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 |
State or
Other |
I.R.S. Employer |
Address, Including
Zip of Principal |
| 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.
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]