IRM Iron Mountain Inc - 10-K

ITEM 1A. RISK FACTORS.

We face many risks. If any of the events or circumstances described below actually occur, we and our businesses, financial condition or results of operations could suffer, and the trading price of our debt or equity securities could decline. Our current and potential investors should consider the following risks and the information contained under the heading "Cautionary Note Regarding Forward-Looking Statements" before deciding to invest in our securities.

BUSINESS RISKS

Failure to execute our strategic growth plan may adversely impact our financial condition and results of operations.

As part of our strategic growth plan, we expect to invest in our existing businesses, including records and information management storage and services businesses in our higher-growth markets, data centers, digital solutions, ALM business and other complementary businesses, and in new businesses, business strategies, products, services, technologies and geographies. These initiatives may involve significant risks and uncertainties, including:

• our inability to maintain relationships with key customers and suppliers or to execute on our plan to incorporate the digitization of our customers’ records and new digital information technologies into our offerings;

• failure to achieve satisfactory returns on new product offerings, acquired companies, joint ventures, growth initiatives or other investments, particularly in markets where we do not currently operate or have a substantial presence;

• our inability to identify suitable companies to acquire, invest in or partner with;

• our inability to complete acquisitions or investments on satisfactory terms;

• our inability to structure acquisitions or investments in a manner that complies with our debt covenants or is consistent with our leverage ratio goals;

• challenges in managing costs to offset the impact of inflationary pressure;

• increased demands on our management, operating systems, internal controls and financial and physical resources and, if necessary, our inability to successfully expand our infrastructure;

• incurring additional debt necessary to acquire suitable companies or make other growth investments if we are unable to pay the purchase price or make the investment out of working capital or the issuance of our common stock or other equity securities;

• our inability to manage the budgeting, forecasting and other process control issues presented by future growth, particularly with respect to new lines of business;

• insufficient revenues to offset expenses and liabilities associated with new investments; and

• our inability to attract, develop and retain skilled employees to lead and support our strategic growth plan, particularly in new businesses, technologies, products or offerings outside our core competencies.

Our new ventures are inherently risky and we can provide no assurance that such strategies and offerings will be successful in achieving the desired returns within a reasonable timeframe, if at all, and that they will not adversely affect our business, reputation, financial condition and operating results.

As stored records and tapes become less active, our service revenue growth and profits from related services may decline.

Our Records Management and Data Management service revenue growth is being negatively impacted by declining activity rates as stored records and tapes are becoming less active and more archival. The amount of information available to customers digitally or in their own information systems has been steadily increasing in recent years, and we believe this trend will continue. As a result, our customers are less likely than they have been in the past to retrieve records and rotate tapes, thereby reducing their activity levels. At the same time, many of our costs related to records and tape related services remain relatively fixed. In addition, our reputation for providing secure information storage is critical to our success, and actions to manage cost structure, such as outsourcing certain transportation, security or other functions, could negatively impact our reputation and adversely affect our business, and, if we are unable to appropriately align our cost structure with decreased levels of service activity, our operating results could be adversely affected.

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Our customers continue to evolve the way they store records, which could impact our storage revenue.

We derive substantial revenues from rental fees for the storage of physical records and computer backup media and from storage related services. Volume in and demand for our traditional storage related services has evolved as our customers adopt alternative storage technologies or as retention requirements change, which may require significantly less space than traditional physical records and tape storage; however, volumes in our Global RIM Business segment were relatively steady in 2025 and we expect them to remain relatively consistent in the near term. We can provide no assurance that our customers will continue to store most or a portion of their records as paper documents or as tapes, or that the paper documents or tapes they do store with us will require our storage related services at the same levels as they have in the past. A significant shift by our customers to storage of data through non-paper or non-tape-based technologies, whether now existing or developed in the future, could adversely affect our businesses. In addition, the digitization of records may shift our revenue mix from the more predictable storage revenue to service revenue, which is inherently more volatile.

We and our customers are subject to laws and governmental regulations, including laws relating to data privacy and cybersecurity, and our customers’ demands in this area are increasing. This may cause us to incur significant expenses and non-compliance with such regulations and demands could harm our business.

Our business is subject to regulation under a wide variety of laws and regulations in the jurisdictions which we operate. Although we have policies and procedures designed to comply with applicable laws and regulations, failure to comply with the various laws and regulations may result in civil and criminal liability, fines and penalties and increased costs of compliance.

We and our customers are subject to numerous laws and regulations relating to data privacy and cybersecurity. These regulations are complex, change frequently and have tended to become more stringent over time. In addition, a growing number of regulatory bodies have adopted data breach notification requirements and increased enforcement of regulations regarding the use, access, accuracy and security of personal information. Finally, as a result of the continued emphasis on information security and instances in which personal information has been compromised, our customers are requesting that we take increasingly sophisticated measures to enhance security and comply with cybersecurity and data privacy regulations and that we assume higher liability under our contracts.

We have an established global privacy compliance program and devote substantial resources, and may in the future have to devote significant additional resources, to facilitate compliance with global laws and regulations, our customers’ data privacy, data residency and security demands, and to investigate, defend or remedy actual or alleged violations or breaches. Any failure by us to comply with, or remedy any violations or breaches of, laws and regulations or customer requirements could negatively impact our operations, result in the imposition of fines and penalties, contractual liability and litigation, significant costs and expenses and reputational harm.

Expansion into Global Digital Solutions and ALM services means that our data privacy and security risk profile is increasing. In particular, we are hosting increasing volumes of customer digital data, including sensitive and confidential data, and disposing of customer data-bearing devices. This may result in increased regulatory exposure, contractual liability and security expectations from customers. Finally, emerging AI technology, such as AI and generative AI systems, have become subject to regulation under new laws and new applications of prior existing laws which require additional resources and increase compliance risks as we integrate AI into our services.

Attacks on our internal IT systems could damage our reputation, cause us to lose revenues and adversely affect our business, financial condition and results of operations.

Our reputation for providing secure information storage to customers is critical to the success of our business. Our reputation or brand, and specifically, the trust our customers place in us, could be negatively impacted in the event of perceived or actual failures by us to store information securely. Although we seek to prevent and detect attempts by unauthorized users to gain access to our IT systems, and incur significant costs to do so, our IT and network infrastructure has in the past been and may in the future be vulnerable to cyberattacks and security incidents, including by state-sponsored organizations with significant financial and technological resources, breaches due to employee or contractor error, fraud or malice or other disruptions (including, but not limited to, computer viruses and other malware, denial of service and ransomware), which may involve a breach requiring us to notify regulators, clients or employees and enlist identity theft protection. Recent developments in the cybersecurity threat landscape include the use of AI and machine learning, as well as an increased number of cyber extortion and ransomware attacks. As techniques used to breach security change frequently and are generally not recognized until launched against a target, we may not be able to promptly detect that a cyber breach has occurred, or implement security measures in a timely manner or, if and when implemented, we may not be able to determine the extent to which these measures could be circumvented . Moreover, until we have migrated businesses we acquire onto our IT systems or ensured compliance with our information technology security standards, we have in the past and may in the future face additional risks because of the continued use of predecessor IT systems. We utilize remote work arrangements and outsource certain support services, including cloud storage systems and cloud computing services, to third parties, which has in the past and may in the future subject our IT and other sensitive information to additional risk. A successful breach of the security of our IT systems could lead to theft or misuse of our customers’ proprietary or confidential information or our employees’ personal information and result in third party claims against us, regulatory penalties and reputational harm. Although we maintain insurance coverage for various cybersecurity risks, there is no guarantee that all costs or losses incurred will be fully insured. Damage to our reputation could make us less competitive, which could negatively impact our business, financial condition and results of operations.

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The development and use of AI in our business and operations presents risks and challenges that may adversely impact our business and operating results.

Our ability to attract and retain customers, particularly in our Global Digital Solutions business, depends on our ability to offer innovative products and services, including through developing or deploying emerging technologies such as AI. Some of our products, services and processes leverage AI, including both machine learning and generative AI, and we continue to make investments in initiatives focused on the further development and deployment of these technologies. However, there is no assurance that our use or development of AI will enhance our products or services or their marketability, improve operating results, or deliver anticipated benefits, and our product development initiatives involving AI may be unsuccessful. While implementation of these technologies offers the potential for innovation and competitive differentiation, it also poses significant risks and uncertainties, especially given its early stage of commercial adoption.

The use of AI in our product initiatives and offerings or services, or in our internal business operations, may give rise to risks related to accuracy, bias, discrimination, intellectual property infringement, misappropriation or leakage of proprietary, confidential and personal information, defamation, data privacy, and cybersecurity. Any error, defect, or vulnerability in our AI-powered products or business processes could undermine the quality of our products and services, adversely impact our clients’ businesses, subject us or our clients to regulatory scrutiny, fines or litigation and cause reputational harm. We are exposed to similar risks in connection with the use of AI technology by our third-party vendors and clients.

These technologies are subject to an evolving and fragmented legal and regulatory landscape. The absence of a unified regulatory framework, and the risk of divergent or conflicting regulations across jurisdictions applicable to our business, could increase the complexity and costs of compliance for us and our clients. New or changing legal requirements may limit or restrict our use of AI, impose burdensome obligations, or require us to modify or discontinue certain offerings. Any of these factors, alone or in combination, could adversely affect our business, reputation, or results of operations.

Failure to successfully integrate acquired businesses could negatively impact our balance sheet and results of operations.

Strategic acquisitions are an important element of our growth strategy and the success of any acquisition we make depends in part on our ability to integrate the acquired business and realize anticipated synergies. The process of integrating acquired businesses, particularly in new markets or for new offerings, may involve difficulties and may require a disproportionate amount of our management’s attention and our financial and other resources.

For example, the success of our significant acquisitions depends, in large part, on our ability to realize the anticipated benefits, including cost savings or revenue acceleration from combining the acquired businesses with ours. To realize these anticipated benefits, we must be able to successfully integrate our business and the acquired businesses, and this integration is complex and time-consuming. We may encounter challenges in the integration process including the following:

• challenges and difficulties associated with managing our larger, more complex, company;

• conforming standards, controls, procedures and policies, business cultures and compensation and benefits structures between the two businesses;

• consolidating corporate and administrative infrastructures;

• coordinating geographically dispersed organizations;

• retaining critical acquired talent;

• retaining key customers;

• potential unknown liabilities and unforeseen expenses or delays associated with an acquisition; and

• our ability to deliver on our strategy going forward.

Further, our acquisitions subject us to liabilities (including tax liabilities) that may exist at an acquired company, some of which may be unknown. Although we and our advisors conduct due diligence on the businesses we acquire, there can be no guarantee that we are aware of all liabilities of an acquired company. These liabilities, and any additional risks and uncertainties related to an acquired company not known to us or that we may deem immaterial or unlikely to occur at the time of the acquisition, could negatively impact our future business, financial condition and results of operations.

We can give no assurance that we will ultimately be able to effectively integrate and manage the operations of any acquired business or realize anticipated synergies. The failure to successfully integrate the cultures, operating systems, procedures and information technologies of an acquired business could have a material adverse effect on our financial condition and results of operations.

Our future growth depends in part upon our ability to continue to effectively manage and execute on revenue management.

Our organic revenue growth has been positively impacted by our ability to effectively introduce, expand and monitor revenue management. If we are not able to continue and effectively manage pricing, our results of operations could be adversely affected and we may not be able to execute on our strategic growth plan.

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Our customer contracts do not always limit our liability and sometimes contain terms that could subject us to significant liability or lead to disputes in contract interpretation.

Our customer contracts typically contain standardized provisions limiting our liability regarding the services we perform and the loss or destruction of, or damage to, records, information or other items stored with us; however, some of our contracts with large customers and governmental entities and some of the contracts assumed in our acquisitions contain no such limits or contain non-standard limits. We can provide no assurance that our limitation of liability provisions will be enforceable in all instances or, if enforceable, that they would otherwise protect us from liability. In the past, we have had relatively few disputes with our customers regarding the terms of their customer contracts, and most disputes to date have not been material, but we can provide no assurance that we will not have material disputes in the future. Moreover, as we expand our operations into new businesses, including Global Digital Solutions, ALM, and the storage of valuable items, and respond to customer demands for higher limitation of liability, our exposure to contracts with higher or no limitations of liability and disputes with customers over contract interpretation may increase. Although we maintain a comprehensive insurance program, we can provide no assurance that we will be able to maintain insurance policies on acceptable terms or with high enough coverage amounts to cover losses to us in connection with customer contract disputes.

As a global company, we are subject to the unique risks of operating in many countries.

As of December 31, 2025, we operated in 61 countries. The global nature of our business and our growth strategy, which includes continued acquisitions and investments in countries where we do not currently operate or have limited operations, is subject to numerous risks, including:

• fluctuations of currency exchange rates in the markets in which we operate;

• the impact of laws and regulations that apply to us in countries in which we operate or have made investments; in particular, we are subject to sanctions and anti-corruption laws, such as the Foreign Corrupt Practices Act and the United Kingdom Bribery Act, and, although we have implemented internal controls, policies and procedures and training to deter prohibited practices, our employees, partners, contractors or agents may violate or circumvent such policies and the law;

• costs and difficulties associated with managing global operations, including cross-border sales;

• the volatility of certain economies in which we operate;

• political uncertainties and changes in the global political climate or other global events, such as war or other military conflict, tariffs or trade restrictions, trade wars, global pandemics or supply chain challenges, which may create additional risk in relation to our global operations, which may become more pronounced as we consolidate operations across countries and need to move data across borders;

• the risk that business partners upon whom we depend for technical assistance or management and acquisition expertise in some markets will not perform as expected;

• difficulties attracting and retaining local management and key employees to operate our business in certain countries; and

• cultural differences and differences in business practices and operating standards, as well as risks and challenges in expanding into countries where we have no prior operational experience.

If we fail to transition to more sustainable sources of energy, it may negatively impact our ability to attract and retain certain of our customers, employees and investors. Furthermore, changes to environmental laws and standards may increase the cost to operate some of our businesses. This could impact our results of operations, our competitiveness and the trading value of our stock.

We have made progress towards reducing our carbon footprint, but if we are not successful in continuing this reduction or if our customers, employees and investors are not satisfied with our sustainability efforts, it may negatively impact our ability to attract and retain customers, employees and investors who focus on this commitment. This could negatively impact our results of operations and the trading of our stock.

Furthermore, changes in environmental laws in any jurisdiction in which we operate could increase compliance costs or impose limitations on our operations. For example, our emergency generators at our data centers are subject to regulations and permit requirements governing air pollutants, and the heating, ventilation and air conditioning and fire suppression systems at some of our data centers and data management locations may include ozone-depleting substances that are subject to regulation. While environmental regulations do not normally impose material costs upon operations at our facilities, unexpected events, equipment malfunctions, human error and changes in law or regulations, among other factors, could result in unexpected costs, which could be material.

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Our use of joint ventures or other co-investment vehicles could expose us to additional risks and liabilities, including our lack of sole decision-making authority and our reliance on joint venture or other co-investment vehicle partners who may have economic and business interests that are inconsistent with our business interests.

As part of our growth strategy, particularly in connection with our international and data center expansion, we currently, and may in the future, co-invest with third parties using joint ventures or other co-investment vehicles. These ventures can result in our holding non-controlling interests in, or not having sole control over managing the affairs of, a property or portfolio of properties, business, partnership, joint venture or other entity. In connection with our pursuit or entrance into any such venture, we may be subject to additional risks, including:

• our ability to sell our interests in the venture may be limited by the venture agreement;

• we may not have the right to exercise sole decision-making authority regarding the properties, business, partnership, venture or other entity;

• we may be liable for the venture's failure to comply with applicable law despite only having a non-controlling interest in the venture;

• if our partners become bankrupt or fail to fund their share of required capital contributions, we may choose or be required to contribute unplanned capital;

• our partners may have economic, tax or other interests or goals that are inconsistent with our interests or goals, which could affect our ability to negotiate satisfactory venture terms, to operate the property or business or to maintain our qualification for taxation as a REIT; and

• disputes may arise between us and our partners that result in litigation or arbitration that would increase our expenses and divert the attention of our officers and directors.

Each of these factors may result in returns on these investments being less than we expect or in losses, and our financial and operating results may be adversely affected.

Significant costs or disruptions at our data centers could adversely affect our business, financial condition and results of operations.

Our Global Data Center Business depends on providing customers with highly reliable facilities, power infrastructure and operations solutions, and we will need to retain and hire qualified personnel to manage our data centers. Service interruptions or significant equipment damage could result in difficulty maintaining service-level commitment obligations that we owe to certain of our customers. Service interruptions or equipment damage may occur at one or more of our data centers because of numerous factors, including: human error; equipment failure; physical, electronic and cybersecurity breaches; fire, hurricane, flood, earthquake and other natural disasters; water damage; fiber cuts; extreme temperatures; power loss or telecommunications failure; war, terrorism and any related conflicts or similar events worldwide; and sabotage and vandalism.

We purchase significant amounts of electricity and water for cooling from suppliers that are subject to environmental laws, regulations and permit requirements. These environmental requirements are subject to material change, which could result in increases in our suppliers’ compliance costs that may be passed through to us or otherwise constrain the availability of such resources. In addition, climate change may increase the likelihood that our data centers are affected by some of these factors.

While these risks could impact our overall business, they could have a more significant impact on our Global Data Center Business, where we have service-level commitment obligations to certain of our customers. As a result, service interruptions or significant equipment damage at our data centers could result in difficulty maintaining service-level commitments to these customers and potential claims related to such failures. Because our data centers are critical to many of our customers’ businesses, service interruptions or significant equipment damage at our data centers could also result in lost profits or other indirect or consequential damages to our customers, which could in turn result in contractual liability to our customers or impair our ability to obtain and retain customers, which would adversely affect both our ability to generate revenue and our results of operations.

We also rely on third party telecommunications carriers to provide internet connectivity to our customers. These carriers may elect not to offer or to restrict their services within our data centers or may elect to discontinue such services. Furthermore, carriers may face business difficulties, which could affect their ability to provide telecommunications services or the quality of such services. If connectivity is interrupted or terminated, our financial condition and results of operations may be adversely affected. Events such as these may also impact our reputation as a data center provider which could adversely affect our results of operations.

Our Global Data Center Business is susceptible to regional and local costs of power, power shortages, planned or unplanned power outages and limitations on the availability of adequate power resources. We rely on third parties to provide power to our data centers. We are therefore subject to an inherent risk that such third parties may fail to deliver such power in adequate quantities or on a consistent basis. If the power delivered to our data centers is insufficient or interrupted, we would be required to provide power through the operation of our on-site generators, generally at a significantly higher operating cost. Additionally, global fluctuations in the price of power can increase the cost of energy, and we may be limited in our ability to, or may not always choose to, pass these increased costs on to our customers.

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We face additional risks in expanding our Global Data Center Business, including the significant amount of capital required.

Expanding our Global Data Center Business requires significant capital. In addition, we may be required to commit significant operational and financial resources in connection with the organic growth of our Global Data Center Business substantially in advance of such newly developed data centers generating revenue.

We continue to experience rising construction costs which reflect the increase in cost of labor and raw materials, as well as supply chain and logistical challenges. Unexpected disruptions to our supply chain, continued inflationary pressures or high interest rates, tariffs, delays in construction, limited financing availability, constrained supplies of new power, or changes in customer requirements could significantly affect the cost or timing of our planned expansion projects, have consequences under our project financing and partnership agreements, and interfere with our ability to meet commitments to customers who have contracted for space in new data centers under construction.

All construction-related data center projects require us to carefully select, manage, and rely on the experience of one or more design firms, general contractors, and associated subcontractors during the design and construction process, and to obtain critical government permits and authorizations. Should a design firm, general contractor, significant subcontractor, or key supplier experience financial or operational problems during the design or construction process or fail to perform properly, or should we be unable to obtain, or experience delays in obtaining, all necessary zoning, land-use, building, occupancy and other governmental permits and authorizations, we could experience significant delays, increased costs to complete the project, penalties under customer preleases and other negative impacts to the expected return on our committed capital.

There can be no assurance we will have sufficient customer demand to support the data centers we have acquired or built, or that we will not be adversely affected by the risks noted above under "Significant costs or disruptions at our data centers could adversely affect our business, financial condition and results of operations", which could make it difficult for us to realize expected returns on our investments, if any.

Our ALM business may be subject to additional risks, including those related to its client and geographic concentration, government trade policies, and macroeconomic conditions.

A significant portion of the revenue from our ALM business is derived from a limited number of clients and tied to cyclical projects involving the decommissioning and destruction of IT assets and the disposition of components of such assets to purchasers in concentrated geographies. Though we generally enter into long-term contracts with such clients, the volume of work we perform for specific clients may vary over the life of each contract due to various factors including changes in client behavior or macroeconomic conditions impacting the availability of new IT assets in the marketplace. There can be no assurance that we will be able to retain our current volumes, existing clients or that, if we were to lose one or more of our significant clients, we would be able to replace such clients with clients that generate a comparable amount of revenue. Further, many of the purchasers of the decommissioned IT asset components are geographically concentrated, particularly in China. If governments enact trade policies or environmental regulations that restrict or increase the cost of exporting IT assets into China or the other markets in which we sell decommissioned IT asset components or recyclable materials, or increase the enforcement of such policies, then the revenue from the sale of these assets may be negatively impacted. Additionally, uncertain macroeconomic conditions, particularly within China, may reduce our purchasers’ demand for the IT asset components that we sell, thereby reducing our revenues and earnings.

Failure to comply with certain regulatory and contractual requirements under our government contracts could adversely affect our revenues, operating results and financial position and reputation.

Having the government entities as customers subjects us to certain regulatory and contractual requirements. Failure to comply with these requirements could subject us to investigations, price reductions, up to treble damages, and civil penalties. Noncompliance with certain regulatory and contractual requirements could also result in us being suspended or debarred from future contracting with such government entities. We may also face private derivative securities claims because of adverse government actions. Any of these outcomes could have a material adverse effect on our revenues, operating results, financial position and reputation.

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We may be subject to certain costs and potential liabilities associated with the real estate required for our business.

As of December 31, 2025, we operated approximately 1,340 facilities worldwide, including approximately 530 in the United States, and face special risks attributable to the real estate we own or lease, which could have a material adverse effect on our revenues, operating results and financial position. Such risks include:

• acquisition and occupancy costs that make it difficult to meet anticipated margins and difficulty locating suitable facilities due to a relatively small number of available buildings having the desired characteristics in some real estate markets;

• increases in rent expense and property taxes as a result of the increasing demand for industrial real estate;

• uninsured losses or damage to our facilities due to an inability to obtain full coverage on a cost-effective basis for some casualties, such as fires, severe weather events, earthquakes and other natural disasters, or any coverage for certain losses, such as losses from riots or terrorist activities;

• inability to use our real estate holdings effectively and costs associated with vacating or consolidating facilities if the demand for physical storage were to diminish;

• liability under environmental laws for the costs of investigation and cleanup of contaminated real estate owned or leased by us, whether or not (i) we know of, or were responsible for, the contamination, or (ii) the contamination occurred while we owned or leased the property; and

• costs of complying with fire protection and safety standards.

Some of our current and formerly owned or leased properties were previously used by entities other than us for industrial or other purposes, or were affected by waste generated from nearby properties, that involved the use, storage, generation and/or disposal of hazardous substances and wastes, including petroleum products. In some instances, this prior use involved the operation of underground storage tanks or the presence of asbestos-containing materials. Where we are aware of environmental conditions that require remediation, we undertake appropriate activity, in accordance with all legal requirements. Although we have from time to time conducted limited environmental investigations and remedial activities at some of our former and current facilities, we have not undertaken an environmental review of all of our properties, including those we have acquired. We therefore may be potentially liable for environmental costs like those discussed above and may be unable to sell, rent, mortgage or use contaminated real estate owned or leased by us. Environmental conditions for which we might be liable may also exist at properties that we may acquire in the future. In addition, future regulatory action and environmental laws may impose costs for environmental compliance that do not exist today.

Unexpected events, including those resulting from climate change or geopolitical events, could disrupt our operations and adversely affect our reputation and results of operations.

Unexpected events, including fires or explosions at our facilities, war or other military conflict, terrorist activities, natural disasters such as earthquakes and wildfires, unplanned power outages, supply disruptions, failure of equipment or systems, and severe weather events, such as droughts, heat waves, wind events, hurricanes, and flooding, could adversely affect our reputation and results of operations through physical damage to our facilities, equipment and customers' inventory and through physical damage to, or disruption of, local infrastructure. During the past several years, we have seen an increase in the frequency and intensity of severe weather events and we expect this trend to continue due to climate change. Some of our key facilities worldwide are vulnerable to severe weather events, and global weather pattern changes may also pose long-term risks of physical impacts to our business. Our customers rely on us to securely store and timely retrieve their critical information, and, while we maintain disaster recovery and business continuity plans that would be implemented in these situations, these unexpected events could result in customer service disruption, physical damage to one or more key operating facilities and the information stored in those facilities, the closure of one or more key operating facilities or the disruption of information systems, each of which could negatively impact our reputation and results of operations. In addition, these unexpected events could negatively impact our reputation if such events result in adverse publicity, governmental investigations or litigation or if customers do not otherwise perceive our response to be adequate.

Fluctuations in commodity prices may affect our operating revenues and results of operations .

Our operating revenues and results of operations are impacted by significant changes in commodity prices. In particular, our secure shredding operations generate revenue from the sale of shredded paper for recycling. Additionally, our ALM business may be affected by the prices of scrap metals. Significant declines in the cost of paper or scrap metals may negatively impact our revenues and results of operations, and increases in other commodity prices, including steel, may negatively impact our results of operations.

Failure to manage and adequately implement our new IT systems could negatively affect our business.

We rely on IT infrastructure, including hardware, networks, software, people and processes, to provide information to support assessments and conclusions about our operating performance. We are in the process of upgrading a number of our IT systems, including consolidating our existing finance operations platforms, and we face risks relating to these transitions. For example, we may incur greater costs than we anticipate training our personnel on the new systems, we may experience service disruptions or errors in accurately capturing data or retaining our records, and we may be delayed in meeting our various reporting obligations. There can be no assurance that we will manage our IT systems and implement these new systems as planned or that we will do so without disruptions to our operations, which could have an adverse effect on our business, financial condition, results of operations and cash flows.

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RISKS RELATED TO OUR INDEBTEDNESS

Our indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations under our various debt instruments.

As of December 31, 2025, our total long-term debt was approximately $16,544.5 million, stockholders' deficit was approximately $981.0 million and we had cash and cash equivalents of approximately $158.5 million. Our indebtedness could have important consequences to our current and potential investors. These risks include:

• inability to satisfy our obligations with respect to our various debt instruments;

• inability to make borrowings to fund future working capital, capital expenditures and strategic growth opportunities, including acquisitions, further organic development of, and investment into, our Global Data Center, ALM and Global Digital Solutions businesses and other service offerings, and other general corporate requirements, including possible required repurchases, redemptions or prepayments of our various indebtedness;

• limits on our distributions to stockholders; in this regard if these limits prevented us from satisfying our REIT distribution requirements, we could fail to remain qualified for taxation as a REIT or, if these limits do not jeopardize our qualification for taxation as a REIT but do nevertheless prevent us from distributing 100% of our REIT taxable income, we will be subject to federal corporate income tax, and potentially a nondeductible excise tax, on the retained amounts;

• limits on future borrowings under our existing or future credit arrangements, which could affect our ability to pay our indebtedness or to fund our other liquidity needs;

• inability to generate sufficient funds to cover required interest payments;

• restrictions on our ability to refinance our indebtedness on commercially reasonable terms;

• limits on our flexibility in planning for, or reacting to, changes in our business and the information management services industry; and

• inability to adjust to adverse economic conditions that could place us at a disadvantage to our competitors with less debt and who, therefore, may be able to take advantage of opportunities that our indebtedness prevents us from pursuing.

Certain of our indebtedness, including indebtedness under our Credit Agreement (as defined below), is paid at floating interest rates, and as a result, our interest expense or the cost of our debt may increase due to rising interest rates or changes to benchmark rates.

Restrictive debt covenants may limit our ability to pursue our growth strategy.

Our Credit Agreement and our indentures contain covenants restricting or limiting our ability to, among other things:

• incur additional indebtedness;

• pay dividends or make other restricted payments;

• make asset dispositions;

• create or permit liens;

• sell, transfer or exchange assets;

• guarantee certain indebtedness;

• make acquisitions and other investments; and

• enter into partnerships, joint ventures and co-investment vehicles.

These restrictions and our long-term commitment to maintain our leverage ratio may adversely affect our ability to pursue acquisitions and other growth strategies, including our strategic growth plan.

We may not have the ability to raise the funds necessary to finance the repurchase of outstanding senior notes upon a change of control event as required by our indentures.

Upon the occurrence of a "change of control", as defined in our indentures, we will be required to offer to repurchase all of our outstanding senior notes. However, it is possible that we will not have sufficient funds at the time of a change of control to make the required repurchase of any outstanding notes or that restrictions in our Credit Agreement will not allow such repurchases. Failure to make the required repurchases could result in cross defaults or payment acceleration events under our other debt instruments. Certain important corporate events, however, such as leveraged recapitalizations that would increase the level of our indebtedness, would not constitute a "change of control" under our indentures.

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IMI is a holding company, and, therefore, its ability to make payments on its various debt obligations depends in large part on the operations of its subsidiaries.

IMI is a holding company; substantially all of its assets consist of the equity in its subsidiaries, and substantially all of its operations are conducted by its direct and indirect consolidated subsidiaries. As a result, its ability to make payments on its debt obligations will be dependent upon the receipt of sufficient funds from its subsidiaries, whose ability to distribute funds may be limited by local capital requirements, joint venture and co-investment vehicle structures and other applicable restrictions. However, our various debt obligations are guaranteed, on a joint and several and full and unconditional basis, by IMI’s U.S. subsidiaries that represent the substantial majority of its U.S. operations.

RISKS RELATED TO OUR TAXATION AS A REIT

If we fail to remain qualified for taxation as a REIT, we will be subject to tax at corporate income tax rates and will not be able to deduct distributions to stockholders when computing our taxable income.

We have elected to be taxed as a REIT for federal income tax purposes beginning with our 2014 taxable year. We believe that our organization and method of operation comply with the rules and regulations promulgated under the Internal Revenue Code of 1986, as amended (the "Code"), such that we will continue to qualify for taxation as a REIT. However, we can provide no assurance that we will remain qualified for taxation as a REIT. We also have invested in subsidiaries that have elected or that we expect will elect to be taxed as REITs and therefore must independently satisfy all REIT qualification requirements. We may in the future invest in other such subsidiary REITs. If such a subsidiary REIT were to fail to qualify as a REIT, it may cause us to fail to remain qualified for taxation as a REIT. If we fail to remain qualified for taxation as a REIT, including as a result of a cascading failure of any subsidiary REIT to remain qualified as a REIT, we will be subject to federal income taxation at corporate income tax rates unless certain relief provisions apply.

Qualification for taxation as a REIT involves the application of highly technical and complex provisions of the Code to our operations, as well as various factual determinations concerning matters and circumstances not entirely within our control. There are limited judicial or administrative interpretations of applicable REIT provisions of the Code.

If, in any taxable year, we fail to remain qualified for taxation as a REIT and are not entitled to relief under the Code:

• we will not be allowed a deduction for distributions to stockholders in computing our taxable income;

• we will be subject to federal and state income tax on our taxable income at regular corporate income tax rates; and

• we would not be eligible to elect REIT status again until the fifth taxable year that begins after the first year for which we failed to qualify for taxation as a REIT.

Any such corporate tax liability could be substantial and would reduce the amount of cash available for other purposes. If we fail to remain qualified for taxation as a REIT, we may need to borrow additional funds or liquidate some investments to pay any additional tax liability. Accordingly, funds available for investment and distributions to stockholders could be reduced.

As a REIT, failure to make required distributions would subject us to federal corporate income tax.

We expect to continue paying regular quarterly distributions; however, the amount, timing and form of our regular quarterly distributions will be determined, and will be subject to adjustment, by our board of directors. To remain qualified for taxation as a REIT, we are generally required to distribute at least 90% of our REIT taxable income (determined without regard to the dividends paid deduction and excluding net capital gain) each year, or in limited circumstances, the following year, to our stockholders. Generally, we expect to distribute all or substantially all of our REIT taxable income. If our cash available for distribution falls short of our estimates, we may be unable to maintain distributions that approximate our REIT taxable income and may fail to remain qualified for taxation as a REIT. In addition, our cash flows from operations may be insufficient to fund required distributions as a result of nondeductible expenditures or as a result of differences in timing between the actual receipt of income and the payment of expenses and the recognition of income and expenses for federal income tax purposes.

To the extent that we satisfy the 90% distribution requirement but distribute less than 100% of our REIT taxable income, we will be subject to federal corporate income tax on our undistributed taxable income. In addition, we will be subject to a 4% nondeductible excise tax on our undistributed taxable income if the actual amount that we distribute to our stockholders for a calendar year is less than the minimum amount specified under the Code.

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We may be required to borrow funds, sell assets or raise equity to satisfy our REIT distribution requirements, to comply with asset ownership tests or to fund capital expenditures, future growth and expansion initiatives.

In order to satisfy our REIT distribution requirements and maintain our qualification and taxation as a REIT, or to fund capital expenditures, future growth and expansion initiatives, we may need to borrow funds, sell assets or raise equity, even if our financial condition or the then-prevailing market conditions are not favorable for these borrowings, sales or offerings. Furthermore, the REIT distribution requirements and our commitment to investors on dividend growth may result in increasing our financing needs to fund capital expenditures, future growth and expansion initiatives, which would increase our indebtedness. An increase in our outstanding debt could lead to a downgrade of our credit ratings, which could negatively impact our ability to access credit markets. Further, certain of our current debt instruments limit the amount of indebtedness we and our subsidiaries may incur. Additional financing, therefore, may be unavailable, more expensive or restricted by the terms of our outstanding indebtedness. For a discussion of risks related to our substantial level of indebtedness, see "Risks Related to Our Indebtedness".

Complying with REIT requirements may limit our flexibility, cause us to forgo otherwise attractive opportunities that we would otherwise pursue to execute our strategic growth plan, or otherwise reduce our income and amounts available for distribution to our stockholders.

To remain qualified for taxation as a REIT, we must satisfy tests concerning, among other things, the sources of our income, the nature and diversification of our assets and the amounts we distribute to our stockholders. Thus, compliance with these tests may require us to refrain from certain activities and may hinder our ability to make certain attractive investments, including the purchase of non-REIT qualifying operations or assets, the expansion of non-real estate activities, and investments in the businesses to be conducted by our taxable REIT subsidiaries ("TRSs"), and, to that extent, limit our opportunities and our flexibility to change our business strategy and execute on our strategic growth plan. This may restrict our ability to acquire certain businesses, enter into joint ventures or co-investment vehicles, or acquire minority interests of companies. Furthermore, acquisition opportunities in domestic and international markets may be adversely affected if we need or require the target company to comply with some REIT requirements prior to closing.

We conduct a significant portion of our business activities, including our information management services businesses and several of our international operations, through domestic and foreign TRSs. Under the Code, no more than 25% of the value of the assets of a REIT may be represented by securities of one or more TRSs. Similar rules apply to other nonqualifying assets. These limitations may affect our ability to make additional investments in non-REIT qualifying operations or assets or in international operations through TRSs.

If we fail to comply with specified asset ownership tests applicable to REITs as measured at the end of any calendar quarter, we generally must correct such failure within 30 days after the end of the applicable calendar quarter or qualify for statutory relief provisions to avoid losing our qualification for taxation as a REIT. As a result, we may be required to liquidate assets or to forgo our pursuit of otherwise attractive investments or executing on portions of our strategic growth plan. These actions may reduce our income and amounts available for distribution to our stockholders.

As a REIT, we are limited in our ability to fund distribution payments using cash generated through our TRSs.

Our ability to receive distributions from our TRSs is limited by the rules with which we must comply to maintain our qualification for taxation as a REIT. In particular, at least 75% of our gross income for each taxable year as a REIT must be derived from real estate, which generally includes gross income from providing customers with secure storage space or colocation or wholesale data center space. Consequently, no more than 25% of our gross income may consist of dividend income from our TRSs and other nonqualifying types of income. Thus, our ability to receive distributions from our TRSs may be limited, which may impact our ability to fund distributions to our stockholders using cash flows from our TRSs. Specifically, if our TRSs become highly profitable, we might become limited in our ability to receive net income from our TRSs in an amount required to fund distributions to our stockholders commensurate with that profitability.

In addition, a significant amount of our income and cash flows from our TRSs is generated from our international operations. In many cases, there are local withholding taxes and currency controls that may impact our ability or willingness to repatriate funds to the United States to help satisfy REIT distribution requirements.

Our extensive use of TRSs, including for certain of our international operations, may cause us to fail to remain qualified for taxation as a REIT.

Our operations include an extensive use of TRSs. The net income of our TRSs is not required to be distributed to us, and income that is not distributed to us generally is not subject to the REIT income distribution requirement. However, there may be limitations on our ability to accumulate earnings in our TRSs and the accumulation or reinvestment of significant earnings in our TRSs could result in adverse tax treatment. In particular, if the accumulation of cash in our TRSs causes (i) the fair market value of our securities in our TRSs to exceed 25% of the fair market value of our assets or (ii) the fair market value of our securities in our TRSs and other nonqualifying assets to exceed 25% of the fair market value of our assets, then we will fail to remain qualified for taxation as a REIT. Further, a substantial portion of our operations are conducted overseas, and a material change in foreign currency rates could also affect the value of our foreign holdings in our TRSs, negatively impacting our ability to remain qualified for taxation as a REIT.

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Even if we remain qualified for taxation as a REIT, some of our business activities are subject to corporate level income tax and foreign taxes, which will continue to reduce our cash flows, and we will have potential deferred and contingent tax liabilities.

Even if we remain qualified for taxation as a REIT, we may be subject to some federal, state, local and foreign taxes, including taxes on any undistributed income, and state, local or foreign income, franchise, property and transfer taxes. In addition, we could in certain circumstances be required to pay an excise or penalty tax, which could be significant in amount, in order to utilize one or more relief provisions under the Code to maintain our qualification for taxation as a REIT.

A portion of our business is conducted through TRSs because certain of our business activities could generate nonqualifying REIT income as currently structured and operated. The income of our domestic TRSs will continue to be subject to federal and state corporate income taxes. In addition, our international assets and operations will continue to be subject to taxation in the foreign jurisdictions where those assets are held or those operations are conducted. Any of these taxes would decrease our earnings and our available cash.

We will also be subject to a federal corporate level income tax at the highest regular corporate income tax rate on gain recognized from a sale of a REIT asset where our basis in the asset is determined by reference to the basis of the asset in the hands of a C corporation (such as an asset that we hold in one of our qualified REIT subsidiaries ("QRSs") following the liquidation or other conversion of a former TRS). This tax is generally applicable to any disposition of such an asset during the five-year period after the date we first owned the asset as a REIT asset, to the extent of the built-in-gain based on the fair market value of such asset on the date we first held the asset as a REIT asset. In addition, any depreciation recapture income that we recognize because of accounting method changes that we make in connection with our acquisition activities will be fully subject to this tax.

Complying with REIT requirements may limit our ability to hedge effectively and increase the cost of our hedging and may cause us to incur tax liabilities.

The REIT provisions of the Code limit our ability to hedge assets, liabilities, revenues and expenses. Generally, income from hedging transactions that we enter into to manage risk of interest rate changes with respect to borrowings made or to be made by us to acquire or carry real estate assets and income from certain currency hedging transactions related to our non-United States operations, as well as income from qualifying counteracting hedges, do not constitute "gross income" for purposes of the REIT gross income tests. To the extent that we enter into other types of hedging transactions, the income from those transactions is likely to be treated as nonqualifying income for purposes of the REIT gross income tests. As a result of these rules, we may need to limit our use of advantageous hedging techniques or implement those hedges through our TRSs. This could increase the cost of our hedging activities because our TRSs would be subject to tax on income or gains resulting from hedges entered into by them and may expose us to greater risks associated with changes in interest rates or exchange rates than we would otherwise want to bear. In addition, hedging losses in any of our TRSs generally will not provide any tax benefit, except for being carried forward for possible use against future income or gain in the TRSs.

Distributions payable by REITs generally do not qualify for preferential tax rates, which could reduce the demand for and market price of our common stock.

Dividends payable by United States corporations to noncorporate stockholders, such as individuals, trusts and estates, are generally eligible for reduced United States federal income tax rates applicable to "qualified dividends". Distributions paid by REITs generally are not treated as "qualified dividends" under the Code, and the reduced rates applicable to such dividends do not generally apply. However, REIT dividends paid to noncorporate stockholders that meet specified holding period requirements are generally taxed at an effective tax rate lower than applicable ordinary income tax rates due to the availability of a deduction under the Code for specified forms of income from passthrough entities. More favorable rates will nevertheless continue to apply to regular corporate "qualified" dividends, which may cause some investors to perceive that an investment in a REIT is less attractive than an investment in a non-REIT entity that pays dividends, thereby reducing the demand and market price of our common stock.

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The ownership and transfer restrictions contained in our certificate of incorporation may not protect our qualification for taxation as a REIT, could have unintended antitakeover effects and may prevent our stockholders from receiving a takeover premium.

In order for us to remain qualified for taxation as a REIT, no more than 50% of the value of outstanding shares of our capital stock may be owned, beneficially or constructively, by five or fewer individuals at any time during the last half of each taxable year. In addition, rents from "affiliated tenants" will not qualify as qualifying REIT income if we own 10% or more by vote or value of the customer, whether directly or after application of attribution rules under the Code. Subject to certain exceptions, our certificate of incorporation prohibits any stockholder from owning, beneficially or constructively, more than (i) 9.8% in value of the outstanding shares of all classes or series of our capital stock or (ii) 9.8% in value or number, whichever is more restrictive, of the outstanding shares of any class or series of our capital stock. We refer to these restrictions collectively as the "ownership limits" and we included them in our certificate of incorporation to facilitate our compliance with REIT tax rules. The constructive ownership rules under the Code are complex and may cause the outstanding stock owned by a group of related individuals or entities to be deemed to be constructively owned by one individual or entity. As a result, the acquisition of less than 9.8% of our outstanding common stock (or the outstanding shares of any class or series of our capital stock) by an individual or entity could cause that individual or entity or another individual or entity to own constructively in excess of the relevant ownership limits. Any attempt to own or transfer shares of our common stock or of any of our other capital stock in violation of these restrictions may result in the shares being automatically transferred to a charitable trust or may be void. Even though our certificate of incorporation contains the ownership limits, there can be no assurance that these provisions will be effective to prevent our qualification for taxation as a REIT from being jeopardized, including under the affiliated tenant rule. Furthermore, there can be no assurance that we will be able to monitor and enforce the ownership limits. If the restrictions in our certificate of incorporation are not effective and, as a result, we fail to satisfy the REIT tax rules described above, then, absent an applicable relief provision, we will fail to remain qualified for taxation as a REIT.

In addition, the ownership and transfer restrictions could delay, defer or prevent a transaction or a change in control that might involve a premium price for our stock or otherwise be in the best interest of our stockholders. As a result, the overall effect of the ownership and transfer restrictions may be to render more difficult or discourage any attempt to acquire us, even if such acquisition may be favorable to the interests of our stockholders.

Legislative or other actions affecting REITs could have a negative effect on us or our stockholders.

At any time, the federal or state income tax laws governing REITs, the administrative interpretations of those laws, or local laws impacting our REIT structure for our international operations may be amended. Federal, state and local tax laws are constantly under review by persons involved in the legislative process, the United States Internal Revenue Service, the United States Department of the Treasury and state and local taxing authorities. Changes to the tax laws, regulations and administrative interpretations or local laws governing our international operations, which may have retroactive application, could adversely affect us. In addition, some of these changes could have a more significant impact on us as compared to other REITs due to the nature of our business and our substantial use of TRSs, particularly non-United States TRSs, or how we have structured our operations outside the United States to comply with REIT qualification requirements. We cannot predict with certainty whether, when, in what forms, or with what effective dates, the tax laws, regulations, administrative interpretations or local laws applicable to us may be changed or if such laws would impact our ability to remain qualified for taxation as a REIT or the costs of doing so.

GENERAL RISK FACTORS

Our cash distributions are not guaranteed and may fluctuate.

As a REIT, we are generally required to distribute at least 90% of our REIT taxable income to our stockholders. Furthermore, we are committed to growing our dividends, and have stated this publicly.

Our board of directors, in its sole discretion, will determine, on a quarterly basis, the amount of cash to be distributed to our stockholders based on a number of factors including, but not limited to, our results of operations, cash flow and capital requirements, economic conditions, tax considerations, borrowing capacity and other factors, including debt covenant restrictions that may impose limitations on cash payments, future acquisitions and divestitures, any stock repurchase program and general market demand for our space and related services. Consequently, our distribution levels may fluctuate and we may not be able to meet our public commitments with respect to dividend growth.

Our business could be adversely impacted if there are deficiencies in our disclosure controls and procedures or internal control over financial reporting.

The design and effectiveness of our disclosure controls and procedures and internal control over financial reporting may not prevent all errors, misstatements or misrepresentations. While management will continue to review the effectiveness of our disclosure controls and procedures and internal control over financial reporting, there can be no guarantee that our internal control over financial reporting will be effective in accomplishing all control objectives all of the time. Furthermore, our disclosure controls and procedures and internal control over financial reporting with respect to entities that we do not control or manage may be substantially more limited than those we maintain with respect to the subsidiaries that we have controlled or managed over the course of time. Deficiencies, including any material weakness, in our internal control over financial reporting which may occur in the future could result in misstatements of our results of operations, restatements of our financial statements, a decline in our stock price, or otherwise materially adversely affect our business, reputation, results of operations, financial condition or liquidity.

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We face competition for customers.

We compete with multiple businesses in all geographic areas where we operate; our current or potential customers may choose to use those competitors instead of us. In addition, if we are successful in winning record storage customers from competitors, the process of moving their stored records into our facilities is often costly and time consuming. We also compete, in some of our business lines, with our current and potential customers’ internal storage and information management services capabilities and their cloud-based alternatives. These organizations may not begin or continue to use us for their future storage and information management service needs.

The performance of our businesses relies on our ability to attract, develop, and retain talented personnel, while controlling our labor costs.

We are highly dependent on skilled and qualified personnel to operate our businesses. Furthermore, our contracts with the United States Government require us to use personnel with security clearances, and we may not be successful or may experience delays in attracting, training or retaining qualified personnel with the requisite skills or security clearances. The failure to attract and retain qualified employees or to effectively control our labor costs could negatively affect our competitive position and operating results. Our ability to control labor costs and attract qualified personnel is subject to numerous external factors, including prevailing wages, labor shortages, the impact of legislation or regulations governing wages and hours, labor relations, immigration, healthcare and other benefits, other employment-related costs and the hiring practices of our competitors.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion should be read in conjunction with the Consolidated Financial Statements and Notes thereto and the other financial and operating information included elsewhere in this Annual Report.

This discussion contains "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995 and in other securities laws. See "Cautionary Note Regarding Forward-Looking Statements" on page iii of this Annual Report and "Item 1A. Risk Factors" beginning on page  8 of this Annual Report.

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OVERVIEW

PROJECT MATTERHORN

In 2025, we completed our investments in Project Matterhorn, a global program designed to accelerate the growth of our business, which we announced in September 2022. Project Matterhorn investments focused on transforming our operating model to a global operating model. Project Matterhorn enabled the development of a solution-based sales approach that allowed us to optimize our shared services and best practices to better serve our customers' needs. As part of this, we invested to accelerate growth and to capture a greater share of the large, global addressable markets in which we operate. We incurred approximately $574.4 million in Restructuring and other transformation costs related to Project Matterhorn since its inception. During the years ended December 31, 2025 and 2024, we incurred approximately $195.9 million and $161.4 million, respectively, in Restructuring and other transformation costs related to Project Matterhorn. Costs were comprised of (1) restructuring costs, which included (i) site consolidation and other related exit costs, (ii) employee severance costs and (iii) certain professional fees associated with these activities, and (2) other transformation costs, which included professional fees such as project management costs and costs for third party consultants who assisted in the enablement of our growth initiatives.

GENERAL

RESULTS OF OPERATIONS - KEY TRENDS

• Our organic storage rental revenue growth is primarily driven by revenue management in our Global RIM Business segment, where we expect volume to be relatively stable in the near term, as well as by growth in our Global Data Center Business segment, primarily driven by lease commencements.

• Our organic service revenue growth is primarily driven by new and existing digital offerings, traditional records management services and services in our asset lifecycle management ("ALM") business, all of which we expect to grow in the near term and benefit our organic service revenue growth in 2026.

• We expect continued total revenue and Adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA") growth in 2026 as a result of our focus on new product and service offerings, cross-selling opportunities, innovation, customer solutions and market expansion in line with our growth strategies.

Our revenues consist of storage rental revenues and service revenues and are reflected net of sales and value-added taxes. Storage rental revenues, which are considered a key driver of financial performance for the storage and information management services industry, consist primarily of recurring periodic rental charges related to the storage of materials or data (generally on a per unit basis) that are typically retained by customers for many years and of revenues associated with our data center operations. Service revenues include charges for related service activities, the most significant of which include: (1) the handling of records, including the addition of new records, temporary removal of records from storage, refiling of removed records, customer termination and permanent withdrawal fees, project revenues and courier operations, consisting primarily of the pickup and delivery of records upon customer request; (2) secure shredding of sensitive documents and the subsequent sale of shredded paper for recycling, the price of which can fluctuate from period to period; (3) the decommissioning, data erasure, processing and disposition, and recycling or sale of IT hardware and component assets; and (4) digital solutions, including the scanning, imaging and document conversion services of active and inactive records, consulting services and the sale of software as a service, including our Digital Experience Platform.

Cost of sales (excluding depreciation and amortization) consists primarily of labor, including wages and benefits for field personnel, facility occupancy costs (including rent and utilities), data center pass-through power costs, transportation expenses (including vehicle leases and fuel), other product cost of sales and other equipment costs and supplies. Of these, labor and facility occupancy costs are the most significant. Selling, general and administrative expenses consist primarily of wages and benefits for management, administrative, IT, sales, account management and marketing personnel, as well as expenses related to communications, travel, professional fees, bad debts, training, office equipment and supplies.

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Cost of sales (excluding depreciation and amortization) and Selling, general and administrative expenses for the year ended December 31, 2025 consists of the following:

COST OF SALES

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Trends in facility occupancy costs are impacted by:

• the total number of facilities we occupy;

• the mix of properties we own versus properties we lease;

• fluctuations in per square foot occupancy costs;

• the levels of utilization of these properties; and

• data center power costs.

Trends in total wages and benefits in dollars and as a percentage of total revenue are influenced by :

• changes in headcount and compensation levels ;

• achievement of incentive compensation targets ;

• workforce productivity ; and

• variability in costs associated with medical insurance and workers’ compensation.

Our depreciation charges result primarily from depreciation related to storage systems, which include buildings, building and leasehold improvements, data center infrastructure, racking structures and computer systems hardware and software. Our amortization charges relate primarily to customer and supplier relationship intangible assets, Contract Costs (as defined below in Critical Accounting Estimates ) and data center lease-based intangible assets. Both depreciation and amortization are impacted by the timing of acquisitions.

Our consolidated revenues and expenses are subject to the net effect of foreign currency translation related to our operations outside the United States. It is difficult to predict the future fluctuations of foreign currency exchange rates and how those fluctuations will impact our Consolidated Statements of Operations. As a result of the relative size of our international operations, these fluctuations may be material on individual balances. Our revenues and expenses from our international operations are generally denominated in the local currency of the country in which they are derived or incurred. Therefore, the impact of currency fluctuations on our operating income and operating margin is partially mitigated. In order to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency fluctuations, we compare the percentage change in the results from one period to another period in this report using constant currency presentation. The constant currency growth rates are calculated by translating the 2024 results at the 2025 average exchange rates. Constant currency growth rates are a non-GAAP measure.

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The following table is a comparison of underlying average exchange rates of the foreign currencies that had the most significant impact on our United States dollar-reported revenues and expenses:

PERCENTAGE OF

UNITED STATES DOLLAR-

REPORTED REVENUE FOR THE

YEAR ENDED DECEMBER 31,

AVERAGE EXCHANGE RATES

FOR THE YEAR ENDED

DECEMBER 31,

PERCENTAGE

(WEAKENING) / STRENGTHENING OF

FOREIGN CURRENCY

Australian dollar

British pound sterling

Canadian dollar

Euro

The percentage of United States dollar-reported revenues for all other foreign currencies was 13.0% and 13.6% for the years ended December 31, 2025 and 2024, respectively.

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NON-GAAP MEASURES

ADJUSTED EBITDA

We define Adjusted EBITDA as net income (loss) before interest expense, net, provision (benefit) for income taxes, depreciation and amortization (inclusive of our share of Adjusted EBITDA from our unconsolidated joint ventures), and excluding certain items we do not believe to be indicative of our core operating results, specifically:

EXCLUDED

• Acquisition and Integration Costs (as defined below)

• Restructuring and other transformation

• Loss (gain) on disposal/write-down of property, plant and equipment, net (including real estate)

• Other expense (income), net

• Stock-based compensation expense

• Intangible impairments

Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by total revenues. We also show Adjusted EBITDA and Adjusted EBITDA Margin for each of our reportable segments under "Results of Operations – Segment Analysis" below.

Adjusted EBITDA excludes both interest expense, net and the provision (benefit) for income taxes. These expenses are associated with our capitalization and tax structures, which we do not consider when evaluating the operating profitability of our core operations. Adjusted EBITDA does not include depreciation and amortization expenses, in order to eliminate the impact of capital investments, which we evaluate by comparing capital expenditures to incremental revenue generated and as a percentage of total revenues. Adjusted EBITDA and Adjusted EBITDA Margin should be considered in addition to, but not as a substitute for, other measures of financial performance reported in accordance with accounting principles generally accepted in the United States of America ("GAAP"), such as operating income, net income (loss) or cash flows from operating activities.

RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA (IN THOUSANDS):

YEAR ENDED DECEMBER 31,

Net Income (Loss)

Add/(Deduct):

Interest expense, net

Provision (benefit) for income taxes

Depreciation and amortization

Acquisition and Integration Costs (1)

Restructuring and other transformation

Loss (gain) on disposal/write-down of property, plant and equipment, net (including real estate)

Other expense (income), net, excluding our share of losses (gains) from our unconsolidated joint ventures (2)

Stock-based compensation expense

Our share of Adjusted EBITDA reconciling items from our unconsolidated joint ventures

Adjusted EBITDA

(1) Represent operating expenditures directly associated with the closing and integration activities of our business acquisitions that have closed, or are highly probable of closing, and include (i) advisory, legal and professional fees to complete business acquisitions and (ii) costs to integrate acquired businesses into our existing operations, including move, severance and system integration costs (collectively, "Acquisition and Integration Costs").

(2) Includes foreign currency transaction losses (gains), net, debt extinguishment expense and other, net. See Note 2.v. to Notes to Consolidated Financial Statements included in this Annual Report for additional information regarding the components of Other expense (income), net.

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ADJUSTED EPS

We define Adjusted EPS as reported earnings per share fully diluted from net income (loss) attributable to Iron Mountain Incorporated (inclusive of our share of adjusted losses (gains) from our unconsolidated joint ventures) and excluding certain items, specifically:

EXCLUDED

• Acquisition and Integration Costs

• Restructuring and other transformation

• Loss (gain) on disposal/write-down of property, plant and equipment, net (including real estate)

• Other expense (income), net

• Stock-based compensation expense

• Non-cash amortization related to derivative instruments

• Tax impact of reconciling items and discrete tax items

• Amortization related to the write-off of certain customer relationship intangible assets

We do not believe these excluded items to be indicative of our ongoing operating results, and they are not considered when we are forecasting our future results. We believe Adjusted EPS is of value to our current and potential investors when comparing our results from past, present and future periods.

RECONCILIATION OF REPORTED EPS—FULLY DILUTED FROM NET INCOME (LOSS) ATTRIBUTABLE TO IRON MOUNTAIN INCORPORATED TO ADJUSTED EPS—FULLY DILUTED FROM NET INCOME (LOSS) ATTRIBUTABLE TO IRON MOUNTAIN INCORPORATED:

YEAR ENDED DECEMBER 31,

Reported EPS—Fully Diluted from Net Income (Loss) Attributable to Iron Mountain Incorporated

Add/(Deduct):

Acquisition and Integration Costs

Restructuring and other transformation

Loss (gain) on disposal/write-down of property, plant and equipment, net (including real estate)

Other expense (income), net, excluding our share of losses (gains) from our unconsolidated joint ventures

Stock-based compensation expense

Non-cash amortization related to derivative instruments (1)

Tax impact of reconciling items and discrete tax items (2)

Income (Loss) Attributable to Noncontrolling Interests

Adjusted EPS—Fully Diluted from Net Income (Loss) Attributable to Iron Mountain Incorporated (3)

(1) Relates to the amortization of the excluded component of our cross-currency swap agreements, which is recognized on a straight-line basis as a component of Interest expense, net in our Consolidated Statements of Operations.

(2) The differences between our effective tax rates and our structural tax rate (or adjusted effective tax rates) for the years ended December 31, 2025 and 2024 are primarily due to (i) the reconciling items above, which impact our reported Net Income (Loss) Before Provision (Benefit) for Income Taxes but have an insignificant impact on our reported Provision (Benefit) for Income Taxes and (ii) other discrete tax items. Our structural tax rate for purposes of the calculation of Adjusted EPS for the years ended December 31, 2025 and 2024 was 13.1% and 15.6%, respectively.

(3) Columns may not foot due to rounding.

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FFO (NAREIT) AND FFO (NORMALIZED)

Funds from operations ("FFO") is defined by the National Association of Real Estate Investment Trusts as net income (loss) excluding depreciation on real estate assets, losses and gains on sale of real estate, net of tax, and amortization of data center leased-based intangibles ("FFO (Nareit)"). We calculate our FFO measures, including FFO (Nareit), adjusting for our share of reconciling items from our unconsolidated joint ventures. FFO (Nareit) does not give effect to real estate depreciation because these amounts are computed, under GAAP, to allocate the cost of a property over its useful life. Because values for well-maintained real estate assets have historically increased or decreased based upon prevailing market conditions, we believe that FFO (Nareit) provides investors with a clearer view of our operating performance. Our most directly comparable GAAP measure to FFO (Nareit) is net income (loss).

We modify FFO (Nareit), as is common among REITs seeking to provide financial measures that most meaningfully reflect their particular business ("FFO (Normalized)"). Our definition of FFO (Normalized) excludes certain items included in FFO (Nareit) that we believe are not indicative of our core operating results, specifically:

EXCLUDED

• Acquisition and Integration Costs

• Restructuring and other transformation

• Loss (gain) on disposal/write-down of property, plant and equipment, net (excluding real estate)

• Other expense (income), net

• Stock-based compensation expense

• Non-cash amortization related to derivative instruments

• Real estate financing lease depreciation

• Tax impact of reconciling items and discrete tax items

• Intangible impairments

• (Income) loss from discontinued operations, net of tax

RECONCILIATION OF NET INCOME (LOSS) TO FFO (NAREIT) AND FFO (NORMALIZED) (IN THOUSANDS):

YEAR ENDED DECEMBER 31,

Net Income (Loss)

Add/(Deduct):

Real estate depreciation (1)

(Gain) loss on sale of real estate, net of tax (2)

Data center lease-based intangible assets amortization (3)

Our share of FFO (Nareit) reconciling items from our unconsolidated joint ventures

FFO (Nareit)

Add/(Deduct):

Acquisition and Integration Costs

Restructuring and other transformation

Loss (gain) on disposal/write-down of property, plant and equipment, net (excluding real estate)

Other expense (income), net, excluding our share of losses (gains) from our unconsolidated joint ventures

Stock-based compensation expense

Non-cash amortization related to derivative instruments

Real estate financing lease depreciation

Tax impact of reconciling items and discrete tax items (4)

Our share of FFO (Normalized) reconciling items from our unconsolidated joint ventures

FFO (Normalized)

(1) Includes depreciation expense related to owned real estate assets (land improvements, buildings, building and leasehold improvements, data center infrastructure and racking structures), excluding depreciation related to real estate financing leases.

(2) Tax (benefit) expense associated with the gain on sale of real estate for the years ended December 31, 2025 and 2024 was approximately $(0.2) million and $1.1 million, respectively.

(3) Includes amortization expense for Data Center In-Place Leases and Data Center Tenant Relationships as defined in Note 2.m. to Notes to Consolidated Financial Statements included in this Annual Report.

(4) Represents the tax impact of (i) the reconciling items above, which impact our reported Net Income (Loss) Before Provision (Benefit) for Income Taxes but has an insignificant impact on our reported Provision (Benefit) for Income Taxes and (ii) other discrete tax items. Discrete tax items resulted in a provision (benefit) for income taxes of $2.0 million and $(6.2) million for the years ended December 31, 2025 and 2024, respectively.

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CRITICAL ACCOUNTING ESTIMATES

Our discussion and analysis of our financial condition and results of operations are based upon our Consolidated Financial Statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of the financial statements and for the period then ended. On an ongoing basis, we evaluate the estimates used. We base our estimates on historical experience, actuarial estimates, current conditions and various other assumptions that we believe to be reasonable under the circumstances. These estimates form the basis for making judgments about the carrying values of assets and liabilities and are not readily apparent from other sources. Actual results may differ from these estimates. The following should be read in conjunction with Note 2 to Notes to Consolidated Financial Statements included in this Annual Report, which provides a summary of our significant accounting policies. Our critical accounting estimates include the following, which are listed in no particular order:

REVENUE RECOGNITION

Revenue is recognized when or as control of promised goods or services is transferred to the customer, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. See Note 2.s. to Notes to Consolidated Financial Statements included in this Annual Report for additional details on our revenue recognition policies. The majority of our revenue is recognized in accordance with Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers ("ASC 606"), the application of which requires that we make significant judgments related to performance obligations and the transfer of control to the customer. Storage revenue for our Global Data Center Business is recognized in accordance with ASC Topic 842, Leases.

We have determined that the majority of our contracts contain series performance obligations which qualify to be recognized under a practical expedient available in ASC 606 known as the "right to invoice". This determination allows variable consideration in such contracts to be allocated to and recognized in the period to which the consideration relates, which is typically the period in which it is billed, rather than requiring estimation of variable consideration at the inception of the contract.

Certain costs to fulfill or obtain customer contracts and certain initial direct costs of obtaining leases, including the costs associated with the initial movement of customer records into physical storage and certain commission expenses, are collectively referred to as "Contract Costs". Contract Costs are capitalized and amortized as a component of depreciation and amortization in our Consolidated Statements of Operations, generally over a three year term, which we have determined is consistent with the transfer of the underlying performance obligations to which the assets relate or the lease term. Different determinations on term length would result in differences in the amount and timing of amortization expense recognized.

ACCOUNTING FOR ACQUISITIONS

Part of our growth strategy has been to acquire businesses. The purchase price of each acquisition is determined after due diligence of the target business, market research, strategic planning and the forecasting of expected future results and synergies. Estimated future results and expected synergies are subject to revisions as we integrate each acquisition and attempt to leverage resources.

Accounting for acquisitions of a business has resulted in the capitalization of the cost in excess of the estimated fair value of the net assets acquired in each of these acquisitions as goodwill. We estimate the fair values of the assets acquired in each acquisition as of the date of acquisition and these estimates are subject to adjustment based on the final assessments of the fair value of intangible assets (primarily customer and supplier relationship and data center lease-based intangible assets), property, plant and equipment (primarily buildings, building and leasehold improvements, data center infrastructure and racking structures), operating leases, contingencies and income taxes (primarily deferred income taxes). See Note 3 to Notes to Consolidated Financial Statements included in this Annual Report for a description of recent acquisitions.

Determining the fair values of the net assets acquired requires management’s judgment and often involves the use of assumptions with respect to future cash inflows and outflows, discount rates and market data, among other items. As it relates to our data center acquisitions, the fair values of the net assets acquired requires management’s judgment and often involves the use of assumptions with respect to (i) certain economic costs (as described more fully in Note 2.m. to Notes to Consolidated Financial Statements included in this Annual Report) avoided by acquiring a data center operation with active tenants that would have otherwise been incurred if the data center operation was purchased vacant, (ii) market rental rates and (iii) expectations of lease renewals and extensions. Due to the inherent uncertainty of future events, actual values of net assets acquired could be different from our estimated fair values and could have a material impact on our financial statements.

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Of the net assets acquired in our acquisitions, the fair value of owned buildings, including data center infrastructure and building improvements, customer and supplier relationship and data center lease-based intangible assets, racking structures and operating leases are generally the most common and most significant. For significant acquisitions or acquisitions involving new markets or new products, we generally use third parties to assist us in estimating the fair value of owned buildings, including data center infrastructure and building improvements, customer and supplier relationship and lease-based intangible assets and market rental rates for acquired operating leases. For acquisitions that are not significant or do not involve new markets or new products, we generally use third parties to assist us in estimating the fair value of owned buildings, including data center infrastructure and building improvements, and market rental rates for acquired operating leases. When not using third party appraisals of the fair value of acquired net assets, the fair value of acquired customer and supplier relationship intangible assets, above and below market in-place operating leases, and racking structures is determined internally. When estimating fair values internally, we use discounted cash flow models to determine the fair value of customer and supplier relationship intangible assets, which requires a significant amount of judgment by management, including estimating expected lives of the relationships, expected future cash flows and discount rates. The fair value of above and below market in-place operating leases is determined internally using a discounted cash flow model, utilizing the difference in cash flows between the contractual lease payments over the remaining lease term and estimated market rental rates on comparable assets at the time of the acquisition. The fair value of acquired racking structures is determined internally by taking current estimated replacement cost at the date of acquisition for the quantity of racking structures acquired, discounted to take into account the quality (e.g. age, material and type) of the racking structures. We determine the fair value of tangible data center assets using an estimated replacement cost at the date of acquisition, then discounting for age, economic and functional obsolescence.

The fair value of the deferred purchase obligation associated with the Regency Transaction (as defined in Note 3 to Notes to Consolidated Financial Statements included in this Annual Report) was initially established utilizing a Monte-Carlo simulation model and takes into account our forecasted projections as it relates to the underlying performance of the business. The Monte-Carlo simulation model incorporates assumptions as to expected revenue over the achievement period, including adjustments for volatility and timing, as well as discount rates that account for the risk of the arrangement and overall market risks.

Our estimates of fair value are based upon assumptions believed to be reasonable at that time but which are inherently uncertain and unpredictable. Assumptions may be incomplete or inaccurate, and unanticipated events and circumstances may occur, which may affect the accuracy of such assumptions. There were no material acquisitions in 2025.

IMPAIRMENT OF TANGIBLE AND INTANGIBLE ASSETS

ASSETS SUBJECT TO DEPRECIATION OR AMORTIZATION

We review long-lived assets, including finite-lived intangible assets, for impairment whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. Examples of events or circumstances that may be indicative of impairment include, but are not limited to:

• A significant decrease in the market price of an asset;

• A significant change in the extent or manner in which a long-lived asset is being used or in its physical condition;

• A significant adverse change in legal factors or in the business climate that could affect the value of the asset;

• An accumulation of costs significantly greater than the amount originally expected for the acquisition or construction of an asset;

• A current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset; and

• A current expectation that, more likely than not, an asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life.

If events indicate the carrying value of such assets may not be recoverable, recoverability of these assets is determined by comparing the sum of the forecasted undiscounted net cash flows of the operation to which the assets relate to their carrying amount. The operations are generally distinguished by the business segment and geographic region in which they operate. If it is determined that we are unable to recover the carrying amount of the assets, the long-lived assets are written down, on a pro rata basis, to fair value. Fair value is determined based on discounted cash flows or appraised values, depending upon the nature of the assets.

We did not record impairment charges for any of our long-lived assets or finite-lived intangibles during the years ended December 31, 2025 and 2024.

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GOODWILL AND OTHER INDEFINITE-LIVED INTANGIBLE ASSETS NOT SUBJECT TO AMORTIZATION

Goodwill and intangible assets with indefinite lives are not amortized but are reviewed annually for impairment, or more frequently if impairment indicators arise. Other than goodwill, we currently have no intangible assets that have indefinite lives and which are not amortized. See Note 2.l. to Notes to Consolidated Financial Statements included in this Annual Report for additional details on our goodwill and other indefinite-lived intangible assets policies.

We have selected October 1 as our annual goodwill impairment review date. We have performed our annual goodwill impairment review as of October 1, 2025 and 2024. We concluded that as of October 1, 2025 and 2024, goodwill was not impaired.

Our reporting units at which level we performed our goodwill impairment analysis as of October 1, 2025 were as follows:

• North American Records and Information Management reporting unit ("North America RIM")

• Europe Records and Information Management reporting unit ("Europe RIM")

• Latin America Records and Information Management reporting unit ("Latin America RIM")

• Asia, Australia and New Zealand Records and Information Management reporting unit ("APAC RIM")

• Media and Archive Services

• Global Data Center

• Fine Arts

• ALM

See Note 2.l. to Notes to Consolidated Financial Statements included in this Annual Report for a description of our reporting units.

Based on our goodwill impairment analysis as of October 1, 2025, all of our reporting units had estimated fair values exceeding their carrying values. The ALM reporting unit represented approximately $780.3 million, or 14.8%, of our consolidated goodwill balance at December 31, 2025, and its fair value is sensitive to changes in our assumptions. The following is a summary of the ALM reporting unit including the goodwill balance (in thousands), the percentage by which the fair value of the reporting unit exceeded its carrying value and certain key assumptions used by us in determining the fair value of the reporting unit as of October 1, 2025:

REPORTING UNIT

GOODWILL

BALANCE AT

OCTOBER 1,

PERCENTAGE BY

WHICH THE FAIR VALUE

OF THE REPORTING

UNIT EXCEEDED THE

REPORTING UNIT

CARRYING VALUE AS OF

OCTOBER 1, 2025

KEY ASSUMPTIONS IN THE FAIR VALUE OF REPORTING UNIT

MEASUREMENT AS OF OCTOBER 1, 2025

DISCOUNT

RATE

AVERAGE ANNUAL

ADJUSTED EBITDA

MARGIN USED IN

DISCOUNTED

CASH FLOW

AVERAGE

ANNUAL CAPITAL

EXPENDITURES AS

PERCENTAGE OF

REVENUE (1)

TERMINAL

GROWTH

RATE (2)

ALM

(1) For purposes of our goodwill impairment analysis, the term "capital expenditures" includes both growth investment and recurring capital expenditures.

(2) Terminal growth rates are applied after year 10 of our discounted cash flow analysis.

The following includes supplemental information to the table above for the ALM reporting unit where the estimated fair value exceeded its carrying value by approximately 93.7% as of October 1, 2025. The fair value of our ALM reporting unit was determined using a Discounted Cash Flow Model approach. We do not use a Market Approach when determining the fair value of our ALM reporting unit given a lack of directly comparable publicly traded guideline companies to ALM. The success of these businesses and the achievement of certain key assumptions developed by management and used in the Discounted Cash Flow Model are contingent upon various factors including, but not limited to, (i) achieving growth from existing customers, (ii) sales to new customers, (iii) increased market penetration and (iv) market pricing trends of IT hardware and component assets.

ALM

Our ALM business provides hyperscale and corporate IT infrastructure managers with services and solutions that enable the decommissioning, data erasure, processing and disposition, and recycling or sale of IT hardware and component assets. ALM services are enabled by: (i) secure logistics, chain of custody and complete asset traceability practices; (ii) environmentally-responsible asset processing and recycling; and (iii) data sanitization and asset refurbishment services that enable value recovery through asset remarketing. The assumptions we used in determining fair value reflect the ongoing and anticipated expansion of these services, the maintenance and further development of the supplier relationships required to expand this business and meet customer demand and decommissioning schedules of our supplier's IT hardware and component assets, as well as demand for such assets at that time. The assumptions used also reflect market pricing for IT hardware and component assets that is consistent with the normalized pricing we observed in the current year.

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KEY ASSUMPTIONS FOR ALL REPORTING UNITS

The fair values of our reporting units are generally determined using a combined approach based on the present value of future cash flows (the "Discounted Cash Flow Model") and market multiples (the "Market Approach"). There are inherent uncertainties and judgments involved when determining the fair value of the reporting units for purposes of our annual goodwill impairment testing. Key factors that could reasonably be expected to have a negative impact on the estimated fair value of these reporting units and potentially result in impairment charges include, but are not limited to: (i) a deterioration in general economic conditions, (ii) significant adverse changes in regulatory factors or in the business climate, (iii) adverse actions or assessment by regulators and (iv) changes in market trends due to the evolution of technology, all of which could result in adverse changes to the key assumptions used in valuing the reporting units. The inability to meet the assumptions used in the Discounted Cash Flow Model and Market Approach for each of the reporting units, or future adverse market conditions not currently known, could lead to a fair value that is less than the carrying value in any one of our reporting units.

The Discounted Cash Flow Model incorporates significant assumptions including future revenue growth rates, operating margins, discount rates and capital expenditures. The Market Approach requires us to make assumptions related to EBITDA multiples. Changes in economic and operating conditions impacting these assumptions or changes in multiples could result in goodwill impairments in future periods. In conjunction with our annual goodwill impairment reviews, we reconcile the sum of the valuations of all of our reporting units to our market capitalization as of such dates.

Although we believe we have sufficient historical and projected information available to us to test for goodwill impairment, it is possible that actual results could differ from the estimates used in our impairment tests. Of the key assumptions that impact the goodwill impairment test, the expected future cash flows and discount rate are among the most sensitive and are considered to be critical assumptions, as changes to these estimates could have an effect on the estimated fair value of each of our reporting units. We have assessed the sensitivity of these assumptions on each of our reporting units as of October 1, 2025.

We noted that, based on the estimated fair value of our reporting units determined as of October 1, 2025:

• a hypothetical decrease of 10% in the expected annual future cash flows of these reporting units, with all other assumptions unchanged, would have decreased the estimated fair value of our reporting units as of October 1, 2025 by a range of approximately 9.4% to 10.6% but would not, however, have resulted in the carrying value of any of our reporting units exceeding their estimated fair value; and

• a hypothetical increase of 100 basis points in the discount rate, with all other assumptions unchanged, would have decreased the estimated fair value of our reporting units as of October 1, 2025 by a range of approximately 3.3% to 10.9% but would not, however, have resulted in the carrying value of any of our reporting units exceeding their estimated fair value.

At December 31, 2025, no factors were identified that would alter the conclusions of our October 1, 2025 goodwill impairment analysis. In making this assessment, we considered a number of factors including operating results, business plans, anticipated future cash flows, transactions and marketplace data. There are inherent uncertainties related to these factors and our judgment in applying them to the analysis of goodwill impairment.

INCOME TAXES

Accounting for income taxes requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the tax and financial reporting bases of assets and liabilities and for loss and credit carryforwards. We measure deferred tax assets and liabilities using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences and carryforwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities as a result of a change in tax rates is recognized in income in the period that the change is enacted. Valuation allowances are provided when recovery of deferred tax assets does not meet the more likely than not standard as defined in GAAP. Valuation allowances would be reversed as a reduction to the provision for income taxes if related deferred tax assets are deemed realizable based on changes in facts and circumstances relevant to the recoverability of the asset.

At December 31, 2025, we have federal net operating loss carryforwards of $116.2 million and disallowed interest expense carryforwards of $185.9 million, both of which can be carried forward indefinitely, and of which $109.9 million and $64.6 million, respectively, are expected to be realized to reduce future federal taxable income. We have assets for foreign net operating losses of $146.3 million and foreign disallowed interest expense carryforwards of $46.6 million, with various expiration dates (and in some cases no expiration date), subject to valuation allowances of approximately 77.5% and 26.8%, respectively. If actual results differ unfavorably from certain of our estimates used, we may not be able to realize all or part of our net deferred income tax assets and additional valuation allowances may be required. Although we believe our estimates are reasonable, no assurance can be given that our estimates reflected in the tax provisions and accruals will equal our actual results. These differences could have a material impact on our income tax provision and operating results in the period in which such determination is made.

We provide for foreign withholding taxes on the undistributed earnings of our foreign TRSs because it is not our intention to reinvest the undistributed earnings of our foreign TRSs indefinitely outside the United States. As a REIT, future repatriation of incremental undistributed earnings of our foreign subsidiaries will not be subject to federal or state income tax.

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RESULTS OF OPERATIONS

The following information summarizes our results of operations for the year ended December 31, 2025 compared to the year ended December 31, 2024. For a discussion of our results for the year ended December 31, 2024 compared to the year ended December 31, 2023, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our Annual Report on Form 10-K filed with the SEC on February 14, 2025.

COMPARISON OF YEAR ENDED DECEMBER 31, 2025 TO YEAR ENDED DECEMBER 31, 2024

(IN THOUSANDS):

YEAR ENDED DECEMBER 31,

DOLLAR

CHANGE

PERCENTAGE

CHANGE

Revenues

Operating Expenses

Operating Income

Other Expenses, Net

Net Income (Loss)

Net Income (Loss) Attributable to Noncontrolling Interests

Net Income (Loss) Attributable to Iron Mountain Incorporated

Adjusted EBITDA (1)

Adjusted EBITDA Margin (1)

(1) See "Non-GAAP Measures—Adjusted EBITDA" in this Annual Report for the definitions of Adjusted EBITDA and Adjusted EBITDA Margin, reconciliation of Net Income (Loss) to Adjusted EBITDA and a discussion of why we believe these non-GAAP measures provide relevant and useful information to our current and potential investors.

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REVENUES

Total revenues consist of the following (in thousands):

YEAR ENDED DECEMBER 31,

PERCENTAGE CHANGE

DOLLAR

CHANGE

ACTUAL

CONSTANT

CURRENCY (1)

IMPACT OF ACQUISITIONS

ORGANIC

GROWTH (2)

Storage Rental

Service

Total Revenues

(1) Constant currency growth rate, which is a non-GAAP measure, is calculated by translating the 2024 results at the 2025 average exchange rates.

(2) Our organic revenue growth rate, which is a non-GAAP measure, represents the year-over-year growth rate of our revenues excluding the impact of business acquisitions, divestitures and foreign currency exchange rate fluctuations. Our organic revenue growth rate includes the impact of acquisitions of customer relationships.

TOTAL REVENUES

For the year ended December 31, 2025, the increase in reported revenue was primarily driven by reported storage rental revenue growth and reported service revenue growth.

STORAGE RENTAL REVENUE AND SERVICE REVENUE

Primary factors influencing the change in reported storage rental revenue and reported service revenue for the year ended December 31, 2025 compared to the year ended December 31, 2024 include the following:

STORAGE RENTAL REVENUE

• organic storage rental revenue growth driven by revenue management in our Global RIM Business segment and lease commencements and improved pricing in our Global Data Center Business segment.

SERVICE REVENUE

• organic service revenue growth driven by increases in Global Digital Solutions and traditional service activity levels in our Global RIM Business segment and growth from new and existing customers in our ALM business; and

• an increase of $87.5 million due to acquisitions in our ALM business.

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OPERATING EXPENSES

COST OF SALES

Cost of sales (excluding depreciation and amortization) consists of the following expenses (in thousands):

YEAR ENDED DECEMBER 31,

PERCENTAGE CHANGE

CONSOLIDATED

REVENUES

PERCENTAGE

CHANGE

(FAVORABLE)/

UNFAVORABLE

DOLLAR CHANGE

ACTUAL

CONSTANT

CURRENCY

Labor

Facilities

Transportation

Product Cost of Sales and Other

Total Cost of sales

Primary factors influencing the change in reported Cost of sales for the year ended December 31, 2025 compared to the year ended December 31, 2024 include the following:

• an increase in labor costs driven by an increase in service activity, primarily within our Global RIM Business segment and ALM business, including the impact of recent acquisitions;

• an increase in facilities expenses, primarily driven by higher real estate taxes in our Global Data Center Business segment, and increases in utilities and rent expense; and

• an increase in product cost of sales and other in our ALM business in line with product sales increases from new and existing customers.

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SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative expenses consists of the following expenses (in thousands):

YEAR ENDED DECEMBER 31,

PERCENTAGE CHANGE

CONSOLIDATED

REVENUES

PERCENTAGE

CHANGE

(FAVORABLE)/

UNFAVORABLE

DOLLAR

CHANGE

ACTUAL

CONSTANT

CURRENCY

General, Administrative and Other

Sales, Marketing and Account Management

Total Selling, general and administrative expenses

Primary factors influencing the change in reported Selling, general and administrative expenses for the year ended December 31, 2025 compared to the year ended December 31, 2024 include the following:

• an increase in general, administrative and other expenses, primarily driven by higher compensation expense; and

• an increase in sales, marketing and account management expenses, primarily driven by higher compensation expense, and increased marketing costs.

DEPRECIATION AND AMORTIZATION

Our depreciation and amortization charges result primarily from depreciation related to storage systems, which include buildings, building and leasehold improvements, data center infrastructure, racking structures and computer systems hardware and software. Amortization relates primarily to customer and supplier relationship intangible assets, Contract Costs and data center lease-based intangible assets. Both depreciation and amortization are impacted by the timing of acquisitions.

Depreciation expense increased $101.6 million, or 16.1%, on a reported dollar basis for the year ended December 31, 2025 compared to the year ended December 31, 2024. See Note 2.i. to Notes to Consolidated Financial Statements included in this Annual Report for additional information regarding the useful lives over which our property, plant and equipment is depreciated.

Amortization expense increased $21.9 million, or 8.1%, on a reported dollar basis for the year ended December 31, 2025 compared to the year ended December 31, 2024.

ACQUISITION AND INTEGRATION COSTS

Acquisition and Integration Costs for the years ended December 31, 2025 and 2024 were approximately $19.5 million and $35.8 million, respectively.

RESTRUCTURING AND OTHER TRANSFORMATION

Restructuring and other transformation costs for the years ended December 31, 2025 and 2024 were approximately $195.9 million and $161.4 million, respectively, and related to operating expenses associated with the implementation of Project Matterhorn.

LOSS (GAIN) ON DISPOSAL/WRITE-DOWN OF PROPERTY, PLANT AND

EQUIPMENT, NET

Loss (gain) on disposal/write-down of property, plant and equipment, net for the years ended December 31, 2025 and 2024 was approximately $24.6 million and $6.2 million, respectively.

OTHER EXPENSES, NET

INTEREST EXPENSE, NET

Interest expense, net increased $107.8 million to $829.3 million in the year ended December 31, 2025 from $721.6 million in the year ended December 31, 2024. The increase is primarily due to higher average debt outstanding during the year ended December 31, 2025 compared to the prior year period. Our weighted average interest rate, inclusive of the fees associated with our outstanding letters of credit, was 5.6% and 5.7% at December 31, 2025 and 2024, respectively. See Note 6 to Notes to Consolidated Financial Statements included in this Annual Report for additional information regarding our indebtedness.

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OTHER EXPENSE (INCOME), NET

Other expense (income), net consists of the following (in thousands):

YEAR ENDED DECEMBER 31,

DOLLAR

CHANGE

DESCRIPTION

Foreign currency transaction losses (gains), net (1)

Debt extinguishment expense

Other, net

Other expense (income), net

(1) We recorded net foreign currency transaction losses of $105.6 million in the year ended December 31, 2025, based on period-end exchange rates. These losses resulted primarily from the impact of changes in the exchange rate of the British pound sterling and the Euro against the United States dollar compared to December 31, 2024 on our intercompany balances with and between certain of our subsidiaries.

PROVISION (BENEFIT) FOR INCOME TAXES

We have been organized and have operated as a REIT beginning with our taxable year ended December 31, 2014.

Our effective tax rates for the years ended December 31, 2025 and 2024 were 27.9% and 24.9%, respectively. Our effective tax rate is subject to variability in the future due to, among other items: (i) changes in the mix of income between our QRSs and our TRSs, as well as among the jurisdictions in which we operate, (ii) tax law changes, (iii) volatility in foreign exchange gains and losses, (iv) the timing of the establishment and reversal of tax reserves, (v) our ability to utilize net operating losses and interest expenses that we generate and (vi) the taxability or deductibility of significant transactions.

The primary reconciling items between the federal statutory tax rate of 21.0% and our overall effective tax rate were:

YEAR ENDED DECEMBER 31,

The lack of tax benefits recognized for the foreign exchange losses of $26.9 million and ordinary losses and disallowed interest expenses of certain entities of $16.7 million, as well as withholding tax expenses of $15.2 million, partially offset by the net benefits derived from the dividends paid deduction of $52.6 million.

The lack of tax benefits recognized for the ordinary losses and disallowed interest expenses of certain entities of $37.0 million and differences in the tax rates to which our foreign earnings are subject of $13.3 million, partially offset by the benefits derived from the dividends paid deduction of $33.9 million. In addition, we recorded gains and losses in Other expense (income), net during the period, for which there was no tax impact.

As a REIT, we are entitled to a deduction for dividends paid, resulting in a substantial reduction of federal income tax expense. As a REIT, substantially all of our income tax expense will be incurred based on the earnings generated by our foreign subsidiaries and our domestic TRSs.

We are subject to income taxes in the United States and numerous foreign jurisdictions. We are subject to examination by various tax authorities in jurisdictions in which we have business operations or a taxable presence. We regularly assess the likelihood of additional assessments by tax authorities and provide for these matters as appropriate. Although we believe our tax estimates are appropriate, the final determination of tax audits and any related litigation could result in changes in our estimates.

The OECD has issued proposals that change long-standing tax principles, including a global minimum tax rate of 15% ("Pillar Two"). While the United States has not enacted legislation to effectuate Pillar Two, Iron Mountain operates in many foreign jurisdictions that have enacted legislation to implement Pillar Two. Pillar Two became applicable for Iron Mountain beginning in 2024. Recent G7 Country (Canada, France, Germany, Italy, Japan and the UK) statements released a side-by-side ("SbS") safe harbor that exempts certain U.S.-parented groups from these rules. The side-by-side Safe Harbor provides that Multinational Enterprise G Groups with an Ultimate Parent Entity in a jurisdiction with qualified SbS regime will not be subject to the Income Inclusion Rule and Undertaxed Profits Rule if they elect the SbS Safe Harbor, applicable as of the beginning of 2026. Since we do not have material operations in jurisdictions with tax rates lower than the Pillar Two minimum, we are not expecting a material impact on our effective tax rate, corporate tax liabilities or cash tax liabilities. We continue to monitor United States and global legislative actions as well as administrative guidance related to Pillar Two for potential impacts.

On July 4, 2025, President Trump signed into law the reconciliation bill, commonly referred to as the One Big Beautiful Bill Act ("OBBBA"). The OBBBA introduces several changes to U.S. federal income tax law, such as suspending the capitalization and amortization of domestic research and development expenditures and reinstating bonus depreciation. It also modifies the deductions available for net controlled foreign corporation tested income (formerly referred to as "global intangible low-taxed income") from non-U.S. subsidiaries and changes the limitations on deductible interest. Under the prior law, not more than 20% of the value of a REIT’s total assets at the end of any quarter could be represented by securities of one or more taxable REIT subsidiaries; the OBBBA increased this threshold to 25% effective January 1, 2026. The effective dates of the OBBBA provisions range from 2025 through 2027. We do not expect the OBBBA provisions to have a material impact on our consolidated financial statements.

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NET INCOME (LOSS) AND ADJUSTED EBITDA

The following table reflects the effect of the foregoing factors on our net income (loss) and Adjusted EBITDA (in thousands):

YEAR ENDED DECEMBER 31,

DOLLAR

CHANGE

PERCENTAGE

CHANGE

Net Income (Loss)

Net Income (Loss) as a percentage of Revenue

Adjusted EBITDA

Adjusted EBITDA Margin

Adjusted EBITDA Margin for the year ended December 31, 2025 increased 90 basis points from the prior year driven by favorable overhead management, offset by changes in our revenue mix.

↑ INCREASED BY $337.6 MILLION

Adjusted EBITDA

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SEGMENT ANALYSIS

See the discussion of Business Segments under Item I and Note 10 to Notes to Consolidated Financial Statements, both included in this Annual Report, for a description of our reportable segments.

GLOBAL RIM BUSINESS (IN THOUSANDS)

YEAR ENDED DECEMBER 31,

PERCENTAGE CHANGE

DOLLAR

CHANGE

ACTUAL

CONSTANT

CURRENCY

IMPACT OF

ACQUISITIONS

ORGANIC

GROWTH

Storage Rental

Service

Segment Revenue

Segment Adjusted EBITDA

Segment Adjusted EBITDA Margin

SEGMENT ANALYSIS: GLOBAL RIM BUSINESS (IN MILLIONS)

Storage Rental

Revenue

Service

Revenue

Segment

Revenue

Segment Adjusted

EBITDA

Primary factors influencing the change in revenue and Adjusted EBITDA Margin in our Global RIM Business segment for the year ended December 31, 2025 compared to the year ended December 31, 2024 include the following:

• organic storage rental revenue growth driven by revenue management;

• organic service revenue growth primarily driven by increases in our Global Digital Solutions and growth in our traditional service activity levels; and

• a 10 basis point increase in Adjusted EBITDA Margin primarily driven by ongoing cost containment measures and revenue management.

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GLOBAL DATA CENTER BUSINESS (IN THOUSANDS)

YEAR ENDED DECEMBER 31,

PERCENTAGE CHANGE

IMPACT OF ACQUISITIONS

ORGANIC

GROWTH

DOLLAR

CHANGE

ACTUAL

CONSTANT

CURRENCY

Storage Rental

Service

Segment Revenue

Segment Adjusted EBITDA

Segment Adjusted EBITDA Margin

SEGMENT ANALYSIS: GLOBAL DATA CENTER BUSINESS (IN MILLIONS)

Storage Rental

Revenue

Service

Revenue

Segment

Revenue

Segment Adjusted

EBITDA

Primary factors influencing the change in revenue and Adjusted EBITDA Margin in our Global Data Center Business segment for the year ended December 31, 2025 compared to the year ended December 31, 2024 include the following:

• organic storage rental revenue growth from leases that commenced during 2025 and in prior periods, improved pricing and increased usage of pass-through power;

• an increase in Adjusted EBITDA primarily driven by organic storage rental revenue growth; and

• a 620 basis point increase in Adjusted EBITDA Margin reflecting recent lease commencements, improved pricing and cost containment.

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CORPORATE AND OTHER (IN THOUSANDS)

YEAR ENDED DECEMBER 31,

PERCENTAGE CHANGE

IMPACT OF

ACQUISITIONS

ORGANIC

GROWTH

DOLLAR

CHANGE

ACTUAL

CONSTANT

CURRENCY

Storage Rental

Service

Revenue

Adjusted EBITDA

Primary factors influencing the change in revenue and Adjusted EBITDA in Corporate and Other for the year ended December 31, 2025 compared to the year ended December 31, 2024 include the following:

• an increase in service revenue of $87.5 million due to acquisitions in our ALM business;

• organic service revenue growth in our ALM business driven by growth from new and existing customers and improved component pricing trends; and

• an improvement in Adjusted EBITDA driven by service revenue improvement in our ALM business.

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LIQUIDITY AND CAPITAL RESOURCES

GENERAL

We expect to meet our short-term and long-term cash flow requirements through cash generated from operations, cash on hand, borrowings under our Credit Agreement (as defined below), as well as other potential financings (such as the issuance of debt). Our cash flow requirements, both in the near and long term, include, but are not limited to, capital expenditures, the repayment of outstanding debt, shareholder dividends, potential business acquisitions and normal business operation needs.

PROJECT MATTERHORN

As disclosed above, as of December 31, 2025, we completed our investments in Project Matterhorn. We incurred approximately $574.4 million in Restructuring and other transformation costs related to Project Matterhorn since its inception. During the years ended December 31, 2025 and 2024, we incurred approximately $195.9 million and $161.4 million, respectively, in Restructuring and other transformation costs related to Project Matterhorn, which were comprised of (1) restructuring costs, which included (i) site consolidation and other related exit costs, (ii) employee severance costs and (iii) certain professional fees associated with these activities, and (2) other transformation costs, which included professional fees such as project management costs and costs for third party consultants who assisted in the enablement of our growth initiatives.

CASH FLOWS

The following is a summary of our cash balances and cash flows (in thousands) as of and for the years ended December 31,

Cash Flows from Operating Activities

Cash Flows from Investing Activities

Cash Flows from Financing Activities

Cash and Cash Equivalents, End of Year

A. CASH FLOWS FROM OPERATING ACTIVITIES

For the year ended December 31, 2025, net cash flows provided by operating activities increased by $143.3 million compared to the prior year period primarily due to an increase in net income (loss) (excluding non-cash charges) of $131.4 million and an increase in cash from working capital of $11.9 million.

B. CASH FLOWS FROM INVESTING ACTIVITIES

Our significant investing activities during the year ended December 31, 2025 included:

• Cash paid for capital expenditures of $2,271.6 million. Additional details of our capital spending are included in the "Capital Expenditures" section below.

• Cash paid for acquisitions, net of cash acquired, of $101.6 million, primarily funded by borrowings under the Revolving Credit Facility (as defined below).

C. CASH FLOWS FROM FINANCING ACTIVITIES

Our significant financing activities during the year ended December 31, 2025 included:

• Net proceeds of approximately $1,390.7 million associated with the issuance of the Euro Notes (as defined below).

• Net proceeds of approximately $1,006.4 million, primarily associated with borrowings under our Credit Agreement (as defined below) and our data center credit facilities, which were used to partially finance the construction of our data centers, offset by the repayment of the 3.875% GBP Senior Notes due 2025 (the "GBP Notes").

• Payment of dividends in the amount of $919.4 million on our common stock.

• Payments of deferred purchase obligations and other deferred payments of $240.7 million.

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CAPITAL EXPENDITURES

We present two categories of capital expenditures: (1) Growth Investment Capital Expenditures and (2) Recurring Capital Expenditures with the following sub-categories: (i) Data Center; (ii) Real Estate; (iii) Innovation and Other (for Growth Investment Capital Expenditures only); and (iv) Non-Real Estate (for Recurring Capital Expenditures only).

GROWTH INVESTMENT CAPITAL EXPENDITURES:

• Data Center: Expenditures primarily related to investments in the construction of data center facilities (including the acquisition of land), as well as investments to drive revenue growth, expand capacity or achieve operational or cost efficiencies.

• Real Estate: Expenditures primarily related to investments in land, buildings, building and leasehold improvements and racking structures to grow our revenues, extend the useful life of an asset or achieve operational or cost efficiencies.

• Innovation and Other: Discretionary capital expenditures for new products and services as well as computer hardware and software to drive revenue growth, expand capacity or to achieve operational cost efficiencies in businesses other than our data center business. Integration costs of acquisitions are also included.

RECURRING CAPITAL EXPENDITURES:

• Data Center: Expenditures related to the replacement of equivalent components and overall maintenance of existing data center assets.

• Real Estate: Expenditures primarily related to the replacement of components of real estate assets such as buildings, building and leasehold improvements and racking structures.

• Non-Real Estate: Expenditures primarily related to the replacement of containers and shred bins, warehouse equipment, fixtures, computer hardware, or third-party or internally-developed software assets that support the maintenance of existing revenues or avoidance of an increase in costs.

The following table presents our capital spend for 2025 and 2024 organized by the type of the spending as described above:

NATURE OF CAPITAL SPEND (IN THOUSANDS)

Growth Investment Capital Expenditures:

Data Center

Real Estate

Innovation and Other

Total Growth Investment Capital Expenditures

Recurring Capital Expenditures:

Data Center

Real Estate

Non-Real Estate

Total Recurring Capital Expenditures

Total Capital Spend (on accrual basis)

Net (decrease) increase in prepaid capital expenditures

Net (increase) decrease in accrued capital expenditures

Total Capital Spend (on cash basis)

Excluding capital expenditures associated with potential future acquisitions, we expect total capital expenditures of approximately $2,200.0 million for the year ending December 31, 2026. Of this, we expect capital expenditures for growth investment of approximately $2,050.0 million and recurring capital expenditures of approximately $150.0 million.

DIVIDENDS

See Note 8 to Notes to Consolidated Financial Statements included in this Annual Report for information on dividends.

NONCONTROLLING INTERESTS

In December 2025, we entered into an agreement with a partner to form our Iron Mountain Data Centers Arizona 3 JV, LP joint venture, which resulted in an initial Noncontrolling interest of approximately $74.8 million recorded in our Consolidated Balance Sheet at December 31, 2025.

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FINANCIAL INSTRUMENTS AND DEBT

Financial instruments that potentially subject us to credit risk consist principally of cash and cash equivalents (including money market funds and time deposits) and accounts receivable. We had no significant concentrations of liquid investments as of December 31, 2025.

Long-term debt as of December 31, 2025 is as follows (in thousands):

DECEMBER 31, 2025

DEBT (INCLUSIVE

OF DISCOUNT)

UNAMORTIZED

DEFERRED

FINANCING COSTS

CARRYING

AMOUNT

Revolving Credit Facility

Term Loan A

Term Loan B

Virginia 3 Term Loans

Virginia 6 Term Loans

Virginia 7 Term Loans

Virginia 4/5 Term Loans due 2030

Australian Dollar Term Loan (the "AUD Term Loan")

UK Revolving Credit Facility

4 7 / 8 % Senior Notes due 2027 (the "4 7 / 8 % Notes due 2027")

5 1 / 4 % Senior Notes due 2028 (the "5 1 / 4 % Notes due 2028")

5% Senior Notes due 2028 (the "5% Notes due 2028")

7% Senior Notes due 2029 (the "7% Notes")

4 7 / 8 % Senior Notes due 2029 (the "4 7 / 8 % Notes due 2029")

5 1 / 4 % Senior Notes due 2030 (the "5 1 / 4 % Notes due 2030")

4 1 / 2 % Senior Notes due 2031 (the "4 1 / 2 % Notes")

5% Senior Notes due 2032 (the "5% Notes due 2032")

5 5 / 8 % Senior Notes due 2032 (the "5 5 / 8 % Notes")

6 1 / 4 % Senior Notes due 2033 (the "6 1 / 4 % Notes")

4 3 / 4 % Euro Senior Notes due 2034 (the "Euro Notes")

Real Estate Mortgages, Financing Lease Liabilities and Other

Accounts Receivable Securitization Program

Total Long-term Debt

Less Current Portion

Long-term Debt, Net of Current Portion

See Note 6 to Notes to Consolidated Financial Statements included in this Annual Report for additional information regarding our long-term debt.

CREDIT AGREEMENT

Our credit agreement (the "Credit Agreement") consists of a revolving credit facility (the "Revolving Credit Facility"), a term loan A facility (the "Term Loan A") and a term loan B facility (the "Term Loan B").

During the year ended December 31, 2025, we took the following actions regarding our Credit Agreement:

• On June 18, 2025, we amended the Credit Agreement, which resulted in:

◦ an increase in the principal amount of the Term Loan A from approximately $218.8 million to $500.0 million.

• On November 13, 2025, we amended the Credit Agreement, which resulted in:

◦ an increase in the principal amount of the Term Loan B from approximately $1,836.7 million to $2,036.7 million.

In connection with the November 13, 2025 amendment, we paid original issue discount fees of approximately $1.8 million.

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The Revolving Credit Facility and the Term Loan A are scheduled to mature on March 18, 2030, at which point all obligations become due. The Term Loan B is scheduled to mature on January 31, 2031, at which point all obligations become due. As of December 31, 2025, we had $751.5 million, $487.5 million and $2,031.5 million outstanding under the Revolving Credit Facility, the Term Loan A and the Term Loan B, respectively. As of December 31, 2025, we had various outstanding letters of credit totaling $12.4 million under the Revolving Credit Facility. The remaining amount available for borrowing under the Revolving Credit Facility as of December 31, 2025, which is based on IMI’s leverage ratio, the last 12 months' earnings before interest, taxes, depreciation and amortization and rent expense ("EBITDAR"), other adjustments as defined in the Credit Agreement and current external debt, was $1,986.1 million (which amount represents the maximum availability as of such date). Available borrowings under the Revolving Credit Facility are subject to compliance with our indenture covenants as discussed below. The weighted average interest rate in effect under the Revolving Credit Facility as of December 31, 2025 was 5.7%. The interest rates in effect under the Term Loan A and the Term Loan B as of December 31, 2025 were 5.5% and 5.8%, respectively.

DATA CENTER DEBT AGREEMENTS

As our Global Data Center Business continues to expand, we have entered into debt agreements in order to partially finance the construction of various data centers. These agreements primarily consist of term loan facilities with the following terms (in thousands):

AGREEMENT

MAXIMUM BORROWING

AMOUNT

OUTSTANDING BORROWINGS AS OF DECEMBER 31, 2025

DIRECT

OBLIGOR

CONTRACTUAL INTEREST RATE

UNUSED COMMITMENT FEE

MATURITY DATE (2)

Virginia 3 Term Loans (1)(2)

Iron Mountain Data Centers Virginia 3, LLC

SOFR plus 2.50%

August 31, 2026

Virginia 7 Term Loans (1)(2)

Iron Mountain Data Centers Virginia 7, LLC

SOFR plus 2.50%

April 12, 2027

Virginia 6 Term Loans (1)(2)

Iron Mountain Data Centers Virginia 6, LLC

SOFR plus 2.75%

May 3, 2027

Virginia 4/5 Term Loans due 2030 (2)

Iron Mountain Data Centers Virginia 4/5 Subsidiary, LLC

November 1, 2030

(1) The term loans are indexed to the one-month Secured Overnight Financing Rate ("SOFR") benchmark rate.

(2) All obligations will become due on the specified maturity dates. Each agreement, with the exception of the Virginia 4/5 Term Loans due 2030, includes two one-year options that allow us to extend the initial maturity date, subject to the conditions specified in the agreements.

See Note 6 to Notes to Consolidated Financial Statements included in this Annual Report for additional information regarding these agreements.

AUSTRALIAN DOLLAR TERM LOAN

On June 25, 2025, Iron Mountain Australia Group Pty, Ltd., a wholly-owned subsidiary of IMI, amended its AUD Term Loan, which resulted in:

• an extension of the maturity date from September 30, 2026 to September 30, 2030, at which point all obligations become due,

• an increase in the original principal amount from 350.0 million Australian dollars to 400.0 million Australian dollars and

• a decrease in the interest rate from BBSY (an Australian benchmark variable interest rate) plus 3.625% to BBSY plus 3.500%.

The amended loan was issued at 99.5% of par. Principal payments on the AUD Term Loan are to be paid in quarterly installments in an aggregate amount of 10.0 million Australian dollars per year, with the remaining balance due September 2030. As of December 31, 2025, we had 395.0 million Australian dollars (or $263.9 million, based upon the exchange rate between the United States dollar and the Australian dollar as of December 31, 2025) outstanding on the AUD Term Loan and the interest rate in effect under the AUD Term Loan was 7.3%.

See Note 6 to Notes to Consolidated Financial Statements included in this Annual Report for additional information regarding this agreement.

SEPTEMBER 2025 OFFERING

On September 10, 2025, IMI completed a private offering of (in thousands):

SERIES OF NOTES

AGGREGATE PRINCIPAL AMOUNT

MATURITY DATE

INTEREST PAYMENT DUE

PAR CALL DATE (1)

Euro Notes

January 15, 2034

January 15 and July 15

September 10, 2030

(1) We may redeem the Euro Notes at any time, at our option, in whole or in part. Prior to the par call date, we may redeem the Euro Notes at the redemption price or make-whole premium specified in the indenture governing the Euro Notes, together with accrued and unpaid interest to, but excluding, the redemption date. On or after the par call date, we may redeem the Euro Notes at a price equal to 100% of the principal amount being redeemed, together with accrued and unpaid interest to, but excluding, the redemption date.

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The Euro Notes were issued at par and have a contractual interest rate of 4.75%. The total net proceeds from the issuance, after deducting the initial purchasers' commissions, of approximately 1,188.0 million Euros (or $1,390.7 million, based upon the exchange rate between the Euro and the United States dollar on September 10, 2025 (the settlement date for the Euro Notes)), were used to repay the GBP Notes and a portion of the outstanding borrowings under the Revolving Credit Facility. As of December 31, 2025, we had 1,200.0 million Euros (or $1,408.8 million, based upon the exchange rate between the United States dollar and the Euro as of December 31, 2025) outstanding on the Euro Notes.

DEBT COVENANTS

The Credit Agreement, our bond indentures and other agreements governing our indebtedness contain certain restrictive financial and operating covenants, including covenants that restrict our ability to complete acquisitions, pay cash dividends, incur indebtedness, make investments, sell assets and take other specified corporate actions. The covenants do not contain a rating trigger. Therefore, a change in our debt rating would not trigger a default under the Credit Agreement, our bond indentures or other agreements governing our indebtedness. The Credit Agreement requires that we satisfy a net total lease adjusted leverage ratio and a fixed charge coverage ratio on a quarterly basis, and our bond indentures require that, among other things, we satisfy a leverage ratio (not lease adjusted) or a fixed charge coverage ratio (not lease adjusted), as a condition to taking actions such as paying dividends and incurring indebtedness.

The Credit Agreement uses EBITDAR-based calculations and the bond indentures use EBITDA based calculations as the primary measures of financial performance for purposes of calculating leverage and fixed charge coverage ratios. The EBITDAR- and EBITDA-based leverage calculations include our consolidated subsidiaries, other than those we have designated as "Unrestricted Subsidiaries" as defined in the Credit Agreement and bond indentures. Generally, the Credit Agreement and the bond indentures use a trailing four fiscal quarter basis for purposes of the relevant calculations and require certain adjustments and exclusions for purposes of those calculations, which make the calculation of financial performance under the Credit Agreement and bond indentures not directly comparable to Adjusted EBITDA as presented herein. These adjustments can be significant. For example, the calculation of financial performance under the Credit Agreement and certain of our bond indentures includes (subject to specified exceptions and caps) adjustments for non-cash charges and for expected benefits associated with (i) completed acquisitions, (ii) certain executed lease agreements associated with our data center business that have yet to commence and (iii) restructuring and other strategic initiatives. The calculation of financial performance under our other bond indentures includes, for example, adjustments for non-cash charges and for expected benefits associated with (i) completed acquisitions and (ii) events that are extraordinary, unusual or non-recurring.

Our leverage and fixed charge coverage ratios under the Credit Agreement as of December 31, 2025 are as follows:

DECEMBER 31, 2025

MAXIMUM/MINIMUM ALLOWABLE

Net total lease adjusted leverage ratio

Maximum allowable of 7.0

Fixed charge coverage ratio

Minimum allowable of 1.5

We are in compliance with our leverage and fixed charge coverage ratios under the Credit Agreement, our bond indentures and other agreements governing our indebtedness as of December 31, 2025. Noncompliance with these leverage and fixed charge coverage ratios would have a material adverse effect on our financial condition and liquidity.

Our ability to pay interest on or to refinance our indebtedness depends on our future performance, working capital levels and capital structure, which are subject to general economic, financial, competitive, legislative, regulatory and other factors which may be beyond our control. There can be no assurance that we will generate sufficient cash flow from our operations or that future financings will be available on acceptable terms or in amounts sufficient to enable us to service or refinance our indebtedness or to make necessary capital expenditures.

DERIVATIVE INSTRUMENTS

INTEREST RATE SWAP AGREEMENTS

We utilize interest rate swap agreements designated as cash flow hedges to limit our exposure to changes in interest rates on a portion of our floating rate indebtedness. Certain of our interest rate swap agreements have notional amounts that will increase with the underlying hedged transaction. Under our interest rate swap agreements, we receive variable rate interest payments associated with the notional amount of each interest rate swap, based upon the one-month SOFR, in exchange for the payment of fixed interest rates as specified in the interest rate swap agreements. Our interest rate swap agreements are marked to market at the end of each reporting period, representing the fair values of the interest rate swap agreements, and any changes in fair value are recognized as a component of Accumulated other comprehensive items, net. Unrealized gains are recognized as assets, while unrealized losses are recognized as liabilities.

As of December 31, 2025 and 2024, we have approximately $1,349.0 million and $1,482.0 million, respectively, in notional value outstanding on our interest rate swap agreements. As of December 31, 2025, our interest rate swap agreements have maturity dates ranging from February 2026 through May 2027.

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CROSS-CURRENCY SWAP AGREEMENTS

We utilize cross-currency interest rate swaps to hedge the variability of exchange rate impacts between the United States dollar and certain of our foreign functional currencies, including the Euro and the Canadian dollar. As of December 31, 2025, our cross-currency interest rate swap agreements have maturity dates ranging from February 2026 through November 2026.

The notional values of our cross-currency interest rate swaps, by currency, as of December 31, 2025 and 2024 are as follows (in thousands):

YEAR ENDED DECEMBER 31,

Euro

Canadian dollar

We have designated these cross-currency swap agreements as hedges of net investments in our Euro and Canadian dollar denominated subsidiaries and they require an exchange of the notional amounts at maturity. These cross-currency swap agreements are marked to market at the end of each reporting period, representing the fair values of the cross-currency swap agreements, and any changes in fair value are recognized as a component of Accumulated other comprehensive items, net. Unrealized gains are recognized as assets while unrealized losses are recognized as liabilities. The excluded component of our cross-currency swap agreements is recorded in Accumulated other comprehensive items, net and amortized to interest expense on a straight-line basis.

See Note 5 to Notes to Consolidated Financial Statements included in this Annual Report for additional information on our derivative instruments.

ACQUISITIONS

See Note 3 to Notes to Consolidated Financial Statements included in this Annual Report for information regarding our acquisitions.

INVESTMENTS

The following joint venture is accounted for as an equity method investment and is presented as a component of Other within Other assets, net in our Consolidated Balance Sheets. The carrying value and equity interest in our unconsolidated joint venture at December 31, 2025 is as follows (in thousands):

DECEMBER 31, 2025

CARRYING VALUE

EQUITY INTEREST

Joint venture with AGC Equity Partners

NET OPERATING LOSSES

At December 31, 2025, we have federal net operating loss carryforwards of $116.2 million and disallowed interest expense carryforwards of $185.9 million, both of which can be carried forward indefinitely, and of which $109.9 million and $64.6 million, respectively, are expected to be realized to reduce future federal taxable income. We have assets for foreign net operating losses of $146.3 million and foreign disallowed interest expense carryforwards of $46.6 million, with various expiration dates (and in some cases no expiration date), subject to valuation allowances of approximately 77.5% and 26.8%, respectively.

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