Americold (NYSE: COLD) CIO receives time- and performance-based OP unit grants

Rhea-AI Filing Summary

Americold Realty Trust’s Chief Investment Officer, Russell Scott Henderson, received equity-based awards tied to the company’s operating partnership. He was granted 28,777 Operating Partnership Profits Units that vest in equal portions on March 8, 2027, 2028, and 2029 under the Amended and Restated Americold Realty Trust 2017 Equity Incentive Plan.

He was also granted 43,165 performance-based OP Profits Units. These may vest at the end of a three-year period running from January 1, 2026 through December 31, 2028, contingent on achieving pre-established adjusted funds from operations (AFFO) goals. Once vested and subject to tax allocation conditions, each OP Profits Unit can be converted into a common unit of the operating partnership, which the holder may redeem for cash equal to the fair market value of Americold common stock, or the company may instead deliver one share of common stock per unit. These conversion and redemption rights have no expiration dates.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Henderson Russell Scott

Role Chief Investment Officer

Type	Security	Shares	Price	Value
Grant/Award	Operating Partnership Profits Units	28,777	$0.00	--
Grant/Award	Performance OP Profits Units	43,165	$0.00	--

Holdings After Transaction: Operating Partnership Profits Units — 28,777 shares (Direct); Performance OP Profits Units — 43,165 shares (Direct)

Footnotes (1)

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. 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. 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. 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.

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Form 4 Insider Transactions: What Each Field Means →

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^*

Henderson Russell Scott

(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 Investment 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		28,777		(1)(2)	(2)	Common Stock	28,777	$0	28,777	D
Performance OP Profits Units(3)	$0	03/08/2026		A		43,165		(3)(4)	(4)	Common Stock	43,165	$0	43,165	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).
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

What insider transactions did Americold (COLD) report for Russell Scott Henderson?

Americold reported that Chief Investment Officer Russell Scott Henderson received equity-based awards, not open-market trades. He was granted 28,777 Operating Partnership Profits Units and 43,165 performance-based OP Profits Units, both issued under Americold’s amended and restated 2017 equity incentive plan.

How do the Operating Partnership Profits Units granted to Americold’s CIO vest?

The 28,777 Operating Partnership Profits Units granted to Americold’s CIO vest ratably over three years. They vest in equal portions on March 8, 2027, March 8, 2028, and March 8, 2029, reflecting a time-based long-term incentive structure for the executive.

What performance conditions apply to Americold’s Performance OP Profits Units grant?

The 43,165 Performance OP Profits Units depend on Americold’s adjusted funds from operations (AFFO) between January 1, 2026 and December 31, 2028. These units will vest, if at all, only at the end of that three-year period, contingent on achieving pre-established AFFO performance goals.

Can Americold OP Profits Units be converted into common stock or cash?

Once vested and after satisfying tax allocation conditions, each OP Profits Unit may be converted into a common unit of the operating partnership. Each common unit can then be redeemed for cash equal to Americold’s common stock fair market value, or exchanged for one share of common stock at the company’s election.

Do Americold’s OP Profits Units and Performance OP Profits Units have expiration dates?

The rights associated with Americold’s OP Profits Units and Performance OP Profits Units have no expiration dates. After vesting and conversion conditions are met, holders can convert units into common units and redeem those for cash or stock without a stated end date to those rights.

Under which plan were Americold’s OP Profits Units awards granted?

Both the time-based OP Profits Units and the performance-based OP Profits Units were granted under the Amended and Restated Americold Realty Trust 2017 Equity Incentive Plan. This plan governs the structure, vesting, and other key terms of these executive incentive awards.