Americold (COLD) awards OP and Performance OP Profits Units to officer

Rhea-AI Filing Summary

Americold Realty Trust reported that Chief Legal & People Officer Nathan H. Harwell received new equity-based awards tied to the company’s operating partnership. On March 8, 2026, he was granted 28,777 Operating Partnership Profits Units that vest in three equal parts on March 8, 2027, 2028, and 2029.

He was also granted 43,165 Performance OP Profits Units. These performance-based units may vest after the three-year period from January 1, 2026 through December 31, 2028, but only if pre-established adjusted funds from operations goals are met. Both types of units can ultimately be converted into common units and then into Americold common stock or cash at the holder’s election, with no stated expiration dates for these conversion and redemption rights.

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^*

Harwell Nathan H

(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 Legal & People 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	03/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What equity awards did Americold (COLD) grant to Nathan H. Harwell?

Americold granted Nathan H. Harwell 28,777 Operating Partnership Profits Units and 43,165 Performance OP Profits Units. Both awards are equity-based interests in Americold Realty Operating Partnership, L.P., linked to future vesting schedules and potential conversion into Americold common stock or cash.

How do the Operating Partnership Profits Units for COLD vest?

The 28,777 Operating Partnership Profits Units vest ratably on March 8, 2027, March 8, 2028, and March 8, 2029. These time-based vesting conditions mean Harwell earns equal portions over three years under Americold’s Amended and Restated 2017 Equity Incentive Plan.

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

The 43,165 Performance OP Profits Units vest, if at all, based on Americold’s adjusted funds from operations from January 1, 2026 through December 31, 2028. Vesting occurs only if pre-set AFFO goals are achieved by the end of this three-year performance period.

Can Americold OP Profits Units be converted into common stock?

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

Do Americold’s OP Profits Units and Performance OP Profits Units expire?

The rights to convert vested OP Profits Units and Performance OP Profits Units into common units, and then redeem those common units for cash or Americold common stock, have no expiration dates. These rights remain outstanding once vesting and other stated conditions are satisfied.