IRM 8-K Current Reports

Material AgreementsFinancial EventsExhibits & Filings

Iron Mountain 8-K Report, Financial Results (Aug 5, 2026)

Iron Mountain Incorporated reported record second-quarter 2026 results, with total revenues of $2.03 billion, up 18.5% on a reported basis and 17.6% excluding foreign exchange effects. Net income was $106.1 million, compared with a net loss of $(43.3) million in the second quarter of 2025. Adjusted EBITDA rose to $727.0 million, up 15.7%, and AFFO reached $432.7 million, or $1.44 per share, up 17.0%. Organic revenue growth was 16.8%, and the growth businesses of data center, digital and asset lifecycle management (ALM) collectively grew more than 50% year over year. The company raised its full-year 2026 guidance. It now expects total revenue of $7,940 million to $8,010 million, Adjusted EBITDA of $2,945 million to $2,975 million, AFFO of $1,760 million to $1,780 million, and AFFO per share of $5.87 to $5.93. Data center leasing totaled 13 megawatts in the second quarter and 110 megawatts year to date through July, including 75 megawatts signed in July. Leverage was 4.8x, within the company's 4.5x to 5.5x target range. The board declared a third-quarter cash dividend of $0.864 per share, payable October 2, 2026 to shareholders of record on September 15, 2026. Total (deficit) equity was $(955.0) million at June 30, 2026, and long-term debt, net of current portion, was $17.13 billion. The filing furnishes the earnings press release, the earnings conference call slide presentation and supplemental financial information as Exhibits 99.1, 99.2 and 99.3.

Aug 5, 2026 8-K

Iron Mountain 8-K Report, Material Agreement (Jun 26, 2026)

Iron Mountain Incorporated (IRM) completed a private offering on June 26, 2026 of $1,500,000,000 in aggregate principal amount of 6.250% Senior Notes due 2035, sold at 100.00% of par. The net proceeds were approximately $1,481.8 million after discounts to the initial purchasers and estimated offering expenses. The Company intends to use the proceeds to repay all or a portion of the outstanding borrowings under its revolving credit facility and to pay related fees and expenses, with any remaining proceeds used for general corporate purposes. The Notes were issued under an indenture dated June 26, 2026 with Computershare Trust Company N.A. as trustee and are initially guaranteed on an unsecured senior basis by the Company's U.S. subsidiaries that represent the substantial majority of its U.S. operations. The Notes pay interest semi-annually on January 15 and July 15, with the first payment due January 15, 2027, and mature January 15, 2035. They rank pari passu with existing and future senior debt, are effectively subordinated to secured indebtedness and structurally subordinated to liabilities of non-guarantor subsidiaries. The Notes are redeemable at a make-whole price before July 15, 2029, with an equity-claw option for up to 40% of principal from certain equity offering proceeds, and at specified redemption prices on or after July 15, 2029. The indenture includes customary events of default and restrictive covenants limiting sale-leaseback transactions, liens and certain other corporate actions. The Notes were sold only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, and have not been registered under the Securities Act.

Jun 26, 2026 8-K

Shareholder MattersOther EventsExhibits & Filings

Iron Mountain 8-K Report, Shareholder Vote Results (May 12, 2026)

Iron Mountain Incorporated (IRM) filed this Form 8-K on May 12, 2026, to report the results of its Annual Meeting of Stockholders, held May 7, 2026. Stockholders elected all eleven nominated directors, each for a one-year term ending at the 2027 Annual Meeting. The filing describes the votes as final. Stockholders also approved, on a non-binding advisory basis, the compensation paid to the named executive officers as disclosed in the Proxy Statement, with 223,486,130 votes for, 7,742,108 against, and 891,652 abstaining. They ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 249,250,207 votes for, 11,947,700 against, and 407,195 abstaining. Broker non-votes were 29,485,212 for each director election and for the say-on-pay proposal. Separately, the Board approved committee assignments effective at the conclusion of the Annual Meeting, subject to each director's re-election. Walter C. Rakowich chairs the Audit Committee, Robin L. Matlock chairs the Compensation Committee, Theodore R. Samuels chairs the Nominating and Governance Committee, Doyle R. Simons chairs the Finance Committee, and Monte Ford chairs the Risk and Safety Committee.

May 12, 2026 8-K

Iron Mountain 8-K Report, Financial Results (Apr 30, 2026)

Iron Mountain Incorporated filed an Item 2.02 Form 8-K on April 30, 2026, furnishing its first-quarter 2026 earnings press release, an earnings conference call slide presentation, and supplemental financial information. Total revenues were $1.9 billion, up 21.6% on a reported basis and 18.6% excluding foreign exchange, with organic revenue growth of 17.2%. Net income was $149.0 million, compared with $16.2 million in the first quarter of 2025, and Adjusted EBITDA was $707.9 million, up 22.1%. AFFO was $426.1 million, or $1.43 per share, compared with $1.17 per share a year earlier. Storage rental revenue rose 15.4% reported and service revenue rose 30.6% reported. Management raised full-year 2026 guidance. Revenue is now expected at $7,825 million to $7,925 million (previously $7,625 million to $7,775 million), Adjusted EBITDA at $2,925 million to $2,965 million (previously $2,875 million to $2,925 million), and AFFO per share at $5.79 to $5.86 (previously $5.69 to $5.79). The company cited growth in its data center, digital and asset lifecycle management businesses, which collectively grew more than 50% year over year in the quarter. Data center leasing reached 32 megawatts through April, and the company has about 400 megawatts of capacity energizing and available over the next 24 months. The board declared a second-quarter 2026 cash dividend of $0.864 per share, payable July 3, 2026 to holders of record on June 15, 2026. Leverage was 4.8x on the company's long-term net lease adjusted basis, within its 4.5x to 5.5x target range. Total (deficit) equity was $(938.4) million at March 31, 2026, and long-term debt, net of current portion, was $16.89 billion.

Apr 30, 2026 8-K

Iron Mountain 8-K Report, Corporate Update (Mar 9, 2026)

Iron Mountain Incorporated (IRM) filed this Current Report on Form 8-K on March 9, 2026, under Item 8.01 (Other Events) to furnish, as Exhibit 99.1, a description of the material United States federal income tax considerations relating to the Company's qualification and taxation as a real estate investment trust (REIT) and the acquisition, ownership and disposition of its stock. The filing states that this description replaces and supersedes prior descriptions of the federal income tax treatment of the Company and its stockholders to the extent they are inconsistent with it, and that any reference to a prior description is deemed a reference to this one. The filing's exhibit list also includes a tax opinion from Sullivan & Worcester LLP as to tax matters (Exhibit 8.1), with a related consent (Exhibit 23.1), and the Inline XBRL cover page (Exhibit 104). Investors should note that the REIT discussion is conditional: Sullivan & Worcester LLP's opinion states that the Company has been organized and has qualified as a REIT for its 2014 through 2025 taxable years, subject to stated assumptions, representations and private letter rulings, and that no assurance can be given that the Company will qualify in any particular year. The filing is primarily a tax disclosure update rather than a financial results announcement. It contains no new operating, earnings or balance sheet figures. Its main significance for investors is the detailed description of REIT qualification tests, distribution requirements, the treatment of TRSs and foreign operations, and the tax consequences for U.S., tax-exempt and non-U.S. stockholders.

Mar 9, 2026 8-K

Material AgreementsFinancial EventsExhibits & Filings

Iron Mountain 8-K Report, Financial Results (Feb 12, 2026)

Iron Mountain Incorporated furnished an earnings press release, a slide presentation, and supplemental financial information under Item 2.02 of this Form 8-K, covering the fourth quarter and full year ended December 31, 2025. The company reported record quarterly and full-year revenue of $1.8 billion and $6.9 billion, up 16.6% and 12.2% year over year, with organic revenue growth of 14% in the fourth quarter and 10% for the full year. Quarterly Adjusted EBITDA was $705 million and full-year Adjusted EBITDA was $2.6 billion ($2,574 million). Reported net income was lower than in 2024: $93 million in the fourth quarter versus $106 million, and $152 million for the year versus $184 million. Management attributed the record results to its growth businesses of data center, digital, and asset lifecycle management, which collectively grew more than 40% year over year in the fourth quarter and more than 30% for the full year. The company issued 2026 guidance calling for total revenue of $7,625 million to $7,775 million (approximately 12% growth at the midpoint), Adjusted EBITDA of $2,875 million to $2,925 million (approximately 13%), AFFO of $1,705 million to $1,735 million (approximately 12%), and AFFO per share of $5.69 to $5.79 (approximately 11%). Management highlighted 400 megawatts of data center capacity expected to energize over the next 24 months and reported net-lease-adjusted leverage of 4.9x, within its 4.5x to 5.5x target range. The Board declared a first-quarter 2026 dividend of $0.864 per share, payable April 3, 2026, to holders of record on March 16, 2026. Adjusted EPS rose to $0.61 in the fourth quarter from $0.50, and to $2.12 for the full year from $1.77. Reported EPS declined to $0.30 from $0.35 in the fourth quarter and to $0.49 from $0.61 for the full year. The filing states that the furnished information, including the exhibits, is not deemed filed for purposes of Section 18 of the Exchange Act. It also notes that the company does not reconcile its forward-looking non-GAAP guidance to GAAP measures because certain significant information, including exchange rate impacts and real estate disposition gains or losses, is not available without unreasonable efforts.

Feb 12, 2026 8-K

Iron Mountain 8-K Report, Material Agreement (Nov 13, 2025)

Iron Mountain Incorporated (IRM) reported on Form 8-K that on November 13, 2025, the Company, Iron Mountain Information Management, LLC (IMIM), and certain other subsidiaries entered into Amendment No. 7 to the Company's Credit Agreement dated as of June 27, 2011. Under the amendment, IMIM incurred incremental term loans in an aggregate principal amount of $200,000,000 (the Incremental Term B Loans), which are fungible for all purposes with the existing Amendment No. 1 Incremental Term B Loans due 2031. The Incremental Term B Loans carry the same interest rate and maturity as the Existing Term B Loans. Other material provisions of the Credit Agreement remain materially unchanged. After giving effect to the amendment, the Company had $2,036,677,512 of outstanding borrowings of Amendment No. 1 Incremental Term B Loans as of November 13, 2025. The filing is disclosed under Item 1.01 (Material Definitive Agreement) and Item 2.03 (Creation of a Direct Financial Obligation), and the full amendment is filed as Exhibit 10.1. Certain schedules to the exhibit have been omitted under Item 601(a)(5) of Regulation S-K and will be furnished to the SEC on request.

Nov 13, 2025 8-K

Leadership ChangesExhibits & Filings

Iron Mountain 8-K Report, Financial Results (Nov 5, 2025)

Iron Mountain Incorporated (NYSE: IRM) reported record third-quarter 2025 results on November 5, 2025. Total revenues were $1,754.1 million, up 12.6% on a reported basis and 11.8% excluding foreign exchange effects. Storage rental revenue rose 10.4% and service revenue rose 16.0%. Net income attributable to Iron Mountain Incorporated was $84.3 million, compared with a loss of $33.6 million in the prior-year quarter. Adjusted EBITDA was $660.4 million, up 16.2%, with an Adjusted EBITDA Margin of 37.6%. AFFO was $393.3 million, or $1.32 per share, up 18.5% in total and 16.8% per share. The filing states that net income benefited from lower other expense, driven primarily by exchange rate changes on intercompany balances. Management reiterated full-year 2025 guidance: total revenue of $6,790 million to $6,940 million, Adjusted EBITDA of $2,520 million to $2,570 million, AFFO of $1,505 million to $1,530 million, and AFFO per share of $5.04 to $5.13. For the fourth quarter, the company expects revenue of approximately $1,800 million and Adjusted EBITDA of approximately $690 million, each up approximately 14% year over year on a reported basis. The board declared a fourth-quarter dividend of $0.864 per share, an increase of 10%, payable January 6, 2026 to holders of record on December 15, 2025. The balance sheet at September 30, 2025 shows total assets of $20,632.9 million, total liabilities of $21,316.0 million, and a total deficit of $(683.2) million. Long-term debt, net of current portion, was $15,494.2 million. The Q3 presentation cites a net lease-adjusted leverage ratio of 5.0x, within the company's 4.5x to 5.5x target range. Data center leasable capacity was 452.2 megawatts, with 202.5 megawatts under construction and 685.2 megawatts held for development. The company also issued €1.2 billion of 4.75% senior notes due 2034.

Nov 5, 2025 8-K

Iron Mountain 8-K Report, Executive Changes (Oct 21, 2025)

Iron Mountain Incorporated (IRM) filed a Current Report on Form 8-K dated October 21, 2025, disclosing under Item 5.02 that its Board of Directors elected Christie Kelly, age 64, as a director effective immediately. Ms. Kelly will serve on the Audit Committee of the Board effective immediately. The filing states that there are no arrangements or understandings between Ms. Kelly and any other persons regarding her election, that she has no direct or indirect material interest in any related-person transaction requiring disclosure under Item 404(a) of Regulation S-K, and that she has no family relationship with any director or executive officer. The filing describes Ms. Kelly's background as a three-time Fortune 500 CFO in the real estate sector. She was Executive Vice President, Chief Financial Officer and Treasurer of Realty Income Corporation from 2021 to 2023, EVP and Global Chief Financial Officer of Jones Lang LaSalle Incorporated from 2013 to 2018, and EVP and Chief Financial Officer of Duke Realty Corporation from 2009 to 2013. She also held senior leadership positions at Lehman Brothers and General Electric. She currently serves on the boards of Park Hotels & Resorts, Kite Realty Group Trust, Legence Corporation (since September 2025), and the private board of Gilbane, Inc. For her board service, Ms. Kelly will receive the compensation generally provided to non-employee directors under the Director Compensation Plan, including a prorated annual grant of restricted stock units under the Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan. Each RSU represents the right to receive one share of common stock and vests immediately upon grant. She is also eligible to participate in the Iron Mountain Incorporated Directors Deferred Compensation Plan. The filing references the Director Compensation Plan and the deferred compensation plan as exhibits to the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

Oct 21, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

Iron Mountain 8-K Report, Material Agreement (Sep 10, 2025)

On September 10, 2025, Iron Mountain Incorporated completed a private offering of €1,200,000,000 in aggregate principal amount of 4.750% Senior Notes due 2034, sold at 100.00% of par. The net proceeds were approximately €1,185.5 million after discounts to the initial purchasers and estimated offering expenses. The Company intends to use the proceeds to redeem all of its outstanding 3.875% GBP Senior Notes due 2025 and for general corporate purposes, including repaying all or a portion of borrowings under its revolving credit facility and paying related fees and expenses. The Notes were issued under an indenture dated September 10, 2025 with Computershare Trust Company, N.A., as trustee, and pay interest semi-annually on January 15 and July 15, with the first payment due January 15, 2026. They mature January 15, 2034. The Notes are jointly and severally guaranteed on an unsecured senior basis by the Company's U.S. subsidiaries that represent the substantial majority of its U.S. operations. They are effectively subordinated to secured indebtedness to the extent of collateral value and structurally subordinated to liabilities of non-guarantor subsidiaries. The Notes include make-whole redemption before September 10, 2028, a partial equity-proceeds redemption option of up to 40% of principal before that date, and redemption at stated prices on or after September 10, 2028. The indenture contains customary events of default and restrictive covenants on indebtedness, dividends and restricted payments, asset sales, liens, guarantees, acquisitions and investments. The Notes were sold only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, and have not been registered under the Securities Act.

Sep 10, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

Iron Mountain 8-K Report, Financial Results (Aug 6, 2025)

Iron Mountain Incorporated (NYSE: IRM) reported record second quarter 2025 results on August 6, 2025, with total revenues of $1.71 billion, an increase of 11.6% on a reported basis and 11.0% excluding foreign exchange. Storage rental revenue was $1.01 billion (up 9.8% reported) and service revenue was $702 million (up 14.2% reported). Adjusted EBITDA was $628.4 million, a 15.4% increase, with an Adjusted EBITDA margin of 36.7%. The company reported a net loss of $(43.3) million for the quarter, compared with net income of $34.6 million in the second quarter of 2024, driven by the impact of changes in exchange rates on intercompany balances. AFFO was $369.7 million, or $1.24 per share, up 14.8% per share year over year. Iron Mountain raised its full-year 2025 guidance, now projecting total revenue of $6.79 billion to $6.94 billion, Adjusted EBITDA of $2.52 billion to $2.57 billion, AFFO of $1.505 billion to $1.530 billion, and AFFO per share of $5.04 to $5.13. The Board declared a quarterly cash dividend of $0.785 per share for the third quarter, payable October 3, 2025. Management highlighted growth in its data center, digital solutions and asset lifecycle management businesses, which collectively grew more than 30% in the quarter. The filing furnishes the earnings press release, a slide presentation for the earnings call, and supplemental financial information as Exhibits 99.1, 99.2 and 99.3. Balance sheet data shows total debt-related liabilities rising, with long-term debt, net of current portion, of $14.82 billion at June 30, 2025, compared with $13.00 billion at December 31, 2024, and total (deficit) equity of $(568.9) million. Management reports net lease-adjusted leverage of 5.0x, within its 4.5x to 5.5x target range.

Aug 6, 2025 8-K

Iron Mountain 8-K Report, Material Agreement (Jun 20, 2025)

Iron Mountain Incorporated (IRM) disclosed in this Form 8-K, filed June 20, 2025, that on June 18, 2025 it entered into Amendment No. 6 to its Credit Agreement dated June 27, 2011, together with subsidiary Iron Mountain Information Management, LLC (IMIM), other subsidiaries, and JPMorgan Chase Bank, N.A. as administrative agent. Under the amendment, IMIM amended the amortization schedule for its 2022 Term A Loans and incurred incremental term loans of $286,718,750 that are fungible with the existing 2022 Term A Loans. The proceeds were used to reduce borrowings under the company's revolving credit facility. After the amendment, quarterly amortization payments on the Amended and Upsized 2022 Term A Loans are equal to 1.25% of the aggregate principal amount outstanding on the effective date. Other terms of these loans are unchanged from the existing 2022 Term A Loans, and the remaining material provisions of the Credit Agreement are described as materially unchanged. As of June 18, 2025, after giving effect to the amendment, the company had $500,000,000.00 of outstanding Amended and Upsized 2022 Term A Loans. The filing is a financing-related disclosure under Items 1.01 and 2.03 and attaches the amendment as Exhibit 10.1. The full terms are in the exhibit, and the filing notes that the representations and warranties in the amendment were made solely for the parties' benefit and should not be relied upon as characterizations of the company's actual condition.

Jun 20, 2025 8-K

Leadership ChangesShareholder MattersOther Events+1

Iron Mountain 8-K Report, Executive Changes (Jun 4, 2025)

Iron Mountain Incorporated (IRM) filed this Current Report on Form 8-K to report results from its Annual Meeting of Stockholders, held May 29, 2025. Stockholders approved an amendment to the Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan (the "2014 Plan"), increasing the number of authorized common shares by 4,600,000, from 20,750,000 to 25,350,000, and extending the plan's termination date from May 12, 2031 to May 29, 2035. The Plan Amendment is filed as Exhibit 10.1, and the material terms are summarized in the Proxy Statement dated April 18, 2025, as supplemented on May 5, 2025. At the meeting, stockholders elected all ten director nominees to one-year terms ending at the 2026 Annual Meeting. Stockholders also approved, on a nonbinding advisory basis, the compensation paid to the named executive officers, and ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025. The filing reports the final voting tallies for each proposal. The filing also discloses committee assignments approved by the Board on May 28, 2025, effective at the conclusion of the Annual Meeting and subject to re-election. Walter C. Rakowich chairs the Audit Committee, Robin L. Matlock chairs the Compensation Committee, Theodore R. Samuels chairs the Nominating and Governance Committee, Doyle R. Simons chairs the Finance Committee, and Monte Ford chairs the Risk and Safety Committee.

Jun 4, 2025 8-K

Iron Mountain 8-K Report, Financial Results (May 1, 2025)

Iron Mountain Incorporated reported first-quarter 2025 results, furnishing an earnings press release, a conference call slide presentation, and supplemental financial information as Exhibits 99.1, 99.2 and 99.3. The company described record first-quarter revenue of $1.6 billion, up 7.8% on a reported basis and 9.4% excluding foreign exchange effects, and record first-quarter Adjusted EBITDA of $580 million ($579.9 million), up 11.8% reported and 13.5% on a constant currency basis. Adjusted EBITDA margin rose to 36.4% from 35.1%, a 130 bps improvement. AFFO was $348.4 million, up 7.6%, and AFFO per share was $1.17 versus $1.10. Reported profitability declined sharply. Net income was $16.2 million versus $77.0 million a year earlier, and reported diluted EPS was $0.05 versus $0.25. The company attributed the decline primarily to changes in exchange rates on intercompany balances. Adjusted EPS was flat at $0.43. Restructuring and Other Transformation costs rose to $54.7 million from $40.8 million, and Other Expense (Income), Net was $28.5 million. The company raised its full-year 2025 guidance. Total revenue is now expected at $6,740 million to $6,890 million (previously $6,650 million to $6,800 million), Adjusted EBITDA at $2,505 million to $2,555 million (previously $2,475 million to $2,525 million), AFFO at $1,480 million to $1,510 million (previously $1,450 million to $1,480 million), and AFFO per share at $4.95 to $5.05 (previously $4.85 to $4.95). The board also declared a quarterly dividend of $0.785 per share, payable July 3, 2025 to holders of record on June 16, 2025. Total long-term debt including the current portion was about $14.9 billion at March 31, 2025, and total (deficit) equity was $(502.3) million.

May 1, 2025 8-K

Iron Mountain 8-K Report, Corporate Update (Feb 14, 2025)

Iron Mountain Incorporated (IRM) filed this Form 8-K on February 14, 2025, under Item 8.01 (Other Events) to furnish a description of the material United States federal income tax considerations relating to its qualification and taxation as a real estate investment trust (REIT) and to the acquisition, ownership and disposition of its stock. The filing states that this description, contained in Exhibit 99.1, replaces and supersedes prior descriptions of the federal income tax treatment of the Company and its stockholders to the extent they are inconsistent with it. The Form 8-K also includes an opinion of counsel, Sullivan & Worcester LLP, as to tax matters (Exhibit 8.1), and a consent of that firm (Exhibit 23.1). The central content of Exhibit 99.1 is counsel's opinion that, subject to the conditions and discussion described, the Company has been organized and has qualified for taxation as a REIT for its 2014 through 2024 taxable years. The Company states it has elected REIT taxation commencing with its 2014 taxable year. The exhibit notes that the Company has received private letter rulings from the IRS on some, but not all, of the matters described, and that counsel's opinions are not binding on the IRS or a court. It also explains that failure to qualify as a REIT would subject the Company to corporate-level federal income tax and that the Company's TRS structure and certain real property characterizations are important to its REIT compliance. For investors, the filing is primarily a tax disclosure update rather than a report of financial results or transactions. It provides the framework for how distributions to U.S. and non-U.S. stockholders are generally taxed, including withholding considerations, and it directs investors to consult their own tax advisors. The exhibit makes clear that its statements are based on law in effect as of the filing date and may change with future legislative, judicial or administrative action.

Feb 14, 2025 8-K

Iron Mountain 8-K Report, Financial Results (Feb 13, 2025)

Iron Mountain Incorporated (NYSE: IRM) furnished its earnings press release, earnings presentation, and supplemental financial information for the fourth quarter and full year ended December 31, 2024. The company reported record quarterly and full-year revenue of $1.6 billion and $6.1 billion, with total revenue growth of 11.4% in Q4 and 12.2% for the full year. Net income was $105.7 million in Q4 and $183.7 million for the full year, compared with $187.3 million in 2023. Adjusted EBITDA reached a record $605.1 million in Q4 and $2.24 billion for the full year, and AFFO was $368.0 million in Q4 and $1.34 billion for the full year. Q4 AFFO per share was $1.24, and full-year AFFO per share was $4.54, up 10.2%. For 2025, the company guided to total revenue of $6,650 million to $6,800 million, Adjusted EBITDA of $2,475 million to $2,525 million, AFFO of $1,450 million to $1,480 million, and AFFO per share of $4.85 to $4.95. The company also declared a quarterly dividend of $0.785 per share, a 10% increase, payable April 4, 2025. Management cited data center growth, with 416 MW in operation and 165 MW under construction, 94% of which is pre-leased, and planned growth capital investment of about $1.8 billion in 2025, following $1.8 billion deployed in 2024. The balance sheet shows total long-term debt of $13.0 billion plus a current portion of $715.1 million, and a total (deficit) equity of $(304.7) million at December 31, 2024. The company reported $3.3 billion of liquidity at year-end and a net lease-adjusted leverage ratio of 5.0x.

Feb 13, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

Iron Mountain 8-K Report, Executive Changes (Dec 9, 2024)

Iron Mountain Incorporated (IRM) filed a Current Report on Form 8-K dated December 2024 under Item 5.02 to announce the election of June Yee Felix, age 68, as a director of the Company, effective January 1, 2025. The Board elected Ms. Felix on December 6, 2024. The filing states that there are no arrangements or understandings between Ms. Felix and any other persons regarding her election, that she has no direct or indirect material interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K, and that she has no family relationship with any director or executive officer. Ms. Felix will serve on the Audit Committee and the Risk and Safety Committee of the Board beginning January 1, 2025. The filing describes her background as Group CEO of IG Group plc from 2018 to 2023, a non-executive director of RELX PLC since 2021, and a former regional president at Verifone from 2014 to 2018. Her compensation will follow the Company's non-employee director arrangements, including a prorated annual grant of restricted stock units under the 2014 Stock and Cash Incentive Plan that vest immediately upon grant. She will also be eligible for the Directors Deferred Compensation Plan. The filing also includes Item 9.01 exhibit references to the cover page Interactive Data File and the Inline XBRL cover page. It does not report financial results or other operating developments.

Dec 9, 2024 8-K

Iron Mountain 8-K Report, Material Agreement (Dec 6, 2024)

On December 6, 2024, Iron Mountain Incorporated completed a private offering of $1,200,000,000 in aggregate principal amount of 6.25% Senior Notes due 2033, sold at 100.00% of par. The net proceeds were approximately $1,185.5 million after discounts to the initial purchasers and estimated offering expenses. The company intends to use the proceeds to repay a portion of outstanding borrowings under its revolving credit facility and to pay related fees and expenses. The Notes were offered only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, and have not been registered under the Securities Act. They were issued under an indenture dated December 6, 2024 with Computershare Trust Company, N.A. as trustee. Interest is payable semi-annually on January 15 and July 15, with the first payment due January 15, 2025, and the Notes mature on January 15, 2033. The Notes are guaranteed on an unsecured senior basis by the company's substantial U.S. subsidiaries. The indenture includes customary events of default and restrictive covenants limiting debt incurrence, dividends and restricted payments, asset sales, liens, guarantees, acquisitions and investments. The company may redeem the Notes at a make-whole price before December 6, 2027, may redeem up to 40% with certain equity offering proceeds before that date, and may redeem at specified redemption prices on or after December 6, 2027.

Dec 6, 2024 8-K

Material AgreementsFinancial EventsExhibits & Filings

Iron Mountain 8-K Report, Material Agreement (Nov 7, 2024)

On November 7, 2024, Iron Mountain Incorporated entered into Amendment No. 5 to its Credit Agreement, dated June 27, 2011, with JPMorgan Chase Bank, N.A. as administrative agent. The amendment extends the maturity of the 2022 Revolving Facility and 2022 Term A Loans to March 18, 2030, which the filing describes as pushing them out by over three years. It also removes the credit spread adjustment on those facilities while keeping the same interest spreads, and increases the 2022 Revolving Commitments from $2,250,000,000 to $2,750,000,000. After the amendment, the Company had $218,750,000 of outstanding 2022 Term A Loans, $1,197,000,000 of outstanding 2022 Revolving Loans, and $7,898,126.85 of undrawn Letters of Credit, leaving $1,545,101,873.15 of available 2022 Revolving Commitments. Term A pricing ranges from 1.25% to 1.75% over Term SOFR, or 0.25% to 0.75% over the base rate, depending on the Applicable Leverage Ratio. Revolving loan margins follow the same ranges, and the Term A loans require quarterly amortization of 1.25% of principal. The filing also incorporates the amendment into a direct financial obligation disclosure under Item 2.03. The full amendment is filed as Exhibit 10.1, and the other terms of the facilities are unchanged except as amended.

Nov 7, 2024 8-K

Iron Mountain 8-K Report, Financial Results (Nov 6, 2024)

Iron Mountain Incorporated (NYSE: IRM) reported third quarter 2024 results on November 6, 2024, with total revenue of $1,557,358 thousand, up 12.2% from $1,388,175 thousand in the third quarter of 2023, and Adjusted EBITDA of $568,113 thousand, up 13.6%. Storage rental revenue rose 9.0% to $935,701 thousand and service revenue rose 17.4% to $621,657 thousand. The company reported a net loss attributable to Iron Mountain Incorporated of $(33,620) thousand, or $(0.11) per diluted share, compared with net income of $91,043 thousand in the prior-year quarter. The filing states that Other Expense (Income), Net was $86,362 thousand, and management attributes an approximate $76.0 million year-over-year unfavorable impact to Other Expense (Income), Net from changes in foreign currency exchange rates. On a non-GAAP basis, AFFO was $332,000 thousand, or $1.13 per share, compared with $301,201 thousand, or $1.02 per share, a year earlier. Adjusted EPS was $0.44 versus $0.45. Year-to-date, total revenue was $4,568,630 thousand, up 12.5%, and AFFO per share was $3.30, up 9.6%. Iron Mountain affirmed its full-year 2024 guidance and now expects to be on track to reach the high end of its ranges, which include total revenue of $6,000 to $6,150 million, Adjusted EBITDA of $2,175 to $2,225 million, and AFFO of $1,300 to $1,335 million. The company also declared a quarterly cash dividend of $0.715 per share, payable January 7, 2025, to shareholders of record on December 16, 2024. The supplemental materials report 364.7 leasable megawatts in the data center business, 98.7% leased on a stabilized basis, and a net lease-adjusted leverage ratio of 5.0x.

Nov 6, 2024 8-K

Iron Mountain 8-K Report, Financial Results (Aug 1, 2024)

Iron Mountain Incorporated (NYSE: IRM) reported second quarter 2024 results on August 1, 2024, with total revenues of $1,534.4 million, up 13.0% from $1,357.9 million in the second quarter of 2023, and a record Adjusted EBITDA of $544.4 million, up 14.4%. Net income attributable to Iron Mountain was $35.8 million, or $0.12 per diluted share, compared with $0.1 million in the prior-year quarter. AFFO rose 11.8% to $320.9 million, and AFFO per share was $1.08 versus $0.98. Adjusted EPS was $0.42, compared with $0.40 a year earlier. The company leased 66 megawatts of data center capacity in the quarter and raised its full-year 2024 leasing projection to 130 megawatts. Management affirmed full-year 2024 guidance and now expects results toward the upper end of its ranges: total revenue of $6.00 to $6.15 billion, Adjusted EBITDA of $2.175 to $2.225 billion, AFFO of $1.300 to $1.335 billion, and AFFO per share of $4.39 to $4.51. The board declared a third-quarter dividend of $0.715 per share, a 10% increase, payable October 3, 2024, to holders of record on September 16, 2024. As of June 30, 2024, the balance sheet showed total long-term debt of $12.81 billion, cash of $144.3 million, and total (deficit) equity of ($132.7) million. The company cited $2.3 billion of liquidity, 80% fixed-rate debt, a 5.7% weighted average interest rate, and quarter-end net lease-adjusted leverage of 5.0x, the lowest level since before its 2014 REIT conversion.

Aug 1, 2024 8-K

Material AgreementsFinancial EventsExhibits & Filings

Iron Mountain 8-K Report, Executive Changes (Jul 22, 2024)

Iron Mountain Incorporated (IRM) filed this Current Report on Form 8-K on July 22, 2024, to disclose a board change under Item 5.02. On July 22, 2024, the Board of Directors elected Andre Maciel, age 50, as a director effective the same day. Mr. Maciel will serve on the Audit Committee and the Risk and Safety Committee. The filing describes Mr. Maciel as Global Chief Financial Officer of The Kraft Heinz Company since March 2022, a role he has held after joining its predecessor, H.J. Heinz, in 2013. Earlier in his career he worked at AB InBev, McKinsey & Company and Accenture. He holds a bachelor's degree in industrial engineering from Universidade de São Paulo and an MBA from INSEAD. The filing states he has no arrangements or understandings with other persons regarding his election and no material interest in related-party transactions under Item 404(a). For his board service, Mr. Maciel will receive the compensation generally provided to non-employee directors under the Director Compensation Plan, and may participate in the Iron Mountain Incorporated Directors Deferred Compensation Plan. He will also receive a prorated annual grant of restricted stock units under the 2014 Stock and Cash Incentive Plan, which vest immediately upon grant. The filing's exhibits consist only of cover page Interactive Data Files.

Jul 22, 2024 8-K

Iron Mountain 8-K Report, Material Agreement (Jul 3, 2024)

Iron Mountain Incorporated (IRM) reported in this Form 8-K, dated July 3, 2024, that on July 2, 2024 it and its subsidiary Iron Mountain Information Management, LLC (IMIM) entered into Amendment No. 3 to the Company's Credit Agreement dated June 27, 2011, with JPMorgan Chase Bank, N.A. as administrative agent. The amendment reduced the interest rate on the existing Amendment No. 1 Incremental Term B Loans due 2031, extended the maturity of a portion of the Existing Term B Loans due 2026 by converting them into a new class of term B loans fungible with the 2031 loans, and incurred incremental term loans fungible with the 2031 loans. After the amendment, the Amended and Upsized 2031 Term B Loans bear interest at SOFR plus 2.00% or the base rate plus 1.00%, at IMIM's option. As of July 2, 2024, outstanding borrowings were $1,806,671,273.42 of Amended and Upsized 2031 Term B Loans and $53,373,636.48 of Existing Term B Loans. Other material credit agreement provisions remain materially unchanged. The filing also incorporates the amendment by reference under Item 2.03 as a direct financial obligation, and attaches the amendment as Exhibit 10.1.

Jul 3, 2024 8-K

Shareholder MattersOther EventsExhibits & Filings

Iron Mountain 8-K Report, Shareholder Vote Results (Jun 5, 2024)

Iron Mountain Incorporated reported the results of its Annual Meeting of Stockholders held on May 30, 2024. Stockholders elected eleven directors, each for a one-year term ending at the 2025 Annual Meeting. Each nominee received substantially more For votes than Against votes. Clarke H. Bailey received the largest number of Against votes among the nominees, at 26,829,573. Kent P. Dauten (11,412,749) and Walter C. Rakowich (9,451,657) also drew sizable Against votes. Stockholders also approved three other proposals. They approved an amendment to the Certificate of Incorporation to limit liability of certain officers, with 193,872,284 votes For and 20,820,829 Against. They approved, on a nonbinding advisory basis, the compensation of the named executive officers as disclosed in the Proxy Statement dated April 19, 2024, with 205,957,885 For and 8,456,674 Against. They ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024, with 242,351,386 For and 8,472,838 Against. In a separate item, the Board of Directors, on the recommendation of the Nominating and Governance Committee, approved committee appointments effective May 30, 2024. Walter Rakowich chairs the Audit Committee, Wendy J. Murdock chairs the Compensation Committee, Clarke H. Bailey chairs the Nominating and Governance Committee, Doyle R. Simons chairs the Finance Committee, and Monte Ford chairs the Risk and Safety Committee.

Jun 5, 2024 8-K

Iron Mountain 8-K Report, Financial Results (May 2, 2024)

Iron Mountain Incorporated reported first-quarter 2024 results that its CEO, William L. Meaney, described as producing all-time record Revenue and a record first-quarter Adjusted EBITDA. Total revenues were $1.48 billion ($1,476,863 thousand), up 12.4% from $1.31 billion a year earlier, with storage rental revenue up 9.2% and service revenue up 17.4%. Net income was $77.0 million, and net income attributable to Iron Mountain was $74.1 million, or $0.25 per diluted share, compared with $0.22 a year earlier. Adjusted EBITDA was $518.9 million, up 12.6%, with an Adjusted EBITDA margin of 35.1%. AFFO was $323.7 million, up 9.6%, and AFFO per share was $1.10 versus $1.01. The company reaffirmed its full-year 2024 guidance, calling for total revenue of $6,000 to $6,150 million, Adjusted EBITDA of $2,175 to $2,225 million, AFFO of $1,300 to $1,335 million, and AFFO per share of $4.39 to $4.51. Management noted an incremental foreign exchange headwind of about $50 million to revenue and about $20 million to Adjusted EBITDA for the full year at current rates, which it absorbed while maintaining guidance. For the second quarter, the company expects revenue of about $1.5 billion, Adjusted EBITDA of about $535 million, AFFO of about $310 million, and AFFO per share of about $1.05. The board declared a quarterly cash dividend of $0.65 per share, payable July 5, 2024. The balance sheet and data center business were also highlighted. Quarter-end net lease-adjusted leverage was 5.1x, which the company described as the lowest level in a decade, with about $2.0 billion of liquidity and about 76% of debt at fixed rates. Iron Mountain leased 30 megawatts of data center capacity in the quarter, bringing leasable megawatts to 261.4 and total leased percentage to 94.0%. Long-term debt, net of current portion, rose to $12.59 billion from $11.81 billion at year-end 2023.

May 2, 2024 8-K

Iron Mountain 8-K Report, Executive Changes (Mar 19, 2024)

Iron Mountain Incorporated (IRM) filed a Form 8-K on March 19, 2024 under Item 5.02 to report that John Tomovcsik, executive vice president and chief operating officer and a named executive officer, informed the Company on March 18, 2024 of his decision to retire, effective June 14, 2024. The filing states that Mr. Tomovcsik has been dealing with a family medical situation that requires more of his time, which is the reason given for the retirement. The filing thanks Mr. Tomovcsik for more than 37 years of distinguished service and leadership. It does not name a successor, describe any transition arrangement, or disclose any compensation or severance terms related to the departure. The filing's only exhibits are the Inline XBRL cover page tags (Exhibits 101 and 104). For investors, the key takeaway is the planned departure of a senior operating executive, with the effective date set for June 14, 2024.

Mar 19, 2024 8-K

Iron Mountain 8-K Report, Corporate Update (Feb 22, 2024)

Iron Mountain Incorporated (IRM) filed this Form 8-K on February 22, 2024 under Item 8.01 (Other Events). The filing states that the company is furnishing as Exhibit 99.1 a description of the material United States federal income tax considerations relating to its qualification and taxation as a real estate investment trust (REIT) and to the acquisition, ownership and disposition of its stock. The filing states that this description replaces and supersedes prior descriptions of the federal income tax treatment of the company and its stockholders to the extent they are inconsistent with it. The filing states that the company has elected to be taxed as a REIT commencing with its 2014 taxable year, and that its counsel, Sullivan & Worcester LLP, is of the opinion that the company has been organized and has qualified for REIT taxation for its 2014 through 2023 taxable years, subject to stated assumptions and qualifications. Exhibit 8.1 contains that counsel's opinion on tax matters, and Exhibit 23.1 is counsel's consent to its inclusion. The Exhibit 99.1 summary covers REIT qualification tests (income, asset and distribution requirements), the treatment of taxable, tax-exempt and non-U.S. stockholders, and information reporting and withholding. It also states that the company's counsel and the company itself caution that the IRS could take a different position and that the tax consequences described may change with new legislation or regulations. The filing is signed by Deborah Marson, Executive Vice President and General Counsel.

Feb 22, 2024 8-K

Material AgreementsFinancial EventsExhibits & Filings

Iron Mountain 8-K Report, Financial Results (Feb 22, 2024)

Iron Mountain Incorporated reported record fourth-quarter and full-year 2023 Revenue and Adjusted EBITDA, with Q4 total revenues of $1.42 billion (up 11.0% reported) and full-year revenues of $5.48 billion (up 7.4%). Q4 net income was $29.2 million versus $125.7 million a year earlier, and full-year net income was $187.3 million versus $562.1 million in 2022, which the company attributed mainly to higher restructuring and other transformation costs, lower gains on asset recycling, and negative foreign exchange impacts. Adjusted EBITDA was $525.2 million for the quarter and $1.96 billion for the full year, and Q4 AFFO was $327.6 million ($1.11 per share) on an updated calculation that excludes amortization of capitalized commissions. The company issued 2024 guidance calling for total revenue of $6.00 to $6.15 billion, Adjusted EBITDA of $2.175 to $2.225 billion, AFFO of $1.300 to $1.335 billion, and AFFO per share of $4.39 to $4.51. It also declared a first-quarter 2024 dividend of $0.65 per share, payable April 4, 2024 to holders of record on March 15, 2024. The filing states that the company leased 124 megawatts of data center capacity in 2023 and that its acquisition of Regency Technologies closed in early January 2024. The filing furnishes three exhibits: the earnings press release, an earnings call slide presentation, and supplemental financial information. Year-end net lease-adjusted leverage was 5.1x, and the presentation cites $2.8 billion of liquidity and 80% fixed-rate debt.

Feb 22, 2024 8-K

Iron Mountain 8-K Report, Material Agreement (Dec 28, 2023)

Iron Mountain Incorporated (IRM) disclosed in this Form 8-K, dated December 28, 2023, that it entered into Amendment No. 1 to its Credit Agreement dated June 27, 2011, with its subsidiary Iron Mountain Information Management, LLC (IMIM), certain other subsidiaries, lenders, and JPMorgan Chase Bank, N.A. as administrative agent. Under the Amendment, IMIM incurred new incremental term loan B borrowings totaling $1.2 billion (the "New Incremental Term B Facility"). The New Incremental Term B Facility matures in January 2031 and bears interest, at IMIM's option, at either SOFR plus 2.25% or the base rate plus 1.25%. Other terms are the same as the existing loans under the Credit Agreement immediately before the Amendment took effect. The revolving facility remains available for general corporate purposes, and the company reported $0 of outstanding revolving borrowings as of December 28, 2023. After giving effect to the Amendment and funding, outstanding borrowings under the Credit Agreement were $231,250,000 under the term loan A facility, $661,500,000 under the existing term loan B facility, and $1,200,000,000 under the New Incremental Term B Facility. The full Credit Agreement amendment is filed as Exhibit 10.1, and certain schedules have been omitted under Item 601(a)(5) of Regulation S-K and will be provided to the SEC upon request.

Dec 28, 2023 8-K

Iron Mountain 8-K Report, Financial Results (Nov 2, 2023)

Iron Mountain Incorporated reported third-quarter 2023 results on November 2, 2023, with total revenues of $1,388,175 thousand ($1.39 billion), up from $1,286,945 thousand in the third quarter of 2022, and net income attributable to the company of $91,043 thousand ($0.31 per diluted share), compared with $192,164 thousand ($0.66 per share) a year earlier. Adjusted EBITDA reached $499,962 thousand (36.0% margin), and AFFO was $290,136 thousand, or $0.99 per share. The company described these as all-time record quarterly Revenue and Adjusted EBITDA. Storage rental revenue grew 12.9% year over year, while service revenue rose 0.6%. Year-to-date net income was $158,069 thousand versus $436,496 thousand in the prior-year period, reflecting higher restructuring and other transformation costs and interest expense. The company also announced an agreement to acquire Regency Technologies, a provider in its Asset Lifecycle Management business with trailing four-quarter revenues above $100 million. The initial purchase price is $200 million, with $125 million payable at closing and the remainder due in 2025, plus a potential performance-based earn-out payable in 2027. The filing states this represents an approximate 7.5x multiple of EBITDA. Iron Mountain affirmed its full-year 2023 guidance, including total revenue of $5,500 to $5,600 million and Adjusted EBITDA of $1,940 to $1,975 million, and declared a fourth-quarter dividend of $0.65 per share. Data center leasing was strong, with 65 megawatts leased in the quarter and 120 megawatts year to date. Quarter-end net lease-adjusted leverage was 5.1x, which the presentation describes as the lowest level in a decade. The company's guidance for the fourth quarter projects revenue of approximately $1.44 billion and Adjusted EBITDA of approximately $520 million.

Nov 2, 2023 8-K

Iron Mountain 8-K Report, Financial Results (Aug 3, 2023)

Iron Mountain Incorporated reported second-quarter 2023 results with record quarterly total revenues of $1.36 billion, up 5.3% from $1.29 billion a year earlier, and record Adjusted EBITDA of $475.7 million, up 4.6%. Storage rental revenue rose 10.3% to $830.8 million, while service revenue fell 1.7% to $527.2 million, which the company attributed to year-on-year component price declines that have now stabilized. Reported net income was only $1.1 million, compared with $201.9 million in the second quarter of 2022, reflecting higher interest expense, restructuring costs of $45.6 million, and other expense of $62.9 million. Reported EPS was $0.00, and Adjusted EPS was $0.40 versus $0.46. Cash-flow-based measures were more resilient. AFFO was $277.0 million, up 2.2%, and AFFO per share was $0.94, up 1.1%. FFO (Normalized) per share was $0.71 versus $0.74 a year earlier. The company affirmed full-year 2023 guidance, including total revenue of $5.5 billion to $5.6 billion, Adjusted EBITDA of $1.94 billion to $1.975 billion, and AFFO per share of $3.91 to $4.00. Its Board declared a third-quarter dividend of $0.65 per share, an increase of 5%. Management highlighted data center momentum, including 18% data center revenue growth and 2.7 megawatts of new leasing in the quarter, with 55 megawatts leased in the first half against an expected full-year total above 80 megawatts. Quarter-end net lease-adjusted leverage was 5.1x, and the company cited about $1.7 billion of liquidity and about 83% fixed-rate debt. For the third quarter, it expects revenue above $1.4 billion, Adjusted EBITDA approaching $500 million, AFFO of about $290 million, and AFFO per share of about $0.99.

Aug 3, 2023 8-K

Material AgreementsFinancial EventsExhibits & Filings

Iron Mountain 8-K Report, Executive Changes (Jul 17, 2023)

Iron Mountain Incorporated (IRM) filed this Form 8-K on July 17, 2023 to report the election of Theodore R. Samuels, age 68, to its Board of Directors, effective the same day. The filing states that Mr. Samuels has no arrangements or understandings with other persons regarding his election, no material interest in related-party transactions under Item 404(a) of Regulation S-K, and no family relationship with any director or executive officer. Mr. Samuels has more than 35 years of financial industry experience, including service at Capital Group from 1981 to 2017, where he served on management and investment committees and was President of Capital Guardian Trust Company from 2010 to 2016. He currently serves as Lead Independent Director of Bristol-Myers Squibb and as an independent director of Centene Corporation. Effective July 17, 2023, he will serve on the Nominating and Governance Committee and the Finance Committee. For his board service, Mr. Samuels will receive the compensation the company generally provides to non-employee directors under its Director Compensation Plan, and may participate in the Iron Mountain Incorporated Directors Deferred Compensation Plan. Effective July 17, 2023, he will receive a prorated annual grant of restricted stock units under the Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan, which vest immediately upon grant and each represent the right to one share of common stock. The filing does not state any dollar amount for this compensation.

Jul 17, 2023 8-K

Iron Mountain 8-K Report, Material Agreement (May 15, 2023)

Iron Mountain Incorporated completed a private offering on May 15, 2023 of $1,000,000,000 in aggregate principal amount of 7.000% Senior Notes due 2029, sold at 100.000% of par. The company reported net proceeds of approximately $987.7 million after deducting discounts to the initial purchasers and estimated offering expenses, and intends to use the proceeds to repay a portion of outstanding borrowings under its revolving credit facility. The Notes were issued under an indenture dated May 15, 2023 with Computershare Trust Company, N.A. as trustee, and are jointly and severally guaranteed on an unsecured senior basis by the company's wholly owned U.S. subsidiaries that represent the substantial majority of its U.S. operations. Interest is payable semi-annually on February 15 and August 15, with the first payment due February 15, 2024, and the Notes mature on February 15, 2029. The Notes are effectively subordinated to secured indebtedness and structurally subordinated to liabilities of non-guarantor subsidiaries. The Indenture permits the company to redeem the Notes at a make-whole price before August 15, 2025, permits partial redemption of up to 40% of principal from certain equity offering proceeds, and allows redemption at stated prices on or after August 15, 2025. The Indenture contains customary events of default and restrictive covenants limiting debt incurrence, dividends and restricted payments, asset sales, liens, guarantees, acquisitions and investments.

May 15, 2023 8-K

Shareholder MattersCorporate ChangesOther Events+1

Iron Mountain 8-K Report, Bylaw Amendment (May 12, 2023)

Iron Mountain Incorporated filed this Form 8-K on May 12, 2023, reporting results from its May 9, 2023 Annual Meeting of Stockholders and related board actions. Stockholders elected all ten director nominees to one-year terms ending at the 2024 Annual Meeting, approved on a nonbinding advisory basis the compensation paid to the named executive officers, and ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2023. Stockholders also voted for a one-year frequency for future say-on-pay votes, with 201,191,102 votes for one year compared with 5,285,399 for three years and 489,999 for two years. The Board of Directors also amended the Company's Bylaws, effective immediately, on May 9, 2023. The amendments enhance procedural mechanics and disclosure requirements for stockholder director nominations under Rule 14a-19 of the Securities Exchange Act of 1934, and include other ministerial, clarifying and conforming changes. The amended Bylaws are filed as Exhibit 3.1. The filing also reports board committee appointments effective May 9, 2023, including Walter Rakowich as Chair of the Audit Committee, Wendy J. Murdock as Chair of the Compensation Committee, Clarke H. Bailey as Chair of the Nominating and Governance Committee, Doyle R. Simons as Chair of the Finance Committee, and Monte Ford as Chair of the Risk and Safety Committee.

May 12, 2023 8-K

Iron Mountain 8-K Report, Financial Results (May 4, 2023)

Iron Mountain Incorporated (NYSE: IRM) reported first-quarter 2023 total revenues of $1,314.3 million, up 5.3% from $1,248.0 million in the first quarter of 2022, and up 7.5% excluding the impact of foreign currency exchange. Storage rental revenue was $810.1 million, up 7.9% as reported and 10.2% excluding foreign currency. Net income was $65.5 million, compared with $41.7 million a year earlier, and diluted EPS attributable to the company was $0.22, compared with $0.14. Adjusted EBITDA rose 6.9% to $460.8 million, with an Adjusted EBITDA margin of 35.1% versus 34.5%. AFFO was $284.0 million, up 7.5%, and AFFO per share was $0.97, up 7.0%. The company described this as record quarterly revenue and said it leased 52 megawatts of new and expansion data center capacity during the quarter. The company affirmed its full-year 2023 guidance, which calls for total revenue of $5,500 to $5,600 million, Adjusted EBITDA of $1,940 to $1,975 million, AFFO of $1,150 to $1,175 million, and AFFO per share of $3.91 to $4.00. For the second quarter, it expects revenue of approximately $1.35 billion, Adjusted EBITDA of approximately $475 million, AFFO of approximately $270 million, and AFFO per share of approximately $0.92. The Board declared a second-quarter cash dividend of $0.6185 per share, payable July 6, 2023, to holders of record on June 15, 2023. The filing states that quarter-end net lease-adjusted leverage was 5.1x, the lowest level since 2017, with approximately $1.0 billion of liquidity, roughly 75% fixed-rate debt, a 5.3% weighted average interest rate, and a 5.7-year weighted average maturity. Total long-term debt, net of current portion, rose to $10,862.2 million from $10,481.4 million at December 31, 2022. The earnings release, presentation, and supplemental financial information are furnished under Item 2.02 and are not deemed filed for purposes of Section 18 of the Exchange Act.

May 4, 2023 8-K

Iron Mountain 8-K Report, Financial Results (Feb 23, 2023)

Iron Mountain Incorporated (NYSE: IRM) reported record fourth-quarter and full-year 2022 results on February 23, 2023, with all-time record Adjusted EBITDA. Fourth-quarter total revenue was $1,279.0 million, up 10.3% on a reported basis (14.2% excluding foreign exchange), and Adjusted EBITDA was $471.9 million, up 9.6% reported. Net income for the quarter was $125.7 million, compared with $61.5 million a year earlier. For the full year, total revenue was $5.10 billion (up 13.6% reported, 17.0% excluding foreign exchange), Adjusted EBITDA was $1.83 billion (up 11.8%), and AFFO was $1.11 billion (up 9.7%), or $3.80 per share (up 9.1%). The company issued full-year 2023 guidance calling for total revenue of $5.5 billion to $5.6 billion, Adjusted EBITDA of $1.94 billion to $1.975 billion, AFFO of $1.15 billion to $1.175 billion, and AFFO per share of $3.91 to $4.00. For the first quarter of 2023, it expects revenue above $1.3 billion, Adjusted EBITDA of approximately $460 million, AFFO of approximately $270 million, and AFFO per share of approximately $0.92. The Board declared a first-quarter 2023 dividend of $0.6185 per share, payable April 5, 2023. The filing also points to balance sheet and operating metrics: year-end net lease-adjusted leverage of 5.1x, described as the lowest since 2017, roughly $1.3 billion of liquidity, about 78% fixed-rate debt, and a 5.2% weighted average interest rate. The company leased 139 megawatts of data center capacity for the full year, exceeding its 130 megawatt projection. The information is furnished under Item 2.02 and is not deemed filed for Exchange Act purposes.

Feb 23, 2023 8-K

Leadership ChangesExhibits & Filings

Iron Mountain 8-K Report, Corporate Update (Feb 23, 2023)

Iron Mountain Incorporated filed this Form 8-K under Item 8.01 (Other Events) to supply a description of the material U.S. federal income tax considerations relating to its qualification and taxation as a real estate investment trust (REIT) and to the acquisition, ownership and disposition of its stock. The description is included as Exhibit 99.1 and, to the extent inconsistent, replaces and supersedes prior descriptions of the federal income tax treatment of the Company and its stockholders. Sullivan & Worcester LLP provided a tax opinion, filed as Exhibit 8.1, with its consent in Exhibit 23.1. The filing states that the Company has elected REIT taxation under Sections 856 through 860 of the Internal Revenue Code commencing with its 2014 taxable year. Counsel is of the opinion, subject to stated assumptions and qualifications, that the Company has been organized and has qualified as a REIT for its 2014 through 2022 taxable years, and that its current and anticipated investments will allow it to continue to meet REIT requirements. The filing emphasizes that no assurance can be given that the Company will qualify as a REIT in any particular year, and that failure to qualify would subject the Company to corporate-level tax and could reduce or eliminate distributions to stockholders. The exhibit also outlines the tax treatment of distributions, the REIT income, asset and distribution tests, and the treatment of U.S., tax-exempt and non-U.S. stockholders. It notes that the Company holds private letter rulings from the IRS on some, but not all, matters described, and that it uses taxable REIT subsidiaries (TRSs) that are taxed as C corporations. The description is based on law in effect as of the filing date and may change with new legislation or regulation.

Feb 23, 2023 8-K

Iron Mountain 8-K Report, Executive Changes (Feb 7, 2023)

Iron Mountain Incorporated announced on February 7, 2023 that Deirdre Evens, Executive Vice President and General Manager of Asset Lifecycle Management ("ALM"), intends to retire after more than seven years with the Company. Her retirement is part of a long-term plan to place the ALM and Data Center businesses under single leadership, although ALM will remain a separate business from the Global Data Center business segment. The filing notes that the acquisition of ALM assets was based partly on overlapping customer bases and needs between the Data Center and ALM businesses. Effective February 7, 2023, Mark Kidd, currently Executive Vice President and General Manager, Iron Mountain Data Centers, will assume the role of Executive Vice President and General Manager, Iron Mountain Data Centers and Asset Lifecycle Management, leading both businesses. Ms. Evens will remain with the Company in a transitional role, among other responsibilities, assisting Mr. Kidd until her retirement on September 15, 2023. The filing contains no financial results or financial statements; its only financial-statement-related content is the cover page XBRL exhibit. For investors, the key takeaway is a leadership consolidation in the ALM and Data Center businesses, with a defined transition period.

Feb 7, 2023 8-K

Regulation FDExhibits & Filings

Iron Mountain 8-K Report, Financial Results (Nov 3, 2022)

Iron Mountain Incorporated (NYSE: IRM) reported record third-quarter 2022 results on November 3, 2022, with total reported revenues of $1.29 billion, up 13.9% from $1.13 billion in the third quarter of 2021 (18.2% excluding foreign currency impact). Net income attributable to the company was $192.2 million, or $0.66 per diluted share, compared with $67.7 million in the prior-year quarter. Adjusted EBITDA rose 12.4% to $469.4 million, and AFFO increased 9.3% to $288.0 million, or $0.98 per share, which management described as all-time records for both measures. Service revenue growth of 32.8% excluding FX was driven by the inclusion of ITRenew, while organic constant-currency service revenue grew 21.8%. The company affirmed its full-year 2022 guidance, which calls for total revenue of $5.125 to $5.275 billion, Adjusted EBITDA of $1.800 to $1.850 billion, AFFO of $1.085 to $1.120 billion, and AFFO per share of $3.70 to $3.82. For the fourth quarter, management expects revenue of approximately $1.3 billion, Adjusted EBITDA of approximately $470 million, AFFO of approximately $280 million, and AFFO per share of approximately $0.94. The board declared a quarterly dividend of $0.6185 per share, payable January 5, 2023. Management also referenced Project Matterhorn, its multi-year growth framework introduced at the September Investor Day, which targets 2026 revenue, Adjusted EBITDA, AFFO and AFFO per share five-year CAGRs of roughly 10%, 10%, 8% and 7%, respectively. The balance sheet showed total debt-related obligations rising, with long-term debt, net of current portion, of $10.23 billion at September 30, 2022, compared with $8.96 billion at December 31, 2021, and total equity declining to $533.8 million from $857.1 million. The supplemental materials state approximately $1.5 billion of liquidity, about 79% fixed-rate debt, a 5.0% weighted average interest rate, and a 6.3-year weighted average maturity. The filing furnishes the earnings press release, slide presentation and supplemental financial information as Exhibits 99.1, 99.2 and 99.3, respectively.

Nov 3, 2022 8-K

Iron Mountain 8-K Report, Regulation FD Disclosure (Sep 20, 2022)

Iron Mountain Incorporated filed a Form 8-K under Regulation FD to announce an Investor Event & Site Tour held September 20, 2022, at 9:00 am Eastern Time. Management presentations were led by President and CEO William L. Meaney and other executives. A live webcast and replay were offered, and the presentation slides are furnished as Exhibit 99.1. The filing states that this information is not deemed "filed" under Section 18 of the Exchange Act. The slides set out the company's long-range plan, called Project Matterhorn, which is intended to accelerate growth. Management targets 2026 revenue of about $7.3 billion, roughly a 10% CAGR from $4.5 billion in 2021, with Adjusted EBITDA of about $2.5 billion and AFFO of about $1.5 billion. The company plans to invest about $4 billion in growth-oriented capital over 2023 to 2026, or 16% of revenue, and expects about $150 million of one-time transformation costs annually from 2023 to 2025. The company reaffirmed its 2022 guidance of total revenue of $5.125 billion to $5.275 billion, Adjusted EBITDA of $1.800 billion to $1.850 billion, and AFFO of $1.085 billion to $1.120 billion. The presentation also covers segment outlooks, including Global Records and Information Management, Data Centers, and Asset Lifecycle Management, and capital allocation priorities. Management cites a target AFFO payout ratio of low to mid-60s, a long-term net lease adjusted leverage target of 4.5x to 5.5x, and no significant debt maturities until 2027.

Sep 20, 2022 8-K

Iron Mountain 8-K Report, Corporate Update (Aug 4, 2022)

Iron Mountain Incorporated filed this Form 8-K on August 4, 2022 to recast segment reporting following a realignment of its global managerial structure. Under Item 8.01, Entertainment Services is now managed within the Global Records and Information Management (Global RIM) Business segment, certain commercial costs previously in Corporate and Other Business moved into Global RIM, and Asset Lifecycle Management (including the legacy secure IT disposition business and the business acquired from ITRenew) is now a separate operating segment within Corporate and Other Business. Previously reported segment information has been restated. The filing attaches Exhibit 99.1, which restates Items 1, 2, 7 and 15 of the 2021 Annual Report on Form 10-K, and Exhibit 99.2, which restates Items 1 and 2 of the Q1 2022 Form 10-Q. The company states that these updates reflect only the segment presentation changes, and all other items of the original reports remain unchanged. The restated materials show that segment revenue and Adjusted EBITDA are reallocated across the reporting structure, with consolidated totals unchanged in the presented tables. For investors, the filing is primarily a presentation update rather than a change in reported consolidated results. It affects how segment growth and margins should be compared going forward, particularly for Global RIM and Corporate and Other Business, and it reflects the ITRenew acquisition's placement in the new ALM segment.

Aug 4, 2022 8-K

Shareholder MattersOther EventsExhibits & Filings

Iron Mountain 8-K Report, Financial Results (Aug 4, 2022)

Iron Mountain Incorporated reported record second-quarter 2022 results, furnished on Form 8-K dated August 4, 2022. Total revenue for the quarter was $1.29 billion, up 15.2% year over year (18.5% excluding foreign currency), driven by a 37.6% increase in service revenue, which the company attributes largely to the inclusion of ITRenew. Storage rental revenue rose 7.8% excluding foreign currency. Net income was $201.9 million, down from $276.5 million in the second quarter of 2021, which included gains of approximately $181.2 million from the divestment of the Intellectual Property Management business. Adjusted EBITDA was $454.7 million, up 12.1% (15.4% on a constant currency basis), and AFFO was $270.9 million, up 10.1%, or $0.93 per share. The company affirmed its full-year 2022 guidance, which calls for total revenue of $5,125 to $5,275 million, Adjusted EBITDA of $1,800 to $1,850 million, AFFO of $1,085 to $1,120 million, and AFFO per share of $3.70 to $3.82. For the third quarter, management expects revenue of approximately $1.3 billion, Adjusted EBITDA of approximately $465 million, and AFFO of approximately $280 million. The Board declared a quarterly cash dividend of $0.6185 per share, payable October 4, 2022, to shareholders of record on September 15, 2022. The supplemental materials state that 83 megawatts of data center capacity were leased in the quarter, with 118 megawatts leased year to date against a full-year new and expansion leasing projection of 130 megawatts. The balance sheet at June 30, 2022 showed total debt-related liabilities of $10.08 billion in long-term debt including current portion, cash of $144.7 million, and total equity of $651.8 million. The company also cited a net lease-adjusted leverage ratio of 5.3x.

Aug 4, 2022 8-K

Iron Mountain 8-K Report, Shareholder Vote Results (May 11, 2022)

At its Annual Meeting of Stockholders held on May 10, 2022, Iron Mountain Incorporated stockholders elected all eleven nominated directors, each for a one-year term ending at the 2023 Annual Meeting. The filing reports the individual vote tallies for each director, with the largest opposition coming from Pamela M. Arway (11,058,174 against) and Alfred J. Verrecchia (6,542,923 against), among others. Stockholders also approved, on a nonbinding advisory basis, the compensation paid to the named executive officers as disclosed in the proxy statement dated March 31, 2022, with 185,348,376 votes for and 9,548,084 against. The results are stated to be final. Stockholders also ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2022, with 235,747,079 votes for, 5,309,992 against, and 1,482,218 abstaining. Under Item 8.01, the Board of Directors, on May 10, 2022, on the recommendation of the Nominating and Governance Committee, appointed members to the Audit, Compensation, Nominating and Governance, Finance, and Risk and Safety Committees, effective the same day. Walter Rakowich chairs the Audit Committee, Wendy J. Murdock chairs the Compensation Committee, Alfred J. Verrecchia chairs the Nominating and Governance Committee, Doyle R. Simons chairs the Finance Committee, and Monte Ford chairs the Risk and Safety Committee.

May 11, 2022 8-K

Material AgreementsFinancial EventsExhibits & Filings

Iron Mountain 8-K Report, Financial Results (Apr 28, 2022)

Iron Mountain Incorporated (NYSE: IRM) reported first-quarter 2022 results on April 28, 2022, highlighting record quarterly revenue and Adjusted EBITDA. Total revenues were $1.25 billion, up 15.3% from $1.08 billion a year earlier, with service revenue rising 32.9% (driven by the ITRenew acquisition) and storage rental revenue rising 6.1%. Net income attributable to Iron Mountain was $42.3 million, versus $45.6 million in the prior-year quarter, and diluted EPS was $0.14 compared with $0.16. Adjusted EBITDA was $431.0 million, up 13.3%, and AFFO was $264.2 million, or $0.91 per share, up 11.4% on a per-share basis. The company highlighted its Global Data Center business, which grew revenue 36.4% and signed 35 megawatts of new and expansion leases in the quarter, including the full lease-up of its 27 megawatt LON-2 site. A subsequent 72 megawatt lease in Northern Virginia led the company to raise its 2022 new-lease projection from 50 megawatts to 130 megawatts. The company affirmed full-year 2022 guidance of $5.125–$5.275 billion in revenue, $1.800–$1.850 billion in Adjusted EBITDA, and $1.085–$1.120 billion in AFFO, despite deconsolidating the OSG Records Management businesses (excluding Ukraine). The Board declared a quarterly dividend of $0.6185 per share, payable July 6, 2022, to holders of record on June 15, 2022. The company also reported net leverage-related metrics in its supplemental materials, including a net lease-adjusted leverage ratio of 5.4x and approximately 81% fixed-rate debt, and guided to second-quarter revenue, Adjusted EBITDA, and AFFO of approximately $1.3 billion, $450 million, and $260 million, respectively.

Apr 28, 2022 8-K

Iron Mountain 8-K Report, Material Agreement (Mar 18, 2022)

Iron Mountain Incorporated (IRM) disclosed in this Form 8-K, filed March 18, 2022, that on that date it, Iron Mountain Information Management, LLC, and certain other subsidiaries entered into an Amendment and Restatement Agreement to the Company's Credit Agreement originally dated June 27, 2011. The agreement refinanced the existing revolving credit facility with a new $2.25 billion revolving facility and the existing term loan A facility with a new $250 million term loan A facility. Both refinanced facilities mature in March 2027. The agreement also amends certain representations, warranties and covenants applicable to the Company, IMIM and certain subsidiaries. As of March 18, 2022, after giving effect to the agreement, the Company had $650 million of outstanding borrowings under the refinanced revolving facility, $250 million under the refinanced term loan A facility, and approximately $674 million under the existing term loan B facility. The maturity, amortization and interest rate terms of the existing term loan B facility were unaffected. Borrowings under the revolving facility remain available for general corporate purposes. For investors, the filing primarily reflects a refinancing and extension of the Company's core bank debt to 2027, with the amendments to covenants and representations being the key changes beyond the new facility sizes. The filing states no additional terms beyond those described, and the full agreement is filed as Exhibit 10.1.

Mar 18, 2022 8-K

Iron Mountain 8-K Report, Corporate Update (Feb 25, 2022)

Iron Mountain Incorporated (IRM) filed this Current Report on Form 8-K, dated February 24, 2022, under Item 8.01 (Other Events). The filing does not report financial results, transactions, or changes in operations. Instead, it furnishes as Exhibit 99.1 a description of the material United States federal income tax considerations relating to the Company's qualification and taxation as a real estate investment trust (REIT) and to the acquisition, ownership and disposition of its stock. The company states that this description supersedes prior descriptions of the federal income tax treatment of the Company and its stockholders to the extent they are inconsistent. The exhibit states that Iron Mountain has elected to be taxed as a REIT beginning with its 2014 taxable year. Counsel Sullivan & Worcester LLP is of the opinion that the company has been organized and has qualified as a REIT for its 2014 through 2021 taxable years, subject to stated assumptions and qualifications. Exhibit 8.1 is the tax opinion of Sullivan & Worcester LLP, and Exhibit 23.1 is its consent to inclusion of that opinion. For investors, the exhibit is primarily a reference document covering REIT qualification tests, distribution requirements, and the tax treatment of U.S. and non-U.S. stockholders. It also notes that the company's qualification depends on continued compliance with complex tests and that failure to qualify would subject the company to corporate-level tax. Investors are encouraged by the filing itself to consult their own tax advisors.

Feb 25, 2022 8-K

Material AgreementsFinancial EventsExhibits & Filings

Iron Mountain 8-K Report, Financial Results (Feb 24, 2022)

Iron Mountain Incorporated reported record fourth-quarter and full-year 2021 results in its February 24, 2022 earnings release. Full-year total revenues were $4.49 billion, up 8.3% (6.8% excluding FX), with Service revenue up 16.4% and Storage rental revenue up 4.2%. Full-year net income was $452.7 million, up 32.0%, and Adjusted EBITDA was $1.635 billion, up 10.8%. Full-year AFFO was $1.012 billion, up 14.0%, and AFFO per share was $3.48, up 13.4%. Fourth-quarter total revenues were $1.16 billion, up 9.4%, and Adjusted EBITDA was $430.7 million, up 15.1%. The Global Data Center business was a standout, with full-year revenue up 17.0% and 49 megawatts of new and expansion leasing against a 30-megawatt target. Fourth-quarter Adjusted EPS was $0.43 versus $0.29 a year earlier, and full-year Reported EPS (fully diluted) was $1.55 versus $1.19. Full-year 2021 Reported EPS was supported by a $192.8 million other income item, primarily a gain on the divestment of the Intellectual Property Management business. For 2022, the company guided to total revenue of $5.125–$5.275 billion, Adjusted EBITDA of $1.800–$1.850 billion, AFFO of $1.085–$1.120 billion, and AFFO per share of $3.70–$3.82, inclusive of closed transactions. The Board declared a first-quarter 2022 dividend of $0.6185 per share, payable April 6, 2022. The filing also furnishes a Q4 earnings presentation and supplemental financial information.

Feb 24, 2022 8-K

Iron Mountain 8-K Report, Material Agreement (Dec 28, 2021)

Iron Mountain Incorporated completed a private offering on December 28, 2021 of $750 million in aggregate principal amount of 5.000% Senior Notes due 2032, sold at 100.000% of par. The notes were issued by its wholly owned subsidiary, Iron Mountain Information Management Services, Inc., and carry net proceeds of approximately $737.8 million after deducting initial purchaser discounts. The Company intends to use the proceeds to finance the cash consideration for its acquisition of Intercept Parent, Inc. (ITRenew), including repayment of certain ITRenew debt, and to pay related fees and expenses. Any proceeds not applied to the acquisition will be used to reduce outstanding indebtedness and/or for general corporate purposes. The notes are jointly and severally guaranteed on an unsecured senior basis by the Company and its substantial majority of U.S. wholly owned subsidiaries. They pay interest semi-annually on May 15 and November 15, with the first payment due May 15, 2022, and mature on July 15, 2032. The notes are effectively subordinated to secured indebtedness and structurally subordinated to liabilities of non-guarantor subsidiaries. Redemption terms include a make-whole price before July 15, 2027, a partial equity-proceeds redemption option before January 15, 2025, and call prices on or after July 15, 2027, along with change-of-control and asset-sale repurchase provisions. The indenture contains customary events of default and restrictive covenants limiting indebtedness, dividends and restricted payments, asset sales, liens, guarantees, acquisitions and investments. The offering was made only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, and the notes are unregistered under the Securities Act.

Dec 28, 2021 8-K

Material AgreementsFinancial EventsExhibits & Filings

Iron Mountain 8-K Report, Material Agreement (Dec 16, 2021)

Iron Mountain Incorporated (IRM) disclosed in this Form 8-K, dated December 15, 2021, that it obtained a technical amendment, the Fifth Amendment dated December 12, 2021, to its Credit Agreement dated June 27, 2011. The amendment allows the Company to treat Intercept Parent, Inc. ("ITRenew") as a wholly-owned subsidiary under the Credit Agreement in connection with the Company's pending acquisition of ITRenew. The acquisition agreement is dated December 10, 2021, and the Company's subsidiary Iron Mountain Information Management Services, Inc. ("IMIMS") will acquire approximately 80% of ITRenew's equity at closing. Apart from these technical changes, the filing states that the terms of the Credit Agreement are unchanged, including maturity, amortization, events of default and interest rate. As of September 30, 2021, the filing states the Company had approximately $310 million of outstanding borrowings under the Revolving Credit Facility, $206 million under Term Loan A Facility, and $674 million under Term Loan B Facility. The filing does not describe the purchase price or other acquisition terms. The filing is primarily a notice under Items 1.01 and 2.03 and attaches the amendment as Exhibit 10.1, with an inline XBRL cover page as Exhibit 104. It is signed by Barry Hytinen, Executive Vice President and Chief Financial Officer.

Dec 16, 2021 8-K