[8-K] Iron Mountain Inc. Reports Material Event

Rhea-AI Filing Summary

Iron Mountain issued unsecured senior notes carrying a 4.750% annual coupon due January 15, 2034. The Notes were issued September 10, 2025, pay interest semi-annually on January 15 and July 15 beginning January 15, 2026, and accrue from September 10, 2025. They were sold only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S and are not registered under the Securities Act. The Notes are jointly and severally guaranteed on an unsecured senior basis by the company’s principal U.S. subsidiaries, rank pari passu with other senior debt, are effectively subordinated to secured indebtedness and structurally subordinated to liabilities of non-guarantor subsidiaries. Redemption and repurchase provisions include make-whole and issuer call options, an equity-offering partial call prior to September 10, 2028, and potential change-of-control or asset-sale repurchase obligations.

Positive

• Long-dated financing with maturity on January 15, 2034 provides extended capital runway
• Fixed 4.750% coupon locks in interest cost for the term
• Joint and several U.S. subsidiary guarantees support the senior unsecured credit
• Placement to institutional investors (Rule 144A/Reg S) is a standard market execution enabling speed and targeted distribution

Negative

• Unsecured obligations are effectively subordinated to secured indebtedness to the extent of collateral value
• Structurally subordinated to liabilities of subsidiaries that do not guarantee the Notes, reducing recovery priority for holders of the Notes
• Notes are unregistered under the Securities Act, limiting resale to institutional and Reg S channels
• Change-of-control and asset-sale repurchase requirements could force cash outflows under certain transactions

Insights

Debt Capital Markets Analyst

TL;DR: Issuance extends Iron Mountain's unsecured debt maturity with a fixed 4.75% coupon to 2034; structure is standard for corporate notes.

The notes provide long-dated fixed-rate financing at 4.750% through 2034, which locks in interest costs and extends maturity profile. Placement to Rule 144A/Reg S investors is typical for institutional debt raises and avoids Securities Act registration. Joint and several guarantees by major U.S. subsidiaries strengthen credit support within the corporate group, while pari passu ranking preserves equal standing with other senior creditors. Redemption features, including a make-whole and an equity-proceeds call up to 40% before 2028, are conventional and give the issuer refinancing flexibility.

Corporate Finance Expert

TL;DR: The issuance increases unsecured senior obligations and contains standard subordination and tax-protection clauses that affect creditor recovery and cashflow risk.

Because the notes are unsecured, they are effectively subordinated to any secured borrowings to the extent of collateral value, and structurally subordinated to liabilities of non-guarantor subsidiaries; this affects recovery priority for holders. The agreement to pay additional amounts to non-U.S. holders for U.S. tax withholdings and tax-triggered redemption at 100% are protective for investors but could increase cash outflows under certain tax changes. The lack of registration limits secondary market liquidity to institutional channels.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): September 10, 2025

IRON MOUNTAIN INCORPORATED

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-13045						23-2588479
(Commission File Number)						(IRS Employer Identification No.)

85 New Hampshire Avenue, Suite 150, Portsmouth, New Hampshire

(Address of Principal Executive Offices)

03801

(Zip Code)

(617) 535-4766

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name Of Each Exchange On Which Registered

Common Stock, $.01 par value per share

IRM

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

Issuance of 4.750% Senior Notes due 2034

On September 10, 2025, Iron Mountain Incorporated (the “Company”) completed a private offering of €1,200,000,000 in aggregate principal amount of 4.750% Senior Notes due 2034 (the “Notes”), sold at 100.00% of par. The net proceeds from the offering were approximately €1,185.5 million, after deducting discounts to the initial purchasers and estimated offering expenses. The Company intends to use the net proceeds from the offering of the Notes to redeem all of the outstanding 3.875% GBP Senior Notes due 2025 and for general corporate purposes, including to repay all or a portion of the outstanding borrowings under the Company’s revolving credit facility and to pay related fees and expenses.

The Notes were offered and sold only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-United States persons in compliance with Regulation S under the Securities Act. The Notes have not been registered under the Securities Act or under any state securities law, and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

The Notes were issued under an indenture, dated as of September 10, 2025 (the “Indenture”), by and among the Company, the Subsidiary Guarantors (as defined below) and Computershare Trust Company N.A., as trustee.

The Company will pay 4.750 % interest per annum on the principal amount of the Notes, payable semi-annually on January 15 and July 15 of each year. Interest on the Notes will accrue from September 10, 2025, and the first interest payment date for the Notes will be January 15, 2026. The Notes will mature on January 15, 2034, unless they are earlier redeemed or repurchased in accordance with the terms set forth in the Indenture.

The Notes are jointly and severally guaranteed on an unsecured senior basis by the Company’s direct and indirect United States subsidiaries that represent the substantial majority of its United States operations (the “Subsidiary Guarantors”). The Notes and the guarantees will be the Company’s and the Subsidiary Guarantors’ general unsecured senior obligations, will be pari passu in right of payment with all of the Company’s and the Subsidiary Guarantors’ existing and future senior debt and will rank senior in right of payment to all of the Company’s and the Subsidiary Guarantors’ existing and future subordinated debt. The Notes and the guarantees are effectively subordinated to the Company’s and the Subsidiary Guarantors’ secured indebtedness, to the extent of the value of the collateral securing such indebtedness, and structurally subordinated to all liabilities of the Company’s subsidiaries that do not guarantee the Notes.

Prior to September 10, 2028, the Company may, at its option, redeem all or a portion of the Notes at the applicable make-whole price set forth in the Indenture. Prior to September 10, 2028, the Company may, at its option, redeem up to 40% in aggregate principal amount of the Notes with an amount not greater than the net proceeds of certain equity offerings at the redemption price set forth in the Indenture so long as at least 50% of the aggregate principal amount of the Notes (originally issued) remains outstanding immediately afterwards. The Company has the option to redeem all or a portion of the Notes at any time on or after September 10, 2028 at the redemption prices set forth in the Indenture. Upon the sale of certain assets or upon certain changes of control, the Company or a Restricted Subsidiary (as defined in the Indenture), as applicable, may be required to offer to repurchase the Notes under the terms set forth in the Indenture.

The Company will, subject to certain exceptions and limitations set forth in the Indenture, pay as additional interest on the Notes such additional amounts as are necessary to ensure that the net amount received by a holder who is not a United States person, after withholding or deduction for U.S. Taxes (as defined in the Indenture), will be equal to the amount such person would have received in the absence of such withholding or deduction.

The Notes are subject to redemption in whole at 100% of their principal amount, plus accrued and unpaid interest, if any, to, but excluding the redemption date at the option of the Company if at any time certain changes affecting taxation in the United States occur and cause or would cause the Company to become obligated to pay additional amounts with respect to the Notes.

The Indenture provides for customary “events of default” which could cause, or permit, the acceleration of the Notes and which are similar to those applicable to the Company’s currently outstanding senior notes. The Indenture contains certain restrictive covenants, including covenants that restrict the Company’s ability to incur indebtedness, pay dividends or make other restricted payments, sell assets, create or permit liens, guarantee indebtedness, make acquisitions or other investments and take certain other corporate actions.

This brief description of the Notes is qualified in its entirety by reference to the Indenture, attached hereto as Exhibit 4.1, which is incorporated herein by reference.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

    

The information included in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

Item 9.01. Financial Statements and Exhibits.

    

(d)  Exhibits

4.1			Senior Indenture, dated as of September 10, 2025, among the Company, the Subsidiary Guarantors and Computershare Trust Company, N.A., as trustee, relating to the 4.750% Senior Notes due 2034. (Filed herewith)
104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

IRON MOUNTAIN INCORPORATED
By:			/s/ Barry Hytinen
Name:			Barry Hytinen
Title:			Executive Vice President and Chief Financial Officer

Date: June 20, 2025

FAQ

What are the key terms of Iron Mountain's 2025 notes (IRM)?

The Notes carry a 4.750% annual coupon, accrue from September 10, 2025, pay interest semi-annually on January 15 and July 15, and mature on January 15, 2034.

Who guaranteed the notes issued by Iron Mountain?

The Notes are jointly and severally guaranteed on an unsecured senior basis by the company’s direct and indirect U.S. subsidiaries that represent the substantial majority of its U.S. operations.

Were the notes registered for public resale?

No. The Notes were offered only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S; they are not registered under the Securities Act.

Can Iron Mountain redeem the notes before maturity?

Yes. Prior to September 10, 2028 the company may redeem at a make-whole price and may redeem up to 40% with certain equity offering proceeds; on or after September 10, 2028 the Notes are redeemable at specified redemption prices in the Indenture.

Are holders protected against U.S. tax withholding?

The Company will, subject to exceptions in the Indenture, pay additional amounts so non-U.S. holders receive the net amount they would have received absent U.S. tax withholding.