Lineage (LINE) starts euro senior notes private offering 2025

Lineage, Inc. reported that its indirect subsidiary, Lineage Europe Finco B.V., has begun a private offering of euro-denominated senior notes.

Rhea-AI Filing Summary

Lineage, Inc. reported that its indirect subsidiary, Lineage Europe Finco B.V., has begun a private offering of euro-denominated senior notes. The notes are being offered to qualified institutional buyers under Rule 144A of the Securities Act and to certain non-U.S. persons under Regulation S, meaning the transaction is targeted at professional and international investors rather than the general public. The company attached a press release as Exhibit 99.1 to provide further detail. The disclosure emphasizes that this is not an offer to sell securities in any jurisdiction where such an offer would be unlawful and includes customary forward-looking statement cautions about market conditions, closing conditions, use of proceeds and overall industry risks.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Lineage, Inc. (LINE) announce in this 8-K filing?

Lineage, Inc. disclosed that its indirect subsidiary, Lineage Europe Finco B.V., has commenced a private offering of euro-denominated senior notes to institutional and certain non-U.S. investors.

Who is issuing the euro-denominated senior notes for Lineage, Inc. (LINE)?

The notes are being issued by Lineage Europe Finco B.V., an indirect subsidiary of Lineage, Inc., rather than by the parent company directly.

Is the Lineage, Inc. (LINE) senior notes transaction a public offering?

No. The notes are being offered as a private offering to qualified institutional buyers under Rule 144A and to certain non-U.S. persons under Regulation S of the Securities Act.

Does this Lineage, Inc. (LINE) 8-K constitute an offer to sell securities?

No. The disclosure states that it does not constitute an offer to sell or solicitation of an offer to buy any security in any jurisdiction where such activity would be unlawful.

What risks and uncertainties does Lineage, Inc. (LINE) highlight regarding the notes offering?

The company notes risks related to the timing and consummation of the offering, the intended use of net proceeds, market conditions, satisfaction of customary closing conditions, and broader legislative, regulatory and competitive factors.

Where can investors find more details on Lineage, Inc. (LINE) euro senior notes offering?

Additional information is provided in the press release dated November 19, 2025, which is attached as Exhibit 99.1 to this report and incorporated by reference.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 11/19/2025 - 06:27 AM EST Learn about SEC filing dates

FALSE000186815900018681592025-11-192025-11-19

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

November 19, 2025

Date of Report (date of earliest event reported)

___________________________________

Lineage, Inc.

(Exact name of registrant as specified in its charter)

___________________________________

Maryland (State or other jurisdiction of incorporation or organization)			001-42191 (Commission File Number)			82-1271188 (I.R.S. Employer Identification Number)
46500 Humboldt Drive Novi, Michigan 48377
(Address of principal executive offices and zip code)
(800) 678-7271
(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			Name of each exchange on which registered
Common stock, par value $0.01 per share			LINE			Nasdaq Global Select Market

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 7.01 – Regulation FD Disclosure

On November 19, 2025, Lineage Europe Finco B.V., an indirect subsidiary of Lineage, Inc., announced it has commenced a private offering of euro-denominated senior notes (the “notes”) 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 to certain non-U.S. persons in accordance with Regulation S under the Securities Act. A copy of the press release making this announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any security in any jurisdiction in which such offering, solicitation or sale would be unlawful.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains certain “forward-looking” statements as that term is defined by Section 27A of the Securities Act and Section 21E of the Exchange Act. Statements that are predictive in nature, that depend on or relate to future events or conditions, or that include words such as “estimate,” “anticipate,” “expect,” “believe,” “intend,” “may,” “will,” “could,” “should,” “would,” “seek,” “position,” “support,” “drive,” “enable,” “optimistic,” “target,” “opportunity,” “approximately” or “plan,” or other similar expressions are forward-looking statements. Forward-looking statements involve significant known and unknown risks and uncertainties that may cause the company’s actual results in future periods to differ materially from those projected or contemplated in the forward-looking statements as a result of, but not limited to, the following factors: timing and consummation of the offering of the notes; the intended use of the net proceeds from the offering of the notes; risks and uncertainties related to market conditions and satisfaction of customary closing conditions related to the offering of the notes; and the impact of legislative, regulatory and competitive changes and other risk factors relating to the industries in which we operate, as detailed from time to time in each of our reports filed with the Securities and Exchange Commission. There can be no assurance that the proposed transactions will be consummated on the terms described herein or at all.

The risks included here are not exhaustive, and additional factors could adversely affect our business and financial performance. We discussed a number of additional material risks in our annual report on Form 10-K for the year ended December 31, 2024 and other filings with the Securities and Exchange Commission. Those risks continue to be relevant to our performance and financial condition. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for management to predict all such risk factors, nor can it assess the impact of all such risk factors on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We expressly disclaim any responsibility to update forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01 - Financial Statements and Exhibits

(d): The following exhibits are being filed herewith:

Exhibit No.						Description
99.1						Press Release of Lineage, Inc. dated November 19, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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

Lineage, Inc.
(Registrant)
November 19, 2025						/s/ Abigail Fleming
Date						(Signature)
						Abigail Fleming
						Chief Accounting Officer