Item 2.06 – Material Impairments
On July 21, 2026, Americold Realty Trust, Inc. (the “Company”) entered into a Termination and Wind Down Agreement (the “Agreement”) with ADUSA Distribution, LLC, a subsidiary of Ahold Delhaize USA (“ADUSA Distribution”), pursuant to which the Company and ADUSA Distribution have agreed to wind down operations at the Company’s automated retail distribution center located in Lancaster, PA (the “PA Facility”) and will not commence operations at the Company’s automated retail fulfillment center located in Plainville, CT (the “CT Facility” and, together with the PA Facility, the “Facilities”), which were being purpose developed for ADUSA Distribution’s use.
Under the terms of the Agreement, the Company and ADUSA Distribution will work together to unwind operations at the PA Facility by December 31, 2026 (with up to a six-month extension option upon mutual agreement). The CT Facility will be idled immediately, except for certain short-term ice production operations. No termination fees, penalties, or contingent liabilities have been assessed to either party and the parties have agreed to a full mutual release of all claims. In connection with the Agreement, the Company and ADUSA Distribution have agreed to expand and renew business in other assets in the Company’s network.
The Company intends to classify the Facilities as held for sale in Q3 2026 and to market and sell the Facilities. As of June 30, 2026, the net book value of the Facilities was approximately $455 million. As a result of and in connection with the Agreement, based on independent appraisals and management’s assessment of fair market value, the Company expects to record a non-cash impairment charge of approximately $305 million to $320 million, to be recognized in the second quarter of 2026. The impairment charge is not expected to result in immediate cash expenditures. The Company is currently pursuing the disposition of the Facilities, but may also evaluate other strategic alternatives in the future, including continued ownership, redevelopment, and potential remediation activities. Because the nature, timing, and scope of any such actions have not been fully determined, the Company is currently unable in good faith to estimate the amount or range of future cash expenditures that may result from these actions.
Item 7.01 – Regulation FD Disclosure
The results of operations of the Facilities are not material to the Company’s consolidated financial statements in fiscal 2026 or prior periods, and we do not expect the impairment or the wind down operations described under Item 2.06 of this Current Report on Form 8-K (this “Current Report”) to have an impact on the Company’s previously provided outlook for the full-year of 2026 as set forth in the first quarter earnings release dated May 7, 2026.
The foregoing information is furnished pursuant to Item 7.01, “Regulation FD.” The information in Item 7.01 of this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section and shall not be or be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing.
Forward-Looking Statements
This Current Report contains statements about future events and expectations that constitute forward-looking statements. Forward-looking statements are based on our beliefs, assumptions and expectations of our future financial and operating performance and growth plans, taking into account the information currently available to us. These statements are not statements of historical fact. Forward-looking statements involve risks and uncertainties that may cause our actual results to differ materially from the expectations of future results we express or imply in any forward-looking statements, and you should not place undue reliance on such statements. Factors that could contribute to these differences include the following: failure to consummate the joint venture transaction with EQT on the terms or timeline currently anticipated, or at all, due to the failure to satisfy closing conditions, obtain necessary approvals or consents, or other factors beyond our control; failure to achieve the anticipated benefits, synergies or returns from the joint venture transaction with EQT, including as a result of unanticipated costs or liabilities, difficulties in integrating joint venture operations, or the failure of the joint venture to perform in accordance with our expectations; failure to execute on growth strategies and opportunities; geopolitical conflicts, including the ongoing conflicts in the Middle East, and any related or resulting disruptions, including increasing energy costs; rising inflationary pressures, increased interest rates and operating costs; national, international, regional and local economic conditions, including impacts and uncertainty from trade disputes and tariffs on goods