Form 4: Americold Realty Trust Director Acquires Operating Partnership Profits Units

Director David J. Neithercut acquired Operating Partnership Profits Units in Americold Realty Operating Partnership, L.P., which are convertible into common units and potentially redeemable for cash or common stock.

Summary

• On May 22, 2024, David J. Neithercut, a director of Americold Realty Trust, acquired 6,917 Operating Partnership Profits Units (OP Profits Units) of Americold Realty Operating Partnership, L.P.
• These OP Profits Units vest on the earlier of the first anniversary of the grant date or the date of the next annual meeting of Americold Realty Trust, Inc. stockholders.
• The OP Profits Units were issued pursuant to the Americold Realty Trust 2017 Equity Incentive Plan.
• Each vested OP Profits Unit may be converted into a common unit of limited partnership interest in the Operating Partnership, contingent upon minimum allocations to the capital accounts for federal income tax purposes.
• Each Common Unit acquired upon conversion may be presented for redemption for cash equal to the then fair market value of a share of Americold Realty Trust, Inc. common stock, or at the Company's election, acquired for one share of Common Stock.
• The rights to convert vested OP Profits Units into Common Units and redeem Common Units have no expiration dates.
• A Power of Attorney was executed on May 29, 2024, authorizing certain individuals to prepare, sign, and file SEC filings on behalf of David J. Neithercut.

Sentiment

Score: 7

Explanation: The document reflects a routine transaction related to director compensation, indicating a neutral to slightly positive sentiment due to alignment of interests.

Positives

• The acquisition of OP Profits Units aligns the director's interests with the performance of the Operating Partnership and Americold Realty Trust.
• The conversion and redemption options provide flexibility for the holder of the OP Profits Units.

Future Outlook

The document does not contain specific forward-looking statements, but the vesting and conversion rights of the OP Profits Units suggest a long-term alignment with the company's performance.

Industry Context

This type of equity-based compensation is common in the real estate industry to incentivize directors and management to focus on long-term value creation.

Comparison to Industry Standards

• Equity-based compensation, such as OP Profits Units, is a standard practice among REITs like Prologis (PLD) and Public Storage (PSA) to align management and shareholder interests.
• The terms of vesting and conversion are generally consistent with industry norms, although specific details can vary significantly between companies.

Stakeholder Impact

• The acquisition of OP Profits Units by a director can positively influence shareholder confidence by aligning management's interests with those of the shareholders.

Key Dates