Item 8.01 Other Events.
On January 23, 2023, the Company priced an offering
of €600,000,000 aggregate principal amount of its 3.875% Notes due 2030 (the “2030 Notes”) and €650,000,000 aggregate
principal amount of its 4.250% Notes due 2043 (the “2043 Notes” and, together with the 2030 Notes, the “Notes”).
In connection with the offering, the Company and Prologis, L.P. (the “Operating Partnership”) entered into an Underwriting
Agreement, dated January 23, 2023 (the “Underwriting Agreement”), with BNP Paribas, HSBC Bank plc, ING Bank N.V. and J.P.
Morgan Securities plc and the other underwriters named in Schedule A thereto (the “Underwriters”), pursuant to which the Company
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 August 1, 2018 (the “Base Indenture”), among the Company, 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 first
supplemental indenture, dated as of August 1, 2018 (the Base Indenture, as supplemented by the first supplemental indenture, the
“Indenture”).
The net proceeds to the Company from the sale of
the Notes, after the Underwriter’s discounts and offering expenses, are estimated to be approximately €1.2 billion, or $1.3
billion, based on the euro/U.S. dollar rate of exchange as of January 13, 2023. The Company intends to lend or distribute the net proceeds
from the Notes to the Operating Partnership or one of its other subsidiaries. The Operating Partnership expects to use the net proceeds
for general corporate purposes, including to repay, repurchase or tender for other indebtedness.
The 2030 Notes will bear interest at a rate of
3.875% per annum and mature on January 31, 2030. The 2043 Notes will bear interest at a rate of 4.250% per annum and mature on January
31, 2043. The Notes will be senior unsecured obligations of the Company and will be fully and unconditionally guaranteed by the Operating
Partnership.
The 2030 Notes and the 2043 Notes will be redeemable
in whole at any time or in part from time to time, at the option of the Company, at a redemption price equal to the greater of: (i) 100%
of the principal amount of the Notes to be redeemed or (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 October 31, 2029, in the case of the 2030
Notes, or July 31, 2042, in the case of the 2043 Notes (each, the “Applicable Par Call Date” as to the applicable series of
Notes) (in each case exclusive of interest accrued to the redemption date) discounted to the redemption date on an annual basis at the
applicable Comparable Government Rate Bond plus 30 basis points in the case of the 2030 Notes and 35 basis points in the case of the 2043
Notes. In addition, on or after the Applicable Par Call Date, such series of Notes will be redeemable in whole at any time or in part
from time to time, at the Company’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 Company 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 Company 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
January 23, 2023, and base prospectus, dated September 15, 2022, relating to the public offering of the Notes and corresponding guarantees,
the Company and the Operating Partnership are 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.