UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May~~July 718, 2024

PROLOGIS, INC.

PROLOGIS, L.P.

(Exact name of registrant as specified in charter)

Maryland (Prologis, Inc.)	001-13545 (Prologis, Inc.)	94-3281941 (Prologis, Inc.)
Delaware (Prologis, L.P.)	001-14245 (Prologis, L.P.)	94-3285362 (Prologis, L.P.)
(State or other jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Pier 1, Bay 1, San Francisco, California		94111
(Address of Principal Executive Offices)		(Zip Code)

Registrants’ Telephone Number, including Area Code: (415) 394-9000

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

	Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Prologis, Inc.	Common Stock, $0.01 par value	PLD	New York Stock Exchange
Prologis, L.P.	3.000% Notes due 2026	PLD/26	New York Stock Exchange
Prologis, L.P.	2.250% Notes due 2029	PLD/29	New York Stock Exchange
Prologis, L.P.	5.625% Notes due 2040	PLD/40	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Co-Registrant CIK	0001045610
Co-Registrant Amendment Flag	false
Co-Registrant Form Type	8-K
Co-Registrant DocumentPeriodEndDate	2024-~~05-~~07-18
Co-Registrant Written Communications	false
Co-Registrant Solicitating Materials	false
Co-Registrant PreCommencement Tender Offer	false
Co-Registrant PreCommencement Issuer Tender Offer	false
Co-Registrant Entity Emerging Growth Company	false
Co-Registrant AddressLine1	Pier 1
Co-Registrant AddressLine2	Bay 1
Co-Registrant City	San Francisco
Co-Registrant State	California
Co-Registrant ZipCode	94111
Co-Registrant CityAreaCode	415
Co-Registrant LocalPhoneNumber	394-9000

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Prologis ~~Euro Finance LLC (the “Euro Issuer”) and Prologis~~, L.P. (the “Operating Partnership”) ~~closed~~expects that it will close the issuance and sale of the Notes (defined below) on ~~May 7~~July 23, 2024. The information under Item 8.01 is incorporated herein by reference.

Item 8.01 Other Events.

On ~~April 22~~ July 18, 2024, the ~~Euro~~Operating ~~Issuer~~Partnership priced an offering of ~~€550~~$700,000,000 aggregate principal amount of its 45.000% Notes due ~~2034~~ 2035 (the “~~Euro~~2035 Notes”) and an additional $400,000,000 aggregate principal amount of its 5.250% InNotes ~~connection~~due 2054 (the “2054 Notes” and, together with the ~~offering~~2035 Notes, the ~~Euro~~“Notes”). ~~Issuer~~In ~~and~~connection with the offering, the Operating Partnership entered into an Underwriting Agreement, dated ~~April 22~~July 18, 2024 (the “~~Euro~~ Underwriting Agreement”), with ~~BNP~~BofA ~~Paribas~~Securities, Inc., Citigroup ~~Crédit~~Global ~~Agricole~~Markets ~~Corporate~~Inc., ~~and~~Mizuho ~~Investment~~Securities ~~Bank~~USA LLC, ~~HSBC~~MUFG ~~Bank~~Securities ~~plc,~~Americas JInc.P. ~~Morgan~~and SMBC Nikko Securities ~~plc~~America, Inc., ~~Morgan~~as ~~Stanley~~representatives &of ~~Co International plc and~~ the ~~other~~several underwriters named in Schedule A thereto (the “Underwriters”), pursuant to which the ~~Euro~~Operating Partnership ~~Issuer~~ agreed to sell and the Underwriters agreed to purchase the ~~Euro~~ Notes, subject to and upon the terms and conditions set forth therein. A copy of the ~~Euro~~ Underwriting Agreement has been filed as an exhibit to this Current Report and is incorporated herein by reference.

OnThe 2054 ~~April~~Notes ~~22,~~constitute ~~2024,~~a further issuance of the Operating Partnership’s ~~priced an~~5.250% ~~offering~~Notes due 2054, of ~~£350~~which $450,000,000 aggregate principal amount ofwas ~~its~~issued ~~5.625%~~on ~~Notes~~January 25, ~~due~~2024 ~~2040~~ (the “~~Sterling~~Existing 2054 Notes”). ~~and,~~The ~~together with~~2054 ~~the Euro~~ Notes, ~~the~~will ~~“Notes”).~~form Ina ~~connection~~single series with, and have the ~~offering~~same terms as, the ~~Operating~~Existing ~~Partnership~~2054 ~~entered~~Notes ~~into~~(other anthan ~~Underwriting Agreement,~~the ~~dated~~initial ~~April~~offering ~~22,~~price ~~2024~~and (the ~~“Sterling~~issue ~~Underwriting Agreement”~~date),. ~~with~~Upon settlement, the ~~Underwriters,~~2054 ~~pursuant~~Notes towill ~~which~~have the ~~Operating Partnership~~same ~~agreed~~CUSIP/ISIN tonumber ~~sell~~ and ~~the~~will ~~Underwriters~~trade ~~agreed~~interchangeably towith ~~purchase~~ the ~~Sterling~~Existing 2054 Notes,. ~~subject~~Immediately toafter ~~and~~giving effect ~~upon~~to the ~~terms~~issuance ~~and conditions set forth therein. A copy~~ of the ~~Sterling~~2054 ~~Underwriting~~Notes, ~~Agreement~~the ~~has~~Operating ~~been~~Partnership ~~filed~~will ashave an$850,000,000 ~~exhibit~~aggregate toprincipal ~~this~~amount ~~Current~~of ~~Report~~5.250% ~~and is incorporated herein~~Notes bydue ~~reference~~2054 outstanding.

The ~~Euro~~ Notes are being issued under an indenture , dated as of ~~August 1~~June 8, ~~2018~~2011 (the “~~Euro~~ Base Indenture”), among Prologis, Inc. (the ~~Euro Issuer~~“Parent”), the Operating Partnership and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee ~~(the “Trustee”)~~, as ~~supplemented~~ ~~by the first supplemental indenture, dated as of August 1, 2018 (the Euro Base Indenture, as~~ supplemented by the first supplemental indenture, the “Euro Indenture”). The Sterling Notes are being issued under an indenture dated as of June 8, 2011 (the “Sterling Base Indenture”), among the Operating Partnership, Prologis, Inc. and the Trustee, as supplemented by the fifth supplemental indenture, dated as of August 15, 2013, ~~and the eighth supplemental indenture, dated as of June 7, 2017~~ (the ~~Sterling~~ Base Indenture, as supplemented by the fifth supplemental indenture ~~and the eighth supplemental indenture~~, the “~~Sterling~~ Indenture”).

The net proceeds to the ~~Euro~~Operating ~~Issuer~~Partnership from the sale of the ~~Euro~~ Notes, after the ~~Underwriter~~Underwriters’s ~~discounts~~discount and offering expenses, are estimated to be approximately ~~€546 million, or~~ $~~581 million, based on the euro/U~~1.S.1 ~~dollar rate of exchange as of April 12, 2024~~billion. The ~~Euro~~Operating ~~Issuer~~Partnership intends to ~~lend~~use ~~or distribute~~ the net proceeds from the ~~Euro~~offering ~~Notes~~of to the ~~Operating~~notes for ~~Partnership~~general orcorporate ~~one~~purposes, ofincluding ~~its~~the ~~other~~repayment ~~subsidiaries. The Operating Partnership expects to use a portion~~ of ~~such net proceeds to repay~~ borrowings under the ~~euro~~U.S. Dollar tranches of its global lines of credit ~~and the remainder for general corporate purposes, including to repay, repurchase or tender for other indebtedness~~.

The 2035 ~~net~~Notes ~~proceeds~~will tobear ~~the~~interest ~~Operating~~at ~~Partnership~~a ~~from the~~rate ~~sale~~ of ~~the~~5.000% ~~Sterling~~per ~~Notes,~~annum ~~after the Underwriter’s discounts~~ and ~~offering~~mature ~~expenses, are estimated to be approximately £346 million, or $430 million, based~~ on ~~the sterling/U.S. dollar rate of exchange as of April 12~~January 31, ~~2024~~2035. The ~~Operating~~2054 ~~Partnership~~Notes ~~expects~~will ~~to use~~bear interest at a ~~portion~~rate of ~~such~~5.250% ~~net~~per ~~proceeds~~annum toand ~~repay~~mature ~~borrowings~~on ~~under~~March 15, ~~the U~~2054.S. ~~dollar~~The ~~tranches~~Notes ofwill ~~its~~be ~~global~~senior ~~lines~~unsecured obligations of ~~credit and~~ the ~~remainder for~~Operating ~~general corporate purposes, including to repay, repurchase or tender for other indebtedness~~Partnership.

The 2035 ~~Euro~~Notes and the 2054 Notes will ~~bear~~be ~~interest~~redeemable in whole at aany ~~rate~~time or in part from time to time, at the option of the Operating Partnership, ~~4.000%~~at ~~per~~a ~~annum~~redemption ~~and~~price ~~mature~~equal onto ~~May~~the 5,greater ~~2034.~~of: ~~The~~(i) 100% ~~Euro~~of the principal amount of the Notes ~~will~~to be ~~senior~~redeemed ~~unsecured~~and ~~obligations~~(ii) the sum of the ~~Euro~~present ~~Issuer~~values of the remaining scheduled payments of principal and ~~will~~interest on the Notes to be ~~fully~~redeemed ~~and~~that would be due if ~~unconditionally~~such ~~guaranteed~~Notes bymatured on October 31, 2034, in the ~~Operating~~case ~~Partnership.~~of ~~The~~the ~~Sterling~~2035 Notes, ~~will~~or ~~bear~~September 15, 2053, in the case of the 2054 Notes (each, the “Applicable Par Call Date” as to the applicable series of Notes) (in each case exclusive of interest ataccrued to the redemption date), discounted to the redemption date, on a ~~rate~~semi-annual basis (assuming a 360-day year consisting of ~~5.625%~~twelve ~~per~~30-day months) ~~annum~~at the then current Treasury Rate plus 15 basis points, in the case of the 2035 Notes, and ~~mature~~15 basis points, in the case of the 2054 Notes. In addition, on ~~May~~or 4after the Applicable Par Call Date, ~~2040.~~each ~~The~~series ~~Sterling~~of Notes will be ~~senior~~redeemable ~~unsecured~~in ~~obligations~~whole ofat any time or in part from time to time, at the Operating Partnership’s option, at a redemption price equal to 100% of the principal amount of the applicable series of Notes to be redeemed. In each case, accrued and unpaid interest, if any, will be paid on the Notes being redeemed to, but excluding, the redemption date.

The ~~Euro Notes will be redeemable in whole at~~ ~~any~~Indenture ~~time~~governing orthe inNotes ~~part from time to time~~restricts, atamong ~~the~~other ~~option of the Euro Issuer~~things, ~~at a redemption price equal to~~ the ~~greater~~Operating ~~of: (i) 100%~~Partnership’s ofand ~~the~~its ~~principal~~subsidiaries’ ~~amount~~ability ~~of the Euro Notes~~ to ~~be redeemed or (ii) the sum of the present values of the remaining~~ ~~scheduled~~incur ~~payments~~additional ofindebtedness ~~principal~~ and ~~interest on the Euro Notes~~ to bemerge ~~redeemed~~or ~~that~~consolidate ~~would~~with beany ~~due~~other ifperson ~~such~~or ~~Euro~~sell, ~~Notes matured on February 5~~assign, 2034 (the “Euro Par Call Date”) (in each case exclusive of interest accrued to the redemption date) discounted to the redemption date on an annual basis at the applicable Comparable Government Rate Bond plus 25 basis points. In additiontransfer, ~~on or after the Euro Par Call Date~~lease, ~~the~~convey ~~Euro Notes will be redeemable in whole at any time~~ or ~~in part from time to time,~~otherwise atdispose ~~the Euro Issuer’s option, at a redemption price equal to 100%~~ of ~~the~~substantially ~~principal~~all ~~amount~~ of ~~the~~its ~~Euro Notes to be redeemed~~assets. ~~In each case, accrued and unpaid interest, if any, will be paid on the Euro Notes being redeemed to, but excluding, the redemption date.~~

The ~~Sterling~~ Notes ~~will~~are bebeing ~~redeemable~~issued inpursuant ~~whole at~~to ~~any~~the ~~time~~Registration orStatement in(File ~~part~~No. 333-267431) ~~from~~that ~~time to time, at~~ the ~~option of the~~ Operating Partnership, ~~at a redemption price equal to~~ the ~~greater~~Parent ~~of: (i) 100%~~and certain of ~~the~~their ~~principal~~wholly-owned ~~amount~~subsidiaries offiled with the ~~Sterling~~Securities ~~Notes~~and toExchange beCommission ~~redeemed or~~ (~~ii)~~ the ~~sum~~“SEC”) ofrelating ~~the~~to ~~present values of~~ the ~~remaining scheduled payments~~ ofpublic ~~principal~~offering ~~and~~from ~~interest~~time ~~on the Sterling Notes~~ to betime ~~redeemed~~of ~~that~~securities ~~would~~of bethe ~~due~~Operating ~~if such Sterling Notes matured on February 4~~Partnership, ~~2034 (~~the ~~“Sterling~~ ~~Par~~Parent ~~Call~~and ~~Date”)~~certain ~~(in each case exclusive~~ of ~~interest~~their ~~accrued~~wholly-owned tosubsidiaries pursuant ~~the redemption date) discounted~~ to ~~the~~Rule 415 ~~redemption date~~of ~~on an annual basis at~~ the ~~applicable~~Securities ~~Comparable~~Act ~~Government~~of ~~Rate~~1933, ~~Bond~~as ~~plus 20 basis points~~amended. In ~~addition,~~connection onwith orfiling ~~after~~with the ~~Sterling Par~~SEC ~~Call~~a ~~Date,~~definitive ~~the~~prospectus ~~Sterling~~supplement, dated ~~Notes~~July 18, ~~will~~2024, beand ~~redeemable~~base inprospectus, ~~whole~~dated atSeptember 15, ~~any~~2022, ~~time~~relating orto inthe ~~part~~public ~~from~~offering ~~time~~of tothe ~~time~~Notes, at the Operating ~~Partnership’s~~ ~~option,~~Partnership atis afiling ~~redemption~~the ~~price~~Underwriting ~~equal~~Agreement, ~~to 100% of~~ the ~~principal~~form ~~amount~~ of the ~~Sterling~~ Notes toand becertain ~~redeemed.~~other Inexhibits ~~each~~with ~~case,~~this ~~accrued~~Current ~~and~~Report ~~unpaid~~on Form 8-K ~~interest,~~as ifexhibits ~~any,~~to ~~will~~such beRegistration ~~paid~~Statement. onSee ~~the~~“Item ~~Sterling~~9.01 ~~Notes~~– ~~being~~Financial ~~redeemed~~Statements ~~to,~~and ~~but excluding, the redemption date~~Exhibits.”

~~The~~This Current ~~Indenture~~Report ~~governing~~does ~~the~~not ~~Notes~~constitute ~~restricts,~~an ~~among other~~offer ~~things~~to sell, ~~the~~or ~~Operating~~a ~~Partnership’s~~solicitation ~~and~~of ~~its~~an ~~subsidiaries~~offer ~~ability~~ to ~~incur~~buy, ~~additional~~any ~~indebtedness~~security and toshall ~~merge~~not orconstitute ~~consolidate~~an offer, ~~with~~solicitation ~~any~~or ~~other~~sale ~~person~~in orany ~~sell,~~jurisdiction ~~assign,~~in ~~transfer,~~which ~~lease~~such offer, ~~convey~~solicitation or ~~otherwise~~sale ~~dispose~~would ofbe ~~substantially all of its assets~~unlawful.

The Notes are being issued pursuant to the Registration Statement (File No. 333-267431) that the Euro Issuer and the Operating Partnership filed with the Securities and Exchange Commission (the “SEC”) relating to the public offering from time to time of securities of the Euro Issuer and the Operating Partnership pursuant to Rule 415 of the Securities Act of 1933, as amended. In connection with filing with the SEC definitive prospectus supplements, each dated April 22, 2024, and a base prospectus, dated September 15, 2022, relating to the public offerings of the Notes and guarantees corresponding to the Euro Notes, the Operating Partnership is filing the Euro Underwriting Agreement, the Sterling Underwriting Agreement, the form of the Notes and certain other exhibits with this Current Report on Form 8-K as exhibits to such Registration Statement. See “Item 9.01. – Financial Statements and Exhibits.”

~~This Current Report does not constitute an offer~~(d) Exhibits. toThe ~~sell,~~following ordocuments ahave ~~solicitation~~been offiled anas ~~offer~~exhibits to ~~buy,~~this ~~any~~report ~~security~~ and ~~shall~~are ~~not~~incorporated ~~constitute~~by anreference ~~offer,~~herein ~~solicitation~~as ordescribed ~~sale in any jurisdiction in which such offer, solicitation or sale would be unlawful~~above.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
1.1		Underwriting Agreement, dated July 18, 2024, between Prologis, L.P., BofA Securities, Inc., Citigroup Global Markets Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc. and SMBC Nikko Securities America, Inc., as representatives of the several underwriters named in Schedule A thereto.

4.1		Form of Officers’ Certificate related to the 5.000% Notes due 2035.

4.2		Form of 5.000% Notes due 2035.

4.3		Form of Officers’ Certificate related to the 5.250% Notes due 2054.

4.4		Form of 5.250% Notes due 2054.

5.1		Opinion of Mayer Brown LLP.

23.1		Consent of Mayer Brown LLP (included in Exhibit 5.1).

104		Cover Page Interactive Data File – the cover page iXBRL tags are embedded within the Inline XBRL document.

~~(d) Exhibits. The following~~SIGNATURES ~~documents have been filed as exhibits to this report and are incorporated by reference herein as described above.~~

Exhibit No.		Description
1.1		Underwriting Agreement, dated April 22, 2024, among Prologis Euro Finance LLC, Prologis, L.P., and BNP Paribas, Crédit Agricole Corporate and Investment Bank, HSBC Bank plc, J.P. Morgan Securities plc, Morgan Stanley & Co International plc and the other underwriters named in Schedule A thereto.
1.2		Underwriting Agreement, dated April 22, 2024, among Prologis, L.P. and BNP Paribas, Crédit Agricole Corporate and Investment Bank, HSBC Bank plc, J.P. Morgan Securities plc, Morgan Stanley & Co International plc and the other underwriters named in Schedule A thereto.
4.1		Form of Officers’ Certificate related to the 4.000% Notes due 2034.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

4.2		Form of 4.000% Notes due 2034.
	PROLOGIS, INC.
4.3		Form of Officers’ Certificate related to the 5.625% Notes due 2040.
Date: July 23, 2024	By:	/s/ Anne DeMarco
4.4		Form of 5.625% Notes due 2040.
		Name:	Anne DeMarco
5.1		Opinion of Mayer Brown LLP regarding the Euro Notes.
		Title:	Vice President and Assistant Secretary
5.2		Opinion of Mayer Brown LLP regarding the Sterling Notes.
	PROLOGIS, L.P.
23.1		Consent of Mayer Brown LLP regarding the Euro Notes (included in Exhibit 5.1).
	By: Prologis, Inc.,
23.2		Consent of Mayer Brown LLP regarding the Sterling Notes (included in Exhibit 5.2).
	its General Partner
104		Cover Page Interactive Data File – the cover page iXBRL tags are embedded within the Inline XBRL document.
Date: July 23, 2024	By:	/s/ Anne DeMarco
		Name:	Anne DeMarco
		Title:	Vice President and Assistant Secretary

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PROLOGIS, INC.
Date: May 7, 2024	By:	/s/ Anne DeMarco
		Name:	Anne DeMarco
		Title:	Vice President and Assistant Secretary
	PROLOGIS, L.P. By: Prologis, Inc., its General Partner
Date: May 7, 2024	By:	/s/ Anne DeMarco
		Name:	Anne DeMarco
		Title:	Vice President and Assistant Secretary

Filing Compare · Prologis, L.P.