03/10/2026 | Press release | Distributed by Public on 03/10/2026 18:00
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | $ 0 | 03/08/2026 | A | 11,990 | (3)(4) | (4) | Common Stock | 11,990 | $ 0 | 11,990 | D | ||||
| Performance Restricted Stock Units | $ 0 | 03/08/2026 | A | 11,990 | (5)(6) | (6) | Common Stock | 11,990 | $ 0 | 11,990 | D | ||||
| Restricted Stock Units | $ 0 | 03/08/2026 | M | 842 | (7) | (7) | Common Stock | 842 | $ 0 | 842 | D | ||||
| Restricted Stock Units | $ 0 | 03/08/2026 | M | 1,584 | (7) | (7) | Common Stock | 1,584 | $ 0 | 1,584 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Harris Robert E. C/O 10 GLENLAKE PARKWAY SOUTH TOWER, SUITE 600 ATLANTA, GA 30328 |
Chief Accounting Officer | |||
| /s/ Nathan H. Harwell, Attorney-in-fact | 03/10/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Shares acquired upon vesting of restricted stock units ("RSUs"). Each RSU represents the right to receive one share of Americold Realty Trust, Inc. common stock ("Common Stock") |
| (2) | The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of these RSUs. The sale is mandated by the Issuer's election to require the satisfaction of tax withholding obligations to be funded by a "sell-to-cover" transaction and does not represent a discretionary transaction by the Reporting Person. |
| (3) | Represents RSUs, which will vest ratably on March 8, 2027, 2028, and 2029. The RSUs were issued to the reporting person pursuant to the Amended and Restated Americold Realty Trust 2017 Equity Incentive Plan. |
| (4) | Each RSU represents the right to acquire one share of Common Stock. The right to convert vested RSUs into Common Stock has no expiration date. |
| (5) | Each PRSU represents the right to acquire one share of Common Stock. The right to convert vested PRSUs into Common Stock has no expiration date. |
| (6) | Each PSRU represents the right to acquire one share of Common Stock. Vesting of the PRUs will be determined based on the Company's adjusted funds from operations ("AFFO") during the applicable performance period (Jan. 1, 2026 - Dec 31., 2028). The PSRUs will vest, if at all, at the end of the 3-year period contingent upon the achievement of the pre-established AFFO goals. The PSRUs were issued to the reporting person pursuant to the Amended and Restated Americold Realty Trust 2017 Equity Plan. |
| (7) | Each RSU represents the right to acquire one share of Common Stock. The RSUs vested on March 8, 2026. The RSUs were issued to the registrant pursuant to the Amended and Restated Americold Realty Trust 2017 Equity Incentive plan |