普洛斯美股招股说明书(2026-08-04版)

15,000,000 Shares Prologis, Inc.Common Stock We are offering 15,000,000 shares of our common stock, par value $0.01 per share, to be sold in thisoffering. We are organized and conduct our operations in a manner which we believe allows us to qualify as areal estate investment trust, or REIT, for federal income tax purposes. To assist us in complying with certainfederal income tax requirements applicable to REITs, among other purposes, our charter contains certainrestrictions relating to the ownership and transfer of our stock, including an ownership limit of 9.8% invalue or number (whichever is more restrictive) of shares of our common stock. See “Description ofCommon Stock” and “Restrictions on Ownership and Transfer of Capital Stock” in the accompanyingprospectus. Our common stock is listed on the New York Stock Exchange, or NYSE, under the symbol “PLD.” Thelast reported sale price of our common stock on the NYSE on August 3, 2026 was $144.15 per share. Investing in our common stock involves risks. See “Risk Factors” beginning on pageS-6hereto and in thedocuments incorporated by reference in this prospectus supplement and the accompanying prospectus. Per ShareTotalPrice to public$$Underwriting discount$$Proceeds to us, before expenses$$(1) (1)Assumes no exercise of the underwriters’ option to purchase additional shares as described below. The underwriters have been granted an option, exercisable in whole or in part from time to time, topurchase up to 2,250,000 additional shares of our common stock at the purchase price described above,within 30 days from the date of this prospectus supplement solely to cover over-allotments made inconnection with this offering. Neither the United States Securities and Exchange Commission nor any other regulatory body hasapproved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectussupplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares to purchasers on or about August, 2026 through thebook-entry facilities of The Depository Trust Company. Joint Book-Running Managers J.P. Morgan BofA Securities TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-1FORWARD-LOOKING STATEMENTSS-1PROSPECTUS SUPPLEMENT SUMMARYS-3THE OFFERINGS-4RISK FACTORSS-6USE OF PROCEEDSS-7UNDERWRITINGS-8LEGAL MATTERSS-16INCORPORATION BY REFERENCES-16 Prospectus PageABOUT THIS PROSPECTUS1CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS1PROLOGIS, INC., PROLOGIS, L.P., PROLOGIS EURO FINANCE LLC, PROLOGIS YENFINANCE LLC AND PROLOGIS STERLING FINANCE LLC3USE OF PROCEEDS3GENERAL DESCRIPTION OF SECURITIES4DESCRIPTION OF COMMON STOCK4DESCRIPTION OF PREFERRED STOCK5RESTRICTIONS ON OWNERSHIP AND TRANSFER OF CAPITAL STOCK10CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS12DESCRIPTION OF CERTAIN PROVISIONS OF THE PARTNERSHIP AGREEMENT OFPROLOGIS, L.P.17DESCRIPTION OF CERTAIN PROVISIONS OF THE PARTNERSHIP AGREEMENT OFPROLOGIS 2, L.P.24DESCRIPTION OF DEBT SECURITIES OF PROLOGIS, L.P.30DESCRIPTION OF DEBT SECURITIES OF PROLOGIS EURO FINANCE LLC50DESCRIPTION OF DEBT SECURITIES OF PROLOGIS YEN FINANCE LLC70DESCRIPTION OF DEBT SECURITIES OF PROLOGIS STERLING FINANCE LLC90UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS110PLAN OF DISTRIBUTION130LEGAL MATTERS132EXPERTS132INCORPORATION OF CERTAIN INFORMATION BY REFERENCE132WHERE YOU CAN FIND MORE INFORMATION133 You should rely only on the information contained in or incorporated by reference into this prospectussupplement, the accompanying prospectus or any applicable free writing prospectus in making a decisionabout whether to invest in our common stock. We have not, and the underwriters have not, authorized anyother person to provide you with different or additional information. If anyone provides you with differentor additional information, you should not rely on it. This prospectus supplement and the accompanyingprospectus do not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in any jurisdiction where it is unlawful to make such offer or solicitation. You should assume that the informationappearing in this prospectus supplement, the accompanying prospectus and the documents incorporated byreference herein or therein is accurate only as of their respective dates or on the date or dates which arespecified in these documents. You should not assume that the information contained or incorporated byreference in this prospectus supplement and the accompanying prospectus is accurate on any date other thantheir respective dates, even though this prospectus supplement and the accompanying prospectus isdelivered or securities are sold on a later date. Our business, financial condition, results of operations andprospects may have changed since that date. Information contained on our internet website does not constitute part of this prospectus supple