business and Properties—Our Growth Strategy—Accretive Capital Deployment: Execute on our greenfield and existing facility expansion initiatives.”

No assurance can be given that we will complete any of these projects on the terms currently contemplated, or at all, that the actual cost or completion dates of any of these projects will not exceed our estimates or that the targeted NOI yield range of these projects will be consistent with our current projects.

We believe we have industry-leading automation capabilities, including 24 fully automated facilities totaling 386 million cubic feet and 57 semi-automated facilities totaling 361 million cubic feet as of March 31, 2024, which we believe is the most of any temperature-controlled warehousing provider in the world. Our proprietary technology and unique approach to automation enables us to provide customers with truly customizable solutions to address their warehouse needs. For many years, we have been building our own in-house team of automation and software integration experts. All of our development projects are designed in-house based on actual customer data and profiles. Unique to our industry, we have developed proprietary automation control software that helps us optimize our automated warehouse operations. For new developments, because we own our own software, we can select the best hardware regardless of manufacturer, to build what we believe are the most cost-effective and most advanced automated warehouses in our industry. We intend to continue our leadership in temperature-controlled warehouse automation through development of next-generation automated warehouses as part of our pipeline. We anticipate approximately 58% of the total added

pallet positions of our facilities under construction as of March 31, 2024 will be fully automated. Automated facilities generally produce a lower cost to serve and lower resource consumption, presenting an attractive solution to our customers and positioning us well to win new business and grow our cash flows from operations.

We have not commenced construction on any potential projects in our long-term pipeline, the completion of which is subject to various factors, including budgeting, diligence, internal and third-party approvals and other factors. No assurance can be given that we will pursue or complete any of these projects on the terms currently contemplated, or at all, that the actual cost or completion dates of any of these projects will not exceed our estimates or that the targeted NOI yield range of these projects will be consistent with our current projects.

Accretive Capital Deployment: Capitalize on strategically attractive and financially accretive acquisition opportunities.

The temperature-controlled warehousing sector remains highly fragmented and is generally comprised of many family-owned and independent companies that may lack the capital, technology, customer relationships, development expertise, technical knowledge and management sophistication that we possess. For example, we estimate based on GCCA data that over 100 temperature-controlled warehousing companies operate in the U.S. market alone and that there are approximately 4.4 billion cubic feet available for growth in North America. We believe that there remain substantial whitespace opportunities in geographies such as Europe, Asia, the Middle East and Africa and that there are approximately 22.4 billion cubic feet available for growth globally. As a result, we see significant potential opportunity in continuing to execute on our proven acquisition strategy, which targets profitable businesses with strategic, high-quality assets that complement our warehouse network and customers’

needs. In addition to operating businesses, there also remain real estate opportunities to acquire triple-net-leased facilities and execute sale-leaseback transactions with customers and other cold storage operators.

Industry Estimate of North America and Global Market Size

Preliminary Estimates for the Quarter Ended June 30, 2024

Based on our preliminary estimates as of the date of this prospectus, management preliminarily expects to report for the quarter ended June 30, 3024:

NOI and Adjusted EBITDA are non-GAAP financial measures. For definitions of NOI and Adjusted EBITDA and a statement of why our management believes the presentation of these metrics provides useful information to investors and any additional purposes for which management uses these metrics, see “Summary Selected Historical and Pro Forma Condensed Consolidated Financial and Other Data—Non-GAAP Financial Measures” below. Preliminary estimates of net income (loss) for the quarter ended June 30, 2024 are not available at this time due to the lack of availability of certain financial information, such as preliminary estimates of certain adjustments (including income tax expense and non-consolidated entity results) that are necessary to provide preliminary estimates of net income (loss). Accordingly, quantitative reconciliations of our preliminary estimates of NOI and Adjusted EBITDA to net income (loss) are not available without unreasonable efforts. We are therefore unable to address the probable significance of the unavailable information.

These preliminary estimates regarding our company and our portfolio for the quarter ended June 30, 2024 are subject to change upon completion of our financial statements for the quarter ended June 30, 2024, including all disclosures required by GAAP, and any such change could be material. There can be no assurance that the range of our preliminary estimates of total revenue, NOI, same warehouse NOI, and Adjusted EBITDA for the quarter ended June 30, 2024 or our preliminary estimates of average physical occupancy, average economic occupancy and throughput pallets for the quarter ended June 30, 2024 are indicative of what our results are likely to be for the quarter ended June 30, 2024 or in future periods as a result of the completion of our financial closing procedures, final adjustments and other developments arising between now and the time that our financial results for the quarter ended and as of June 30, 2024 are finalized. The preliminary estimates included in this prospectus have been prepared by, and are the responsibility of, our management. Our independent registered public accounting firm, KPMG LLP, has not audited, reviewed, compiled, or applied agreed-upon procedures with respect to these preliminary estimates. Accordingly, our independent registered public accounting firm does not express an opinion or any other form of assurance with respect thereto.

Our consolidated financial statements and related notes as of and for the quarter ended June 30, 2024 are not expected to be filed with the SEC until after this offering is completed. Our actual results may differ materially from the preliminary estimates for the quarter ended June 30, 2024 set forth herein. Accordingly, you should not place undue reliance on these preliminary estimates. These preliminary estimates should not be viewed as a substitute for

full interim financial statements prepared in accordance with GAAP. In addition, these preliminary estimates for the quarter ended June 30, 2024 are not necessarily indicative of the results to be achieved in any future period.

Industry Overview

Under “Industry Overview,” we have included a report prepared by CBRE. Except for information pertaining to our company, the following is a summary of that report.

Introduction

“Cold storage” refers to temperature-controlled warehouses that enable secure storage and handling of goods that require (or benefit from) refrigeration or freezing, most notably food products. Cold storage properties make up a small but high-growth subset of overall industrial real estate and are a critical component of the global food supply chain. Cold storage real estate and related operations are increasingly valuable as the global population continues to become larger and more urban. Today, global cold storage capacity is estimated to be approximately 25-30 billion cubic feet, and market researchers broadly expect growth in both capacity and revenue generation as demand continues to increase.

Operating Models

The industry is broadly categorized into two operating models: third-party (i.e., public) and private. Over the past 30 years, it is estimated that about 75% of total U.S. freezer/cooler capacity has been operated by third-party providers. Food manufacturers are the primary customers of third-party operated space, whereas retailers, grocers, and distributors utilize the bulk of private cold storage capacity. Given the costs and complexity of cold storage, outsourcing has risen in recent years.

U.S. Cold Storage Customer Types by Operating Model

Operating Conditions

Rental fees for storage space make up the primary revenue stream for most cold storage facilities, with customers paying either variable rates for space as it is needed or fixed rates for a set amount of space committed over a longer period. Most cold storage facilities also offer additional warehousing services, such as case-picking and product handling, to maximize the yield of their footprint.

Operating costs are typically higher for cold storage facilities relative to dry warehouses, primarily due to labor (e.g., more training and safety requirements, specialized clothing and equipment, etc.) and utilities.

Given the significant cost and efficiency advantages for newer, more technologically advanced cold storage facilities, demand has waned for older facilities. CBRE estimates that the average age of U.S. cold storage facilities is 28 years, and the GCCA estimates as of 2021 that only about 5% cold storage operations were automated. As inventory becomes increasingly obsolete, owners and operators of modern facilities will be at a significant advantage in offering lower costs and faster service to customers.

U.S. Cold Storage and Dry Warehouse Average Age Benchmarking

To lower operational costs, increase storage capacity, and enhance customer service levels, development and implementation of new technologies has risen in recent years among cold storage industry leaders. There are four areas in which technological advances are having the most pronounced impact on the industry: automation, software development and deployment, energy usage and data science. Innovations in these areas are also highly interrelated. As modern supply chain management continues to become more complex, we believe that operators that can offer customers a combination of physical and digital infrastructure will be most competitive. Given the significant investments required to develop and implement new technologies at scale, as well as the critical role of insights gleaned through analysis of large sets of warehouse operations data, the largest operators may be best positioned to capitalize on this opportunity.

Market Size and Competitive Landscape

In 2020, the GCCA estimated that the cold storage market is 5.5 billion cubic feet in the U.S. and 25 billion cubic feet globally. CBRE estimates that the U.S. cold storage market today is likely closer to 7 billion cubic feet, implying current global capacity of approximately 30 billion cubic feet.

The competitive landscape of the cold storage industry varies by location, but the general trend is for significant amounts of space to be consolidated among a few key companies with the rest of the market highly fragmented across many local and regional players. Globally, the top ten temperature-controlled warehousing operators represent only 23.5% of the public temperature-controlled warehousing cubic feet capacity.

Consolidation in the cold storage industry reflects the significant advantages from economies of scale due to increased brand recognition, breadth and depth of industry relationships, greater access to and lower cost of capital, and more extensive property networks. Consolidation is likely to continue, particularly as the competitive advantages for operators leveraging modern technology and data science become more pronounced.

Barriers to Entry

The increased complexity and additional materials and equipment required to build a cold storage warehouse typically lead to construction costs that are 2-4 times higher than an otherwise similar dry warehouse. These substantial cost constraints limit new development, making the cold storage market generally less vulnerable to supply-side risk than conventional dry warehouses.

In addition to high and increasing construction costs, new developers often must lease their space directly to food manufacturers or local distributors, which reduces the available tenant pool. This can prove challenging, since most food manufacturers prefer to outsource their temperature-controlled warehousing needs rather than operate themselves. Developers that want to operate their properties must be prepared to contend with large competitors in securing and retaining customers and skilled labor.

Growth Drivers

The U.S. temperature-controlled warehousing industry has experienced relatively stable revenue growth, even in periods marked by significant turmoil in the global financial markets, commodity shocks, secular shifts in consumer habits and preferences, the global COVID-19 pandemic and the ensuing supply chain disruption and periods of significant global inflation.

The primary drivers of growth in the cold storage industry are how much food is consumed overall and what kinds of food consumers prefer. Between 2023 and 2030, the global population is projected to increase by nearly 500 million people, average household incomes are projected to rise by 10%, and inflation-adjusted consumer spending on food to rise by 15%, according to Oxford Economics.

Urbanization is also a major catalyst for cold storage growth. As populations urbanize, they are much more likely to consume food produced outside of their immediate area and to utilize grocery stores, markets and restaurants that rely on cold storage networks. UNDESA expects the percent of the global population that is urbanized to reach 68% by 2050, up from 56% in 2020.

The most significant opportunity for industry growth in the coming years is within developing economies. Nearly all these countries currently have less than three cubic feet of cold storage space per urban resident, compared to ratios in developed economies that are roughly 5-10 times higher.

In advanced economies, growth in cold storage demand will be fueled more by ongoing trends in consumer preferences (e.g., shifting more spending to fresh and frozen foods), online grocery adoption and the replacement of obsolete and energy-inefficient infrastructure.

Real Estate Performance

Post-pandemic inflows of institutional capital and steep rent gains led to a wave of speculative projects in recent years, which have historically been very rare in this sector given the unique development challenges. Despite record construction activity, the U.S. construction pipeline represents a relatively modest 3.9% of existing stock in 2023 and 3.5% in 2024 (as measured in square feet), which is similar to the expected annual pace of demand

growth. After 2024, new deliveries are expected to slow substantially to 1.8% in 2025 as fewer projects have broken ground in the last two years, due in large part to higher construction costs, interest rates, financing challenges and some softening in occupancy.

On average, cap rates for refrigerated warehouses have been similar to dry warehouses, with significant compression over the prior decade. The average U.S. cap rate fell by nearly a full percentage point from the start of 2020 to the end of 2021 and remained 20-40 bps lower than the dry warehouse average during this period, based on data from Real Capital Analytics.

As investment volume slowed and the number of high-quality assets listed for sale increasingly dwindled, cap rates for refrigerated warehouses have risen but remain in line with pre-pandemic norms from 2018 to 2019. For cold storage, location factors are a major determinant of asset values. In general, cold storage cap rates are lowest for distribution facilities, particularly those located in or near ports and major population centers. General public refrigerated warehouses and production-advantaged warehouses generally have higher cap rates, with cap rates for individual assets varying based on location, tenant quality and other factors.

U.S. Average Cap Rate By Warehouse Type

Source: MSCI/Real Capital Analytics, Q3 2023 refrigerated warehouse cap rate is interpolated due to limited transaction activity.

Summary Risk Factors

You should carefully consider the matters discussed in the “Risk Factors” section beginning on page 55 of this prospectus for factors you should consider before investing in our common stock. Some of these risks include:

Structure and Formation of Our Company

Our Operating Partnership

Following the completion of this offering and the formation transactions, we will be the general partner of our operating partnership. Substantially all of our assets will be held by, and our operations will be conducted through, our operating partnership, either directly or through its subsidiaries. Our interest in our operating partnership will generally entitle us to share in cash distributions from, and in the profits and losses of, our operating partnership in proportion to our percentage ownership. Through our general partner interest in our operating partnership, we will generally have the exclusive power under the partnership agreement to manage and conduct its business and affairs, subject to certain approval and voting rights of the limited partners, which are described more fully below in “Description of the Partnership Agreement of Lineage OP, LP.”

Beginning on and after the date that is 14 months after the issuance of the OP units to a partner in our operating partnership, such partner will have the right to require our operating partnership to redeem some or all of its OP units (excluding any Legacy OP Units) for cash, based upon the value of an equivalent number of shares of our common stock at the time of the redemption, or, at our election, shares of our common stock on a one-for-one basis, subject to certain adjustments and the restrictions on ownership and transfer of our stock set forth in our charter and described under the section entitled “Description of Our Capital Stock—Restrictions on Ownership and Transfer.” Except for the one-time special redemption and top-up rights with respect to Legacy Class A-4 OP Units described elsewhere in this prospectus, Legacy OP Units do not have any redemption rights prior to being reclassified as OP units, but once a Legacy OP Unit has been so reclassified (assuming it is not otherwise in the process of Cash Settlement), it will have the same redemption rights as the other OP units but will not be subject to the 14-month waiting period. Such redemption of OP units will increase our percentage ownership interest in our operating partnership and our share of its cash distributions and profits and losses.

Over the course of the first three years following the initial closing of this offering, all of the Legacy OP Units will ultimately be reclassified into OP units. Reclassification will be on a one-for-one basis, with each Legacy OP Unit becoming a single OP unit upon its reclassification. Following any such reclassification, Legacy OP Unit holders will thereafter hold such OP units for such period of time as they determine or receive cash pursuant to a sale of their OP units to us in connection with the reclassification event (or a combination thereof). These reclassifications, and any related sales to us of the OP units, will occur at such times as directed by the LHR, acting on behalf of the Legacy OP Unit holders. The LHR will be an affiliate of our current majority stockholder, BGLH. BGLH will have the right to require us to conduct offerings of shares of our common stock from time to time to fund our purchases of such OP units. Each purchase of OP units will increase our percentage ownership interest in our operating partnership and our share of its cash distributions and profits and losses. See “Description of the Partnership Agreement of Lineage OP, LP.”

Formation Transactions

Prior to or simultaneously with the completion of this offering, we will engage in formation transactions, which are designed to facilitate this offering. Through the formation transactions, the following have occurred or will occur prior to or concurrently with the completion of this offering.

Our Structure

The following chart sets forth information about our company, our operating partnership, certain related parties and the ownership interests therein on a pro forma basis after giving effect to the formation transactions. Ownership percentages in our company and our operating partnership are presented based on the assumption that the underwriters’ option to purchase additional shares is not exercised and the other assumptions regarding the number of shares of our common stock and OP units to be outstanding after this offering and the formation transactions described under the heading “The Offering.”

Benefits to Related Parties

Upon completion of this offering and the formation transactions, Bay Grove and our directors, executive officers and employees will receive material benefits, including the following:

See “Executive Compensation—Treatment of LMEP Units and BGLH Restricted Units in Connection with this Offering” and “Executive Compensation—Equity Awards in Connection with the IPO” for further details.

Distribution Policy

We have elected to qualify as a REIT for U.S. federal income tax purposes. To qualify as a REIT, we must distribute annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains. To the extent we satisfy the distribution requirement but distribute less than 100% of our REIT taxable income (determined without regard to the dividends paid deduction and including any net capital gains), we will be subject to federal corporate income tax on our undistributed taxable income. In addition, as a REIT, we will be required to pay a 4% nondeductible excise tax on the amount, if any, by which the distributions we make in a calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years. For more information, see “Federal Income Tax Considerations—Taxation of Our Company—Annual Distribution Requirements.” To satisfy the requirements to qualify as a REIT and to avoid paying tax on our income, we intend to make quarterly distributions of all, or substantially all, of our REIT taxable income (including net capital gains) to our stockholders. In addition, we have a long-term target of distributing approximately 50% of our Adjusted FFO to our stockholders annually.

To the extent we are prevented by provisions of our financing arrangements or otherwise from distributing 100% of our REIT taxable income or otherwise do not distribute 100% of our REIT taxable income, we will be subject to income tax, and potentially excise tax, on the retained amounts. If our operations do not generate sufficient cash flow to enable us to pay our intended or required distributions, we may be required either to fund distributions from alternative sources, including working capital, borrowings, asset sales or equity capital, or reduce such distributions. Our actual results of operations will be affected by a number of factors, including the revenues we generate, our operating expenses, interest expense and unanticipated expenditures, among others. See “Distribution Policy.”

Restrictions on Ownership and Transfer of Our Common Stock

Our charter, subject to certain exceptions, authorizes our board of directors to take such actions as are necessary or appropriate to allow us to qualify and to preserve our status as a REIT. Furthermore, our charter prohibits, with certain exceptions, the beneficial or constructive ownership by any person of more than 9.8% in value of the aggregate of the outstanding shares of our capital stock or more than 9.8% (in value or in number of shares, whichever is more restrictive) of the aggregate of the outstanding shares of our common stock. In addition, our charter contains various other restrictions on the ownership and transfer of our common stock and capital stock, including restrictions to prevent us for a limited period from not qualifying as a domestically controlled qualified investment entity. Our board of directors, in its sole and absolute discretion, may exempt a person, prospectively or retroactively, and subject to such conditions and limitations as our board of directors may deem appropriate, from these ownership limits if certain conditions are satisfied. However, our board of directors may not grant an exemption from these ownership limits if such exemption would cause us to fail to qualify as a REIT. The ownership limits may delay or impede a transaction or a change of control that might be in your best interest. See “Description of Our Capital Stock—Restrictions on Ownership and Transfer.”

Our Tax Status

We have elected and believe we have qualified to be taxed as a REIT for U.S. federal income tax purposes commencing with our taxable year ended December 31, 2020. We believe that our organization and operations will allow us to continue to qualify as a REIT for federal income tax purposes. To maintain REIT status, we must

meet a number of organizational and operational requirements, including a requirement that we annually distribute to our stockholders at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains. See “Federal Income Tax Considerations.”

Corporate Information

We were formed in April 2017. Our principal executive office is located at 46500 Humboldt Drive, Novi, Michigan 48377. Our telephone number is (800) 678-7271.

THE OFFERING

The above shares of our common stock are presented on a net basis, assuming that an aggregate of 538,875 shares of our common stock issued to our executives and employees will be remitted to our company to satisfy tax withholding obligations, representing a blended withholding rate of approximately 35%. As a result, such 538,875 shares of our common stock will be held as authorized and unissued shares of our common stock and are not reflected in the shares of our common stock to be outstanding after this offering.

The shares of our common stock to be outstanding after this offering exclude:

The OP units to be outstanding after this offering exclude:

OPEUs will be exchangeable at Bay Grove’s election for OP units on a one-for-one basis, subject to adjustment in certain circumstances, at any time beginning two years after the initial closing date of this offering. OP units, other than Legacy OP Units (until they are reclassified as OP units) and OP units issued upon exchange of OPEUs, are redeemable for cash or, at our election, shares of our common stock on a one-for-one basis, subject to adjustment in certain circumstances, beginning 14 months after the original issuance of such units (other than OP units that were previously classified as Legacy OP Units, which have such redemption rights at any time after their reclassification into OP units and are not subject to such 14-month waiting period). Holders of OP units issued in exchange for such OPEUs will not be able to redeem such OP units until after the settlement of all legacy BGLH equity and all Legacy OP Units. Vested LTIP units are convertible as described under “Description of the Partnership Agreement of Lineage OP, LP—LTIP Units—Conversion Rights.”

SUMMARY SELECTED HISTORICAL AND PRO FORMA

CONDENSED CONSOLIDATED FINANCIAL AND OTHER DATA

Set forth below is summary selected consolidated financial and other data presented on (i) a historical basis and (ii) a pro forma basis. Lineage, Inc.’s historical consolidated balance sheet data as of December 31, 2023 and 2022 and consolidated operating data for the years ended December 31, 2023, 2022 and 2021 have been derived from Lineage, Inc.’s audited historical consolidated financial statements included elsewhere in this prospectus. Lineage, Inc.’s historical condensed consolidated balance sheet data as of March 31, 2024 and the condensed consolidated operating data for the three months ended March 31, 2024 and 2023 have been derived from Lineage, Inc.’s unaudited condensed consolidated financial statements included elsewhere in this prospectus. These unaudited condensed consolidated financial statements have been prepared on a basis consistent with Lineage, Inc.’s audited consolidated financial statements. In the opinion of our management, the unaudited historical financial data reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair statement of the results for those periods. The historical consolidated financial data included below and set forth elsewhere in this prospectus are not necessarily indicative of our future performance, and results for any interim period are not necessarily indicative of the results for any full year.

Lineage, Inc.’s unaudited pro forma condensed consolidated balance sheet data as of March 31, 2024 and unaudited pro forma condensed consolidated operating data for the three months ended March 31, 2024 and year ended December 31, 2023 have been derived from Lineage, Inc.’s unaudited pro forma condensed consolidated financial statements included elsewhere in this prospectus. Our unaudited pro forma condensed consolidated financial data assume the completion of this offering, the formation transactions and the other adjustments described in our unaudited pro forma condensed consolidated financial statements had occurred on March 31, 2024 for purposes of the unaudited pro forma condensed consolidated balance sheet data and on January 1, 2023 for purposes of the unaudited pro forma condensed consolidated statements of operations data for the three months ended March 31, 2024 and year ended December 31, 2023. Our unaudited pro forma financial information is not necessarily indicative of what our actual financial position and results of operations would have been as of the date and for the period indicated, nor does it purport to represent our future financial position or results of operations.

You should read the following summary selected historical and pro forma condensed consolidated financial and other data together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business and Properties” and our historical and pro forma condensed consolidated financial statements and related notes appearing elsewhere in this prospectus.

Non-GAAP Financial Measures

We use the following non-GAAP financial measures as supplemental performance measures of our business: NOI, segment NOI, FFO, Core FFO, Adjusted FFO, EBITDA, EBITDAre, Adjusted EBITDA, net debt, adjusted net debt and adjusted net debt to Adjusted EBITDA.

We calculate NOI as our total revenues less our cost of operations (excluding any depreciation and amortization, impairment charges, corporate-level general and administrative expenses, corporate-level acquisition, transaction, and other expense and corporate-level restructuring and impairment expense). We calculate segment NOI as a segment’s revenues less its cost of operations (excluding any depreciation and amortization, impairment charges, corporate-level general and administrative expenses, corporate-level acquisition, transaction, and other expense and corporate-level restructuring and impairment expense). We use segment NOI to evaluate our segments for purposes of making operating decisions and assessing performance in accordance with FASB ASC, Topic 280, Segment Reporting. We believe NOI and segment NOI are helpful to investors as a supplemental performance measure to net income because they assist both investors and management in understanding the core operations of

our business. There is no industry definition of NOI or segment NOI and, as a result, other REITs may calculate NOI or segment NOI, or other similarly-captioned metrics, in a manner different than we do. The table below reconciles NOI to net income (loss), which is the most directly comparable financial measure calculated in accordance with GAAP, and sets forth our NOI by segment.

We calculate funds from operations, or FFO, in accordance with the standards established by the Board of Governors of the National Association of Real Estate Investment Trusts, or NAREIT. NAREIT defines FFO as net income or loss determined in accordance with GAAP, excluding extraordinary items as defined under GAAP and gains or losses from sales of previously depreciated operating real estate assets, plus specified non-cash items, such as real estate asset depreciation and amortization, in-place lease intangible amortization, real estate asset impairment and our share of reconciling items for partially owned entities. We believe that FFO is helpful to investors as a supplemental performance measure because it excludes the effect of depreciation, amortization and gains or losses from sales of real estate, all of which are based on historical costs, which implicitly assumes that the value of real estate diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, FFO can facilitate comparisons of operating performance between periods and among other equity REITs.

We calculate core funds from operations, or Core FFO, as FFO adjusted for the effects of gain or loss on the sale of non-real estate assets, finance lease ROU asset amortization -real estate, non-real estate impairments, acquisition, restructuring and other, other income or expense, loss on debt extinguishment and modifications and the effects of gain or loss on foreign currency exchange. We also adjust for the impact attributable to non-real estate impairments on unconsolidated joint ventures and natural disaster and COVID. We believe that Core FFO is helpful to investors as a supplemental performance measure because it excludes the effects of certain items which can create significant earnings volatility, but which do not directly relate to our core business operations.

We believe Core FFO can facilitate comparisons of operating performance between periods, while also providing a more meaningful predictor of future earnings potential.

However, because FFO and Core FFO add back real estate depreciation and amortization and do not capture the level of maintenance capital expenditures necessary to maintain the operating performance of our properties, both of which have material economic impacts on our results from operations, we believe the utility of FFO and Core FFO as a measure of our performance may be limited.

We calculate adjusted funds from operations, or Adjusted FFO, as Core FFO adjusted for the effects of amortization of deferred financing costs, amortization of debt discount/premium amortization of above or below market leases, straight-line net operating rent, provision or benefit from deferred income taxes, stock-based compensation expense from grants under our equity incentive plans, non-real estate depreciation and amortization, finance lease ROU asset amortization -non-real estate and maintenance capital expenditures. We also adjust for Adjusted FFO attributable to our share of reconciling items of partially owned entities. We believe that Adjusted FFO is helpful to investors as a meaningful supplemental comparative performance measure of our ability to make incremental capital investments in our business and to assess our ability to fund distribution requirements from our operating activities.

FFO, Core FFO and Adjusted FFO are used by management, investors and industry analysts as supplemental measures of operating performance of equity REITs. FFO, Core FFO and Adjusted FFO should be evaluated along with GAAP net income and net income per diluted share (the most directly comparable GAAP measures) in evaluating our operating performance. FFO, Core FFO and Adjusted FFO do not represent net income or cash flows from operating activities in accordance with GAAP and are not indicative of our results of operations or cash flows from operating activities as disclosed in our consolidated statements of operations included elsewhere in this prospectus. FFO, Core FFO and Adjusted FFO should be considered as supplements, but not alternatives, to our net income or cash flows from operating activities as indicators of our operating performance. Moreover, other REITs may not calculate FFO in accordance with the NAREIT definition or may interpret the NAREIT definition differently than we do. Accordingly, our FFO may not be comparable to FFO as calculated by other REITs. In addition, there is no industry definition of Core FFO or Adjusted FFO and, as a result, other REITs may also calculate Core FFO or Adjusted FFO, or other similarly-captioned metrics, in a manner different than we do. The table below reconciles FFO, Core FFO and Adjusted FFO to net income (loss), which is the most directly comparable financial measure calculated in accordance with GAAP.

We calculate EBITDA for Real Estate, or EBITDAre, in accordance with the standards established by the Board of Governors of NAREIT, defined as earnings before interest income or expense, taxes, depreciation and amortization, net loss or gain on sale of real estate, net of withholding taxes, impairment write-downs on real estate property and adjustment to reflect share of EBITDAre of partially owned entities. EBITDAre is a measure commonly used in our industry, and we present EBITDAre to enhance investor understanding of our operating performance. We believe that EBITDAre provides investors and analysts with a measure of operating results unaffected by differences in capital structures, capital investment cycles and useful life of related assets among otherwise comparable companies.

We also calculate our Adjusted EBITDA as EBITDAre further adjusted for the effects of gain or loss on the sale of non-real estate assets, other income or expense, acquisition, restructuring and other, foreign currency exchange gain or loss, stock-based compensation expense, loss or gain on debt extinguishment and modification, impairment of investments in non-real estate, natural disaster and COVID, and reduction in EBITDAre from partially owned entities. We believe that the presentation of Adjusted EBITDA provides a measurement of our operations that is meaningful to investors because it excludes the effects of certain items that are otherwise included in EBITDAre but which we do not believe are indicative of our core business operations. EBITDAre and Adjusted EBITDA are not measurements of financial performance under GAAP, and our EBITDAre and Adjusted EBITDA may not be comparable to similarly titled measures of other companies. You should not consider our EBITDAre and Adjusted EBITDA as alternatives to net income or cash flows from operating activities determined in accordance with GAAP. Our calculations of EBITDAre and Adjusted EBITDA have limitations as analytical tools, including: