Lineage, Inc.LINE
Lineage, Inc. Stock Compensation Disclosure
Stock-based compensation
Amended and Restated Lineage 2024 Incentive Award Plan
The Lineage 2024 Incentive Award Plan (“Pre-IPO Incentive Award Plan”) was adopted by the Company in April 2024. In July 2024, the 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”). The Pre-IPO Incentive Award Plan provided for the same types of awards as the 2024 Plan.
The maximum number of shares of common stock which could be issued under the Pre-IPO Incentive Award Plan was 1,000,000, which increased to 12,500,000 under the 2024 Plan. The maximum amount of shares that may be issued under the 2024 Plan is subject to an annual increase on the first day of each calendar year beginning January 1, 2025 and ending on and including January 1, 2034. The annual increase is equal to 1% of the sum of (i) the aggregate outstanding number of shares of Lineage, Inc. common stock, (ii) the aggregate number of partnership common units (other than partnership common units that are held by the Company and other than any partnership common units resulting from the conversion of LTIP Units), (iii) the aggregate number of OPEUs, and (iv) the aggregate number of Legacy OP Units, in each case, outstanding on the last day of the immediately preceding calendar year, or any smaller number of shares as determined by the Board. Each LTIP Unit counts as one share of common stock for the purpose of calculating the aggregate number of shares of common stock available for issuance under the 2024 Plan.
The following table summarizes certain information regarding the terms of the Company’s awards:
| Instrument | Award Type | Fair Value Determination | Vesting | Expense Recognition (1) | Expense Measurement | |||||||||||||||||||||||||||
| Time-Based RSU, Time-Based LTIP | Service condition | Closing stock price on date of grant (2) | Ratably; 1 - 3 years | Straight-line | Fair value at grant date | |||||||||||||||||||||||||||
| Performance-Based RSU, Performance-Based LTIP | Performance condition (3) | Closing stock price on date of grant | Cliff; 1 - 3 years | Straight-line; Adjusted based on probability of achieving performance targets | Evaluated quarterly; Ranges 0-200% of grant date fair value depending on performance | |||||||||||||||||||||||||||
| Performance-Based RSU, Performance-Based LTIP | Market condition (4) | Monte Carlo | Cliff; 3 years | Straight-line; Recognized even if condition is not met | Fair value at grant date | |||||||||||||||||||||||||||
| (1) Expense is reversed if award is forfeited prior to vesting. | ||||||||||||||||||||||||||||||||
| (2) Time-based awards under the Pre-IPO Incentive Award Plan were measured at grant date fair value based on the price of units issued to third-party investors in arms’ length transactions in connection with BGLH and Operating Partnership capital raising activities. | ||||||||||||||||||||||||||||||||
| (3) Performance condition consists of achievement of Adjusted Funds from Operations per Share (“AFFO per share”) and Same Warehouse NOI Growth (“SS NOI Growth”) metrics, weighed 60% and 40%, respectively. Certain awards issued in 2025 consist of performance conditions associated with Corporate EBITDA, Business Unit EBITDA, and Regional Revenues. | ||||||||||||||||||||||||||||||||
| (4) Market condition consists of achievement of total shareholder return of Lineage, Inc. common stock (“TSR”) relative to MSCI US REIT Index for 2025 awards and S&P 500 for 2024 awards. | ||||||||||||||||||||||||||||||||
Certain Plan participants were granted awards of RSUs covering shares of the Company’s common stock or interests in the Operating Partnership in the form of LTIP Units. 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 benefit of the Company and Operating Partnership. Further description of LTIP Units is available in Note 2, Capital structure and noncontrolling interests. Stock-based compensation in the form of LTIP Units is recorded in Noncontrolling interests in the consolidated statements of redeemable noncontrolling interests and equity.
Certain RSUs and LTIP Units contain only a service vesting condition (“time-based”) and certain RSUs and LTIP Units contain vesting conditions based on service, Company performance, and market performance (“performance-based”).
During their vesting period, time-based LTIP Units have full distribution rights to receive any distributions declared by the Operating Partnership in cash. During the performance period, holders of performance-based LTIP Units are entitled to receive 10% of all distributions declared by the Operating Partnership in cash. Performance-based LTIP Units are granted in tandem with certain distribution equivalent units which, to the extent that the applicable performance conditions are satisfied, will vest in an amount having a value equal to the excess of all distribution payments that would have been made by the Operating Partnership on such units during the performance period over the amount received in cash, adjusted by the rate of return on shares of Lineage, Inc. common stock as if the distribution payments were invested in Lineage, Inc. common stock between the distribution date and the completion of the performance period.
Certain time-based RSUs and LTIP Units were granted as replacements for unvested Management Profits Interests Class C units, and the stock-based compensation expense associated with these replacement awards includes the unrecognized stock-based compensation expense associated with the replaced awards.
Subject to the recipient’s continued status as a service provider throughout the performance period, performance-based RSUs and LTIP Units typically vest based on the Company’s performance during an approximately three-year performance period, commencing on January 1st of the grant year (or the date of the IPO for the Relative TSR metric
discussed below) and ending on December 31st of the third year (or, if earlier, the date on which a change in control of the Company occurs, if applicable).
All earned performance-based RSUs and LTIP Units will vest in full upon completion of the performance period, with the number of vested performance-based RSUs and LTIPs to be determined by the Plan Administrator within 60 days of the completion of the performance period. Recipients of performance-based RSUs and LTIP Units who do not remain a service provider for the full performance period but incur a qualifying termination, as defined in the respective agreement, will be eligible to vest in a number of performance-based RSUs and LTIP Units based on the proportion of the performance period for which they remained an active service provider.
The Company measures performance-based RSUs and LTIP Units that contain a TSR component at grant date fair value utilizing a Monte Carlo simulation to estimate the probability of the market vesting condition being satisfied. The Company’s achievement of the market vesting condition is contingent on its Relative TSR over the performance period. For each simulated path, the TSR is calculated at the end of the performance period and determines the vesting percentage based on achievement of the performance target. The fair value of the performance-based RSUs and LTIP Units is the average discounted payout across all simulation paths.
The key assumptions used to estimate the fair values of performance-based awards were as follows:
| Year Ended December 31, | ||||||||||||||
| Assumption | 2025 | 2024 | ||||||||||||
| Expected volatility | 32.0 | % | 30.5 | % | ||||||||||
| Risk-free interest rate | 3.8 | % | 3.9 | % | ||||||||||
The Company forecasts the likelihood of achieving the predefined performance condition targets in order to calculate the expected performance-based RSUs and LTIP Units that will become vested. The Company recognizes stock-based compensation expense based on either the forecasted units that will become vested (during the performance period) or the actual units that become vested (at the completion of the performance period).
If the performance conditions are deemed not probable of being achieved, the Company reverses previously recognized stock-based compensation expense in the period the probability determination is made. If the performance conditions are later deemed probable of being achieved, compensation cost will be recognized prospectively over the remaining service period.
The following are details of grants and related expenses recognized during the periods presented.
(a)Restricted stock units
Time-based restricted stock units granted for the year ended December 31, 2024 consisted of the following: a) 1,011,747 units with a grant date fair value of $84 million in connection with replacement awards for certain awards under the Pre-IPO Incentive Award Plan, as noted in the section Legacy Stock-Based Compensation Plans below; b) 284,299 units with a grant date fair value of $24 million in connection with the annual grant primarily with a three-year vesting period issued to eligible employees at or above director level; c) 180,448 units with a grant date fair value of $15 million in connection with Lineage’s IPO with a one-year vesting period for eligible employees under director level; d) 46,085 units with a grant date fair value of $4 million in off-cycle grants with vesting periods ranging between to three years; and e) 8,226 units with a grant date fair value of $1 million in connection with the annual grant for Board members with a one-year vesting period.
Performance-based stock units granted for the year ended December 31, 2024 consisted of the following: 129,856 units with a grant date fair value of $12 million in connection with the annual grant with a three-year vesting period issued to all eligible employees at or above director level.
Time-based restricted stock units granted for the year ended December 31, 2025 consisted of the following: a) 833,775 units with a grant date fair value of $46 million in connection with broad-based awards with a three-year vesting period for all eligible employees under the director level, referred to as Lineage Legacies; b) 525,778 units with a grant date fair
value of $30 million in connection with the annual grant with a three-year vesting period issued to eligible employees at or above director level; c) 276,887 units with a grant date fair value of $13 million in off-cycle grants with vesting periods ranging between to three years; and d) 17,960 units with a grant date fair value of $1 million in connection with the annual grant for Board members with a one-year vesting period.
Performance-based stock units granted for the year ended December 31, 2025 consisted of the following: a) 253,352 units with a grant date fair value of $14 million in connection with the annual grant with a three-year vesting period issued to eligible employees at or above director level; b) 152,467 units with a grant date fair value of $9 million in connection with various grants with a one-year vesting period for executive, corporate, and operations leaders; c) 13,547 units with a grant date fair value of $1 million in off-cycle grants with a three-year vesting period.
During the year ended December 31, 2025, the Company reassessed the probability of achieving certain performance conditions associated with its outstanding performance‑based RSU awards. Based on updated forecasts and year‑to‑date performance results, management determined that it was no longer probable that the performance targets related to SS NOI Growth and AFFO per share for the 2024 grants would be fully achieved by the end of the respective performance period. Accordingly, the Company reversed $3 million of previously recognized stock‑based compensation expense related to these awards.
Similarly, based on the same updated forecasts and performance trends, management concluded that the performance targets for 2025 awards tied to Corporate EBITDA, Business Unit EBITDA, and Regional Revenues were also no longer probable of achievement for the performance period ending December 31, 2025. The Company currently estimates that approximately $5 million of the awards’ original $9 million grant‑date fair value will vest, pending final review and approval by the Plan Administrator.
The following represents a summary of these RSUs:
| 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, 2023 | — | $ | — | — | $ | — | |||||||||||||||||
| Awards granted | 1,530,805 | 84.88 | 129,856 | 89.85 | |||||||||||||||||||
| Awards vested | (17,517) | 89.45 | — | — | |||||||||||||||||||
| Awards forfeited | (51,499) | 86.15 | (1,910) | 89.85 | |||||||||||||||||||
| Unvested as of December 31, 2024 | 1,461,789 | 84.78 | 127,946 | 89.85 | |||||||||||||||||||
| Awards granted | 1,654,400 | 53.95 | 419,366 | 57.33 | |||||||||||||||||||
| Awards vested | (667,135) | 84.54 | — | — | |||||||||||||||||||
| Awards forfeited | (317,048) | 69.19 | (26,572) | 79.89 | |||||||||||||||||||
| Unvested as of December 31, 2025 | 2,132,006 | $ | 63.25 | 520,740 | $ | 64.17 | |||||||||||||||||
As of December 31, 2025, there was $90 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 1.4 years.
As of December 31, 2025, there was $12 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 1.9 years.
(b)LTIP Units
Time-based LTIP units granted for the year ended December 31, 2024 consisted of the following: a) 720,041 units with a grant date fair value of $66 million in connection with replacement awards for certain awards under the Pre-IPO Incentive Award Plan, as noted in the section Legacy Stock-Based Compensation Plans below; b) 498,691 units with a grant date fair value of $41 million in connection with the annual grant with a three-year vesting period issued to eligible employees at or above director level.
Performance-based LTIP units granted for the year ended December 31, 2024 consisted of the following: 1,776,421 units with a grant date fair value of $160 million in connection with the annual grant with a three-year vesting period issued to the executive leadership team.
Time-based LTIP units granted for the year ended December 31, 2025 consisted of the following: a) 132,359 units with a grant date fair value of $7 million in connection with the annual grant with a three-year vesting period issued to eligible executives; b) 73,930 units with a grant date fair value of $3 million in off-cycle grants with vesting periods ranging between to three years.
Performance-based LTIP units granted for the year ended December 31, 2025 consisted of the following: 466,557 units with a grant date fair value of $28 million in connection with the annual grant with a three-year vesting period issued to eligible employees at or above director level.
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 the applicable performance targets for SS NOI Growth and Adjusted Funds from Operations per Share will be fully achieved by the end of the performance period for awards granted in 2024. As a result, during the year ended December 31, 2025, the Company reversed previously recognized stock-based compensation expense of $19 million related to these awards.
The following represents a summary of these LTIP Units:
| 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, 2023 | — | $ | — | — | $ | — | |||||||||||||||||
| Awards granted | 1,218,732 | 87.86 | 1,776,421 | 89.85 | |||||||||||||||||||
| Awards vested | — | — | — | — | |||||||||||||||||||
| Awards forfeited | — | — | — | — | |||||||||||||||||||
| Unvested as of December 31, 2024 | 1,218,732 | 87.86 | 1,776,421 | 89.85 | |||||||||||||||||||
| Awards granted | 206,289 | 50.03 | 466,557 | 59.50 | |||||||||||||||||||
| Awards vested | (406,238) | 87.86 | — | — | |||||||||||||||||||
| Awards forfeited | — | — | — | — | |||||||||||||||||||
| Unvested as of December 31, 2025 | 1,018,783 | $ | 80.20 | 2,242,978 | $ | 83.54 | |||||||||||||||||
As of December 31, 2025, there was $52 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 1.1 years.
As of December 31, 2025, there was $20 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 1.5 years.
(c)Stock payment awards
Certain Plan participants have been granted interests in the Company in the form of stock payment awards. Stock payment awards are fully vested shares of Lineage, Inc. common stock issued to Plan participants in exchange for services provided to the Company, or in settlement of other Company liabilities.
The Company measures these stock payment awards at grant date fair value based on the closing market price of shares of Lineage, Inc. common stock. The Company recognizes stock-based compensation expense for stock payment awards as incurred. During the year ended December 31, 2024, 1,516,314 shares of Lineage, Inc. common stock were issued pursuant to stock payment awards under the 2024 Plan.
During the year ended December 31, 2024, the Company also issued stock payment awards totaling $15 million in settlement of awards that vested at IPO under the 2015 LVCP and 2021 LVCP, as described below.
Legacy Stock-Based Compensation Plans
The Legacy Stock-Based Compensation Plans were authorized prior to the Pre-IPO Incentive Award Plan. The Legacy Stock-Based Compensation Plans include BGLH Restricted Class B Units, Management Profits Interests Class C units, and LLH Value Creation Unit Plan units.
(d)BGLH Restricted Class B Units
Prior to the IPO, certain members of management and certain non-employee directors were granted interests in BGLH in the form of restricted Class B Units (“BGLH Restricted Units”). The Company fair valued these BGLH Restricted Units as of the grant date based on the price of substantially similar units issued to third-party investors in arms’ length transactions in connection with other BGLH capital raising activities. The Company recognized stock‑based compensation expense over the vesting term. In connection with the IPO and Formation Transactions, vesting for all outstanding unvested BGLH Restricted Units was accelerated and all previously unrecognized stock-based compensation expense was recognized at that time.
The following represents a summary of these units:
| Units | Weighted average grant date fair value per unit | ||||||||||
| Unvested as of December 31, 2022 | 106,238 | $ | 79.07 | ||||||||
| Awards granted | 212,110 | 90.05 | |||||||||
| Awards vested | (167,148) | 83.76 | |||||||||
| Unvested as of December 31, 2023 | 151,200 | 89.29 | |||||||||
| Awards granted | 31,088 | 96.50 | |||||||||
| Awards vested | (182,288) | 90.52 | |||||||||
| Unvested as of December 31, 2024 | — | $ | — | ||||||||
(e)Management Profits Interests Class C units
LLH MGMT and LLH MGMT II interests were issued to certain members of management in the form of Management Profits Interests Class C units. These profits interests generally vested over a to five year time period, with the number of units vested based partially on meeting certain financial targets of the Company or individual performance metrics. In connection with the IPO and Formation Transactions, all outstanding unvested Management Profits Interests Class C units were cancelled and replaced with time-based RSUs or time-based LTIP Units. All unrecognized stock-based compensation expense for the unvested Management Profits Interests Class C units is recognized over the vesting term of the replacement awards, plus the incremental fair value of the replacement award.
The Company fair valued these interests as of the grant date using the Black-Scholes model which was adjusted for the restriction period through a possible liquidity event. The key inputs in the valuation included a volatility factor (which ranged from 32% to 62%) and a risk free rate (which ranged from 0.23% to 4.97%), with vesting terms of 0.75 years to 2.5 years as time to maturity in the model. The Company recognized stock-based compensation expense over the vesting term.
The following represents a summary of these units:
| Units | Weighted average grant date fair value per unit | ||||||||||
| Unvested as of December 31, 2022 | 6,628,513 | $ | 2.10 | ||||||||
| Awards granted | 3,164,021 | 3.58 | |||||||||
| Awards vested | (2,823,268) | 3.26 | |||||||||
| Awards forfeited | (274,143) | 2.13 | |||||||||
| Unvested as of December 31, 2023 | 6,695,123 | 2.31 | |||||||||
| Awards granted | 1,487,235 | 2.93 | |||||||||
| Awards vested | (3,094,024) | 1.78 | |||||||||
| Awards forfeited | (147,976) | 2.69 | |||||||||
| Awards cancelled and replaced | (4,940,358) | 2.82 | |||||||||
| Unvested as of December 31, 2024 | — | $ | — | ||||||||
(f)LLH Value Creation Unit Plan units
Certain employees were granted notional units under the LLH Value Creation Unit Plan (the “2015 LVCP”) in the form of appreciation rights that vested over a period of four years and upon the occurrence of a liquidity event. This plan covered awards from 2015 to 2020. A new LLH Value Creation Unit Plan was established in 2021 (the “2021 LVCP”) that generally provided for the grant of similar appreciation rights that were eligible to vest without the occurrence of a liquidity event if the Company achieved the target value as specified in the award agreements. Prior to the completion of the IPO, the Company considered the achievement of the vesting requirements for outstanding awards under the 2015 LVCP and 2021 LVCP to be improbable, and as such, no compensation expense was recorded. Upon the completion of the IPO during the year ended December 31, 2024, certain outstanding awards under the 2015 LVCP and 2021 LVCP vested and the Company recognized compensation expense and a corresponding liability of $26 million. This liability was settled during the year ended December 31, 2024 by paying cash to certain holders of vested awards totaling $11 million and issuing stock payment awards to satisfy the Company’s remaining obligation, as described above.
Certain outstanding awards under the 2015 LVCP and 2021 LVCP that, at the IPO, were not vested or did not have value to the holders of the awards were cancelled and replaced with time-based RSUs. No awards under the 2015 LVCP or 2021 LVCP remained outstanding as of December 31, 2025 and 2024.
Stock-Based Compensation Expense
The following table summarizes the Company’s stock-based compensation expense by line item in the consolidated statements of operations and comprehensive income (loss):
| Year Ended December 31, | |||||||||||||||||
| (in millions) | 2025 | 2024 | 2023 | ||||||||||||||
| Cost of operations | $ | 13 | $ | 3 | $ | — | |||||||||||
| General and administrative expense | 107 | 78 | 26 | ||||||||||||||
| Acquisition, transaction, and other expense | 6 | 134 | — | ||||||||||||||
| Total stock-based compensation expense | $ | 126 | $ | 215 | $ | 26 | |||||||||||
The following table summarizes the Company’s stock-based compensation expense by award type:
| Year Ended December 31, | |||||||||||||||||
| (in millions) | 2025 | 2024 | 2023 | ||||||||||||||
| Restricted Stock Units: | |||||||||||||||||
| Time-based | $ | 69 | $ | 34 | $ | — | |||||||||||
| Performance-based | 9 | 2 | — | ||||||||||||||
| LTIP Units: | |||||||||||||||||
| Time-based | 43 | 23 | — | ||||||||||||||
| Performance-based | 5 | 12 | — | ||||||||||||||
| Stock payment awards | — | 114 | — | ||||||||||||||
| BGLH Restricted Class B units | — | 11 | 15 | ||||||||||||||
| Management Profits Interests Class C units | — | 4 | 11 | ||||||||||||||
| LLH Value Creation Unit Plan units settled through stock payment awards | — | 15 | — | ||||||||||||||
| Total stock-based compensation expense | $ | 126 | $ | 215 | $ | 26 | |||||||||||
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.