Prologis (PLD) prices ¥45B senior yen notes across 2030, 2035 and 2041

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Prologis Yen Finance LLC, guaranteed by Prologis, L.P., has priced a multi-tranche yen debt offering. The issuer will sell ¥32.6 billion of 2.527% Notes due December 13, 2030, ¥3.5 billion of 3.389% Notes due December 13, 2035, and ¥8.9 billion of 3.905% Notes due December 13, 2041.

Net proceeds are estimated at approximately ¥44.7 billion, or $280.6 million based on a May 22, 2026 exchange rate, and are earmarked to repay borrowings under Prologis, L.P.’s Japanese yen revolving credit agreement and for general corporate purposes. The notes are senior unsecured obligations of the issuer and are fully and unconditionally guaranteed by Prologis, L.P.

Each series can be redeemed at par plus accrued interest shortly before maturity, and may also be redeemed at par in specified U.S. tax law change scenarios. The governing indenture limits the operating partnership’s ability to incur additional debt and undertake major structural transactions.

Insights

Prologis adds yen debt, refinances revolver, keeps terms conservative.

Prologis Yen Finance LLC is issuing three tranches of senior unsecured yen notes totaling ¥45 billion across 2030, 2035 and 2041 maturities. Coupon levels from 2.527% to 3.905% lock in long-term funding in local currency.

Net proceeds of about ¥44.7 billion (approximately $280.6 million) are designated to repay Japanese yen revolving credit borrowings and for general corporate purposes, shifting some short-term bank debt into long-dated capital markets funding. This is a typical liability-management move.

The notes are fully and unconditionally guaranteed by Prologis, L.P. and governed by an Indenture that restricts additional indebtedness and transformational transactions. Those covenants provide baseline creditor protections while still allowing operational flexibility. Future filings may detail how this issuance affects overall leverage and debt maturity profiles.

8-K Event Classification

3 items: 2.03, 8.01, 9.01

3 items

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

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, and exhibit attachments filed with this report.

Key Figures

2030 Notes size: ¥32,600,000,000 principal 2035 Notes size: ¥3,500,000,000 principal 2041 Notes size: ¥8,900,000,000 principal +5 more

8 metrics

2030 Notes size ¥32,600,000,000 principal 2.527% Notes due December 13, 2030

2035 Notes size ¥3,500,000,000 principal 3.389% Notes due December 13, 2035

2041 Notes size ¥8,900,000,000 principal 3.905% Notes due December 13, 2041

Net proceeds ¥44.7 billion / $280.6 million Estimated net proceeds after costs, based on May 22, 2026 FX

2030 coupon 2.527% per annum Interest rate on 2030 Notes

2035 coupon 3.389% per annum Interest rate on 2035 Notes

2041 coupon 3.905% per annum Interest rate on 2041 Notes

Registration Statement file number 333-289636 Shelf registration used for the notes

Key Terms

Underwriting Agreement, Indenture, senior unsecured obligations, Registration Statement, +2 more

6 terms

Underwriting Agreement financial

"entered into an Underwriting Agreement, dated June 4, 2026"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

Indenture financial

"The Notes are being issued under an indenture, dated September 25, 2018"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

senior unsecured obligations financial

"The Notes will be senior unsecured obligations of the Issuer"

Senior unsecured obligations are loans or bonds that a company promises to pay back with its own money, but without any special guarantees or collateral. If the company runs into financial trouble, these debts are paid after other debts with priority, meaning they are less protected but still important. They matter because they show how risky it is to lend money to a company.

Registration Statement regulatory

"The Notes are being issued pursuant to the Registration Statement (File No. 333-289636)"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

general corporate purposes financial

"and for general corporate purposes"

"General corporate purposes" refer to the broad range of activities and expenses a company can use its funds for to support its overall operations and growth. This can include things like paying bills, investing in new projects, or strengthening its financial position. For investors, understanding this term helps clarify how a company plans to use its resources to sustain and expand its business over time.

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Understanding 8-K Material Events →

06/10/2026 - 09:55 PM

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 4, 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	2026-06-04
Co-Registrant Written Communications	false
Co-Registrant Solicitating Materials	false
Co-Registrant PreCommencement Tender Offer	false
Co-Registrant PreCommencement Issuer Tender Offer	false
Co-Registrant Entity Emerging Growth Company	false
Co-Registrant AddressLine1	Pier 1
Co-Registrant AddressLine2	Bay 1
Co-Registrant City	San Francisco
Co-Registrant State	California
Co-Registrant ZipCode	94111
Co-Registrant CityAreaCode	415
Co-Registrant LocalPhoneNumber	394-9000

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Prologis, L.P. (the “Operating Partnership”) expects that Prologis Yen Finance LLC (the “Issuer”) will close the issuance and sale of the Notes (defined below) on June 11, 2026. The information under Item 8.01 is incorporated herein by reference.

Item 8.01 Other Events.

On June 4, 2026 the Issuer priced an offering of (i) ¥32,600,000,000 aggregate principal amount of its 2.527% Notes due 2030 (the “2030 Notes”), (ii) ¥3,500,000,000 aggregate principal amount of its 3.389% Notes due 2035 (the “2035 Notes”) and (iii) ¥8,900,000,000 aggregate principal amount of its 3.905% Notes due 2041 (the “2041 Notes” and, collectively with the 2030 Notes and the 2035 Notes, the “Notes”). In connection with the offering, the Issuer and the Operating Partnership entered into an Underwriting Agreement, dated June 4, 2026 (the “Underwriting Agreement”), with Mizuho Securities USA LLC, Morgan Stanley & Co. International plc and SMBC Nikko Securities America, Inc. (the “Underwriters”), pursuant to which the Issuer agreed to sell and the Underwriters agreed to purchase the Notes, subject to and upon the terms and conditions set forth therein. A copy of the Underwriting Agreement has been filed as an exhibit to this Current Report and is incorporated herein by reference.

The Notes are being issued under an indenture, dated September 25, 2018 (the “Base Indenture”), among the Issuer, the Operating Partnership and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee, as supplemented by a first supplemental indenture, dated September 25, 2018 (the Base Indenture, as supplemented by the first supplemental indenture, the “Indenture”).

The net proceeds from the sale of the Notes, after the underwriting discount and offering expenses, are estimated to be approximately ¥44.7 billion, or $280.6 million, based on the yen/U.S. dollar rate of exchange as of May 22, 2026, and will be used to repay borrowings under the Operating Partnership’s Japanese yen revolving credit agreement and for general corporate purposes.

The 2030 Notes will bear interest at a rate of 2.527% per annum and mature on December 13, 2030. The 2035 Notes will bear interest at a rate of 3.389% per annum and mature on December 13, 2035. The 2041 Notes will bear interest at a rate of 3.905% per annum and mature on December 13, 2041. The Notes will be senior unsecured obligations of the Issuer and will be fully and unconditionally guaranteed by the Operating Partnership.

On or after November 13, 2030 for the 2030 Notes (one month prior to the maturity date), September 13, 2035 for the 2035 Notes (three months prior to the maturity date), and September 13, 2041 for the 2041 Notes (three months prior to the maturity date), such series of Notes will be redeemable in whole or in part, at the Issuer’s option, at a redemption price equal to 100% of the principal amount of the series of Notes to be redeemed, plus accrued and unpaid interest, if any, on the principal amount being redeemed to, but not including, the redemption date.

The Issuer may also redeem the Notes in whole, but not in part, in the event of certain developments affecting tax law in the United States (or any taxing authority thereof or therein) at a redemption price equal to 100% of the principal amount of the applicable series of Notes to be redeemed, plus accrued and unpaid interest, if any, on the principal amount being redeemed to, but excluding, the redemption date.

The Indenture governing the Notes restricts, among other things, the Operating Partnership’s and its subsidiaries ability to incur additional indebtedness and to merge or consolidate with any other person or sell, assign, transfer, lease, convey or otherwise dispose of substantially all of its assets.

The Notes are being issued pursuant to the Registration Statement (File No. 333-289636) that the Issuer and the Operating Partnership filed with the Securities and Exchange Commission (the “SEC”) relating to the public offering from time to time of securities of the Issuer and the Operating Partnership pursuant to Rule 415 of the Securities Act of 1933, as amended. In connection with filing with the SEC a definitive prospectus supplement, dated June 4, 2026, and base prospectus, dated August 15, 2025, relating to the public offering of the Notes and corresponding guarantees, the Operating Partnership is filing the Underwriting Agreement, the forms of Notes and certain other exhibits with this Current Report as exhibits to such Registration Statement. See “Item 9.01 – Financial Statements and Exhibits.”

This Current Report 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		Underwriting Agreement, dated June 4, 2026, among Prologis Yen Finance LLC, Prologis, L.P., and Mizuho Securities USA LLC, Morgan Stanley & Co. International plc and SMBC Nikko Securities America, Inc.

4.1		Officers’ Certificate related to the 2.527% Notes due 2030.

4.2		Form of 2.527% Notes due 2030.

4.3		Officers’ Certificate related to the 3.389% Notes due 2035.

4.4		Form of 3.389% Notes due 2035.

4.5		Officers’ Certificate related to the 3.905% Notes due 2041.

4.6		Form of 3.905% Notes due 2041.

5.1		Opinion of Mayer Brown LLP.

23.1		Consent of Mayer Brown LLP (included in Exhibit 5.1).

104		Cover Page Interactive Data File – the cover page iXBRL tags are embedded within the Inline XBRL document.

SIGNATURES

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

	PROLOGIS, INC.

Date: June 11, 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: June 11, 2026	By:	/s/ David Malinger
		Name:	David Malinger
		Title:	Senior Vice President and Assistant Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What type of notes did Prologis (PLD) issue in this 8-K?

Prologis Yen Finance LLC issued senior unsecured yen-denominated notes in three series: 2.527% Notes due 2030, 3.389% Notes due 2035 and 3.905% Notes due 2041, all fully and unconditionally guaranteed by Prologis, L.P.

How large is Prologis’ new yen notes offering and what are the coupons?

The issuer priced ¥32.6 billion 2.527% Notes due 2030, ¥3.5 billion 3.389% Notes due 2035, and ¥8.9 billion 3.905% Notes due 2041. Together, the tranches total ¥45 billion in aggregate principal amount across staggered long-term maturities.

How will Prologis (PLD) use the proceeds from the yen notes?

Net proceeds of approximately ¥44.7 billion, or $280.6 million based on a May 22, 2026 exchange rate, will be used to repay borrowings under Prologis, L.P.’s Japanese yen revolving credit agreement and for general corporate purposes, improving debt term structure.

When do Prologis’ new yen notes mature and when can they be redeemed at par?

The 2030 Notes mature December 13, 2030, the 2035 Notes December 13, 2035, and the 2041 Notes December 13, 2041. Each becomes redeemable at 100% of principal plus accrued interest starting about one to three months before its stated maturity date.

What redemption and tax call features apply to Prologis’ yen notes?

On or after specified dates before maturity, each series may be redeemed at 100% of principal plus accrued interest. Additionally, the issuer may redeem any series in whole, but not in part, if certain U.S. tax law changes occur, also at par plus accrued interest.

What covenants govern Prologis’ new yen-denominated notes?

The notes are issued under an Indenture that restricts Prologis, L.P. and its subsidiaries from incurring certain additional indebtedness and from merging, consolidating or disposing of substantially all assets, providing structural protections to noteholders while allowing normal business operations.

Filing Exhibits & Attachments

12 documents

Prologis (PLD) prices ¥45B senior yen notes across 2030, 2035 and 2041

Rhea-AI Filing Summary

Positive

Negative