安博美股招股说明书(2025-10-03版)

Prologis, Inc. Selling Stockholder ProspectusRelating to Partnership Unit Exchanges and/or Redemptions Common Stock This prospectus supplement relates to the possible issuance and resale from time to time by certainselling stockholders named in this prospectus supplement of 1,627,738 shares of common stock issuableupon exchange of their common limited partnershipunits, including performanceunits, as applicable, inPrologis, L.P. This prospectus supplement also relates to the possible resale from time to time by certain sellingstockholders named in this prospectus supplement of an additional 10,376,231 shares of common stockissuable upon the exchange or redemption of their limited partnershipunits in Prologis, L.P. This registration does not necessarily mean that we will issue any of the shares to the sellingstockholders or that the selling stockholders will offer or sell any of the shares. We will not receive any proceeds from any sale of the shares by the selling stockholders but we haveagreed to pay certain registration expenses. The selling stockholders may offer their shares of common stock through public or private transactions,on or off the New York Stock Exchange, at prevailing market prices, or at privately negotiated prices. Theymay sell the shares of common stock in ordinary brokerage transactions, in block transactions, in privatelynegotiated transactions, pursuant to Rule144 under the Securities Act of 1933, as amended, or otherwise. Ifthe holders sell the shares of common stock through brokers, they expect to pay customary brokeragecommissions and charges. Prologis, Inc. is organized and conducts its operations in a manner which we believe allows Prologis,Inc. to qualify as a real estate investment trust (“REIT”) for federal income tax purposes. To assist Prologis,Inc. in complying with certain federal income tax requirements applicable to REITs, among other purposes,Prologis, Inc.’s charter contains certain restrictions relating to the ownership and transfer of Prologis, Inc.stock, including an ownership limit of 9.8% in value or number (whichever is more restrictive) of Prologis,Inc. common stock. See “Description of Common Stock”, “Description of Preferred Stock” and“Restrictions on Ownership and Transfer of Capital Stock” in the accompanying prospectus. Prologis, Inc.’s common stock is listed on the New York Stock Exchange under the symbol “PLD”. OnSeptember30, 2025, the last reported sales price of Prologis, Inc.’s common stock on the New York StockExchange was $114.52 per share. Investing in our common stock involves risks. See “Risk Factors” beginning on pageS-2of this prospectussupplement and in the documents incorporated by reference in the accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement is truthful or complete. Anyrepresentation to the contrary is a criminal offense. The date of this prospectus supplement is October 1, 2025 ABOUT THIS PROSPECTUS SUPPLEMENTS-1RISK FACTORSS-2PROLOGIS, INC.S-3USE OF PROCEEDSS-4REDEMPTION/EXCHANGE OF COMMON LIMITED PARTNERSHIP UNITS FOR COMMONSTOCKS-5SUPPLEMENTAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONSS-13SELLING STOCKHOLDERSS-15PLAN OF DISTRIBUTIONS-23 Potential investors and selling stockholders should rely only on the information contained orincorporated by reference in this prospectus supplement and any accompanying prospectus. Neither we norany selling stockholders have authorized anyone else to provide different or additional information. We andthe selling stockholders are offering to sell the securities and seeking offers to buy the securities only injurisdictions where offers and sales are permitted. Neither we nor any selling stockholders have authorized any dealer or other person to give any informationor to make any representation other than those contained or incorporated by reference in this prospectussupplement and the accompanying prospectus. Potential investors and selling stockholders must not rely uponany information or representation not contained or incorporated by reference in this prospectus supplement orthe accompanying prospectus. This prospectus supplement and the accompanying prospectus do not constitutean offer to sell or the solicitation of an offer to buy any securities other than the registered securities to whichthey relate, nor do this prospectus supplement and the accompanying prospectus constitute an offer to sell or thesolicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make suchoffer or solicitation in such jurisdiction. Potential investors and selling stockholders should not assume that theinformation contained in this prospectus supplement and the accompanying prospectus is accurate on any datesubsequent to the date set forth on the front of the document or that any information we have incorporated