PLD: Other company developments

Item 8.01. Other Events. On August 4, 2026, Prologis, Inc. (“Prologis” or the “Company”) entered into an underwriting agreement, dated August 4, 2026, among the Company, its operating partnership, Prologis, L.P. (the “Operating Partnership”), and J.P. Morgan Securities LLC and BofA Securities, Inc., as the underwriters (the “Underwriting Agreement”) in connection with an underwritten public offering of 15,000,000 shares of its common stock, $0.01 par value per share (the “Common Stock”), resulting in net proceeds to the Company of approximately $2.1 billion (or approximately $2.4 billion if the underwriters’ option (described below) is exercised in full), in each case after deducting estimated expenses payable by us. The Company also granted the underwriters an option to purchase an additional 2,250,000 shares of Common Stock solely to cover over-allotments made in connection with the offering, which is exercisable for 30 days from the date of the Underwriting Agreement (as defined below). The offering is expected to close on August 5, 2026. The Underwriting Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which the Company and the Operating Partnership have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the Underwriting Agreement, the Company has agreed not to sell or transfer any shares of Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock for 30 days after August 4, 2026 without first obtaining the written consent of J.P. Morgan Securities LLC and BofA Securities, Inc., subject to certain exceptions. A copy of the Underw