In July 2024, the Company’s pre-IPO Incentive Award Plan was amended and restated, creating the Amended and Restated Lineage 2024 Incentive Award Plan (the “2024 Plan”). The 2024 Plan is administered by certain committees of the Board (the “Plan Administrator”) and provides for the award of RSUs, performance share awards, LTIP Units, stock options, stock appreciation rights, restricted stock, stock payments, dividend equivalents, and other incentive awards, each as defined in the 2024 Plan, to eligible employees, consultants, and members of the Board (collectively, “Plan participants”).

Certain Plan participants were granted awards of RSUs covering shares of the Company’s common stock. Certain RSUs contain only a service vesting condition (“time-based RSUs”) and certain RSUs contain vesting conditions based on service, Company performance, and market performance (“performance-based RSUs”).

On March 18, 2025, the Company granted new performance-based RSUs that will vest upon completion of the 2025 performance year based on the achievement of certain Earnings before interest, taxes, depreciation, and amortization (“EBITDA”) metrics, subject to continued service. The fair value of these awards granted was estimated to be equivalent to the close price of the Company’s stock on the grant date. The related stock-based compensation expense is based on the forecasted likelihood of achievement of the performance metrics (during the performance period) or the actual achievement of the performance metrics (at the completion of the performance period).

During the three months ended June 30, 2025, the Company granted employees stock-based compensation consisting of 1,467,453 RSUs with an approximate $81 million of expense to be recognized over the vesting term and 253,352 Performance-based RSUs with an approximate $14 million of expense to be recognized over the vesting term. These grants will generally vest over 3 years.

During the three months ended June 30, 2025, the Company reevaluated the likelihood of achieving certain performance conditions associated with outstanding performance-based RSU awards. Based on updated forecasts and performance results to date, management concluded that it is no longer probable that the applicable performance targets for Same Warehouse NOI Growth (“SS NOI Growth”) will be achieved by the end of the performance period for awards granted in 2024. As a result, during the three months ended June 30, 2025, the Company reversed previously recognized stock-based compensation expense of $1 million related to these awards.

If the performance conditions are later deemed probable of being achieved, compensation cost will be recognized prospectively over the remaining service period.


	Time-based RSUs	Weighted average grant date fair value per unit		Performance-based RSUs	Weighted average grant date fair value per unit
Unvested as of December 31, 2024	1,461,789	$	84.78	127,946	$	89.85
Awards granted	1,467,453	56.21		405,819	58.01
Awards vested	(506,864)	84.46		—	—
Awards forfeited	(171,596)	76.00		(5,649)	89.85
Unvested as of June 30, 2025	2,250,782	$	66.89	528,116	$	65.38

As of June 30, 2025, there was $125 million of unrecognized stock-based compensation expense related to unvested time-based RSUs that is expected to be recognized over a weighted-average period of 2.0 years.

As of June 30, 2025, there was $23 million of unrecognized stock-based compensation expense related to unvested performance-based RSUs that is expected to be recognized over a weighted-average period of 2.0 years.

LTIP Units are a class of partnership interests in the Operating Partnership which may be issued to eligible Plan participants for the performance of services to or for the benefit of the Company and Operating Partnership. Certain LTIP Units contain only a service vesting condition (“time-based LTIP Units”) and certain LTIP Units contain vesting conditions based on service, Company performance, and market performance (“performance-based LTIP Units”).

In April 2025, the Company granted employees stock-based compensation consisting 132,359 time-based LTIP Units with an approximate $7 million of expense to be recognized over the vesting term, and 466,557 performance-based LTIP

Units with an approximate $13 million of expense to be recognized over the vesting term. These grants will generally vest over 3 years.

Consistent with the performance-based RSUs, the Company reevaluated the likelihood of achieving certain performance conditions associated with outstanding performance-based LTIP awards and concluded that it is no longer probable that the applicable performance targets for SS NOI Growth will be achieved by the end of the performance period for awards granted in 2024. As a result, during the three months ended June 30, 2025, the Company reversed previously recognized stock-based compensation expense of $8 million related to these awards.


	Time-based LTIP Units	Weighted average grant date fair value per unit		Performance-based LTIP Units	Weighted average grant date fair value per unit
Unvested as of December 31, 2024	1,218,732	$	87.86	1,776,421	$	89.85
Awards granted	149,433	56.21		466,557	59.50
Awards vested	(406,238)	87.86		—	—

Unvested as of June 30, 2025	961,927	$	82.95	2,242,978	$	83.54

As of June 30, 2025, there was $70 million of unrecognized stock-based compensation cost related to unvested time-based LTIP Units that is expected to be recognized over a weighted-average period of 1.4 years.

As of June 30, 2025, there was $37 million of unrecognized stock-based compensation cost related to unvested performance-based LTIP Units that is expected to be recognized over a weighted-average period of 1.7 years.

The following table summarizes the Company’s stock-based compensation expense by line item in the condensed consolidated statements of operations and comprehensive income (loss):


	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2025		2024		2025		2024
Cost of operations	$	4	$	—	$	5	$	—
General and administrative expense	23		6		59		11
Acquisition, transaction, and other expense	2		—		5		—
Total stock-based compensation expense	$	29	$	6	$	69	$	11


	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2025		2024		2025		2024
Restricted Stock Units:
Time-based	$	19	$	1	$	35	$	1
Performance-based	3		—		5		—
LTIP Units:
Time-based	9		—		23		—
Performance-based	(2)		—		6		—

BGLH Restricted Class B units	—		3		—		6
Management Profits Interests Class C units	—		2		—		4

Total stock-based compensation expense	$	29	$	6	$	69	$	11