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Large OP Profits Unit grants give Americold (NYSE: COLD) CEO equity stake

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Americold Realty Trust reported that Chief Executive Officer Robert Scott Chambers received new equity-based awards in the form of partnership profits units. He was granted 191,847 Operating Partnership Profits Units that vest in equal parts on March 8, 2027, 2028, and 2029 under the company’s 2017 Equity Incentive Plan. He also received 287,770 performance-based OP Profits Units tied to adjusted funds from operations performance for the period from January 1, 2026 through December 31, 2028, which will vest, if at all, at the end of that three-year period based on pre-established goals. Subject to tax-related capital account conditions, vested units can be converted into OP common units and then, at the company’s election, redeemed for cash or one share of common stock per unit.

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Insider CHAMBERS ROBERT SCOTT
Role Chief Executive Officer
Type Security Shares Price Value
Grant/Award Operating Partnership Profits Units 191,847 $0.00 --
Grant/Award Performance OP Profits Units 287,770 $0.00 --
Holdings After Transaction: Operating Partnership Profits Units — 191,847 shares (Direct); Performance OP Profits Units — 287,770 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.
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)
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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive 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 191,847 (1)(2) (2) Common Stock 191,847 $0 191,847 D
Performance OP Profits Units(3) $0 03/08/2026 A 287,770 (3)(4) (4) Common Stock 287,770 $0 287,770 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 equity awards did Americold (COLD) CEO Robert Scott Chambers receive?

Robert Scott Chambers received 191,847 Operating Partnership Profits Units and 287,770 performance-based OP Profits Units as equity awards. These were granted at no cash cost under Americold’s 2017 Equity Incentive Plan and are subject to time-based and performance-based vesting conditions.

How do the Americold CEO’s OP Profits Units vest over time?

The 191,847 time-based OP Profits Units vest ratably on March 8, 2027, 2028, and 2029. The 287,770 performance-based OP Profits Units vest, if at all, after the three-year period ending December 31, 2028, based on pre-established AFFO performance goals.

What performance goals affect Americold (COLD) performance OP Profits Units?

The performance OP Profits Units are tied to Americold’s adjusted funds from operations (AFFO) for the period from January 1, 2026 through December 31, 2028. Vesting occurs only if the company meets pre-established AFFO targets over that three-year performance window.

Can Americold OP Profits Units turn into common stock for the CEO?

Once vested and subject to required capital account allocations, each OP Profits Unit may convert into a common partnership unit, which can be redeemed for cash equal to the fair market value of a common share, or, at Americold’s election, exchanged for one share of common stock.

Are there expiration dates on Americold CEO’s OP Profits Unit rights?

The rights to convert vested OP Profits Units and performance OP Profits Units into common partnership units, and then redeem those units for cash or common stock, do not have expiration dates. These rights remain available once vesting and tax-related conditions are satisfied.