Americold (COLD) CFO receives 187,970 OP Profits Units with stock-linked upside

Rhea-AI Filing Summary

Americold Realty Trust’s Chief Financial Officer Christopher J. Papa received a grant of 187,970 Operating Partnership Profits Units on February 23, 2026. These equity-based units vest in two equal installments over two years, with 50% vesting on the first anniversary of the grant date and 50% on the second anniversary.

Once vested and subject to tax-related capital account conditions, each OP Profits Unit can be converted into a common unit of limited partnership interest in Americold Realty Operating Partnership, L.P. Each such common unit may then be redeemed for cash equal to the fair market value of one share of Americold Realty Trust common stock, or, at the company’s election, exchanged for one share of common stock. The conversion and redemption rights have no expiration dates, giving the CFO long-term participation aligned with common shareholders.

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)
02/23/2026

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)	(2)	02/23/2026		A		187,970		(1)(2)	(2)	Common Stock	187,970	$0	187,970	D

Explanation of Responses:

1. Represents OP Profits Units ("OP Profits Units") of Americold Realty Operating Partnership, L.P. ("Operating Partnership"), which vest ratably over a two-year period, with 50% vesting on the one-year anniversary of February 23, 2026 (the "Grant Date"), and 50% vesting on the second anniversary of the Grant Date. 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.

	/s/ Nathan H. Harwell, Attorney-in-fact	02/24/2026
	** 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 transaction did Americold Realty Trust (COLD) report?

Americold Realty Trust reported that its Chief Financial Officer, Christopher J. Papa, received 187,970 Operating Partnership Profits Units as an equity award. These units vest over two years and can ultimately convert into partnership units and then cash or common stock equivalents.

How do the CFO’s OP Profits Units at Americold (COLD) vest?

The 187,970 OP Profits Units granted to Americold’s CFO vest ratably over two years. Half vest on the one-year anniversary of the February 23, 2026 grant date, and the remaining half vest on the second anniversary, creating a multi-year retention and alignment incentive.

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

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

Does the Americold (COLD) CFO equity award have an expiration date?

The rights to convert vested OP Profits Units into common partnership units and to redeem those units for cash or common stock equivalents have no expiration dates. This provides long-term potential value tied directly to Americold’s common stock performance for the CFO.

What equity plan governs the Americold (COLD) CFO’s OP Profits Units grant?

The OP Profits Units granted to Americold’s CFO were issued under the Amended and Restated Americold Realty Trust 2017 Equity Incentive Plan. This plan authorizes equity-based awards that align executive compensation with unitholder and shareholder interests over time.