Prologis sets up stock offering of up to $5B

The prior equity distribution agreement, entered into on May 5, 2020, is replaced by the new arrangement.

Available on EDGAR 10/30/2026 - 04:39 PM EDT Accepted by SEC EDGAR 10/30/2026 - 04:02 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Prologis, Inc. entered into an equity distribution agreement with Prologis, L.P., managers and forward purchasers, appointing each manager as a sales agent for the issuance and sale of Prologis, Inc. common stock in an at-the-market offering with an aggregate offering price of up to $5,000,000,000. The agreement replaces the company's existing at-the-market program.

The shares will be offered under the company's shelf registration statement, effective August 15, 2025, and a prospectus supplement dated October 30, 2026.

Filing Explained

This agreement sets up up to $5,000,000,000 of sales capacity, not a completed share issuance; if shares are sold, the added shares would increase the share count and reduce existing holders’ ownership percentages, absent offsets.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Aggregate offering price: Up to $5,000,000,000 Common stock par value: $0.01 per share Shelf registration effective date: August 15, 2025 +1 more

4 metrics

Aggregate offering price Up to $5,000,000,000 At-the-market common stock offering

Common stock par value $0.01 per share Prologis, Inc. common stock

Shelf registration effective date August 15, 2025 Registration statement supporting the offering

Prior agreement date May 5, 2020 Date of the equity distribution agreement being replaced

Key Terms

at the market offering, Equity Distribution Agreement, shelf registration statement, Forward Purchaser

4 terms

at the market offering financial

"in an “at the market” offering"

An at-the-market offering is a way a company raises cash by selling newly issued shares directly into the open market at prevailing prices, rather than all at once in a single deal. Think of it like turning a faucet on to drip shares into trading at current prices when needed; it gives the company flexibility to raise funds over time but can dilute existing shareholders and potentially affect the stock price, which investors should monitor.

Equity Distribution Agreement financial

"entered into an Equity Distribution Agreement"

An equity distribution agreement is a formal plan between a company and financial institutions to sell newly issued shares of the company's stock to investors over a period of time. It helps the company raise money gradually, similar to filling a container with water in stages, rather than all at once. For investors, it provides an organized way to buy shares and can influence the stock's supply and price.

shelf registration statement financial

"pursuant to the Company’s shelf registration statement"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

Forward Purchaser financial

"each a “Forward Purchaser”"

A forward purchaser is an investor or firm that signs an agreement to buy a security or asset at a set price on a specified future date, similar to pre-ordering a product today to receive it later. It matters to investors because the contract locks in a future purchase price and creates a binding commitment that can change a company’s future ownership, available shares, or cash flow; if market prices move, the forward purchaser’s gain or loss is determined by that pre-agreed price rather than current market swings.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much stock can PLD sell through its new ATM program?

The agreement covers Prologis, Inc. common stock with an aggregate offering price of up to $5,000,000,000, sold from time to time in an at-the-market offering through the appointed managers.

What happened to Prologis's previous ATM program?

The new agreement replaces and supersedes the equity distribution agreement Prologis entered into on May 5, 2020.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 30, 2026

PROLOGIS, INC.

PROLOGIS, L.P.

(Exact name of registrant as specified in charter)

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

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

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

N/A

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

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

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

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

Emerging growth company ¨

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

Co-Registrant CIK	0001045610
Co-Registrant Amendment Flag	false
Co-Registrant Form Type	8-K
Co-Registrant DocumentPeriodEndDate	2026-10-30
Co-Registrant Written Communications	false
Co-Registrant Solicitating Materials	false
Co-Registrant PreCommencement Tender Offer	false
Co-Registrant PreCommencement Issuer Tender Offer	false
Co-Registrant Entity Emerging Growth Company	false
Co-Registrant AddressLine1	Pier 1
Co-Registrant AddressLine2	Bay 1
Co-Registrant City	San Francisco
Co-Registrant State	California
Co-Registrant ZipCode	94111
Co-Registrant CityAreaCode	415
Co-Registrant LocalPhoneNumber	394-9000

Item 8.01 Other Events.

ATM Program

On October 30, 2026, the Company and Prologis, L.P. (the “Operating Partnership”) entered into an Equity Distribution Agreement (the “Agreement”), which replaces the Company’s existing “at-the-market” program. The Company and the Operating Partnership entered into the Agreement with Academy Securities, Inc., BBVA Securities Inc., BNP Paribas Securities Corp., BNY Mellon Capital Markets, LLC (acting through Academy Securities, Inc., as its sales agent), BofA Securities, Inc., BTIG, LLC, Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc., ING Financial Markets LLC, Jefferies LLC, J.P. Morgan Securities LLC, Loop Capital Markets LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., Nomura Securities International, Inc. (acting through BTIG, LLC, as its sales agent), RBC Capital Markets, LLC, Regions Securities LLC, Samuel A. Ramirez & Company, Inc., Santander US Capital Markets LLC, Scotia Capital (USA) Inc., SMBC Nikko Securities America, Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC (each a “Manager” and, collectively, the “Managers”), and Banco Bilbao Vizcaya Argentaria, S.A., BNP Paribas, Bank of America, N.A., Citibank, N.A., Crédit Agricole Corporate and Investment Bank, Goldman Sachs & Co. LLC, HSBC Bank USA, National Association, Jefferies LLC, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, MUFG Securities EMEA plc, Nomura Global Financial Products, Inc., Royal Bank of Canada, Regions Securities LLC, Banco Santander, S.A., The Bank of New York Mellon, The Bank of Nova Scotia, The Toronto-Dominion Bank, Truist Bank and Wells Fargo Bank, National Association (each, a “Forward Purchaser” and, collectively, the “Forward Purchasers”), pursuant to which each Manager was appointed to act as the sales agent with respect to the issuance and sale from time to time of shares of the Company’s common stock, par value $0.01 per share, having an aggregate offering price of up to $5,000,000,000 (the “Shares”) in an “at the market” offering as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). A copy of the Agreement has been filed as Exhibit 1.1 to this report and is incorporated herein by reference.

The Agreement replaces and supersedes the equity distribution agreement that we entered into with BofA Securities, Inc., BNP Paribas Securities Corp., BNY Mellon Capital Markets, LLC, BTIG, LLC, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc., ING Financial Markets LLC, Jefferies LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., Raymond James & Associates, Inc., Regions Securities LLC, Scotia Capital (USA) Inc., SMBC Nikko Securities America, Inc., SunTrust Robinson Humphrey, Inc., TD Securities (USA) LLC and Wells Fargo Securities, LLC on May 5, 2020.

The Shares will be offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (No. 333-289636) (the “Registration Statement”) that was filed with the U.S. Securities and Exchange Commission (the “SEC”) and became effective on August 15, 2025, and a prospectus supplement, dated October 30, 2026, and the accompanying base prospectus, dated August 15, 2025 (together, the “Prospectus Supplement”). The Company is filing certain exhibits to the Registration Statement as part of this Current Report on Form 8-K. See “Item 9.01 – Financial Statements and Exhibits.” For a more detailed description of the Agreement, see the Prospectus Supplement.

This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Item 9.01. Financial Statements and Exhibits.

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

Exhibit No.		Description
1.1		Equity Distribution Agreement, dated October 30, 2026, among Prologis, Inc., Prologis, L.P., the Managers and the Forward Purchasers.
5.1		Opinion of Venable LLP.
23.1		Consent of Venable LLP (including in its opinion filed as Exhibit 5.1).
104		Cover Page Interactive Data File – the cover page iXBRL tags are embedded within the Inline XBRL document.

SIGNATURES

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

	PROLOGIS, INC.
Date: October 30, 2026	By:	/s/ David Malinger
		Name: David Malinger
		Title: Senior Vice President and Assistant Secretary

	PROLOGIS, L.P.
	By: Prologis, Inc., its general partner
Date: October 30, 2026	By:	/s/ David Malinger
		Name: David Malinger
		Title: Senior Vice President and Assistant Secretary

Filing Exhibits & Attachments

6 documents

Other Documents

• EX-1.1 EXHIBIT 1.1 456.0 KB
• EX-5.1 EXHIBIT 5.1 21.8 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.8 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 27.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 37.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 26.1 KB