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): ~~July~~April 1820, ~~2024~~2026

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~~2026-0704-1820
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, L.P. (the “Operating Partnership”) expects that it will close the issuance and sale of the Notes (defined below) on ~~July~~April 23, ~~2024~~ 2026. The information under Item 8.01 is incorporated herein by reference.

Item 8.01 Other Events.

On ~~July~~ April 1820, ~~2024~~2026, the Operating Partnership priced an offering of $~~700~~500,000,000 aggregate principal amount of its 54.~~000~~250% Notes due ~~2035~~ 2031 (the “~~2035~~2031 Notes”) and ~~an additional~~ $~~400~~750,000,000 aggregate principal amount of its 54.~~250~~900% Notes due ~~2054~~2036 (the “~~2054~~ 2036 Notes” and, together with the ~~2035~~2031 Notes, the “Notes”). In connection with the offering, the Operating Partnership entered into an Underwriting Agreement, dated ~~July~~April 1820, ~~2024~~2026 (the “Underwriting Agreement”), with BofA Securities, Inc., ~~Citigroup~~ ~~Global~~HSBC ~~Markets~~Securities (USA) Inc., ING ~~Mizuho~~Financial ~~Securities~~Markets ~~USA~~ LLC, ~~MUFG~~J.P. Morgan Securities LLC, ~~Americas~~Scotia Capital (USA) Inc. and ~~SMBC~~TD ~~Nikko~~ Securities ~~America~~(USA) LLC, ~~Inc.,~~ as representatives of the several underwriters named in Schedule A thereto (the “Underwriters”), pursuant to which the Operating Partnership agreed to sell and the Underwriters agreed to purchase the Notes, subject to and upon the terms and conditions set forth therein. A copy of the Underwriting Agreement has been filed as an exhibit to this Current Report and is incorporated herein by reference.

The ~~2054~~ Notes ~~constitute~~are abeing ~~further~~issued ~~issuance~~under ofan ~~the Operating Partnership’s 5.250% Notes due 2054~~indenture, ~~of which $450,000,000 aggregate~~ ~~principal~~dated ~~amount~~as ~~was~~of ~~issued on January~~June 258, ~~2024~~2011 (the “~~Existing~~Base ~~2054 Notes~~Indenture”)., ~~The~~among ~~2054~~Prologis, Inc. ~~Notes~~(the ~~will~~“Parent”), ~~form~~the ~~a single series~~Operating ~~with,~~Partnership and ~~have~~U.S. ~~the~~Bank ~~same~~Trust ~~terms as~~Company, ~~the~~National ~~Existing~~Association, ~~2054~~as ~~Notes~~successor ~~(other~~in ~~than~~interest ~~the~~to ~~initial~~U.S. ~~offering~~Bank ~~price~~National ~~and~~Association, ~~the~~as ~~issue date). Upon settlement~~trustee, ~~the~~as ~~2054~~supplemented ~~Notes~~by ~~will have~~ the ~~same~~fifth ~~CUSIP/ISIN~~supplemental ~~number~~indenture, ~~and~~dated ~~will~~as ~~trade~~of ~~interchangeably~~August 15, ~~with~~2013 (the ~~Existing~~Base ~~2054~~Indenture, ~~Notes.~~as ~~Immediately~~supplemented ~~after~~by ~~giving effect to~~ the ~~issuance~~fifth supplemental ~~of the 2054 Notes~~indenture, the ~~Operating Partnership will have $850,000,000 aggregate principal amount of 5~~“Indenture”).~~250% Notes due 2054 outstanding.~~

The ~~Notes~~ ~~are~~net ~~being~~proceeds ~~issued~~to ~~under~~the anOperating ~~indenture,~~Partnership ~~dated~~from the assale of ~~June 8, 2011 (~~the ~~“Base Indenture”)~~Notes, ~~among~~after ~~Prologis, Inc. (~~the ~~“Parent”),~~Underwriters’ ~~the~~discount ~~Operating~~and ~~Partnership~~offering ~~and~~expenses, ~~U.S.~~are ~~Bank~~estimated ~~Trust~~to ~~Company,~~be ~~National~~approximately ~~Association,~~$1.2 asbillion. ~~successor~~The Operating inPartnership ~~interest~~intends to ~~U.S.~~ ~~Bank~~use ~~National~~the ~~Association,~~net asproceeds ~~trustee,~~from asthe ~~supplemented~~offering byof the ~~fifth~~notes ~~supplemental~~for ~~indenture,~~general ~~dated~~corporate aspurposes, ~~of August 15~~including, ~~2013~~but ~~(the~~not ~~Base~~limited ~~Indenture~~to, asthe ~~supplemented~~repayment byof ~~the~~borrowings ~~fifth~~under ~~supplemental~~its ~~indenture,~~commercial ~~the~~paper ~~“Indenture”)~~program and possibly other debt.

The 2031 ~~net~~Notes ~~proceeds~~will tobear ~~the~~interest ~~Operating~~at ~~Partnership~~a ~~from~~rate ~~the sale~~ of ~~the~~4.250% ~~Notes,~~per ~~after~~annum ~~the Underwriters’ discount~~ and ~~offering~~mature ~~expenses~~on June 15, ~~are estimated to be approximately $1~~2031.1 ~~billion.~~ The ~~Operating~~2036 ~~Partnership~~Notes ~~intends~~will tobear ~~use~~interest ~~the~~at ~~net~~a ~~proceeds~~rate ~~from the offering~~ of ~~the notes~~ ~~for~~4.900% ~~general~~per ~~corporate~~annum ~~purposes,~~and ~~including~~mature ~~the~~on ~~repayment~~June 15, of2036. ~~borrowings~~The ~~under~~Notes ~~the~~will ~~U.S.~~be ~~Dollar~~senior ~~tranches~~unsecured obligations of ~~its~~the ~~global~~Operating ~~lines of credit~~Partnership.

The ~~2035~~ 2031 Notes and the 2036 Notes will ~~bear~~be ~~interest~~redeemable in whole at any time or in part from time to time, at the option of the Operating Partnership, at a ~~rate~~redemption price equal to the greater of: ~~5.000~~(i) 100% ~~per~~of ~~annum~~the principal amount of the Notes to be redeemed and ~~mature~~(ii) the sum of the present values of the remaining scheduled payments of principal and interest on ~~January~~the Notes to be redeemed that would be due if such Notes matured on May 3115, ~~2035.~~2031, ~~The~~in ~~2054~~the case of the 2031 Notes, ~~will~~or ~~bear~~March 15, 2036, in the case of the 2036 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 semi-annual basis (assuming a ~~rate~~360-day year consisting of ~~5.250%~~twelve ~~per~~30-day ~~annum~~months) ~~and~~at ~~mature~~the onthen ~~March~~ current Treasury Rate plus 10 basis points, in the case of the 2031 Notes, and 15 basis points, ~~2054~~in the case of the 2036 Notes. ~~The~~In addition, on or after the Applicable Par Call Date, each series 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 ~~2035~~ ~~Notes~~Indenture ~~and~~governing the ~~2054~~ Notes ~~will~~restricts, beamong other ~~redeemable in whole at any time or in part from time to time~~things, at the ~~option of the~~ Operating Partnership~~, at~~’s aand ~~redemption~~its ~~price~~subsidiaries’ ~~equal~~ability to ~~the~~incur ~~greater~~additional ~~of:~~indebtedness ~~(i) 100% of the principal amount of the Notes to be redeemed~~ and ~~(ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes~~ to bemerge ~~redeemed~~or ~~that would be due if~~consolidate ~~such~~with ~~Notes~~any ~~matured~~other onperson ~~October 31, 2034, in the case of the 2035 Notes,~~ or ~~September 15~~sell, ~~2053~~assign, ~~in the case of the 2054 Notes (each~~transfer, ~~the “Applicable Par Call Date” as to the applicable series of Notes) (in each case exclusive of interest accrued to the redemption date)~~lease, ~~discounted~~convey to the redemption date, on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 basis points, in the case of the 2035 Notes, and 15 basis points, in the case of the 2054 Notes. In addition, on or ~~after~~otherwise ~~the~~dispose ~~Applicable Par Call Date, each series~~ of ~~Notes~~substantially ~~will~~all ~~be redeemable in whole at any time or in part from time to time, at the Operating Partnership’s option, at a redemption price equal to 100%~~ of ~~the~~its ~~principal amount of the applicable series of Notes to be redeemed~~assets. ~~In each case, accrued and unpaid interest, if any, will be paid on the Notes being redeemed to, but excluding, the redemption date.~~

The ~~Indenture~~ ~~governing~~Notes ~~the~~are ~~Notes~~being ~~restricts,~~issued ~~among~~pursuant ~~other~~to ~~things,~~the Registration Statement (File No. 333-289636) that the Operating Partnership’s, the Parent and ~~its~~certain of their wholly-owned subsidiaries’ ~~ability~~filed with the Securities and Exchange Commission (the “SEC”) relating to the public offering from time to time of securities of the ~~incur~~Operating ~~additional~~Partnership, ~~indebtedness~~the Parent and certain of their wholly-owned subsidiaries pursuant to ~~merge~~Rule 415 orof ~~consolidate~~the Securities Act of 1933, as amended. In connection with ~~any~~filing ~~other~~with ~~person~~the orSEC ~~sell,~~a ~~assign~~definitive prospectus supplement, ~~transfer~~dated April 20, ~~lease~~2026, ~~convey~~and orbase ~~otherwise~~prospectus, ~~dispose~~dated August 15, 2025, relating to the public offering of ~~substantially~~the ~~all~~Notes, the Operating Partnership is filing the Underwriting Agreement, the form of ~~its~~the ~~assets~~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.”

~~The Notes~~This ~~are~~Current ~~being~~Report ~~issued~~does ~~pursuant~~not toconstitute ~~the~~an ~~Registration Statement (File No. 333-267431) that the Operating Partnership, the Parent and~~offer ~~certain of their wholly-owned subsidiaries filed with the Securities and Exchange Commission (the “SEC”) relating~~ to ~~the public offering from time to time of securities of the Operating Partnership~~sell, ~~the~~or ~~Parent~~a ~~and~~solicitation ~~certain~~ of ~~their~~an ~~wholly-owned~~offer ~~subsidiaries pursuant~~ to ~~Rule 415 of the Securities Act of 1933~~buy, asany ~~amended.~~security ~~In connection with filing with the SEC a definitive prospectus supplement, dated July 18, 2024,~~ and ~~base~~shall ~~prospectus,~~not ~~dated~~constitute ~~September 15,~~an ~~2022~~offer, ~~relating~~solicitation toor ~~the~~sale ~~public~~in ~~offering~~any ~~of the Notes, the Operating~~jurisdiction ~~Partnership~~in iswhich ~~filing~~such ~~the Underwriting Agreement~~offer, ~~the~~solicitation ~~form~~or ofsale ~~the~~would ~~Notes~~be ~~and certain other exhibits with this Current Report on Form 8-K as exhibits to such Registration Statement~~unlawful. ~~See “Item 9.01 – Financial Statements and Exhibits.”~~

~~This Current~~Item ~~Report~~9.01. ~~does~~Financial ~~not~~Statements ~~constitute an offer to sell, or a solicitation of an offer to buy, any security~~ and ~~shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful~~Exhibits.

~~Item 9~~(d) Exhibits.~~01.~~ ~~Financial~~The ~~Statements~~following documents have been filed as exhibits to this report and ~~Exhibits~~are incorporated by reference herein as described above.

(d) Exhibits. The following 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 20, 2026, between Prologis, L.P., BofA Securities, Inc., HSBC Securities (USA) Inc., ING Financial Markets LLC, J.P. Morgan Securities LLC, Scotia Capital (USA) Inc. and TD Securities (USA) LLC, as representatives of the several underwriters named in Schedule A thereto.
4.1		Form of Officers’ Certificate related to the 4.250% Notes due 2031.
4.2		Form of 4.250% Notes due 2031.
4.3		Form of Officers’ Certificate related to the 4.900% Notes due 2036.
4.4		Form of 4.900% Notes due 2036.
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.

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.

SIGNATURES

~~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.

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: April 23, 2026	By:	/s/ David Malinger
		Name: David Malinger
		Title: Senior Vice President and Assistant Secretary

	PROLOGIS, INC.
	PROLOGIS, L.P.
Date: July 23, 2024	By:	/s/ Anne DeMarco
	By: Prologis, Inc.,
		Name:	Anne DeMarco
	its General Partner
		Title:	Vice President and Assistant Secretary
Date: April 23, 2026	By:	/s/ David Malinger
	PROLOGIS, L.P.
		Name: David Malinger
	By: Prologis, Inc.,
		Title: Senior Vice President and Assistant Secretary
	its General Partner
Date: July 23, 2024	By:	/s/ Anne DeMarco
		Name:	Anne DeMarco
		Title:	Vice President and Assistant Secretary

Filing Compare · Prologis, L.P.