Item 8.01 Other Events.
On September 15, 2022, the Operating Partnership
priced an offering of $650,000,000 aggregate principal amount of its 4.625% Notes due 2033 (the “Notes”). In connection with
the offering, the Operating Partnership entered into an Underwriting Agreement, dated September 15, 2022 (the “Underwriting
Agreement”), with BofA Securities, Inc., PNC Capital Markets LLC, SMBC Nikko Securities America, Inc., U.S. Bancorp Investments, Inc.
and the other underwriters named in Schedule A thereto (the “Underwriters”), pursuant to which the Operating Partnership 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 as of June 8, 2011 (the “Base Indenture”), among Prologis, Inc. (the “Parent”), 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 the fifth supplemental indenture, dated as of August 15, 2013 (the Base Indenture, as supplemented by the fifth
supplemental indenture, the “Indenture”).
The net proceeds to the Operating Partnership
from the sale of the Notes, after the Underwriter’s discount and offering expenses, are estimated to be approximately $643.3
million. The Operating Partnership intends to use the net proceeds of the
offering to finance or refinance, in whole or in part, the Eligible Green Project Portfolio (as defined in the prospectus
supplement dated September 15, 2022). Pending such allocation of the net
proceeds to the Eligible Green Project Portfolio, the Operating Partnership or one of its subsidiaries may use the amounts received
from the Notes to repay indebtedness or for other capital management activities.
The Notes will bear interest at a rate
of 4.625% per annum and mature on January 15, 2033. The Notes will be senior unsecured obligations of the Operating Partnership.
At any time prior to October 15, 2032 (the
“Par Call Date”), the Notes will be redeemable in whole at any time or in part from time to time, at the option of the Operating
Partnership, at a redemption price equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed and (ii) the
sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due
if such Notes matured on the Par Call Date (exclusive of interest accrued to the redemption date), determined by discounting to the redemption
date, on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), such principal and interest at the Treasury
Rate plus 20 basis points. In addition, on or after the Par Call Date, the Notes will be redeemable in whole at any time or in part from
time to time, at the Operating Partnership’s option, at a redemption price equal to 100% of the principal amount of the Notes to
be redeemed. In each case, accrued and unpaid interest, if any, will be paid on the Notes 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. 333-267431) that the Operating Partnership, the Parent and certain of their wholly-owned subsidiaries filed with
the Securities and Exchange Commission (the “SEC”) relating to the public offering from time to time of securities of the
Operating Partnership, the Parent and certain of their wholly-owned subsidiaries pursuant to Rule 415 of the Securities Act of 1933,
as amended. In connection with filing with the SEC a definitive prospectus supplement, dated September 15, 2022, and base prospectus,
dated September 15, 2022, relating to the public offering of the Notes, the Operating Partnership is filing the Underwriting Agreement,
the form of the Notes and certain other exhibits with this Current Report on Form 8-K 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.