v3.26.1
Capital structure and noncontrolling interests
 3 Months Ended
Mar. 31, 2026
Noncontrolling Interest [Abstract]  
Capital structure and noncontrolling interests Capital structure and noncontrolling interests
Lineage, Inc. capital structure
(a)Common Stock
Lineage, Inc. has one class of common stock. Each share of common stock entitles the holder to one vote on matters submitted to a vote of the shareholders. Holders of common stock have the right to receive any dividend declared by the Company.
Lineage, Inc. is authorized to issue up to 500,000,000 common shares with a par value of $0.01 per share. As of March 31, 2026 and December 31, 2025, there were 227,147,768 and 226,967,652 common shares issued and outstanding, respectively. The Company did not repurchase shares of its common stock during the three months ended March 31, 2026 or March 31, 2025.
Operating Partnership capital structure
The Operating Partnership’s capital structure as of March 31, 2026 and December 31, 2025 was as follows:
March 31, 2026December 31, 2025
Partnership common units owned by Lineage, Inc.227,147,768 226,967,652 
Partnership common units owned by Non-Company LPs582,745 698,915 
Legacy Class A OP Units and Legacy Class B OP Units owned by Non-Company LPs21,029,599 21,029,599 
LTIP Units held by Non-Company LPs (1)
3,667,999 3,667,999 
Total252,428,111 252,364,165 
(1) Includes 414,775 and 406,238 units, respectively, granted under the Amended and Restated Lineage 2024 Incentive Award Plan, which have vested but have not yet been converted into partnership common units.
Noncontrolling interest in the Operating Partnership relates to the interest in the Operating Partnership owned by investors other than Lineage, Inc. The Company accounts for the partnership common units, Legacy Class A OP Units, Legacy Class B OP Units (the Legacy Class A OP Units and Legacy Class B OP Units, together the “Legacy OP Units”), and LTIP Units based on their relative ownership percentage of the Operating Partnership. Each time the ownership percentage of the Operating Partnership held by investors in Lineage OP other than Lineage, Inc. (“Non-Company LPs”) and BG Cold, LLC (“BG Cold”) changes, the Company records an adjustment to Noncontrolling interests with a corresponding adjustment in Additional paid-in capital - common stock to appropriately reflect the new ownership percentage and to reflect the Non-Company LPs’ and BG Cold’s share of all capital contributed to the Operating Partnership. All activity related to these interests is included within Noncontrolling interests in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity.
(b)Noncontrolling Interest in Operating Partnership - Partnership Common Units
Partnership common units include all Operating Partnership capital interests not designated as another class of units in the Operating Partnership’s Agreement of Limited Partnership. Lineage, Inc. holds all partnership common units with the exception of those held by Non-Company LPs. Partnership common units held by Non-Company LPs represent a noncontrolling interest in the Operating Partnership and are included in Noncontrolling interests in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity.
During the three months ended March 31, 2026, 116,170 partnership common units held by Non-Company LPs were exchanged for an equivalent number of shares of Lineage, Inc. common stock. No such units were exchanged during the three months ended March 31, 2025.
(c)Noncontrolling Interest in Operating Partnership - Legacy Class A OP Units, Legacy Class B OP Units
Prior to the Company’s initial public offering (“IPO”) in 2024, Non-Company LPs held certain Class A and Class B units in the Operating Partnership. These units were reclassified into Legacy OP Units as part of certain changes the Company effectuated in its capital structure in connection with the IPO.
Legacy OP Units are generally not redeemable for cash or other consideration but can be reclassified into an equal number of partnership common units at any time at the discretion of BG Lineage Holdings LHR, LLC, which serves as the representative of all Legacy OP Units. No Legacy OP Units were reclassified into partnership common units during the three months ended March 31, 2026 or March 31, 2025.
(d)Noncontrolling Interest in Operating Partnership - LTIP Units
The Company grants interests in the Operating Partnership to certain members of management in the form of LTIP Units. LTIP Units are a form of voting interest in the Operating Partnership which may be subject to vesting requirements. Both vested and unvested LTIP Units are accounted for as Noncontrolling interests in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity.
(e)Redeemable Noncontrolling Interests - Operating Partnership Units
Certain Operating Partnership units held by Non-Company LPs were redeemable at the greater of a fixed redemption amount or fair value if certain liquidation events did not occur. As of December 31, 2025, all such units have been redeemed. During each reporting period that the units were outstanding, the Company accreted the changes in the redemption value of the redeemable noncontrolling interest over the period of issuance to the earliest redemption date and recorded an adjustment if the accreted redemption value was greater than the ASC 810 carrying value. The Company’s adjustments were recorded to Additional paid-in capital - common stock in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity because the Company was in an accumulated deficit position. These adjustments to equity are not a component of net income (loss), however, they are accounted for in the Company’s calculations of earnings (loss) per share (“EPS”) as disclosed in Note 17, Earnings (loss) per share.
In connection with the acquisition of MTC Logistics Holdings, LLC and certain real property (together with its subsidiaries, “MTC Logistics”) in 2022, the Company issued 319,006 Class A Units of the Operating Partnership with special redemption rights to the sellers of MTC Logistics. In connection with the IPO, the units were reclassified into Legacy Class A-4 OP units with similar redemption rights. These redemption rights, which had to be exercised between March 1, 2025 and April 15, 2025, allowed such holders of Legacy Class A-4 OP units to (1) redeem any or all of the Legacy Class A-4 OP units at a guaranteed floor or (2) receive a one-time top-up paid in cash or through the issuance of new Legacy Class A-4 OP units (or any combination of cash and units) in the amount by which the guaranteed minimum value exceeds the fair market value of the Legacy Class A-4 OP units (after adjusting for prior distributions on the Legacy Class A-4 OP units).
The Legacy Class A-4 OP units held by the sellers of MTC Logistics were accounted for as Redeemable noncontrolling interests in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity due to the put right held by the sellers.
In April 2025, the holder of these units exercised its redemption rights for 219,006 units in exchange for total cash proceeds of $23 million and waived its redemption rights for the remaining 100,000 units, with a one-time top-up of $5 million paid in cash in relation to these remaining units.
LLH Capital Structure
The Operating Partnership owns substantially all outstanding equity interests of LLH except for those held by BG Maverick. The equity interests held by BG Maverick are accounted for as Noncontrolling interests in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity.
(f)OPEUs
Operating Partnership Equivalent Units (“OPEUs”) are a voting capital interest in LLH which are similar in all material respects to the common units of LLH held by the Operating Partnership. At any time beginning after July 24, 2026, any holder of OPEUs may require that the Operating Partnership exchange the OPEUs for partnership common units on a one-for-one basis. OPEUs are recorded as Noncontrolling interests in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity based on their relative ownership in LLH.
There were 1,461,148 OPEUs outstanding, which represents 0.6% ownership in LLH, as of both March 31, 2026 and December 31, 2025.
Other Noncontrolling interests
Certain subsidiaries of LLH have also issued equity interests to third parties. All of these equity interests are accounted for as Noncontrolling interests in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity.
(g)Noncontrolling Interests in Other Consolidated Subsidiaries
Noncontrolling interests in Other Consolidated Subsidiaries include entities other than the Operating Partnership in which the Company has a controlling interest but which are not wholly owned by the Company.
Noncontrolling interests in Other Consolidated Subsidiaries also include Series A Preferred shares issued by each of the Company’s REIT subsidiaries to third-party investors. The Company’s REIT subsidiaries had an aggregate amount of 373 Series A Preferred shares held by third parties outstanding as of both March 31, 2026 and December 31, 2025.
(h)Convertible Redeemable Noncontrolling Interests - Kloosterboer Preference Shares
In 2021, the Company issued non-voting preferred equity instruments (“Preference Shares”) to the seller (the “Co-Investor”) in connection with the Company’s acquisition of Kloosterboer Group B.V. and its subsidiaries (“Kloosterboer”). As of both March 31, 2026 and December 31, 2025, there were 2,214,553 Preference Shares outstanding. Upon completion of the IPO, the Preference Shares were reclassified in the condensed consolidated balance sheets from Redeemable noncontrolling interests to a liability based on the fair value of the instrument at the time of reclassification. Subsequent to the reclassification, the liability is being accreted up to the October 1, 2026 redemption value using an effective interest method. Its carrying value was $291 million and $294 million as of March 31, 2026 and December 31, 2025, respectively, and is recorded in Accounts payable and accrued liabilities in the condensed consolidated balance sheets.
(i)Redeemable Noncontrolling Interests - Operating Subsidiaries
In August 2023, the Company acquired a 75.0% ownership in Ha Noi Steel Pipe Joint Stock Company (“SK Logistics”). On each of September 30, 2025 and September 30, 2026, the noncontrolling shareholders had the right to sell the remaining 25.0% of SK Logistics to the Company, as such, this noncontrolling interest was classified as redeemable in the Company’s condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity.
In March 2026, the Company purchased the noncontrolling shareholders’ shares in SK Logistics for $2 million. As a result, Redeemable noncontrolling interests of $7 million was derecognized in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity. The $5 million difference between the consideration paid and the carrying value was recorded as an adjustment to Additional paid-in capital - common stock.
Until the redemption, the Company accreted the changes in the redemption value of the redeemable noncontrolling interests over the period of issuance to the earliest redemption date and, if necessary, recorded an adjustment to the redeemable noncontrolling interests. The Company’s adjustments were recorded to Additional paid-in capital - common stock in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity. In accordance with ASC 810, the value was adjusted to reflect the lower of the redemption value or the ASC 810 value, which represents the floor. During the three months ended March 31, 2025, previously recorded accretion of $4 million was reversed to reflect a decline in redemption value to its ASC 810 value.
Below is a summary of all activity for the Company’s redeemable noncontrolling interests, which are discussed in further detail above.
(in millions)Redeemable Noncontrolling Interests - Operating Partnership UnitsRedeemable Noncontrolling Interest - Operating SubsidiariesTotal Redeemable Noncontrolling Interests
Balance as of December 31, 2024$32 $11 $43 
Redeemable noncontrolling interest redemption value adjustment2 (4)(2)
Balance as of March 31, 2025$34 $7 $41 
(in millions)Redeemable Noncontrolling Interest - Operating SubsidiariesTotal Redeemable Noncontrolling Interests
Balance as of December 31, 2025$7 $7 
Redemption of redeemable noncontrolling interests(7)(7)
Balance as of March 31, 2026$— $— 
Below is a summary of all activity for the Company’s noncontrolling interests, which are discussed in further detail above.
(in millions)Operating Partnership UnitsNoncontrolling Interests in Other Consolidated SubsidiariesNoncontrolling Interest in Other Consolidated Subsidiaries - OPEUTotal Noncontrolling Interests
Balance as of December 31, 2024$944 $14 $55 $1,013 
Distributions ($0.53 per OP Unit and OPEU)
(13)— (1)(14)
Stock-based compensation21 — — 21 
Other comprehensive income (loss)5 — — 5 
Reallocation of noncontrolling interests(6)— — (6)
Balance as of March 31, 2025$951 $14 $54 $1,019 
(in millions)Operating Partnership UnitsNoncontrolling Interests in Other Consolidated SubsidiariesNoncontrolling Interest in Other Consolidated Subsidiaries - OPEUTotal Noncontrolling Interests
Balance as of December 31, 2025$925 $12 $53 $990 
Distributions ($0.53 per OP Unit and OPEU)
(12)— (1)(13)
Stock-based compensation13 — — 13 
Other comprehensive income (loss)(3)— — (3)
Net income (loss)(5)— — (5)
Reallocation of noncontrolling interests(10)— — (10)
OP Units reclassification(5)— — (5)
Balance as of March 31, 2026$903 $12 $52 $967 
In the tables above, Operating Partnership units include Partnership common units held by Non-Company LPs, Legacy OP Units held by Non-Company LPs, and LTIP Units held by Non-Company LPs.