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Current Report · Items 5.02, 7.01, 9.01 · 8-K

AMERICOLD REALTY TRUST

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD Disclosure

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Chief Financial Officer Transition On January 26, 2026, Americold Realty Trust, Inc.…

Filed Jan 26, 2026Accepted Jan 26, 2026, 4:15 PM ESTCIK 1455863Accession 0001193125-26-022600
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Company context

Americold (NYSE: COLD) is a global leader in temperature-controlled logistics and real estate, with a more than 120-year legacy of innovation and reliability. With more than 220 facilities across North America, Europe, Asia-Pacific, and South America - totaling approximately 1.4 billion refrigerated cubic feet - Americold ensures the safe, efficient movement of refrigerated products worldwide. Our facilities are an integral part of the global food supply chain, connecting producers, processors, distributors, and retailers with tailored, value-added services supported by responsive and reliable supply chains. Leveraging deep industry expertise, smart technology, and sustainable practices, Americold delivers world-class service that creates lasting value for our customers and the communities we serve. Visit www.americold.com to learn more.

Current securities

Recent company filings

  1. Regulation FD DisclosureSep 9, 2026
  2. Entry into a Material Definitive Agreement · Completion of Acquisition or Disposition of Assets · Regulation FD DisclosureAug 31, 2026
  3. 8-K filingAug 31, 2026
  4. SCHEDULE 13G/A filingAug 14, 2026
  5. Other EventsAug 6, 2026

Disclosure sections

Items 5.02, 7.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Chief Financial Officer Transition On January 26, 2026, Americold Realty Trust, Inc. (the “Company”) announced that the Board of Directors (the “Board”) of the Company appointed Christopher Papa as the Company’s next Executive Vice President and Chief Financial Officer, effective February 23, 2026. Mr. Papa, age 60, served as Executive Vice President and Chief Financial Officer of CenterPoint Properties, from August 2020 to January 2026, where he led financial operations, reporting, information technology, and human resources. Mr. Papa also serves on the Board of Directors of Veris Residential, Inc. From June 2016 to February 2020, Mr. Papa served as Executive Vice President & Chief Financial Officer of Liberty Property Trust. From December 2003 to May 2016, Mr. Papa served as Executive Vice President & Chief Financial Officer of Post Properties, Inc. Earlier in his career, he spent 15 years in public accounting with BDO Seidman LLP and Arthur Andersen LLP, advising multifamily and commercial real estate clients on audit, tax, and complex transactions including mergers, acquisitions, and public offerings. Mr. Papa is a Certified Public Accountant and received his Bachelor of Science in Accounting from Clemson University. In connection with his appointment, Mr. Papa accepted an offer letter dated January 7, 2026 (the “Offer Letter”) pursuant to which he will serve as Executive Vice President and Chief Financial Officer beginning on February 23, 2026. Mr. Papa will receive the following key compensation and benefits: an initial annual base salary of $650,000; annual incentive compensation opportunity for meeting stated performance goals targeted at 100% of his base salary; eligibility to participate in the Company’s 2017 Equity Incentive Plan at such times and in such amounts as the Company’s Compensation Committee shall determine in its sole discretion; on his start date, a one-time, time-based Restricted Stock Unit (or OP Profits Units) grant with a value of $2,500,000, which will vest in two installments on the first and second anniversaries from the grant date; aligned with the Company’s regular annual grant cycle, Mr. Papa will receive an award with a targeted value of $1,700,000 in the form of a combination of time-based and performance-based restricted stock units or OP Profits Units, at Mr. Papa’s option; and a one-time lump sum bonus in the amount of $500,000, minus applicable taxes and deductions, to be paid 30-days after Mr. Papa’s start date. The foregoing summary of the Offer Letter is not complete and is qualified in its entirety by the Offer Letter, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. Mr. Papa will be eligible to participate in the Company’s standard health and welfare benefit plans and will be covered by the Company’s Executive Severance Benefit Plan, as amended, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference. There are no family relationships between Mr. Papa and any Company director or executive officer and no arrangements or understandings between Mr. Papa and any other person pursuant to which he was selected as an officer. Mr. Papa is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K. On January 26, 2026, the Company announced that the Board appointed Scott Henderson, the Company’s current Chief Investment Officer, as Interim Chief Financial Officer, effective January 26, 2026. In connection with this appointment, Mr. Henderson will continue in his role as the Chief Investment Officer and assume the duties of the Company’s Chief Financial Officer until Mr. Papa begins or until his earlier resignation or removal. The compensatory and other material terms of Mr. Henderson’s employment with the Company remain unchanged in connection with the foregoing. Mr. Henderson, age 48, has served as the Company’s Executive Vice President and Chief Investment Officer since March 2023, after serving as Senior Vice President, Capital Markets, Treasury and Investor Relations since joining the Company in 2018. Mr. Henderson is responsible for leading Americold’s investment and other capital allocation initiatives. He has deep experience in capital allocation, balance sheet management, investor relations, and strategic planning. Mr. Henderson has more than 19 years of experience in the REIT and real estate industry, including with DDR Corp., STAG Industrial and REIT finance at Citizens Bank. Mr. Henderson holds a BSBA from Washington University in St. Louis and an MBA from Columbia Business School. There are no family relationships between Mr. Henderson and any Company director or executive officer, and no arrangements or understandings between Mr. Henderson and any other person pursuant to which he was selected as an officer. Mr. Henderson is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K. On January 26, 2026, Jay Wells departed the Company. Mr. Wells’ separation is not related to any disagreement with the Company on any matter relating to its accounting practices, financial statements, internal controls or operations. In connection with his separation, Mr. Wells will receive certain termination benefits consistent with an involuntary termination without cause, as described in further detail in the Offer Letter, dated December 27, 2023, by and between Americold Logistics, LLC and Jay Wells filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 3, 2024 and the Company’s Executive Severance Benefits Plan, as amended, and attached here to as Exhibit 10.2, subject to his execution and non-revocation of a general release of claims and compliance with post-termination restrictive covenants.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure The Company issued a press release on January 26, 2026, relating to the announcement described in Item 5.02 and reaffirming its full-year 2025 AFFO per share financial guidance as communicated in its third quarter earnings release dated November 6, 2025, and reaffirmed on December 9, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The foregoing information and Exhibit 99.1 is furnished pursuant to Item 7.01, “Regulation FD.” The information in Item 7.01 of this Current Report on Form 8-K (this “Current Report”) and the exhibit furnished therewith shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing.
Filed exhibits (1)
EX-99.1 (by filename) d98738dex991.htm

EX-99.1 4 d98738dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Americold Announces CFO Transition and Expanded Leadership Roles to Support Company’s Growth Plan Seasoned Real Estate Executive Chris Papa Appointed Chief Financial Officer Effective February 23, 2026; Company Reaffirms Full-Year 2025 AFFO Outlook ATLANTA, Jan. 26, 2026 (GLOBE NEWSWIRE) - Americold Realty Trust, Inc. (NYSE: COLD), a global leader in temperature-controlled logistics, real estate, and value-added services, today announced that Christopher (“Chris”) Papa will join the Company as Executive Vice President and Chief Financial Officer, effective Monday, February 23, 2026. Papa is a highly regarded public-company finance leader with nearly 40 years of experience across real estate, accounting, tax, investor relations and corporate finance. He currently serves as Executive Vice President and Chief Financial Officer at CenterPoint Properties, a leading developer, owner and manager of industrial real estate. His prior experience includes CFO roles at both Post Properties and Liberty Property Trust, reflecting a strong track record of leading finance functions at large, publicly traded real estate platforms. He…

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