• Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • AI Executive AssistantNEW
  • Settings
  • RSS Feeds
Quantisnow Logo
  • Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • AI Executive AssistantNEW
  • Settings
  • RSS Feeds
PublishGo to AppAI Helper
    Quantisnow Logo

    © 2025 quantisnow.com
    Democratizing insights since 2022

    Services
    Live news feedsRSS FeedsAlertsPublish with Us
    Company
    AboutQuantisnow PlusContactJobsAI employees for your businessNEW
    Legal
    Terms of usePrivacy policyCookie policy

    SEC Form S-8 filed by Americold Realty Trust Inc.

    6/17/25 4:30:48 PM ET
    $COLD
    Real Estate Investment Trusts
    Real Estate
    Get the next $COLD alert in real time by email
    S-8 1 d41862ds8.htm S-8 S-8

    As filed with the Securities and Exchange Commission on June 17, 2025

    Registration No. 333-    

     

     
     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

    FORM S-8

    REGISTRATION STATEMENT

    UNDER

    THE SECURITIES ACT OF 1933

     

     

    AMERICOLD REALTY TRUST, INC.

    (Exact Name of Registrant as Specified in Its Charter)

     

     

     

    Maryland   93-0295215

    (State or Other Jurisdiction of

    Incorporation or Organization)

     

    (I.R.S. Employer

    Identification Number)

    10 Glenlake Parkway

    South Tower, Suite 600

    Atlanta, Georgia 30328

    (Address of Principal Executive Offices) (Zip Code)

    Amended and Restated Americold Realty Trust 2017 Equity Incentive Plan

    (Full Title of the Plan)

    Nathan H. Harwell

    Chief Legal Officer, Executive Vice President and Secretary

    10 Glenlake Parkway South Tower, Suite 600

    Atlanta, Georgia 30328

    (678) 441-1400

    (Name, Address and Telephone Number, Including Area Code, of Agent for Service)

    Copies to:

    Christian O. Nagler, P.C.

    Christina M. Thomas

    Kirkland & Ellis LLP

    601 Lexington Avenue

    New York, NY 10022

    (212) 446-4800

     

     

    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

     

    Large accelerated filer   ☒    Accelerated filer   ☐
    Non-accelerated filer   ☐    Smaller reporting company   ☐
         Emerging growth company   ☐

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

     

     
     


     

    EXPLANATORY NOTE

    On May 20, 2025, the shareholders of Americold Realty Trust, Inc. (the “Registrant”) approved the Amended and Restated Americold Realty Trust 2017 Equity Incentive Plan (the “Plan”) in order to: (i) increase the number of shares reserved for issuance under the plan by 7.7 million shares of the Registrant’s common stock, par value $0.01 per share (the “Common Stock”), (ii) increase the number of shares that may be covered by options that are designated as “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code by 7.7 million shares of Common Stock, (iii) incorporate a one-year vesting requirement for all awards (provided, that up to five percent of the shares of Common Stock reserved for issuance may be issued pursuant to awards that do not comply with such minimum vesting period) and (iv) extend the scheduled expiration date of the Plan to May 20, 2035.

    This Registration Statement on Form S-8 (the “Registration Statement”) is being filed for the purposes of registering an additional 7.7 million shares of Common Stock of the Registrant under the Plan, which have been authorized and reserved for issuance under the Plan and includes Common Stock that may again become available for delivery with respect to awards under the Plan pursuant to share counting and other terms and conditions of the Plan.

    In accordance with General Instruction E to Form S-8, the registration statements on Form S-8 relating to the Plan and previously filed with the Securities and Exchange Commission (the “Commission”) on January 19, 2018 (File No. 333-222637), as subsequently amended by Post-Effective Amendment No. 1 thereto filed with the Commission on March 21, 2023, are hereby incorporated by reference into this Registration Statement.

    PART II

    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

    Item 3. Incorporation of Documents by Reference.

    The following documents that the Registrant previously filed with the Commission are incorporated by reference herein:

     

      •  

    the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (our “Annual Report”), which contains the audited financial statements for the Registrant’s last completed fiscal year filed with the Commission on February  27, 2025, which incorporates by reference certain parts of the Registrant’s Proxy Statement for the Registrant’s 2025 Annual Meeting of Stockholders filed with the Commission on April 7, 2025;

     

      •  

    the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 filed with the Commission on May 8, 2025;

     

      •  

    the Registrant’s Current Reports on Form 8-K filed with the Commission on January  7, 2025, March  27, 2025, April  3, 2025, May  21, 2025; and June 2, 2025 (with respect to Item 5.02 only) and

     

      •  

    the Registrant’s Description of Common Stock contained in Exhibit 4.1 to our Annual Report, and all subsequently filed amendments or reports filed with the SEC for the purpose of updating such description.

    All documents filed by the Registrant subsequent to the date of this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.


    Any statement contained in this Registration Statement or in the documents incorporated or deemed to be incorporated by reference into this Registration Statement shall be deemed to be modified, superseded or replaced, for purposes of this Registration Statement, to the extent that a statement contained herein or in any other subsequently filed document that is incorporated or deemed to be incorporated by reference into this Registration Statement modifies, supersedes or replaces such statement contained in this Registration Statement. Any such statement so modified, superseded or replaced shall not be deemed, except as so modified, superseded or replaced, to constitute a part of this Registration Statement.

    No document or information deemed to be furnished and not filed in accordance with rules of the Commission shall be deemed to be incorporated herein by reference unless such document or information expressly provides to the contrary.

    Item 8. Exhibits.

    The following exhibits are filed with or incorporated by reference into this Registration Statement.

     

    Exhibit

    Number

      

    Description

    5.1*    Opinion of Venable LLP
    10.1    Amended and Restated 2017 Equity Incentive Plan (incorporated by reference to Appendix B to the Registrant’s Notice and Proxy Statement dated April 7, 2025 for the Annual Meeting of Shareholders held on May 20, 2025)
    23.1*    Consent of Ernst & Young LLP
    23.4    Consent of Venable LLP (included as part of Exhibit 5.1)
    24.1    Powers of Attorney (included on signature page)
    107*    Calculation of Filing Fee Tables

     

    *

    Filed herewith


    SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Atlanta, State of Georgia, on June 17, 2025.

     

    AMERICOLD REALTY TRUST, INC.
    By:  

    /s/ E. Jay Wells

      Name: E. Jay Wells
     

    Title: Chief Financial Officer and

    Executive Vice President

    Each of the undersigned officers and directors of Americold Realty Trust, Inc. hereby constitutes and appoints George F. Chappelle, Jr. and E. Jay Wells, and each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign the Registration Statement of Americold Realty Trust, Inc. on Form S-8, and any other registration statement relating to the same offering (including any and all amendments thereto (including post-effective amendments)), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities set forth opposite their names and on the date indicated above.

     

    Signature    Title

    /s/ George F. Chappelle, Jr.

       Chief Executive Officer, Director
    George F. Chappelle, Jr.    (Principal Executive Officer)

    /s/ E. Jay Wells

       Chief Financial Officer and Executive Vice President
    E. Jay Wells    (Principal Financial Officer)

    /s/ Robert E. Harris, Jr.

       Chief Accounting Officer and Senior Vice President
    Robert E. Harris, Jr.    (Principal Accounting Officer)

    /s/ Mark R. Patterson

       Chairman of the Board of Directors
    Mark R. Patterson   

    /s/ George J. Alburger, Jr.

       Director
    George J. Alburger, Jr.   

    /s/ Kelly H. Barrett

       Director
    Kelly H. Barrett   

    /s/ Robert L. Bass

       Director
    Robert L. Bass   

    /s/ Antonio F. Fernandez

       Director
    Antonio F. Fernandez   


    /s/ Pamela K. Kohn

       Director
    Pamela K. Kohn   

    /s/ David J. Neithercut

       Director
    David J. Neithercut   

    /s/ Andrew P. Power

       Director
    Andrew P. Power   
    Get the next $COLD alert in real time by email

    Crush Q3 2025 with the Best AI Executive Assistant

    Stay ahead of the competition with Tailforce.ai - your AI-powered business intelligence partner.

    AI-Powered Inbox
    Context-aware email replies
    Strategic Decision Support
    Get Started with Tailforce.ai

    Recent Analyst Ratings for
    $COLD

    DatePrice TargetRatingAnalyst
    6/23/2025$21.00Overweight → Neutral
    Analyst
    6/12/2025$18.00Outperform → Neutral
    BNP Paribas Exane
    5/15/2025$20.00Sector Outperform → Sector Perform
    Scotiabank
    4/9/2025$21.00Equal Weight → Overweight
    Barclays
    7/1/2024$31.00Peer Perform → Outperform
    Wolfe Research
    6/26/2024$30.00Neutral → Overweight
    JP Morgan
    5/23/2024$27.00 → $30.00Sector Perform → Sector Outperform
    Scotiabank
    4/25/2024$24.00Equal Weight
    Wells Fargo
    More analyst ratings

    $COLD
    Analyst Ratings

    Analyst ratings in real time. Analyst ratings have a very high impact on the underlying stock. See them live in this feed.

    See more
    • Americold Realty Trust downgraded by Analyst with a new price target

      Analyst downgraded Americold Realty Trust from Overweight to Neutral and set a new price target of $21.00

      6/23/25 8:02:10 AM ET
      $COLD
      Real Estate Investment Trusts
      Real Estate
    • Americold Realty Trust downgraded by BNP Paribas Exane with a new price target

      BNP Paribas Exane downgraded Americold Realty Trust from Outperform to Neutral and set a new price target of $18.00

      6/12/25 7:39:12 AM ET
      $COLD
      Real Estate Investment Trusts
      Real Estate
    • Americold Realty Trust downgraded by Scotiabank with a new price target

      Scotiabank downgraded Americold Realty Trust from Sector Outperform to Sector Perform and set a new price target of $20.00

      5/15/25 8:06:51 AM ET
      $COLD
      Real Estate Investment Trusts
      Real Estate

    $COLD
    Insider Purchases

    Insider purchases reveal critical bullish sentiment about the company from key stakeholders. See them live in this feed.

    See more
    • Chief Executive Officer Chappelle George F. Jr. bought $1,978,570 worth of shares (110,000 units at $17.99) (SEC Form 4)

      4 - AMERICOLD REALTY TRUST (0001455863) (Issuer)

      5/14/25 9:34:04 AM ET
      $COLD
      Real Estate Investment Trusts
      Real Estate
    • EVP & CFO Wells Jay bought $179,120 worth of shares (10,000 units at $17.91) (SEC Form 4)

      4 - AMERICOLD REALTY TRUST (0001455863) (Issuer)

      5/13/25 9:24:47 AM ET
      $COLD
      Real Estate Investment Trusts
      Real Estate

    $COLD
    Press Releases

    Fastest customizable press release news feed in the world

    See more
    • Americold Elevates Proven Leaders to Drive Operational Excellence and Global Growth

      ATLANTA, GA., June 02, 2025 (GLOBE NEWSWIRE) -- Americold, a global leader in temperature-controlled storage, logistics and facilities solutions, and value-added services, today announced a series of executive leadership appointments. These changes are part of the company's ongoing strategy to enhance operational execution, deepen customer relationships, and unlock global growth opportunities.  Americold has created a new executive role, President, and appointed Rob Chambers to the position. In this capacity, Chambers – who has 12 years of progressive leadership experience at Americold – will oversee global operations for the company with increased P&L responsibility.  Chambers was appoi

      6/2/25 4:30:00 PM ET
      $COLD
      Real Estate Investment Trusts
      Real Estate
    • Americold Breaks Ground on Innovative Cold Storage Facility at Port Saint John Leveraging Strategic Partnerships With CPKC and DP World

      ATLANTA, GA., May 29, 2025 (GLOBE NEWSWIRE) -- Americold Realty Trust (NYSE:COLD), a global leader in temperature-controlled logistics, real estate and value-added services, today breaks ground in Port Saint John, New Brunswick, on its first import-export hub to be built in Canada. Provincial and local leaders join company executives to celebrate this significant investment in New Brunswick, a ceremony held in conjunction with Port Saint John's Port Days. The new cold storage facility, to become the sixth operated by Americold in Canada, will leverage the maritime logistics capabilities of DP World and the rail logistics solutions of Canadian Pacific Kansas City (TSX:CP) (NYSE:CP) (CP

      5/29/25 8:00:00 AM ET
      $COLD
      $CP
      Real Estate Investment Trusts
      Real Estate
      Railroads
      Industrials
    • Americold Realty Trust, Inc. Sets Date for Second Quarter 2025 Earnings Release and Conference Call

      ATLANTA, GA., May 22, 2025 (GLOBE NEWSWIRE) -- Americold Realty Trust (NYSE:COLD), a global leader in temperature-controlled logistics, real estate, and value-added services focused on the ownership, operation, acquisition and development of temperature-controlled warehouses, today announced that the Company will release second quarter 2025 financial results before the market opens on Thursday, August 7, 2025. A conference call will be held on Thursday, August 7, 2025 at 8:00 a.m. Eastern Time. Webcast:A webcast of the conference call will be available on the Investor Relations section of the Company's website at www.americold.com. To listen to the live broadcast, go to the site at least

      5/22/25 4:15:00 PM ET
      $COLD
      Real Estate Investment Trusts
      Real Estate

    $COLD
    SEC Filings

    See more
    • Americold Realty Trust Inc. filed SEC Form 8-K: Other Events

      8-K - AMERICOLD REALTY TRUST (0001455863) (Filer)

      6/23/25 4:39:02 PM ET
      $COLD
      Real Estate Investment Trusts
      Real Estate
    • SEC Form S-8 filed by Americold Realty Trust Inc.

      S-8 - AMERICOLD REALTY TRUST (0001455863) (Filer)

      6/17/25 4:30:48 PM ET
      $COLD
      Real Estate Investment Trusts
      Real Estate
    • Americold Realty Trust Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure

      8-K - AMERICOLD REALTY TRUST (0001455863) (Filer)

      6/2/25 4:30:17 PM ET
      $COLD
      Real Estate Investment Trusts
      Real Estate

    $COLD
    Insider Trading

    Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

    See more
    • President, International Winnall Richard Charles converted options into 7,017 shares, increasing direct ownership by 18% to 46,008 units (SEC Form 4)

      4 - AMERICOLD REALTY TRUST (0001455863) (Issuer)

      7/3/25 2:00:23 PM ET
      $COLD
      Real Estate Investment Trusts
      Real Estate
    • SVP & Chief Accounting Oficer Harris Robert E. was granted 1,516 shares and covered exercise/tax liability with 451 shares, increasing direct ownership by 24% to 5,511 units (SEC Form 4)

      4 - AMERICOLD REALTY TRUST (0001455863) (Issuer)

      7/3/25 1:30:46 PM ET
      $COLD
      Real Estate Investment Trusts
      Real Estate
    • SEC Form 4 filed by President Chambers Robert Scott

      4 - AMERICOLD REALTY TRUST (0001455863) (Issuer)

      6/2/25 4:34:32 PM ET
      $COLD
      Real Estate Investment Trusts
      Real Estate

    $COLD
    Leadership Updates

    Live Leadership Updates

    See more
    • Americold Appoints Bryan Verbarendse as Chief Operating Officer for North America

      ATLANTA, GA, Aug. 28, 2023 (GLOBE NEWSWIRE) -- Americold Realty Trust, Inc. (NYSE:COLD) (the "Company"), a global leader in temperature-controlled logistics real estate, and value-added services focused on the ownership, operation, acquisition, and development of temperature-controlled warehouses, today announced the appointment of Bryan Verbarendse as Chief Operating Officer for North America. "We're pleased to welcome Bryan to the Americold team," said George Chappelle, Chief Executive Officer of Americold. "Bryan brings deep experience in retail and whole grocery supply chain and I am confident his experience will benefit our team and help us better serve our customers in North America

      8/28/23 4:05:00 PM ET
      $COLD
      Real Estate Investment Trusts
      Real Estate
    • Fred Boehler joins PLS Logistics Services Board of Directors

      CRANBERRY TWP, Pa., March 29, 2022 /PRNewswire/ -- PLS Logistics Services (PLS), a leading, technology-driven, third-party logistics services provider, has announced today the appointment of Fred Boehler to the board of directors. Mr. Boehler, formerly the CEO of Americold Logistics (NYSE:COLD), which is one of the largest operators of temperature-controlled warehouses with over 1 billion cubic feet under management.  Mr. Boehler brings over 30 years of supply chain management experience with the last 12 years focused on the cold supply chain to PLS. Before serving eight years

      3/29/22 8:32:00 AM ET
      $COLD
      Real Estate Investment Trusts
      Real Estate
    • Americold Realty Trust Announces Appointment of George F. Chappelle Jr. as Permanent CEO

      ATLANTA, Feb. 24, 2022 (GLOBE NEWSWIRE) -- Americold Realty Trust (NYSE:COLD) (the "Company" or "Americold"), the world's largest publicly traded REIT focused on the ownership, operation, acquisition, and development of temperature-controlled warehouses, today announced that its Board of Trustees has appointed George F. Chappelle Jr. as Chief Executive Officer, effective immediately. "After a thoughtful search process, the Board unanimously concluded that George is the right executive to lead Americold forward," said Mark Patterson, Chairman of the Americold Board. "George is an exemplary leader with a proven record of execution and a deep understanding of our business and industry. He ha

      2/24/22 4:05:00 PM ET
      $COLD
      Real Estate Investment Trusts
      Real Estate

    $COLD
    Financials

    Live finance-specific insights

    See more
    • Americold Realty Trust, Inc. Sets Date for Second Quarter 2025 Earnings Release and Conference Call

      ATLANTA, GA., May 22, 2025 (GLOBE NEWSWIRE) -- Americold Realty Trust (NYSE:COLD), a global leader in temperature-controlled logistics, real estate, and value-added services focused on the ownership, operation, acquisition and development of temperature-controlled warehouses, today announced that the Company will release second quarter 2025 financial results before the market opens on Thursday, August 7, 2025. A conference call will be held on Thursday, August 7, 2025 at 8:00 a.m. Eastern Time. Webcast:A webcast of the conference call will be available on the Investor Relations section of the Company's website at www.americold.com. To listen to the live broadcast, go to the site at least

      5/22/25 4:15:00 PM ET
      $COLD
      Real Estate Investment Trusts
      Real Estate
    • Americold Realty Trust, Inc. Declares Second Quarter 2025 Dividend

      ATLANTA, GA, May 20, 2025 (GLOBE NEWSWIRE) -- Americold Realty Trust (NYSE:COLD), a global leader in temperature-controlled logistics, real estate, and value-added services focused on the ownership, operation, acquisition and development of temperature-controlled warehouses, today announced that its Board of Directors has declared a dividend of $0.23 per share for the second quarter of 2025, payable to holders of the Company's common stock. This is consistent with the dividend for the first quarter of 2025 and reflects an increase of 5% from the prior year. The dividend will be payable in cash on July 15, 2025 to stockholders of record at the close of business on June 30, 2025. About Amer

      5/20/25 4:15:00 PM ET
      $COLD
      Real Estate Investment Trusts
      Real Estate
    • Americold Announces First Quarter 2025 Results

      Delivered $0.34 AFFO per share Completed Houston Warehouse Acquisition Enabling a Significant New Retail Customer Win Increased Quarterly Dividend by 5% Updated 2025 Full-Year Outlook ATLANTA, GA, May 08, 2025 (GLOBE NEWSWIRE) -- Americold Realty Trust, Inc. (NYSE:COLD) (the "Company"), a global leader in temperature-controlled logistics, real estate, and value-added services focused on the ownership, operation, acquisition and development of temperature-controlled warehouses, today announced financial and operating results for the first quarter ended March 31, 2025. George Chappelle, Chief Executive Officer of Americold Realty Trust, stated, "We are pleased with our first quarter 202

      5/8/25 7:00:00 AM ET
      $COLD
      Real Estate Investment Trusts
      Real Estate

    $COLD
    Large Ownership Changes

    This live feed shows all institutional transactions in real time.

    See more
    • SEC Form SC 13G filed by Americold Realty Trust Inc.

      SC 13G - AMERICOLD REALTY TRUST (0001455863) (Subject)

      11/13/24 5:27:41 PM ET
      $COLD
      Real Estate Investment Trusts
      Real Estate
    • Amendment: SEC Form SC 13G/A filed by Americold Realty Trust Inc.

      SC 13G/A - AMERICOLD REALTY TRUST (0001455863) (Subject)

      7/10/24 9:39:43 AM ET
      $COLD
      Real Estate Investment Trusts
      Real Estate
    • SEC Form SC 13G/A filed by Americold Realty Trust Inc. (Amendment)

      SC 13G/A - AMERICOLD REALTY TRUST (0001455863) (Subject)

      2/14/24 8:50:34 AM ET
      $COLD
      Real Estate Investment Trusts
      Real Estate