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    SEC Form 8-A12B filed by Lineage Inc.

    2/20/26 4:33:45 PM ET
    $LINE
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    8-A12B 1 tm2532793d9_8a12b.htm 8-A12B

     

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, D.C. 20549

     

    FORM 8-A

     

    FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

    PURSUANT TO SECTION 12(b) OR 12(g) OF THE

    SECURITIES EXCHANGE ACT OF 1934

     

    Lineage, Inc.*

    (Exact name of registrant as specified in its charter)

         
    Maryland   82-1271188
    (State of incorporation or organization)   (I.R.S. Employer Identification No.)
         

    *Additional Registrants

    (See Table of Additional Registrants on next page)

     

     

     

    46500 Humboldt Drive

    Novi, Michigan

    48377
    (Address of principal executive offices) (Zip Code)

     

    Securities to be registered pursuant to Section 12(b) of the Act:

     

    Title of each class
    to be so registered
      Name of each exchange on which
         each class is to be registered    
    4.125% Senior Notes due 2031   The NASDAQ Stock Market LLC

     

    If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box x

     

    If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box ¨

     

    Securities Act registration statement file number to which this form relates: 333-292261; 333-292261-01; 333-292261-02; 333-292261-03; 333-292261-04; 333-292261-05; 333-292261-06; 333-292261-07; 333-292261-08; 333-292261-09; 333-292261-10; 333-292261-11; 333-292261-12; 333-292261-13; 333-292261-14; 333-292261-15

     

    Securities to be registered pursuant to Section 12(g) of the Act: None

     

     

     

     

     

     

    Table of Additional Registrants

     

    Exact Name of Registrant as Specified in
    its Charter

    State or Other
    Jurisdiction of
    Incorporation or
    Organization

    I.R.S. Employer
    Identification
    Number

    Address, Including Zip of Principal
    Executive Offices

    Lineage OP, LP Maryland 61-1863533

    46500 Humboldt Drive

    Novi, Michigan 48377

    Lineage Logistics Holdings, LLC Delaware 30-0707700

    46500 Humboldt Drive

    Novi, Michigan 48377

    Lineage Logistics, LLC Delaware 38-3899873

    46500 Humboldt Drive

    Novi, Michigan 48377

    Lineage Logistics Services, LLC Delaware 83-2072741

    46500 Humboldt Drive

    Novi, Michigan 48377

    Lineage Logistics Canada Holdings, LLC Delaware 85-2232173

    46500 Humboldt Drive

    Novi, Michigan 48377

    Lineage AUS RE Holdings, LLC Delaware —

    46500 Humboldt Drive

    Novi, Michigan 48377

    Columbia Colstor, Inc. Washington 91-1204627

    46500 Humboldt Drive

    Novi, Michigan 48377

    Lineage Columbia Mezz, LLC Delaware —

    46500 Humboldt Drive

    Novi, Michigan 48377

    Lineage Logistics MTC, LLC Maryland

    52-0411970

     

    46500 Humboldt Drive

    Novi, Michigan 48377

    Lineage WA Columbia RE, LLC Delaware —

    46500 Humboldt Drive

    Novi, Michigan 48377

    Lineage Treasury Europe B.V. Netherlands 98-1576057

    46500 Humboldt Drive

    Novi, Michigan 48377

     

    Boreas Logistics Holdings B.V. Netherlands 98-1372557

    46500 Humboldt Drive

    Novi, Michigan 48377

     

    Lineage Europe Finco B.V. Netherlands 98-1893231

    46500 Humboldt Drive

    Novi, Michigan 48377

     

    Lineage Logistics Canada Holdings Ltd. Ontario, Canada 98-1669890

    46500 Humboldt Drive

    Novi, Michigan 48377

     

    Emergent Cold Midco Pty Ltd Australia 98-1545556

    46500 Humboldt Drive

    Novi, Michigan 48377

     

     

     

     

    Item 1. Description of Registrant’s Securities to be Registered.

     

    A description of the 4.125% Senior Notes due 2031 (the “Notes”) issued by Lineage Europe Finco B.V., and the related guarantees, to be registered hereunder is incorporated herein by reference to the description included under the captions “Description of Euro Exchange Notes” in the Prospectus, dated January 15, 2026 included as a part of the Registration Statement on Form S-4 (File Nos. 333-292261; 333-292261-01; 333-292261-02; 333-292261-03; 333-292261-04; 333-292261-05; 333-292261-06; 333-292261-07; 333-292261-08; 333-292261-09; 333-292261-10; 333-292261-11; 333-292261-12; 333-292261-13; 333-292261-14; and 333-292261-15), dated as of January 15, 2026, filed with the Securities and Exchange Commission (“SEC”). For purposes of such description, any prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, that purports to describe the Notes shall be deemed to be incorporated by reference into this Registration Statement on Form 8-A. The Notes will trade on The Nasdaq Stock Market LLC under the symbol “LINE31.”

     

    Item 2. Exhibits.

     

    The following exhibits to this Registration Statement on Form 8-A are incorporated by reference from the documents specified, which have been filed with the SEC.

     

    Exhibit No.   Description
    4.1   Indenture, dated as of November 26, 2025, among Lineage Europe Finco B.V., Lineage, Inc., Lineage OP, LP and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Lineage, Inc.’s Current Report on Form 8-K filed on December 2, 2025).
    4.2   First Supplemental Indenture, dated as of November 26, 2025, among Lineage Europe Finco B.V., Lineage, Inc., Lineage OP, LP, the other guarantors party thereto, U.S. Bank Trust Company, National Association, as trustee, registrar and transfer agent, and U.S. Bank Europe DAC, as paying agent, including a form of 4.125% Senior Notes due 2031. (incorporated by reference to Exhibit 4.2 to Lineage, Inc.’s Current Report on Form 8-K filed on December 2, 2025).
    4.3   Form of 4.125% Senior Notes due 2031 (included as Exhibit A1 to Exhibit 4.2).

     

     

     

     

    SIGNATURE

     

    Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrants has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

       
     
    Date February 20, 2026 LINEAGE, INC.
     
      /s/ Robb LeMasters
      Name: Robb LeMasters
      Title: Chief Financial Officer
     
      LINEAGE EUROPE FINCO B.V.
       
      /s/ Robb LeMasters
      Name: Robb LeMasters
      Title: Authorized Signatory  
       
      LINEAGE OP, LP
       
      By: Lineage, Inc., its general partner
     
      /s/ Robb LeMasters
      Name: Robb LeMasters
      Title: Chief Financial Officer
       
      LINEAGE LOGISTICS HOLDINGS, LLC
       
      /s/ Robb LeMasters
      Name: Robb LeMasters
      Title: Chief Financial Officer
     
      LINEAGE LOGISTICS, LLC
     
      /s/ Robb LeMasters
      Name: Robb LeMasters
      Title: Chief Financial Officer  
       
      LINEAGE LOGISTICS CANADA HOLDINGS, LLC
     
      /s/ Robb LeMasters
      Name: Robb LeMasters
      Title: Chief Financial Officer
         
      LINEAGE LOGISTICS SERVICES, LLC
     
      /s/ Robb LeMasters
      Name: Robb LeMasters
      Title: Chief Financial Officer
         

     

    [Signature Page to Form 8-A]

     

     

     

     

      LINEAGE AUS RE HOLDINGS, LLC
     
      /s/ Craig Bowyer
      Name: Craig Bowyer
      Title: Regional Vice President
         
      LINEAGE COLUMBIA MEZZ, LLC
       
      /s/ Robb LeMasters
      Name: Robb LeMasters
      Title: Chief Financial Officer  
       
      LINEAGE LOGISTICS MTC, LLC
     
      /s/ Robb LeMasters
      Name: Robb LeMasters
      Title: Chief Financial Officer
     
      LINEAGE WA COLUMBIA RE, LLC
     
      /s/ Robb LeMasters
      Name: Robb LeMasters
      Title: Chief Financial Officer  
       
      COLUMBIA COLSTOR, INC.
       
      /s/ Robb LeMasters
      Name: Robb LeMasters
      Title: Chief Financial Officer
         
      Lineage logistics Canada holdings ltd.
       
      /s/ Robb LeMasters
      Name: Robb LeMasters
      Title: Authorized Signatory  
       
      BOREAS LOGISTICS HOLDINGS B.V.
       
      /s/ Robb LeMasters
      Name: Robb LeMasters
      Title: Authorized Signatory  
       
      LINEAGE TREASURY EUROPE B.V.
       
      /s/ Robb LeMasters
      Name: Robb LeMasters
      Title: Authorized Signatory  
       

     

    [Signature Page to Form 8-A]

     

     

     

     

      Executed by EMERGENT COLD MIDCO PTY LTD in accordance with section 127 of the Corporations Act 2001 (Cth) by:    
       
      /s/ Craig Bowyer     /s/ Vinolan Singh
      Director signature     Director/Secretary signature
           
      CRAIG BOWYER     VINOLAN SINGH
      Director full name     Director/Secretary full name

     

    [Signature Page to Form 8-A]

     

     

     

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