Prologis adds Alfred Kelly Jr. to board

Prologis has appointed Alfred F. Kelly, Jr. to its board of directors, effective June 29, 2026.

(Moderate)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Prologis has appointed Alfred F. Kelly, Jr. to its board of directors, effective June 29, 2026. The board determined he is independent under New York Stock Exchange and SEC rules, and he will serve on the Board Governance and Nomination Committee.

Kelly will receive compensation under Prologis’ existing non-employee director compensation program as described in its 2026 proxy statement. He brings extensive leadership experience from roles at Visa, American Express and the New York–New Jersey Super Bowl Host Committee, and currently serves on the boards of Berkshire Partners and General Motors.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Board appointment date: June 29, 2026 Press release date: July 1, 2026 Visa CEO tenure: 2016 to 2023 +3 more

6 metrics

Board appointment date June 29, 2026 Effective date Alfred F. Kelly, Jr. joined Prologis board

Press release date July 1, 2026 Date Prologis announced Kelly’s board appointment

Visa CEO tenure 2016 to 2023 Period Alfred F. Kelly, Jr. served as Visa’s chief executive officer

Visa chairman since 2019 Year Kelly was elected chairman of Visa’s board

Visa executive chairman until 2024 End of Alfred F. Kelly, Jr.’s role as executive chairman at Visa

Advisory Director since 2024 Year Kelly began serving as Advisory Director at Berkshire Partners

Key Terms

independent, Item 404(a) of Regulation S-K, non-employee director compensation program, Audit Committee, +1 more

5 terms

independent regulatory

"The Board determined that Mr. Kelly is independent in accordance with applicable New York Stock Exchange and Securities and Exchange Commission rules"

Item 404(a) of Regulation S-K regulatory

"Mr. Kelly is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K"

non-employee director compensation program financial

"He will receive compensation under Prologis’ non-employee director compensation program, as described in the section titled “Director Compensation”"

Audit Committee financial

"He is also a member of the board of directors of General Motors Company, where he serves on the Audit Committee"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

Risk and Cybersecurity Committee technical

"He is also a member of the board of directors of General Motors Company, where he serves on the Audit Committee and the Risk and Cybersecurity Committee"

FAQ

What did Prologis (PLD) announce about its board of directors?

Prologis announced that Alfred F. Kelly, Jr. has been appointed as a director on its board. The board determined he is independent under New York Stock Exchange and SEC rules, and he will serve on the Board Governance and Nomination Committee.

Who is Alfred F. Kelly, Jr., the new Prologis (PLD) director?

Alfred F. Kelly, Jr. is a veteran executive who served as Visa Inc.’s chief executive officer from 2016 to 2023 and chairman from 2019. He previously held senior roles at American Express and led the New York–New Jersey Super Bowl Host Committee.

When did Alfred F. Kelly, Jr. join the Prologis (PLD) board?

Alfred F. Kelly, Jr. was appointed to the Prologis board on June 29, 2026. The company later issued a press release on July 1, 2026, confirming his appointment and describing his background and expected contributions to the board.

Is Alfred F. Kelly, Jr. considered independent on the Prologis (PLD) board?

Yes, the Prologis board determined that Alfred F. Kelly, Jr. is independent under applicable New York Stock Exchange and SEC rules. The filing also notes he is not involved in related-party transactions requiring disclosure under Item 404(a) of Regulation S-K.

What committee will Alfred F. Kelly, Jr. serve on at Prologis (PLD)?

Alfred F. Kelly, Jr. will serve on Prologis’ Board Governance and Nomination Committee. This role typically involves oversight of board composition, governance policies and director nominations, aligning with his extensive leadership and governance experience at major public companies.

How will Alfred F. Kelly, Jr. be compensated as a Prologis (PLD) director?

He will receive compensation under Prologis’ non-employee director compensation program. The structure of this program is described in the “Director Compensation” section of Prologis’ 2026 definitive proxy statement, which the company has incorporated by reference in the current disclosure.

What other boards does Alfred F. Kelly, Jr. serve on besides Prologis (PLD)?

Alfred F. Kelly, Jr. serves as an Advisory Director at Berkshire Partners and sits on the board of General Motors Company. At General Motors, he serves on both the Audit Committee and the Risk and Cybersecurity Committee, reflecting his governance and risk oversight experience.

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

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Accepted by SEC EDGAR 07/01/2026 - 08:37 AM

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): June 29, 2026

PROLOGIS, INC.

PROLOGIS, L.P.

(Exact name of registrant as specified in charter)


Maryland (Prologis, Inc.) Delaware (Prologis, L.P.)	001-13545 (Prologis, Inc.) 001-14245 (Prologis, L.P.)	94-3281941 (Prologis, Inc.) 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. ☐

Item 5.02.

Departure of Directors or Certain Officers; Election of

Directors

; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 29, 2026, the board of directors (the “Board”) of Prologis, Inc. (“Prologis”) appointed Alfred F. Kelly, Jr. to serve as a director. The Board determined that Mr. Kelly is independent in accordance with applicable New York Stock Exchange and Securities and Exchange Commission rules and regulations. Mr. Kelly is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation

S-K,

and there are no arrangements or understandings between Mr. Kelly and any other person pursuant to which he was selected as a director. Mr. Kelly will join the Board Governance and Nomination Committee. He will receive compensation under Prologis’

non-employee

director compensation program, as described in the section titled “Director Compensation” in Prologis’ definitive proxy statement for its 2026 Annual Meeting of Stockholders, filed on March 19, 2026, which description is incorporated by reference herein.

A copy of the press release announcing the appointment of Mr. Kelly to the Board is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

Item 9.01.

Financial Statements and

Exhibits

(d)

Exhibits


Exhibit No.		Description

99.1		Press Release, dated July 1, 2026

104		Cover Page Interactive Data File (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 their behalf by the undersigned hereunto duly authorized.


	PROLOGIS, INC.

Date: July 1, 2026	By:	/s/ Deborah K. Briones
	Name:	Deborah K. Briones
	Title:	Chief Legal Officer and General Counsel

	PROLOGIS, L.P.
	By: Prologis, Inc., its General Partner

	By:	/s/ Deborah K. Briones
Date: July 1, 2026	Name:	Deborah K. Briones
	Title:	Chief Legal Officer and General Counsel

Exhibit 99.1

FOR IMMEDIATE RELEASE

Prologis Appoints Alfred F. Kelly, Jr. to Board of Directors

SAN FRANCISCO, July 1, 2026 — Prologis, Inc. (NYSE: PLD) today announced that its board of directors appointed Alfred F. Kelly, Jr. as a director of the company.

Kelly served as chief executive officer of Visa Inc. from 2016 to 2023, where he led one of the world’s largest payment technology companies. He was elected chairman of Visa’s board of directors in 2019 and became executive chairman in 2023, serving in that role until 2024.

Prior to Visa, Kelly held senior leadership roles at American Express Company, including president of the company. He also served as president and chief executive officer of the New York–New Jersey Super Bowl Host Committee.

“Al brings broad leadership experience and a strong understanding of technology, risk and global markets,” said Dan Letter, chief executive officer of Prologis. “His perspective will be a valuable addition to our board as we continue to strengthen the business for the future.”

Since 2024, Kelly has served as an Advisory Director at Berkshire Partners. He is also a member of the board of directors of General Motors Company, where he serves on the Audit Committee and the Risk and Cybersecurity Committee.

Kelly holds a Bachelor of Arts in Computer Science from Iona University and a Master of Business Administration from Iona University.

About Prologis

The world runs on logistics. At Prologis, we don’t just lead the industry, we define it. We create the intelligent infrastructure that powers global commerce, seamlessly connecting the digital and physical worlds. From agile supply chains to clean energy solutions, our ecosystems help your business move faster, operate smarter and grow sustainably. With unmatched scale, innovation and expertise, Prologis is a category of one — not just shaping the future of logistics but building what comes next. Learn more at www.Prologis.com.

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

2 documents

Press Releases

EX-99.1 EX-99.1 3.3 KB