Americold (NYSE: COLD) CFO receives performance-based OP Profits Unit grants

Rhea-AI Filing Summary

Americold Realty Trust’s Chief Financial Officer Christopher J. Papa received two equity-based awards linked to the company’s operating partnership. He was granted 81,535 Performance OP Profits Units, which may vest after the three-year period from Jan. 1, 2026 through Dec. 31, 2028 if adjusted funds from operations (AFFO) goals are met. He was also granted 54,357 Operating Partnership Profits Units, vesting in equal parts on March 8, 2027, 2028 and 2029. Once vested and subject to tax-capital allocation conditions, each unit can be converted into a common partnership unit and then redeemed for either cash equal to the fair market value of a common share or, at the company’s election, one share of common stock. These awards are compensation grants, not open-market stock purchases or sales.

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

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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^*

PAPA CHRISTOPHER J

(Last) (First) (Middle)

C/O 10 GLENLAKE PARKWAY

SOUTH TOWER, SUITE 600

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/08/2026

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)	$0	03/08/2026		A		54,357		(1)(2)	(2)	Common Stock	54,357	$0	54,357	D
Performance OP Profits Units(3)	$0	03/08/2026		A		81,535		(3)(4)	(4)	Common Stock	81,535	$0	81,535	D

Explanation of Responses:

1. Represents OP Profits Units ("OP Profits Units") of Americold Realty Operating Partnership, L.P. ("Operating Partnership"), which will vest ratably on March 8, 2027, 2028, and 2029. 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 (the "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 vested OP Profits Units into Common Units and redeem Common Units have no expiration dates.

3. Represents performance-based OP Profits Units ("Performance OP Profits Units") of the Operating Partnership. Payout of the Performance OP Profits Units will be determined based upon the Company's adjusted funds from operations ("AFFO") during the applicable period Jan. 1, 2026 - Dec. 31, 2028). The Performance OP Profits Units will vest, if at all, at the end of the 3-year period contingent upon the achievement of the pre-established AFFO goals. The Performance OP Units were issued to the Reporting Peron pursuant to the Amended and Restated Americold Realty Trust 2017 Equity Plan.

4. Conditioned upon minimum allocations to the capital accounts of the Performance OP Profits Units for federal income tax purposes, each vested Performance 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 Performance OP Profits Unit may be presented for redemption, at the election of the holder, for cash equal to the then fair market value of the Company's Common Stock, except that the Company may, at its election, acquire each Common Unit so presented for one Common Share. The rights to convert vested Performance OP Profits Units into Common Units and redeem Common Units have no expiration dates.

	/s/ Nathan H. Harwell, Attorney-in-fact	03/10/2026
	** 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).
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FAQ

What equity awards did Americold (COLD) grant to its CFO Christopher J. Papa?

Americold granted Christopher J. Papa 81,535 Performance OP Profits Units and 54,357 Operating Partnership Profits Units. These derivative units are tied to common stock value and serve as long-term incentive compensation rather than open-market share purchases or sales.

How do Christopher J. Papa’s Performance OP Profits Units at Americold (COLD) vest?

The 81,535 Performance OP Profits Units may vest after the three-year period from January 1, 2026 through December 31, 2028. Vesting depends on Americold’s achievement of pre-established adjusted funds from operations (AFFO) goals over that performance period.

What is the vesting schedule for Americold (COLD) CFO’s Operating Partnership Profits Units?

The 54,357 Operating Partnership Profits Units granted to the CFO vest ratably on March 8, 2027, March 8, 2028 and March 8, 2029. This time-based vesting structure supports long-term alignment with Americold’s operating and financial performance.

Can Americold (COLD) OP Profits Units and Performance OP Profits Units be converted into common stock?

Once vested and subject to tax capital allocation conditions, each OP Profits Unit or Performance OP Profits Unit may be converted into a common partnership unit, then redeemed for cash equal to a share’s fair market value or, at Americold’s election, one common share.

Do Christopher J. Papa’s Americold (COLD) unit awards have expiration dates?

The rights to convert vested OP Profits Units and Performance OP Profits Units into common partnership units and to redeem those units have no expiration dates. This provides ongoing flexibility for future redemption into cash or Americold common stock.

Are the Americold (COLD) CFO’s new unit awards open-market stock purchases?

No. The grants are compensation awards of OP Profits Units and Performance OP Profits Units at a zero exercise price. They are derivative equity incentives, not open-market purchases or sales of Americold common stock by the CFO.