COLD Form 4: CEO Robert Chambers Receives 39,820 Equity Units

Rhea-AI Filing Summary

Robert Scott Chambers, Chief Executive Officer and Director of Americold Realty Trust (COLD), acquired 39,820 Operating Partnership Profits Units on 09/01/2025. The units were granted under the company's 2017 Equity Incentive Plan and are scheduled to vest ratably on September 1, 2026, 2027, and 2028, meaning roughly one-third vests each year over three years. Each vested OP Profits Unit may be converted by the holder into a Common Unit and, once converted, may be redeemed for cash equal to the then fair market value of a share of Americold common stock or, at the company’s election, exchanged for one share of common stock.

The filing shows the acquisition as a direct beneficial ownership of 39,820 units at a $0 price and was signed by an attorney-in-fact on 09/02/2025.

Positive

• Long‑term alignment: Award vests ratably over three years (2026–2028), promoting retention and alignment with shareholder value.
• Sizeable award: 39,820 Operating Partnership Profits Units represent a meaningful executive incentive grant.
• Conversion/redemption flexibility: Vested units can convert to Common Units and be redeemed for cash equal to fair market value or exchanged for one share, linking pay to stock value.

Negative

• None.

Insights

Financial Analyst

TL;DR: CEO received a time‑vested equity award of 39,820 OP Profits Units, aligning pay with multi‑year performance and retention.

The grant of 39,820 OP Profits Units to the CEO is a standard long‑term incentive structure that vests over three years, which supports retention and aligns management with shareholder value through conversion and redemption rights tied to Americold common stock value. The units carry potential economic exposure to share price via conversion or cash redemption. Reported ownership is direct and recorded at a $0 grant price, indicating an award rather than a purchase. This is not a market‑moving disclosure by itself but is meaningful for executive compensation monitoring.

Corporate Governance Expert

TL;DR: Time‑based vesting and conversion/redemption mechanics provide alignment but warrant monitoring for dilution and governance oversight.

The structure—OP Profits Units convertible into Common Units with perpetual conversion/redemption rights—gives the executive flexible monetization options while keeping incentives tied to company equity value. Vesting over 2026–2028 staggers potential dilution and retains the CEO. From a governance perspective, disclosure is concise and complies with Section 16 reporting; investors should track cumulative equity grants and potential dilution in subsequent filings.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

CHAMBERS ROBERT SCOTT

(Last) (First) (Middle)

10 GLENLAKE PARKWAY

SUITE 600, SOUTH TOWER

(Street)

ATLANTA GA 30328

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AMERICOLD REALTY TRUST [ COLD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Operating Partnership Profits Units(1)	(2)	09/01/2025	09/01/2025	A		39,820(1)		(1)(2)	(2)	Common Stock	39,820	$0	39,820	D

Explanation of Responses:

1. Represents OP Profits Units ("OP Profits Units") of Americold Realty Operating Partnership, L.P. (the "Operating Partnership"), which will vest ratably on September 1, 2026, 2027, and 2028. The OP Profits Units were issued to the Reporting Person pursuant to the Amended and Restated Americold Realty Trust 2017 Equity Incentive Plan.

2. Conditioned upon minimum allocations to the capital accounts of the OP Profits Units for federal income tax purposes, each vested OP Profits Unit may be converted, at the election of the holder, into a common unit of limited partnership interest in the Operating Partnership (a "Common Unit"). Each Common Unit acquired upon conversion of a vested OP Profits Unit may, at the election of the holder, be presented for redemption for cash equal to the then fair market value of a share of Americold Realty Trust, Inc. (the "Company") common stock ("Common Stock"), except that the Company may, at its election, acquire each Common Unit so presented for one share of Common Stock. The rights to convert OP Profits Units into Common Units and redeem Common Units have no expiration date.

Remarks:

	/s/ Nathan H. Harwell, attorney-in-fact	09/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

Who filed the Form 4 for Americold Realty Trust (COLD)?

Robert Scott Chambers, CEO and Director, is the reporting person; the form was signed by an attorney‑in‑fact on 09/02/2025.

What was granted to the reporting person on 09/01/2025?

39,820 Operating Partnership Profits Units were acquired under the Amended and Restated Americold Realty Trust 2017 Equity Incentive Plan.

When do the OP Profits Units vest?

They vest ratably on September 1, 2026, 2027, and 2028, so approximately one‑third vests each year over three years.

Can OP Profits Units be converted to company stock?

Yes. Each vested OP Profits Unit may be converted into a Common Unit and that Common Unit may be redeemed for cash equal to the then fair market value of a share or exchanged for one share at the company’s election.

Was there a purchase price for the units?

The filing reports a $0 price for the underlying common stock amount, indicating the units were granted rather than purchased.