Americold (COLD) retirement terms: 8/12 incentive & 18-month COBRA

Rhea-AI Filing Summary

Americold Realty Trust amended a retirement arrangement for Mr. Chappelle that treats a portion of his equity awards as continuing-to-vest time-based awards and prorates performance-based awards for the portion of the performance period he remained employed, with payout tied to actual performance at the end of that period. The company will pay the COBRA premium for up to 18 months or until he obtains other employer coverage, and will pay a pro-rated (8/12) amount of his annual incentive tied to the company EBITDA component for the 2025 fiscal year. Mr. Chappelle will release certain claims and his post-termination restrictive covenants remain in effect.

Positive

• Prorated incentive payment (8/12) ties retirement payout to actual EBITDA performance for 2025
• Company covers COBRA premiums for up to 18 months, supporting continuity of benefits
• Restrictive covenants remain in effect, which preserves protections against competitive activity
• Executive releases claims, reducing potential litigation exposure

Negative

• Creates a near-term cash obligation for COBRA premiums and the pro-rated incentive tied to 2025
• Performance-based awards remain contingent on future performance, delaying final settlement and potential certainty for investors

Insights

Compensation & Governance Analyst

TL;DR: Retirement terms provide standard continuation benefits, a prorated incentive, and preserved restrictive covenants.

The arrangement converts equity into time-based vesting for the treated portion and prorates performance awards, with final payout dependent on actual performance at the end of the performance period. This preserves alignment between pay and company results while recognizing retirement status.

The company will fund COBRA premiums for up to 18 months and a pro-rated 8/12 annual incentive tied to the company's EBITDA for the 2025 fiscal year, which creates a predictable near-term cash outflow. The executive's release of claims and retention of post-termination restrictive covenants reduce litigation and competitive risk for the company; monitor any disclosed payment amounts in future filings.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Americold (COLD) agree to pay for Mr. Chappelle's post-retirement benefits?

The company agreed to pay the cost of COBRA premiums for up to 18 months or until he obtains other employer coverage, and a pro-rated (8/12) amount of his annual incentive tied to the company's EBITDA for the 2025 fiscal year.

How are Mr. Chappelle's equity awards treated under the retirement agreement?

A portion will be treated as time-based continuing-to-vest and performance-based awards will be pro-rated for the portion of the performance period he remained employed, with payout based on actual performance at period end.

Does Mr. Chappelle retain any obligations after termination?

Yes. He agreed to release certain claims against the company and his post-termination restrictive covenants remain in effect as amended by the Retirement Agreement.

Is the pro-rated incentive payment guaranteed?

The pro-rated payment is tied to the actual Company EBITDA financial component for the 2025 fiscal year, so final payout depends on that performance.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/25/2025 - 04:33 PM Learn about SEC filing dates

AMERICOLD REALTY TRUST false 0001455863 0001455863 2025-08-25 2025-08-25

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 25, 2025

AMERICOLD REALTY TRUST, INC.

(Exact name of registrant as specified in its charter)

Maryland		001-34723		93-0295215
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

10 Glenlake Parkway, South Tower, Suite 600

Atlanta, Georgia, 30328

(Address of principal executive offices and zip code)

(678) 441-1400

Registrant’s telephone number, including area code:

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $0.01 par value per share		COLD		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On August 25, 2025, the Board of Directors (the “Board”) of Americold Realty Trust, Inc. (the “Company”), appointed Robert S. Chambers, the Company’s current President as the Company’s next Chief Executive Officer and member of the Board, effective September 1, 2025. Mr. Chambers will no longer serve as President effective September 1, 2025. At that time, George F. Chappelle, Jr. will retire and step down from his positions as Chief Executive Officer and member of the Board. Mr. Chappelle’s resignation is not the result of any disagreement with the Company on any matter related to the Company’s operations, policies or practices.

Mr. Chambers, age 43, previously served as President of the Company since June 2025 and President, Americas of the Company from January 2024 to June 2025. He had rejoined the Company in January of 2020 as Executive Vice President and Chief Commercial Officer. Prior to rejoining the Company, he served as the Chief Financial Officer of Saia LTL Freight (NASDAQ: SAIA) from May of 2019 through January of 2020. Mr. Chambers previously served as the Company’s Vice President, Commercial Finance from September of 2013 through April of 2019. Before originally joining the Company, Mr. Chambers was the Senior Director of Finance for CEVA Logistics from 2010 through 2013. Prior to that, he was a Manager in the Audit and Advisory practice at KPMG. Mr. Chambers is a Certified Public Accountant. He received both his bachelor’s degree and his Masters of Accounting degree from Stetson University.

Robert Chambers Offer Letter

In connection with Mr. Chambers’ appointment, Mr. Chambers and the Company executed an offer letter on August 25, 2025 (the “Offer Letter”). Pursuant to the Offer Letter, during Mr. Chambers’ employment with the Company, he will receive an initial base salary of $1,000,000 per year, and an annual cash incentive opportunity at target of 160%, which will be prorated for fiscal year 2025. Mr. Chambers will be eligible to receive annual equity awards with a target value of $3,750,000, pursuant to the terms of the Company’s shareholder-approved equity plan.

Pursuant to the Offer Letter, Mr. Chambers will receive a sign on equity grant with a grant date fair value of $575,000, with the grant to be in the form of time-based restricted stock. The time-based restricted stock will vest in three tranches on each of the anniversaries of the grant date.

Mr. Chambers is expected to enter into the Company’s previously disclosed Executive Severance Benefits Plan and participate in the employee benefit plans and programs provided by the Company to other senior executives. Mr. Chambers will be covered by any Company directors and officers insurance policies.

There are no family relationships, as defined in Item 401 of Regulation S-K, between Mr. Chambers and any of the Company’s executive officers or directors or persons nominated or chosen to become a director or executive officer. Mr. Chambers has not engaged in any transaction with the Company during the last fiscal year, and does not propose to engage in any transaction, that would be reportable under Item 404(a) of Regulation S-K.

George Chappelle Retirement Agreement

In connection with Mr. Chappelle’s separation, the Company has entered into a Retirement Agreement and General Release of Claims with Mr. Chappelle (the “Retirement Agreement”). Pursuant to the Retirement Agreement, Mr. Chappelle’s awards granted to him during his tenure will be treated as originally established in the award agreements, with time-based continuing to vest and performance-based being pro-rated based on the portion of the performance period Mr. Chappelle remained employed with the Company, with payout based on actual performance at the end of such performance period applied to the pro-rated portion (which will be treated as prescribed for retirement in the documents governing such awards). In addition, the Company agreed to pay (i) for the cost of the premium for Mr. Chappelle’s continued benefits coverage, if Mr. Chappelle properly and timely elects to continue such coverage, under the Company’s benefits plan in accordance with the continuation requirements of “COBRA” for up to 18 months from or until Mr. Chappelle becomes eligible for coverage under a plan or program of any other employer, at which time the Company’s obligation to provide benefits shall terminate; and (ii) a pro-rated amount (8/12 months) equal to the annual incentive compensation opportunity for the actual Company EBITDA financial component that the he would otherwise have received for the 2025 fiscal year. Mr. Chappelle agreed (i) to release certain claims against the Company and (ii) that his post-termination restrictive covenants (as amended by the Retirement Agreement) remain in effect.

Item 7.01 — Regulation FD Disclosure

A copy of the Company’s press release relating to the announcement described in Item 5.02, dated August 25, 2025, is furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01 — Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release dated August 25, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

AMERICOLD REALTY TRUST, INC.
By:		/s/ E. Jay Wells
Name: E. Jay Wells
Title: EVP & Chief Financial Officer

Date: August 25, 2025