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Prologis (PLD) underwriters exercise option for 2.25M extra shares, raising $312M

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Prologis, Inc. reports that underwriters J.P. Morgan Securities LLC and BofA Securities, Inc. have exercised their option to purchase an additional 2,250,000 shares of Prologis common stock in connection with the recently completed underwritten offering of 15,000,000 shares, which closed on August 5, 2026. The company expects to receive aggregate net proceeds of approximately $312.2 million from the additional shares, after underwriting discounts but before transaction expenses. The issuance and sale of these additional shares are scheduled to close on August 7, 2026, subject to customary closing conditions, and are being made under Prologis’ effective shelf registration statement and a final prospectus supplement dated August 4, 2026.

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Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Original offering size 15,000,000 shares Recent underwritten common stock offering that closed on August 5, 2026
Underwriters’ additional shares 2,250,000 shares Shares purchased under option in the same offering
Net proceeds from additional shares $312.2 million Aggregate net proceeds after underwriting discount, before expenses
Planned closing date for additional shares August 7, 2026 Scheduled closing for issuance and sale of additional shares
Form type 8-K Current report describing exercise of underwriters’ option
underwritten offering financial
"the Company’s recent underwritten offering of 15,000,000 shares"
An underwritten offering is when a bank or group of banks agrees to buy all of a company's new shares or bonds and then resell them to outside investors, guaranteeing the company will raise a specific amount of money. It matters to investors because it adds certainty that the funding will close while increasing the number of shares or debt in the market, which can lower the price per share and change each existing owner's ownership percentage—think of a wholesaler buying an entire shipment from a maker before it reaches stores.
shelf registration statement regulatory
"offered pursuant to the Company’s effective 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.
underwriting discount financial
"approximately $312.2 million, after the underwriting discount"
The underwriting discount is the fee that investment banks or broker-dealers keep when they buy securities from an issuer and resell them to the public; it’s the difference between the price paid to the company and the public offering price, shown per share or as a percentage. It matters to investors because it reduces the cash the company actually raises and is a cost built into the deal—like a sales commission—so a larger discount can mean higher issuance costs, tighter returns for new investors, and a signal about how much effort underwriters must expend to sell the offering.
forward-looking statements regulatory
"The statements in this document that are not historical facts are forward-looking statements"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Real Estate Investment Trust financial
"maintenance of Real Estate Investment Trust status, tax structuring"
A real estate investment trust (REIT) is a company that owns and manages income-producing properties—like apartment buildings, shopping centers, offices, or warehouses—and is required to pass most of its rental income to shareholders as dividends. Think of it as a shared property owner: instead of buying a whole building, investors buy a slice of a portfolio that pays regular income and can offer exposure to property values and rental markets without direct management. REITs matter to investors for predictable income, diversification, and liquidity compared with owning physical real estate.

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FAQ

What did Prologis (PLD) announce in this Form 8-K?

Prologis announced that underwriters of its recent common stock offering exercised their option to buy 2,250,000 additional shares, generating expected net proceeds of about $312.2 million before transaction expenses, with closing targeted for August 7, 2026.

How many Prologis (PLD) shares were included in the original offering?

The original underwritten offering consisted of 15,000,000 shares of Prologis common stock. That offering closed on August 5, 2026, and the underwriters’ subsequent option exercise relates to additional shares under the same underwriting agreement.

What net proceeds will Prologis (PLD) receive from the additional shares?

From the underwriters’ purchase of 2,250,000 additional shares, Prologis expects aggregate net proceeds of approximately $312.2 million, calculated after the underwriting discount but before estimated transaction expenses associated with the issuance.

When is the closing date for Prologis’ additional share issuance?

The closing for the issuance and sale of the 2,250,000 additional shares of Prologis common stock is expected to occur on August 7, 2026, subject to the satisfaction of customary closing conditions contained in the underwriting agreement.

Under what registration is Prologis (PLD) offering these shares?

All the common stock shares, including the 2,250,000 additional shares, are being offered under Prologis’ effective shelf registration statement on file with the SEC, using a final prospectus supplement dated August 4, 2026 and an accompanying base prospectus.

Who are the underwriters for Prologis’ recent stock offering?

The underwriters are J.P. Morgan Securities LLC and BofA Securities, Inc.. They underwrote the 15,000,000-share offering that closed August 5, 2026 and exercised their option to purchase 2,250,000 additional shares of Prologis common stock.
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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): August 5, 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 2026-08-05
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.

 

On August 5, 2026, Prologis, Inc. (the “Company” or “Prologis”) received notice that J.P. Morgan Securities LLC and BofA Securities, Inc., the underwriters in the Company’s recent underwritten offering of 15,000,000 shares of its common stock, $0.01 par value per share, which closed on August 5, 2026, exercised their right to purchase an additional 2,250,000 shares of common stock pursuant to the option granted to them by the Company in the underwriting agreement relating to the offering. The aggregate net proceeds to the Company from the sale of the additional shares will be approximately $312.2 million, after the underwriting discount, but before estimated transaction expenses. The closing for the issuance and sale of the additional shares will be on August 7, 2026, subject to customary closing conditions.

 

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale is not permitted. All of the shares of common stock are being offered pursuant to the Company’s effective shelf registration statement filed with the Securities and Exchange Commission (the “SEC”). A final prospectus supplement, dated August 4, 2026, and accompanying prospectus relating to the offering has been filed with the SEC, a copy of which may be obtained by visiting the EDGAR database on the SEC’s website at www.sec.gov.

 

FORWARD-LOOKING STATEMENTS

 

The statements in this document 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,” 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 the exercise of the underwriters’ option to purchase additional shares, including expected net proceeds to the Company and the anticipated closing date, 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 and SEGRO plc’s (“SEGRO”) properties; (iv) risks associated with acquisitions, dispositions and development of properties, including those specific to data center development and the integration of the operations of significant real estate portfolios; (v) maintenance of Real Estate Investment Trust status, tax structuring and changes in income tax laws and rates; (vi) availability of financing and capital, the levels of debt that Prologis and SEGRO maintain and their credit ratings; (vii) risks related to Prologis’ and SEGRO’s investments in and management of their 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; (x) risks related to global pandemics; (xi) Prologis’ and SEGRO’s ability to complete the combination on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties relating to satisfying the conditions to the combination; (xii) the effect of the combination on the ability of Prologis and SEGRO to operate their respective businesses and retain and hire key personnel and to maintain favorable business relationships; (xiii) failure to realize the expected benefits or synergies of the combination; (xiv) significant transaction costs and/or unknown or inestimable liabilities; (xv) the risk of shareholder litigation in connection with the combination, including resulting expense or delay; (xvi) the risk that SEGRO’s business will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; (xvii) risks related to future opportunities and plans for the combined company, including the uncertainty of expected future financial performance; (xviii) risks related to the market value of the Prologis common stock to be issued in the combination, including foreign currency exchange rates; (xix) other risks related to the completion of the combination and actions related thereto; and (xx) those additional factors discussed under Part I, Item 1A. Risk Factors in Prologis’ Annual Report on Form 10-K for the year ended December 31, 2025 and in subsequent documents filed with the SEC by us under the heading “Risk Factors.” We undertake no duty to update any forward-looking statements appearing in this document except as may be required by law.

 

 

 

 

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 their behalf by the undersigned hereunto duly authorized.

 

  PROLOGIS, INC.
   
Date: August 6, 2026 By: /s/ Alison Butler
   

Name: Alison Butler

Title: Senior Vice President and Head of Corporate Legal

 

  PROLOGIS, L.P.
By: Prologis, Inc., its general partner
   
Date: August 6, 2026 By: /s/ Alison Butler
   

Name: Alison Butler

Title: Senior Vice President and Head of Corporate Legal

 

 

 

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