Prologis (PLD) outlines global logistics REIT scale, strategy and ESG
Rhea-AI Filing Summary
Prologis is a global logistics real estate REIT that controls Prologis, L.P., owning or investing in about 1.3 billion square feet of logistics properties and development projects across 20 countries. The Real Estate segment (rental operations and development) supplies 90–95% of consolidated revenue and funds growth through developments, redevelopments and capital recycling.
The Strategic Capital segment manages co-investment ventures holding $62.4 billion of operating properties (562 million square feet), adding fee income and sharing risk with institutional partners. At December 31, 2025, Prologis reported nonaffiliate equity market value of $97.3 billion, about 929.6 million shares outstanding, liquidity of $7.6 billion, a 3.2% weighted average interest rate on debt with a 9‑year average term, and significant customer and geographic diversification, led by Amazon as its largest tenant. The company emphasizes ESG initiatives, including 1.1 gigawatts of solar capacity, widespread LED retrofits and extensive workforce and community programs.
Positive
- None.
Negative
- None.
Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One) |
||
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended |
|
or
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ |
Commission File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
|
(Address of principal executive offices) |
(Zip Code) |
(
(Registrants’ telephone number, including area code)
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. |
|
|
|
|||
Prologis, L.P. |
|
|
|
|||
Prologis, L.P. |
|
|
|
Securities registered pursuant to Section 12(g) of the Act:
Prologis, Inc. – NONE
Prologis, L.P. – NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Prologis, Inc.: |
Prologis, L.P.: |
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Prologis, Inc.: Yes ☐ |
Prologis, L.P.: Yes ☐ |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Prologis, Inc.:
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter periods that the registrant was required to submit such files). Prologis, Inc.:
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Prologis, Inc.: |
☑ |
☐ |
Accelerated filer |
Smaller reporting company |
||
|
☐ |
Non-accelerated filer |
|
Emerging growth company |
||
Prologis, L.P.: |
☐ |
Large accelerated filer |
☐ |
Accelerated filer |
Smaller reporting company |
|
|
☑ |
|
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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Prologis, Inc.: Yes ☐ No |
Prologis, L.P.: Yes ☐ No |
Based on the closing price of Prologis, Inc.’s common stock on June 30, 2025 the aggregate market value of the voting common equity held by nonaffiliates of Prologis, Inc. was $
The number of shares of Prologis, Inc.’s common stock outstanding at February 11, 2026, was approximately
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Part III of this report are incorporated by reference to the registrant’s definitive proxy statement for the 2026 annual meeting of its stockholders or will be provided in an amendment filed on Form 10-K/A.
Auditor Name:
Table of Contents
EXPLANATORY NOTE
This report combines the annual reports on Form 10-K for the year ended December 31, 2025, of Prologis, Inc. and Prologis, L.P. Unless stated otherwise or the context otherwise requires, references to “Prologis, Inc.” or the “Parent” mean Prologis, Inc. and its consolidated subsidiaries; and references to “Prologis, L.P.” or the “Operating Partnership” or the “OP” mean Prologis, L.P., and its consolidated subsidiaries. The terms “the Company,” “Prologis,” “we,” “our” or “us” means the Parent and the OP collectively.
The Parent is a real estate investment trust (a “REIT”) and the general partner of the OP. At December 31, 2025, the Parent owned a 97.71% common general partnership interest in the OP and substantially all of the preferred units in the OP. The remaining 2.29% common limited partnership interests are owned by unaffiliated investors and certain current and former directors and officers of the Parent.
We operate the Parent and the OP as one enterprise. The management of the Parent consists of the same members as the management of the OP. These members are officers of the Parent and employees of the OP or one of its subsidiaries. As sole general partner, the Parent has control of the OP through complete responsibility and discretion in the day-to-day management and therefore, consolidates the OP for financial reporting purposes. Because the only significant asset of the Parent is its investment in the OP, the assets and liabilities of the Parent and the OP are the same on their respective financial statements.
We believe combining the annual reports on Form 10-K of the Parent and the OP into this single report results in the following benefits:
It is important to understand the few differences between the Parent and the OP in the context of how we operate the Company. The Parent does not conduct business itself, other than acting as the sole general partner of the OP and issuing public equity from time to time. The OP holds substantially all the assets of the business, directly or indirectly. The OP conducts the operations of the business and is structured as a partnership with no publicly traded equity. Except for net proceeds from equity issuances by the Parent, which are contributed to the OP in exchange for partnership units, the OP generates capital required by the business through the OP’s operations, incurrence of indebtedness and issuance of partnership units to third parties.
The presentation of noncontrolling interests, stockholders’ equity and partners’ capital are the main areas of difference between the consolidated financial statements of the Parent and those of the OP. The differences in the presentations between stockholders’ equity and partners’ capital result from the differences in the equity and capital issuances in the Parent and in the OP.
The preferred stock, common stock, additional paid-in capital, accumulated other comprehensive income (loss) and distributions in excess of net earnings of the Parent are presented as stockholders’ equity in the Parent’s consolidated financial statements. These items represent the common and preferred general partnership interests held by the Parent in the OP and are presented as general partner’s capital within partners’ capital in the OP’s consolidated financial statements. The common limited partnership interests held by the limited partners in the OP are presented as noncontrolling interest within equity in the Parent’s consolidated financial statements and as limited partners’ capital within partners’ capital in the OP’s consolidated financial statements.
To highlight the differences between the Parent and the OP, separate sections in this report, as applicable, individually discuss the Parent and the OP, including separate financial statements and separate Exhibit 31 and 32 certifications. In the sections that combine disclosure of the Parent and the OP, this report refers to actions or holdings as being actions or holdings of Prologis.
Table of Contents
|
|
TABLE OF CONTENTS |
|
|
|
|
|
|
|
Item |
|
Description |
|
Page |
|
|
PART I |
|
|
1. |
|
Business |
|
3 |
|
|
The Company |
|
3 |
|
|
Reportable Segments |
|
5 |
|
|
Future Growth |
|
7 |
|
|
Code of Ethics and Business Conduct |
|
11 |
|
|
Global Impact and Sustainability |
|
11 |
|
|
Environmental Matters |
|
12 |
|
|
Governmental Matters |
|
13 |
|
|
Insurance Coverage |
|
13 |
1A. |
|
Risk Factors |
|
13 |
1B. |
|
Unresolved Staff Comments |
|
22 |
1C. |
|
Cybersecurity |
|
22 |
2. |
|
Properties |
|
23 |
|
|
Geographic Distribution |
|
23 |
|
|
Lease Expirations |
|
26 |
|
|
Co-Investment Ventures |
|
27 |
3. |
|
Legal Proceedings |
|
27 |
4. |
|
Mine Safety Disclosures |
|
27 |
|
|
PART II |
|
|
5. |
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
|
27 |
|
|
Market Information and Holders |
|
27 |
|
|
Preferred Stock Dividends |
|
28 |
|
|
Sales of Unregistered Securities |
|
28 |
|
|
Purchases of Equity Securities |
|
28 |
|
|
Securities Authorized for Issuance Under Equity Compensation Plans |
|
28 |
|
|
Other Stockholder Matters |
|
29 |
6. |
|
[Reserved] |
|
29 |
7. |
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
|
29 |
|
|
Management’s Overview |
|
29 |
|
|
Results of Operations |
|
30 |
|
|
Environmental Matters |
|
38 |
|
|
Liquidity and Capital Resources |
|
38 |
|
|
Critical Accounting Policies |
|
43 |
|
|
New Accounting Pronouncements |
|
44 |
|
|
Funds from Operations Attributable to Common Stockholders/Unitholders |
|
44 |
7A. |
|
Quantitative and Qualitative Disclosures About Market Risk |
|
46 |
8. |
|
Financial Statements and Supplementary Data |
|
47 |
9. |
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
|
47 |
9A. |
|
Controls and Procedures |
|
47 |
9B. |
|
Other Information |
|
48 |
9C. |
|
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
|
48 |
|
|
PART III |
|
|
10. |
|
Directors, Executive Officers and Corporate Governance |
|
48 |
11. |
|
Executive Compensation |
|
49 |
12. |
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
|
49 |
13. |
|
Certain Relationships and Related Transactions, and Director Independence |
|
49 |
14. |
|
Principal Accounting Fees and Services |
|
49 |
|
|
PART IV |
|
|
15. |
|
Exhibits, Financial Statements and Schedules |
|
49 |
16. |
|
Form 10-K Summary |
|
49 |
2
Table of Contents
The statements in this report that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which we operate as well as management’s beliefs and assumptions. Such statements involve uncertainties that could significantly impact our financial results. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “aims,” and “estimates,” including variations of such words and similar expressions, are intended to identify such forward-looking statements, which generally are not historical in nature. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating to rent and occupancy growth, acquisition and development activity, including data center developments and power procurement related thereto, contribution and disposition activity, general conditions in the geographic areas where we operate, expectations regarding new lines of business, our debt, capital structure and financial position, our ability to earn revenues from co-investment ventures or form new co-investment ventures and the availability of capital in existing or new co-investment ventures — are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained, and therefore actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) international, national, regional and local economic and political climates and conditions; (ii) changes in global financial markets, interest rates and foreign currency exchange rates; (iii) increased or unanticipated competition for our properties; (iv) risks associated with acquisitions, dispositions and development of properties, including the integration of the operations of significant real estate portfolios; (v) maintenance of Real Estate Investment Trust (“REIT”) status, tax structuring and changes in income tax laws and rates; (vi) availability of financing and capital, the levels of debt that we maintain and our credit ratings; (vii) risks related to our investments in and management of our co-investment ventures, including our ability to establish new co-investment ventures; (viii) risks of doing business internationally, including currency risks; (ix) environmental uncertainties, including risks of natural disasters; and (x) those additional factors discussed under Part I, Item 1A. Risk Factors in this report. We undertake no duty to update any forward-looking statements appearing in this report except as may be required by law.
PART I
ITEM 1. Business
Prologis, Inc. is a self-administered and self-managed REIT and is the sole general partner of Prologis, L.P. through which it holds substantially all of its assets. We operate Prologis, Inc. and Prologis, L.P. as one enterprise and, therefore, our discussion and analysis refers to Prologis, Inc. and its consolidated subsidiaries, including Prologis, L.P. We invest in real estate through wholly owned subsidiaries and other entities through which we co-invest with partners and investors ("co-investment ventures"). We have a significant ownership interest in the co-investment ventures, which are either consolidated or unconsolidated based on our level of control of the entity.
Prologis, Inc. began operating as a fully integrated real estate company in 1997 and elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (“Internal Revenue Code” or “IRC”). We believe the current organization and method of operation enable Prologis, Inc. to maintain its status as a REIT. Prologis, L.P. was also formed in 1997.
We operate, manage and measure the operating performance of our properties on an owned and managed (“O&M”) basis. Our O&M portfolio includes our consolidated properties as well as properties owned by our unconsolidated co-investment ventures, which we manage. We make operating decisions based on our total O&M portfolio as we manage the properties without regard to their ownership. We also evaluate our results based on our proportionate economic ownership of each property included in the O&M portfolio (“our share”).
Included in our discussion below are references to funds from operations (“FFO”) and net operating income (“NOI”), neither of which are United States (“U.S.”) generally accepted accounting principles (“GAAP”). See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations for a reconciliation of Net Earnings Attributable to Common Stockholders/Unitholders in the Consolidated Statements of Income to our FFO measures and a reconciliation of NOI to Operating Income in the Consolidated Statements of Income, the most directly comparable GAAP measures.
Our corporate headquarters is located at Pier 1, Bay 1, San Francisco, California 94111, and our other principal office locations are in Amsterdam, Denver, Mexico City, Sao Paulo, Shanghai, Singapore and Tokyo.
Our Internet address is www.prologis.com. All reports required to be filed with the Securities and Exchange Commission (“SEC”) are available and can be accessed free of charge through the Investor Relations section of our website. The common stock of Prologis, Inc. is listed on the New York Stock Exchange (“NYSE”) under the ticker “PLD” and is a component of the Standard & Poor’s (“S&P”) 500.
THE COMPANY
Prologis is the global leader in logistics real estate, operating in high-barrier, high-growth markets across 20 countries on four continents. Our portfolio is concentrated in key commercial hubs, strategically located near end consumers to enable the efficient flow
3
Table of Contents
of goods. We own, manage and develop high-quality logistics facilities and deliver integrated infrastructure solutions that optimize how our customers operate within our buildings. Our services address the evolving needs of modern supply chains, including the growing convergence of physical, digital and energy infrastructure, as logistics facilities increasingly support power and data-intensive operations. Consistent with this strategy, we are leveraging our development capabilities, energy solutions and strategic locations to deliver digital infrastructure requirements through selective development of data centers.
Logistics real estate demand is driven by the essential role supply chains play in the global economy and heightened by several long-term structural factors. These include: (i) customers repositioning their supply chains to meet rising e-commerce penetration and service expectations; (ii) growth in global consumption; (iii) an increased focus on supply chain efficiency and resiliency; and (iv) the need for modern, well-located facilities to support evolving distribution and fulfillment requirements. We believe these factors will continue to support demand for logistics space and relatively low vacancy rates over the long term. In the near term, while economic uncertainty related to trade tensions and shifting policies has increased, our proprietary metrics and customer dialogue indicate that customers are engaged and moving forward with real estate decisions.
Our teams actively manage our portfolio by delivering comprehensive real estate services, including leasing, property management, development, acquisition and disposition expertise. We invest significant capital into new properties through acquisition and development activity, including build-to-suit development, speculative development and redevelopment of properties into industrial properties and data centers. Proceeds from property dispositions, typically through contributions of newly developed properties to our co-investment ventures, data center sales or sales of non-strategic assets to third parties, allow us to recycle capital back into our ongoing investment activities, providing the ability to realize long-term value creation.
While the majority of our properties in the U.S. are wholly owned, we also hold significant ownership interest in properties both in the U.S. and internationally through our investment in co-investment ventures. Partnering with many of the world’s largest institutional investors through co-investment ventures broadens our access to capital, and allows us to expand our investment capacity and enhance and diversify our returns, while mitigating our exposure to foreign currency movements.
Our scale and customer-focused strategy have driven us to expand the services we offer. Our 1.3 billion square foot portfolio serves as the foundation for a comprehensive platform of solutions that address the challenges our customers face in global fulfillment today. Through Prologis Essentials, we deliver solutions to support our customers’ operational, energy and sustainability needs. Our customer experience teams, proprietary technology and strategic partnerships are central to every aspect of the Prologis Essentials platform. These resources allow us to provide customers with differentiated insights and infrastructure solutions to help them advance sustainability goals and improve operational efficiency. We have more than 1 gigawatt of solar generation and storage capacity on our O&M portfolio, including Prologis and third-party owned projects. In addition, the principles of environmental, social and governance ("ESG") are embedded in our business strategy through an integrated approach to global impact and sustainability, which we believe creates value for our customers, investors, employees and communities.
4
Table of Contents
Our Global Presence
At December 31, 2025, we owned or had investments in, on a wholly owned basis or through co-investment ventures, properties and development projects expected to total approximately 1.3 billion square feet across the following geographies:
Throughout this discussion, amounts are presented in U.S. dollars, our reporting currency. Included in these amounts are consolidated and unconsolidated investments denominated in foreign currencies, principally the British pound sterling, Canadian dollar, euro and Japanese yen that are impacted by fluctuations in exchange rates when translated to U.S. dollars. We mitigate our exposure to foreign currency fluctuations by investing outside the U.S. through co-investment ventures, borrowing in the functional currency of our subsidiaries and utilizing derivative financial instruments.
REPORTABLE SEGMENTS
Our business comprises two reportable segments: Real Estate (Rental Operations and Development) and Strategic Capital.
Below is information summarizing consolidated activity within our segments over the last three years (in millions):
|
5
Table of Contents
Real Estate Segment
Rental Operations. Rental operations comprise the largest component of our reportable segments and generally contributes 90% to 95% of our consolidated revenues, earnings and FFO. We collect rent from our customers through operating leases, including reimbursements for the majority of our property operating costs. Through our global footprint, we have a diversified lease portfolio and our revenues from in-place leases are contractual with fixed or inflation-linked escalations. For leases commenced in 2025, the weighted average lease term in our consolidated operating portfolio was 70 months. We expect to generate earnings growth by increasing rents, maintaining high occupancy rates and controlling expenses. The primary driver of our revenue growth will be the rolling of in-place leases to current market rents upon lease expiration. We believe our active portfolio management, combined with the skills of our property management, maintenance, energy, sustainability and risk management teams allow us to maximize NOI across our portfolio. Substantially all of our consolidated rental revenue, NOI and cash flows from rental operations are generated in the U.S.
Development. Our development business provides the opportunity to profitably build modern logistics facilities that address the evolving requirements of our customers while deepening our presence in our target markets. We are also selectively expanding our development activities to include data centers in certain markets, by focusing on procuring power and securing build-to-suit lease transactions. We believe we have a competitive advantage due to: (i) the strategic locations of our buildings and land sites; (ii) the multidisciplinary expertise of our teams; (iii) the depth of our customer relationships; (iv) our ability to secure and grow access to power; (v) our procurement capabilities that enable us to secure high-demand data center equipment; and (vi) our ability to procure high demand construction materials at a lower cost. Successful development projects contribute significantly to earnings growth as they are leased, begin generating income and increase the value of our Real Estate Segment. In general, we develop properties in the U.S. to hold for the long term or to contribute to our unconsolidated co-investment ventures, and outside the U.S. primarily to contribute to these ventures.
Strategic Capital Segment
We partner with many of the world’s largest institutional investors through co-investment ventures. The business is capitalized through private and public equity, and is comprised of 94% open-ended ventures, long-term ventures and three publicly traded vehicles: (i) Nippon Prologis REIT, Inc. in Japan; (ii) China AMC Prologis Logistics REIT in China; and (iii) FIBRA Prologis in Mexico (which controls and owns more than 99% of Terrafina, also a publicly traded FIBRA). We align our interests with our partners by holding significant ownership interests in the co-investment ventures. Ten of the co-investment ventures are unconsolidated entities, and one is consolidated, with our ownership in the co-investment ventures ranging from 15% to 55%. This structure allows us to reduce our exposure to foreign currency fluctuations for non-U.S. investments. Management of the unconsolidated co-investment ventures comprises our Strategic Capital Segment.
This segment generates durable, long-term cash flows and generally contributes 5% to 10% of our consolidated revenues, earnings and FFO, excluding promotes. We generate strategic capital revenue from our unconsolidated co-investment ventures, principally through asset management and property management services. Revenue earned from asset management fees is primarily driven by the quarterly valuation of the real estate properties owned by the respective ventures. We earn additional revenues by providing leasing, acquisition, construction management, development and disposition services. The majority of the strategic capital revenues are generated outside the U.S. In certain ventures, we also have the ability to earn revenues through incentive fees (“promotes” or “promote revenues”) periodically during the life of a venture, upon liquidation of a venture or upon stabilization of individual venture assets, based primarily on the total return of the investments over certain financial hurdles. Promote revenue is recognized when earned, either at the end of the promote period or upon liquidation or stabilization.
6
Table of Contents
FUTURE GROWTH
We believe that the quality and scale of our portfolio, our ability to add value creation through development, our strategic capital business, the depth of our customer relationships and the strength of our balance sheet are differentiators that allow us to drive growth in revenues, NOI, earnings, FFO and cash flows.
|
Rent change represents the percentage change in net effective rental rates (average rate over the lease term), on new and renewed leases, commenced during the period compared with previous net effective rental rates for the same respective spaces.
Based on our current estimates, our consolidated land and other real estate investments, including options and CLPs, have the potential to support the development of $37.3 billion ($42.6 billion on an O&M basis) of TEI of newly developed buildings. We measure the estimated value creation of a development project as the stabilized value above our TEI. As properties are completed and leased, we expect to capture the value creation principally through gains realized upon contributing these properties to unconsolidated co-investment ventures and through increases in the NOI of the consolidated portfolio.
7
Table of Contents
|
Competition
Real estate ownership is highly fragmented, and we face competition from many owners and operators. Competitively priced logistics space could impact our occupancy rates and limit the rents we can charge, which in turn could affect our operating results, particularly during periods of economic uncertainty or elevated new supply. We also face competition in our capital deployment business from regional, national and global operators and developers, and in our strategic capital business from investment and asset managers seeking institutional capital.
Despite this competitive environment, our global reach and local market knowledge, developed over the years, provide us with distinct competitive advantages, including the following:
8
Table of Contents
Customers
At December 31, 2025, in our Real Estate Segment representing our consolidated properties, we had more than 4,000 customers occupying 649 million square feet of logistics operating properties (6,500 customers occupying 1.3 billion square feet for our O&M portfolio). Our broad customer base represents a spectrum of international, national, regional and local logistics users who operate across various industries, providing diverse goods to consumers throughout the globe.
The strategic location of our global portfolio gives us a unique ability to provide real estate solutions that support our customers' supply chains and help them meet end-consumer delivery expectations. Our properties are positioned at critical points in the supply chain, most notably our infill and Last Touch® facilities, which are located within and adjacent to major cities to ensure same-day delivery to consumers. Additionally, we own import and national distribution centers with access to major seaports and intermodal hubs, as well as regional distribution centers that facilitate broader market reach.
Below are the primary categories of goods in our consolidated real estate properties at December 31, 2025:
9
Table of Contents
The following table details our top 25 customers for our consolidated and O&M real estate properties at December 31, 2025 (square feet in millions):
|
Consolidated - Real Estate Segment |
|
|
Owned and Managed |
||||
Top Customers |
% of |
|
Total Occupied Square Feet |
|
Top Customers |
% of |
|
Total Occupied Square Feet |
1. Amazon |
6.3 |
|
35 |
|
1. Amazon |
5.3 |
|
48 |
2. Home Depot |
2.8 |
|
17 |
|
2. Home Depot |
1.8 |
|
19 |
3. FedEx |
1.8 |
|
7 |
|
3. FedEx |
1.4 |
|
11 |
4. UPS |
1.0 |
|
7 |
|
4. DHL |
1.2 |
|
14 |
5. Walmart |
0.8 |
|
5 |
|
5. DSV |
1.2 |
|
14 |
6. GXO |
0.8 |
|
5 |
|
6. Geodis |
1.0 |
|
14 |
7. Geodis |
0.7 |
|
6 |
|
7. GXO |
0.9 |
|
10 |
8. Pepsi |
0.7 |
|
4 |
|
8. UPS |
0.9 |
|
10 |
9. DHL |
0.7 |
|
3 |
|
9. CEVA Logistics |
0.8 |
|
11 |
10. Lululemon |
0.7 |
|
2 |
|
10. Walmart |
0.7 |
|
9 |
Top 10 Customers |
16.3 |
|
91 |
|
Top 10 Customers |
15.2 |
|
160 |
11. GigaCloud |
0.7 |
|
3 |
|
11. Kuehne + Nagle |
0.7 |
|
8 |
12. DSV |
0.7 |
|
3 |
|
12. Maersk |
0.7 |
|
6 |
13. NFI Industries |
0.7 |
|
3 |
|
13. Pepsi |
0.5 |
|
5 |
14. Wayfair |
0.6 |
|
6 |
|
14. Mercado Libre |
0.5 |
|
6 |
15. Ryder |
0.6 |
|
3 |
|
15. GigaCloud |
0.4 |
|
3 |
16. Berkshire Hathaway |
0.5 |
|
2 |
|
16. NFI Industries |
0.4 |
|
4 |
17. Tesla |
0.5 |
|
2 |
|
17. Ryder |
0.4 |
|
4 |
18. Western Post |
0.4 |
|
2 |
|
18. Lululemon |
0.4 |
|
2 |
19. Maersk |
0.4 |
|
2 |
|
19. Burlington Stores |
0.4 |
|
3 |
20. Kellanova |
0.4 |
|
3 |
|
20. Samsung |
0.4 |
|
5 |
21. Imperial Dade |
0.4 |
|
2 |
|
21. Wayfair |
0.4 |
|
6 |
22. RONA |
0.4 |
|
1 |
|
22. Tesla |
0.3 |
|
2 |
23. The Clorox Company |
0.4 |
|
3 |
|
23. ZOZO |
0.3 |
|
5 |
24. OnTrac |
0.4 |
|
1 |
|
24. Berkshire Hathaway |
0.3 |
|
3 |
25. CEVA Logistics |
0.3 |
|
3 |
|
25. Nippon Express |
0.3 |
|
4 |
Top 25 Customers |
23.7 |
|
130 |
|
Top 25 Customers |
21.6 |
|
226 |
In our Strategic Capital Segment, we view our partners and investors as our customers. At December 31, 2025, we had 159 investors in our private equity ventures, several of which invest in multiple ventures.
Our People
Our people are the foundation of our business. They implement our strategy and create value for our customers and shareholders. We seek to recruit and retain talented employees with varied experiences and perspectives. The intent is to create an inclusive and high-performing culture where each employee can do their best work and drive our collective success.
The following charts display our workforce demographics by levels of seniority at December 31, 2025:
Women, 2025 (1) |
People of Color (U.S. only), 2025 (1) |
|
|
(1) Managers include employees with manager, director or vice president titles. Senior leaders include employees with senior vice president or higher titles.
We align employees’ goals with our overall strategic direction to create a clear link between individual efforts and the long-term success of the company. We communicate at all levels of the organization throughout the year about company goals and strategic initiatives to
10
Table of Contents
ensure awareness and alignment. We then provide continual feedback to all employees on their progress towards those goals as well as budget for external learning and stretch opportunities to support their growth.
Providing our employees with learning and development opportunities through training, education and mentorship is critical to our continued ability to innovate. In 2025, more than 1,800 employees completed more than 14,400 hours of company-provided or company-sponsored learning and development training.
We provide opportunities for our employees to share their insights and perspectives on our company and their work experience. Our most recent employee engagement survey, completed in September 2025, had a participation rate of 92%, with an engagement level of 85% based on respondents' positive responses to the questions that comprise our engagement driver index.
We strive to cultivate a healthy and safe working environment for our employees. We provide workplace flexibility with accountability as determined by role. We continue to attract and retain talent in the industry through competitive compensation, a robust benefits package, pathways to career advancement, talent recognition and individual development planning. We conduct annual pay equity analyses and aim to address differences in compensation not explained by relevant job factors.
The following table summarizes our total number of employees at December 31, 2025:
Geographies |
|
|
|
|
U.S. (1) |
|
|
1,649 |
|
Other Americas |
|
|
210 |
|
Europe |
|
|
657 |
|
Asia |
|
|
286 |
|
Total |
|
|
2,802 |
|
Prologis employees are not organized under collective bargaining agreements, other than in Brazil, France and Spain, and there is a works council in France.
CODE OF ETHICS AND BUSINESS CONDUCT
We maintain a Code of Ethics and Business Conduct applicable to our board of directors (the “Board”) and all of our officers and employees, including the principal executive officer, the principal financial officer and the principal accounting officer, and other people performing similar functions. A copy of our Code of Ethics and Business Conduct is available on our website, www.prologis.com. In addition to being accessible through our website, copies of our Code of Ethics and Business Conduct can be obtained, free of charge, upon written request to Investor Relations, Pier 1, Bay 1, San Francisco, California 94111. Any amendments to or waivers of our Code of Ethics and Business Conduct that apply to the principal executive officer, the principal financial officer, the principal accounting officer, or other people performing similar functions, and that relate to any matter enumerated in Item 406(b) of Regulation S-K, will be disclosed on our website.
GLOBAL IMPACT AND SUSTAINABILITY
The principles of ESG are ingrained in our business strategy through our integrated approach to global impact and sustainability, which we believe creates value for our customers, investors, employees and communities. As we look toward the future, we have set sustainability goals and objectives that demonstrate our ambition, create accountability and drive alignment with our business strategy. These goals include the utilization of renewable energy sources, along with sustainable development and redevelopment, that create energy savings and reduce our environmental footprint. We have also set goals and objectives to support the communities in which we do business and employ strong governance practices.
Environmental Sustainability
We develop modern and efficient buildings with state-of-the-art technology to stay ahead of our customers’ needs, advance our ability to meet future structural, transportation and energy requirements, and make progress on our own sustainability goals and objectives. This includes new development and redevelopment of buildings that align with leading sustainable building standards and the implementation of solutions and services such as onsite solar generation, energy storage, heat pumps, cool roofs, LED lighting, EV charging stations and other mobility solutions, recycling and xeriscaping. We regularly talk with customers about how Prologis can work with them to enhance the sustainability of their operations. We believe these services and solutions can deliver operational efficiencies, reduce energy and water consumption and decrease greenhouse gas emissions within our customers’ operations and across our own portfolio.
We committed to: (i) installing LED lighting within 100% of our eligible new developments and redevelopments and across 80% of our eligible O&M operating properties by 2025; (ii) achieving 1 gigawatt of solar generation and storage capacity by 2025 on our O&M portfolio, including Prologis and third-party owned projects; and (iii) obtaining sustainable building certifications for 100% of our eligible new
11
Table of Contents
developments and redevelopments. We believe our Prologis Essentials LED and SolarSmart solutions, which provide our customers with energy solutions and savings through efficient lighting and solar panels on our rooftops, help reduce the environmental footprint of our customers and accelerate our progress in these areas.
In 2025, we met these goals. We installed or were scheduled to install LED lighting within 100% of our eligible new developments and redevelopments and across approximately 83% of our eligible logistics facilities (based on square feet) within our O&M operating properties at December 31, 2025. At December 31, 2025, we had 1.1 gigawatts of solar generation and storage capacity on our O&M portfolio, including Prologis and third-party owned projects. To fund our sustainable development activities, we utilized the proceeds from certain senior notes issuances to finance green projects eligible under our green bond framework. For development properties in our O&M portfolio that were approved by our Investment Committee after June 2021 and that reached stabilization during 2025, we certified 62% of our eligible developments and redevelopments with sustainable building certifications and 38% were scheduled for sustainable building certification, totaling 100% of eligible developments and redevelopments.
Social Impact
We are committed to social responsibility and strengthening relationships important to our business through customer partnerships, investor outreach, community involvement, supplier engagement and labor solutions, as discussed above. We work in partnership with local leaders, institutions and organizations to create jobs and job training programs, expand opportunities for students with diverse backgrounds to study real estate, promote health and safety and enhance recreational and transit infrastructure. We believe these efforts help create a more stable and predictable business environment for Prologis and our customers, drive economic development and support social wellness and well-being in the communities we serve.
For our customers, where recruitment and retention of logistics talent is a key challenge, we are helping build a talent pipeline through our Community Workforce Initiative (“CWI”), founded in 2018. The CWI is a talent development program that advances the skills and capabilities of logistics talent, with an emphasis on revitalizing career pathways and creating economic opportunities in the communities where we operate. In 2018, we set a goal to train 25,000 individuals by 2025 by partnering with leading public sector organizations and leveraging digital learning technologies to develop innovative training solutions. We met this goal in 2023, two years early, and have continued to train individuals since achieving it.
Beginning in 2019, we committed to spending 75,000 hours supporting our local communities by 2025. To achieve this goal, we enable our employees to spend 40 working hours a year to volunteer, including at our company-sponsored day of service where employees around the globe volunteer on projects to help in their local communities. At December 31, 2025, we surpassed this goal by reaching a total of 96,000 hours. In addition, we encourage our employees to support their local communities outside of working hours with our Dollars for Doers and other matching gifts programs, through which Prologis donates to eligible charities and non-profit organizations based on employees’ personal volunteer hours or dollar donations.
Governance Practices
We strive to promote a culture of uncompromising integrity, including through our governance practices and corporate oversight. Our Board independence and diversity, open communication with our stockholders and risk management framework that supports our investment and process decisions, all serve to mitigate risk and preserve value for our company.
Over the past eleven years we have onboarded nine new directors with a breadth of experience, increasing the ethnic, gender and geographical diversity of the Board. The charters of our Board Governance and Nomination Committee and Talent and Compensation Committee provide that such committees have specific oversight over global impact and sustainability matters and inclusion and diversity matters, respectively.
The strength of our balance sheet and credit ratings, dedication to proactive risk mitigation and engagement with our employees through ethics and anti-corruption training protects the financial, operational and reputational resilience of our company. Our global risk management team works with our Board to conduct regular enterprise-wide risk assessments to ensure proper oversight over real estate, financial and emerging risks across our global organization. We remain committed to ensuring that 100% of our employees complete ethics training annually, a commitment we continued to achieve in 2025. Along with this commitment, our employees completed more than 4,100 hours of information technology security, workplace safety, compliance and other ethics training in 2025. Our approach is reinforced by our Code of Ethics and Business Conduct, as described above.
ENVIRONMENTAL MATTERS
By the nature of our industry, we are exposed to various environmental risks that may result in unanticipated losses and affect our operating results and financial condition. Either the previous owners or we have conducted environmental reviews on a majority of the properties we have acquired, including land. While some of these assessments have led to further investigation and sampling, none of the environmental assessments have revealed an environmental liability that we believe would have a material adverse effect beyond amounts recorded at December 31, 2025. See further discussion in Item 1A. Risk Factors and Note 15 to the Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data.
12
Table of Contents
GOVERNMENTAL MATTERS
Given the global nature of our business, we are subject to various regulatory requirements, tax and other laws as well as exposed to economic and geopolitical matters such as taxes, tariffs, trade wars and laws within the countries in which we operate and unexpected changes in these items may result in unanticipated losses, adverse tax consequences and affect our operating results and financial condition. Changes in global business operations, such as the increasing adoption of artificial intelligence ("AI"), despite human oversight, may also adversely impact our business, financial condition or results of operations. In addition, we may be impacted by the ability of our non-U.S. subsidiaries to distribute or otherwise transfer cash among our subsidiaries due to currency exchange control regulations and transfer pricing regulations. The impact of regional or country-specific economic instability, including government shutdowns or other internal trade alliances or agreements could also have a material adverse effect on our business, financial condition or results of operations. See further discussion in Item 1A. Risk Factors.
INSURANCE COVERAGE
We carry insurance coverage for our properties. We determine the type of coverage and the policy specifications and limits based on what we deem to be the risks associated with our ownership of properties and our business operations in specific markets. Such coverage typically includes property damage and rental loss insurance resulting from such perils as fire, windstorm, flood, earthquake and terrorism; commercial general liability insurance; and environmental insurance. Insurance is maintained through a combination of commercial insurance, self-insurance and a wholly owned captive insurance entity. The business of our wholly owned captive insurance entity is ancillary to the owning and operating of our real estate. The costs to insure our properties are primarily covered through expense reimbursements from our customers. Additionally, in 2024 we sponsored a catastrophe bond issuance that provides further insurance coverage through 2027 for potential losses resulting from earthquake risks in the U.S. We believe our insurance coverage contains policy specifications and insured limits that are customary for similar properties, business activities and markets and we believe our properties are adequately insured. See further discussion in Item 1A. Risk Factors.
ITEM 1A. Risk Factors
Our operations and structure involve various risks that could adversely affect our business and financial condition, including but not limited to, our financial position, results of operations, cash flow, ability to make distributions and payments to security holders and the market value of our securities. These risks relate to Prologis as well as our investments in consolidated and unconsolidated entities and include among others, (i) risks related to our global operations; (ii) risks related to our business; (iii) risks related to financing and capital; and (iv) risks related to income taxes.
Risks Related to our Global Operations
As a global company, we are subject to social, geopolitical and economic risks associated with conducting business in many countries and our results of operations and financial condition may be materially and adversely affected.
We conduct a significant portion of our business and employ a substantial number of people outside of the U.S. During 2025, we generated approximately $788 million, or 9.0% of our consolidated revenues, from operations outside the U.S. Circumstances and developments related to international operations that could negatively impact us include, but are not limited to, the following factors:
13
Table of Contents
In addition, we may be impacted by the ability of our non-U.S. subsidiaries to dividend or otherwise transfer cash among our subsidiaries due to currency exchange control regulations, transfer pricing regulations and potentially adverse tax consequences, among other factors.
We cannot predict the extent to which these social, geopolitical and economic risks may impact our business and operating results and that of our co-investment ventures, but their impact may include the following:
Any prolonged economic downturn, disruption in the financial markets or public health crises may also impact our ability to access capital markets to issue debt or equity securities and to complete real estate transactions at attractive pricing or at all.
Compliance or failure to comply with regulatory requirements could result in substantial costs.
We are required to comply with many regulations in different countries, including (but not limited to) the Foreign Corrupt Practices Act, the U.K. Bribery Act and similar laws and regulations. Our properties are also subject to various federal, state and local regulatory requirements, such as the Americans with Disabilities Act and state and local fire, life-safety, energy and greenhouse gas emissions requirements. Noncompliance could result in the imposition of governmental fines or the award of damages to private litigants. While we believe that we are currently in material compliance with these regulatory requirements, the requirements may change or new requirements may be imposed that could require significant unanticipated expenditures by us.
Disruptions in the global capital and credit markets may adversely affect our operating results and financial condition.
To the extent there is turmoil in the global financial markets, this turmoil has the potential to adversely affect: (i) the value of our properties; (ii) the availability or the terms of financing that we have or may anticipate utilizing; (iii) our ability to make principal and interest payments on, or refinance any outstanding debt when due; and (iv) the ability of our customers to enter into new leasing transactions or satisfy rental payments under existing leases. Disruptions in the capital and credit markets may also adversely affect the market price of our securities and our ability to make distributions and payments to our security holders.
The depreciation in the value of the foreign currency in countries where we have a significant investment may adversely affect our results of operations and financial position.
We hold significant real estate investments in international markets where the U.S. dollar is not the functional currency. At December 31, 2025, approximately $13.7 billion, or 13.8% of our total consolidated assets, were invested in a currency other than the U.S. dollar, principally the British pound sterling, Canadian dollar, euro and Japanese yen. For the year ended December 31, 2025, $432.8 million, or 6.6% of our total consolidated segment NOI, was denominated in a currency other than the U.S. dollar. See Note 16 to the Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data for more information on these amounts. As a result, we are exposed to foreign currency risk due to potential fluctuations in exchange rates between foreign currencies and the U.S. dollar. While we endeavor to manage this risk through our hedging and financing activities, a significant change
14
Table of Contents
in the value of the foreign currency of one or more countries where we have a significant investment may have a material adverse effect on our business and, specifically, our U.S. dollar reported financial position and results of operations.
Our hedging of foreign currency and interest rate risk may not effectively limit our exposure to these risks.
We attempt to mitigate our risk by borrowing in the currencies in which we have significant investments thereby providing a natural hedge. We may also enter into derivative financial instruments that we designate as net investment hedges, as these amounts offset the translation adjustments on the underlying net assets of our foreign investments. We enter into other foreign currency contracts, such as forwards, to reduce fluctuations in foreign currency cash flow associated with the translation of future earnings of our international subsidiaries. Although we attempt to mitigate the potential adverse effects of changes in foreign currency rates, there can be no assurance that those attempts will be successful. In addition, we occasionally use interest rate contracts to manage interest rate risk and limit the impact of future interest rate changes on earnings and cash flows. Hedging arrangements involve risks, such as the risk of fluctuation in the relative value of the foreign currency or interest rates and the risk that counterparties may fail to honor their obligations under these arrangements. The funds required to settle such arrangements could be significant depending on the stability and movement of the hedged foreign currency or the size of the underlying financing and the applicable interest rates at the time of the breakage. The failure to hedge effectively against foreign exchange changes or interest rate changes may adversely affect our business.
Risks Related to our Business
General economic conditions and other events or occurrences that affect areas in which our properties are geographically concentrated may impact financial results.
We are exposed to the economic conditions and other events and occurrences in the local, regional, national and international geographies in which we own properties. Our operating performance is further impacted by the economic conditions of the specific markets in which we have concentrations of properties.
At December 31, 2025, 30.6% of our consolidated operating properties or $24.7 billion (based on consolidated gross book value, or investment before depreciation) were located in California (Central Valley, San Francisco Bay Area and Southern California markets), which represented 23.6% of the aggregate square footage of our operating properties and 31.9% of our consolidated operating property NOI. Our revenues from, and the value of, our properties located in California may be affected by local real estate conditions (such as an oversupply of or reduced demand for logistics properties) and the local economic climate. Business layoffs, downsizing, industry slowdowns, changing demographics and other factors may adversely impact California’s economic climate. Because of the investment we have located in California, a downturn in California’s economy or real estate conditions, including state income tax and property tax laws, could adversely affect our business.
In addition to California, we also have significant holdings (defined as more than 3% of total consolidated investment before depreciation) in operating properties in certain markets located in Atlanta, Chicago, Dallas/Fort Worth, Houston, Lehigh Valley, New Jersey/New York City, Seattle and South Florida. Of these markets, no single market contributed more than 10% of our total consolidated investment before depreciation in operating properties. Our operating performance could be adversely affected if conditions become less favorable in any of the markets in which we have a concentration of properties. Conditions such as an oversupply of logistics space or a reduction in demand for logistics space, among other factors, may impact operating conditions. Any material oversupply of logistics space or material reduction in demand for logistics space could adversely affect our overall business.
Our O&M portfolio, which includes our consolidated properties and properties owned by our unconsolidated co-investment ventures, has concentrations of properties in the same markets mentioned above, as well as in markets in Germany, Japan, Mexico and the U.K., and are subject to the economic conditions in those markets.
Real estate investments are not as liquid as certain other types of assets, which may reduce economic returns to investors.
Real estate investments are not as liquid as certain other types of investments and this lack of liquidity may limit our ability to react promptly to changes in economic or other conditions. Significant expenditures associated with real estate investments, such as secured mortgage debt payments, real estate taxes and maintenance costs, are generally not reduced when circumstances cause a reduction in income from the investments. As a REIT, under the IRC, we are only able to hold property for sale in the ordinary course of business through taxable REIT subsidiaries in order to not incur punitive taxation on any tax gain from the sale of such property. We may dispose of certain properties that have been held for investment to generate liquidity. If we do not satisfy certain safe harbors or we believe there is too much risk of incurring the punitive tax on any tax gain from the sale, we may not pursue such sales.
We may decide to sell or contribute properties to certain of our co-investment ventures or sell properties to third parties to generate proceeds to fund our capital deployment activities. Our ability to sell or contribute properties on advantageous terms is affected by: (i) competition from other owners of properties that are trying to dispose of their properties; (ii) economic and market conditions, including the capitalization rates applicable to our properties; and (iii) other factors beyond our control. If our competitors sell assets similar to assets we intend to divest in the same markets or at valuations below our valuations for comparable assets, we may be unable to divest our assets at favorable pricing or at all. The co-investment ventures or third parties who might acquire our properties may need to have
15
Table of Contents
access to debt and equity capital, in the private and public markets, in order to acquire properties from us. Should they have limited or no access to capital on favorable terms, then dispositions and contributions could be delayed.
If we do not have sufficient cash available to us through our operations, sales or contributions of properties or available credit facilities to continue operating our business as usual, we may need to find alternative ways to increase our liquidity. Such alternatives may include, without limitation, divesting properties at less than optimal terms, incurring debt, entering into leases with new customers at lower rental rates or less than optimal terms or entering into lease renewals with our existing customers without an increase in rental rates. There can be no assurance, however, that such alternative ways to increase our liquidity will be available to us. Additionally, taking such measures to increase our liquidity may adversely affect our business, and in particular, our distributable cash flow and debt covenants.
Our investments are concentrated in the logistics sector and our business would be adversely affected by an economic downturn in that sector.
Our investments in real estate assets are concentrated in the logistics sector. This concentration may expose us to the risk of economic downturns in this sector to a greater extent than if our business activities were more diversified.
Investments in real estate properties are subject to risks that could adversely affect our business.
Investments in real estate properties are subject to varying degrees of risk. While we seek to minimize these risks through geographic diversification of our portfolio, market research and our asset management capabilities, these risks cannot be eliminated. Factors that may affect real estate values and cash flows include:
These factors may affect our ability to recover our investment in the properties and result in impairment charges.
Our customers may be unable to meet their lease obligations or we may be unable to lease vacant space, renew leases or re-lease space on favorable terms as leases expire.
Our operating results and distributable cash flow would be adversely affected if a significant number of our customers were unable to meet their lease obligations. At December 31, 2025, our top 10 customers accounted for 16.3% of our consolidated NER and 15.2% of our O&M NER. In the event of default by a significant number of customers, we may experience delays and incur substantial costs in enforcing our rights as landlord, and we may be unable to re-lease spaces. A customer may experience a downturn in its business, which may cause the loss of the customer or may weaken its financial condition, resulting in the customer’s failure to make rental payments when due or requiring a restructuring that might reduce cash flow from the lease. In addition, a customer may seek the protection of bankruptcy, insolvency or similar laws, which could result in the rejection and termination of such customer’s lease and thereby cause a reduction in our available cash flow.
We are also subject to the risk that, upon lease expiration, existing customers may not renew, the space may not be re-leased to new customers or the terms of renewal or re-leasing, including the cost of required renovations or concessions to customers, may be less favorable to us than current lease terms. Our competitors may offer space at rental rates below current market rates or below what we currently charge, and we may be pressured to reduce our rates to retain customers when leases expire, or risk losing potential customers. Additionally, rising inflation or costs could negatively impact our net operating income on existing leases with contractual guaranteed base rent and fixed charges, inclusive of certain rental expenses.
We may acquire properties and companies that involve risks that could adversely affect our business and financial condition.
We have acquired properties and will continue to acquire properties through the direct acquisition of real estate, the acquisition of entities that own real estate or through additional investments in co-investment ventures that acquire properties. The acquisition of
16
Table of Contents
properties involves risks, including the risk that the acquired property will not perform as anticipated and that any actual costs for rehabilitation, repositioning, renovation and improvements identified in the pre-acquisition due diligence process will exceed estimates. When we acquire properties, we may face risks associated with entering a new market such as a lack of market knowledge or understanding of the local economy, forging new business relationships in the area and unfamiliarity with local government and permitting procedures. Additionally, there is, and we expect that there will continue to be, significant competition for properties that meet our investment criteria as well as risks associated with obtaining financing for acquisition activities. The acquired properties or entities may be subject to liabilities, including tax liabilities, which may be without any recourse, or with only limited recourse, with respect to unknown liabilities. As a result, if a liability were asserted against us based on our new ownership of any of these entities or properties, then we may have to pay substantial sums to settle it.
We may be unable to integrate the operations of newly acquired companies and realize the anticipated synergies and other benefits or do so within the anticipated timeframe. Potential difficulties we may encounter in the integration process include: (i) the inability to dispose of non-industrial assets or operations that are outside of our area of expertise; (ii) potential unknown liabilities and unforeseen increased expenses, delays or regulatory conditions associated with these transactions; and (iii) performance shortfalls as a result of the diversion of management’s attention caused by completing these transactions and integrating the companies’ operations.
Our real estate development and redevelopment strategies may not be successful.
Our real estate development and redevelopment strategy is primarily focused on monetizing land and redevelopment sites in the future through development of logistics facilities to hold for long-term investment and for contribution or sale to a co-investment venture or third party, depending on market conditions, our liquidity needs and other factors. We may increase our investment in the development, renovation and redevelopment business and we expect to complete the build-out and leasing of our current development portfolio. We may also develop, renovate or redevelop properties within existing or newly formed co-investment ventures, or develop and redevelop properties into data centers. The real estate development, renovation and redevelopment business includes the following significant risks:
17
Table of Contents
We are subject to risks and liabilities in connection with forming and attracting third-party investment in co-investment ventures, investing in new or existing co-investment ventures, and managing properties through co-investment ventures.
At December 31, 2025, we had investments in co-investment ventures, both public and private, that owned real estate with a gross book value of approximately $73.8 billion. Our organizational documents do not limit the amount of available funds that we may invest in these ventures, and we may and currently intend to develop and acquire properties through co-investment ventures and investments in other entities when warranted by the circumstances. However, there can be no assurance that we will be able to form new co-investment ventures, or attract third-party investment or that additional investments in new or existing ventures to develop or acquire properties will be successful. Further, there can be no assurance that we are able to realize value from our existing or future investments. The same factors that impact the valuation of our consolidated portfolio, as discussed above, also impact the portfolios held by the co-investment ventures and could result in other than temporary impairment of our investment and a reduction in fee revenues.
Our co-investment ventures involve certain additional risks that we do not otherwise face, including:
We generally seek to maintain sufficient influence over our co-investment ventures to permit us to achieve our business objectives; however, we may not be able to continue to do so indefinitely. We have formed publicly traded investment vehicles, such as Nippon Prologis REIT, Inc., China AMC Prologis Logistics REIT and FIBRA Prologis, for which we serve as sponsor or manager. These entities bear their own risks related to trading markets, foreign currency exchange rates and market demand. We have contributed, and may continue to contribute assets into such vehicles. There is a risk that our managerial relationship may be terminated.
We have also made investments in early and growth-stage companies that are focused on emerging technology. These companies may not be successful at raising additional capital or generating cash flows to sustain operations, which could result in the impairment of our investment. In addition, through Prologis Essentials, we are investing in the development of new business lines that are complementary to our core business. These business lines may not be successful and may include risks that are different than investing in our core real estate business.
We are exposed to various environmental risks, which may result in unanticipated losses that could affect our business and financial condition.
Under various federal, state and local laws, ordinances and regulations, a current or previous owner, developer or operator of real estate may be liable for the costs of removal or remediation of certain hazardous or toxic substances. The costs of removal or remediation of such substances could be substantial. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release or presence of such hazardous substances. In addition, third parties may sue the owner or operator of a site for damages based on personal injury, property damage or other costs, including investigation and clean-up costs, resulting from the environmental contamination.
Environmental laws in some countries, including the U.S., also require that owners or operators of buildings containing asbestos properly manage and maintain the asbestos, adequately inform or train those who may come into contact with asbestos and undertake special precautions, including removal or other abatement, in the event that asbestos is disturbed during building renovation or demolition. These laws may impose fines and penalties on building owners or operators who fail to comply with these requirements and
18
Table of Contents
may allow third parties to seek recovery from owners or operators for personal injury associated with exposure to asbestos. Some of our properties are known to contain asbestos-containing building materials.
In addition, some of our properties are leased or have been leased, in part, to owners and operators of businesses that use, store or otherwise handle petroleum products or other hazardous or toxic substances, creating a potential for the release of such hazardous or toxic substances. Furthermore, certain of our properties are on, adjacent to or near other properties that have contained or currently contain petroleum products or other hazardous or toxic substances, or upon which others have engaged, are engaged or may engage in activities that may release such hazardous or toxic substances. From time to time, we may acquire properties, or interests in properties, with known adverse environmental conditions for which we believe that the environmental liabilities associated with these conditions are quantifiable and that the acquisition will yield a superior risk-adjusted return. In connection with certain divested properties, we have agreed to remain responsible for, and to bear the cost of, remediating or monitoring certain environmental conditions on the properties.
We are exposed to the impacts of climate change and could be required to comply with new or stricter regulations, which may result in unanticipated losses that could affect our business and financial condition.
We are also exposed to physical risks from changes in climate. Our logistics facilities and the global supply chain are and may continue to be exposed to severe weather events, such as storms or floods. If the frequency of extreme weather events increases, our exposure to these events could increase. We may also be adversely impacted by transition risks, such as potential impacts to the supply chain as a real estate developer or changes in laws or regulations, including the need to invest in low-carbon technologies like solar and battery storage, electric vehicle charging, and LED lighting. We cannot give any assurance that other such conditions do not currently exist, may not arise in the future or that we will successfully integrate them into our business. The impacts of climate change on our real estate properties could adversely affect our ability to lease, develop or sell such properties or to borrow using such properties as collateral.
Our business and operations could suffer in the event of system failures, cybersecurity attacks or risks associated with AI.
Despite system redundancy, the implementation of security measures and the existence of a disaster recovery plan for our internal and hosted information technology systems, our systems are vulnerable to damages from any number of sources, including energy blackouts, natural disasters, terrorism, war, adverse impacts of AI, telecommunication failures and cybersecurity attacks, such as malware, ransomware, or unauthorized access. Any system failure or accident that causes interruptions in our operations could result in a material disruption to our business. We may incur additional costs for remediation caused by such disruptions. Third-party security events at vendors, sub-processors, and service providers could also impact our data and operations through unauthorized access to information or disruption of services which may ultimately result in losses. Despite training, detection systems and response procedures, an increase in email attacks (phishing and business email compromise) and the rise in use of AI tools may create disruption to our business, financial and reputational risk.
Although security incidents have had an insignificant financial impact on our operating results, the rising frequency of attempts may lead to increased costs to protect the company and respond to any events, including additional personnel, consultants and protection technologies. Any compromise of our security could result in a violation of applicable privacy and other laws, unauthorized access to information of ours and others, significant legal and financial exposure, damage to our reputation, loss or misuse of the information and a loss of confidence in our security measures, which could negatively impact our business. Additionally, remediation costs for security events may not be covered by our insurance.
Our insurance coverage does not cover all potential losses.
We and our unconsolidated co-investment ventures carry insurance coverage including property damage and rental loss insurance resulting from certain perils such as fire and additional perils as covered under an extended coverage policy, namely windstorm, flood, earthquake and terrorism; commercial general liability insurance; and environmental insurance, as appropriate for the markets where each of our properties and business operations are located. The insurance coverage contains policy specifications and insured limits customarily carried for similar properties, business activities and markets. We believe our properties and the properties of our co-investment ventures are adequately insured. Certain losses, however, including losses from earthquakes, acts of war, acts of terrorism or riots and pandemics, generally are not insured against or not fully insured against because it is not deemed economically feasible or prudent to do so. If an uninsured loss or a loss in excess of insured limits occurs with respect to one or more of our properties, we could experience a significant loss of capital invested and future revenues in these properties and could potentially remain obligated under any recourse debt associated with the property.
Furthermore, we cannot be sure that the insurance companies will be able to continue to offer products with sufficient coverage at commercially reasonable rates. If we experience a loss that is uninsured or that exceeds insured limits with respect to one or more of our properties or if the insurance companies fail to meet their coverage commitments to us in the event of an insured loss, then we could lose the capital invested in the damaged properties, as well as the anticipated future revenues from those properties and, if there is recourse debt, then we would remain obligated for any mortgage debt or other financial obligations related to the properties. Any such losses or higher insurance costs could adversely affect our business.
19
Table of Contents
A number of our investments, both wholly owned and owned through co-investment ventures, are located in areas that are known to be subject to earthquake activity. U.S. properties located in active seismic areas include properties in our markets in California and Washington. International properties located in active seismic areas include Japan and Mexico. We generally carry earthquake insurance on our properties located in areas historically subject to seismic activity, subject to coverage limitations and deductibles, if we believe it is commercially reasonable. We evaluate our earthquake insurance coverage annually in light of current industry practice through an analysis prepared by outside consultants and in some specific instances have elected to self-insure our earthquake exposure based on this analysis. We have elected not to carry earthquake insurance for our assets in Japan based on this analysis. See Item 2. Properties for more information on the markets above exposed to seismic activities.
Furthermore, a number of our properties are located in areas that are known to be subject to hurricane or flood risk. We carry hurricane and flood hazard insurance on all of our properties located in areas historically subject to such activity, subject to coverage limitations and deductibles, if we believe it is commercially reasonable. We evaluate our insurance coverage annually in light of current industry practice through an analysis prepared by outside consultants.
Our business could be adversely impacted if we have deficiencies in our disclosure controls and procedures or internal control over financial reporting.
The design and effectiveness of our disclosure controls and procedures and internal control over financial reporting may not prevent all errors, misstatements or misrepresentations. While management continually reviews the effectiveness of our disclosure controls and procedures and internal control over financial reporting, there can be no guarantee that our internal control over financial reporting will be effective in accomplishing all control objectives all of the time. Deficiencies, including any material weakness, in our internal control over financial reporting that may occur in the future could result in misstatements or restatements of our financial statements or a decline in the price of our securities.
Risks associated with our dependence on key personnel.
We depend on the deep industry knowledge and the efforts of our executive officers and other key employees. From time to time, our personnel and their roles may change. While we believe that we are able to retain our key talent and find suitable employees to meet our needs, the loss of key personnel, any change in their roles or the limitation of their availability could adversely affect our business. If we are unable to continue to attract and retain our executive officers or other key employees, or if compensation costs required to attract and retain such personnel become more expensive, our performance and competitive position could be materially adversely affected.
Risks Related to Financing and Capital
In order to meet REIT distribution requirements we may need access to external sources of capital.
To qualify as a REIT, we are required each year to distribute at least 90% of our REIT taxable income (determined without regard to the dividends-paid deduction and by excluding any net capital gain) to our stockholders and we may be subject to tax to the extent our taxable income is not fully distributed. Historically, we have satisfied these distribution requirements by making cash distributions to our stockholders, however, we may elect to pay a portion of the distribution in shares of our stock. Assuming we continue to satisfy these distribution requirements with cash, we may not be able to fund all future capital needs, including acquisition and development activities, from cash retained from operations and may have to rely on third-party sources of capital. Furthermore, to maintain our REIT status and not have to pay federal income and excise taxes, we may need to borrow funds on a short-term basis to meet the REIT distribution requirements even if the then-prevailing market conditions are not favorable for these borrowings. These short-term borrowing needs could result from differences in timing between the actual receipt of cash and inclusion of income for federal income tax purposes, or the effect of nondeductible capital expenditures, the creation of reserves or required debt or amortization payments. Our ability to access debt and equity capital on favorable terms or at all depends on a number of factors, including general market conditions, the market’s perception of our growth potential, our current and potential future earnings and cash distributions and the market price of our securities.
Covenants in our credit agreements could limit our flexibility and breaches of these covenants could adversely affect our financial condition.
The terms of our various credit agreements, including our credit facilities and term loans, the indentures under which certain of our senior notes are issued and other note agreements, require us to comply with a number of customary financial covenants, such as maintaining debt service coverage ratios, leverage ratios and fixed charge coverage ratios. These covenants may limit our flexibility to run our business, and breaches of these covenants could result in defaults under the instruments governing the applicable indebtedness. If we default under the covenant provisions and are unable to cure the default, refinance the indebtedness or meet payment obligations, our business and financial condition generally and, in particular, the amount of our distributable cash flow could be adversely affected.
20
Table of Contents
Adverse changes in our credit ratings could negatively affect our financing activity.
At December 31, 2025, our credit ratings were A from Standard and Poor's and A2 from Moody's, both with stable outlooks. A securities rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time by the issuing agency.
The credit ratings of our senior notes and preferred stock are based on our operating performance, liquidity and leverage ratios, overall financial position and other factors employed by the credit rating agencies in their rating analyses of us. Our credit ratings can affect the amount of capital we can access, as well as the terms and pricing of any debt we may incur. There can be no assurance that we will be able to maintain our current credit ratings, and in the event our credit ratings are downgraded, we would likely incur higher borrowing costs and may encounter difficulty in obtaining additional financing. Also, a downgrade in our credit ratings may trigger additional payments or other negative consequences under our credit facilities and other debt instruments. Adverse changes in our credit ratings could negatively impact our business and, in particular, our refinancing and other capital market activities, our ability to manage debt maturities, our future growth and our development and acquisition activity.
We may be unable to refinance our debt or our cash flow may be insufficient to make required debt payments.
We are subject to risks normally associated with debt financing, including the risk that our cash flow will be insufficient to meet required payments of principal and interest. There can be no assurance that we will be able to refinance any maturing indebtedness, that such refinancing would be on terms as favorable as the terms of the maturing indebtedness, or that we will be able to otherwise obtain funds by selling assets or raising equity to make required payments on maturing indebtedness. If we are unable to refinance our indebtedness at maturity or meet our payment obligations, our business and financial condition will be negatively impacted and, if the maturing debt is secured, the lender may foreclose on the property securing such indebtedness. Our credit facilities and certain other debt bears interest at variable rates. Increases in market interest rates would increase our interest expense under these agreements.
Our stockholders may experience dilution if we issue additional common stock or units in the OP.
Any additional future issuance of common stock or OP units will reduce the percentage of our common stock and units owned by investors. In most circumstances, stockholders and unitholders will not be entitled to vote on whether or not we issue additional common stock or units. In addition, depending on the terms and pricing of any additional offering of our common stock or OP units and the utilization of the proceeds, our stockholders and unitholders may experience dilution in both book value and fair value of their common stock or units.
Risks Related to Income Tax
The failure of Prologis, Inc. to qualify as a REIT would have serious adverse consequences.
Prologis, Inc. elected to be taxed as a REIT under Sections 856 through 860 of the IRC commencing with the taxable year ended December 31, 1997. We believe Prologis, Inc. has been organized and operated to qualify as a REIT under the IRC and believe that the current organization and method of operation comply with the rules and regulations promulgated under the IRC to enable Prologis, Inc. to continue to qualify as a REIT. However, it is possible that we are organized or have operated in a manner that would not allow Prologis, Inc. to qualify as a REIT, or that our future operations could cause Prologis, Inc. to fail to qualify. Qualification as a REIT requires us to satisfy numerous requirements (some annually and others on a quarterly basis) established under highly technical and complex sections of the IRC for which there are only limited judicial and administrative interpretations and involves the determination of various factual matters and circumstances not entirely within our control. For example, to qualify as a REIT, Prologis, Inc. must derive at least 95% of its gross income in any year from qualifying sources. In addition, Prologis, Inc. must pay dividends to its stockholders aggregating annually at least 90% of its taxable income (determined without regard to the dividends paid deduction and by excluding capital gains) and must satisfy specified asset tests on a quarterly basis. Historically, we have satisfied these distribution requirements by making cash distributions to our stockholders, but we may choose to satisfy these requirements by making distributions of cash, stock or other property. The provisions of the IRC and applicable Treasury regulations regarding qualification as a REIT are more complicated for Prologis, Inc. because we hold substantially all of our assets through the OP.
If Prologis, Inc. fails to qualify as a REIT in any taxable year, we will be required to pay federal income tax (including, for taxable years prior to 2018, any applicable alternative minimum tax) on taxable income at regular corporate rates. Unless we are entitled to relief under certain statutory provisions, Prologis, Inc. would be disqualified from treatment as a REIT for the four taxable years following the year in which it lost the qualification and would be subject to corporate tax on built-in gains that exist at the time of REIT re-election if recognized within the five-year period after re-election, and potentially 10 years for certain states. If Prologis, Inc. lost its REIT status, our net earnings would be significantly reduced for each of the years involved. In addition, we may need to borrow additional funds or liquidate some investments to pay any additional tax liability. Accordingly, funds available for investment, operations and distributions would be reduced.
Furthermore, we own a direct or indirect interest in certain subsidiary REITs that elected to be taxed as REITs under Sections 856 through 860 of the IRC. Provided that each subsidiary REIT qualifies as a REIT, our interest in such subsidiary REIT will be treated as a qualifying real estate asset for purposes of the REIT asset tests, and any dividend income or gains derived by us from such subsidiary REIT will generally be treated as income that qualifies for purposes of the REIT 95% and 75% gross income tests. To qualify as a REIT, the subsidiary REIT must independently satisfy all of the REIT qualification requirements. If such subsidiary REIT were to fail to qualify
21
Table of Contents
as a REIT, and certain relief provisions did not apply, it would be treated as a regular taxable corporation and its income would be subject to U.S. federal income tax. In addition, a failure of the subsidiary REIT to qualify as a REIT would have an adverse effect on the ability of Prologis, Inc. to comply with the REIT income and asset tests, and thus its ability to qualify as a REIT.
In addition, we may acquire properties through the acquisition of REIT entities that own the real estate. If a gain in such assets is not otherwise recognized by the seller or target in such acquisitions, and such entities were to fail to satisfy the REIT requirements for any year, they would be disqualified from treatment as a REIT for the four taxable years following the year in which the REIT qualification was lost and the acquired assets would be subject to corporate tax on built-in gains that exist at the time of REIT re-election or, if earlier, at the time of Prologis’ acquisition of the assets. A sale of such assets within the 5-year recognition period, and potentially 10 years for certain states, could result in corporate tax liabilities that could be significant.
Certain property transfers may generate prohibited transaction income, resulting in a penalty tax on gain attributable to the transaction.
From time to time, we may transfer or otherwise dispose of some of our properties, including by contributing properties to our co-investment ventures. Under the IRC, any gain resulting from transfers of properties we hold as inventory or primarily for sale to customers in the ordinary course of business is treated as income from a prohibited transaction subject to a 100% penalty tax. We do not believe that our transfers or disposals of property or our contributions of properties into our co-investment ventures are prohibited transactions. However, whether property is held for investment purposes is a question of fact that depends on all the facts and circumstances surrounding the particular transaction. The Internal Revenue Service (“IRS”) may contend that certain transfers or dispositions of properties by us or contributions of properties into our co-investment ventures are prohibited transactions. While we believe that the IRS would not prevail in any such dispute, if the IRS were to argue successfully that a transfer, disposition or contribution of property constituted a prohibited transaction, we would be required to pay a 100% penalty tax on any gain allocable to us from the prohibited transaction. In addition, income from a prohibited transaction might adversely affect our ability to satisfy the income tests for qualification as a REIT.
Legislative or regulatory action could adversely affect us.
In recent years, numerous legislative, judicial and administrative changes have been made to the U.S., state, local and foreign income tax laws applicable to investments in real estate, REITs, similar entities and investments. Additional changes are likely to continue to occur in the future, both in and outside of the U.S. and may impact our taxation or that of our stockholders. Any increases in tax liability could be substantial and would reduce the amount of cash available for other purposes.
Complying with REIT requirements may limit our flexibility or cause us to forego otherwise attractive opportunities.
Our use of taxable REIT subsidiaries (“TRSs”) enables us to engage in non-REIT qualifying business activities. Under the IRC, no more than 20% of the value of the assets of a REIT may be represented by securities of one or more TRSs and other non-qualifying assets. This limitation may hinder our ability to make certain attractive investments, including the purchase of non-qualifying assets, the expansion of non-real estate activities and investments in the businesses to be conducted by our TRSs, and to that extent limit our opportunities.
ITEM 1B. Unresolved Staff Comments
None.
ITEM 1C. Cybersecurity
Due to our reliance on digital technology and electronic communications to run our business, cybersecurity threats and incidents pose an ongoing and escalating risk to our internal and third-party provided information systems and data, reputation and shareholder value, results of operations and financial condition.
22
Table of Contents
ITEM 2. Properties
GEOGRAPHIC DISTRIBUTION
We predominately invest in logistics facilities. Our properties are typically used for distribution, storage, packaging, assembly and light manufacturing of consumer products. The vast majority of our operating properties are used by our customers for retail and online fulfillment and business-to-business transactions.
The following tables provide details of our consolidated operating properties, investment in land and development portfolio and our O&M portfolio. The O&M portfolio includes the properties we consolidate and the properties owned by our unconsolidated co-investment ventures reflected at 100% of the amount included in the ventures’ financial statements as calculated on a GAAP basis, not our proportionate share.
23
Table of Contents
Included in the operating property information below for our consolidated operating properties are 541 buildings owned primarily by one co-investment venture that we consolidate but of which we own less than 100% of the equity. No individual property or market amounted to 10% or more of our consolidated total assets at December 31, 2025, or generated revenue equal to 10% or more of our consolidated total revenues for the year ended December 31, 2025, with the exception of the Southern California market. Dollars and square feet in the following tables are in millions:
|
|
Operating Properties |
|
|||||||||||||||||
|
|
Consolidated |
|
|
O&M |
|
||||||||||||||
Geographies |
|
Rentable Square Footage |
|
|
Gross Book Value |
|
|
Encumbrances (1) |
|
|
Rentable Square Footage |
|
|
Gross Book Value |
|
|||||
U.S.: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Atlanta |
|
|
45 |
|
|
$ |
3,842 |
|
|
$ |
- |
|
|
|
52 |
|
|
$ |
4,491 |
|
Baltimore/Washington D.C. |
|
|
14 |
|
|
|
2,076 |
|
|
|
- |
|
|
|
18 |
|
|
|
2,777 |
|
Central Valley |
|
|
21 |
|
|
|
1,836 |
|
|
|
- |
|
|
|
23 |
|
|
|
1,985 |
|
Chicago |
|
|
52 |
|
|
|
5,060 |
|
|
|
- |
|
|
|
70 |
|
|
|
6,842 |
|
Dallas/Ft. Worth |
|
|
52 |
|
|
|
4,748 |
|
|
|
- |
|
|
|
61 |
|
|
|
5,630 |
|
Houston |
|
|
31 |
|
|
|
3,251 |
|
|
|
- |
|
|
|
37 |
|
|
|
3,802 |
|
Lehigh Valley |
|
|
31 |
|
|
|
4,003 |
|
|
|
- |
|
|
|
36 |
|
|
|
4,593 |
|
New Jersey/New York City |
|
|
43 |
|
|
|
7,943 |
|
|
|
2 |
|
|
|
54 |
|
|
|
9,879 |
|
San Francisco Bay Area |
|
|
24 |
|
|
|
4,150 |
|
|
|
19 |
|
|
|
29 |
|
|
|
4,951 |
|
Seattle |
|
|
17 |
|
|
|
2,911 |
|
|
|
- |
|
|
|
25 |
|
|
|
3,831 |
|
South Florida |
|
|
22 |
|
|
|
4,076 |
|
|
|
63 |
|
|
|
30 |
|
|
|
5,371 |
|
Southern California |
|
|
108 |
|
|
|
18,686 |
|
|
|
7 |
|
|
|
127 |
|
|
|
21,136 |
|
Remaining Markets – U.S. (18 markets) (2) |
|
|
157 |
|
|
|
14,291 |
|
|
|
62 |
|
|
|
194 |
|
|
|
17,694 |
|
Subtotal U.S. |
|
|
617 |
|
|
|
76,873 |
|
|
|
153 |
|
|
|
756 |
|
|
|
92,982 |
|
Other Americas: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Brazil |
|
|
1 |
|
|
|
77 |
|
|
|
- |
|
|
|
20 |
|
|
|
1,028 |
|
Canada |
|
|
13 |
|
|
|
1,453 |
|
|
|
- |
|
|
|
13 |
|
|
|
1,453 |
|
Mexico |
|
|
2 |
|
|
|
142 |
|
|
|
- |
|
|
|
68 |
|
|
|
5,493 |
|
Subtotal Other Americas |
|
|
16 |
|
|
|
1,672 |
|
|
|
- |
|
|
|
101 |
|
|
|
7,974 |
|
Europe: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
France |
|
|
1 |
|
|
|
39 |
|
|
|
- |
|
|
|
36 |
|
|
|
3,899 |
|
Germany |
|
* |
|
|
|
37 |
|
|
|
- |
|
|
|
38 |
|
|
|
4,855 |
|
|
Netherlands |
|
|
1 |
|
|
|
86 |
|
|
|
- |
|
|
|
31 |
|
|
|
3,844 |
|
U.K. |
|
|
2 |
|
|
|
459 |
|
|
|
- |
|
|
|
34 |
|
|
|
8,801 |
|
Remaining Countries – Europe (8 countries) (2) |
|
|
4 |
|
|
|
436 |
|
|
|
- |
|
|
|
106 |
|
|
|
9,822 |
|
Subtotal Europe |
|
|
8 |
|
|
|
1,057 |
|
|
|
- |
|
|
|
245 |
|
|
|
31,221 |
|
Asia: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
China |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
53 |
|
|
|
3,005 |
|
India |
|
* |
|
|
|
18 |
|
|
|
- |
|
|
* |
|
|
|
18 |
|
||
Japan |
|
|
3 |
|
|
|
273 |
|
|
|
- |
|
|
|
51 |
|
|
|
7,086 |
|
Singapore |
|
|
1 |
|
|
|
150 |
|
|
|
- |
|
|
|
1 |
|
|
|
150 |
|
Subtotal Asia |
|
|
4 |
|
|
|
441 |
|
|
|
- |
|
|
|
105 |
|
|
|
10,259 |
|
Total operating portfolio (3) |
|
|
645 |
|
|
|
80,043 |
|
|
|
153 |
|
|
|
1,207 |
|
|
|
142,436 |
|
Value-added properties (4) |
|
|
4 |
|
|
|
687 |
|
|
|
- |
|
|
|
6 |
|
|
|
968 |
|
Total operating properties |
|
|
649 |
|
|
$ |
80,730 |
|
|
$ |
153 |
|
|
|
1,213 |
|
|
$ |
143,404 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Items notated by ‘*’ indicate an amount less than one million that rounds to zero. |
|
|||||||||||||||||||
24
Table of Contents
|
|
Consolidated – Investment in Land |
|
|
Consolidated – Development Portfolio |
|
||||||||||||||
Geographies |
|
Acres |
|
|
Estimated Build Out Potential |
|
|
Current Investment |
|
|
Rentable Square Footage Upon Completion |
|
|
TEI (6) |
|
|||||
U.S.: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Atlanta |
|
|
319 |
|
|
|
3 |
|
|
$ |
44 |
|
|
|
2 |
|
|
$ |
239 |
|
Baltimore/Washington D.C. |
|
|
111 |
|
|
|
1 |
|
|
|
83 |
|
|
* |
|
|
|
66 |
|
|
Central Valley |
|
|
633 |
|
|
|
10 |
|
|
|
203 |
|
|
|
3 |
|
|
|
402 |
|
Chicago |
|
|
84 |
|
|
|
1 |
|
|
|
24 |
|
|
|
- |
|
|
|
- |
|
Dallas/Ft. Worth |
|
|
495 |
|
|
|
7 |
|
|
|
192 |
|
|
|
- |
|
|
|
- |
|
Houston |
|
|
400 |
|
|
|
6 |
|
|
|
164 |
|
|
* |
|
|
|
46 |
|
|
Lehigh Valley |
|
|
105 |
|
|
|
1 |
|
|
|
39 |
|
|
|
- |
|
|
|
- |
|
New Jersey/New York City |
|
|
343 |
|
|
|
3 |
|
|
|
360 |
|
|
|
1 |
|
|
|
219 |
|
San Francisco Bay Area |
|
|
41 |
|
|
|
1 |
|
|
|
75 |
|
|
|
1 |
|
|
|
154 |
|
Seattle |
|
|
45 |
|
|
|
1 |
|
|
|
39 |
|
|
* |
|
|
|
41 |
|
|
South Florida |
|
|
81 |
|
|
|
1 |
|
|
|
104 |
|
|
* |
|
|
|
80 |
|
|
Southern California |
|
|
565 |
|
|
|
9 |
|
|
|
693 |
|
|
|
1 |
|
|
|
259 |
|
Remaining Markets – U.S. (15 markets) |
|
|
2,289 |
|
|
|
33 |
|
|
|
866 |
|
|
|
3 |
|
|
|
1,055 |
|
Subtotal U.S. |
|
|
5,511 |
|
|
|
77 |
|
|
|
2,886 |
|
|
|
11 |
|
|
|
2,561 |
|
Other Americas: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Brazil |
|
|
658 |
|
|
|
14 |
|
|
|
268 |
|
|
|
- |
|
|
|
- |
|
Canada |
|
|
362 |
|
|
|
7 |
|
|
|
667 |
|
|
|
1 |
|
|
|
224 |
|
Mexico |
|
|
743 |
|
|
|
14 |
|
|
|
292 |
|
|
|
2 |
|
|
|
224 |
|
Subtotal Other Americas |
|
|
1,763 |
|
|
|
35 |
|
|
|
1,227 |
|
|
|
3 |
|
|
|
448 |
|
Europe: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
France |
|
|
168 |
|
|
|
3 |
|
|
|
54 |
|
|
|
1 |
|
|
|
85 |
|
Germany |
|
|
51 |
|
|
|
1 |
|
|
|
67 |
|
|
* |
|
|
|
34 |
|
|
Netherlands |
|
|
55 |
|
|
|
1 |
|
|
|
61 |
|
|
* |
|
|
|
36 |
|
|
U.K. |
|
|
270 |
|
|
|
6 |
|
|
|
210 |
|
|
|
2 |
|
|
|
743 |
|
Remaining Countries – Europe (7 countries) |
|
|
635 |
|
|
|
12 |
|
|
|
154 |
|
|
|
2 |
|
|
|
153 |
|
Subtotal Europe |
|
|
1,179 |
|
|
|
23 |
|
|
|
546 |
|
|
|
5 |
|
|
|
1,051 |
|
Asia: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
India |
|
|
263 |
|
|
|
6 |
|
|
|
74 |
|
|
|
1 |
|
|
|
64 |
|
Japan |
|
|
99 |
|
|
|
6 |
|
|
|
155 |
|
|
|
4 |
|
|
|
714 |
|
Subtotal Asia |
|
|
362 |
|
|
|
12 |
|
|
|
229 |
|
|
|
5 |
|
|
|
778 |
|
Total land and development portfolio |
|
|
8,815 |
|
|
|
147 |
|
|
$ |
4,888 |
|
|
|
24 |
|
|
$ |
4,838 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Items notated by ‘*’ indicate an amount less than one million that rounds to zero. |
|
|||||||||||||||||||
25
Table of Contents
The following table summarizes our investment in consolidated real estate properties at December 31, 2025 (in millions):
|
|
Investment Before Depreciation |
|
|
Operating properties, excluding assets held for sale or contribution |
|
$ |
80,561 |
|
Development portfolio, including cost of land |
|
|
3,019 |
|
Land |
|
|
4,888 |
|
Other real estate investments (1) |
|
|
6,661 |
|
Total consolidated real estate properties |
|
$ |
95,129 |
|
LEASE EXPIRATIONS
We generally lease our properties on a long-term basis (the weighted average term for leases commenced, including new leases and renewals, in 2025 was 70 months). The following table summarizes the lease expirations of our consolidated operating portfolio for leases in place at December 31, 2025 (dollars and square feet in millions):
|
|
|
|
|
NER |
|
||||||||||
|
|
Occupied Square Feet |
|
|
Dollars |
|
|
% of Total |
|
|
Dollars Per Square Foot |
|
||||
2026 (1) |
|
|
71 |
|
|
$ |
547 |
|
|
|
9.6 |
% |
|
$ |
7.70 |
|
2027 |
|
|
104 |
|
|
|
854 |
|
|
|
14.9 |
% |
|
|
8.21 |
|
2028 |
|
|
90 |
|
|
|
825 |
|
|
|
14.4 |
% |
|
|
9.17 |
|
2029 |
|
|
82 |
|
|
|
783 |
|
|
|
13.7 |
% |
|
|
9.55 |
|
2030 |
|
|
76 |
|
|
|
762 |
|
|
|
13.3 |
% |
|
|
10.03 |
|
2031 |
|
|
54 |
|
|
|
506 |
|
|
|
8.8 |
% |
|
|
9.37 |
|
2032 |
|
|
37 |
|
|
|
335 |
|
|
|
5.9 |
% |
|
|
9.05 |
|
2033 |
|
|
29 |
|
|
|
284 |
|
|
|
5.0 |
% |
|
|
9.79 |
|
2034 |
|
|
17 |
|
|
|
180 |
|
|
|
3.1 |
% |
|
|
10.59 |
|
2035 |
|
|
20 |
|
|
|
255 |
|
|
|
4.5 |
% |
|
|
12.75 |
|
Thereafter |
|
|
33 |
|
|
|
395 |
|
|
|
6.8 |
% |
|
|
11.97 |
|
|
|
|
613 |
|
|
$ |
5,726 |
|
|
|
100.0 |
% |
|
$ |
9.34 |
|
Month to month |
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|||
Total consolidated |
|
|
616 |
|
|
|
|
|
|
|
|
|
|
|||
26
Table of Contents
CO-INVESTMENT VENTURES
Included in our O&M portfolio are consolidated and unconsolidated co-investment ventures that hold investments in real estate properties, primarily logistics facilities, that we also manage. Our unconsolidated co-investment ventures are accounted for under the equity method. The amounts included for the unconsolidated ventures are reflected at 100% of the amount included in the ventures’ financial statements as calculated on a GAAP basis, not our proportionate share. The following table summarizes our consolidated and unconsolidated co-investment ventures at December 31, 2025 (in millions):
|
|
Operating Properties |
|
|
|
|
|
|
|
|||||||
|
|
Square Feet |
|
|
Gross |
|
|
Investment |
|
|
Development Portfolio – TEI |
|
||||
Consolidated Co-Investment Venture |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S.: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Prologis U.S. Logistics Venture (“USLV”) |
|
|
78 |
|
|
$ |
8,439 |
|
|
$ |
5 |
|
|
$ |
- |
|
Total |
|
|
78 |
|
|
$ |
8,439 |
|
|
$ |
5 |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unconsolidated Co-Investment Ventures |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S.: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Prologis Targeted U.S. Logistics Fund (“USLF”) |
|
|
139 |
|
|
$ |
16,210 |
|
|
$ |
21 |
|
|
$ |
126 |
|
Other Americas: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
FIBRA Prologis |
|
|
66 |
|
|
|
5,373 |
|
|
|
22 |
|
|
|
- |
|
Prologis Brazil Logistics Venture ("PBLV") and other joint |
|
|
19 |
|
|
|
951 |
|
|
|
12 |
|
|
|
194 |
|
Subtotal Other Americas |
|
|
85 |
|
|
|
6,324 |
|
|
|
34 |
|
|
|
194 |
|
Europe: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Prologis European Logistics Fund (“PELF”) |
|
|
174 |
|
|
|
22,117 |
|
|
|
8 |
|
|
|
39 |
|
Prologis European Logistics Partners (“PELP”) |
|
|
64 |
|
|
|
8,205 |
|
|
|
210 |
|
|
|
39 |
|
Subtotal Europe |
|
|
238 |
|
|
|
30,322 |
|
|
|
218 |
|
|
|
78 |
|
Asia: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Nippon Prologis REIT, Inc. (“NPR”) |
|
|
45 |
|
|
|
6,200 |
|
|
|
- |
|
|
|
- |
|
Prologis Japan Core Logistics Fund ("PJLF") |
|
|
4 |
|
|
|
614 |
|
|
|
- |
|
|
|
- |
|
Prologis China Core Logistics Fund (“PCCLF”) |
|
|
26 |
|
|
|
1,919 |
|
|
|
- |
|
|
|
- |
|
China AMC Prologis Logistics REIT ("Prologis C-REIT") |
|
|
4 |
|
|
|
328 |
|
|
|
- |
|
|
|
- |
|
Prologis China Logistics Venture |
|
|
23 |
|
|
|
757 |
|
|
|
26 |
|
|
|
71 |
|
Subtotal Asia |
|
|
102 |
|
|
|
9,818 |
|
|
|
26 |
|
|
|
71 |
|
Total |
|
|
564 |
|
|
$ |
62,674 |
|
|
$ |
299 |
|
|
$ |
469 |
|
For more information regarding our unconsolidated and consolidated co-investment ventures, see Notes 4 and 10 to the Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data.
ITEM 3. Legal Proceedings
From time to time, we and our co-investment ventures are parties to a variety of legal proceedings arising in the ordinary course of business. We believe that, with respect to any such matters to which we are currently a party, the ultimate disposition of any such matter will not result in a material adverse effect on our business, financial position or results of operations.
ITEM 4. Mine Safety Disclosures
Not Applicable.
PART II
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
MARKET INFORMATION AND HOLDERS
Our common stock is listed on the NYSE under the symbol “PLD.”
27
Table of Contents
Stock Performance Graph
The following line graph compares the change in Prologis, Inc. cumulative total stockholder’s return on shares of its common stock from December 31, 2020, to the cumulative total return of the S&P 500 Stock Index and the Financial Times and Stock Exchange NAREIT Equity REITs Index from December 31, 2020, to December 31, 2025. The graph assumes an initial investment of $100 in our common stock and each of the indices on December 31, 2020, and, as required by the SEC, the reinvestment of all dividends. The return shown on the graph is not necessarily indicative of future performance.
|
|
|
This graph and the accompanying text are not “soliciting material,” are not deemed filed with the SEC and are not to be incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
PREFERRED STOCK DIVIDENDS
At December 31, 2025, we had 1.3 million shares of Series Q preferred stock outstanding with a liquidation preference of $50 per share that will be redeemable at our option on or after November 13, 2026. Dividends payable per share were $4.27 for the year ended December 31, 2025.
For more information regarding dividends, see Note 8 to the Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data.
SALES OF UNREGISTERED SECURITIES
During 2025, we issued 2.4 million shares of common stock of Prologis, Inc. in connection with the redemption of common units of Prologis, L.P. pursuant to the terms of the limited partnership agreement of Prologis, L.P. These issuances were made in reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, afforded by Section 4(a)(2) thereof.
PURCHASES OF EQUITY SECURITIES
During 2025, we did not purchase any common stock of Prologis, Inc. in connection with our share purchase program.
For information regarding securities authorized for issuance under our equity compensation plans, see Notes 8 and 11 to the Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data.
28
Table of Contents
OTHER STOCKHOLDER MATTERS
Common Stock Plans
Further information relative to our equity compensation plans will be provided in our 2026 Proxy Statement or in an amendment filed on Form 10-K/A.
ITEM 6. [Reserved]
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the Consolidated Financial Statements included in Item 8. Financial Statements and Supplementary Data of this report and the matters described under Item 1A. Risk Factors.
A discussion regarding our financial condition and results of operations for 2025 compared to 2024 is presented below. Information on 2023 is included in graphs only to show year over year trends in our results of operations and operating metrics. Our financial condition for 2023, results of operations for 2023, and 2024 compared to 2023 are referenced throughout this document and can be found under Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, which is incorporated by reference herein to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 14, 2025, and is available on the SEC’s website at www.sec.gov and our Investor Relations website at ir.prologis.com.
MANAGEMENT’S OVERVIEW
Summary of 2025
Our operating results and leasing activity remained resilient in 2025, with performance strengthening as the year progressed, despite economic disruption related to tariff policy proposals announced in April. Leasing activity in our consolidated portfolio remained healthy, supported by improved customer sentiment and market conditions, with 112 million square feet of new leases signed during the year (228 million square feet on an O&M basis).
Our results during 2025 continued to reflect the favorable mark-to-market of our existing leases, reflecting increases in market rents over the past several years. As a result, rent change on rollover and same-store growth in our O&M portfolio remained strong. This lease mark-to-market remained meaningfully positive at 18% (on an NER and our share basis), despite recent quarters of lower, or in some cases negative, market rental growth, reflecting the accumulated rent growth embedded in our in-place leases that remains to be realized.
These factors contributed to occupancy in our operating portfolio of 95.6% at December 31, 2025, and rent change on leases that commenced during the year of 50.1% on a net effective basis, both metrics based on our ownership share.
Demand conditions were also evident in our development activity. We focused on starting build-to-suit projects during 2025 and commenced $2.9 billion of consolidated development projects, of which 60.9% were build-to-suit projects.
While we believe we are well-positioned for long-term revenue growth, supported by embedded rent growth in our in-place portfolio and our development pipeline, the potential impact of ongoing economic uncertainty on our business, future financial condition and operating results remains difficult to predict.
We completed the following significant activities in 2025, as described in the Notes to the Consolidated Financial Statements:
29
Table of Contents
|
|
|
Aggregate Principal |
|
|
Issuance Date Weighted Average |
|
|
|||||||||||
|
Issuance Date |
|
Borrowing Currency |
|
|
USD (1) |
|
|
Interest Rate |
|
Term (Years) |
|
Maturity Dates |
||||||
|
February |
|
C$ |
|
750 |
|
|
$ |
520 |
|
|
4.2% |
|
|
8.0 |
|
|
|
February 2033 |
|
May |
|
$ |
|
1,250 |
|
|
$ |
1,250 |
|
|
5.1% |
|
|
8.3 |
|
|
|
January 2031 – May 2035 |
|
September |
|
€ |
|
1,000 |
|
|
$ |
1,178 |
|
|
3.6% |
|
|
9.5 |
|
|
|
September 2032 – 2037 |
|
October |
|
C$ |
|
700 |
|
|
$ |
501 |
|
|
3.6% |
|
|
6.3 |
|
|
|
February 2032 |
|
Total |
|
|
|
|
|
$ |
3,449 |
|
|
4.2% |
|
|
8.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
(1) The exchange rate used to calculate into U.S. dollars was the spot rate at the settlement date. |
||||||||||||||||||
RESULTS OF OPERATIONS
We evaluate our business operations based on the NOI of our two reportable segments: Real Estate (Rental Operations and Development) and Strategic Capital. NOI by segment is a non-GAAP performance measure that is calculated using revenues and expenses directly from our financial statements. We consider NOI by segment to be an appropriate supplemental measure of our performance because it helps management and investors understand our operating results.
Below is our NOI by segment per the Consolidated Financial Statements and a reconciliation of NOI by segment to Operating Income per the Consolidated Financial Statements (in millions):
|
|
2025 |
|
|
2024 |
|
||
Real estate segment: |
|
|
|
|
|
|
||
Rental revenues |
|
$ |
8,159 |
|
|
$ |
7,515 |
|
Development management and other revenues |
|
|
39 |
|
|
|
14 |
|
Rental expenses |
|
|
(1,964 |
) |
|
|
(1,765 |
) |
Other expenses |
|
|
(46 |
) |
|
|
(47 |
) |
Real Estate Segment – NOI |
|
|
6,188 |
|
|
|
5,717 |
|
|
|
|
|
|
|
|
||
Strategic capital segment: |
|
|
|
|
|
|
||
Strategic capital revenues |
|
|
592 |
|
|
|
672 |
|
Strategic capital expenses |
|
|
(271 |
) |
|
|
(292 |
) |
Strategic Capital Segment – NOI |
|
|
321 |
|
|
|
380 |
|
|
|
|
|
|
|
|
||
General and administrative expenses |
|
|
(469 |
) |
|
|
(419 |
) |
Depreciation and amortization expenses |
|
|
(2,626 |
) |
|
|
(2,580 |
) |
Operating income before gains on real estate transactions, net |
|
|
3,414 |
|
|
|
3,098 |
|
Gains on dispositions of development properties and land, net |
|
|
258 |
|
|
|
414 |
|
Gains on other dispositions of investments in real estate, net |
|
|
686 |
|
|
|
904 |
|
Operating income |
|
$ |
4,358 |
|
|
$ |
4,416 |
|
See Note 16 to the Consolidated Financial Statements for more information on our segments and a reconciliation of each reportable segment’s NOI to Operating Income and Earnings Before Income Taxes.
Real Estate Segment
This reportable segment principally includes rental revenue and rental expenses recognized from our consolidated properties. This segment also includes the operating results of our renewable energy assets. We allocate the costs of our property management and leasing functions to the Real Estate Segment through Rental Expenses and the Strategic Capital Segment through Strategic Capital
30
Table of Contents
Expenses, both in the Consolidated Financial Statements, based on the square footage of the relative portfolios. In addition, this segment is impacted by our development, acquisition and disposition activities.
Below are the components of Real Estate Segment NOI, derived directly from line items in the Consolidated Financial Statements (in millions):
|
|
2025 |
|
|
2024 |
|
||
Rental revenues |
|
$ |
8,159 |
|
|
$ |
7,515 |
|
Development management and other revenues |
|
|
39 |
|
|
|
14 |
|
Rental expenses |
|
|
(1,964 |
) |
|
|
(1,765 |
) |
Other expenses |
|
|
(46 |
) |
|
|
(47 |
) |
Real Estate Segment – NOI |
|
$ |
6,188 |
|
|
$ |
5,717 |
|
The $471 million change in Real Estate Segment (“RES”) NOI in 2025 compared to 2024, was impacted by the following activities (in millions):
Below are key operating metrics of our consolidated operating portfolio:
|
(1) Consolidated square feet of leases commenced and weighted average net effective rent change were calculated for leases with initial terms of one year or greater.
31
Table of Contents
Development Activity
The following table summarizes consolidated development activity (dollars and square feet in millions):
|
|
2025 |
|
|
2024 |
|
||
Starts: |
|
|
|
|
|
|
||
Number of new development buildings started during the period |
|
|
41 |
|
|
|
26 |
|
Square feet |
|
|
15 |
|
|
|
7 |
|
TEI |
|
$ |
2,943 |
|
|
$ |
1,235 |
|
Percentage of build-to-suits based on TEI |
|
|
60.9 |
% |
|
|
28.6 |
% |
|
|
|
|
|
|
|
||
Stabilizations: |
|
|
|
|
|
|
||
Number of development buildings stabilized during the period |
|
|
40 |
|
|
|
72 |
|
Square feet |
|
|
11 |
|
|
|
24 |
|
TEI |
|
$ |
2,271 |
|
|
$ |
4,130 |
|
Percentage of build-to-suits based on TEI |
|
|
43.8 |
% |
|
|
32.7 |
% |
Weighted average stabilized yield (1) |
|
|
6.7 |
% |
|
|
6.2 |
% |
Estimated value at completion |
|
$ |
2,848 |
|
|
$ |
4,923 |
|
Estimated weighted average margin (2) |
|
|
25.4 |
% |
|
|
19.2 |
% |
Estimated value creation |
|
$ |
577 |
|
|
$ |
793 |
|
At December 31, 2025, the consolidated development portfolio, including properties under development and pre-stabilized properties, was expected to be completed before September 2027 with a TEI of $5.1 billion and was 53.5% leased, including $686 million of TEI for data centers. Our investment in the development portfolio was $3.0 billion at December 31, 2025. For additional information on our development portfolio at December 31, 2025, see Item 2. Properties.
Capital Expenditures
We capitalize costs incurred in improving and leasing our consolidated operating properties and other real estate investments as part of the investment basis or within Other Assets in the Consolidated Balance Sheets. The following graph summarizes capitalized expenditures and leasing costs during each year and excludes development costs and spend subsequent to stabilization that is structural in nature:
|
Strategic Capital Segment
This reportable segment includes revenues from asset management and property management services, transactional services for acquisition, disposition and leasing activity and promote revenue earned from the unconsolidated co-investment ventures. Revenues associated with the Strategic Capital Segment fluctuate because of changes in the size of the portfolios through acquisitions and dispositions, the fair value of the properties, timing of promotes, foreign currency exchange rates and other transactional activity. These revenues are reduced by the direct costs associated with the asset and property-level management expenses for the properties owned by these ventures. We allocate the costs of our property management and leasing functions to the Strategic Capital Segment through
32
Table of Contents
Strategic Capital Expenses and to the Real Estate Segment through Rental Expenses both in the Consolidated Financial Statements, based on the square footage of the relative portfolios. For further details regarding the key property information and summarized financial condition and operating results of our unconsolidated co-investment ventures, refer to Note 4 to the Consolidated Financial Statements.
Below are the components of Strategic Capital Segment NOI derived directly from the line items in the Consolidated Financial Statements (in millions):
|
|
2025 |
|
|
2024 |
|
||
Strategic capital revenues |
|
$ |
592 |
|
|
$ |
672 |
|
Strategic capital expenses |
|
|
(271 |
) |
|
|
(292 |
) |
Strategic Capital Segment – NOI |
|
$ |
321 |
|
|
$ |
380 |
|
Below is additional detail of our Strategic Capital Segment revenues, expenses and NOI (in millions):
|
|
U.S. (1) |
|
|
Other Americas |
|
|
Europe |
|
|
Asia |
|
|
Total |
|
|||||||||||||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||||||||
Strategic capital revenues ($) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Recurring fees (2) |
|
|
178 |
|
|
|
168 |
|
|
|
82 |
|
|
|
60 |
|
|
|
190 |
|
|
|
170 |
|
|
|
71 |
|
|
|
74 |
|
|
|
521 |
|
|
|
472 |
|
Transactional fees (3) |
|
|
21 |
|
|
|
17 |
|
|
|
8 |
|
|
|
7 |
|
|
|
28 |
|
|
|
24 |
|
|
|
12 |
|
|
|
13 |
|
|
|
69 |
|
|
|
61 |
|
Promote revenue (4) |
|
|
- |
|
|
|
112 |
|
|
|
- |
|
|
|
25 |
|
|
|
1 |
|
|
|
1 |
|
|
|
1 |
|
|
|
1 |
|
|
|
2 |
|
|
|
139 |
|
Total strategic capital revenues ($) |
|
|
199 |
|
|
|
297 |
|
|
|
90 |
|
|
|
92 |
|
|
|
219 |
|
|
|
195 |
|
|
|
84 |
|
|
|
88 |
|
|
|
592 |
|
|
|
672 |
|
Strategic capital expenses ($) (4) |
|
|
(132 |
) |
|
|
(155 |
) |
|
|
(22 |
) |
|
|
(21 |
) |
|
|
(73 |
) |
|
|
(76 |
) |
|
|
(44 |
) |
|
|
(40 |
) |
|
|
(271 |
) |
|
|
(292 |
) |
Strategic Capital Segment – NOI ($) |
|
|
67 |
|
|
|
142 |
|
|
|
68 |
|
|
|
71 |
|
|
|
146 |
|
|
|
119 |
|
|
|
40 |
|
|
|
48 |
|
|
|
321 |
|
|
|
380 |
|
The Prologis Promote Plan ("PPP") awards up to 25% of the third-party portion of the promotes earned by us from the co-investment ventures to our employees. This award is issued as a combination of cash and equity-based awards, pursuant to the terms of the PPP and expensed through Strategic Capital Expenses in the Consolidated Statements of Income, as vested. As a result, expenses recognized in the current period may relate to promote revenues recognized in prior periods.
G&A Expenses
G&A expenses were $469 million and $419 million for 2025 and 2024, respectively. G&A expenses increased in 2025 compared to 2024, principally due to inflationary increases and higher compensation expenses including additions in our workforce in growth areas of the business. We capitalize certain internal costs that are incremental and directly related to our development and building improvement activities.
The following table summarizes capitalized G&A expenses (dollars in millions):
|
|
2025 |
|
|
2024 |
|
||
Building and land development activities |
|
$ |
116 |
|
|
$ |
133 |
|
Operating building improvements and other |
|
|
59 |
|
|
|
56 |
|
Total capitalized G&A expenses |
|
$ |
175 |
|
|
$ |
189 |
|
Capitalized compensation and related costs as a percentage of total |
|
|
21.0 |
% |
|
|
24.4 |
% |
Depreciation and Amortization Expenses
Depreciation and amortization expenses were $2.6 billion in both 2025 and 2024.
33
Table of Contents
The $46 million change in depreciation and amortization expenses in 2025 compared to 2024, was impacted by the following items (in millions):
Gains on Real Estate Transactions, Net
Gains on the disposition of development properties and land were $258 million and $414 million for 2025 and 2024, respectively, principally from the contribution of properties we developed to unconsolidated co-investment ventures in Europe and the U.S. in 2025 and the U.S., Mexico and Europe in 2024, and from sales to third parties in the U.S. in 2025.
Gains on other dispositions of investments in real estate were $686 million and $904 million for 2025 and 2024, respectively, principally from the sales of properties to third parties and the contribution of operating properties to our unconsolidated co-investment venture in the U.S. during both years.
Historically, we have utilized the proceeds from these dispositions primarily to fund our acquisition and development activities. See Note 3 to the Consolidated Financial Statements for further information on these transactions.
Our Owned and Managed (“O&M”) Operating Portfolio
We manage our business and evaluate operating performance on an O&M basis, which includes our consolidated properties and properties owned by our unconsolidated co-investment ventures. We believe reviewing the results on this basis enables management to assess performance more comprehensively as we manage the properties without regard to their ownership. We do not control the unconsolidated co-investment ventures for purposes of GAAP and the presentation of the ventures’ operating information does not represent a legal claim.
Our O&M operating portfolio excludes our development portfolio, value-added properties, non-industrial properties and properties we consider non-strategic that we do not intend to hold for the long term, including those classified as held for sale or within other real estate investments. Value-added properties are properties we have either acquired at a discount and believe we could provide greater returns post-stabilization or properties we expect to repurpose to higher uses. See below for information on our O&M operating portfolio at December 31 (square feet in millions):
|
2025 |
|
2024 |
||||||||||||||||
|
Number of Properties |
|
|
Square |
|
|
Percentage Occupied |
|
Number of Properties |
|
|
Square |
|
|
Percentage Occupied |
||||
Consolidated |
|
2,968 |
|
|
|
645 |
|
|
95.4% |
|
|
2,981 |
|
|
|
644 |
|
|
95.4% |
Unconsolidated |
|
2,472 |
|
|
|
562 |
|
|
96.3% |
|
|
2,423 |
|
|
|
548 |
|
|
96.6% |
Total |
|
5,440 |
|
|
|
1,207 |
|
|
95.8% |
|
|
5,404 |
|
|
|
1,192 |
|
|
95.9% |
34
Table of Contents
Below are the key leasing metrics of our O&M operating portfolio.
|
Same Store Analysis
Our same store metrics are non-GAAP financial measures, which are commonly used in the real estate industry and expected from the financial community, on both a net effective and cash basis. We evaluate the performance of the operating properties we own and manage using a “same store” analysis because the population of properties in this analysis is consistent from period to period, which allows us and investors to analyze our ongoing business operations. We determine our same store metrics on property NOI, which is calculated as rental revenue less rental expense for the applicable properties in the same store population for both consolidated and unconsolidated properties based on our ownership interest, as further defined below.
We define our same store population for the three months ended December 31, 2025 as the properties in our O&M operating portfolio, including the property NOI for both consolidated properties and properties owned by the unconsolidated co-investment ventures, at January 1, 2024 and owned throughout the same three-month period in both 2024 and 2025. We believe the drivers of property NOI for the consolidated portfolio are generally the same for the properties owned by the ventures in which we invest and therefore we evaluate the same store metrics of the O&M portfolio based on Prologis’ ownership in the properties (“Prologis Share”). The same store population excludes properties held for sale to third parties, along with development properties that were not stabilized at the beginning of the period (January 1, 2024) and properties acquired or disposed of to third parties during the period. To derive an appropriate measure of period-to-period operating performance, we remove the effects of foreign currency exchange rate movements by using the reported period-end exchange rate to translate from local currency into the U.S. dollar, for both periods.
35
Table of Contents
As non-GAAP financial measures, the same store metrics have certain limitations as an analytical tool and may vary among real estate companies. As a result, we provide a reconciliation of Rental Revenues less Rental Expenses (“Property NOI”) (from our Consolidated Financial Statements prepared in accordance with U.S. GAAP) to our Same Store Property NOI measures.
We evaluate the results of our same store portfolio on a quarterly basis. The following is a reconciliation of our consolidated rental revenues, rental expenses and property NOI for each quarter in 2025 and 2024 to the full year, as included in the Consolidated Statements of Income and within Note 18 to the Consolidated Financial Statements and to the respective amounts in our same store portfolio analysis for the three months ended December 31 (dollars in millions):
|
|
Three Months Ended |
|
|
|
|
||||||||||||||
|
|
March 31, |
|
|
June 30, |
|
|
September 30, |
|
|
December 31, |
|
|
Full Year |
|
|||||
2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Rental revenues |
|
$ |
1,987 |
|
|
$ |
2,026 |
|
|
$ |
2,054 |
|
|
$ |
2,092 |
|
|
$ |
8,159 |
|
Rental expenses |
|
|
(488 |
) |
|
|
(488 |
) |
|
|
(485 |
) |
|
|
(503 |
) |
|
|
(1,964 |
) |
Property NOI |
|
$ |
1,499 |
|
|
$ |
1,538 |
|
|
$ |
1,569 |
|
|
$ |
1,589 |
|
|
$ |
6,195 |
|
2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Rental revenues |
|
$ |
1,828 |
|
|
$ |
1,852 |
|
|
$ |
1,897 |
|
|
$ |
1,938 |
|
|
$ |
7,515 |
|
Rental expenses |
|
|
(454 |
) |
|
|
(445 |
) |
|
|
(427 |
) |
|
|
(439 |
) |
|
|
(1,765 |
) |
Property NOI |
|
$ |
1,374 |
|
|
$ |
1,407 |
|
|
$ |
1,470 |
|
|
$ |
1,499 |
|
|
$ |
5,750 |
|
|
Three Months Ended |
|
|
|
|
||||||
|
2025 |
|
|
2024 |
|
|
% Change |
|
|||
Reconciliation of Consolidated Property NOI to Same Store Property NOI measures: |
|
||||||||||
|
|
|
|
|
|
|
|
|
|||
Rental revenues |
$ |
2,092 |
|
|
$ |
1,938 |
|
|
|
|
|
Rental expenses |
|
(503 |
) |
|
|
(439 |
) |
|
|
|
|
Consolidated Property NOI |
$ |
1,589 |
|
|
$ |
1,499 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Adjustments to derive same store results: |
|
|
|
|
|
|
|
|
|||
Property NOI from consolidated properties not included in same store portfolio and |
|
(228 |
) |
|
|
(188 |
) |
|
|
|
|
Property NOI from unconsolidated co-investment ventures included in same store |
|
924 |
|
|
|
871 |
|
|
|
|
|
Third parties' share of Property NOI from properties included in same store |
|
(731 |
) |
|
|
(698 |
) |
|
|
|
|
Prologis Share of Same Store Property NOI – Net Effective (2) |
$ |
1,554 |
|
|
$ |
1,484 |
|
|
|
4.7 |
% |
Consolidated properties straight-line rent and fair value lease amortization |
|
(117 |
) |
|
|
(124 |
) |
|
|
|
|
Unconsolidated co-investment ventures straight-line rent and fair value lease |
|
(37 |
) |
|
|
(23 |
) |
|
|
|
|
Third parties' share of straight-line rent and fair value lease amortization included |
|
27 |
|
|
|
13 |
|
|
|
|
|
Prologis Share of Same Store Property NOI – Cash (2)(3) |
$ |
1,427 |
|
|
$ |
1,350 |
|
|
|
5.7 |
% |
During the periods presented, certain wholly owned properties were contributed to a co-investment venture and are included in the same store portfolio. Neither our consolidated results nor those of the co-investment ventures, when viewed individually,
36
Table of Contents
would be comparable on a same store basis because of the changes in composition of the respective portfolios from period to period (e.g. the results of a contributed property are included in our consolidated results through the contribution date and in the results of the venture subsequent to the contribution date based on our ownership interest at the end of the period). As a result, only line items labeled “Prologis Share of Same Store Property NOI” are comparable period over period.
We manage our business and compensate our executives based on the same store results of our O&M portfolio at 100% as we manage our portfolio on an ownership blind basis. We calculate those results by including 100% of the properties included in our same store portfolio.
Other Components of Income (Expense)
Earnings from Unconsolidated Entities, Net
We recognized net earnings from unconsolidated entities, which are primarily accounted for using the equity method, of $403 million and $354 million during 2025 and 2024, respectively.
The earnings we recognize from unconsolidated entities can be impacted by: (i) the size, rental rates and occupancy of the portfolio of properties owned by each venture; (ii) interest expense based on the size and terms of the debt; (iii) gains or losses from dispositions of properties, impairments and extinguishments of debt; (iv) our ownership interest in each venture; (v) other variances in revenues and expenses of each venture; and (vi) fluctuations in foreign currency exchange rates used to translate our share of net earnings to U.S. dollars.
See the discussion of our unconsolidated entities above in the Strategic Capital Segment discussion and in Note 4 to the Consolidated Financial Statements for a further breakdown of our share of net earnings recognized.
Interest Expense
The following table details our net interest expense (dollars in millions):
|
|
2025 |
|
|
2024 |
|
||
Gross interest expense |
|
$ |
1,024 |
|
|
$ |
893 |
|
Amortization of debt discount and debt issuance costs, net |
|
|
85 |
|
|
|
79 |
|
Capitalized amounts |
|
|
(107 |
) |
|
|
(108 |
) |
Net interest expense |
|
$ |
1,002 |
|
|
$ |
864 |
|
Weighted average effective interest rate during the year |
|
|
3.2 |
% |
|
|
3.1 |
% |
Interest expense increased in 2025, as compared to 2024, principally due to the issuance of senior notes to finance acquisition and development activities with higher interest rates on new issuances. We issued $3.4 billion of senior notes during 2025 and $4.2 billion during 2024, with a weighted average interest rate of 4.2% and 4.8%, respectively, at the issuance date.
See Note 7 to the Consolidated Financial Statements and the Liquidity and Capital Resources section below, for further discussion of our debt and borrowing costs.
Foreign Currency, Derivative and Other Gains (Losses) and Other Income (Expense), Net
We recognized foreign currency, derivative and other gains (losses) and other income (expense), net, of $15 million and $209 million for 2025 and 2024, respectively. This activity resulted principally from three types of transactions during 2025 and 2024: (i) interest income earned on short-term investments and other income ($130 million and $88 million, respectively); (ii) realized gains on the settlement of undesignated derivatives ($11 million and $53 million, respectively); and (iii) unrealized changes in the fair value of undesignated derivatives and the remeasurement of the unhedged foreign debt that was designated as a nonderivative net investment hedge ($138 million of losses and $87 million of gains, respectively).
Given the global nature of our operations, we are exposed to foreign currency exchange risk related to investments in and earnings from our foreign investments. We primarily hedge our foreign currency risk related to our investments by borrowing in the currencies in which we invest thereby providing a natural hedge. We have issued debt in a currency that is not the same functional currency of the borrowing entity and have designated a portion of the debt as a nonderivative net investment hedge. We recognize the remeasurement and settlement of the translation adjustment on the unhedged portion of the debt and accrued interest in unrealized gains or losses. We may use derivative financial instruments to manage foreign currency exchange rate risk related to our earnings. We recognize the change in fair value of the undesignated derivative contracts in unrealized gains and losses. Upon settlement of these transactions, we recognize realized gains or losses.
37
Table of Contents
See Note 2 to the Consolidated Financial Statements for more information about our foreign currency and derivative financial instrument policies and Note 14 to the Consolidated Financial Statements for more information about our derivative and nonderivative transactions.
Income Tax Expense
We recognize income tax expense related to our taxable REIT subsidiaries and in the local, state and foreign jurisdictions in which we operate. Our current income tax expense (benefit) fluctuates from period to period based primarily on the timing of our taxable income, including gains on the disposition of properties, fees earned from the co-investment ventures and taxable earnings from unconsolidated co-investment ventures. Deferred income tax expense (benefit) is generally a function of the period’s temporary differences and the utilization of net operating losses generated in prior years that had been previously recognized as deferred income tax assets in taxable subsidiaries.
The following table summarizes our income tax expense (benefit) (in millions):
|
|
2025 |
|
|
2024 |
|
||
Current income tax expense (benefit): |
|
|
|
|
|
|
||
Income tax expense (benefit) |
|
$ |
173 |
|
|
$ |
116 |
|
Income tax expense (benefit) on dispositions |
|
|
27 |
|
|
|
30 |
|
Total current income tax expense (benefit) |
|
|
200 |
|
|
|
146 |
|
|
|
|
|
|
|
|
||
Deferred income tax expense (benefit): |
|
|
|
|
|
|
||
Income tax expense (benefit) |
|
|
4 |
|
|
|
21 |
|
Total deferred income tax expense (benefit) |
|
|
4 |
|
|
|
21 |
|
Total income tax expense |
|
$ |
204 |
|
|
$ |
167 |
|
Our income taxes are discussed in more detail in Note 12 to the Consolidated Financial Statements.
Net Earnings Attributable to Noncontrolling Interests
Net earnings attributable to noncontrolling interests represents the third-party investors’ share of the earnings generated in consolidated entities in which we do not own 100% of the equity, reduced by the third-party share of fees or promotes we earned during the period. We had net earnings attributable to noncontrolling interests of $237 million and $216 million in 2025 and 2024, respectively. Included in these amounts were $81 million and $93 million in 2025 and 2024, respectively, of net earnings attributable to the common limited partnership unitholders of Prologis, L.P.
See Note 10 to the Consolidated Financial Statements for further information on our noncontrolling interests.
Other Comprehensive Income (Loss)
The key driver of changes in Accumulated Other Comprehensive Income (Loss) (“AOCI/L”) in the Consolidated Financial Statements in 2025 and 2024, was the currency translation adjustment derived from changes in exchange rates during both periods principally on our net investments in real estate outside the U.S. and the borrowings we issue in the functional currencies of the countries where we invest. These borrowings serve as a natural hedge of our foreign investments. In addition, we use derivative financial instruments, such as foreign currency contracts to manage foreign currency exchange rate risk related to our foreign investments and interest rate contracts to manage interest rate risk, that when designated the change in fair value is included in AOCI/L.
See Note 2 to the Consolidated Financial Statements for more information about our foreign currency and derivative financial instrument policies and Note 14 to the Consolidated Financial Statements for more information about our derivative and nonderivative transactions and other comprehensive income (loss).
ENVIRONMENTAL MATTERS
See Note 15 in the Consolidated Financial Statements for further information about environmental liabilities.
LIQUIDITY AND CAPITAL RESOURCES
Overview
We believe our ability to generate cash from operating activities, distributions from our co-investment ventures, contributions and dispositions of properties and available financing sources provides sufficient capacity to meet our anticipated future development, acquisition, operating, debt service, dividend and distribution requirements.
38
Table of Contents
Near-Term Principal Cash Sources and Uses
In addition to dividends and distributions, we expect our primary cash needs will consist of the following:
We expect to fund our cash needs principally from the following sources (subject to market conditions):
In the long term, we may also voluntarily repurchase our outstanding debt or equity securities (depending on prevailing market conditions, our liquidity, contractual restrictions and other factors) through cash purchases, open-market purchases, privately negotiated transactions, tender offers or otherwise. We may also fund our cash needs from the issuance of equity securities, subject to market conditions, and through the sale of a portion of our investments in co-investment ventures.
39
Table of Contents
Debt
The following table summarizes information about our consolidated debt by currency at December 31 (dollars in millions):
|
|
2025 |
|
|
2024 |
|
||||||||||||||
|
|
Weighted Average |
|
Amount |
|
|
% of Total |
|
|
Weighted Average |
|
Amount |
|
|
% of Total |
|
||||
British pound sterling |
|
3.0% |
|
$ |
1,844 |
|
|
|
5.3 |
% |
|
3.1% |
|
$ |
1,715 |
|
|
|
5.6 |
% |
Canadian dollar |
|
4.4% |
|
|
2,005 |
|
|
|
5.7 |
% |
|
4.7% |
|
|
1,262 |
|
|
|
4.1 |
% |
Euro |
|
2.2% |
|
|
12,302 |
|
|
|
35.1 |
% |
|
2.1% |
|
|
9,900 |
|
|
|
32.1 |
% |
Japanese yen |
|
1.2% |
|
|
2,930 |
|
|
|
8.4 |
% |
|
1.1% |
|
|
2,911 |
|
|
|
9.4 |
% |
U.S. dollar |
|
4.1% |
|
|
15,386 |
|
|
|
43.9 |
% |
|
4.1% |
|
|
14,458 |
|
|
|
46.8 |
% |
Other |
|
3.8% |
|
|
570 |
|
|
|
1.6 |
% |
|
3.6% |
|
|
633 |
|
|
|
2.0 |
% |
Total debt (1) |
|
3.2% |
|
$ |
35,037 |
|
|
|
100.0 |
% |
|
3.1% |
|
$ |
30,879 |
|
|
|
100.0 |
% |
At December 31, 2025, our credit ratings were A from Standard and Poor's and A2 from Moody's, both with stable outlooks. These ratings support our ability to access capital at favorable interest rates. Adverse changes to our credit ratings could negatively affect our business and our future growth, particularly our refinancing and capital markets activities, our ability to manage debt maturities and our development and acquisition plans. A securities rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time by the issuing agency.
At December 31, 2025, we were in compliance with all of our financial debt covenants. These covenants include customary financial covenants, such as maintaining debt service coverage, leverage and fixed charge coverage ratios.
See Note 7 to the Consolidated Financial Statements for further discussion on our debt.
Equity Commitments Related to Certain Co-Investment Ventures
Certain co-investment ventures have equity commitments from us and our venture partners. Our venture partners fulfill their equity commitment with cash. We may fulfill our equity commitment through contributions of properties or cash.
The following table summarizes the remaining equity commitments at December 31, 2025 (dollars in millions):
|
|
Equity Commitments (1) |
|
|
|
|||||||||
|
|
Prologis |
|
|
Venture Partners |
|
|
Total |
|
|
Expiration Date |
|||
Prologis Brazil Logistics Venture |
|
$ |
33 |
|
|
$ |
133 |
|
|
$ |
166 |
|
|
2028 |
Prologis European Logistics Fund |
|
|
- |
|
|
|
60 |
|
|
|
60 |
|
|
2028 (2) |
Prologis Japan Core Logistics Fund |
|
|
78 |
|
|
|
402 |
|
|
|
480 |
|
|
2033 |
Prologis China Logistics Venture |
|
|
49 |
|
|
|
278 |
|
|
|
327 |
|
|
2027 – 2028 |
Total |
|
$ |
160 |
|
|
$ |
873 |
|
|
$ |
1,033 |
|
|
|
See the Cash Flow Summary below for more information about our investment activity in our co-investment ventures.
Cash Flow Summary
The following table summarizes our cash flow activity (in millions):
|
2025 |
|
|
2024 |
|
||
Net cash provided by (used in) operating activities |
$ |
5,008 |
|
|
$ |
4,912 |
|
Net cash provided by (used in) investing activities |
$ |
(3,630 |
) |
|
$ |
(3,099 |
) |
Net cash provided by (used in) financing activities |
$ |
(1,564 |
) |
|
$ |
(1,000 |
) |
Net increase (decrease) in cash and cash equivalents, including the effect of foreign currency |
$ |
(173 |
) |
|
$ |
788 |
|
40
Table of Contents
Operating Activities
Cash provided by and used in operating activities, exclusive of changes in receivables and payables, was impacted by the following significant activities:
Investing Activities
Cash provided by investing activities is driven by proceeds from the sale of real estate assets that include the contribution of properties we developed to our unconsolidated co-investment ventures as well as the sale of data centers and non-strategic operating properties. Cash used in investing activities is principally driven by our capital deployment activities of investing in the development of operating properties and data centers, acquisitions and capital expenditures as discussed above. Acquisition activity includes operating properties, real estate portfolios, land for future development and other real estate assets that we acquired with the intent to redevelop in the future. See Note 3 to the Consolidated Financial Statements for further information on these activities. In addition, the following significant transactions also impacted our cash used in and provided by investing activities:
41
Table of Contents
Financing Activities
Cash provided by and used in financing activities is principally driven by proceeds from and payments on credit facilities, commercial paper and other debt, along with dividends paid on common and preferred stock and noncontrolling interest contributions and distributions. Our credit facilities and our commercial paper support our cash needs for general corporate purposes on a short-term basis. The maturities of the borrowings under the credit facilities and the notes under the commercial paper programs generally range from overnight to three months.
Our repurchase of and payments on debt and proceeds from the issuance of debt consisted of the following activity (in millions):
|
|
2025 |
|
|
2024 |
|
||
Repurchase of and payments on debt (including extinguishment costs) |
|
|
|
|
|
|
||
Regularly scheduled debt principal payments and payments at maturity |
|
$ |
337 |
|
|
$ |
330 |
|
Secured mortgage debt |
|
|
- |
|
|
|
89 |
|
Senior notes |
|
|
365 |
|
|
|
- |
|
Term loans |
|
|
- |
|
|
|
500 |
|
Total |
|
$ |
702 |
|
|
$ |
919 |
|
|
|
|
|
|
|
|
||
Proceeds from the issuance of debt |
|
|
|
|
|
|
||
Secured mortgage debt |
|
$ |
4 |
|
|
$ |
7 |
|
Senior notes |
|
|
3,431 |
|
|
|
4,149 |
|
Term loans |
|
|
26 |
|
|
|
350 |
|
Total |
|
$ |
3,461 |
|
|
$ |
4,506 |
|
Unconsolidated Co-Investment Venture Debt
We had investments in and advances to our unconsolidated co-investment ventures of $10.3 billion at December 31, 2025. These ventures had total third-party debt of $19.7 billion at December 31, 2025 with a weighted average remaining term of 6 years and weighted average interest rate of 3.5%. Certain of our ventures do not have third-party debt and are therefore excluded. This debt is non-recourse to Prologis and other investors in the co-investment ventures and bears interest as follows at December 31, 2025 (dollars in millions):
|
|
Total Debt (1) |
|
|
Weighted Average |
|
Gross Book Value of Real Estate (1) |
|
|
Ownership % |
||
Prologis Targeted U.S. Logistics Fund |
|
$ |
6,386 |
|
|
4.3% |
|
$ |
16,761 |
|
|
31.9% |
FIBRA Prologis |
|
|
2,429 |
|
|
5.1% |
|
|
6,710 |
|
|
34.6% |
Prologis European Logistics Fund |
|
|
7,101 |
|
|
3.1% |
|
|
22,284 |
|
|
26.4% |
Nippon Prologis REIT |
|
|
2,302 |
|
|
0.9% |
|
|
6,282 |
|
|
15.3% |
Prologis Japan Core Logistics Fund |
|
|
334 |
|
|
1.3% |
|
|
614 |
|
|
16.3% |
Prologis China Core Logistics Fund |
|
|
809 |
|
|
4.1% |
|
|
1,964 |
|
|
15.5% |
Prologis China Logistics Venture |
|
|
313 |
|
|
3.9% |
|
|
806 |
|
|
15.0% |
Total |
|
$ |
19,674 |
|
|
|
|
$ |
55,421 |
|
|
|
At December 31, 2025, we did not guarantee any third-party debt of the unconsolidated co-investment ventures. In our role as the manager or sponsor, we work with the co-investment ventures to maintain sufficient liquidity and refinance their maturing debt. There can be no assurance that the co-investment ventures will be able to refinance any maturing indebtedness on terms as favorable as the maturing debt, or at all. If the ventures are unable to refinance the maturing indebtedness with newly issued debt, they may be able to obtain funds by voluntary capital contributions from us and our partners or by selling assets. Certain of our ventures also have credit facilities, or unencumbered properties, both of which may be used to obtain funds.
Dividend and Distribution Requirements
Our dividend policy on our common stock is to distribute a percentage of our cash flow to ensure that we will meet the dividend requirements of the Internal Revenue Code ("IRC"), relative to maintaining our REIT status, while still allowing us to retain cash to fund our capital deployment and other investment activities.
Under the IRC, REITs may be subject to certain federal income and excise taxes on undistributed taxable income.
42
Table of Contents
Outstanding Common Shares and Units Eligible for Dividends and Distributions
At December 31, 2025 the total outstanding shares of the Parent's common stock and common limited partnership units in the OP eligible for dividends and distributions were as follows (in thousands):
|
Shares/Units |
|
|
Common shares outstanding |
|
929,153 |
|
Common limited partnership units outstanding |
|
21,758 |
|
Total outstanding common shares and units eligible for dividends and distributions |
|
950,911 |
|
We paid quarterly cash dividends of $1.01 and $0.96 per common share in 2025 and 2024, respectively. Our future common stock dividends, if and as declared, may vary and will be determined by the Board based upon the circumstances prevailing at the time, including our financial condition, operating results and REIT distribution requirements, and may be adjusted at the discretion of the Board during the year.
We make distributions on the common limited partnership units outstanding at the same per unit amount as our common stock dividend.
Class A common limited partnership units ("Class A Units") Distributions
The Class A Units in the OP were entitled to a quarterly distribution equal to $0.64665 per unit so long as the common units received a quarterly distribution of at least $0.40 per unit. We paid a quarterly cash distribution of $0.64665 per Class A Unit in both 2025 and 2024, totaling $1.93995 per unit during the year ended December 31, 2025, and $2.58660 per unit during the year ended December 31, 2024. During the year ended December 31, 2025, all Class A Units were converted into common limited partnership units, leaving none outstanding to be converted at December 31, 2025.
Preferred Stock Dividends
At December 31, 2025, our Series Q preferred stock had an annual dividend rate of 8.54% per share and the dividends are payable quarterly in arrears.
Pursuant to the terms of our preferred stock, we are restricted from declaring or paying any dividend with respect to our common stock unless and until all cumulative dividends with respect to the preferred stock have been paid and sufficient funds have been set aside for dividends that have been declared for the relevant dividend period with respect to the preferred stock.
Other Commitments
On an ongoing basis, we are engaged in various stages of negotiations for the acquisition or disposition of individual properties or portfolios of properties.
CRITICAL ACCOUNTING POLICIES
A critical accounting policy is one that involves an estimate or assumption that is subjective and requires management judgment about the effect of a matter that is inherently uncertain and material to an entity’s financial condition and results of operations. Management’s judgment considers historical and current economic conditions and expectations for the future. Changes in estimates could affect our financial position and specific items in our results of operations that are used by stockholders, potential investors, industry analysts and lenders in their evaluation of our performance. Of the significant accounting policies discussed in Note 2 to the Consolidated Financial Statements, those presented below have been identified by us as meeting the criteria to be considered critical accounting policies for our financial condition at December 31, 2025, and 2024 and our operating results for the three-year period ended December 31, 2025. Refer to Note 2 for more information on these critical accounting policies.
Asset Acquisitions
We generally account for an acquisition of a single property or portfolio of properties as an asset acquisition. We measure the real estate assets acquired through an asset acquisition based on their cost or total consideration exchanged. The difference between the cost and the estimated fair value (excess or bargain consideration) is allocated to the real estate properties and related lease intangibles on a relative fair value basis. Assets we do not intend to hold long-term are recorded at fair value. At a property level, we allocate the fair value to the components, which include buildings, land, improvements, and intangible assets or liabilities related to acquired leases. The most significant portion of the allocation is to building and land and requires the use of market based estimates and assumptions.
The fair value of real estate properties subject to purchase price allocation is based on the expected future cash flows of the property and various characteristics of the markets where the property is located utilizing an income approach methodology, which may be a
43
Table of Contents
discounted cash flow analysis or applying a capitalization rate to the estimated net operating income of a property. Key assumptions may include market rents and capitalization rates. Estimates of future cash flows are based on a number of factors including historical operating results, known trends and market and economic conditions. We determine capitalization rates by market based on recent transactions and other market data and adjust if necessary, based on the property characteristics. The fair value of land is generally based on relevant market data, such as a comparison of the subject site to similar parcels that have recently been sold or are currently being offered on the market for sale. For acquisitions of a significant portfolio of properties, the use of different assumptions to value the acquired properties and allocate the most significant portion of the property value between the building and land could affect the depreciation expense we recognize over the estimated remaining useful life.
Recoverability of Real Estate Assets
We assess the carrying values of our respective long-lived assets whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be fully recoverable. This assessment is primarily triggered based on the shortening of the expected hold period due to a change in our intent to sell a property in the near term. We have processes to monitor our intent with regard to our investments and the estimated disposition value in comparison to the current carrying value. If our assessment of potential triggering events indicates that the carrying value of a property that we expect to sell in the near term is not recoverable, we recognize an impairment charge for the amount by which the carrying value exceeds the current estimated fair value of the property. We determine the fair value of the property based on the estimated proceeds from disposition that are based on quoted market values, third-party appraisals or discounted cash flow models that utilize the future net operating income of the property and expected market capitalization rates. Changes in economic and operating conditions could impact our intent and the assumptions used in determining the fair value that could result in future impairment.
NEW ACCOUNTING PRONOUNCEMENTS
See Note 2 to the Consolidated Financial Statements.
FUNDS FROM OPERATIONS ATTRIBUTABLE TO COMMON STOCKHOLDERS/UNITHOLDERS (“FFO”)
FFO is a non-GAAP financial measure that is commonly used in the real estate industry, with net earnings as the most directly comparable GAAP measure.
The National Association of Real Estate Investment Trusts ("NAREIT") defines FFO as earnings computed under GAAP to exclude depreciation and gains and losses from sales net of any related tax, along with impairment charges, of previously depreciated properties. We exclude the gains on revaluation of equity investments upon acquisition of a controlling interest and the gain recognized from a partial sale of our investment, as these are similar to gains from the sales of previously depreciated properties. This measure excludes similar adjustments from our unconsolidated entities and the third parties' share of our consolidated ventures.
Our FFO Measures
Our FFO measures begin with NAREIT’s definition, with certain adjustments to calculate FFO, as modified by Prologis, and Core FFO, both as defined below, to reflect our business and execution of our management strategy. While these adjustments are subject to significant fluctuations from period to period, with both positive and negative short-term impacts, the removal of the effects of these items enhances our understanding of the core operating performance of our properties over the long term.
We use FFO, as modified by Prologis, so that management, analysts and investors are able to evaluate our performance against other REITs that do not have similar operations or operations in jurisdictions outside the U.S. We use Core FFO to (i) assess our operating performance as compared to other real estate companies; (ii) evaluate our performance and the performance of our properties in comparison with expected results and results of previous periods; (iii) evaluate the performance of our management; (iv) budget and forecast future results to assist in the allocation of resources; (v) provide guidance to the financial markets to understand our expected operating performance; and (vi) evaluate how a specific potential investment will impact our future results.
We calculate our FFO measures based on our proportionate ownership share of both our unconsolidated entities and consolidated ventures. We reflect our share of our FFO measures for unconsolidated entities by applying our average ownership percentage for the period to the applicable adjustments on an entity-by-entity basis. We reflect our share for consolidated ventures in which we do not own 100% of the equity by removing the noncontrolling interests share of the applicable adjustments based on our average ownership percentage for the applicable periods.
FFO, as modified by Prologis attributable to common stockholders/unitholders (“FFO, as modified by Prologis”)
To arrive at FFO, as modified by Prologis, we adjust the NAREIT defined FFO measure to exclude:
44
Table of Contents
Core FFO attributable to common stockholders/unitholders (“Core FFO”)
To arrive at Core FFO, we adjust FFO, as modified by Prologis, to exclude the following:
Limitations on the use of our FFO measures
While we believe our modified FFO measures are important supplemental measures, neither NAREIT's nor our measures of FFO should be used alone because they exclude significant components of net earnings computed under GAAP and are, therefore, limited as an analytical tool. Some of these limitations arise from excluding income tax expense that may be payable or depreciation and amortization expenses that reflect costs necessary to maintain operating performance. In addition, our FFO measure does not reflect changes in asset values resulting from fluctuations in market conditions or foreign currency exchange rates nor costs or benefits from settlement of deferred income taxes or the extinguishment of debt. We do not use NAREIT's nor our measures of FFO as alternatives to net earnings computed under GAAP or as alternatives to cash from operating activities computed under GAAP or as indicators of our ability to fund our cash needs. We compensate for the limitations by using our FFO measures only in conjunction with net earnings computed under GAAP when making our decisions. This information should be read with our complete Consolidated Financial Statements prepared under GAAP. To assist investors in compensating for these limitations, we reconcile our modified FFO measures from consolidated net earnings attributable to common stockholders computed under GAAP as follows (in millions):
|
|
2025 |
|
|
2024 |
|
||
Reconciliation of net earnings attributable to common stockholders to FFO measures: |
|
|
|
|
|
|
||
Net earnings attributable to common stockholders |
|
$ |
3,322 |
|
|
$ |
3,726 |
|
|
|
|
|
|
|
|
||
Add (deduct) NAREIT defined adjustments: |
|
|
|
|
|
|
||
Real estate related depreciation and amortization |
|
|
2,539 |
|
|
|
2,504 |
|
Gains on other dispositions of investments in real estate, net of taxes (excluding development |
|
|
(685 |
) |
|
|
(899 |
) |
Adjustments related to noncontrolling interests |
|
|
(47 |
) |
|
|
(31 |
) |
Our proportionate share of adjustments related to unconsolidated entities |
|
|
551 |
|
|
|
495 |
|
NAREIT defined FFO attributable to common stockholders/unitholders |
|
$ |
5,680 |
|
|
$ |
5,795 |
|
|
|
|
|
|
|
|
||
Add (deduct) our modified adjustments: |
|
|
|
|
|
|
||
Unrealized foreign currency, derivative and other losses (gains), net |
|
|
125 |
|
|
|
(68 |
) |
Deferred income tax expense (benefit) |
|
|
4 |
|
|
|
21 |
|
Reconciling items related to noncontrolling interests |
|
|
(1 |
) |
|
|
- |
|
Our proportionate share of adjustments related to unconsolidated entities |
|
|
(29 |
) |
|
|
(7 |
) |
FFO, as modified by Prologis attributable to common stockholders/unitholders |
|
$ |
5,779 |
|
|
$ |
5,741 |
|
|
|
|
|
|
|
|
||
Adjustments to arrive at Core FFO: |
|
|
|
|
|
|
||
Gains on dispositions of development properties and land, net |
|
|
(258 |
) |
|
|
(414 |
) |
Current income tax expense (benefit) on dispositions |
|
|
26 |
|
|
|
25 |
|
Losses (gains) on early extinguishment of debt, net |
|
|
3 |
|
|
|
(1 |
) |
Adjustments related to noncontrolling interests |
|
|
15 |
|
|
|
6 |
|
Our proportionate share of adjustments related to unconsolidated entities |
|
|
(4 |
) |
|
|
(52 |
) |
Core FFO attributable to common stockholders/unitholders |
|
$ |
5,561 |
|
|
$ |
5,305 |
|
45
Table of Contents
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to the impact of foreign exchange-related variability and earnings volatility on our foreign investments and interest rate changes. See our risk factors in Item 1A. Risk Factors, specifically Risks Related to our Global Operations and Risks Related to Financing and Capital. See also Notes 2 and 14 in the Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data for more information about our foreign operations and derivative financial instruments.
We monitor our market risk exposures using a sensitivity analysis. Our sensitivity analysis estimates the exposure to market risk sensitive instruments assuming a hypothetical 10% adverse change in foreign currency exchange rates or interest rates at December 31, 2025. The results of the sensitivity analysis are summarized in the following sections. The sensitivity analysis is of limited predictive value. As a result, revenues and expenses, as well as our ultimate realized gains or losses with respect to foreign currency exchange rate and interest rate fluctuations will depend on the exposures that arise during a future period, hedging strategies at the time and the prevailing foreign currency exchange rates and interest rates.
Foreign Currency Risk
We are exposed to foreign currency exchange variability related to investments in and earnings from our foreign investments. Foreign currency market risk is the possibility that our results of operations or financial position could be better or worse than planned because of changes in foreign currency exchange rates. We primarily mitigate this risk by borrowing in the currencies where we invest, creating a natural hedge. In addition, we use derivative financial instruments, such as foreign currency contracts designated as net investment hedges, which offset translation adjustments on the net assets of our foreign investments. At December 31, 2025, after consideration of our ability to borrow in the foreign currencies in which we invest and also derivative and nonderivative financial instruments as discussed in Note 14 to the Consolidated Financial Statements, we had minimal net equity denominated in a currency other than the U.S. dollar.
For the year ended December 31, 2025, $697 million or 7.9% of our total consolidated revenue was denominated in foreign currencies. We enter into foreign currency contracts that we do not designate, such as forwards, to reduce the impact from fluctuations in foreign currency associated with the translation of the future earnings of our international subsidiaries. At December 31, 2025, we had foreign currency contracts denominated principally in British pound sterling, Canadian dollar, euro and Japanese yen, with an aggregate notional amount of $1.4 billion. As we do not designate these foreign currency contracts as hedges, the gain or loss on settlement is included in our earnings and offsets the lower or higher translation of earnings from our investments denominated in currencies other than the U.S. dollar. Although the impact to net earnings is mitigated through higher translated U.S. dollar earnings from these currencies, a weakening of the U.S. dollar against these currencies by 10% could result in a $140 million cash payment on settlement of these contracts.
Interest Rate Risk
We are also exposed to the impact of interest rate changes on future earnings and cash flows. To mitigate that risk, we generally borrow with fixed rate debt, and we may use derivative instruments to fix the interest rate on our variable rate debt. At December 31, 2025, $34.5 billion of our debt bore interest at fixed rates and therefore the fair value of these instruments was affected by changes in market interest rates. At December 31, 2025, $1.1 billion of our debt bore interest at variable rates. The following table summarizes the future repayment of debt and scheduled principal payments at December 31, 2025 (dollars in millions):
|
2026 |
|
|
2027 |
|
|
2028 |
|
|
2029 |
|
|
Thereafter |
|
|
Total |
|
|
Fair Value |
|
|||||||
Fixed rate debt |
$ |
1,177 |
|
|
$ |
2,034 |
|
|
$ |
2,628 |
|
|
$ |
3,430 |
|
|
$ |
25,225 |
|
|
$ |
34,494 |
|
|
$ |
31,959 |
|
Weighted average interest rate (1) |
|
2.9 |
% |
|
|
2.2 |
% |
|
|
3.2 |
% |
|
|
2.7 |
% |
|
|
3.4 |
% |
|
|
3.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Variable rate debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Credit facilities |
$ |
- |
|
|
$ |
45 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
45 |
|
|
$ |
45 |
|
Secured mortgage debt |
|
49 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
49 |
|
|
|
49 |
|
Term loans |
|
689 |
|
|
|
8 |
|
|
|
80 |
|
|
|
- |
|
|
|
213 |
|
|
|
990 |
|
|
|
990 |
|
Total variable rate debt |
$ |
738 |
|
|
$ |
53 |
|
|
$ |
80 |
|
|
$ |
- |
|
|
$ |
213 |
|
|
$ |
1,084 |
|
|
$ |
1,084 |
|
At December 31, 2025, the weighted average effective interest rate on our variable rate debt was 3.0%, which was calculated using an average balance on our credit facilities throughout the year and our other variable rate debt balances at December 31, 2025. Changes in interest rates can cause interest expense to fluctuate on our variable rate debt. On the basis of our sensitivity analysis, a 10% increase in interest rates on our average outstanding variable rate debt balances would result in additional annual interest expense of $4 million for the year ended December 31, 2025, which equates to a change in interest rates of 30 basis points on our average outstanding variable rate debt balances and 1 basis point on our average total debt balances.
46
Table of Contents
ITEM 8. Financial Statements and Supplementary Data
The Consolidated Balance Sheets of Prologis, Inc. and Prologis, L.P. at December 31, 2025 and 2024, the Consolidated Statements of Income of Prologis, Inc. and Prologis, L.P., the Consolidated Statements of Comprehensive Income of Prologis, Inc. and Prologis, L.P., the Consolidated Statements of Equity of Prologis, Inc., the Consolidated Statements of Capital of Prologis, L.P. and the Consolidated Statements of Cash Flows of Prologis, Inc. and Prologis, L.P. for each of the years in the three-year period ended December 31, 2025, Notes to Consolidated Financial Statements and Schedule III — Real Estate and Accumulated Depreciation, together with the reports of KPMG LLP, independent registered public accounting firm, are included under Item 15 of this report and are incorporated herein by reference. Selected unaudited quarterly financial data are voluntarily presented in Note 18 of the Consolidated Financial Statements.
ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
ITEM 9A. Controls and Procedures
Controls and Procedures (Prologis, Inc.)
Prologis, Inc. carried out an evaluation under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities and Exchange Act of 1934 (the “Exchange Act”)) at December 31, 2025. Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms. Subsequent to December 31, 2025, there were no significant changes in the internal controls or in other factors that could significantly affect these controls, including any corrective actions with regard to significant deficiencies and material weaknesses.
Changes in Internal Control over Financial Reporting
There have not been any changes in Prologis, Inc.’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, Prologis, Inc.’s internal control over financial reporting.
Management’s Annual Report on Internal Control over Financial Reporting
We are responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.
Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, an evaluation of the effectiveness of the internal control over financial reporting was conducted at December 31, 2025, based on the criteria described in “Internal Control — Integrated Framework” (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management determined that, at December 31, 2025, the internal control over financial reporting was effective.
Our internal control over financial reporting at December 31, 2025, has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their attestation report, which is included herein.
Limitations of the Effectiveness of Controls
Management’s assessment included an evaluation of the design of the internal control over financial reporting and testing of the operational effectiveness of the internal control over financial reporting. The internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Controls and Procedures (Prologis, L.P.)
Prologis, L.P. carried out an evaluation under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) at December 31, 2025. Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the
47
Table of Contents
SEC rules and forms. Subsequent to December 31, 2025, there were no significant changes in the internal controls or in other factors that could significantly affect these controls, including any corrective actions with regard to significant deficiencies and material weaknesses.
Changes in Internal Control over Financial Reporting
There have not been any changes in Prologis, L.P.’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, Prologis, L.P.’s internal control over financial reporting.
Management’s Annual Report on Internal Control over Financial Reporting
We are responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.
Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, an evaluation of the effectiveness of the internal control over financial reporting was conducted at December 31, 2025 based on the criteria described in “Internal Control — Integrated Framework” (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management determined that, at December 31, 2025, the internal control over financial reporting was effective.
Limitations of the Effectiveness of Controls
Management’s assessment included an evaluation of the design of the internal control over financial reporting and testing of the operational effectiveness of the internal control over financial reporting. The internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
ITEM 9B. Other Information
On
ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART III
ITEM 10. Directors, Executive Officers and Corporate Governance
The information required by this item is incorporated herein by reference to, including relevant sections in our 2026 Proxy Statement, under the captions entitled Board of Directors and Corporate Governance; Executive Officers; Executive Compensation; Director
48
Table of Contents
Compensation; Security Ownership; Equity Compensation Plans and Additional Information or will be provided in an amendment filed on Form 10-K/A.
ITEM 11. Executive Compensation
The information required by this item is incorporated herein by reference to the relevant sections in our 2026 Proxy Statement, under the captions entitled Board of Directors and Corporate Governance; Executive Officers; Executive Compensation and Director Compensation or will be provided in an amendment filed on Form 10-K/A.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated herein by reference to the relevant sections in our 2026 Proxy Statement, under the captions entitled Security Ownership and Equity Compensation Plans or will be provided in an amendment filed on Form 10-K/A.
The information required by this item is incorporated herein by reference to the relevant sections in our 2026 Proxy Statement, under the caption entitled Board of Directors and Corporate Governance or will be provided in an amendment filed on Form 10-K/A.
ITEM 14. Principal Accounting Fees and Services
The information required by this item is incorporated herein by reference to the relevant sections in our 2026 Proxy Statement, under the caption entitled Audit Matters or will be provided in an amendment filed on Form 10-K/A.
PART IV
ITEM 15. Exhibits, Financial Statements and Schedules
The following documents are filed as a part of this report:
(a) Financial Statements and Schedules:
1. Financial Statements:
See Index to the Consolidated Financial Statements and Schedule III on page 50 of this report, which is incorporated herein by reference.
2. Financial Statement Schedules:
Schedule III — Real Estate and Accumulated Depreciation
All other schedules have been omitted since the required information is presented in the Consolidated Financial Statements and the related notes or is not applicable.
(b) Exhibits: The Exhibits required by Item 601 of Regulation S-K are listed in the Index to the Exhibits on pages 101 to 113 of this report, which is incorporated herein by reference.
(c) Financial Statements: See Index to the Consolidated Financial Statements and Schedule III on page 50 of this report, which is incorporated by reference.
ITEM 16. Form 10-K Summary
Not Applicable.
49
Table of Contents
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE III
|
Page Number |
Prologis, Inc. and Prologis, L.P.: |
|
Reports of Independent Registered Public Accounting Firm |
51 |
Prologis, Inc.: |
|
Consolidated Balance Sheets |
54 |
Consolidated Statements of Income |
55 |
Consolidated Statements of Comprehensive Income |
56 |
Consolidated Statements of Equity |
57 |
Consolidated Statements of Cash Flows |
58 |
Prologis, L.P.: |
|
Consolidated Balance Sheets |
59 |
Consolidated Statements of Income |
60 |
Consolidated Statements of Comprehensive Income |
61 |
Consolidated Statements of Capital |
62 |
Consolidated Statements of Cash Flows |
63 |
Prologis, Inc. and Prologis, L.P.: |
|
Notes to the Consolidated Financial Statements |
64 |
Note 1. Description of the Business |
64 |
Note 2. Summary of Significant Accounting Policies |
64 |
Note 3. Real Estate |
71 |
Note 4. Unconsolidated Entities |
73 |
Note 5. Assets Held for Sale or Contribution |
76 |
Note 6. Other Assets and Other Liabilities |
76 |
Note 7. Debt |
77 |
Note 8. Stockholders' Equity of Prologis, Inc. |
81 |
Note 9. Partners' Capital of Prologis, L.P. |
82 |
Note 10. Noncontrolling Interests |
82 |
Note 11. Long-Term Compensation |
83 |
Note 12. Income Taxes |
86 |
Note 13. Earnings Per Common Share or Unit |
87 |
Note 14. Financial Instruments and Fair Value Measurements |
88 |
Note 15. Commitments and Contingencies |
92 |
Note 16. Reportable Segments |
92 |
Note 17. Supplemental Cash Flow Information |
95 |
Note 18. Selected Quarterly Financial Data (Unaudited) |
96 |
Schedule III — Real Estate and Accumulated Depreciation |
98 |
50
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors
Prologis, Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Prologis, Inc. and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes and financial statement schedule III (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 13, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Assessment of the Company’s evaluation of the expected holding period for operating properties
As discussed in Notes 2 and 3 to the consolidated financial statements, the Company had $80,561 million of operating properties as of December 31, 2025. The Company tests the recoverability of operating properties whenever events or changes in circumstances, including shortening the expected holding period of such assets, indicate that the carrying amount of these assets may not be recoverable.
We identified the assessment of the Company’s evaluation of the expected holding period for certain operating properties as a critical audit matter. Subjective auditor judgment was required to assess the relevant events or changes in circumstances that the Company used to evaluate its expected holding period. A shortening of the expected holding period could indicate a potential impairment.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to determining the expected holding period of operating properties and any related changes. We evaluated the Company’s expected holding period by inquiring of the Company regarding changes to the expected holding period, considering certain factors related to the current economic environment, reading minutes of the meetings of the Company’s Board of Directors, reading external communications with investors and analysts, and analyzing documents prepared by the Company regarding proposed real estate transactions and potential changes to the expected holding period.
/s/ KPMG LLP
We have served as the Company’s auditor since 2002.
Denver, Colorado
February 13, 2026
51
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Partners of Prologis, L.P. and the Board of Directors of Prologis, Inc.:
Prologis, L.P.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Prologis, L.P. and subsidiaries (the Operating Partnership) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, capital, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes and financial statement schedule III (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Operating Partnership as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These consolidated financial statements are the responsibility of the Operating Partnership’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Operating Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Operating Partnership’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Assessment of the Operating Partnership’s evaluation of the expected holding period for operating properties
As discussed in Notes 2 and 3 to the consolidated financial statements, the Operating Partnership had $80,561 million of operating properties as of December 31, 2025. The Operating Partnership tests the recoverability of operating properties whenever events or changes in circumstances, including shortening the expected holding period of such assets, indicate that the carrying amount of these assets may not be recoverable.
We identified the assessment of the Operating Partnership’s evaluation of the expected holding period for certain operating properties as a critical audit matter. Subjective auditor judgment was required to assess the relevant events or changes in circumstances that the Operating Partnership used to evaluate its expected holding period. A shortening of the expected holding period could indicate a potential impairment.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to determining the expected holding period of operating properties and any related changes. We evaluated the Operating Partnership’s expected holding period by inquiring of the Operating Partnership regarding changes to the expected holding period, considering certain factors related to the current economic environment, reading minutes of the meetings of the Board of Directors of Prologis, Inc., reading external communications with investors and analysts, and analyzing documents prepared by the Operating Partnership regarding proposed real estate transactions and potential changes to the expected holding period.
/s/ KPMG LLP
We have served as the Operating Partnership’s auditor since 2002.
Denver, Colorado
February 13, 2026
52
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors
Prologis, Inc.:
Opinion on Internal Control Over Financial Reporting
We have audited Prologis, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes and financial statement schedule III (collectively, the consolidated financial statements), and our report dated February 13, 2026 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
Denver, Colorado
February 13, 2026
53
Table of Contents
PROLOGIS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
|
December 31, |
|
|||||
|
2025 |
|
|
2024 |
|
||
ASSETS |
|
|
|
|
|
||
Investments in real estate properties |
$ |
|
|
$ |
|
||
Less accumulated depreciation |
|
|
|
|
|
||
Net investments in real estate properties |
|
|
|
|
|
||
Investments in and advances to unconsolidated entities |
|
|
|
|
|
||
Assets held for sale or contribution |
|
|
|
|
|
||
Net investments in real estate |
|
|
|
|
|
||
|
|
|
|
|
|
||
Cash and cash equivalents |
|
|
|
|
|
||
Other assets |
|
|
|
|
|
||
Total assets |
$ |
|
|
$ |
|
||
|
|
|
|
|
|
||
LIABILITIES AND EQUITY |
|
|
|
|
|
||
Liabilities: |
|
|
|
|
|
||
Debt |
$ |
|
|
$ |
|
||
Accounts payable and accrued expenses |
|
|
|
|
|
||
Other liabilities |
|
|
|
|
|
||
Total liabilities |
|
|
|
|
|
||
|
|
|
|
|
|
||
Equity: |
|
|
|
|
|
||
Prologis, Inc. stockholders’ equity: |
|
|
|
|
|
||
Series Q preferred stock at stated liquidation preference of $ |
|
|
|
|
|
||
Common stock; $ |
|
|
|
|
|
||
Additional paid-in capital |
|
|
|
|
|
||
Accumulated other comprehensive loss |
|
( |
) |
|
|
( |
) |
Distributions in excess of net earnings |
|
( |
) |
|
|
( |
) |
Total Prologis, Inc. stockholders’ equity |
|
|
|
|
|
||
Noncontrolling interests |
|
|
|
|
|
||
Total equity |
|
|
|
|
|
||
Total liabilities and equity |
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of these Consolidated Financial Statements.
54
Table of Contents
PROLOGIS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
|
|
Years Ended December 31, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Revenues: |
|
|
|
|
|
|
|
|
|
|||
Rental |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Strategic capital |
|
|
|
|
|
|
|
|
|
|||
Development management and other |
|
|
|
|
|
|
|
|
|
|||
Total revenues |
|
|
|
|
|
|
|
|
|
|||
Expenses: |
|
|
|
|
|
|
|
|
|
|||
Rental |
|
|
|
|
|
|
|
|
|
|||
Strategic capital |
|
|
|
|
|
|
|
|
|
|||
General and administrative |
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|||
Other |
|
|
|
|
|
|
|
|
|
|||
Total expenses |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Operating income before gains on real estate transactions, net |
|
|
|
|
|
|
|
|
|
|||
Gains on dispositions of development properties and land, net |
|
|
|
|
|
|
|
|
|
|||
Gains on other dispositions of investments in real estate, net |
|
|
|
|
|
|
|
|
|
|||
Operating income |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Other income (expense): |
|
|
|
|
|
|
|
|
|
|||
Earnings from unconsolidated entities, net |
|
|
|
|
|
|
|
|
|
|||
Interest expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Foreign currency, derivative and other gains (losses) and other income |
|
|
|
|
|
|
|
|
|
|||
Gains (losses) on early extinguishment of debt, net |
|
|
( |
) |
|
|
|
|
|
|
||
Total other income (expense) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Earnings before income taxes |
|
|
|
|
|
|
|
|
|
|||
Income tax expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Consolidated net earnings |
|
|
|
|
|
|
|
|
|
|||
Less net earnings attributable to noncontrolling interests |
|
|
|
|
|
|
|
|
|
|||
Net earnings attributable to controlling interests |
|
|
|
|
|
|
|
|
|
|||
Less preferred stock dividends |
|
|
|
|
|
|
|
|
|
|||
Net earnings attributable to common stockholders |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Weighted average common shares outstanding – Basic |
|
|
|
|
|
|
|
|
|
|||
Weighted average common shares outstanding – Diluted |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Net earnings per share attributable to common stockholders – Basic |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Net earnings per share attributable to common stockholders – Diluted |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The accompanying notes are an integral part of these Consolidated Financial Statements.
55
Table of Contents
PROLOGIS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
|
|
Years Ended December 31, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Consolidated net earnings |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation gains (losses), net |
|
|
( |
) |
|
|
|
|
|
|
||
Unrealized gains (losses) on derivative contracts, net |
|
|
|
|
|
|
|
|
( |
) |
||
Comprehensive income |
|
|
|
|
|
|
|
|
|
|||
Net earnings attributable to noncontrolling interests |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other comprehensive loss (income) attributable to noncontrolling interests |
|
|
|
|
|
( |
) |
|
|
|
||
Comprehensive income attributable to common stockholders |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The accompanying notes are an integral part of these Consolidated Financial Statements.
56
Table of Contents
PROLOGIS, INC.
CONSOLIDATED STATEMENTS OF EQUITY
(In thousands, except per share amounts)
|
|
|
|
Common Stock |
|
|
|
|
|
Accumulated |
|
|
Distributions |
|
|
|
|
|
|
|
|||||||||||
|
|
|
|
Number |
|
|
|
|
|
Additional |
|
|
Other |
|
|
in Excess of |
|
|
Non- |
|
|
|
|
||||||||
|
Preferred |
|
|
of |
|
|
Par |
|
|
Paid-in |
|
|
Comprehensive |
|
|
Net |
|
|
controlling |
|
|
Total |
|
||||||||
|
Stock |
|
|
Shares |
|
|
Value |
|
|
Capital |
|
|
Income (Loss) |
|
|
Earnings |
|
|
Interests |
|
|
Equity |
|
||||||||
Balance at January 1, 2023 |
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||||
Consolidated net earnings |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|||
Effect of equity compensation plans |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|||||
Capital contributions |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
||
Redemption of noncontrolling interests |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|||
Foreign currency translation gains |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|||
Unrealized gains (losses) on |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
Reallocation of equity |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
Dividends ($ |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance at December 31, 2023 |
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||||
Consolidated net earnings |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|||
Effect of equity compensation plans |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|||||
Capital contributions |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
||
Redemption of noncontrolling interests |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|||
Foreign currency translation gains |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|||
Unrealized gains (losses) on |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|||
Reallocation of equity |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
Dividends ($ |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Balance at December 31, 2024 |
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||||
Consolidated net earnings |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|||
Effect of equity compensation plans |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|||||
Capital contributions |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
||
Purchase of noncontrolling interests |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
Redemption of noncontrolling interests |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|||
Foreign currency translation gains |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
Unrealized gains (losses) on |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|||
Reallocation of equity |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
Dividends ($ |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance at December 31, 2025 |
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||||
The accompanying notes are an integral part of these Consolidated Financial Statements.
57
Table of Contents
PROLOGIS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
|
|
Years Ended December 31, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Operating activities: |
|
|
|
|
|
|
|
|
|
|||
Consolidated net earnings |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities: |
|
|
|
|
|
|
|
|
|
|||
Straight-lined rents and amortization of above and below market leases |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Equity-based compensation awards |
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|||
Earnings from unconsolidated entities, net |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Operating distributions from unconsolidated entities |
|
|
|
|
|
|
|
|
|
|||
Decrease (increase) in operating receivables from unconsolidated entities |
|
|
|
|
|
|
|
|
( |
) |
||
Amortization of debt discounts and debt issuance costs, net |
|
|
|
|
|
|
|
|
|
|||
Gains on dispositions of development properties and land, net |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Gains on other dispositions of investments in real estate, net |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Unrealized foreign currency and derivative losses (gains), net |
|
|
|
|
|
( |
) |
|
|
|
||
Losses (gains) on early extinguishment of debt, net |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Deferred income tax expense (benefit) |
|
|
|
|
|
|
|
|
|
|||
Decrease (increase) in other assets |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Increase (decrease) in accounts payable and accrued expenses and other liabilities |
|
|
|
|
|
|
|
|
|
|||
Net cash provided by (used in) operating activities |
|
|
|
|
|
|
|
|
|
|||
Investing activities: |
|
|
|
|
|
|
|
|
|
|||
Real estate development |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Real estate acquisitions |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Duke Transaction, net of cash acquired |
|
|
|
|
|
|
|
|
( |
) |
||
Tenant improvements and lease commissions on previously leased space |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Property improvements |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Proceeds from dispositions and contributions of real estate |
|
|
|
|
|
|
|
|
|
|||
Investments in and advances to unconsolidated entities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Return of investment from unconsolidated entities |
|
|
|
|
|
|
|
|
|
|||
Proceeds from the settlement of net investment hedges |
|
|
|
|
|
|
|
|
|
|||
Payments on the settlement of net investment hedges |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Proceeds from repayment of notes receivable backed by real estate |
|
|
|
|
|
|
|
|
|
|||
Purchase of short-term investments |
|
|
( |
) |
|
|
|
|
|
|
||
Net cash provided by (used in) investing activities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Financing activities: |
|
|
|
|
|
|
|
|
|
|||
Dividends paid on common and preferred stock |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Noncontrolling interests contributions |
|
|
|
|
|
|
|
|
|
|||
Noncontrolling interests distributions |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Settlement of noncontrolling interests |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Tax paid with shares withheld |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Debt and equity issuance costs paid |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net proceeds from (payments on) credit facilities and commercial paper |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Repurchase of and payments on debt |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Proceeds from the issuance of debt |
|
|
|
|
|
|
|
|
|
|||
Net cash provided by (used in) financing activities |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Effect of foreign currency exchange rate changes on cash |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Net increase (decrease) in cash and cash equivalents |
|
|
( |
) |
|
|
|
|
|
|
||
Cash and cash equivalents, beginning of year |
|
|
|
|
|
|
|
|
|
|||
Cash and cash equivalents, end of year |
|
$ |
|
|
$ |
|
|
$ |
|
|||
See Note 17 for information on noncash investing and financing activities and other information.
The accompanying notes are an integral part of these Consolidated Financial Statements.
58
Table of Contents
PROLOGIS, L.P.
CONSOLIDATED BALANCE SHEETS
(In thousands)
|
December 31, |
|
|||||
|
2025 |
|
|
2024 |
|
||
ASSETS |
|
|
|
|
|
||
Investments in real estate properties |
$ |
|
|
$ |
|
||
Less accumulated depreciation |
|
|
|
|
|
||
Net investments in real estate properties |
|
|
|
|
|
||
Investments in and advances to unconsolidated entities |
|
|
|
|
|
||
Assets held for sale or contribution |
|
|
|
|
|
||
Net investments in real estate |
|
|
|
|
|
||
|
|
|
|
|
|
||
Cash and cash equivalents |
|
|
|
|
|
||
Other assets |
|
|
|
|
|
||
Total assets |
$ |
|
|
$ |
|
||
|
|
|
|
|
|
||
LIABILITIES AND CAPITAL |
|
|
|
|
|
||
Liabilities: |
|
|
|
|
|
||
Debt |
$ |
|
|
$ |
|
||
Accounts payable and accrued expenses |
|
|
|
|
|
||
Other liabilities |
|
|
|
|
|
||
Total liabilities |
|
|
|
|
|
||
|
|
|
|
|
|
||
Capital: |
|
|
|
|
|
||
Partners’ capital: |
|
|
|
|
|
||
General partner – preferred |
|
|
|
|
|
||
General partner – common |
|
|
|
|
|
||
Limited partners – common |
|
|
|
|
|
||
Limited partners – Class A common |
|
|
|
|
|
||
Total partners’ capital |
|
|
|
|
|
||
Noncontrolling interests |
|
|
|
|
|
||
Total capital |
|
|
|
|
|
||
Total liabilities and capital |
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of these Consolidated Financial Statements.
59
Table of Contents
PROLOGIS, L.P.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per unit amounts)
|
|
Years Ended December 31, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Revenues: |
|
|
|
|
|
|
|
|
|
|||
Rental |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Strategic capital |
|
|
|
|
|
|
|
|
|
|||
Development management and other |
|
|
|
|
|
|
|
|
|
|||
Total revenues |
|
|
|
|
|
|
|
|
|
|||
Expenses: |
|
|
|
|
|
|
|
|
|
|||
Rental |
|
|
|
|
|
|
|
|
|
|||
Strategic capital |
|
|
|
|
|
|
|
|
|
|||
General and administrative |
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|||
Other |
|
|
|
|
|
|
|
|
|
|||
Total expenses |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Operating income before gains on real estate transactions, net |
|
|
|
|
|
|
|
|
|
|||
Gains on dispositions of development properties and land, net |
|
|
|
|
|
|
|
|
|
|||
Gains on other dispositions of investments in real estate, net |
|
|
|
|
|
|
|
|
|
|||
Operating income |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Other income (expense): |
|
|
|
|
|
|
|
|
|
|||
Earnings from unconsolidated entities, net |
|
|
|
|
|
|
|
|
|
|||
Interest expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Foreign currency, derivative and other gains (losses) and other income |
|
|
|
|
|
|
|
|
|
|||
Gains (losses) on early extinguishment of debt, net |
|
|
( |
) |
|
|
|
|
|
|
||
Total other income (expense) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Earnings before income taxes |
|
|
|
|
|
|
|
|
|
|||
Income tax expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Consolidated net earnings |
|
|
|
|
|
|
|
|
|
|||
Less net earnings attributable to noncontrolling interests |
|
|
|
|
|
|
|
|
|
|||
Net earnings attributable to controlling interests |
|
|
|
|
|
|
|
|
|
|||
Less preferred unit distributions |
|
|
|
|
|
|
|
|
|
|||
Net earnings attributable to common unitholders |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Weighted average common units outstanding – Basic |
|
|
|
|
|
|
|
|
|
|||
Weighted average common units outstanding – Diluted |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Net earnings per unit attributable to common unitholders – Basic |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Net earnings per unit attributable to common unitholders – Diluted |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The accompanying notes are an integral part of these Consolidated Financial Statements.
60
Table of Contents
PROLOGIS, L.P.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
|
|
Years Ended December 31, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Consolidated net earnings |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation gains (losses), net |
|
|
( |
) |
|
|
|
|
|
|
||
Unrealized gains (losses) on derivative contracts, net |
|
|
|
|
|
|
|
|
( |
) |
||
Comprehensive income |
|
|
|
|
|
|
|
|
|
|||
Net earnings attributable to noncontrolling interests |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other comprehensive loss (income) attributable to noncontrolling interests |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Comprehensive income attributable to common unitholders |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The accompanying notes are an integral part of these Consolidated Financial Statements.
61
Table of Contents
PROLOGIS, L.P.
CONSOLIDATED STATEMENTS OF CAPITAL
(In thousands, except per unit amounts)
|
General Partner |
|
Limited Partners |
|
Non- |
|
|
|
||||||||||||||||||||||
|
Preferred |
|
Common |
|
Common |
|
Class A Common |
|
controlling |
|
|
|
||||||||||||||||||
|
Units |
|
Amount |
|
Units |
|
Amount |
|
Units |
|
Amount |
|
Units |
|
Amount |
|
Interests |
|
Total |
|
||||||||||
Balance at January 1, 2023 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
$ |
|
$ |
|
||||||||||
Consolidated net earnings |
|
- |
|
|
- |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
|
|
|
|||||
Effect of equity compensation plans |
|
- |
|
|
- |
|
|
|
|
|
|
|
|
|
|
- |
|
|
- |
|
|
- |
|
|
|
|||||
Capital contributions |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
|
|
|
||
Redemption of limited partnership |
|
- |
|
|
- |
|
|
|
|
|
|
( |
) |
|
( |
) |
|
- |
|
|
- |
|
|
- |
|
|
( |
) |
||
Foreign currency translation gains |
|
- |
|
|
- |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
|
|
|
|||||
Unrealized gains (losses) on |
|
- |
|
|
- |
|
|
- |
|
|
( |
) |
|
- |
|
|
( |
) |
|
- |
|
|
( |
) |
|
- |
|
|
( |
) |
Reallocation of capital |
|
- |
|
|
- |
|
|
- |
|
|
|
|
- |
|
|
( |
) |
|
- |
|
|
|
|
- |
|
|
- |
|
||
Distributions ($ |
|
- |
|
|
- |
|
|
- |
|
|
( |
) |
|
- |
|
|
( |
) |
|
- |
|
|
( |
) |
|
( |
) |
|
( |
) |
Balance at December 31, 2023 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
$ |
|
$ |
|
||||||||||
Consolidated net earnings |
|
- |
|
|
- |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
|
|
|
|||||
Effect of equity compensation plans |
|
- |
|
|
- |
|
|
|
|
|
|
|
|
|
|
- |
|
|
- |
|
|
- |
|
|
|
|||||
Capital contributions |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
|
|
|
||
Redemption of limited partnership |
|
- |
|
|
- |
|
|
|
|
|
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
|
- |
|
|
( |
) |
||
Foreign currency translation gains |
|
- |
|
|
- |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
( |
) |
|
|
||||
Unrealized gains (losses) on |
|
- |
|
|
- |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
||||
Reallocation of capital |
|
- |
|
|
- |
|
|
- |
|
|
|
|
- |
|
|
( |
) |
|
- |
|
|
( |
) |
|
- |
|
|
- |
|
|
Distributions ($ |
|
- |
|
|
- |
|
|
- |
|
|
( |
) |
|
- |
|
|
( |
) |
|
- |
|
|
( |
) |
|
( |
) |
|
( |
) |
Balance at December 31, 2024 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
$ |
|
$ |
|
||||||||||
Consolidated net earnings |
|
- |
|
|
- |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
|
|
|
|||||
Effect of equity compensation plans |
|
- |
|
|
- |
|
|
|
|
|
|
|
|
|
|
- |
|
|
- |
|
|
- |
|
|
|
|||||
Capital contributions |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
|
|
|
||
Purchase of noncontrolling interests |
|
- |
|
|
- |
|
|
- |
|
|
( |
) |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
( |
) |
|
( |
) |
Redemption of noncontrolling |
|
- |
|
|
- |
|
|
- |
|
|
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
( |
) |
|
- |
|
|
Redemption of limited partnership |
|
- |
|
|
- |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
( |
) |
|
- |
|
|
( |
) |
||||
Foreign currency translation gains |
|
- |
|
|
- |
|
|
- |
|
|
( |
) |
|
- |
|
|
( |
) |
|
- |
|
|
( |
) |
|
|
|
( |
) |
|
Unrealized gains (losses) on |
|
- |
|
|
- |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
- |
|
|
- |
|
|
|
|||
Reallocation of capital |
|
- |
|
|
- |
|
|
- |
|
|
|
|
- |
|
|
( |
) |
|
- |
|
|
( |
) |
|
- |
|
|
- |
|
|
Distributions ($ |
|
- |
|
|
- |
|
|
- |
|
|
( |
) |
|
- |
|
|
( |
) |
|
- |
|
|
( |
) |
|
( |
) |
|
( |
) |
Balance at December 31, 2025 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
$ |
|
$ |
|
||||||||||
The accompanying notes are an integral part of these Consolidated Financial Statements.
62
Table of Contents
PROLOGIS, L.P
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
|
|
Years Ended December 31, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Operating activities: |
|
|
|
|
|
|
|
|
|
|||
Consolidated net earnings |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities: |
|
|
|
|
|
|
|
|
|
|||
Straight-lined rents and amortization of above and below market leases |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Equity-based compensation awards |
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|||
Earnings from unconsolidated entities, net |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Operating distributions from unconsolidated entities |
|
|
|
|
|
|
|
|
|
|||
Decrease (increase) in operating receivables from unconsolidated entities |
|
|
|
|
|
|
|
|
( |
) |
||
Amortization of debt discounts and debt issuance costs, net |
|
|
|
|
|
|
|
|
|
|||
Gains on dispositions of development properties and land, net |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Gains on other dispositions of investments in real estate, net |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Unrealized foreign currency and derivative losses (gains), net |
|
|
|
|
|
( |
) |
|
|
|
||
Losses (gains) on early extinguishment of debt, net |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Deferred income tax expense (benefit) |
|
|
|
|
|
|
|
|
|
|||
Decrease (increase) in other assets |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Increase (decrease) in accounts payable and accrued expenses and other liabilities |
|
|
|
|
|
|
|
|
|
|||
Net cash provided by (used in) operating activities |
|
|
|
|
|
|
|
|
|
|||
Investing activities: |
|
|
|
|
|
|
|
|
|
|||
Real estate development |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Real estate acquisitions |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Duke Transaction, net of cash acquired |
|
|
|
|
|
|
|
|
( |
) |
||
Tenant improvements and lease commissions on previously leased space |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Property improvements |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Proceeds from dispositions and contributions of real estate |
|
|
|
|
|
|
|
|
|
|||
Investments in and advances to unconsolidated entities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Return of investment from unconsolidated entities |
|
|
|
|
|
|
|
|
|
|||
Proceeds from the settlement of net investment hedges |
|
|
|
|
|
|
|
|
|
|||
Payments on the settlement of net investment hedges |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Proceeds from repayment of notes receivable backed by real estate |
|
|
|
|
|
|
|
|
|
|||
Purchase of short-term investments |
|
|
( |
) |
|
|
|
|
|
|
||
Net cash provided by (used in) investing activities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Financing activities: |
|
|
|
|
|
|
|
|
|
|||
Distributions paid on common and preferred units |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Noncontrolling interests contributions |
|
|
|
|
|
|
|
|
|
|||
Noncontrolling interests distributions |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Settlement of noncontrolling interests |
|
|
( |
) |
|
|
|
|
|
|
||
Redemption of common limited partnership units |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Tax paid with shares of the Parent withheld |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Debt and equity issuance costs paid |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net proceeds from (payments on) credit facilities and commercial paper |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Repurchase of and payments on debt |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Proceeds from the issuance of debt |
|
|
|
|
|
|
|
|
|
|||
Net cash provided by (used in) financing activities |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Effect of foreign currency exchange rate changes on cash |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Net increase (decrease) in cash and cash equivalents |
|
|
( |
) |
|
|
|
|
|
|
||
Cash and cash equivalents, beginning of year |
|
|
|
|
|
|
|
|
|
|||
Cash and cash equivalents, end of year |
|
$ |
|
|
$ |
|
|
$ |
|
|||
See Note 17 for information on noncash investing and financing activities and other information.
The accompanying notes are an integral part of these Consolidated Financial Statements.
63
Table of Contents
PROLOGIS, INC. AND PROLOGIS, L.P.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. DESCRIPTION OF THE BUSINESS
Prologis, Inc. (or the “Parent”) commenced operations as a fully integrated real estate company in 1997, elected to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code” or “IRC”), and believes the current organization and method of operation will enable it to maintain its status as a REIT. The Parent is the general partner of Prologis, L.P. (or the “Operating Partnership” or “OP”). Through the OP, we are engaged in the ownership, acquisition, development and management of logistics facilities with a focus on key markets in
For each share of preferred or common stock the Parent issues, the OP issues a corresponding preferred or common partnership unit, as applicable, to the Parent in exchange for the contribution of the proceeds from the stock issuance. At December 31, 2025, the Parent owned a
As the sole general partner of the OP, the Parent has complete responsibility and discretion in the day-to-day management and control of the OP, and we operate the Parent and the OP as one enterprise. The management of the Parent consists of the same members as the management of the OP. These members are officers of the Parent and employees of the OP or one of its subsidiaries. As general partner with control of the OP, the Parent is the primary beneficiary and therefore consolidates the OP. Because the Parent’s only significant asset is its investment in the OP, the assets and liabilities of the Parent and the OP are the same on their respective financial statements.
Information with respect to the square footage, number of buildings and acres of land is unaudited.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation. The accompanying Consolidated Financial Statements are prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and are presented in our reporting currency, the U.S. dollar. Intercompany transactions with consolidated entities have been eliminated.
Consolidation. We consolidate all entities that are wholly owned and those in which we own
For entities that are not defined as VIEs, we first consider whether we are the general partner or the limited partner (or the equivalent in such investments that are not structured as partnerships). We consolidate entities in which we are the general partner and the limited partners in such entities do not have rights that would preclude control. For entities in which we are the general partner but do not control the entity as the other partners hold substantive participating or kick-out rights, we apply the equity method of accounting since, as the general partner, we have the ability to exercise significant influence over the operating and financial policies of the venture. For ventures for which we are a limited partner, or our investment is in an entity that is not structured similar to a partnership, we consider factors such as ownership interest, voting control, authority to make decisions and contractual and substantive participating rights of the partners. In instances where the factors indicate that we have a controlling financial interest in the venture, we consolidate the entity. In instances where we do not have a controlling interest in the venture, we apply the equity method of accounting when the factors indicate we have the ability to exercise significant influence over the venture.
Use of Estimates. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reporting period. Although we believe the assumptions and estimates we made are reasonable and appropriate, as discussed in the applicable
64
Table of Contents
sections throughout the Consolidated Financial Statements, different assumptions and estimates could materially impact our reported results.
Foreign Operations. The U.S. dollar is the functional currency for our consolidated subsidiaries and unconsolidated entities operating in the U.S. and Mexico. The functional currency for our consolidated subsidiaries and unconsolidated entities operating in other countries is the principal currency in which the entity’s assets, liabilities, income and expenses are denominated, which may be different from the local currency of the country of incorporation or where the entity conducts its operations. The functional currencies of entities outside of the U.S. and Mexico generally include the Brazilian real, British pound sterling, Canadian dollar, Chinese renminbi, euro, Indian rupee, Japanese yen, Singapore dollar and Swedish krona. We take part in business transactions denominated in these and other local currencies where we operate.
For our consolidated subsidiaries whose functional currency is not the U.S. dollar, we translate their financial statements into U.S. dollars at the time we consolidate those subsidiaries’ financial statements. Generally, assets and liabilities are translated at the exchange rate in effect at the balance sheet date. The resulting translation adjustments are included in Accumulated Other Comprehensive Income (Loss) (“AOCI/L”) in the Consolidated Balance Sheets. Certain balance sheet items, principally equity and capital-related accounts, are reflected at the historical exchange rate. Income statement accounts are translated using the average exchange rate for the period; income statement accounts that represent significant nonrecurring transactions are translated at the rate in effect at the date of the transaction. We translate our share of the net income or loss of our unconsolidated entities at the average exchange rate for the period other than significant nonrecurring transactions of the unconsolidated entities which are translated at the rate in effect at the date of the transaction.
We and certain of our consolidated subsidiaries have intercompany and third-party debt that is not denominated in the entity’s functional currency. When the debt is remeasured against the functional currency of the entity, a gain or loss can result. The resulting adjustment is reflected in Foreign Currency, Derivative and Other Gains (Losses) and Other Income (Expense), Net in the Consolidated Statements of Income, unless it is intercompany debt that is deemed to be long-term in nature or third-party debt that has been designated as a nonderivative net investment hedge and then the adjustment is recorded as a cumulative translation adjustment in AOCI/L.
Acquisitions. We apply a screen test to evaluate if substantially all the fair value of the acquired property or properties is concentrated in a single identifiable asset or group of similar identifiable assets to determine whether a transaction is accounted for as an asset acquisition or business combination. As the fair value of most of our real estate acquisitions is concentrated in either a single identifiable asset or a group of similar identifiable assets, our real estate transactions are generally accounted for as asset acquisitions, which permits the capitalization of transaction costs to the basis of the acquired property. We measure the real estate assets acquired through an asset acquisition based on their cost or total consideration exchanged. The difference between the cost and the estimated fair value (excess or bargain consideration) is allocated to the real estate properties and certain related lease intangibles on a relative fair value basis. All other assets and liabilities assumed, including debt, and real estate assets that we intend to sell in the next twelve months are recorded at fair value. At a property level, we allocate the fair value to the components which include building, land, improvements and intangible assets or liabilities related to acquired leases. Purchase price allocations for a business combination are recorded at fair value.
When we obtain control of an unconsolidated entity and the acquisition qualifies as a business combination, we account for the acquisition in accordance with the guidance for a business combination achieved in stages. We remeasure our previously held interest in the unconsolidated entity at its acquisition-date fair value and recognize any resulting gain or loss in earnings.
We allocate the purchase price using principally Level 2 and Level 3 inputs (further defined in Fair Value Measurements below) as follows:
Investments in Real Estate Properties. We value operating properties as if vacant. We estimate fair value by applying an income approach methodology using either a discounted cash flow analysis or applying a capitalization rate to the estimated net operating income, defined as rental revenues less rental expenses, of a property. Key assumptions include market rents and rent growth, and discount and capitalization rates. Estimates of future cash flows are based on a number of factors including historical operating results, known trends and market and economic conditions. We determine the discount or capitalization rate by market, based on recent transactions and other market data, and adjust if necessary based on the property characteristics. The fair value of land is generally based on relevant market data, such as a comparison of the subject site to similar parcels that have recently been sold or are currently being offered on the market for sale. At a property level, we allocate the fair value to building, land and improvements.
Lease Intangibles. We determine the portion of the purchase price related to acquired in-place leases as intangible assets and liabilities as follows:
65
Table of Contents
Investments in Unconsolidated Entities. We estimate the fair value of the entity by using similar valuation methods as those used for the consolidated real estate properties and debt. We apply our ownership percentage to the estimated net asset value of the entity to determine the fair value of our investment.
Debt. We estimate the fair value of debt based on contractual future cash flows discounted using borrowing spreads and market interest rates that would be available to us for the issuance of debt with similar terms and remaining maturities. In the case of publicly traded debt, we estimate the fair value based on available market data. Any discount or premium to the principal amount is included in the carrying value and amortized to interest expense over the remaining term of the related debt using the effective interest method.
Noncontrolling Interests. We estimate the portion of the fair value of the net assets owned by third parties based on the fair value of the consolidated net assets, principally real estate properties and debt.
Working Capital. We estimate the fair value of other acquired assets and assumed liabilities using the best information available.
Fair Value Measurements. The objective of fair value is to determine the price that would be received on the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price). We estimate fair value using available market information and valuation methodologies we believe to be appropriate for these purposes. Considerable judgment and a high degree of subjectivity are involved in developing these estimates and, accordingly, they are not necessarily indicative of amounts that we would realize on disposition. The fair value hierarchy consists of three broad levels:
Fair Value Measurements on a Recurring Basis. We estimate the fair value of our financial instruments using available market information and valuation methodologies we believe to be appropriate for these purposes. We determine the fair value of our derivative financial instruments using widely accepted valuation techniques. The technique utilized depends on the type of derivative financial instrument being valued, principally foreign currency contracts and interest rate contracts, and involves the contractual term of the derivative, observable market-based inputs and implied volatilities.
We determine the fair values of our interest rate contracts using a market standard methodology of netting the discounted future fixed cash receipts and the discounted expected variable cash payments through a discounted cash flow analysis. We base the variable cash payments on an expectation of future interest rates, or forward curves, derived from observable market interest rate curves through the contractual term of the debt. We determine the fair values of our foreign currency contracts by comparing the contracted forward exchange rate to the current market exchange rate. We build a foreign exchange forward curve to determine the foreign exchange forward rate that pertains to the specific maturity date. Using this foreign exchange forward rate, spot rates and the interest rate curve of the domestic currency as inputs, we calculate the mark-to-market value of the foreign currency contract.
We incorporate credit valuation adjustments to appropriately reflect nonperformance risk for us and the respective counterparty in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we consider the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees.
We have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy. Although the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties, we assess the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives.
Fair Value Measurements on a Nonrecurring Basis. Assets measured at fair value on a nonrecurring basis generally consist of real estate assets and investments in unconsolidated entities that were subject to impairment charges due to our evaluation of recoverability whenever events or changes in circumstances indicate the carrying amount may not be recoverable. As discussed below, our analysis of recoverability is primarily triggered based on the shortening of the expected hold period due to our change in intent to sell a property in the near term. We estimate the fair value of our investments based on expected sales prices in the market (Level 2) or by applying an income approach methodology using a discounted cash flow analysis (Level 3).
66
Table of Contents
Fair Value of Financial Instruments. We estimate the fair value of our senior notes for disclosure purposes based on quoted market prices for the same (Level 1) or similar (Level 2) issuances when current quoted market prices are available. We estimate the fair value of our credit facilities, term loans, secured mortgage debt and other debt by discounting the future cash flows using rates and borrowing spreads currently available to us (Level 3).
Real Estate Assets. Real estate assets are carried at depreciated cost. We capitalize costs incurred in developing, redeveloping and improving real estate assets as part of the investment basis. We expense costs for repairs and maintenance as incurred.
Depreciation and Amortization. We charge the depreciable portions of real estate assets to depreciation expense on a straight-line basis over the respective estimated useful lives.
Capitalization of Costs. During the land development and construction periods of qualifying projects, we capitalize interest costs, insurance, real estate taxes and general and administrative costs of the personnel performing the development; if such costs are incremental and identifiable to a specific activity to ready the asset for its intended use. We capitalize transaction costs related to the acquisition of land for future development and operating properties that qualify as asset acquisitions. We capitalize incremental, third-party costs incurred to successfully originate a lease that result directly from obtaining a lease and would not have been incurred if the lease had not been obtained. Leasing costs that meet the requirements for capitalization are presented as a component of Other Assets and all other capitalized costs are included in the investment basis of the real estate assets.
Recoverability of Real Estate Assets. We assess the carrying values of our respective long-lived assets whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be fully recoverable. This assessment is primarily triggered based on the shortening of the expected hold period due to a change in our intent to sell a property in the near term. We have processes to monitor our intent with regard to our investments and the estimated disposition value in comparison to the current carrying value. If our assessment of potential triggering events indicates that the carrying value of a property that we expect to sell in the near term is not recoverable, we recognize an impairment charge for the amount by which the carrying value exceeds the current estimated fair value of the property. We determine the fair value of the property based on the estimated proceeds from disposition that are based on quoted market values, third-party appraisals or discounted cash flow models that utilize the future net operating income from the property and expected market capitalization rates. Changes in economic and operating conditions could impact our intent and the assumptions used in determining the fair value that could result in future impairment.
At least annually or more frequently given the presence of a triggering event, we assess the recoverability of our assets based on our intent as follows:
Assets Held for Sale or Contribution.
Investments in Unconsolidated Entities
67
Table of Contents
investments and certain other adjustments, as appropriate. When circumstances indicate there may have been a reduction in the value of an equity investment, we evaluate whether the loss in value is other than temporary. If we conclude it is other than temporary, we recognize an impairment charge to reflect the equity investment at fair value.
With regard to distributions from unconsolidated entities, we have elected the nature of distribution approach as the information is available to us to determine the nature of the underlying activity that generated the distributions. In accordance with the nature of distribution approach, cash flows generated from the operations of an unconsolidated entity are classified as a return on investment (cash inflow from operating activities) and cash flows that are generated from property sales, debt refinancing or sales and redemptions of our investments are classified as a return of investment (cash inflow from investing activities).
Cash and Cash Equivalents
Derivative Financial Instruments. We primarily hedge our foreign currency risk by borrowing in the currencies in which we invest. We may use derivative financial instruments, primarily foreign currency contracts to manage foreign currency exchange rate risk related to both our foreign investments and the related earnings. In addition, we occasionally use interest rate contracts to manage interest rate risk and limit the impact of future interest rate changes on earnings and cash flows, principally related to variable-rate debt and in anticipation of fixed-rate debt issuances.
We do not use derivative financial instruments for trading or speculative purposes. Each derivative transaction is customized and not exchange-traded. We recognize all derivatives at fair value within the line items Other Assets or Other Liabilities. We do not net our derivative position by counterparty for purposes of balance sheet presentation and disclosure. Management reviews our derivative positions, overall risk management strategy and hedging program, on a regular basis. We only enter into transactions that we believe will be highly effective at offsetting the underlying risk. Our use of derivatives involves the risk that counterparties may default on a derivative contract; therefore we: (i) establish exposure limits for each counterparty to minimize this risk and provide counterparty diversification; (ii) contract with counterparties that have long-term credit ratings of single-A or better; (iii) enter into master agreements that generally allow for netting of certain exposures; thereby significantly reducing the actual loss that would be incurred should a counterparty fail to perform its contractual obligations; and (iv) set minimum credit standards that become more stringent as the duration of the derivative financial instrument increases. Based on these factors, we consider the risk of counterparty default to be minimal.
Designated Derivatives. We may choose to designate our derivative financial instruments, generally foreign currency contracts to hedge our net investment in foreign operations or generally interest rate contracts to hedge future interest payments on variable debt and anticipated fixed-rate debt issuances. At inception of the transaction, we formally designate and document the derivative financial instrument as a hedge of a specific underlying exposure, the risk management objective and the strategy for undertaking the hedge transaction. We formally assess both at inception and at least quarterly thereafter, the effectiveness of our hedging transactions. Due to the high degree of effectiveness between the hedging instruments and the underlying exposures hedged, fluctuations in the value of the derivative financial instruments will generally be offset by changes in the cash flows or fair values of the underlying exposures being hedged.
Changes in the fair value of derivatives that are designated and qualify as net investment hedges of our foreign operations or cash flow hedges are recorded in AOCI/L. For net investment hedges, these amounts offset the translation adjustments on the underlying net assets of our foreign investments and are recorded in AOCI/L. This includes debt issued in a currency that is not the same functional currency of the borrowing entity that we may designate as a nonderivative net investment hedge. We compare the net equity available from our foreign investments first to the derivative financial instruments designated as net investment hedges followed by any nonderivative net investment hedges. If the total notional amount of the derivative and nonderivative financial instruments exceeds the net equity available, that excess portion is considered unhedged and the translation of that excess portion is recognized in Foreign Currency, Derivative and Other Gains (Losses) and Other Income (Expense), Net.
For cash flow hedges, we hedge exposure to the variability of existing cash flows and future cash flows related to variable-rate debt and anticipated fixed-rate debt issuances, respectively,
Undesignated Derivatives. We also use derivatives, such as foreign currency forwards and option contracts, that are not designated as hedges to manage foreign currency exchange rate risk related to the translation of our results of operations. The changes in fair values of these derivatives that were not designated as hedging instruments are immediately recognized in earnings within Foreign Currency, Derivative and Other Gains (Losses) and Other Income (Expense), Net. These gains or losses are generally offset by lower or higher earnings due to the translation at exchange rates that were different than our expectations. In addition, we may choose to not designate
68
Table of Contents
our interest rate contracts. If an interest rate contract is not designated as a hedge, the change in fair value of this contract is immediately recognized in earnings within Interest Expense in the Consolidated Statements of Income.
Noncontrolling Interests. Noncontrolling interests represent the share of consolidated entities owned by third parties. We recognize each noncontrolling holder’s respective share of the estimated fair value of the net assets at the date of formation or acquisition. Noncontrolling interests are subsequently adjusted for the noncontrolling holder’s share of additional contributions, distributions and their share of the net earnings or losses of each respective consolidated entity. We allocate net income to noncontrolling interests based on the weighted average ownership interest during the period. The net income that is not attributable to us is reflected in Net Earnings Attributable to Noncontrolling Interests. We do not recognize a gain or loss on ownership transactions with a consolidated entity that do not result in a change in control and recognize the difference between the carrying amount of the noncontrolling interest and the consideration paid or received as additional paid-in-capital.
Certain limited partnership interests, including OP units, are exchangeable into our common stock. Common stock issued upon exchange of a holder’s noncontrolling interest is accounted for at the carrying value of the surrendered limited partnership interest and the difference between the carrying value and the fair value of the common stock issued is recorded to additional paid-in-capital.
Revenue Recognition.
Rental Revenues and Recoveries. We lease our operating properties to customers under agreements that are generally classified as operating leases. We recognize the total minimum lease payments provided for under the leases on a straight-line basis over the lease term. Generally, under the terms of our leases, the majority of our rental expenses are recovered from our customers, including common area maintenance, real estate taxes and insurance. Rental expenses recovered through reimbursements received from customers are recognized in Rental Revenues in the Consolidated Statements of Income. We generally record amounts reimbursed by our customers (“rental recoveries”) as revenues in the period that the applicable expenses are incurred. We account for and present rental revenue and rental recoveries as a single component under Rental Revenues as the timing of recognition is the same, the pattern with which we transfer the right of use of the property and related services to the lessee are both on a straight-line basis and our leases qualify as operating leases. We perform credit analyses of our customers prior to the execution of our leases and continue these analyses for each individual lease on an ongoing basis in order to ensure the collectability of rental revenue. We recognize revenue to the extent that amounts are determined to be collectible.
Strategic Capital Revenues. Strategic capital revenues include revenues or fees we earn from the management services we provide to unconsolidated entities. These fees are determined in accordance with the terms specific to each arrangement and may include recurring fees such as asset management and property management fees and transactional fees for leasing, acquisition, development, construction, financing and tax services provided. We recognize these fees as we provide the services or on a cost basis for development fees.
We may also earn incentive returns (“promotes” or “promote revenues”) directly from third-party investors in the co-investment ventures based on the cumulative returns of the venture over a three-year period or the stabilization of individual development projects owned by the venture. The returns are determined by both the operating performance and real estate valuation of the venture, including highly variable inputs such as capitalization rates, market rents, interest rates and foreign currency exchange rates. As these key inputs are highly volatile and out of our control, and such volatility can materially impact our promotes period over period, we recognize promote revenues at the end of the performance period. We include the third-party investors’ share of promotes in Strategic Capital Revenues.
We also earn fees from ventures that we consolidate. Upon consolidation, these fees are eliminated from our earnings and the third-party investors’ share of these fees are recognized as a reduction of Net Earnings Attributable to Noncontrolling Interests.
Development Management and Other Revenues. Development management and other revenues principally include development and construction management fees from third parties and are recognized as we provide the services or on a cost basis.
Gains on Real Estate Transactions, Net. Throughout the Notes to the Consolidated Financial Statements, Gains on Real Estate Transactions, Net collectively refers to Gains on Dispositions of Development Properties and Land, Net and Gains on Other Dispositions of Investments in Real Estate, Net.
We recognize gains on the disposition of real estate when control transfers to the buyer, generally when consideration and title are exchanged and the risks and rewards of ownership transfer. We recognize losses from the disposition of real estate when known.
We recognize the entire gain attributed to contributions of real estate properties to unconsolidated entities. Prior to January 1, 2018, we recognized a gain only to the extent of third-party ownership and deferred the portion related to our ownership. Deferred gains recorded prior to adoption continue to be recognized: (i) over the useful lives of the contributed properties, aligning with the entities' recorded depreciation expense as if based on our lower carrying value; (ii) upon disposition to a third party; or (iii) if our ownership interest in an unconsolidated entity permanently decreases.
Gains on Dispositions of Development Properties and Land, Net. We present gains separately based on the type of real estate sold or contributed. We present gains on sales to third parties or contributions to our unconsolidated co-investment ventures as Gains on Dispositions of Development Properties and Land, Net when the property was included in our land portfolio or when we developed the property with the intent to sell or contribute.
69
Table of Contents
Gains on Other Dispositions of Investments in Real Estate, Net. We present all other gains on sales to third parties or contributions to our unconsolidated entities of primarily operating properties and other real estate transactions as Gains on Other Dispositions of Investments in Real Estate, Net. We also include gains or losses on the remeasurement of equity investments to fair value upon acquisition of a controlling interest if the transaction is considered the acquisition of a business and gains or losses upon the partial redemption or sale of our investment in an unconsolidated entity.
Rental Expenses
Strategic Capital Expenses
Equity-Based Compensation. We account for equity-based compensation by measuring the cost of employee services received in exchange for an award of an equity instrument based on the fair value of the award on the grant date. We recognize the cost of the award on a straight-line basis over the period during which an employee is required to provide service in exchange for the award, generally the vesting period.
Income Taxes. Under the IRC, to qualify as a REIT, we are required to distribute at least
We have elected taxable REIT subsidiary (“TRS”) status for some of our consolidated subsidiaries. This allows us to provide services that would otherwise be considered impermissible for REITs. Many of the foreign countries in which we have operations do not recognize REITs or do not accord REIT status under their respective tax laws to our entities that operate in their jurisdiction. In the U.S., the REIT and TRS entities are subject to taxes in certain states in which we operate. Accordingly, we recognize income tax expense for the: (i) federal and state income taxes incurred by our TRSs; (ii) taxes incurred by the REIT in certain states; (iii) taxes incurred in foreign jurisdictions; and (iv) unrecognized tax benefit liabilities, including related interest and penalties.
We evaluate tax positions taken in the Consolidated Financial Statements under the interpretation for accounting for uncertainty in income taxes. As a result of this evaluation, we may recognize a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities.
We recognize deferred income taxes in certain taxable entities. For federal income tax purposes, certain acquisitions have been treated as tax-free transactions resulting in a carry-over tax basis in assets and liabilities. For financial reporting purposes and in accordance with purchase accounting, we record all of the acquired assets and assumed liabilities based on their relative fair value at date of acquisition, as discussed above. For our taxable subsidiaries, including certain international jurisdictions, we recognize the deferred income tax liabilities that represent the tax effect of the difference between the tax basis carried over and the relative fair value of the tangible and intangible assets at date of acquisition. Any subsequent increases or decreases to the deferred income tax liability recorded in connection with these acquisitions, are reflected in earnings.
If taxable income is generated in these subsidiaries, we recognize a benefit in earnings as a result of the reversal of the deferred income tax liability previously recorded at the acquisition date and we record current income tax expense representing the entire current income tax liability. If the reversal of the deferred income tax liability results from a sale or contribution of assets, the classification of the reversal to the Consolidated Statements of Income is based on the taxability of the transaction. If the sale or contribution is of the real estate asset and results in a taxable transaction, the reversal is recorded to deferred income tax benefit. If the sale or contribution is the disposition of the entity that owns the asset, the reversal is recorded through gains.
Deferred income tax expense is generally a function of the period’s temporary differences (items that are treated differently for tax purposes than for financial reporting purposes) and the utilization of tax net operating losses (“NOL”) generated in prior years that had been previously recognized as deferred income tax assets. We provide for a valuation allowance for deferred income tax assets if we believe all or some portion of the deferred income tax asset may not be realized. Any increase or decrease in the valuation allowance that results from a change in circumstances that causes a change in the estimated ability to realize the related deferred income tax asset is included in deferred tax expense.
70
Table of Contents
Environmental Costs. We incur certain environmental remediation costs, including cleanup costs, consulting fees for environmental studies and investigations, monitoring costs, and legal costs relating to cleanup, litigation defense, and the pursuit of responsible third parties. We expense costs incurred in connection with operating properties and properties previously sold. We capitalize costs related to undeveloped land as development costs and record any expected future environmental liabilities at the time of acquisition. We maintain a liability for the estimated costs of environmental remediation expected to be incurred in connection with undeveloped land, acquired operating properties and properties previously sold that we adjust as appropriate as information becomes available.
Accounting Pronouncements.
New Accounting Standards Adopted
Income Taxes. In December 2023, the Financial Accounting Standards Board ("FASB") issued an Accounting Standard Update ("") to enhance the transparency and decision usefulness of income tax disclosures on an annual basis. The ASU requires additional disclosures around income tax categories and further disaggregation of federal, state and foreign tax information and eliminates certain existing requirements. We
New Accounting Standards Issued but not yet Adopted
Disaggregation of Income Statement Expenses. In November 2024, the FASB issued an ASU to enhance disclosures about certain expense types in commonly presented expense captions on the Consolidated Statements of Income. The ASU requires additional disclosures that disaggregate expense captions into specific components with qualitative descriptions. This standard is effective for the fiscal year ended December 31, 2027, and interim periods thereafter, on a prospective or retrospective basis. We do not expect the standard to have a material impact on our Consolidated Financial Statements as we anticipate the primary change will be additional disclosure.
Hedge Accounting Improvements. In December 2025, the FASB issued an ASU to clarify certain aspects of hedge accounting and address incremental hedge accounting issues arising from global reference rate reform. The ASU targets more closely aligning hedge accounting with the economics of an entity’s risk management activities and clarifies strategies in financial reporting that can be utilized to enable entities to achieve and maintain hedge accounting for highly effective economic hedges of forecasted transactions. This standard is effective for the interim period ended March 31, 2027, and interim and annual periods thereafter, on a prospective basis. We do not expect the standard to have a material impact on our Consolidated Financial Statements.
NOTE 3. REAL ESTATE
Investments in real estate properties consisted of the following at December 31 (dollars and square feet in thousands):
|
Square Feet |
|
|
Number of Buildings |
|
|
|
|
|||||||||||||||
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||||
Operating properties: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Buildings and improvements |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
||||||
Improved land |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Development portfolio, including land costs: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Prestabilized |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Properties under development |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Land (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other real estate investments (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total investments in real estate properties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Less accumulated depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net investments in real estate properties |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
||||||
At December 31, 2025, we had investments in real estate assets in the U.S. and other Americas (Brazil, Canada and Mexico), Europe (Belgium, the Czech Republic, France, Germany, Hungary, Italy, the Netherlands, Poland, Slovakia, Spain, Sweden and the United Kingdom (“U.K.”)) and Asia (China, India, Japan and Singapore).
71
Table of Contents
Acquisitions
The following table summarizes our real estate acquisition activity for the years ended December 31 (dollars and square feet in thousands):
|
|
2025 |
|
|
2024 (1) |
|
|
2023 (2) |
|
|||
Number of operating properties |
|
|
|
|
|
|
|
|
|
|||
Square feet |
|
|
|
|
|
|
|
|
|
|||
Acres of land |
|
|
|
|
|
|
|
|
|
|||
Acquisition cost of net investments in real estate, excluding other real estate |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Acquisition cost of other real estate investments |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Dispositions
The following table summarizes our dispositions of net investments in real estate which include contributions to unconsolidated co-investment ventures and dispositions to third parties for the years ended December 31 (dollars and square feet in thousands):
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Dispositions of development properties and land, net (1) |
|
|
|
|
|
|
|
|
|||
Number of properties |
|
|
|
|
|
|
|
|
|||
Square feet |
|
|
|
|
|
|
|
|
|||
Net proceeds |
$ |
|
|
$ |
|
|
$ |
|
|||
Gains on dispositions of development properties and land, net |
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|||
Other dispositions of investments in real estate, net (2) |
|
|
|
|
|
|
|
|
|||
Number of properties |
|
|
|
|
|
|
|
|
|||
Square feet |
|
|
|
|
|
|
|
|
|||
Net proceeds |
$ |
|
|
$ |
|
|
$ |
|
|||
Gains on other dispositions of investments in real estate, net |
$ |
|
|
$ |
|
|
$ |
|
|||
Leases
As a Lessor
We lease our real estate properties to customers under agreements that are classified primarily as operating leases. We recognize the total minimum lease payments provided for under the leases on a straight-line basis over the lease term. Our weighted average lease term remaining was
The following table summarizes the minimum lease payments due from our customers on leases for space in our operating properties, prestabilized and under development properties, other real estate investments and assets held for sale or contribution at December 31, 2025 (in thousands):
2026 |
|
$ |
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
Thereafter |
|
|
|
|
Total |
|
$ |
|
72
Table of Contents
These amounts do not reflect future rental revenue from the renewal or replacement of existing leases and exclude reimbursements of rental expenses. These amounts also exclude rental increases that are not fixed.
As a Lessee
We had approximately
The following table summarizes the fixed, future minimum rental payments, excluding variable costs, for leases that had commenced at December 31, 2025, with amounts discounted at lease commencement by our incremental borrowing rates to calculate the lease liabilities of our leases (in thousands):
2026 |
|
$ |
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
Thereafter |
|
|
|
|
Total undiscounted rental payments |
|
|
|
|
Less imputed interest |
|
|
|
|
|
$ |
|
The weighted average remaining lease term for these leases was
NOTE 4. UNCONSOLIDATED ENTITIES
Summary of Investments
We have investments in entities through a variety of ventures. We co-invest in entities that own multiple properties with partners and investors and we provide asset management and property management services to these entities, which we refer to as co-investment ventures. These entities may be consolidated or unconsolidated depending on the structure, our partner’s participation and other rights and our level of control of the entity. This note details our investments in unconsolidated co-investment ventures, which are related parties and accounted for using the equity method of accounting. See Note 10 for more detail regarding our consolidated investments that are not wholly owned.
We also have investments in other ventures, generally with one partner, which we primarily account for using the equity method. We refer to our investments in both unconsolidated co-investment ventures and other ventures, collectively, as unconsolidated entities.
The following table summarizes our investments in and advances to unconsolidated entities at December 31 (in thousands):
|
|
2025 |
|
|
2024 |
|
||
Unconsolidated co-investment ventures |
|
$ |
|
|
$ |
|
||
Other ventures |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
73
Table of Contents
Unconsolidated Co-Investment Ventures
The following table summarizes our investments in the individual co-investment ventures at December 31 (dollars in thousands):
|
|
Ownership |
|
Investment in |
|
|||||||
Co-Investment Venture |
|
2025 |
|
2024 |
|
2025 |
|
|
2024 |
|
||
Prologis Targeted U.S. Logistics Fund, L.P. (“USLF”) |
|
|
|
$ |
|
|
$ |
|
||||
FIBRA Prologis (1) |
|
|
|
|
|
|
|
|
||||
Prologis Brazil Logistics Venture (“PBLV”) and other joint ventures (2) |
|
|
|
|
|
|
|
|
||||
Prologis European Logistics Fund (“PELF”) |
|
|
|
|
|
|
|
|
||||
Prologis European Logistics Partners (“PELP”) (2) |
|
|
|
|
|
|
|
|
||||
Nippon Prologis REIT, Inc. (“NPR”) (3) (4) |
|
|
|
|
|
|
|
|
||||
Prologis Japan Core Logistics Fund ("PJLF") (4) |
|
|
|
|
|
|
|
|
||||
Prologis China Core Logistics Fund, LP (“PCCLF”) |
|
|
|
|
|
|
|
|
||||
China AMC Prologis Logistics REIT ("Prologis C-REIT") (5) |
|
|
|
|
|
|
|
|
||||
Prologis China Logistics Venture I, LP, II, LP and III, LP |
|
|
|
|
|
|
|
|
||||
Total |
|
|
|
|
|
$ |
|
|
$ |
|
||
The amounts recognized in Strategic Capital Revenues and Earnings from Unconsolidated Entities, Net depend on the size, real estate valuations, operations and transactions of the unconsolidated co-investment ventures, the timing of revenues earned through promotes and transactional fees, as well as fluctuations in foreign currency exchange rates and our ownership interest. We recognized Strategic Capital Expenses for direct costs associated with the asset management of these ventures, allocated property-level management and leasing costs for the properties owned by the ventures and compensation expenses under the PPP. For additional discussion on the PPP, see Note 11.
74
Table of Contents
The following table summarizes the Strategic Capital Revenues we recognized in the Consolidated Statements of Income related to our unconsolidated co-investment ventures for the years ended December 31 (in thousands):
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Recurring fees |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Transactional fees |
|
|
|
|
|
|
|
|
|
|||
Promote revenue (1) |
|
|
|
|
|
|
|
|
|
|||
Total strategic capital revenues from unconsolidated co-investment ventures (2) |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The following table summarizes the key property information, financial position and operating information of our unconsolidated co-investment ventures on a U.S. GAAP basis (not our proportionate share) and the amounts we recognized in the Consolidated Financial Statements related to these ventures at and for the years ended December 31 (dollars and square feet in millions):
|
U.S. |
Other Americas (1) |
Europe |
Asia |
Total |
|
|||||||||||||||||||||||||||||||||
At: |
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||||||||
Key property information: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating properties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Square feet |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial position: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets ($) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Third-party debt ($) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total liabilities ($) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Our investment balance ($) (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Our weighted average ownership (4) |
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||||||||
|
U.S. |
|
|
Other Americas (1) |
|
|
Europe |
|
|
Asia |
|
|
Total |
|
|||||||||||||||||||||||||||||||||||||||||||||
Operating Information: |
2025 |
|
|
2024 |
|
|
2023 |
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||||||||||||||
For the years ended: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total revenues ($) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net earnings ($) (3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Our earnings from |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Equity Commitments Related to Certain Unconsolidated Co-Investment Ventures
Certain unconsolidated co-investment ventures have equity commitments from us and our venture partners. Our venture partners fulfill their equity commitment with cash. We may fulfill our equity commitment through contributions of properties or cash. The commitments are generally used for the acquisition or development of properties but may be used for the repayment of debt or other general uses. The venture may obtain financing for the acquisition of properties and therefore the acquisition price of additional investments that the venture could make may be more than the equity commitment. Depending on market conditions, the investment objectives of the ventures, our liquidity needs and other factors, we may make additional contributions of properties or additional cash investments in these ventures.
At December 31, 2025, our outstanding equity commitments were $
75
Table of Contents
NOTE 5. ASSETS HELD FOR SALE OR CONTRIBUTION
We had investments in certain real estate properties that met the criteria to be classified as held for sale or contribution at December 31, 2025, and 2024. At the time of classification, these properties were expected to be sold to third parties or were recently stabilized and expected to be contributed to unconsolidated co-investment ventures within twelve months. The amounts included in Assets Held for Sale or Contribution in the Consolidated Balance Sheets represented real estate investment balances and the related assets and liabilities.
Assets held for sale or contribution consisted of the following at December 31 (dollars and square feet in thousands):
|
|
2025 |
|
|
2024 |
|
||
Number of operating properties |
|
|
|
|
|
|
||
Square feet |
|
|
|
|
|
|
||
Total assets held for sale or contribution |
|
$ |
|
|
$ |
|
||
Total liabilities associated with assets held for sale or contribution – included in Other Liabilities |
|
$ |
|
|
$ |
|
||
NOTE 6. OTHER ASSETS AND OTHER LIABILITIES
The following table summarizes our other assets and liabilities, net of amortization and depreciation, if applicable, at December 31 (in thousands):
|
|
2025 |
|
|
2024 |
|
||
Rent leveling |
|
$ |
|
|
$ |
|
||
Leasing commissions, net of $ |
|
|
|
|
|
|
||
(1) |
|
|
|
|
|
|
||
Accounts receivable |
|
|
|
|
|
|
||
Acquired lease intangibles, net of $ |
|
|
|
|
|
|
||
Prepaid assets |
|
|
|
|
|
|
||
Fixed assets |
|
|
|
|
|
|
||
Value added taxes receivable |
|
|
|
|
|
|
||
Derivative assets |
|
|
|
|
|
|
||
Other notes receivable |
|
|
|
|
|
|
||
Deferred income taxes |
|
|
|
|
|
|
||
Management contracts |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total other assets |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Acquired lease intangibles, net of $ |
|
$ |
|
|
$ |
|
||
(1) |
|
|
|
|
|
|
||
Tenant security deposits |
|
|
|
|
|
|
||
Unearned rents |
|
|
|
|
|
|
||
Environmental liabilities |
|
|
|
|
|
|
||
Deferred income taxes |
|
|
|
|
|
|
||
Deferred revenue and fees |
|
|
|
|
|
|
||
Derivative liabilities |
|
|
|
|
|
|
||
Value added taxes payable |
|
|
|
|
|
|
||
Liabilities associated with assets held for sale or contribution |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total other liabilities |
|
$ |
|
|
$ |
|
||
76
Table of Contents
|
|
Amortization Expense |
|
|
Net Increase (Decrease) |
|
||
2026 |
|
$ |
|
|
$ |
|
||
2027 |
|
|
|
|
|
|
||
2028 |
|
|
|
|
|
|
||
2029 |
|
|
|
|
|
( |
) |
|
2030 |
|
|
|
|
|
( |
) |
|
Thereafter |
|
|
|
|
|
( |
) |
|
Total |
|
$ |
|
|
$ |
( |
) |
|
NOTE 7. DEBT
All debt is incurred by the OP or its consolidated subsidiaries. The following table summarizes our debt at December 31 (dollars in thousands):
|
|
2025 |
|
|
2024 |
|
||||||||||||||||
|
|
Weighted Average |
|
Amount |
|
|
Weighted Average |
|
Amount |
|
||||||||||||
|
|
Interest Rate (1) |
|
Term (Years) (2) |
|
Outstanding (3) |
|
|
Interest Rate (1) |
|
Term (Years) (2) |
|
Outstanding (3) |
|
||||||||
Credit facilities and |
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
||||||
Senior notes (4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Term loans and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Secured mortgage (5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total |
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
||||||
|
|
|
2025 |
|
|
2024 |
|
||||||||||||||
|
|
|
Weighted Average Interest Rate |
|
Amount Outstanding |
|
|
% of Total |
|
|
Weighted Average Interest Rate |
|
Amount Outstanding |
|
|
% of Total |
|
||||
|
British pound sterling |
|
|
$ |
|
|
|
% |
|
|
$ |
|
|
|
% |
||||||
|
Canadian dollar |
|
|
|
|
|
|
% |
|
|
|
|
|
|
% |
||||||
|
Euro |
|
|
|
|
|
|
% |
|
|
|
|
|
|
% |
||||||
|
Japanese yen |
|
|
|
|
|
|
% |
|
|
|
|
|
|
% |
||||||
|
U.S. dollar |
|
|
|
|
|
|
% |
|
|
|
|
|
|
% |
||||||
|
Other |
|
|
|
|
|
|
% |
|
|
|
|
|
|
% |
||||||
|
Total |
|
|
$ |
|
|
|
% |
|
|
$ |
|
|
|
% |
||||||
Credit Facilities
In May 2025, we amended and restated one of our global senior credit facilities (the "2022 Global Facility") as the 2025 Global Facility. Each of the global senior credit facilities, the 2023 Global Facility and the 2025 Global Facility, have a borrowing capacity of $
77
Table of Contents
Global Facility in
We also have a Japanese yen revolver (the "Yen Credit Facility") with a borrowing capacity of ¥
We refer to the 2023 Global Facility, the 2025 Global Facility and the Yen Credit Facility, collectively, as our “Credit Facilities.” Pricing for the Credit Facilities, including the spread over the applicable benchmark and the rates applicable to facility fees and letter of credit fees, varies based on the public debt ratings of the OP.
Our Credit Facilities are utilized to support our cash needs for general corporate purposes on a short-term basis. The maturities of the borrowings under the Credit Facilities generally range from overnight to three months.
The following table summarizes information about our Credit Facility activity and available liquidity (dollars in millions):
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Credit Facility activity for the years ended December 31: |
|
|
|
|
|
|
|
|
|
|||
Weighted average daily interest rate |
|
|
% |
|
|
% |
|
|
% |
|||
Weighted average daily borrowings |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Maximum borrowings outstanding at any month-end |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Available liquidity at December 31: |
|
|
|
|
|
|
|
|
|
|||
Aggregate lender commitments |
|
|
|
|
|
|
|
|
|
|||
Credit Facilities |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Less: |
|
|
|
|
|
|
|
|
|
|||
Credit facility borrowings outstanding |
|
|
|
|
|
|
|
|
|
|||
Commercial paper borrowings outstanding (1) |
|
|
|
|
|
|
|
|
|
|||
Outstanding letters of credit |
|
|
|
|
|
|
|
|
|
|||
Current availability |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|||
Total liquidity |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Commercial Paper
We have commercial paper programs under which we may issue, repay and re-issue short-term unsecured commercial paper notes. Under our existing U.S. dollar-denominated program, the aggregate principal amount of notes outstanding at any time cannot exceed $
78
Table of Contents
Senior Notes
The senior notes are unsecured and our obligations are effectively subordinated in certain respects to any of our debt that is secured by a lien on real property, to the extent of the value of such real property. The senior notes require interest payments be made quarterly, semi-annually or annually. The majority of the senior notes are redeemable at any time at our option, subject to certain prepayment penalties. Such repurchase and other terms are governed by the provisions of indenture agreements, various note purchase agreements or trust deeds. The following table summarizes the issuances of senior notes during 2025 (principal in thousands):
|
|
Aggregate Principal |
|
|
Issuance Date Weighted Average |
|
|
|||||||||||
Issuance Date |
|
Borrowing Currency |
|
|
USD (1) |
|
|
Interest Rate |
|
Term (Years) |
|
Maturity Dates |
||||||
February |
|
C$ |
|
|
|
$ |
|
|
|
|
|
|
|
|||||
May |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|||||
September |
|
€ |
|
|
|
$ |
|
|
|
|
|
|
|
|||||
October |
|
C$ |
|
|
|
$ |
|
|
|
|
|
|
|
|||||
Total |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
||||
Term Loans
The following table summarizes our outstanding term loans at December 31 (dollars and borrowing currency in thousands):
Term Loan |
Borrowing Currency |
|
Issuance Date |
|
Lender Commitment at 2025 |
|
|
Amount Outstanding at 2025 |
|
|
Amount Outstanding at 2024 |
|
|
Interest Rate |
|
Maturity Date |
||||||
|
|
|
|
|
Borrowing Currency |
|
USD |
|
|
USD |
|
|
USD |
|
|
|
|
|
||||
March 2017 Yen |
JPY |
|
¥ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|||||||
October 2017 Yen |
JPY |
|
¥ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|||||||
December 2018 Yen |
JPY |
|
¥ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|||||||
January 2019 Yen |
JPY |
|
¥ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|||||||
March 2019 Yen |
JPY |
|
¥ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|||||||
June 2022 Yen |
JPY |
|
¥ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|||||||
2022 Canadian |
CAD |
|
C$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|||||||
December 2022 Yen |
JPY |
|
¥ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|||||||
2023 Yen |
JPY |
|
¥ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|||||||
2023 Chinese |
CNH |
|
CN¥ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|||||||
2024 Yen |
JPY |
|
¥ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|||||||
2024 Euro |
EUR |
|
€ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|||||||
Subtotal |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Debt issuance costs, net |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|||
Total term loans |
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
|
|
||||
79
Table of Contents
Long-Term Debt Maturities
Scheduled principal payments due on our debt for each year through the period ended December 31, 2030, and thereafter were as follows at December 31, 2025 (in thousands):
|
Unsecured |
|
|
|
|
|
|
|||||||||||||
|
|
Credit Facilities and |
|
|
Senior |
|
|
Term Loans |
|
|
Secured |
|
|
|
|
|||||
Maturity |
|
Commercial Paper |
|
|
Notes |
|
|
and Other |
|
|
Mortgage |
|
|
Total |
|
|||||
2026 (1) (2) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
2027 (3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
2028 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
2029 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
2030 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Thereafter |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Subtotal |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Unamortized premiums |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|||
Unamortized debt issuance |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Interest Expense
The following table summarizes the components of interest expense for the years ended December 31 (in thousands):
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Gross interest expense |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Amortization of debt discounts (premiums), net |
|
|
|
|
|
|
|
|
|
|||
Amortization of debt issuance costs, net |
|
|
|
|
|
|
|
|
|
|||
Interest expense before capitalization |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Capitalized amounts |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net interest expense |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Total cash paid for interest, net of amounts capitalized |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Financial Debt Covenants
Our Credit Facilities, senior notes and term loans outstanding at December 31, 2025 were subject to certain financial covenants under their related documents. At December 31, 2025, we were in compliance with all of our financial debt covenants.
Guarantee of Finance Subsidiary Debt
We have finance subsidiaries as part of our operations in Europe (Prologis Euro Finance LLC), Japan (Prologis Yen Finance LLC) and the U.K. (Prologis Sterling Finance LLC) in order to mitigate our foreign currency risk by borrowing in the currencies in which we invest. These entities are
80
Table of Contents
NOTE 8. STOCKHOLDERS’ EQUITY OF PROLOGIS, INC.
Shares Authorized
At December 31, 2025,
Common Stock
Our at-the-market program allows us to sell up to $
Under the 2020 Long-Term Incentive Plan, certain of our employees and outside directors are able to participate in equity-based compensation plans. See Note 11 for additional information on equity-based compensation plans.
We may also issue common stock upon redemption of common limited partnership units in the OP.
Share Purchase Program
We have a share purchase program for the repurchase of outstanding shares of our common stock on the open market or in privately negotiated transactions for an aggregate purchase price of up to $
Preferred Stock
At December 31, 2025 and 2024 our Series Q preferred stock outstanding had a dividend rate of
Ownership Restrictions
For us to qualify as a REIT, five or fewer individuals may not own more than
Shares of stock owned by a person or group of people in excess of these limits are subject to redemption by us. The provision does not apply where a majority of the Board, in its sole and absolute discretion, waives such limit after determining that our status as a REIT for federal income tax purposes will not be jeopardized.
Dividends
To comply with the REIT requirements of the IRC, we are generally required to make common and preferred stock dividends (other than capital gain distributions) to our stockholders in amounts that together at least equal: (i) the sum of (a)
The taxability of our dividends for the years ended December 31, 2025, 2024 and 2023 are presented below. The taxability of dividends paid in 2025 was based on management’s estimates as our tax return for the year ended December 31, 2025 has not been filed. As the statute of limitations is generally three years, our tax returns for certain years remain subject to examination and consequently the taxability of the dividends is subject to change.
81
Table of Contents
In 2025, 2024 and 2023, we paid all of our dividends in cash.
The following summarizes the taxability of our common and preferred stock dividends for the years ended December 31:
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Common Stock: |
|
|
|
|
|
|
|
|
|
|||
Ordinary income |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Qualified dividend |
|
|
|
|
|
|
|
|
|
|||
Capital gains |
|
|
|
|
|
|
|
|
|
|||
Total dividend |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Preferred Stock – Series Q: |
|
|
|
|
|
|
|
|
|
|||
Ordinary income |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Qualified dividend |
|
|
|
|
|
|
|
|
|
|||
Capital gains |
|
|
|
|
|
|
|
|
|
|||
Total dividend |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Common stock dividends are characterized for federal income tax purposes as ordinary income, qualified dividend, capital gains, non-taxable return of capital or a combination of the four. Common stock dividends that exceed our current and accumulated earnings and profits (calculated for tax purposes) constitute a return of capital rather than a dividend and generally reduce the stockholder’s basis in the common stock. To the extent that a dividend exceeds both current and accumulated earnings and profits and the stockholder’s basis in the common stock, it will generally be treated as a gain from the sale or exchange of that stockholder’s common stock. At the beginning of each year, we notify our stockholders of the taxability of the common stock dividends paid during the preceding year.
Pursuant to the terms of our preferred stock, we are restricted from declaring or paying any dividend with respect to our common stock unless and until all cumulative dividends with respect to the preferred stock have been paid and sufficient funds have been set aside for dividends that have been declared for the relevant dividend period with respect to the preferred stock.
NOTE 9. PARTNERS’ CAPITAL OF PROLOGIS, L.P.
Distributions paid on the common limited partnership units, and the taxability of those distributions, are similar to dividends paid on the Parent’s common stock disclosed above.
We issued Class A Units in the OP through an acquisition of a portfolio of properties in 2015. The Class A Units generally had the same rights as the existing common limited partnership units of the OP, except that the Class A Units were entitled to a quarterly distribution equal to $
At December 31, 2024, Class A Units were convertible into
NOTE 10. NONCONTROLLING INTERESTS
Prologis, L.P.
We report noncontrolling interests related to several entities we consolidate but of which we do not own 100% of the equity. These entities include two real estate partnerships that have issued limited partnership units to third parties. Depending on the specific partnership agreements, these limited partnership units are redeemable for cash or, at our option, shares of the Parent’s common stock, generally at a rate of
As discussed in Note 1, the Parent has complete responsibility, power and discretion in the day-to-day management of the OP. The Parent, through its majority interest, has the right to receive benefits from and incur losses of the OP. In addition, the OP does not have either substantive liquidation rights or substantive kick-out rights without cause or substantive participating rights that could be exercised by a simple majority of noncontrolling interests. The absence of such rights renders the OP as a VIE. Accordingly, the Parent is the primary beneficiary and therefore consolidates the OP.
82
Table of Contents
Prologis, Inc.
The noncontrolling interests of the Parent include the noncontrolling interests described above for the OP, as well as the limited partnership units in the OP that are not owned by the Parent. The outstanding limited partnership units receive quarterly cash distributions equal to the quarterly dividends paid on our common stock pursuant to the terms of the applicable partnership agreements.
The following table summarizes these entities at December 31 (dollars in thousands):
|
Our Ownership |
|
|
Noncontrolling |
|
|
Total Assets |
|
|
Total Liabilities |
|
||||||||||||||||||||
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||||||
Prologis U.S. Logistics Venture |
|
% |
|
|
% |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
Other consolidated entities (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Prologis, L.P. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Limited partners in Prologis, L.P. (2)(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Prologis, Inc. |
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
NOTE 11. LONG-TERM COMPENSATION
2020 Long-Term Incentive Plan
The 2020 Long-Term Incentive Plan ("2020 LTIP") provides for grants of awards to officers, directors, employees and consultants of the Parent or its subsidiaries. Awards can be in the form of: full value awards, stock appreciation rights and stock options (non-qualified options and incentive stock options). Full value awards generally consist of: (i) common stock; (ii) restricted stock units (“RSUs”); (iii) OP LTIP units (“LTIP Units”) and (iv) performance stock units ("PSUs”). Awards may be made under the 2020 LTIP until it is terminated by the Board or until the ten-year anniversary of the effective date of the plan.
The awards have been issued under the following components of our equity-based compensation programs at December 31, 2025: (i) Performance Stock Unit Program; (ii) Prologis Outperformance Plan ("POP"); (iii) Prologis Promote Plan (“PPP”); (iv) annual long-term incentive (“LTI”) equity award program (“Annual LTI Award”); and (v) annual bonus exchange program.
At December 31, 2025, we had
Equity-Based Compensation Programs
Performance Stock Unit ("PSU") Program
PSUs are granted under the Company's 2020 Long-Term Incentive Plan and are settled in equity at the end of a
83
Table of Contents
The fair value of the awards is measured at the grant date using a Monte Carlo valuation model and amortized over the period from the grant date to the date at which the awards vest, regardless of whether the market condition has been satisfied, which ranges from to
The following table details the assumptions used for each PSU grant based on the year it was granted (dollars in thousands):
|
|
|
2025 |
|
|
|
2024 |
|
Risk-free interest rate |
|
|
% |
|
|
% |
||
Prologis expected volatility |
|
|
% |
|
|
% |
||
Index expected volatility |
|
|
% |
|
|
% |
||
Grant date fair value |
|
$ |
|
|
$ |
|
Prologis Outperformance Plan ("POP")
In prior years, we allocated participation points or a percentage of the compensation pool to participants under our POP, corresponding to
The performance criteria was met for the performance period ended 2023. The absolute maximum cap was earned and awarded in January of the following year. The performance criteria was not met for the performance periods ended 2024 and 2025. The RSUs and LTIP Units tables below include POP awards that were earned but are unvested, while any vested awards are reflected within the Consolidated Statements of Equity and Capital.
The following table details the assumptions used for each POP grant based on the year it was granted, using a Monte Carlo model (dollars in thousands):
|
|
|
2024 |
|
|
|
2023 |
|
Risk-free interest rate |
|
|
% |
|
|
% |
||
Prologis expected volatility |
|
|
% |
|
|
% |
||
Index expected volatility |
|
|
% |
|
|
% |
||
Grant date fair value |
|
$ |
|
|
$ |
|
Total remaining compensation cost at December 31, 2025, was $
Prologis Promote Plan (“PPP”)
Under the PPP, for promotes earned after January 2024, we award up to
Annual LTI Equity Award Program (“Annual LTI Award”)
The Annual LTI Award provides for grants to certain employees related to the most recent performance period.
Annual Bonus Exchange Program
Under our bonus exchange program, generally all our employees may elect to receive all or a portion of their annual cash bonus in equity. Equity awards granted through the bonus exchange are valued at a premium to the cash bonus exchanged and vest over three years, excluding certain executive officers. As certain executive officers do not receive a bonus exchange premium for participating in the bonus exchange program, the equity they receive upon exchange for their cash bonuses does not have a vesting period.
Under the PPP, Annual LTI Award and Annual Bonus Exchange Program, awards may be issued in the form of RSUs or LTIP Units at the participants’ elections. RSUs and LTIP Units are valued based on the market price of the Parent’s common stock at the grant date, and the grant date fair value is recognized as compensation expense over the service period. The service period is generally
84
Table of Contents
charged to retained earnings for RSUs and the distribution is charged to Net Earnings Attributable to Noncontrolling Interests in the OP for LTIP Units in the Consolidated Financial Statements of the Parent.
Summary of Award Activity
PSUs
The following table summarizes the activity for PSUs for the year ended December 31, 2025 (units in thousands):
|
|
Unearned |
|
|
Weighted Average Grant Date Fair Value |
|
||
Balance at January 1, 2025 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Earned |
|
|
|
|
|
|
||
Forfeited |
|
|
( |
) |
|
|
|
|
Balance at December 31, 2025 |
|
|
|
|
$ |
|
||
See the discussion of the fair value of PSUs above. Total remaining compensation cost related to the PSUs at December 31, 2025, was $
RSUs
Each RSU represents the right to receive one share of common stock of the Parent.
The following table summarizes the activity for RSUs for the year ended December 31, 2025 (units in thousands):
|
|
Unvested |
|
|
Weighted Average Grant Date Fair Value |
|
||
Balance at January 1, 2025 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Conversion of earned PSUs |
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
|
|
Forfeited |
|
|
( |
) |
|
|
|
|
Balance at December 31, 2025 |
|
|
|
|
$ |
|
||
The fair value of stock awards granted and vested was $
Total remaining compensation cost related to RSUs outstanding, excluding POP awards, at December 31, 2025, was $
LTIP Units
An LTIP Unit represents a partnership interest in the OP. After vesting and the satisfaction of certain conditions, an LTIP Unit may be exchangeable for a common limited partnership unit in the OP and then redeemable for a share of common stock or cash at our option. Once LTIP Units are vested and converted into common stock, they reduce the total share reserve under the equity compensation plan but do not count as available shares for future awards. At December 31, 2025,
The following table summarizes the activity for LTIP Units for the year ended December 31, 2025 (units in thousands):
|
|
Unvested |
|
|
Weighted Average Grant Date Fair Value |
|
||
Balance at January 1, 2025 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Conversion of earned PSUs |
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
|
|
Forfeited |
|
|
( |
) |
|
|
|
|
Balance at December 31, 2025 |
|
|
|
|
$ |
|
||
85
Table of Contents
The fair value of unit awards granted and vested was $
Total remaining compensation cost related to LTIP Units, excluding POP awards, at December 31, 2025, was $
Other Plans
The Prologis 401(k) Plan (the “401(k) Plan”) includes a matching employer contribution of $
We have a non-qualified savings plan that allows highly compensated employees the opportunity to defer the receipt and income taxation of a certain portion of their compensation in excess of the amount permitted under the 401(k) Plan. There has been no employer matching within this plan in the three-year period ended December 31, 2025.
NOTE 12. INCOME TAXES
Components of Earnings Before Income Taxes
The following table summarizes the components of earnings before income taxes for the years ended December 31 (in thousands):
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Domestic |
|
$ |
|
|
$ |
|
|
$ |
|
|||
International |
|
|
|
|
|
|
|
|
|
|||
Earnings before income taxes |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Summary of Current and Deferred Income Taxes
The following table summarizes the components of the provision for income taxes for the years ended December 31 (in thousands):
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Current income tax expense (benefit): |
|
|
|
|
|
|
|
|
|
|||
U.S. federal |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
International |
|
|
|
|
|
|
|
|
|
|||
State and local |
|
|
|
|
|
|
|
|
|
|||
Total current income tax expense |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Deferred income tax expense (benefit): |
|
|
|
|
|
|
|
|
|
|||
U.S. federal |
|
|
( |
) |
|
|
|
|
|
|
||
International |
|
|
|
|
|
|
|
|
|
|||
Total deferred income tax expense |
|
|
|
|
|
|
|
|
|
|||
Total income tax expense |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Current Income Taxes
We recognize current income tax expense for the federal and state income taxes incurred by our TRSs and taxes incurred in certain states and foreign jurisdictions. Current income tax expense fluctuates from period to period based primarily on the timing of our taxable income. Taxable income incurred over the last three years was principally due to the following: (i) the contribution of real estate properties to our unconsolidated co-investment ventures and sales to third parties; (ii) recurring and transactional strategic capital fees earned; (iii) taxable earnings from unconsolidated co-investment ventures; and (iv) adjustments to acquired tax liabilities.
During the years ended December 31, 2025, 2024 and 2023, cash paid for income taxes, net of refunds, was $
Deferred Income Taxes
The deferred income tax expense recognized in 2025, 2024 and 2023 was principally due to changes in temporary differences and utilization of NOLs.
86
Table of Contents
The following table summarizes the deferred income tax assets and liabilities at December 31 (in thousands):
|
|
2025 |
|
|
2024 |
|
||
Gross deferred income tax assets: |
|
|
|
|
|
|
||
NOL carryforwards |
|
$ |
|
|
$ |
|
||
Basis difference – real estate properties |
|
|
|
|
|
|
||
Basis difference – equity investments |
|
|
|
|
|
|
||
Section 163(j) interest limitation |
|
|
|
|
|
|
||
Capital loss carryforward |
|
|
|
|
|
|
||
Other – temporary differences |
|
|
|
|
|
|
||
Total gross deferred income tax assets |
|
|
|
|
|
|
||
Valuation allowance |
|
|
( |
) |
|
|
( |
) |
Gross deferred income tax assets, net of valuation allowance |
|
|
|
|
|
|
||
Gross deferred income tax liabilities: |
|
|
|
|
|
|
||
Basis difference – real estate properties |
|
|
|
|
|
|
||
Basis difference – equity investments |
|
|
|
|
|
|
||
Other – temporary differences |
|
|
|
|
|
|
||
Total gross deferred income tax liabilities |
|
|
|
|
|
|
||
Net deferred income tax liabilities |
|
$ |
|
|
$ |
|
||
At December 31, 2025, we had NOL carryforwards as follows (in thousands):
|
U.S. |
|
|
Europe |
|
|
Mexico |
|
|
Japan |
|
|
Other |
|
|||||
Gross NOL carryforward |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Tax-effected NOL carryforward |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Valuation allowance |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net deferred tax asset – NOL carryforward |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Expiration periods |
|
|
|
|
|
|
|
|
|
||||||||||
The deferred tax asset valuation allowance at December 31, 2025, was adequate to reduce the total deferred tax asset to an amount that we estimate will more likely than not be realized.
Liability for Uncertain Tax Positions
During the years ended December 31, 2025, 2024 and 2023, we believe that we complied with the REIT requirements of the IRC. The statute of limitations for our global tax returns is generally three to five years. As such, our tax returns that remain subject to examination would be primarily from 2020 and thereafter. During the year ended December 31, 2024, we recognized a $
NOTE 13. EARNINGS PER COMMON SHARE OR UNIT
We determine basic earnings per share or unit based on the weighted average number of shares of common stock or units outstanding during the period. We compute diluted earnings per share or unit based on the weighted average number of shares or units outstanding combined with the incremental weighted average effect from all outstanding potentially dilutive instruments. During the year ended December 31, 2025 all Class A Units in the OP were converted to limited partnership units in the OP.
The computation of our basic and diluted earnings per share and unit for the years ended December 31 was as follows (in thousands, except per share and unit amounts):
Prologis, Inc. |
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Net earnings attributable to common stockholders – Basic |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Net earnings attributable to exchangeable limited partnership units (1) |
|
|
|
|
|
|
|
|
|
|||
Adjusted net earnings attributable to common stockholders – Diluted |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Weighted average common shares outstanding – Basic |
|
|
|
|
|
|
|
|
|
|||
Incremental weighted average effect on exchange of limited partnership units (1) |
|
|
|
|
|
|
|
|
|
|||
Incremental weighted average effect of equity awards |
|
|
|
|
|
|
|
|
|
|||
Weighted average common shares outstanding – Diluted (2) |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Net earnings per share attributable to common stockholders: |
|
|
|
|
|
|
|
|
|
|||
Basic |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Diluted |
|
$ |
|
|
$ |
|
|
$ |
|
|||
87
Table of Contents
Prologis, L.P. |
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Net earnings attributable to common unitholders |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Net earnings attributable to Class A Units |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net earnings attributable to common unitholders – Basic |
|
|
|
|
|
|
|
|
|
|||
Net earnings attributable to Class A Units |
|
|
|
|
|
|
|
|
|
|||
Net earnings attributable to exchangeable other limited partnership units |
|
|
|
|
|
|
|
|
|
|||
Adjusted net earnings attributable to common unitholders – Diluted |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Weighted average common partnership units outstanding – Basic |
|
|
|
|
|
|
|
|
|
|||
Incremental weighted average effect on exchange of Class A Units |
|
|
|
|
|
|
|
|
|
|||
Incremental weighted average effect on exchange of other limited partnership units |
|
|
|
|
|
|
|
|
|
|||
Incremental weighted average effect of equity awards of Prologis, Inc. |
|
|
|
|
|
|
|
|
|
|||
Weighted average common units outstanding – Diluted (2) |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Net earnings per unit attributable to common unitholders: |
|
|
|
|
|
|
|
|
|
|||
Basic |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Diluted |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
|
Class A Units |
|
|
|
|
|
|
|
|
|||
|
Other limited partnership units |
|
|
|
|
|
|
|
|
|||
|
Equity awards |
|
|
|
|
|
|
|
|
|||
|
Prologis, L.P. |
|
|
|
|
|
|
|
|
|||
|
Common limited partnership units |
|
|
|
|
|
|
|
|
|||
|
Prologis, Inc. |
|
|
|
|
|
|
|
|
|||
NOTE 14. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
Derivative Financial Instruments
In the normal course of business, our operations are exposed to market risks, including the effect of changes in foreign currency exchange rates and interest rates. We may enter into derivative financial instruments to offset these underlying market risks. See Note 2 for our derivative financial instruments policy.
88
Table of Contents
The following table presents the fair value of our derivative financial instruments recognized within Other Assets and Other Liabilities in the Consolidated Balance Sheets at December 31 (in thousands):
|
|
2025 |
|
|
2024 |
|
||||||||||
|
|
Asset |
|
|
Liability |
|
|
Asset |
|
|
Liability |
|
||||
Undesignated derivatives |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency contracts |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Forwards |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Brazilian real |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
British pound sterling |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Canadian dollar |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Euro |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Japanese yen |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Swedish krona |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Options |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mexican peso |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Designated derivatives |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency contracts |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net investment hedges |
|
|
|
|
|
|
|
|
|
|
|
|
||||
British pound sterling |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Canadian dollar |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate contracts |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash flow hedges |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. dollar |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total fair value of derivatives |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Undesignated Derivative Financial Instruments
Foreign Currency Contracts
The following table summarizes the activity of our undesignated foreign currency contracts for the years ended December 31 (in millions, except for weighted average forward rates and number of active contracts):
|
2025 |
|
2024 |
|
2023 |
|||||||||||||||
|
CAD |
EUR |
GBP |
JPY |
Other |
Total |
|
CAD |
EUR |
GBP |
JPY |
Other |
Total |
|
CAD |
EUR |
GBP |
JPY |
Other |
Total |
Notional amounts at January 1 ($) |
( |
|
|
|||||||||||||||||
New contracts ($) |
( |
|
( |
|
( |
|||||||||||||||
Matured, expired or settled |
( |
( |
( |
( |
( |
( |
|
( |
( |
( |
( |
( |
( |
|
( |
( |
( |
( |
( |
( |
Notional amounts at |
( |
|
( |
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average forward rate at |
|
|
|
|
|
|
|
|
||||||||||||
Active contracts at December 31 |
|
|
|
|
|
|
|
|
||||||||||||
The following table summarizes the undesignated derivative financial instruments exercised and associated realized and unrealized gains (losses), respectively, in Foreign Currency, Derivative and Other Gains (Losses) and Other Income (Expense), Net in the Consolidated Statements of Income for the years ended December 31 (in millions, except for number of exercised contracts):
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Exercised contracts |
|
|
|
|
|
|
|
|
|
|||
Realized gains (losses) on the matured, expired or settled contracts |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Unrealized gains (losses) on the change in fair value of outstanding contracts |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
89
Table of Contents
Designated Derivative Financial Instruments
Changes in the fair value of derivatives that are designated as net investment hedges ("NIHs") of our foreign operations and cash flow hedges ("CFHs") are recorded in Accumulated Other Comprehensive Income (Loss) ("AOCI/L") in the Consolidated Balance Sheets and reflected within the AOCI/L table below.
Foreign Currency Contracts
The following table summarizes the activity of our foreign currency contracts designated as NIHs for the years ended December 31 (in millions, except for weighted average forward rates and number of active contracts):
|
2025 |
|
|
2024 |
|
|
2023 |
|
||||||||||||||||||||||||
|
CAD |
|
GBP |
|
Total |
|
|
CAD |
|
GBP |
|
Total |
|
|
CAD |
|
CNH |
|
GBP |
|
Total |
|
||||||||||
Notional amounts at January 1 ($) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
New contracts ($) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Matured, expired or settled contracts ($) |
|
( |
) |
|
( |
) |
|
( |
) |
|
|
( |
) |
|
( |
) |
|
( |
) |
|
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
Notional amounts at December 31 ($) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average forward rate at |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Active contracts at December 31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest Rate Contracts
The following table summarizes the activity of our interest rate contracts designated as CFHs for the years ended December 31 (in millions):
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||||||||||||||||||||||||||
|
EUR |
|
USD |
|
CAD |
|
Total |
|
|
EUR |
|
USD |
|
GBP |
|
Total |
|
|
EUR |
|
USD |
|
Total |
|
|||||||||||
Notional amounts at January 1 ($) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
New contracts ($) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Matured, expired or settled |
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
|
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
|
|
( |
) |
|
( |
) |
|
( |
) |
Notional amounts at |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Designated Nonderivative Financial Instruments
The following table summarizes our debt and accrued interest, designated as a hedge of our net investment in international subsidiaries at December 31 (in millions):
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
British pound sterling |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Canadian dollar |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The following table summarizes the unrealized gains (losses) in Foreign Currency, Derivative and Other Gains (Losses) and Other Income (Expense), Net in the Consolidated Statements of Income on the remeasurement of the unhedged portion of our euro-denominated and Chinese renminbi-denominated debt and accrued interest, for the years ended December 31 (in millions):
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Unrealized gains (losses) on the unhedged portion |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
Accumulated Other Comprehensive Income (Loss) ("AOCI/L")
The change in AOCI/L in the Consolidated Statements of Equity during the periods presented was due to the following: (i) the currency translation adjustments ("CTA") that we recognize due to the translation of the financial statements of our consolidated subsidiaries, whose functional currency is not the U.S. dollar, into U.S. dollars; and (ii) the change in the fair value of the effective portion of our derivative financial instruments that have been designated as NIHs and CFHs and the translation of the hedged portion of our debt.
90
Table of Contents
The following table presents these changes in AOCI/L for the years ended December 31 (in thousands):
|
|
Unrealized gains (losses) on CFHs (1) |
|
|
Our share of derivatives from unconsolidated entities |
|
|
Derivative NIHs |
|
|
Debt designated as nonderivative NIHs (2) |
|
|
CTA |
|
|
Total AOCI/L |
|
||||||
Balance at |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
||||
Other comprehensive |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Balance at |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|||
Other comprehensive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance at |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|||
Other comprehensive |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
||
Balance at |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|||
Fair Value Measurements
We have estimated the fair value of our financial instruments using available market information and valuation methodologies we believe to be appropriate for these purposes. Considerable judgment and a high degree of subjectivity are involved in developing these estimates and, accordingly, they are not necessarily indicative of amounts that we would realize on disposition. See Note 2 for more information on our fair value measurements policy.
Fair Value Measurements on a Recurring Basis
At December 31, 2025 and 2024, other than the derivatives discussed previously, we had no significant financial assets or financial liabilities that were measured at fair value on a recurring basis in the Consolidated Financial Statements. All of our derivatives held at December 31, 2025 and 2024 were classified as Level 2 of the fair value hierarchy.
Fair Value Measurements on Nonrecurring Basis
Acquired properties, assets we expect to sell or contribute and assets subject to impairment charges are significant nonfinancial assets that met the criteria to be measured at fair value on a nonrecurring basis, as detailed in our accounting policy in Note 2. At December 31, 2025 and 2024, we estimated the fair value of our properties using Level 2 or Level 3 inputs from the fair value hierarchy. See more information on our acquired properties in Note 3 and assets held for sale or contribution in Note 5.
Fair Value of Financial Instruments
At December 31, 2025 and 2024, the carrying amounts of certain financial instruments, including cash and cash equivalents, accounts and notes receivable, accounts payable and accrued expenses were representative of their fair values.
The differences in the fair value of our debt from the carrying value in the table below were the result of differences in interest rates or borrowing spreads that were available to us at December 31, 2025 and 2024, as compared with those in effect when the debt was issued or assumed, including lower borrowing spreads due to our credit ratings. See Note 7 for more information on our debt activity.
The following table reflects the carrying amounts and estimated fair values of our debt at December 31 (in thousands):
|
|
2025 |
|
|
2024 |
|
||||||||||
|
|
Carrying Value |
|
|
Fair Value |
|
|
Carrying Value |
|
|
Fair Value |
|
||||
Credit facilities and commercial paper |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Senior notes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Term loans and unsecured other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Secured mortgage |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
91
Table of Contents
NOTE 15. COMMITMENTS AND CONTINGENCIES
Environmental Matters
A majority of the properties we acquire, including land, are subjected to environmental reviews either by us or the previous owners. In addition, we may incur environmental remediation costs associated with certain land parcels we acquire in connection with the development of the land. We have acquired certain properties that may have been leased to or previously owned by companies that discharged hazardous materials. We establish a liability at the time of acquisition to cover such costs and adjust the liabilities as appropriate when additional information becomes available. We record our environmental liabilities in Other Liabilities in the Consolidated Balance Sheets. We purchase various environmental insurance policies to mitigate our exposure to environmental liabilities. We are not aware of any environmental liabilities that would have a material adverse effect on our business, financial condition or results of operations.
Off-Balance Sheet Liabilities
We have entered into agreements, principally performance and surety bonds and standby letters of credit in connection with certain development and renewable energy projects. These agreements are commonly required by public agencies, including utilities, from real estate and renewable energy asset developers. They are renewable and expire on the completion of the improvements and infrastructure. We typically enter into performance and surety bonds that have terms of
We may be required under capital commitments or may choose to make additional capital contributions to certain of our unconsolidated entities, representing our proportionate ownership interest, if needed to fund development or acquisition costs, repayment of debt or operational shortfalls. At December 31, 2025, we did not guarantee any third-party debt of the unconsolidated co-investment ventures. See Note 4 for further discussion related to equity commitments to our unconsolidated co-investment ventures.
Litigation
From time to time, we are party to a variety of legal proceedings arising in the ordinary course of business. We believe that, with respect to any such matters that we are currently a party to, the ultimate disposition of any such matter will not have material adverse effect on our business, financial position or results of operations.
NOTE 16. REPORTABLE SEGMENTS
Our current business strategy includes
Our management Executive Committee (“EC”) is our Chief Operating Decision Maker (“CODM”) and regularly reviews operating results and makes strategic and operating decisions with regards to assessing performance and allocating resources based on our two reportable segments. At December 31, 2025, t
NOI from the Real Estate Segment is calculated directly from the Consolidated Statements of Income as Rental Revenues and Development Management and Other Revenues less Rental Expenses and Other Expenses.
NOI from the Strategic Capital Segment is calculated directly from the Consolidated Statements of Income as Strategic Capital Revenues less Strategic Capital Expenses.
92
Table of Contents
Below we present: (i) each reportable segment’s revenues from external customers to Total Revenues; (ii) each reportable segment’s expenses to Total Expenses; (iii) each reportable segment’s net operating income from external customers, calculated as each reportable segment's revenues less segment expenses, to Operating Income and Earnings Before Income Taxes; and (iv) each reportable segment’s assets to Total Assets.
The applicable components of Total Revenues, Total Expenses, Operating Income, Earnings Before Income Taxes and Total Assets in the Consolidated Financial Statements are allocated to each reportable segment’s revenues, expenses, net operating income and assets.
Items that are not directly assignable to a reportable segment, are not allocated but reflected as non-segment items (general and administrative expenses and real estate adjustments for depreciation and gains and losses on contributions and sales) due to how our CODM utilizes segment information for planning and execution of our business strategy.
93
Table of Contents
The following reportable segment net operating income and assets are presented in thousands:
|
|
Years Ended December 31, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Revenues: |
|
|
|
|
|
|
|
|
|
|||
Real estate segment: |
|
|
|
|
|
|
|
|
|
|||
U.S. |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Other Americas |
|
|
|
|
|
|
|
|
|
|||
Europe |
|
|
|
|
|
|
|
|
|
|||
Asia |
|
|
|
|
|
|
|
|
|
|||
Total real estate segment |
|
|
|
|
|
|
|
|
|
|||
Strategic capital segment: |
|
|
|
|
|
|
|
|
|
|||
U.S. |
|
|
|
|
|
|
|
|
|
|||
Other Americas |
|
|
|
|
|
|
|
|
|
|||
Europe |
|
|
|
|
|
|
|
|
|
|||
Asia |
|
|
|
|
|
|
|
|
|
|||
Total strategic capital segment |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Total revenues |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Expenses: |
|
|
|
|
|
|
|
|
|
|||
Real estate segment: |
|
|
|
|
|
|
|
|
|
|||
U.S. (1) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other Americas |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Europe |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Asia |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total real estate segment |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Strategic capital segment: |
|
|
|
|
|
|
|
|
|
|||
U.S. (1) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other Americas |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Europe |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Asia |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total strategic capital segment |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|||
Total expenses |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|||
Segment net operating income: |
|
|
|
|
|
|
|
|
|
|||
Real estate segment: |
|
|
|
|
|
|
|
|
|
|||
U.S. (1) |
|
|
|
|
|
|
|
|
|
|||
Other Americas |
|
|
|
|
|
|
|
|
|
|||
Europe |
|
|
|
|
|
|
|
|
|
|||
Asia |
|
|
|
|
|
|
|
|
|
|||
Total real estate segment |
|
|
|
|
|
|
|
|
|
|||
Strategic capital segment: |
|
|
|
|
|
|
|
|
|
|||
U.S. (1) |
|
|
|
|
|
|
|
|
|
|||
Other Americas |
|
|
|
|
|
|
|
|
|
|||
Europe |
|
|
|
|
|
|
|
|
|
|||
Asia |
|
|
|
|
|
|
|
|
|
|||
Total strategic capital segment |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Total segment net operating income |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Non-segment items: |
|
|
|
|
|
|
|
|
|
|||
General and administrative expenses |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Depreciation and amortization expenses |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Gains on dispositions of development properties and land, net |
|
|
|
|
|
|
|
|
|
|||
Gains on other dispositions of investments in real estate, net |
|
|
|
|
|
|
|
|
|
|||
Operating income |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Earnings from unconsolidated entities, net |
|
|
|
|
|
|
|
|
|
|||
Interest expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Foreign currency, derivative and other gains (losses) and other |
|
|
|
|
|
|
|
|
|
|||
Gains (losses) on early extinguishment of debt, net |
|
|
( |
) |
|
|
|
|
|
|
||
Earnings before income taxes |
|
$ |
|
|
$ |
|
|
$ |
|
|||
94
Table of Contents
|
|
December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Segment assets: |
|
|
|
|
|
|
||
Real estate segment: |
|
|
|
|
|
|
||
U.S. |
|
$ |
|
|
$ |
|
||
Other Americas |
|
|
|
|
|
|
||
Europe |
|
|
|
|
|
|
||
Asia |
|
|
|
|
|
|
||
Total real estate segment |
|
|
|
|
|
|
||
Strategic capital segment: (2) |
|
|
|
|
|
|
||
U.S. |
|
|
|
|
|
|
||
Europe |
|
|
|
|
|
|
||
Asia |
|
|
|
|
|
|
||
Total strategic capital segment |
|
|
|
|
|
|
||
Total segment assets |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Non-segment items: |
|
|
|
|
|
|
||
Investments in and advances to unconsolidated entities |
|
|
|
|
|
|
||
Assets held for sale or contribution |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
|
|
|
|
|
||
Other assets |
|
|
|
|
|
|
||
Total non-segment items |
|
|
|
|
|
|
||
Total assets |
|
$ |
|
|
$ |
|
||
NOTE 17. SUPPLEMENTAL CASH FLOW INFORMATION
Our significant noncash investing and financing activities for the years ended December 31, 2025, 2024 and 2023 included the following:
95
Table of Contents
NOTE 18. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
The following table details our selected quarterly financial data (in thousands, except per share and unit data):
|
|
Three Months Ended |
|
|||||||||||||
Prologis, Inc. |
|
March 31, |
|
|
June 30, |
|
|
September 30, |
|
|
December 31, |
|
||||
2025: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rental revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Rental expenses |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Gains on dispositions of development properties and land, net |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Gains on other dispositions of investments in real estate, net |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Operating income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Consolidated net earnings |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Net earnings attributable to common stockholders |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Net earnings per share attributable to common |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Net earnings per share attributable to common |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
2024: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rental revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Rental expenses |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Gains on dispositions of development properties and land, net |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Gains on other dispositions of investments in real estate, net |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Operating income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Consolidated net earnings |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Net earnings attributable to common stockholders |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Net earnings per share attributable to common |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Net earnings per share attributable to common |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Prologis, L.P. |
|
|
|
|
|
|
|
|
|
|
|
|
||||
2025: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rental revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Rental expenses |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Gains on dispositions of development properties and land, net |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Gains on other dispositions of investments in real estate, net |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Operating income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Consolidated net earnings |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Net earnings attributable to common unitholders |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Net earnings per unit attributable to common unitholders – |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Net earnings per unit attributable to common unitholders – |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
2024: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rental revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Rental expenses |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Gains on dispositions of development properties and land, net |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Gains on other dispositions of investments in real estate, net |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Operating income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Consolidated net earnings |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Net earnings attributable to common unitholders |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Net earnings per unit attributable to common unitholders – |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Net earnings per unit attributable to common unitholders – |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
96
Table of Contents
97
Table of Contents
PROLOGIS, INC. AND PROLOGIS, L.P.
SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2025
(In thousands of U.S. dollars, as applicable)
|
|
|
|
Initial Cost to |
|
Costs |
|
Gross Amounts at Which Carried |
|
|
|
|
||||||||||||||
Description |
No. of Bldgs. |
|
Encum- |
Land |
|
Building & |
|
Subsequent |
|
Land |
|
Building & |
|
Total |
|
Accumulated |
|
Date of |
||||||||
Operating Properties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. Markets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Atlanta |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||||
Austin |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||||
Baltimore/Washington |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||||
Central PA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||||
Central Valley |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||||
Charlotte |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||||
Chicago |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||||
Cincinnati |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||||
Columbus |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||||
Dallas/Ft. Worth |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||||
Denver |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||||
Houston |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||||
Indianapolis |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||||
Las Vegas |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||||
Lehigh Valley |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||||
Louisville |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||||
Nashville |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||||
New Jersey/New York City |
|
|
(d) |
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||||
Orlando |
|
|
(d) |
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||||
Phoenix |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||||
Portland |
|
|
(e) |
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||||
Raleigh Durham |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||||
Reno |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||||
San Antonio |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||||
San Francisco Bay Area |
|
|
(d) |
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||||
Savannah |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||||
Seattle |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||||
South Florida |
|
|
(d) |
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||||
Southern California |
|
|
(e) |
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||||
Tampa |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||||
Subtotal U.S. Markets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other Americas Markets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Brazil |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||||
Canada |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||||
Mexico |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||||
Subtotal Other Americas Markets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Europe Markets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Belgium |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||||
Czech Republic |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||||
France |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||||
Germany |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||||
Hungary |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||||
Italy |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||||
Netherlands |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||||
Poland |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||||
Slovakia |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||||
Spain |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||||
Sweden |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||||
United Kingdom |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||||
Subtotal Europe Markets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Asia Markets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Japan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||||
Singapore |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||||
India |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||||
Subtotal Asia Markets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|||||||
Total Operating Properties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|||||||
98
Table of Contents
PROLOGIS, INC. AND PROLOGIS, L.P.
SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2025
(In thousands of U.S. dollars, as applicable)
|
|
|
|
Initial Cost to |
|
Costs |
|
Gross Amounts at Which Carried |
|
|
|
Date of |
||||||||||||||
Description |
No. of Bldgs. |
|
Encum- |
Land |
|
Building & |
|
Subsequent |
|
Land |
|
Building & |
|
Total |
|
Accumulated |
|
Construction/ |
||||||||
Development Portfolio |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. Markets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Atlanta |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Austin |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Baltimore/Washington |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Central Valley |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cincinnati |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Houston |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Las Vegas |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Nashville |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
New Jersey/New York City |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Orlando |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Portland |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
San Francisco Bay Area |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Seattle |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
South Florida |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Southern California |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Subtotal U.S. Markets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other Americas Markets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Canada |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Mexico |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Subtotal Other Americas Markets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Europe Markets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
France |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Germany |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Italy |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Netherlands |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Poland |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
United Kingdom |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Subtotal Europe Markets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Asia Markets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Japan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
India |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Subtotal Asia Markets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total Development Portfolio |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
GRAND TOTAL |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|||||||
Schedule III – Footnotes
|
Total operating properties and development portfolio per Schedule III |
|
$ |
|
(g) |
|
|
Land |
|
|
|
|
|
|
Other real estate investments (i) |
|
|
|
|
|
|
Total per Consolidated Balance Sheets |
|
$ |
|
|
99
Table of Contents
The following table reconciles accumulated depreciation per Schedule III to the Consolidated Balance Sheets in Item 8. Financial Statements and Supplementary Data at December 31, 2025 (in thousands):
|
Total accumulated depreciation per Schedule III |
|
$ |
|
(g) |
|
|
Accumulated depreciation on other real estate investments (i) |
|
|
|
|
|
|
Total per Consolidated Balance Sheets |
|
$ |
|
|
|
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
|
Real estate assets: |
|
|
|
|
|
|
|
|
|
|||
|
Balance at beginning of year |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
Acquisitions of and improvements to operating properties, development |
|
|
|
|
|
|
|
|
|
|||
|
Basis of operating properties disposed of |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Change in the development portfolio balance, including the acquisition of |
|
|
|
|
|
( |
) |
|
|
|
||
|
Assets transferred to and from held for sale and contribution |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Balance at end year |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
|
Accumulated depreciation: |
|
|
|
|
|
|
|
|
|
|||
|
Balance at beginning of year |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
Depreciation expense |
|
|
|
|
|
|
|
|
|
|||
|
Balances retired upon disposition of operating properties and net effect of |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
Assets transferred to and from held for sale and contribution |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Balance at end of year |
|
$ |
|
|
$ |
|
|
$ |
|
|||
100
Table of Contents
Certain of the following documents are filed herewith. Certain other of the following documents that have been previously filed with the Securities and Exchange Commission and, pursuant to Rule 12b-32, are incorporated herein by reference.
2.1‡ |
|
Agreement and Plan of Merger, dated as of June 11, 2022, by and among the Prologis Parties and the DRE Parties (incorporated by reference to Exhibit 2.1 to Prologis’ Current Report on Form 8-K filed on June 13, 2022).
|
2.2 |
|
Letter Agreement, dated as of September 16, 2022, by and among the Prologis Parties and the DRE Parties (incorporated by reference to Exhibit 2.1 to Prologis' Current Report on Form 8-K filed on September 16, 2022).
|
3.1†
|
|
Articles of Incorporation of Prologis.
|
3.2 |
|
Articles Supplementary establishing and fixing the rights and preferences of the Series Q Cumulative Redeemable Preferred Stock of Prologis (incorporated by reference to Exhibit 3.4 to Prologis’ Registration Statement on Form 8-A filed on June 2, 2011).
|
3.3 |
|
Articles of Merger of New Pumpkin Inc., a Maryland corporation, with and into Prologis, Inc., a Maryland corporation, changing the name of “AMB Property Corporation” to “Prologis, Inc.”, as filed with the State Department of Assessments and Taxation of Maryland on June 2, 2011, and effective June 3, 2011 (incorporated by reference to Exhibit 3.1 to Prologis’ Current Report on Form 8-K filed on June 8, 2011).
|
3.4 |
|
Articles of Amendment (incorporated by reference to Exhibit 3.1 to Prologis’ Current Report on Form 8-K filed on May 8, 2012).
|
3.5 |
|
Thirteenth Amended and Restated Agreement of Limited Partnership of the Operating Partnership (incorporated by reference to Exhibit 3.6 to Prologis’ Current Report on Form 8-K filed on June 8, 2011).
|
3.6 |
|
First Amendment to Thirteenth Amended and Restated Agreement of Limited Partnership of Prologis, L.P., dated as of February 27, 2014 (incorporated by reference to Exhibit 3.1 to Prologis’ Current Report on Form 8-K filed on February 27, 2014).
|
3.7 |
|
Second Amendment to the Thirteenth Amended and Restated Agreement of the Limited Partnership of Prologis, L.P., dated as of October 7, 2015 (incorporated by reference to Exhibit 3.1 to Prologis’ Current Report on Form 8-K filed on October 13, 2015).
|
3.8 |
|
Amended and Restated Certificate of Limited Partnership of the Operating Partnership (incorporated by reference to Exhibit 3.7 to Prologis’ Current Report on Form 8-K filed on June 8, 2011).
|
3.9 |
|
Articles Supplementary, dated as of April 3, 2014 (incorporated by reference to Exhibit 3.1 to Prologis’ Current Report on Form 8-K filed on April 3, 2014).
|
3.10 |
|
Third Amendment to Thirteenth Amended and Restated Agreement of Limited Partnership of Prologis, L.P. (incorporated by reference to Exhibit 3.1 to Prologis’ Current Report on Form 8-K filed on February 4, 2020).
|
3.11 |
|
Prologis, Inc. Articles of Amendment, dated as of May 4, 2020 (incorporated by reference to Exhibit 3.1 to Prologis’ Current Report on Form 8-K filed on May 4, 2020).
|
3.12 |
|
Fourth Amendment to Thirteenth Amended and Restated Agreement of Limited Partnership of Prologis, L.P., dated as of April 27, 2023 (incorporated by reference to Exhibit 3.1 to Prologis' Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 filed on April 28, 2023).
|
3.13 |
|
Prologis, Inc. Articles of Amendment, dated as of May 10, 2024 (incorporated by reference to Exhibit 3.1 to Prologis’ Current Report on Form 8-K filed on May 14, 2024).
|
3.14 |
|
Eleventh Amended and Restated Bylaws of Prologis, Inc. (incorporated by reference to Exhibit 3.1 to Prologis’ Current Report on Form 8-K filed on February 21, 2025).
|
4.1† |
|
Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
|
4.2 |
|
Form of Certificate for Common Stock of Prologis (incorporated by reference to Exhibit 4.1 to Prologis’ Registration Statement on Form S-4/A (No. 333-172741) filed on April 12, 2011).
|
4.3 |
|
Form of Certificate for the Series Q Cumulative Redeemable Preferred Stock of Prologis (incorporated by reference to Exhibit 4.2 to Prologis’ Registration Statement on Form S-4/A (No. 333-172741) filed on April 28, 2011).
|
4.4 |
|
Indenture, dated as of June 8, 2011, by and among the Operating Partnership, as issuer, Prologis, as guarantor, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to Prologis’ Registration Statement on Form S-3 (No. 333-177112) filed on September 30, 2011). |
101
Table of Contents
|
|
|
4.5 |
|
Fifth Supplemental Indenture, dated as of August 15, 2013, among Prologis, Inc., Prologis, L.P. and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to Prologis’ Current Report on Form 8-K filed on August 15, 2013).
|
4.6 |
|
Form of Sixth Supplemental Indenture among Prologis, Inc., Prologis, L.P., Elavon Financial Services Limited, UK Branch, Elavon Financial Services Limited and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to Prologis’ Current Report on Form 8-K filed on December 2, 2013).
|
4.7 |
|
Form of Seventh Supplemental Indenture among Prologis, Inc., Prologis, L.P., Elavon Financial Services Limited, UK Branch, Elavon Financial Services Limited and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to Prologis’ Current Report on Form 8-K filed on February 18, 2014).
|
4.8 |
|
Form of Eighth Supplemental Indenture among Prologis, Inc., Prologis, L.P., U.S. Bank National Association and Elavon Financial Services DAC, UK Branch (incorporated by reference to Exhibit 4.1 to Prologis’ Current Report on Form 8-K filed on June 6, 2017).
|
4.9 |
|
Indenture, dated as of August 1, 2018, among Prologis Euro Finance LLC, Prologis, L.P. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Prologis’ Current Report on Form 8-K/A filed on August 1, 2018).
|
4.10 |
|
First Supplemental Indenture, dated as of August 1, 2018, among Prologis Euro Finance LLC, Prologis, L.P., U.S. Bank National Association, as trustee, transfer agent and security registrar and Elavon Financial Services DAC, UK Branch, as paying agent (incorporated by reference to Exhibit 4.2 to Prologis’ Current Report on Form 8-K/A filed on August 1, 2018).
|
4.11 |
|
Form of Indenture, dated as of September 25, 2018, among Prologis Yen Finance LLC, Prologis, L.P. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.9 to Prologis’ Current Report on Form 8-K/A filed on September 24, 2018).
|
4.12 |
|
Form of First Supplemental Indenture, dated as of September 25, 2018, among Prologis Yen Finance LLC, Prologis, L.P., U.S. Bank National Association, as trustee, transfer agent, paying agent and security registrar (incorporated by reference to Exhibit 4.10 to Prologis’ Current Report on Form 8-K/A filed on September 24, 2018).
|
4.13 |
|
Second Supplemental Indenture, dated as of March 26, 2019, among Prologis Yen Finance LLC, Prologis, L.P. and U.S. Bank National Association as trustee, transfer agent, paying agent and security registrar (incorporated by reference to Exhibit 4.1 to Prologis’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 filed on April 23, 2019).
|
4.14 |
|
Form of 3.00% Notes due 2026 (incorporated by reference to Exhibit 4.2 to Prologis’ Current Report on Form 8-K filed on May 28, 2014).
|
4.15 |
|
Form of 2.250% Notes due 2029 (incorporated by reference to Exhibit 4.3 to Prologis’ Current Report on Form 8-K filed on June 6, 2017).
|
4.16 |
|
Form of 3.875% Notes Due 2028 (incorporated by reference to Exhibit 4.1 to Prologis’ Current Report on Form 8-K filed on June 20, 2018).
|
4.17 |
|
Form of 4.375% Notes Due 2048 (incorporated by reference to Exhibit 4.2 to Prologis’ Current Report on Form 8-K filed on June 20, 2018).
|
4.18 |
|
Form of 1.875% Notes Due 2029 (incorporated by reference to Exhibit 4.4 to Prologis’ Current Report on Form 8-K filed on July 31, 2018).
|
4.19 |
|
Form of 0.972% Notes due 2028 (incorporated by reference to Exhibit 4.2 to Prologis’ Current Report on Form 8-K/A filed on September 24, 2018).
|
4.20 |
|
Form of 1.077% Notes due 2030 (incorporated by reference to Exhibit 4.3 to Prologis’ Current Report on Form 8-K/A filed on September 24, 2018).
|
4.21 |
|
Form of 1.470% Notes due 2038 (incorporated by reference to Exhibit 4.4 to Prologis’ Current Report on Form 8-K/A filed on September 24, 2018).
|
4.22 |
|
Form of 1.15% Notes due 2039 (incorporated by reference to Exhibit 4.2 to Prologis’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 filed on April 23, 2019).
|
4.23 |
|
Form of 0.250% Notes due 2027 (incorporated by reference to Exhibit 4.2 to Prologis’ Registration Statement 8-A12B filed on September 10, 2019). |
102
Table of Contents
|
|
|
4.24 |
|
Form of 0.625% Notes due 2031 (incorporated by reference to Exhibit 4.4 to Prologis’ Registration Statement 8-A12B filed on September 10, 2019).
|
4.25 |
|
Form of 1.500% Notes due 2049 (incorporated by reference to Exhibit 4.6 to Prologis’ Registration Statement 8-A12B filed on September 10, 2019).
|
4.26 |
|
Form of Officers’ Certificate related to the 3.00% Notes due 2026 (incorporated by reference to Exhibit 4.1 to Prologis’ Current Report on Form 8-K filed on May 28, 2014).
|
4.27 |
|
Form of Officers’ Certificate related to 2.250% Notes due 2029 (incorporated by reference to Exhibit 4.2 to Prologis’ Current Report on Form 8-K filed on June 6, 2017).
|
4.28 |
|
Form of Officers’ Certificate related to 3.875% Notes Due 2028 (incorporated by reference to Exhibit 4.3 to Prologis’ Current Report on Form 8-K/A filed on June 20, 2018).
|
4.29 |
|
Form of Officers’ Certificate related to 4.375% Notes Due 2048 (incorporated by reference to Exhibit 4.4 to Prologis’ Current Report on Form 8-K/A filed on June 20, 2018).
|
4.30 |
|
Form of Officers’ Certificate related to 0.972% Notes due 2028 (incorporated by reference to Exhibit 4.6 to Prologis’ Current Report on Form 8-K/A filed on September 24, 2018).
|
4.31 |
|
Form of Officers’ Certificate related to 1.077% Notes due 2030 (incorporated by reference to Exhibit 4.7 to Prologis’ Current Report on Form 8-K/A filed on September 24, 2018).
|
4.32 |
|
Form of Officers’ Certificate related to 1.470% Notes due 2038 (incorporated by reference to Exhibit 4.8 to Prologis’ Current Report on Form 8-K/A filed on September 24, 2018).
|
4.33 |
|
Form of Officers’ Certificate related to 1.875% Notes Due 2029 (incorporated by reference to Exhibit 4.3 to Prologis’ Current Report on Form 8-K/A filed on August 1, 2018).
|
4.34 |
|
Form of Officers’ Certificate related to the 1.15% Notes due 2039 (incorporated by reference to Exhibit 4.3 to Prologis’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 filed on April 23, 2019).
|
4.35 |
|
Form of Officers’ Certificate related to the 0.250% Notes due 2027 (incorporated by reference to Exhibit 4.1 to Prologis’ Registration Statement 8-A12B filed on September 10, 2019).
|
4.36 |
|
Form of Officers’ Certificate related to the 0.625% Notes due 2031 (incorporated by reference to Exhibit 4.3 to Prologis L.P.’s Registration Statement 8-A12B filed on September 10, 2019).
|
4.37 |
|
Form of Officers’ Certificate related to the 1.500% Notes due 2049 (incorporated by reference to Exhibit 4.5 to Prologis L.P.’s Registration Statement 8-A12B filed on September 10, 2019).
|
4.38 |
|
Form of Officers’ Certificate related to the 0.375% Notes due 2028 (incorporated by reference to Exhibit 4.1 to Prologis L.P.’s Registration Statement on Form 8-A12B filed on February 10, 2020).
|
4.39 |
|
Form of 0.375% Notes due 2028 (incorporated by reference to Exhibit 4.2 to Prologis L.P.’s Registration Statement on Form 8-A12B filed on February 10, 2020).
|
4.40 |
|
Form of Officers’ Certificate related to the 1.000% Notes due 2035 (incorporated by reference to Exhibit 4.3 to Prologis L.P.’s Registration Statement on Form 8-A12B filed on February 10, 2020).
|
4.41 |
|
Form of 1.000% Notes due 2035 (incorporated by reference to Exhibit 4.4 to Prologis L.P.’s Registration Statement on Form 8-A12B filed on February 10, 2020).
|
4.42 |
|
Form of Officers’ Certificate related to the 3.250% Notes due 2026 (incorporated by reference to Exhibit 4.1 to Prologis L.P.’s Current Report on Form 8-K filed on February 14, 2020).
|
4.43 |
|
Form of 3.250% Notes due 2026 (incorporated by reference to Exhibit 4.2 to Prologis L.P.’s Current Report on Form 8-K filed on February 14, 2020).
|
4.44 |
|
Form of Officers’ Certificate related to the 4.375% Notes due 2029 (incorporated by reference to Exhibit 4.3 to Prologis L.P.’s Current Report on Form 8-K filed on February 14, 2020).
|
103
Table of Contents
4.45 |
|
Form of 4.375% Notes due 2029 (incorporated by reference to Exhibit 4.4 to Prologis L.P.’s Current Report on Form 8-K filed on February 14, 2020).
|
4.46 |
|
Form of Officers’ Certificate related to the 2.125% Notes due 2027 (incorporated by reference to Exhibit 4.5 to Prologis L.P.’s Current Report on Form 8-K filed on February 14, 2020).
|
4.47 |
|
Form of 2.125% Notes due 2027 (incorporated by reference to Exhibit 4.6 to Prologis L.P.’s Current Report on Form 8-K filed on February 14, 2020).
|
4.48 |
|
Form of Officers’ Certificate related to the 2.250% Notes due 2030 (incorporated by reference to Exhibit 4.7 to Prologis L.P.’s Current Report on Form 8-K filed on February 14, 2020).
|
4.49 |
|
Form of 2.250% Notes due 2030 (incorporated by reference to Exhibit 4.8 to Prologis L.P.’s Current Report on Form 8-K filed on February 14, 2020).
|
4.50 |
|
Form of Officers’ Certificate related to the 3.000% Notes due 2050 (incorporated by reference to Exhibit 4.9 to Prologis L.P.’s Current Report on Form 8-K filed on February 14, 2020).
|
4.51 |
|
Form of 3.000% Notes due 2050 (incorporated by reference to Exhibit 4.10 to Prologis L.P.’s Current Report on Form 8-K filed on February 14, 2020).
|
4.52 |
|
Form of Officers’ Certificate related to the 0.589% Notes due 2027 (incorporated by reference to Exhibit 4.1 to Prologis’ Current Report on Form 8-K filed on June 23, 2020).
|
4.53 |
|
Form of 0.589% Notes due 2027 (incorporated by reference to Exhibit 4.2 to Prologis' Current Report on Form 8-K filed on June 23, 2020).
|
4.54 |
|
Form of Officers’ Certificate related to the 0.850% Notes due 2030 (incorporated by reference to Exhibit 4.3 to Prologis’ Current Report on Form 8-K filed on June 23, 2020).
|
4.55 |
|
Form of 0.850% Notes due 2030 (incorporated by reference to Exhibit 4.4 to Prologis' Current Report on Form 8-K filed on June 23, 2020).
|
4.56 |
|
Form of Officers’ Certificate related to the 1.003% Notes due 2032 (incorporated by reference to Exhibit 4.5 to Prologis’ Current Report on Form 8-K filed on June 23, 2020).
|
4.57 |
|
Form of 1.003% Notes due 2032 (incorporated by reference to Exhibit 4.6 to Prologis' Current Report on Form 8-K filed on June 23, 2020).
|
4.58 |
|
Form of Officers’ Certificate related to the 1.222% Notes due 2035 (incorporated by reference to Exhibit 4.7 to Prologis’ Current Report on Form 8-K filed on June 23, 2020).
|
4.59 |
|
Form of 1.222% Notes due 2035 (incorporated by reference to Exhibit 4.8 to Prologis' Current Report on Form 8-K filed on June 23, 2020).
|
4.60 |
|
Form of Officers’ Certificate related to the 1.600% Notes due 2050 (incorporated by reference to Exhibit 4.9 to Prologis’ Current Report on Form 8-K filed on June 23, 2020).
|
4.61 |
|
Form of 1.600% Notes due 2050 (incorporated by reference to Exhibit 4.10 to Prologis' Current Report on Form 8-K filed on June 23, 2020).
|
4.62 |
|
Form of Officers’ Certificate related to the 1.250% Notes due 2030 (incorporated by reference to Exhibit 4.1 to Prologis’ Current Report on Form 8-K filed on August 19, 2020).
|
4.63 |
|
Form of 1.250% Notes due 2030 (incorporated by reference to Exhibit 4.2 to Prologis’ Current Report on Form 8-K filed on August 19, 2020).
|
4.64 |
|
Form of Officers’ Certificate related to the 2.125% Notes due 2050 (incorporated by reference to Exhibit 4.3 to Prologis’ Current Report on Form 8-K filed on August 19, 2020). |
4.65 |
|
Form of 2.125% Notes due 2050 (incorporated by reference to Exhibit 4.4 to Prologis’ Current Report on Form 8-K filed on August 19, 2020).
|
4.66 |
|
Form of Officers’ Certificate related to the 0.500% Notes due 2032 (incorporated by reference to Exhibit 4.1 to Prologis’ Current Report on Form 8-K filed on February 16, 2021). |
104
Table of Contents
|
|
|
4.67 |
|
Form of 0.500% Notes due 2032 (incorporated by reference to Exhibit 4.2 to Prologis' Current Report on Form 8-K filed on February 16, 2021).
|
4.68 |
|
Form of Officers’ Certificate related to the 1.000% Notes due 2041 (incorporated by reference to Exhibit 4.3 to Prologis’ Current Report on Form 8-K filed on February 16, 2021).
|
4.69 |
|
Form of 1.000% Notes due 2041 (incorporated by reference to Exhibit 4.4 to Prologis' Current Report on Form 8-K filed on February 16, 2021).
|
4.70 |
|
Form of Officers’ Certificate related to the 1.625% Notes due 2031 (incorporated by reference to Exhibit 4.1 to Prologis’ Current Report on Form 8-K filed on February 19, 2021).
|
4.71 |
|
Form of 1.625% Notes due 2031 (incorporated by reference to Exhibit 4.2 to Prologis' Current Report on Form 8-K filed on February 19, 2021).
|
4.72 |
|
Form of Officers’ Certificate related to the 0.448% Notes due 2028 (incorporated by reference to Exhibit 4.1 to Prologis’ Current Report on Form 8-K filed on June 28, 2021).
|
4.73 |
|
Form of 0.448% Notes due 2028 (incorporated by reference to Exhibit 4.2 to Prologis' Current Report on Form 8-K filed on June 28, 2021).
|
4.74 |
|
Form of Officers’ Certificate related to the 0.564% Notes due 2031 (incorporated by reference to Exhibit 4.3 to Prologis’ Current Report on Form 8-K filed on June 28, 2021).
|
4.75 |
|
Form of 0.564% Notes due 2031 (incorporated by reference to Exhibit 4.4 to Prologis' Current Report on Form 8-K filed on June 28, 2021).
|
4.76 |
|
Form of Officers’ Certificate related to the 0.885% Notes due 2036 (incorporated by reference to Exhibit 4.5 to Prologis’ Current Report on Form 8-K filed on June 28, 2021).
|
4.77 |
|
Form of 0.885% Notes due 2036 (incorporated by reference to Exhibit 4.6 to Prologis' Current Report on Form 8-K filed on June 28, 2021).
|
4.78 |
|
Form of Officers’ Certificate related to the 1.134% Notes due 2041 (incorporated by reference to Exhibit 4.7 to Prologis’ Current Report on Form 8-K filed on June 28, 2021).
|
4.79 |
|
Form of 1.134% Notes due 2041 (incorporated by reference to Exhibit 4.8 to Prologis' Current Report on Form 8-K filed on June 28, 2021).
|
4.80 |
|
Form of Officers’ Certificate related to the 1.550% Notes due 2061 (incorporated by reference to Exhibit 4.9 to Prologis’ Current Report on Form 8-K filed on June 28, 2021).
|
4.81 |
|
Form of 1.550% Notes due 2061 (incorporated by reference to Exhibit 4.10 to Prologis' Current Report on Form 8-K filed on June 28, 2021).
|
4.82 |
|
Form of Officers’ Certificate related to the 1.000% Notes due 2029 (incorporated by reference to Exhibit 4.3 to Prologis’ Current Report on Form 8-K filed on February 8, 2022).
|
4.83 |
|
Form of 1.000% Notes due 2029 (incorporated by reference to Exhibit 4.4 to Prologis’ Current Report on Form 8-K filed on February 8, 2022).
|
4.84 |
|
Form of Officers’ Certificate related to the 1.500% Notes due 2034 (incorporated by reference to Exhibit 4.5 to Prologis’ Current Report on Form 8-K filed on February 8, 2022).
|
4.85 |
|
Form of 1.500% Notes due 2034 (incorporated by reference to Exhibit 4.6 to Prologis’ Current Report on Form 8-K filed on February 8, 2022).
|
4.86 |
|
Form of Officers’ Certificate related to the 4.625% Notes due 2033 (incorporated by reference to Exhibit 4.1 to Prologis’ Current Report on Form 8-K filed on September 15, 2022).
|
4.87 |
|
Form of 4.625% Notes due 2033 (incorporated by reference to Exhibit 4.2 to Prologis' Current Report on Form 8-K filed on September 15, 2022).
|
4.88 |
|
Form of 3.250% Senior Notes due 2026 (incorporated by reference to Exhibit 4.1 to Prologis' Current Report on Form 8-K filed on October 6, 2022).
|
105
Table of Contents
4.89 |
|
Officers’ Certificate related to the 3.250% Senior Notes due 2026 (incorporated by reference to Exhibit 4.2 to Prologis' Current Report on Form 8-K filed on October 6, 2022).
|
4.90 |
|
Form of 3.375% Senior Notes due 2027 (incorporated by reference to Exhibit 4.3 to Prologis' Current Report on Form 8-K filed on October 6, 2022).
|
4.91 |
|
Officers’ Certificate related to the 3.375% Senior Notes due 2027 (incorporated by reference to Exhibit 4.4 to Prologis' Current Report on Form 8-K filed on October 6, 2022).
|
4.92 |
|
Form of 7.250% Senior Notes due June 2028 (incorporated by reference to Exhibit 4.5 to Prologis' Current Report on Form 8-K filed on October 6, 2022).
|
4.93 |
|
Officers’ Certificate related to the 7.250% Senior Notes due June 2028 (incorporated by reference to Exhibit 4.6 to Prologis' Current Report on Form 8-K filed on October 6, 2022).
|
4.94 |
|
Form of 4.000% Senior Notes due September 2028 (incorporated by reference to Exhibit 4.7 to Prologis' Current Report on Form 8-K filed on October 6, 2022).
|
4.95 |
|
Officers’ Certificate related to the 4.000% Senior Notes due September 2028 (incorporated by reference to Exhibit 4.8 to Prologis' Current Report on Form 8-K filed on October 6, 2022).
|
4.96 |
|
Form of 2.875% Senior Notes due 2029 (incorporated by reference to Exhibit 4.9 to Prologis' Current Report on Form 8-K filed on October 6, 2022).
|
4.97 |
|
Officers' Certificate related to the 2.875% Senior Notes due 2029 (incorporated by reference to Exhibit 4.10 to Prologis' Current Report on Form 8-K filed on October 6, 2022).
|
4.98 |
|
Form of 1.750% Senior Notes due 2030 (incorporated by reference to Exhibit 4.11 to Prologis' Current Report on Form 8-K filed on October 6, 2022).
|
4.99 |
|
Officers’ Certificate related to the 1.750% Senior Notes due 2030 (incorporated by reference to Exhibit 4.12 to Prologis' Current Report on Form 8-K filed on October 6, 2022).
|
4.100 |
|
Form of 1.750% Senior Notes due 2031 (incorporated by reference to Exhibit 4.13 to Prologis' Current Report on Form 8-K filed on October 6, 2022).
|
4.101 |
|
Officers’ Certificate related to the 1.750% Senior Notes due 2031 (incorporated by reference to Exhibit 4.14 to Prologis' Current Report on Form 8-K filed on October 6, 2022).
|
4.102 |
|
Form of 2.250% Senior Notes due 2032 (incorporated by reference to Exhibit 4.15 to Prologis' Current Report on Form 8-K filed on October 6, 2022).
|
4.103 |
|
Officers’ Certificate related to the 2.250% Senior Notes due 2032 (incorporated by reference to Exhibit 4.16 to Prologis' Current Report on Form 8-K filed on October 6, 2022).
|
4.104 |
|
Form of 3.050% Senior Notes due 2050 (incorporated by reference to Exhibit 4.17 to Prologis' Current Report on Form 8-K filed on October 6, 2022).
|
4.105 |
|
Officers’ Certificate related to the 3.050% Senior Notes due 2050 (incorporated by reference to Exhibit 4.18 to Prologis' Current Report on Form 8-K filed on October 6, 2022).
|
4.106 |
|
Ninth Supplemental Indenture, dated as of November 3, 2022, by and among Prologis, L.P., Prologis, Inc. and U.S. Bank Trust Company, National Association (incorporated by reference to Exhibit 4.1 to Prologis' Current Report on Form 8-K filed on November 3, 2022).
|
4.107 |
|
Form of Officers’ Certificate related to the 5.250% Notes due 2031 (incorporated by reference to Exhibit 4.2 to Prologis' Current Report on Form 8-K filed on November 3, 2022).
|
4.108 |
|
Form of 5.250% Notes due 2031 (incorporated by reference to Exhibit 4.3 to Prologis' Current Report on Form 8-K filed on November 3, 2022).
|
4.109 |
|
Form of Officers’ Certificate related to the 1.003% Notes due 2027 (incorporated by reference to Exhibit 4.1 to Prologis’ Current Report on Form 8-K filed on December 1, 2022).
|
4.110 |
|
Form of 1.003% Notes due 2027 (incorporated by reference to Exhibit 4.2 to Prologis' Current Report on Form 8-K filed on December 1, 2022). |
106
Table of Contents
|
|
|
4.111 |
|
Form of Officers’ Certificate related to the 1.323% Notes due 2029 (incorporated by reference to Exhibit 4.3 to Prologis' Current Report on Form 8-K filed on December 1, 2022).
|
4.112 |
|
Form of 1.323% Notes due 2029 (incorporated by reference to Exhibit 4.4 to Prologis' Current Report on Form 8-K filed on December 1, 2022).
|
4.113 |
|
Form of Officers’ Certificate related to the 1.903% Notes due 2037(incorporated by reference to Exhibit 4.5 to Prologis' Current Report on Form 8-K filed on December 1, 2022).
|
4.114 |
|
Form of 1.903% Notes due 2037 (incorporated by reference to Exhibit 4.6 to Prologis' Current Report on Form 8-K filed on December 1, 2022).
|
4.115 |
|
Form of Officers’ Certificate related to the 3.875% Notes due 2030 (incorporated by reference to Exhibit 4.1 to Prologis' Current Report on Form 8-K filed on January 31, 2023).
|
4.116 |
|
Form of 3.875% Notes due 2030 (incorporated by reference to Exhibit 4.2 to Prologis' Current Report on Form 8-K filed on January 31, 2023).
|
4.117 |
|
Form of Officers’ Certificate related to the 4.250% Notes due 2043 (incorporated by reference to Exhibit 4.3 to Prologis' Current Report on Form 8-K filed on January 31, 2023).
|
4.118 |
|
Form of 4.250% Notes due 2043 (incorporated by reference to Exhibit 4.4 to Prologis' Current Report on Form 8-K filed on January 31, 2023).
|
4.119 |
|
Form of Officers’ Certificate related to the 4.750% Notes due 2033 (incorporated by reference to Exhibit 4.1 to Prologis' Current Report on Form 8-K filed on March 30, 2023).
|
4.120 |
|
Form of 4.750% Notes due 2033 (incorporated by reference to Exhibit 4.2 to Prologis' Current Report on Form 8-K filed on March 30, 2023).
|
4.121 |
|
Form of Officers’ Certificate related to the 5.250% Notes due 2053 (incorporated by reference to Exhibit 4.3 to Prologis' Current Report on Form 8-K filed on March 30, 2023).
|
4.122 |
|
Form of 5.250% Notes due 2053 (incorporated by reference to Exhibit 4.4 to Prologis' Current Report on Form 8-K filed on March 30, 2023).
|
4.123 |
|
Form of Officers’ Certificate related to the 4.625% Notes due 2033 (incorporated by reference to Exhibit 4.1 to Prologis' Current Report on Form 8-K filed on May 23, 2023).
|
4.124 |
|
Form of 4.625% Notes due 2033 (incorporated by reference to Exhibit 4.2 to Prologis' Current Report on Form 8-K filed on May 23, 2023).
|
4.125 |
|
Form of Officers’ Certificate related to the 4.875% Notes due 2028 (incorporated by reference to Exhibit 4.1 to Prologis' Current Report on Form 8-K filed on June 28, 2023).
|
4.126 |
|
Form of 4.875% Notes due 2028 (incorporated by reference to Exhibit 4.2 to Prologis' Current Report on Form 8-K filed on June 28, 2023).
|
4.127 |
|
Form of Officers’ Certificate related to the 5.125% Notes due 2034 (incorporated by reference to Exhibit 4.3 to Prologis' Current Report on Form 8-K filed on June 28, 2023).
|
4.128 |
|
Form of 5.125% Notes due 2034 (incorporated by reference to Exhibit 4.4 to Prologis' Current Report on Form 8-K filed on June 28, 2023).
|
4.129 |
|
Form of Officers’ Certificate related to the 5.250% Notes due 2053 (incorporated by reference to Exhibit 4.5 to Prologis' Current Report on Form 8-K filed on June 28, 2023).
|
4.130 |
|
Form of 5.250% Notes due 2053 (incorporated by reference to Exhibit 4.6 to Prologis' Current Report on Form 8-K filed on June 28, 2023).
|
4.131 |
|
Form of Officers’ Certificate related to the 5.000% Notes due 2034 (incorporated by reference to Exhibit 4.1 to Prologis' Current Report on Form 8-K filed on January 25, 2024).
|
107
Table of Contents
4.132 |
|
Form of 5.000% Notes due 2034 (incorporated by reference to Exhibit 4.2 to Prologis' Current Report on Form 8-K filed on January 25, 2024).
|
4.133 |
|
Form of Officers’ Certificate related to the 5.250% Notes due 2054 (incorporated by reference to Exhibit 4.3 to Prologis' Current Report on Form 8-K filed on January 25, 2024).
|
4.134 |
|
Form of 5.250% Notes due 2054 (incorporated by reference to Exhibit 4.4 to Prologis' Current Report on Form 8-K filed on January 25, 2024).
|
4.135 |
|
Form of Officers’ Certificate related to the 4.700% Notes due 2029 (incorporated by reference to Exhibit 4.1 to Prologis' Current Report on Form 8-K filed on March 1, 2024).
|
4.136 |
|
Form of 4.700% Notes due 2029 (incorporated by reference to Exhibit 4.2 to Prologis' Current Report on Form 8-K filed on March 1, 2024).
|
4.137 |
|
Form of Officers’ Certificate related to the 4.000% Notes due 2034 (incorporated by reference to Exhibit 4.1 to Prologis' Current Report on Form 8-K filed on May 7, 2024).
|
4.138 |
|
Form of 4.000% Notes due 2034 (incorporated by reference to Exhibit 4.2 to Prologis' Current Report on Form 8-K filed on May 7, 2024).
|
4.139 |
|
Form of Officers’ Certificate related to the 5.625% Notes due 2040 (incorporated by reference to Exhibit 4.3 to Prologis' Current Report on Form 8-K filed on May 7, 2024).
|
4.140 |
|
Form of 5.625% Notes due 2040 (incorporated by reference to Exhibit 4.4 to Prologis' Current Report on Form 8-K filed on May 7, 2024).
|
4.141 |
|
Form of Officers’ Certificate related to the 5.000% Notes due 2035 (incorporated by reference to Exhibit 4.1 to Prologis' Current Report on Form 8-K filed on July 23, 2024).
|
4.142 |
|
Form of 5.000% Notes due 2035 (incorporated by reference to Exhibit 4.2 to Prologis' Current Report on Form 8-K filed on July 23, 2024).
|
4.143 |
|
Form of Officers’ Certificate related to the 5.250% Notes due 2054 (incorporated by reference to Exhibit 4.3 to Prologis' Current Report on Form 8-K filed on July 23, 2024).
|
4.144 |
|
Form of 5.250% Notes due 2054 (incorporated by reference to Exhibit 4.4 to Prologis' Current Report on Form 8-K filed on July 23, 2024).
|
4.145 |
|
Form of Officers’ Certificate related to the 4.200% Notes due 2033 (incorporated by reference to Exhibit 4.1 to Prologis' Current Report on Form 8-K filed on February 4, 2025).
|
4.146 |
|
Form of 4.200% Notes due 2033 (incorporated by reference to Exhibit 4.2 to Prologis' Current Report on Form 8-K filed on February 4, 2025).
|
4.147 |
|
Form of Officers’ Certificate related to the 4.750% Notes due 2031 (incorporated by reference to Exhibit 4.1 to Prologis' Current Report on Form 8-K filed on May 7, 2025).
|
4.148 |
|
Form of 4.750% Notes due 2031 (incorporated by reference to Exhibit 4.2 to Prologis' Current Report on Form 8-K filed on May 7, 2025).
|
4.149 |
|
Form of Officers’ Certificate related to the 5.250% Notes due 2035 (incorporated by reference to Exhibit 4.3 to Prologis' Current Report on Form 8-K filed on May 7, 2025).
|
4.150 |
|
Form of 5.250% Notes due 2035 (incorporated by reference to Exhibit 4.4 to Prologis' Current Report on Form 8-K filed on May 7, 2025).
|
4.151 |
|
Form of Officers’ Certificate related to the 3.250% Notes due 2032 (incorporated by reference to Exhibit 4.1 to Prologis, Inc.’s Current Report on Form 8-K filed on September 22, 2025).
|
4.152 |
|
Form of 3.250% Notes due 2032 (incorporated by reference to Exhibit 4.2 to Prologis, Inc.’s Current Report on Form 8-K filed on September 22, 2025).
|
4.153 |
|
Form of Officers’ Certificate related to the 3.875% Notes due 2037 (incorporated by reference to Exhibit 4.3 to Prologis, Inc.’s Current Report on Form 8-K filed on September 22, 2025).
|
108
Table of Contents
4.154 |
|
Form of 3.875% Notes due 2037 (incorporated by reference to Exhibit 4.4 to Prologis, Inc.’s Current Report on Form 8-K filed on September 22, 2025).
|
4.155 |
|
Form of Officers' Certificate related to the 3.600% Notes due 2032 (incorporated by reference to Exhibit 4.1 to Prologis, Inc.’s Current Report on Form 8-K filed on October 27, 2025).
|
4.156 |
|
Form of 3.600% Notes due 2032 (incorporated by reference to Exhibit 4.2 to Prologis, Inc.’s Current Report on Form 8-K filed on October 27, 2025).
|
Other debt instruments are omitted in accordance with Item 601(b)(4)(iii)(A) of Registration S-K. Copies of such instruments will be furnished to the Securities and Exchange Commission upon request.
10.1 |
|
Amended and Restated Agreement of Limited Partnership of ProLogis Fraser, L.P., dated as of August 4, 2004 (incorporated by reference to Exhibit 10.1 to the Trust’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004).
|
10.2 |
|
Fifteenth Amended and Restated Agreement of Limited Partnership of Prologis 2, L.P., (f/k/a AMB Property II, L.P.) dated as of February 19, 2010 (incorporated by reference to Exhibit 10.6 to Prologis’ Annual Report on Form 10-K for the year ended December 31, 2009 filed on February 22, 2010).
|
10.3* |
|
Amended and Restated 2002 Nonqualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.2 to Prologis’ Current Report on Form 8-K filed October 4, 2006 and also incorporated by reference to Exhibit 10.2 to the Operating Partnership’s Current Report on Form 8-K filed on October 4, 2006).
|
10.4* |
|
The Amended and Restated 2002 Stock Option and Incentive Plan of AMB Property Corporation and AMB Property, L.P. (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 8-K filed on May 15, 2007 and also incorporated by reference to Exhibit 10.1 to the Operating Partnership’s Current Report on Form 8-K filed on May 15, 2007).
|
10.5* |
|
Prologis Outperformance Plan (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 8-K filed on December 22, 2011).
|
10.6* |
|
Prologis, Inc. 2016 Outperformance Plan (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 8-K filed on August 16, 2016).
|
10.7* |
|
Form of Prologis, Inc. 2016 Outperformance Plan LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.2 to Prologis’ Current Report on Form 8-K filed on August 16, 2016).
|
10.8* |
|
Form of Participation Points and LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 8-K filed on February 27, 2014).
|
10.9* |
|
Second Amended and Restated Prologis Promote Plan (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 8-K filed on August 1, 2014).
|
10.10* |
|
Form of Prologis, Inc. Second Amended and Restated Prologis Promote Plan LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 8-K filed on August 18, 2014).
|
10.11* |
|
Form of Prologis, Inc. Long-Term Incentive Plan LTIP Unit Award Agreement (General) (incorporated by reference to Exhibit 10.3 to Prologis’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 filed on November 4, 2014).
|
10.12* |
|
Form of Prologis, Inc. 2012 Long-Term Incentive Plan Restricted Stock Unit Agreement (LTIP Unit election) (incorporated by reference to Exhibit 10.27 to Prologis’ Annual Report on Form 10-K for the year ended December 31, 2015 filed on February 19, 2016).
|
10.13* |
|
Form of Prologis, Inc. 2012 Long-Term Incentive Plan Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.5 to Prologis’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 filed on November 4, 2014).
|
10.14* |
|
Form of Prologis, Inc. 2012 Long-Term Incentive Plan Restricted Stock Unit Agreement (Bonus exchange) (incorporated by reference to Exhibit 10.6 to Prologis’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 filed on November 4, 2014).
|
10.15* |
|
ProLogis 2006 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Trust’s Current Report on Form 8-K filed on June 2, 2006).
|
109
Table of Contents
10.16* |
|
First Amendment of the ProLogis 2006 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 filed on April 30, 2010).
|
10.17* |
|
Second Amendment of the ProLogis 2006 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Trust’s Current Report on Form 8-K filed on May 19, 2010).
|
10.18* |
|
Third Amendment of the ProLogis 2006 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Trust’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 filed on November 11, 2010).
|
10.19* |
|
Form of Non-Qualified Share Option Award Terms; The Trust 2006 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.25 to the Trust’s Annual Report on Form 10-K for the year ended December 31, 2009 filed on February 19, 2010).
|
10.20* |
|
Form of Restricted Share Award Terms; ProLogis 2006 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.27 to the Trust’s Annual Report on Form 10-K for the year ended December 31, 2009 filed on February 19, 2010).
|
10.21* |
|
Form of Performance Share Award Terms; ProLogis 2006 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.26 to the Trust’s Annual Report on Form 10-K for the year ended December 31, 2009 filed on February 19, 2010).
|
10.22* |
|
ProLogis 2000 Share Option Plan for Outside Trustees (as Amended and Restated Effective as of December 31, 2008) (incorporated by reference to exhibit 10.13 to ProLogis’ Annual Report on Form 10-K for the year ended December 31, 2008 filed on February 27, 2009).
|
10.23* |
|
ProLogis Deferred Fee Plan for Trustees (As Amended and Restated Effective as of May 14, 2010) (incorporated by reference to exhibit 10.3 to ProLogis’ Current Report on Form 8-K filed on May 19, 2010).
|
10.24†
|
|
Form of Indemnification Agreement between Prologis and certain directors and executive officers.
|
10.25* |
|
Form of Restricted Stock Unit Agreement; Prologis, Inc. 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Prologis’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 filed on November 2, 2012).
|
10.26* |
|
Prologis, Inc. 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 8-K filed on May 8, 2012).
|
10.27* |
|
Form of Director Deferred Stock Unit Award terms (incorporated by reference to Exhibit 10.2 to Prologis’ Current Report on Form 8-K filed on May 8, 2012).
|
10.28* |
|
Form of Change of Control and Noncompetition Agreement by and between Prologis, Inc. and its executive officers (incorporated by reference to Exhibit 10.2 to Prologis’ Current Report on Form 8-K filed on August 16, 2013).
|
10.29* |
|
Form of Prologis, Inc. Long-Term Incentive Plan LTIP Unit Award Agreement (General form 2015) (incorporated by reference to Exhibit 10.57 to Prologis’ Annual Report on Form 10-K for the year ended December 31, 2014 filed on February 25, 2015).
|
10.30* |
|
Form of Prologis, Inc. Long-Term Incentive Plan LTIP Unit Award Agreement (Bonus exchange) (incorporated by reference to Exhibit 10.2 to Prologis’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 filed on February 19, 2016).
|
10.31* |
|
Form of Prologis, Inc. Long-Term Incentive Plan LTIP Unit Award Agreement (General form 2016) (incorporated by reference to Exhibit 10.48 to Prologis’ Annual Report on Form 10-K for the year ended December 31, 2015 filed on February 19, 2016).
|
10.32* |
|
Form of Prologis, Inc. Outperformance Plan LTIP Unit Exchange Award Agreement (incorporated by reference to Exhibit 10.58 to Prologis’ Annual Report on Form 10-K for the year ended December 31, 2014 filed on February 25, 2015).
|
10.33* |
|
Form of Prologis, Inc. Long-Term Incentive Plan Equity Exchange Offer LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.59 to Prologis’ Annual Report on Form 10-K for the year ended December 31, 2014 filed on February 25, 2015).
|
10.34* |
|
Amended and Restated Prologis, Inc. 2011 Notional Account Deferred Compensation Plan (incorporated by reference to Exhibit 10.60 to Prologis’ Annual Report on Form 10-K for the year ended December 31, 2014 filed on February 25, 2015).
|
110
Table of Contents
10.35* |
|
Amended and Restated Prologis, Inc. Nonqualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.61 to Prologis’ Annual Report on Form 10-K for the year ended December 31, 2014 filed on February 25, 2015).
|
10.36* |
|
Second Amended and Restated Prologis 2005 Nonqualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.62 to Prologis’ Annual Report on Form 10-K for the year ended December 31, 2014 filed on February 25, 2015).
|
10.37* |
|
Prologis, Inc. 2018 Outperformance Plan (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 8-K filed on January 18, 2018).
|
10.38* |
|
Prologis, Inc. Amended and Restated 2018 Outperformance Plan (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 8-K filed on March 27, 2018).
|
10.39* |
|
Form of Prologis, Inc. 2018 Amendment to Outperformance Plan LTIP Unit Award Agreements (incorporated by reference to Exhibit 10.2 to Prologis’ Current Report on Form 8-K filed on March 27, 2018).
|
10.40* |
|
Amended and Restated Director Deferred Stock Unit Award Terms (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 8-K filed on May 8, 2018).
|
10.41* |
|
Prologis, Inc. Second Amended and Restated 2018 Outperformance Plan (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 8-K filed on August 28, 2018).
|
10.42* |
|
Form of Outperformance Plan LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.2 to Prologis’ Current Report on Form 8-K filed on August 28, 2018).
|
10.43* |
|
Form of LTIP Unit Award Agreement (Bonus Exchange) (incorporated by reference to Exhibit 10.3 to Prologis’ Current Report on Form 8-K filed on August 28, 2018).
|
10.44* |
|
Form of LTIP Unit Award Agreement (Omnibus) (incorporated by reference to Exhibit 10.4 to Prologis’ Current Report on Form 8-K filed on August 28, 2018).
|
10.45* |
|
Form of RSU Agreement (Global) (incorporated by reference to Exhibit 10.5 to Prologis’ Current Report on Form 8-K filed on August 28, 2018).
|
10.46* |
|
Form of RSU Agreement (LTIP Unit Election) (incorporated by reference to Exhibit 10.6 to Prologis’ Current Report on Form 8-K filed on August 28, 2018).
|
10.47* |
|
Letter Agreement, dated as of February 3, 2017, by and between Prologis, Inc. and Hamid R. Moghadam (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 8-K filed on February 3, 2017).
|
10.48 |
|
Term Loan Agreement, dated as of March 4, 2019, among Prologis GK Holdings Y.K., as borrower, Prologis, L.P., as guarantor, the lenders party thereto, and Sumitomo Mitsui Banking Corporation, as Administrative Agent (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 8-K filed on March 6, 2019).
|
10.49 |
|
Guaranty of Payment, dated as of March 4, 2019, between Prologis, L.P., as guarantor, and Sumitomo Mitsui Banking Corporation, as Administrative Agent, for the lenders that are from time to time parties to the Term Loan Agreement dated as of March 4, 2019 (incorporated by reference to Exhibit 10.2 to Prologis’ Current Report on Form 8-K filed on March 6, 2019).
|
10.50* |
|
Amended and Restated Change in Control and Noncompetition Agreement, dated as of April 30, 2019, between Prologis, Inc. and Hamid R. Moghadam (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 8-K filed on May 3, 2019).
|
10.51* |
|
Prologis, Inc. 2020 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 8-K filed on May 4, 2020).
|
10.52* |
|
Form of First Amendment to Amended and Restated Prologis, Inc. 2011 Notional Account Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 8-K filed on September 25, 2020).
|
10.53* |
|
Form of LTIP Unit Award Agreement (Omnibus 2020) (incorporated by reference to Exhibit 10.2 to Prologis’ Current Report on Form 8-K filed on September 25, 2020).
|
10.54* |
|
Form of LTIP Unit Award Agreement (Bonus Exchange 2020) (incorporated by reference to Exhibit 10.3 to Prologis’ Current Report on Form 8-K filed on September 25, 2020).
|
10.55* |
|
Form of Outperformance Plan LTIP Unit Award Agreement for Named Executive Officers (2020) (incorporated by reference to Exhibit 10.4 to Prologis’ Current Report on Form 8-K filed on September 25, 2020). |
111
Table of Contents
|
|
|
10.56* |
|
Form of Outperformance Plan LTIP Unit Award Agreement (General 2020) (incorporated by reference to Exhibit 10.5 to Prologis’ Current Report on Form 8-K filed on September 25, 2020).
|
10.57* |
|
Form of Deferred Compensation LTIP Unit Award Agreement (2020) (incorporated by reference to Exhibit 10.6 to Prologis’ Current Report on Form 8-K filed on September 25, 2020).
|
10.58* |
|
Form of RSU Agreement (Global 2020) (incorporated by reference to Exhibit 10.7 to Prologis’ Current Report on Form 8-K filed on September 25, 2020).
|
10.59* |
|
Form of RSU Agreement (Bonus Exchange 2020) (incorporated by reference to Exhibit 10.8 to Prologis’ Current Report on Form 8-K filed on September 25, 2020).
|
10.60* |
|
Form of RSU Agreement (LTIP Unit Election 2020) (incorporated by reference to Exhibit 10.9 to Prologis’ Current Report on Form 8-K filed on September 25, 2020).
|
10.61 |
|
First Amendment to Term Loan Agreement, dated as of October 1, 2021, among Prologis GK Holdings Y.K, as borrower, Prologis, L.P., as guarantor, the lenders party thereto, and Sumitomo Mitsui Banking Corporation, as Administrative Agent (incorporated by reference to Exhibit 10.2 to Prologis’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 filed on October 26, 2021).
|
10.62* |
|
Third Amended and Restated Prologis Promote Plan (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 8-K filed on December 2, 2021).
|
10.63 |
|
Global Senior Credit Agreement, dated as of June 30, 2022, among Prologis, L.P., various affiliates of Prologis, L.P., various lenders and agents, and Bank of America, N.A., as Global Administrative Agent (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 8-K filed July 6, 2022).
|
10.64* |
|
Form of LTIP Unit Award Agreement (Omnibus 2022) (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 8-K filed on September 27, 2022).
|
10.65* |
|
Form of Third Amended and Restated Prologis 2005 Nonqualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 8-K filed on December 12, 2022).
|
10.66* |
|
Form of Second Amended and Restated Prologis, Inc. 2011 Notional Account Deferred Compensation Plan (incorporated by reference to Exhibit 10.2 to Prologis’ Current Report on Form 8-K filed on December 12, 2022).
|
10.67* |
|
Form of Second Amended and Restated Prologis, Inc. Nonqualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.3 to Prologis’ Current Report on Form 8-K filed on December 12, 2022).
|
10.68* |
|
Prologis Bonus Exchange 2022 LTIP Unit Award Agreement - Advance Grant No Pre-Retirement Election (incorporated by reference to Exhibit 10.83 to Prologis' Annual Report on Form 10-K filed for the year ended December 31, 2022 filed on February 14, 2023).
|
10.69* |
|
Prologis Bonus Exchange 2022 LTIP Unit Award Agreement - Advance Grant Pre-Retirement Election (incorporated by reference to Exhibit 10.84 to Prologis’ Annual Report on Form 10-K for the year ended December 31, 2022 filed on February 14, 2023).
|
10.70* |
|
Form of Change of Control and Noncompetition Agreement by and between Prologis, Inc. and its executive officers (incorporated by reference to Exhibit 10.2 to Prologis’ Current Report on Form 8-K filed on January 5, 2023).
|
10.71* |
|
Form of Amended Agreement Relating to Retirement Eligibility and Vesting of Equity-Based Awards (incorporated by reference to Exhibit 10.2 to Prologis’ Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 filed on July 26, 2023).
|
10.72* |
|
Fourth Amended and Restated Prologis Promote Plan, dated as of June 30, 2023 (incorporated by reference to Exhibit 10.3 to Prologis' Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 filed on July 26, 2023).
|
10.73 |
|
Seventh Amended and Restated Revolving Credit Agreement, dated as of August 25, 2023, among Prologis Marunouchi Finance Investment Limited Partnership, as initial borrower, Prologis, L.P., as guarantor, the lenders listed on the signature pages thereof, and Sumitomo Mitsui Banking Corporation, as Administrative Agent (incorporated by reference to Exhibit 10.1 to Prologis' Current Report on Form 8-K filed on August 31, 2023).
|
10.74 |
|
Guaranty of Payment, dated as of August 25, 2023, between Prologis, L.P., as guarantor, and Sumitomo Mitsui Banking Corporation, as Administrative Agent, for the banks that are from time to time parties to the Seventh Amended and Restated Revolving Credit Agreement (incorporated by reference to Exhibit 10.2 to Prologis' Current Report on Form 8-K filed on August 31, 2023). |
112
Table of Contents
|
|
|
10.75* |
|
Form of Performance Stock Unit Agreement (incorporated by reference to Exhibit 10.1 to Prologis' Current Report on Form 8-K filed January 17, 2024).
|
10.76* |
|
Form of First Amendment to Fourth Amended and Restated Prologis Promote Plan (incorporated by reference to Exhibit 10.2 to Prologis' Current Report on Form 8-K filed on January 17, 2024).
|
10.77 |
|
Amended and Restated Global Senior Credit Agreement, dated as of May 22, 2025, among Prologis, L.P., various affiliates of Prologis, L.P., various lenders and agents, and Bank of America, N.A., as Global Administrative Agent (incorporated by reference to Exhibit 10.1 to Prologis' Current Report on Form 8-K filed May 23, 2025).
|
10.78 |
|
Second Amendment, dated as of May 22, 2025, among Prologis, L.P., various lenders and agents, and Bank of America, N.A., as Global Administrative Agent to the Amended and Restated Global Senior Credit Agreement (incorporated by reference to Exhibit 10.2 to Prologis' Current Report on Form 8-K filed May 23, 2025).
|
10.79*
|
|
Form of Performance Stock Unit Agreement (Cash-Settled Dividend Equivalents) (incorporated by reference to Exhibit 10.1 to Prologis' Current Report on Form 8-K filed on December 5, 2025).
|
10.80*
|
|
Form of Amendment to Amended Agreement Relating to Retirement Eligibility and Vesting of Equity-Based Awards (incorporated by reference to Exhibit 10.2 to Prologis' Current Report on Form 8-K filed on December 5, 2025).
|
10.81†
|
|
Form of Time-Sharing Agreement. |
19.1† |
|
Policy Governing Material, Non-Public Information and the Prevention of Insider Trading.
|
21.1† |
|
Subsidiaries of Prologis, Inc. and Prologis, L.P.
|
22.1† |
|
Subsidiary guarantors and issuers of guaranteed securities.
|
23.1† |
|
Consent of KPMG LLP with respect to Prologis, Inc.
|
23.2† |
|
Consent of KPMG LLP with respect to Prologis, L.P.
|
24.1† |
|
Power of Attorney for Prologis, Inc. (included in signature page of this annual report).
|
24.2† |
|
Power of Attorney for Prologis, L.P. (included in signature page of this annual report).
|
31.1† |
|
Certification of Chief Executive Officer of Prologis, Inc.
|
31.2† |
|
Certification of Chief Financial Officer of Prologis, Inc.
|
31.3† |
|
Certification of Chief Executive Officer for Prologis, L.P.
|
31.4† |
|
Certification of Chief Financial Officer for Prologis, L.P.
|
32.1† |
|
Certification of Chief Executive Officer and Chief Financial Officer of Prologis, Inc., pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2† |
|
Certification of Chief Executive Officer and Chief Financial Officer for Prologis, L.P., pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
97.1 |
|
Policy Relating to Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 19.1 to Prologis' Annual Report on Form 10-K filed for the year ended December 31, 2023).
|
101. INS† |
|
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
|
101. SCH† |
|
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
* Management Contract or Compensatory Plan or Arrangement
† Filed herewith
‡ Prologis has omitted certain schedules and exhibits pursuant to Item 601(b)(2) of Regulation S-K and shall furnish supplementally to the SEC copies of any of the omitted schedules and exhibits upon request by the SEC.
113
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PROLOGIS, INC. |
||
|
|
|
By: |
|
/s/ Daniel S. Letter |
|
|
Daniel S. Letter |
|
|
Chief Executive Officer |
Date: February 13, 2026
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that we, the undersigned officers and directors of Prologis, Inc., hereby severally constitute Daniel S. Letter, Timothy D. Arndt and Deborah K. Briones, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Form 10-K filed herewith and any and all amendments to said Form 10-K, and generally to do all such things in our names and in our capacities as officers and directors to enable Prologis, Inc. to comply with the provisions of the Securities Exchange Act of 1934, and all requirements of the U.S. Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Form 10-K and any and all amendments thereto.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Daniel S. Letter |
|
Chief Executive Officer and Director |
|
February 13, 2026
|
Daniel S. Letter |
|
|
||
|
|
|
|
|
/s/ Timothy D. Arndt |
|
Chief Financial Officer |
|
February 13, 2026 |
Timothy D. Arndt |
|
|
||
|
|
|
|
|
/s/ Lori A. Palazzolo |
|
Managing Director and Chief Accounting Officer |
|
February 13, 2026 |
Lori A. Palazzolo |
|
|
||
|
|
|
|
|
/s/ Hamid R. Moghadam |
|
Executive Chairman |
|
February 13, 2026 |
Hamid R. Moghadam |
|
|
|
|
|
|
|
|
|
/s/ Cristina G. Bita |
|
Director |
|
February 13, 2026 |
Cristina G. Bita |
|
|
||
|
|
|
|
|
/s/ James B. Connor |
|
Director |
|
February 13, 2026 |
James B. Connor |
|
|
|
|
|
|
|
|
|
/s/ George L. Fotiades |
|
Director |
|
February 13, 2026 |
George L. Fotiades |
|
|
||
|
|
|
|
|
/s/ Lydia H. Kennard |
|
Director |
|
February 13, 2026 |
Lydia H. Kennard |
|
|
|
|
|
|
|
|
|
/s/ Irving F. Lyons III |
|
Director |
|
February 13, 2026 |
Irving F. Lyons III |
|
|
||
|
|
|
|
|
/s/ Guy A. Metcalfe |
|
Director |
|
February 13, 2026 |
Guy A. Metcalfe |
|
|
|
|
|
|
|
|
|
/s/ Avid Modjtabai |
|
Director |
|
February 13, 2026 |
Avid Modjtabai |
|
|
|
|
|
|
|
|
|
/s/ David P. O’Connor |
|
Director |
|
February 13, 2026 |
David P. O’Connor |
|
|
|
|
|
|
|
|
|
/s/ Olivier Piani |
|
Director |
|
February 13, 2026 |
Olivier Piani |
|
|
|
|
|
|
|
|
|
/s/ Sarah A. Slusser |
|
Director |
|
February 13, 2026 |
Sarah A. Slusser |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
114
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PROLOGIS, L.P. |
||
By: |
|
Prologis, Inc., its general partner |
|
|
|
By: |
|
/s/ Daniel S. Letter |
|
|
Daniel S. Letter |
|
|
Chief Executive Officer |
Date: February 13, 2026
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that we, the undersigned officers and directors of Prologis, L.P., hereby severally constitute Daniel S. Letter, Timothy D. Arndt and Deborah K. Briones, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Form 10-K filed herewith and any and all amendments to said Form 10-K, and generally to do all such things in our names and in our capacities as officers and directors to enable Prologis, L.P. to comply with the provisions of the Securities Exchange Act of 1934, and all requirements of the U.S. Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Form 10-K and any and all amendments thereto.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Daniel S. Letter |
|
Chief Executive Officer and Director |
|
February 13, 2026 |
Daniel S. Letter |
|
|
|
|
|
|
|
|
|
/s/ Timothy D. Arndt |
|
Chief Financial Officer |
|
February 13, 2026 |
Timothy D. Arndt |
|
|
||
|
|
|
|
|
/s/ Lori A. Palazzolo |
|
Managing Director and Chief Accounting Officer |
|
February 13, 2026 |
Lori A. Palazzolo |
|
|
||
|
|
|
|
|
/s/ Hamid R. Moghadam |
|
Executive Chairman |
|
February 13, 2026 |
Hamid R. Moghadam |
|
|
|
|
|
|
|
|
|
/s/ Cristina G. Bita |
|
Director |
|
February 13, 2026 |
Cristina G. Bita |
|
|
||
|
|
|
|
|
/s/ James B. Connor |
|
Director |
|
February 13, 2026 |
James B. Connor |
|
|
|
|
|
|
|
|
|
/s/ George L. Fotiades |
|
Director |
|
February 13, 2026 |
George L. Fotiades |
|
|
||
|
|
|
|
|
/s/ Lydia H. Kennard |
|
Director |
|
February 13, 2026 |
Lydia H. Kennard |
|
|
|
|
|
|
|
|
|
/s/ Irving F. Lyons III |
|
Director |
|
February 13, 2026 |
Irving F. Lyons III |
|
|
||
|
|
|
|
|
/s/ Guy A. Metcalfe |
|
Director |
|
February 13, 2026 |
Guy A. Metcalfe |
|
|
|
|
|
|
|
|
|
/s/ Avid Modjtabai |
|
Director |
|
February 13, 2026 |
Avid Modjtabai |
|
|
|
|
|
|
|
|
|
/s/ David P. O’Connor |
|
Director |
|
February 13, 2026 |
David P. O’Connor |
|
|
|
|
|
|
|
|
|
/s/ Olivier Piani |
|
Director |
|
February 13, 2026 |
Olivier Piani |
|
|
|
|
|
|
|
|
|
/s/ Sarah A. Slusser |
|
Director |
|
February 13, 2026 |
Sarah A. Slusser |
|
|
|
|
115
FAQ
What is Prologis (PLD) and how does it generate revenue?
How large is Prologis’ logistics real estate portfolio?
Who are Prologis’ largest customers and how concentrated is its revenue?
What are Prologis’ main business segments?
How strong is Prologis’ balance sheet and liquidity position?
What sustainability initiatives has Prologis (PLD) implemented?
How many employees does Prologis have and where are they located?
