Abstract Five cold-air outbreaks are investigated with aircraft offshore of continental northeast America. Flight paths aligned with the cloud-layer flow from January through March span cloud-top temperatures from −5° to −12°C, in situ liquid water paths of up to 500 g m−2, while in situ cloud droplet number concentrations exceeding 500 cm−3 maintain effective radii below 10 μm. Rimed ice is detected in the four colder cases within the first cloud pass. After further fetch, ice particle number concentrations reaching 2.5 L−1 support an interpretation that secondary ice production is occurring. Rime splintering is clearly evident, with dendritic growth increasing ice water contents within deeper clouds with colder cloud-top temperatures. Buoyancy fluxes reach 400–600 W m−2 near the Gulf Stream’s western edge, with 1-s updrafts reaching 5 m s−1 supporting closely spaced convective cells. Near-surface rainfall rates of the three more intense cold-air outbreaks are a maximum near the Gulf Stream’s eastern edge, just before the clouds transition to more open-celled structures. The milder two cold-air outbreaks transition to lower-albedo cumulus with little or no precipitation. The clouds thin through cloud-top entrainment. Significance Statement Cold-air outbreaks off of the eastern U.S. seaboard are visually spectacular in satellite imagery, with overcast, high-albedo clouds transitioning to more broken cloud fields. We use data from the recent NASA Aerosol Cloud Meteorology Interactions over the Western Atlantic Experiment (ACTIVATE) aircraft campaign to examine the microphysics and environmental context of five such outbreaks. We find the clouds are not ice-deprived, but updrafts still supply significant liquid water. Cloud transitions are encouraged through near-surface rain for the deeper clouds, and otherwise, clouds thin and break through mixing in drier air from above. These observations support understanding and further modeling examining how mixed-phase cloud microphysics affect cloud reflectivity and surface rainfall rates, important for both weather and climate forecasting.