Prologis (PLD) 10-K risk factor changes: FY2025 vs FY2024

These risks relate to Prologis as well as our investments in consolidated and unconsolidated entities and include among others, (i) risks related to our global [removed: operations] [added: operations;] (ii) risks related to our business; (iii) risks related to financing and capital; and (iv) risks related to income taxes.

We conduct a significant portion of our business and employ a substantial number of people outside of the U.S. During [removed: 2024,] [added: 2025,] we generated approximately [removed: $688 million] [added: $788 million,] or [removed: 8.4%] [added: 9.0%] of our consolidated [removed: revenues] [added: revenues,] from operations outside the U.S. Circumstances and developments related to international operations that could negatively impact us include, but are not limited to, the following factors:

At December 31, [removed: 2024,] [added: 2025,] approximately [removed: $11.5 billion] [added: $13.7 billion,] or [removed: 12.1%] [added: 13.8%] of our total consolidated [removed: assets] [added: assets,] were invested in a currency other than the U.S. dollar, principally the British pound sterling, Canadian dollar, euro and Japanese yen.

For the year ended December 31, [removed: 2024, $382.7 million] [added: 2025, $432.8 million,] or [removed: 6.3%] [added: 6.6%] of our total consolidated segment [removed: NOI] [added: NOI,] was denominated in a currency other than the U.S. dollar.

See Note [removed: 17] [added: 16] to the Consolidated Financial Statements in Item 8.

[removed: While we endeavor to manage this risk through our hedging and financing activities, a significant change] in the value of the foreign currency of one or more countries where we have a significant investment may have a material adverse effect on our business and, specifically, our U.S. dollar reported financial position and results of operations.

At December 31, [removed: 2024,] [added: 2025,] 30.6% of our consolidated operating properties or [removed: $24.0] [added: $24.7] billion (based on consolidated gross book value, or investment before depreciation) were located in California (Central Valley, San Francisco Bay Area and Southern California markets), which represented [removed: 23.4%] [added: 23.6%] of the aggregate square footage of our operating properties and [removed: 31.8%] [added: 31.9%] of our consolidated operating property NOI.

Our O&M portfolio, which includes our consolidated properties and properties owned by our unconsolidated co-investment ventures, has concentrations of properties in the same markets mentioned above, as well as in markets in [added: Germany,] Japan, [removed: Mexico,] [added: Mexico] and the U.K., and are subject to the economic conditions in those markets.

[removed: The co-investment ventures or third parties who might acquire our properties may need to have] access to debt and equity capital, in the private and public markets, in order to acquire properties from us.

At December 31, [removed: 2024,] [added: 2025,] our top 10 customers accounted for [removed: 15.9%] [added: 16.3%] of our consolidated NER and [removed: 14.3%] [added: 15.2%] of our O&M NER.

[removed: The acquisition of] properties involves risks, including the risk that the acquired property will not perform as anticipated and that any actual costs for rehabilitation, repositioning, renovation and improvements identified in the pre-acquisition due diligence process will exceed estimates.

Additionally, there is, and [removed: it is expected] [added: we expect that] there will continue to be, significant competition for properties that meet our investment criteria as well as risks associated with obtaining financing for acquisition activities.

we may not be able to obtain, or may experience delays in obtaining, all necessary zoning, land-use, building, occupancy and other [removed: governmental permits] [added: permits, authorizations] and [removed: authorizations,] [added: agreements from governmental authorities] or [removed: sufficient,] [added: utilities for our development projects, including as related to obtaining sufficient or] reliable power for our data centers;

At December 31, [removed: 2024,] [added: 2025,] we had investments in co-investment ventures, both public and private, that owned real estate with a gross book value of approximately [removed: $67.3] [added: $73.8] billion.

We have formed publicly traded investment vehicles, such as [removed: NPR] [added: Nippon Prologis REIT, Inc., China AMC Prologis Logistics REIT] and FIBRA Prologis, for which we serve as sponsor or manager.

[removed: These laws] may [removed: impose fines and penalties on building owners or operators who fail to comply with these requirements and may] allow third parties to seek recovery from owners or operators for personal injury associated with exposure to asbestos.

Our business and operations could suffer in the event of system [removed: failures or] [added: failures,] cybersecurity [removed: attacks.][added: attacks or risks associated with AI.]

Despite system redundancy, the implementation of security measures and the existence of a disaster recovery plan for our internal and hosted information technology systems, our systems are vulnerable to damages from any number of sources, including energy blackouts, natural disasters, terrorism, war, [added: adverse impacts of AI,] telecommunication failures and cybersecurity attacks, such as malware, ransomware, or unauthorized access.

Despite training, detection systems and response procedures, an increase in email attacks (phishing and business email compromise) [added: and the rise in use of AI tools] may create disruption to our business, financial and reputational risk.

Certain losses, however, including losses from [removed: floods,] earthquakes, acts of war, acts of terrorism or riots and pandemics, generally are not insured against or not fully insured against because it is not deemed economically feasible or prudent to do so.

[added: These short-term] borrowing needs could result from differences in timing between the actual receipt of cash and inclusion of income for federal income tax purposes, or the effect of nondeductible capital expenditures, the creation of reserves or required debt or amortization payments.

[removed: Our credit ratings at] [added: At] December 31, [removed: 2024] [added: 2025, our credit ratings] were A from Standard [removed: &] [added: and] Poor's [removed: with a stable outlook] and [removed: A3] [added: A2] from [removed: Moody's] [added: Moody's, both] with [removed: a positive outlook.][added: stable outlooks.]

A securities rating is not a recommendation to buy, sell or hold securities and [removed: is subject to revision] [added: may be revised] or [removed: withdrawal] [added: withdrawn] at any time by the [removed: rating organization.][added: issuing agency.]

[added: Historically, we have satisfied these distribution requirements] by making cash distributions to our stockholders, but we may choose to satisfy these requirements by making distributions of [removed: cash] [added: cash, stock] or other [removed: property, including, in limited circumstances, our own stock.][added: property.]

[removed: If such subsidiary REIT were to fail to qualify] as a REIT, and certain relief provisions did not apply, it would be treated as a regular taxable corporation and its income would be subject to U.S. federal income tax.

changes in technological advances, including the increasing adoption of AI;

While we endeavor to manage this risk through our hedging and financing activities, a significant change

The co-investment ventures or third parties who might acquire our properties may need to have

The acquisition of

we may incur higher construction and other costs for our development projects, due primarily to this inflationary environment, along with the evolving technological demands for data centers, which are more power-intensive, or additional costs related to regulation that exceed our estimates and projects may not be completed, delivered or stabilized as planned due to defects or other issues;

even if power is secured for our data center developments, unanticipated disruptions to the supply of such power (including initial delivery delays) or increases in the cost of such power due to impacts from local regulatory changes, availability of fuel sources, or natural disasters, could impact our ability to lease or sell such assets as intended;

These laws may impose fines and penalties on building owners or operators who fail to comply with these requirements and

If such subsidiary REIT were to fail to qualify

we may incur higher construction costs, due primarily to this inflationary environment, or additional costs related to regulation that

exceed our estimates and projects may not be completed, delivered or stabilized as planned due to defects or other issues;

These short-term

Historically, we have satisfied these distribution requirements

A discussion regarding our financial condition and results of operations for [removed: 2024] [added: 2025] compared to [removed: 2023] [added: 2024] is presented below.

Information on [removed: 2022] [added: 2023] is included in graphs only to show year over year trends in our results of operations and operating metrics.

Our financial condition for [removed: 2022,] [added: 2023,] results of operations for [removed: 2022,] [added: 2023,] and [removed: 2023] [added: 2024] compared to [removed: 2022 and details on the acquisition of Duke Realty Corporation and Duke Realty Limited Partnership (collectively "Duke" or the "Duke Transaction") is] [added: 2023 are] referenced throughout this document and can be found under Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, which is incorporated by reference herein to our Annual Report on [Form [removed: 10-K](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001045609/000095017024014539/pld-20231231.htm)] [added: 10-K](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001045609/000095017025021272/pld-20241231.htm)] for the fiscal year ended December 31, [removed: 2023,] [added: 2024,] filed with the SEC on February [removed: 13, 2024,] [added: 14, 2025,] and is available on the SEC’s website at www.sec.gov and our Investor Relations website at ir.prologis.com.

This lease mark-to-market [removed: has] remained meaningfully positive [added: at 18% (on an NER and our share basis),] despite recent quarters of [removed: lower] [added: lower,] or [removed: even negative] [added: in some cases negative,] market rental [removed: growth due to] [added: growth, reflecting] the [removed: compounded nature of market] [added: accumulated] rent [removed: growth.][added: growth embedded in our in-place leases that remains to be realized.]

[removed: Our] [added: These factors contributed to occupancy in our] operating portfolio [removed: occupancy was 95.8%] [added: of 95.6%] at December 31, [removed: 2024] [added: 2025,] and rent change on leases that commenced during the year [removed: was 68.7%,] [added: of 50.1%] on a net effective basis, both metrics based on our ownership share.

We completed the following significant activities in [removed: 2024,] [added: 2025,] as described in the Notes to the Consolidated Financial Statements:

We generated net proceeds of [removed: $4.8] [added: $2.7] billion and realized net gains [added: on real estate transactions] of [removed: $1.3 billion,] [added: $944 million,] principally from the contribution of properties [added: we developed] to [added: our] unconsolidated co-investment ventures in the U.S. and Europe and sales [removed: of non-strategic properties] to third parties in the [removed: U.S.][added: U.S., including a data center.]

At December 31, [removed: 2024,] [added: 2025,] we had total available liquidity of [removed: $7.4] [added: $7.6] billion, including [removed: borrowing] [added: available] capacity on our credit facilities of [removed: $6.1] [added: $6.5] billion and unrestricted cash balances of [removed: $1.3] [added: $1.1] billion.

At December 31, [removed: 2024,] [added: 2025,] our total debt was [removed: $30.9] [added: $35.0] billion with a weighted average [removed: maturity] [added: term] of 9 years and an effective interest rate of [removed: 3.1%.][added: 3.2%.]

In [removed: March 2024,] [added: June 2025,] we established [removed: a] [added: an additional] commercial paper program, under which we may issue, repay and re-issue short-term unsecured commercial paper notes (“CPNs”) denominated in [added: British pound sterling, euros or] U.S. [removed: dollars.][added: dollars in an aggregate amount of up to €1.0 billion (or its equivalent in other currencies).]

At any point in time, we are required to maintain available commitments under our credit facilities in an amount at least equal to the [added: amount of the] CPNs outstanding.

| | | | [removed: |] Aggregate Principal | | | | | | | | [added: |] Issuance Date Weighted Average | | | | | | | |

| | Issuance Date | | [removed: |] Borrowing Currency | | | | [added: |] USD (1) | | | | Interest Rate | | [removed: Years] [added: Term (Years)] | | | | | Maturity Dates |

| | (1) The exchange rate used to calculate into U.S. dollars was the spot rate at the settlement [removed: date of each issuance.] [added: date.] | | | | | | | | | | | | | | | | | | |

| Rental revenues | | $ | [removed: 7,515] [added: 8,159] | | | $ | [removed: 6,819] [added: 7,515] | |

| Development management and other revenues | | | [removed: 14] [added: 39] | | | | [removed: 5] [added: 14] | |

| Rental expenses | | | [removed: (1,765] [added: (1,964] | ) | | | [removed: (1,625] [added: (1,765] | ) |

| Other expenses | | | [removed: (47] [added: (46] | ) | | | [removed: (54] [added: (47] | ) |

| Real Estate Segment – NOI | | | [removed: 5,717] [added: 6,188] | | | | [removed: 5,145] [added: 5,717] | |

| Strategic capital revenues | | | [removed: 672] [added: 592] | | | | [removed: 1,200] [added: 672] | |

| Strategic capital expenses | | | [removed: (292] [added: (271] | ) | | | [removed: (385] [added: (292] | ) |

| Strategic Capital Segment – NOI | | | [removed: 380] [added: 321] | | | | [removed: 815] [added: 380] | |

| General and administrative expenses | | | [removed: (419] [added: (469] | ) | | | [removed: (390] [added: (419] | ) |

| Depreciation and amortization expenses | | | [removed: (2,580] [added: (2,626] | ) | | | [removed: (2,485] [added: (2,580] | ) |

| Operating income before gains on real estate transactions, net | | | [removed: 3,098] [added: 3,414] | | | | [removed: 3,085] [added: 3,098] | |

| Gains on dispositions of development properties and land, net | | | [removed: 414] [added: 258] | | | | [removed: 462] [added: 414] | |

| Gains on other dispositions of investments in real estate, net | | | [removed: 904] [added: 686] | | | | [removed: 161] [added: 904] | |

| Operating income | | $ | [removed: 4,416] [added: 4,358] | | | $ | [removed: 3,708] [added: 4,416] | |

See Note [removed: 17] [added: 16] to the Consolidated Financial Statements for more information on our segments and a reconciliation of each reportable segment’s NOI to *Operating Income* and *Earnings Before Income Taxes.*

We allocate the costs of our property management and [added: leasing functions to the Strategic Capital Segment through]

[removed: leasing functions] [added: *Strategic Capital Expenses* and] to the Real Estate Segment through *Rental Expenses* [removed: and the Strategic Capital Segment through *Strategic Capital Expenses,*] both in the Consolidated Financial Statements, based on the square footage of the relative portfolios.

| Real Estate Segment – NOI | | $ | [removed: 5,717] [added: 6,188] | | | $ | [removed: 5,145] [added: 5,717] | |

The [removed: $572] [added: $471] million change in Real Estate Segment (“RES”) NOI in [removed: 2024] [added: 2025] compared to [removed: 2023,] [added: 2024,] was impacted by the following activities (in millions):

[removed: ][added: ]

We calculate changes in NOI from development completions period over period by comparing the change in NOI generated on the pool of developments that completed on or after January 1, [removed: 2023] [added: 2024] through December 31, [removed: 2024.][added: 2025.]

| [removed: ] [added: ] |

| Number of new development buildings started during the period | | | [removed: 26] [added: 41] | | | | [removed: 55] [added: 26] | |

| Square feet | | | [removed: 7] [added: 15] | | | | [removed: 13] [added: 7] | |

| TEI | | $ | [removed: 1,235] [added: 2,943] | | | $ | [removed: 3,361] [added: 1,235] | |

Summary of 2025

Our operating results and leasing activity remained resilient in 2025, with performance strengthening as the year progressed, despite economic disruption related to tariff policy proposals announced in April.

Leasing activity in our consolidated portfolio remained healthy, supported by improved customer sentiment and market conditions, with 112 million square feet of new leases signed during the year (228 million square feet on an O&M basis).

Our results during 2025 continued to reflect the favorable mark-to-market of our existing leases, reflecting increases in market rents over the past several years.

As a result, rent change on rollover and same-store growth in our O&M portfolio remained strong.

Demand conditions were also evident in our development activity.

We focused on starting build-to-suit projects during 2025 and commenced $2.9 billion of consolidated development projects, of which 60.9% were build-to-suit projects.

While we believe we are well-positioned for long-term revenue growth, supported by embedded rent growth in our in-place portfolio and our development pipeline, the potential impact of ongoing economic uncertainty on our business, future financial condition and operating results remains difficult to predict.

In December, we listed China AMC Prologis Logistics REIT ("Prologis C-REIT") on the Shenzhen Stock Exchange.

The Prologis C-REIT purchased properties from our open-ended venture in China.

At December 31, 2025, we owned 20.7% of the venture.

In May 2025, we amended and restated one of our global credit facilities while maintaining its existing borrowing capacity of $3.0 billion and extending the maturity date to June 2029, with an option to extend to June 2030.

We issued $3.4 billion of senior notes with an issuance date weighted average interest rate of 4.2% and weighted average term of 8 years (principal in millions):

| | February | | C$ | | 750 | | | $ | 520 | | | 4.2% | | | 8.0 | | | | February 2033 |

| | May | | $ | | 1,250 | | | $ | 1,250 | | | 5.1% | | | 8.3 | | | | January 2031 – May 2035 |

| | September | | € | | 1,000 | | | $ | 1,178 | | | 3.6% | | | 9.5 | | | | September 2032 – 2037 |

| | October | | C$ | | 700 | | | $ | 501 | | | 3.6% | | | 6.3 | | | | February 2032 |

| | Total | | | | | | | $ | 3,449 | | | 4.2% | | | 8.4 | | | | |

| | | 2025 | | | | 2024 | | |

*Expenses,* both in the Consolidated Financial Statements, based on the square footage of the relative portfolios.

| | | 2025 | | | | 2024 | | |

| Rental revenues | | $ | 8,159 | | | $ | 7,515 | |

| Development management and other revenues | | | 39 | | | | 14 | |

| Rental expenses | | | (1,964 | ) | | | (1,765 | ) |

| Other expenses | | | (46 | ) | | | (47 | ) |

| | | 2025 | | | | 2024 | | |

| | | 2025 | | | | 2024 | | |

| Strategic capital expenses | | | (271 | ) | | | (292 | ) |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | 2025 | | | | 2024 | | | | 2025 | | | | 2024 | | | | 2025 | | | | 2024 | | | | 2025 | | | | 2024 | | | | 2025 | | | | 2024 | | |

As a result, expenses recognized in the current period may relate to promote revenues recognized in prior periods.

| | | 2025 | | | | 2024 | | |

Gains on other dispositions of investments in real estate were $686 million and $904 million for 2025 and 2024, respectively, principally from the sales of properties to third parties and the contribution of operating properties to our unconsolidated co-investment venture in the U.S. during both years.

| | 2025 | | | | | | | | | | 2024 | | | | | | | | |

| 2025 | | | | | | | | | | | | | | | | | | | | |

| Rental revenues | | $ | 1,987 | | | $ | 2,026 | | | $ | 2,054 | | | $ | 2,092 | | | $ | 8,159 | |

| Rental expenses | | | (488 | ) | | | (488 | ) | | | (485 | ) | | | (503 | ) | | | (1,964 | ) |

| Property NOI | | $ | 1,499 | | | $ | 1,538 | | | $ | 1,569 | | | $ | 1,589 | | | $ | 6,195 | |

Neither our consolidated results nor those of the co-investment ventures, when viewed individually,

Summary of 2024

Our operating results were strong in 2024, despite the softening of rents and occupancy in our global logistics markets.

Due to increases in market rents over the last several years, our existing lease mark-to-market continued to drive rent change on rollover and same-store growth in our O&M portfolio.

In the near term, our proprietary metrics indicate renewed activity in customer leasing decisions as we entered 2025, despite the current economic and geopolitical environment.

Additionally, we expect our development activity to increase as market conditions warrant.

Overall, we believe we are well-positioned to organically grow revenues over the long-term, as our in-place leases have considerable upside potential to capture the cumulative growth in market rents over the last several years.

We earned promotes from unconsolidated co-investment ventures aggregating $139 million ($43 million net of related strategic capital expenses, which includes stock compensation amortization for promotes earned in prior periods), primarily from the value we created in executing the redevelopment, leasing and sale of a data center in the fourth quarter of 2024.

Our publicly traded vehicle, FIBRA Prologis, completed tender offers to acquire 89.9% of Terrafina, a Mexican FIBRA, through a combination of stock and cash and began consolidating Terrafina, which owned a portfolio of 41 million square feet of industrial real estate properties at December 31, 2024.

As a result, our ownership interest in FIBRA Prologis decreased to 34.6% at December 31, 2024.

In India, we acquired 225 acres of land to support future development opportunities in this new market.

We issued senior notes of $4.2 billion (principal in millions):

| | January | | $ | | 1,250 | | | $ | 1,250 | | | 5.1% | | 17.3 | | | | | March 2034 – 2054 |

| | February | | CN¥ | | 1,500 | | | $ | 211 | | | 3.5% | | 3.0 | | | | | February 2027 |

| | March | | C$ | | 550 | | | $ | 405 | | | 4.7% | | 5.0 | | | | | March 2029 |

| | May | | € | | 550 | | | $ | 592 | | | 4.0% | | 10.0 | | | | | May 2034 |

| | May | | £ | | 350 | | | $ | 439 | | | 5.6% | | 16.0 | | | | | May 2040 |

| | July | | $ | | 1,100 | | | $ | 1,100 | | | 5.1% | | 17.5 | | | | | January 2035 – March 2054 |

| | September | | CN¥ | | 1,350 | | | $ | 190 | | | 3.3% | | 5.0 | | | | | September 2029 |

| | Total | | | | | | | $ | 4,187 | | | 4.8% | | | 13.7 | | | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | 2024 | | | | 2023 | | |

(3)

The increase due to acquisitions is principally due to the additional NOI in 2024 from the $3.1 billion real estate portfolio acquired in the U.S. on June 29, 2023.

Acquisition activity also includes the fair value lease amortization to rental revenues due to in-place leases that were primarily below market at the time of the acquisition.

(4)

The change is primarily due to higher insurance costs from a greater number of weather-related events in 2023.

Development management and other also includes the operating results of our renewable energy assets.

This includes the development of data centers with an aggregate TEI of $0.9 billion, on a consolidated basis.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | 2024 | | | | 2023 | | | | 2024 | | | | 2023 | | | | 2024 | | | | 2023 | | | | 2024 | | | | 2023 | | | | 2024 | | | | 2023 | | | |

For promotes earned prior to January 2024, up to 40% of the third-party portion of promotes earned was awarded to certain employees.

Gains on other dispositions of investments in real estate were $904 million and $161 million for 2024 and 2023, respectively.

The gains recognized in 2024 are primarily from the contribution of operating properties to our unconsolidated co-investment venture in the U.S. and both 2024 and 2023 include the sale of non-strategic properties in the U.S.

| | 2024 | | | | | | | | | | 2023 | | | | | | | | |

During all three years, we experienced a significant increase in net effective rent change due to increasing market rents.

We believe the drivers of property NOI for

| 2023 | | | | | | | | | | | | | | | | | | | | |

| Rental revenues | | $ | 1,634 | | | $ | 1,652 | | | $ | 1,777 | | | $ | 1,756 | | | $ | 6,819 | |

See also Notes 2 and [removed: 15] [added: 14] in the Consolidated Financial Statements in Item 8.

Our sensitivity analysis estimates the exposure to market risk sensitive instruments assuming a hypothetical 10% adverse change in foreign currency exchange rates or interest rates at December 31, [removed: 2024.][added: 2025.]

We primarily [removed: hedge our foreign currency] [added: mitigate this] risk by borrowing in the currencies [removed: in which] [added: where] we [removed: invest thereby providing] [added: invest, creating] a natural hedge.

[removed: Additionally,] [added: In addition,] we [removed: hedge our foreign currency risk by entering into] [added: use] derivative financial instruments, such as foreign currency [removed: contracts, that we designate] [added: contracts designated] as net investment hedges, [removed: as these amounts] [added: which] offset [removed: the] translation adjustments on the [removed: underlying] net assets of our foreign investments.

At December 31, [removed: 2024,] [added: 2025,] after consideration of our ability to borrow in the foreign currencies in which we invest and also derivative and nonderivative financial instruments as discussed in Note [removed: 15] [added: 14] to the Consolidated Financial Statements, we had minimal net equity denominated in a currency other than the U.S. dollar.

For the year ended December 31, [removed: 2024, $602] [added: 2025, $697] million or [removed: 7.3%] [added: 7.9%] of our total consolidated revenue was denominated in foreign currencies.

At December 31, [removed: 2024,] [added: 2025,] we had foreign currency contracts denominated principally in British pound sterling, Canadian dollar, euro and Japanese yen, with an aggregate notional amount of [removed: $1.5] [added: $1.4] billion.

Although the impact to net earnings is mitigated through higher translated U.S. dollar earnings from these currencies, a weakening of the U.S. dollar against these currencies by 10% could result in a [removed: $145] [added: $140] million cash payment on settlement of these contracts.

At December 31, [removed: 2024, $30.2] [added: 2025, $34.5] billion of our debt bore interest at fixed rates and therefore the fair value of these instruments was affected by changes in market interest rates.

At December 31, [removed: 2024, $1.3] [added: 2025, $1.1] billion of our debt bore interest at variable rates.

The following table summarizes the future repayment of debt and scheduled principal payments at December 31, [removed: 2024] [added: 2025] (dollars in millions):

| | [removed: 2025] [added: 2026] | | | | [removed: 2026] [added: 2027] | | | | [removed: 2027] [added: 2028] | | | | [removed: 2028] [added: 2029] | | | | Thereafter | | | | Total | | | | Fair Value | | |

| Weighted average interest rate (1) | | [removed: 3.4] [added: 2.9] | % | | | [removed: 3.4] [added: 2.2] | % | | | [removed: 2.3] [added: 3.2] | % | | | [removed: 3.3] [added: 2.7] | % | | | [removed: 3.2] [added: 3.4] | % | | | 3.2 | % | | | | |

| Credit facilities | $ | \- | | | $ | [removed: 163] [added: 45] | | | $ | [removed: 62] [added: \-] | | | $ | \- | | | $ | \- | | | $ | [removed: 225] [added: 45] | | | $ | [removed: 225] [added: 45] | |

| Secured mortgage debt | | [removed: 45] [added: 49] | | | | \- | | | | \- | | | | \- | | | | \- | | | | [removed: 45] [added: 49] | | | | [removed: 44] [added: 49] | |

The weighted average interest rates represent the effective interest rates (including amortization of debt issuance costs and noncash premiums and discounts) at December 31, [removed: 2024] [added: 2025] for the debt outstanding and include the impact of designated interest rate [removed: swaps,] [added: contracts,] which effectively fix the interest rate on certain variable rate debt.

At December 31, [removed: 2024,] [added: 2025,] the weighted average effective interest rate on our variable rate debt was [removed: 2.9%,] [added: 3.0%,] which was calculated using an average balance on our credit facilities throughout the year and our other variable rate debt balances at December 31, [removed: 2024.][added: 2025.]

On the basis of our sensitivity analysis, a 10% increase in interest rates on our average outstanding variable rate debt balances would result in additional annual interest expense of [removed: $5] [added: $4] million for the year ended December 31, [removed: 2024,] [added: 2025,] which equates to a change in interest rates of [removed: 29] [added: 30] basis points on our average outstanding variable rate debt balances and 1 basis point on our average total debt balances.

| Fixed rate debt | $ | 1,177 | | | $ | 2,034 | | | $ | 2,628 | | | $ | 3,430 | | | $ | 25,225 | | | $ | 34,494 | | | $ | 31,959 | |

| Term loans | | 689 | | | | 8 | | | | 80 | | | | \- | | | | 213 | | | | 990 | | | | 990 | |

| Total variable rate debt | $ | 738 | | | $ | 53 | | | $ | 80 | | | $ | \- | | | $ | 213 | | | $ | 1,084 | | | $ | 1,084 | |

| Fixed rate debt | $ | 261 | | | $ | 1,469 | | | $ | 1,948 | | | $ | 2,552 | | | $ | 23,936 | | | $ | 30,166 | | | $ | 27,330 | |

| Senior notes | | \- | | | | \- | | | | \- | | | | \- | | | | \- | | | | \- | | | | \- | |

| Term loans | | 209 | | | | 542 | | | | \- | | | | 64 | | | | 199 | | | | 1,014 | | | | 1,012 | |

| Total variable rate debt | $ | 254 | | | $ | 705 | | | $ | 62 | | | $ | 64 | | | $ | 199 | | | $ | 1,284 | | | $ | 1,281 | |

Prologis is the global leader in logistics real [removed: estate with a focus on] [added: estate, operating in] high-barrier, [removed: high growth markets.][added: high-growth markets across 20 countries on four continents.]

We believe these factors will [removed: sustain] [added: continue to support] demand [added: for logistics space] and [added: relatively] low vacancy rates over the long term.

Our teams actively manage our portfolio by [removed: providing] [added: delivering] comprehensive real estate services, including leasing, property management, development, [removed: acquisitions] [added: acquisition] and [removed: dispositions.][added: disposition expertise.]

We invest significant capital into new [removed: logistics] properties through [removed: acquisitions] [added: acquisition] and development activity, including [removed: both built-to-suit and] [added: build-to-suit development,] speculative development and redevelopment of properties into industrial properties and data centers.

Proceeds from property dispositions, [removed: generally achieved by contributing] [added: typically through contributions of] newly developed properties to our co-investment [removed: ventures and selling] [added: ventures, data center sales or sales] of non-strategic [removed: properties] [added: assets] to third parties, [removed: enable] [added: allow] us to recycle capital back into our ongoing investment [removed: activities.][added: activities, providing the ability to realize long-term value creation.]

While the majority of our properties in the U.S. are wholly owned, we [added: also] hold [removed: a] significant ownership interest in properties both in the U.S. and internationally through our investment in co-investment ventures.

Partnering with many of the world’s largest institutional investors through co-investment ventures [added: broadens our access to capital, and] allows us to expand our investment [removed: capacity,] [added: capacity and] enhance and diversify our [removed: real estate returns and mitigate] [added: returns, while mitigating] our exposure to foreign currency movements.

Our scale and customer-focused strategy have [removed: compelled] [added: driven] us to expand the services we [removed: provide.][added: offer.]

Our 1.3 billion square foot portfolio [removed: has provided] [added: serves as] the foundation [removed: upon which we have built] [added: for] a [added: comprehensive] platform of solutions [removed: to] [added: that] address [added: the] challenges [removed: that] our customers face in global fulfillment today.

Through Prologis Essentials, we [removed: provide] [added: deliver] solutions to [removed: meet] [added: support] our customers’ [removed: operations and] [added: operational,] energy and sustainability needs.

Our customer experience teams, proprietary technology and strategic partnerships are [removed: foundational] [added: central] to [removed: all aspects] [added: every aspect] of [removed: our] [added: the] Prologis Essentials [removed: offerings.][added: platform.]

These resources allow us to provide [removed: our] customers with [removed: unique and actionable] [added: differentiated] insights and [removed: tools] [added: infrastructure solutions] to help them [removed: make progress on] [added: advance] sustainability goals and [removed: drive greater efficiency in their operations.][added: improve operational efficiency.]

[removed: Moreover,] [added: In addition,] the principles of [removed: Environmental, Social,] [added: environmental, social] and [removed: Governance (“ESG”)] [added: governance ("ESG")] are [removed: ingrained] [added: embedded] in our business strategy through [removed: our] [added: an] integrated approach to global impact and sustainability, which we believe creates value for our customers, investors, [removed: employees,] [added: employees] and communities.

At December 31, [removed: 2024,] [added: 2025,] we owned or had investments in, on a wholly owned basis or through co-investment ventures, properties and development projects expected to total approximately 1.3 billion square feet across the following geographies:

[removed: ][added: ]

Throughout this discussion, [removed: we reflect] amounts [added: are presented] in [removed: the] U.S. [removed: dollar,] [added: dollars,] our reporting currency.

[removed: |  |][added: ]

NOI from the Real Estate Segment is calculated directly from the Consolidated Financial Statements as *Rental Revenues* and *Development Management and Other Revenues* less *Rental Expenses* and *Other Expenses.* NOI from the Strategic Capital Segment is calculated directly from the Consolidated Financial Statements as *Strategic Capital Revenues* less *Strategic Capital [removed: Expenses.*][added: Expenses*.]

A developed property moves into the operating portfolio when it meets our definition of stabilization, which is the earlier of when a property that was developed has been completed for one [removed: year, is contributed to a co-investment venture following completion] [added: year] or is 90% occupied.

[removed: Amounts represent our total expected] investment (“TEI”) upon stabilization, which includes the estimated cost of development or expansion, including land, construction and leasing costs.

For leases [removed: that] commenced [removed: during 2024 within the consolidated operating portfolio,] [added: in 2025,] the weighted average lease term [added: in our consolidated operating portfolio] was [removed: 64] [added: 70] months.

The primary driver of our revenue growth will be the rolling of in-place leases to current market rents [removed: when leases expire, as discussed further below.][added: upon lease expiration.]

We believe our active portfolio management, combined with the skills of our [removed: property, leasing,] [added: property management,] maintenance, energy, sustainability and risk management teams allow us to maximize NOI across our portfolio.

Development. Our development business provides the opportunity to [added: profitably] build modern logistics facilities that address the evolving requirements of our customers while deepening our presence in our target markets.

We believe we have a competitive advantage due to: (i) the strategic locations of our [removed: global land bank] [added: buildings] and [removed: redevelopment sites for the development of future industrial properties or data centers;] [added: land sites;] (ii) the [removed: development] [added: multidisciplinary] expertise of our [removed: local] teams; (iii) the depth of our customer relationships; (iv) our ability to [removed: integrate sustainable design features that provide operational efficiencies for our customers;] [added: secure] and [added: grow access to power;] (v) our procurement capabilities that [removed: allow] [added: enable] us to secure high-demand [added: data center equipment; and (vi) our ability to procure high demand] construction materials at a lower cost.

Successful development [removed: and redevelopment efforts provide significant] [added: projects contribute significantly to] earnings growth as [removed: projects] [added: they] are leased, [removed: generate] [added: begin generating] income and increase the value of our Real Estate Segment.

[removed: Generally,] [added: In general,] we develop properties in the U.S. to hold for the long term or to contribute to our unconsolidated co-investment [removed: venture,] [added: ventures,] and outside the U.S. [added: primarily] to contribute to [removed: our unconsolidated co-investment] [added: these] ventures.

The business is capitalized through private and public equity, [removed: that] [added: and] is comprised of [removed: 95%] [added: 94%] open-ended ventures, long-term ventures and [removed: two] [added: three] publicly traded [removed: vehicles (Nippon] [added: vehicles: (i) Nippon] Prologis REIT, Inc. in [removed: Japan] [added: Japan; (ii) China AMC Prologis Logistics REIT in China;] and [added: (iii)] FIBRA [removed: Prologis, which] [added: Prologis in Mexico (which] controls [added: and owns more than 99% of] Terrafina, also a publicly traded [removed: FIBRA in Mexico).][added: FIBRA).]

[removed: Nine] [added: Ten] of the co-investment ventures are unconsolidated entities, and one is consolidated, with our ownership in the co-investment ventures ranging from 15% to 55%.

[removed: As the majority of our investments are in unconsolidated co-investment ventures, this structure allows us to reduce our exposure to foreign currency movements for investments outside the U.S.] Management of the unconsolidated co-investment ventures comprises our Strategic Capital Segment.

The majority of the strategic capital revenues are generated outside the U.S. In certain ventures, we also have the ability to earn revenues through incentive fees (“promotes” or “promote revenues”) periodically during the life of a venture, upon liquidation of a venture or upon stabilization of individual venture [removed: assets] [added: assets,] based primarily on the total return of the investments over certain financial hurdles.

We plan to grow this business and increase revenues by increasing our assets under management in existing [removed: or] [added: and] new ventures.

We believe that the quality and scale of our portfolio, our ability to [removed: develop our land bank and redevelopment sites,] [added: add value creation through development,] our strategic capital business, the depth of our customer relationships and the strength of our balance sheet are differentiators that allow us to drive growth in revenues, NOI, earnings, FFO and cash flows.

| [removed: ] [added: ] |

Rent change represents the percentage change in net effective rental rates (average rate over the lease term), on new and renewed leases, commenced during the period compared with previous net effective rental rates [removed: in that] [added: for the] same [removed: space.][added: respective spaces.]

[removed: Rent Growth. We have experienced] [added: This is evident in the] positive rent [removed: growth] [added: change we have experienced in] every quarter since 2013.

[added: Rent Growth.] As a result of several years of [removed: increases in] market [removed: rents,] [added: rent increases,] our in-place leases have considerable upside potential to capture [removed: these] higher rents and [removed: to] drive future organic NOI growth.

We estimate that our share of the [added: remaining] lease mark-to-market is approximately [removed: 30%] [added: 18%] (on an NER basis), which represents the amount by which current market rents exceed our in-place rents based on our share of the O&M portfolio at December 31, [removed: 2024.][added: 2025.]

This lease mark-to-market has remained meaningfully positive despite recent quarters of lower or even negative market rental [removed: growth due to] [added: growth, reflecting] the [removed: compounded nature of market] [added: accumulated] rent [removed: growth.][added: growth embedded in our in-place leases remaining to be realized.]

[removed: Therefore,] [added: As a result,] even without further market rent [removed: growth,] [added: increases,] we [removed: would] expect [removed: our] lease renewals to [removed: result in] [added: drive] higher [removed: future] rental [removed: income.][added: income over the coming years.]

Our portfolio is concentrated in key commercial hubs, strategically located near end consumers to enable the efficient flow

of goods.

We own, manage and develop high-quality logistics facilities and deliver integrated infrastructure solutions that optimize how our customers operate within our buildings.

Our services address the evolving needs of modern supply chains, including the growing convergence of physical, digital and energy infrastructure, as logistics facilities increasingly support power and data-intensive operations.

Consistent with this strategy, we are leveraging our development capabilities, energy solutions and strategic locations to deliver digital infrastructure requirements through selective development of data centers.

Logistics real estate demand is driven by the essential role supply chains play in the global economy and heightened by several long-term structural factors.

These include: (i) customers repositioning their supply chains to meet rising e-commerce penetration and service expectations; (ii) growth in global consumption; (iii) an increased focus on supply chain efficiency and resiliency; and (iv) the need for modern, well-located facilities to support evolving distribution and fulfillment requirements.

In the near term, while economic uncertainty related to trade tensions and shifting policies has increased, our proprietary metrics and customer dialogue indicate that customers are engaged and moving forward with real estate decisions.

We have more than 1 gigawatt of solar generation and storage capacity on our O&M portfolio, including Prologis and third-party owned projects.

Amounts represent our total expected

(3)

Net promote income (expense) is promote revenue earned from third-party investors during the period, net of related cash and stock compensation expenses, and taxes and foreign currency derivative gains and losses, if applicable.

In 2025, we had net promote expense primarily from amortization of stock compensation issued to employees related to promote income recognized in prior periods.

Through our global footprint, we have a diversified lease portfolio and our revenues from in-place leases are contractual with fixed or inflation-linked escalations.

We are also selectively expanding our development activities to include data centers in certain markets, by focusing on procuring power and securing build-to-suit lease transactions.

This structure allows us to reduce our exposure to foreign currency fluctuations for non-U.S. investments.

Promote revenue is recognized when earned, either at the end of the promote period or upon liquidation or stabilization.

For lease rollovers during 2025, the increases to market on our share of the O&M portfolio resulted in increases of approximately 50% on net effective rents.

Value Creation from Development. Our global development program serves as a profitable way to expand our portfolio, build scale, serve customers and create value for investors.

We create these opportunities by sourcing land either through direct ownership, option strategies or Covered Land Plays ("CLPs"), which have intent for future redevelopment.

We primarily develop in our existing markets, focusing on logistics facilities while also pursuing higher-and-better-use conversions, such as data centers.

A key enabler of these conversions is our energy procurement strategy.

By leveraging our scale and relationships with utilities and energy providers, we are advancing on our strategy to secure reliable access to power that enhances the value of our land portfolio and enables us to convert select logistics sites into energy-ready data center developments and capture meaningful value creation consistent with our broader redevelopment strategy.

We expect our development activities to increase in the coming year.

| 1. Amazon | 6.3 | | 35 | | 1. Amazon | 5.3 | | 48 |

| 3. FedEx | 1.8 | | 7 | | 3. FedEx | 1.4 | | 11 |

| 5. Walmart | 0.8 | | 5 | | 5. DSV | 1.2 | | 14 |

| 6. GXO | 0.8 | | 5 | | 6. Geodis | 1.0 | | 14 |

| 8. Pepsi | 0.7 | | 4 | | 8. UPS | 0.9 | | 10 |

| 10. Lululemon | 0.7 | | 2 | | 10. Walmart | 0.7 | | 9 |

| Top 10 Customers | 16.3 | | 91 | | Top 10 Customers | 15.2 | | 160 |

| 12. DSV | 0.7 | | 3 | | 12. Maersk | 0.7 | | 6 |

| 14. Wayfair | 0.6 | | 6 | | 14. Mercado Libre | 0.5 | | 6 |

| 16. Berkshire Hathaway | 0.5 | | 2 | | 16. NFI Industries | 0.4 | | 4 |

| 17. Tesla | 0.5 | | 2 | | 17. Ryder | 0.4 | | 4 |

| 18. Western Post | 0.4 | | 2 | | 18. Lululemon | 0.4 | | 2 |

| 21. Imperial Dade | 0.4 | | 2 | | 21. Wayfair | 0.4 | | 6 |

| 22. RONA | 0.4 | | 1 | | 22. Tesla | 0.3 | | 2 |

| 24. OnTrac | 0.4 | | 1 | | 24. Berkshire Hathaway | 0.3 | | 3 |

| 25. CEVA Logistics | 0.3 | | 3 | | 25. Nippon Express | 0.3 | | 4 |

We own, manage and develop well-located, high-quality logistics facilities in 20 countries across four continents.

Our portfolio centers on the world’s most vibrant centers of commerce and our scale across these locations allows us to better serve our customers’ diverse logistics requirements.

Logistics supply chains remain essential to our customers and the global economy.

Long-term trends, including the growth of e-commerce and modernization of the supply chain, continue to drive demand toward creating supply chain resiliency through leasing additional space to store and distribute goods.

This sustained demand has contributed to meaningful rent growth and low vacancy rates in recent years.

We believe this demand is driven by three primary factors: (i) the re-positioning of our customer supply chains to accommodate the shift toward e-commerce and heightened service expectations; (ii) growth in overall consumption and households; and (iii) our customers’ increased focus on building supply chain efficiency.

In the near term, our proprietary metrics reveal renewed activity in customer leasing decisions as we entered 2025 despite the current economic and geopolitical environment.

Promote revenues are recognized when earned at the end of the promote period for the specific co-investment ventures.

Value Creation from Development. The global nature of our development program provides a wide landscape of opportunities to pursue based on our judgment of market conditions, opportunities and risks.

One of the ways in which we create value is through our focus on sourcing well-located land and redevelopment sites through acquisition opportunities.

This strategy has enabled us to create value by converting income-producing assets acquired for redevelopment into industrial properties, known as Covered Land Plays ("CLPs"), as well as converting existing industrial properties into higher uses, such as data centers.

Adjusted G&A expenses is calculated from our

We use adjusted G&A expenses as a percentage of the O&M portfolio (based on gross book value) to measure and evaluate the overhead costs associated with the O&M portfolio.

We also face competition from investment managers for institutional capital within our strategic capital business.

| 1. Amazon | 6.0 | | 34 | | 1. Amazon | 4.9 | | 46 |

| 3. FedEx | 1.7 | | 7 | | 3. FedEx | 1.3 | | 11 |

| 6. NFI Industries | 0.7 | | 4 | | 6. CEVA Logistics | 1.0 | | 13 |

| 8. Walmart | 0.7 | | 6 | | 8. UPS | 0.8 | | 9 |

| 9. Lululemon | 0.7 | | 2 | | 9. Maersk | 0.8 | | 7 |

| Top 10 Customers | 15.9 | | 89 | | Top 10 Customers | 14.3 | | 152 |

| 11. Pepsi | 0.6 | | 4 | | 11. DVS A/S | 0.7 | | 8 |

| 12. GXO | 0.6 | | 4 | | 12. Walmart | 0.6 | | 8 |

| 15. Maersk | 0.5 | | 3 | | 15. GigaCloud | 0.4 | | 3 |

| 16. DVS A/S | 0.5 | | 2 | | 16. Lululemon | 0.4 | | 2 |

| 17. Western Post | 0.5 | | 2 | | 17. Mercado Libre | 0.4 | | 5 |

| 18. Imperial Dade | 0.5 | | 2 | | 18. Ryder | 0.4 | | 4 |

| 22. Samsung | 0.4 | | 3 | | 22. Wayfair | 0.4 | | 6 |

| 23. Lasership, Inc. | 0.4 | | 1 | | 23. ZOZO | 0.4 | | 5 |

| 24. Kellanova | 0.4 | | 3 | | 24. Nippon Express | 0.4 | | 4 |

| 25. Tesla | 0.3 | | 1 | | 25. Imperial Dade | 0.3 | | 2 |

| Top 25 Customers | 23.0 | | 132 | | Top 25 Customers | 20.8 | | 221 |

We are committed to inclusion and diversity.

We share our strategy with our employees and welcome their ideas for improvement.

For those employees who work on-site, we have protocols in place to help ensure a safe working environment.

| U.S. (1) | | | 1,595 | |

| Europe | | | 627 | |

| Asia | | | 275 | |

| Total | | | 2,703 | |

This metric excludes the properties owned by Terrafina, which FIBRA Prologis obtained control of in August 2024.

At December 31, 2024, 626 megawatts of solar generation and storage capacity were installed within our O&M portfolio.

| ☑ | | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December [removed: 31, 2024] [added: 31, 2025] |

[removed: ][added: ]

| *(Address [removed: or] [added: of] principal executive offices)* | *(Zip Code)* |

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange [removed: Act (check one):][added: Act:]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the [removed: Securities Exchange Act of 1934).][added: Act).]

Based on the closing price of Prologis, Inc.’s common stock on June 30, [removed: 2024] [added: 2025] the aggregate market value of the voting common equity held by nonaffiliates of Prologis, Inc. was [removed: $103,726,874,356.][added: $97,322,102,425.]

The number of shares of Prologis, Inc.’s common stock outstanding at February [removed: 12, 2025,] [added: 11, 2026,] was approximately [removed: 926,860,000.][added: 929,559,000.]

Portions of Part III of this report are incorporated by reference to the registrant’s definitive proxy statement for the [removed: 2025] [added: 2026] annual meeting of its stockholders or will be provided in an amendment filed on Form 10-K/A.

This report combines the annual reports on Form 10-K for the year ended December 31, [removed: 2024,] [added: 2025,] of Prologis, Inc. and Prologis, L.P. Unless stated otherwise or the context otherwise requires, references to “Prologis, Inc.” or the “Parent” mean Prologis, Inc. and its consolidated subsidiaries; and references to “Prologis, L.P.” or the “Operating Partnership” or the “OP” mean Prologis, L.P., and its consolidated subsidiaries.

At December 31, [removed: 2024,] [added: 2025,] the Parent owned a [removed: 97.57%] [added: 97.71%] common general partnership interest in the OP and substantially all of the preferred units in the OP.

The remaining [removed: 2.43%] [added: 2.29%] common limited partnership interests are owned by unaffiliated investors and certain current and former directors and officers of the Parent.

| | | [Global Impact and Sustainability](#esg) | | [removed: 12] [added: 11] |

| | | [Environmental Matters](#environmentalmatters) | | [removed: 13] [added: 12] |

| 1C. | | [Cybersecurity](#cybersecurity) | | [removed: 23] [added: 22] |

| | | [Purchases of Equity Securities](#purchasesofequitysecurities) | | [removed: 29] [added: 28] |

| | | [Securities Authorized for Issuance Under Equity Compensation Plans](#securitiesauthori) | | [removed: 29] [added: 28] |

| | | [Environmental Matters](#enviro_matters) | | [removed: 39] [added: 38] |

| | | [Liquidity and Capital Resources](#liqandcap) | | [removed: 39] [added: 38] |

| 9B. | | [Other Information](#item_9b_or_information) | | [removed: 49] [added: 48] |

| 9C. | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#item_9c_fr_prevent_inspections) | | [removed: 49] [added: 48] |

| 10. | | [Directors, Executive Officers and Corporate Governance](#item_10_directors_executive_ficers_corpo) | | [removed: 49] [added: 48] |

| 16. | | [Form 10-K Summary](#item16) | | [removed: 50] [added: 49] |

Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” [removed: "aims,"] [added: “aims,”] and [removed: “estimates”] [added: “estimates,”] including variations of such words and similar [removed: expressions] [added: expressions,] are intended to identify such forward-looking statements, which generally are not historical in nature.

All statements that address operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating to rent and occupancy growth, acquisition and development activity, [added: including data center developments and power procurement related thereto,] contribution and disposition activity, general conditions in the geographic areas where we operate, expectations regarding new lines of business, our debt, capital structure and financial position, our ability to earn revenues from co-investment ventures or form new co-investment ventures and the availability of capital in existing or new co-investment ventures — are forward-looking statements.

Some of the factors that may affect outcomes and results include, but are not limited to: (i) international, national, regional and local economic and political climates and conditions; (ii) changes in global financial markets, interest rates and foreign currency exchange rates; (iii) increased or unanticipated competition for our properties; (iv) risks associated with acquisitions, dispositions and development of properties, including the integration of the operations of significant real estate portfolios; (v) maintenance of Real Estate Investment Trust (“REIT”) status, tax structuring and changes in income tax laws and rates; (vi) availability of financing and capital, the levels of debt that we maintain and our credit ratings; (vii) risks related to our investments in and management of our co-investment ventures, including our ability to establish new co-investment ventures; (viii) risks of doing business internationally, including currency risks; (ix) environmental uncertainties, including risks of natural disasters; [removed: (x) risks related to global pandemics;] and [removed: (xi)] [added: (x)] those additional factors discussed under Part I, Item 1A.

(Former name, former address and former fiscal year, if changed since last report)

| Prologis, L.P. | | 3.000% Notes due 2026 | | PLD/26 | | New York Stock Exchange |

[Table of Contents](#toc_page)

The framework focuses on [removed: five] [added: six] key categories of cybersecurity risk management and governance: (i) [added: govern: establish and monitor risk management strategy, expectations and policies to ensure accountability and informed decision-making across the organization; (ii)] identify: develop an organizational understanding to manage cybersecurity risk to systems, people, assets, data and capabilities; [removed: (ii)] [added: (iii)] protect: develop and implement appropriate safeguards to ensure delivery of critical services; [removed: (iii)] [added: (iv)] detect: develop and implement appropriate activities to identify the occurrence of a cybersecurity event; [removed: (iv)] [added: (v)] respond: develop and implement appropriate activities to take actions regarding a detected cybersecurity incident; and [removed: (v)] [added: (vi)] recover: develop and implement appropriate activities to maintain plans for resilience and to restore any capabilities or service that were impaired due to a cybersecurity incident.

Please refer to “*Our business and operations could suffer in the event of system [removed: failures or] [added: failures,] cybersecurity [removed: attacks*”] [added: attacks or risks associated with AI*”] under Item 1A.

[Table of Contents](#toc_page)

Included in the operating property information below for our consolidated operating properties are [removed: 542] [added: 541] buildings owned primarily by one co-investment venture that we consolidate but of which we own less than 100% of the equity.

No individual property or market amounted to 10% or more of our consolidated total assets at December 31, [removed: 2024,] [added: 2025,] or generated revenue equal to 10% or more of our consolidated total revenues for the year ended December 31, [removed: 2024,] [added: 2025,] with the exception of the Southern California market.

| | | [removed: Consolidated Operating] [added: Operating] Properties | | | | | | | | | | | | [removed: O&M] | | | | | | |

| Baltimore/Washington D.C. | | | [removed: 14] [added: 111] | | | | [removed: 1,988] [added: 1] | | | | [removed: \-] [added: 83] | | | [added: *] | [removed: 18] | | | | [removed: 2,625] [added: 66] | |

| Dallas/Ft. Worth | | | [removed: 51] [added: 52] | | | | [removed: 4,637] [added: 4,748] | | | | \- | | | | [removed: 60] [added: 61] | | | | [removed: 5,510] [added: 5,630] | |

| Lehigh Valley | | | [removed: 32] [added: 105] | | | | [removed: 4,082] [added: 1] | | | | [removed: \-] [added: 39] | | | | [removed: 37] [added: \-] | | | | [removed: 4,662] [added: \-] | |

| New Jersey/New York City | | | 43 | | | | [removed: 7,750] [added: 7,943] | | | | [removed: 3] [added: 2] | | | | 54 | | | | [removed: 9,639] [added: 9,879] | |

| San Francisco Bay Area | | | [removed: 23] [added: 41] | | | | [removed: 3,883] [added: 1] | | | | [removed: 20] [added: 75] | | | | [removed: 28] [added: 1] | | | | [removed: 4,574] [added: 154] | |

| South Florida | | | [removed: 22] [added: 81] | | | | [removed: 3,993] [added: 1] | | | | [removed: 59] [added: 104] | | | [added: *] | [removed: 29] | | | | [removed: 5,183] [added: 80] | |

| Germany | | [removed: *] | [added: 51] | | | | [removed: 13] [added: 1] | | | | [removed: \-] [added: 67] | | | [added: *] | [removed: 33] | | | | [removed: 3,470] [added: 34] | |

| Netherlands | | [removed: *] | [added: 55] | | | | [removed: 26] [added: 1] | | | | [removed: \-] [added: 61] | | | [added: *] | [removed: 30] | | | | [removed: 3,189] [added: 36] | |

| Value-added properties (4) | | | [removed: 2] [added: 4] | | | | [removed: 255] [added: 687] | | | | \- | | | | [removed: 5] [added: 6] | | | | [removed: 645] [added: 968] | |

| Baltimore/Washington D.C. | | | [removed: 120] [added: 14] | | | | [removed: 1] [added: 2,076] | | | | [removed: 62] [added: \-] | | | | [removed: \-] [added: 18] | | | | [removed: \-] [added: 2,777] | |

| Chicago | | | 84 | | | | 1 | | | | 24 | | | [removed: *] | [added: \-] | | | | [removed: 63] [added: \-] | |

| Lehigh Valley | | | [removed: 105] [added: 31] | | | | [removed: 1] [added: 4,003] | | | | [removed: 38] [added: \-] | | | | [removed: \-] [added: 36] | | | | [removed: \-] [added: 4,593] | |

| New Jersey/New York City | | | [removed: 168] [added: 343] | | | | [removed: 2] [added: 3] | | | | [removed: 364] [added: 360] | | | | 1 | | | | [removed: 286] [added: 219] | |

| San Francisco Bay Area | | | [removed: 56] [added: 24] | | | | [removed: 1] [added: 4,150] | | | | [removed: 95] [added: 19] | | | | [removed: 1] [added: 29] | | | | [removed: 215] [added: 4,951] | |

| Seattle | | | [removed: 61] [added: 45] | | | | 1 | | | | [removed: 54] [added: 39] | | | * | | | | | [removed: 76] [added: 41] | |

| Germany | | [added: *] | [removed: 33] | | | | [removed: 1] [added: 37] | | | | [removed: 21] [added: \-] | | | [removed: *] | [added: 38] | | | | [removed: 46] [added: 4,855] | |

| India | | [added: *] | [removed: 196] | | | | [removed: 5] [added: 18] | | | | [removed: 54] [added: \-] | | | * | | | | | [removed: 28] [added: 18] | |

| Total land and development portfolio | | | [removed: 8,708] [added: 8,815] | | | | 147 | | | $ | [removed: 4,454] [added: 4,888] | | | | 24 | | | $ | [removed: 4,706] [added: 4,838] | |

In addition to the amounts reflected here, we also have [removed: $41] [added: $43] million of encumbrances related to one land parcel included in the consolidated portfolio.

At December 31, [removed: 2024,] [added: 2025,] we had investments in real estate properties that were expected to be contributed to our unconsolidated co-investment ventures totaling [removed: $226] [added: $169] million and aggregating [removed: 2] [added: 1] million square feet.

See Note [removed: 6] [added: 5] to the Consolidated Financial Statements in Item 8.

As noted in the table below, our current investment in the development portfolio was [removed: $2.8] [added: $3.0] billion, leaving approximately [removed: $1.9] [added: $1.8] billion of additional required investment.

At December 31, [removed: 2024,] [added: 2025,] based on TEI, approximately [removed: 20%] [added: 24%] of the properties in the development portfolio were completed but not yet stabilized, [removed: 60%] [added: 54%] of the properties were expected to be completed before December 31, [removed: 2025,] [added: 2026,] and the remaining properties were expected to be [added: completed before September 2027.]

[removed: This] [added: included in other real estate investments and] includes the development of data centers with an aggregate TEI of [removed: $0.9 billion,] [added: $686 million,] on a consolidated basis.

The following table summarizes our investment in consolidated real estate properties at December 31, [removed: 2024] [added: 2025] (in millions):

| Operating properties, excluding assets held for sale or contribution | | $ | [removed: 78,279] [added: 80,561] | |

| Development portfolio, including cost of land | | | [removed: 2,829] [added: 3,019] | |

| Other real estate investments (1) | | | [removed: 5,684] [added: 6,661] | |

| Total consolidated real estate properties | | $ | [removed: 91,246] [added: 95,129] | |

Included in other real estate investments were principally: (i) land parcels we own and lease to third parties; (ii) renewable energy assets, including [removed: solar panels and] [added: solar,] electric vehicle [removed: chargers,] [added: charging] and energy [removed: storage systems;] [added: storage;] (iii) non-strategic real estate assets that we do not intend to operate long term; [removed: and] (iv) [added: newly developed and stabilized data centers; and (v)] non-industrial real estate assets that we intend to redevelop as industrial properties or data centers.

We generally lease our properties on a long-term basis (the weighted average term for leases commenced, including new leases and renewals, in [removed: 2024] [added: 2025] was [removed: 64] [added: 70] months).

The following table summarizes the lease expirations of our consolidated operating portfolio for leases in place at December 31, [removed: 2024] [added: 2025] (dollars and square feet in millions):

| Month to month | | | [removed: 4] [added: 3] | | | | | | | | | | | | | |

| Total consolidated | | | [removed: 615] [added: 616] | | | | | | | | | | | | | |

We have signed leases that were due to expire in [removed: 2025,] [added: 2026,] totaling [removed: 28] [added: 32] million square feet in our consolidated portfolio [removed: (3.4%] [added: (4.2%] of total NER).

These are excluded from [removed: 2025] [added: 2026] expirations and are reflected at their respective expiration year.

The following table summarizes our consolidated and unconsolidated co-investment ventures at December 31, [removed: 2024] [added: 2025] (in millions):

| | | Consolidated | | | | | | | | | | | | O&M | | | | | | |

| Atlanta | | | 45 | | | $ | 3,842 | | | $ | \- | | | | 52 | | | $ | 4,491 | |

| Central Valley | | | 21 | | | | 1,836 | | | | \- | | | | 23 | | | | 1,985 | |

| Chicago | | | 52 | | | | 5,060 | | | | \- | | | | 70 | | | | 6,842 | |

| Houston | | | 31 | | | | 3,251 | | | | \- | | | | 37 | | | | 3,802 | |

| Seattle | | | 17 | | | | 2,911 | | | | \- | | | | 25 | | | | 3,831 | |

| South Florida | | | 22 | | | | 4,076 | | | | 63 | | | | 30 | | | | 5,371 | |

| Southern California | | | 108 | | | | 18,686 | | | | 7 | | | | 127 | | | | 21,136 | |

| Remaining Markets – U.S. (18 markets) (2) | | | 157 | | | | 14,291 | | | | 62 | | | | 194 | | | | 17,694 | |

| Subtotal U.S. | | | 617 | | | | 76,873 | | | | 153 | | | | 756 | | | | 92,982 | |

| Brazil | | | 1 | | | | 77 | | | | \- | | | | 20 | | | | 1,028 | |

| Canada | | | 13 | | | | 1,453 | | | | \- | | | | 13 | | | | 1,453 | |

| Mexico | | | 2 | | | | 142 | | | | \- | | | | 68 | | | | 5,493 | |

| Subtotal Other Americas | | | 16 | | | | 1,672 | | | | \- | | | | 101 | | | | 7,974 | |

| France | | | 1 | | | | 39 | | | | \- | | | | 36 | | | | 3,899 | |

| Netherlands | | | 1 | | | | 86 | | | | \- | | | | 31 | | | | 3,844 | |

| U.K. | | | 2 | | | | 459 | | | | \- | | | | 34 | | | | 8,801 | |

| Remaining Countries – Europe (8 countries) (2) | | | 4 | | | | 436 | | | | \- | | | | 106 | | | | 9,822 | |

| Subtotal Europe | | | 8 | | | | 1,057 | | | | \- | | | | 245 | | | | 31,221 | |

| China | | | \- | | | | \- | | | | \- | | | | 53 | | | | 3,005 | |

| Japan | | | 3 | | | | 273 | | | | \- | | | | 51 | | | | 7,086 | |

| Singapore | | | 1 | | | | 150 | | | | \- | | | | 1 | | | | 150 | |

| Subtotal Asia | | | 4 | | | | 441 | | | | \- | | | | 105 | | | | 10,259 | |

| Total operating portfolio (3) | | | 645 | | | | 80,043 | | | | 153 | | | | 1,207 | | | | 142,436 | |

| Total operating properties | | | 649 | | | $ | 80,730 | | | $ | 153 | | | | 1,213 | | | $ | 143,404 | |

| Atlanta | | | 319 | | | | 3 | | | $ | 44 | | | | 2 | | | $ | 239 | |

| Central Valley | | | 633 | | | | 10 | | | | 203 | | | | 3 | | | | 402 | |

| Dallas/Ft. Worth | | | 495 | | | | 7 | | | | 192 | | | | \- | | | | \- | |

| Houston | | | 400 | | | | 6 | | | | 164 | | | * | | | | | 46 | |

| Southern California | | | 565 | | | | 9 | | | | 693 | | | | 1 | | | | 259 | |

| Remaining Markets – U.S. (15 markets) | | | 2,289 | | | | 33 | | | | 866 | | | | 3 | | | | 1,055 | |

| Subtotal U.S. | | | 5,511 | | | | 77 | | | | 2,886 | | | | 11 | | | | 2,561 | |

| Brazil | | | 658 | | | | 14 | | | | 268 | | | | \- | | | | \- | |

| Canada | | | 362 | | | | 7 | | | | 667 | | | | 1 | | | | 224 | |

| Mexico | | | 743 | | | | 14 | | | | 292 | | | | 2 | | | | 224 | |

| Subtotal Other Americas | | | 1,763 | | | | 35 | | | | 1,227 | | | | 3 | | | | 448 | |

| France | | | 168 | | | | 3 | | | | 54 | | | | 1 | | | | 85 | |

| U.K. | | | 270 | | | | 6 | | | | 210 | | | | 2 | | | | 743 | |

| Remaining Countries – Europe (7 countries) | | | 635 | | | | 12 | | | | 154 | | | | 2 | | | | 153 | |

| Subtotal Europe | | | 1,179 | | | | 23 | | | | 546 | | | | 5 | | | | 1,051 | |

| Atlanta | | | 45 | | | $ | 3,792 | | | $ | \- | | | | 52 | | | $ | 4,399 | |

| Central Valley | | | 21 | | | | 1,841 | | | | \- | | | | 23 | | | | 1,990 | |

| Chicago | | | 54 | | | | 5,166 | | | | \- | | | | 70 | | | | 6,753 | |

| Houston | | | 32 | | | | 3,327 | | | | \- | | | | 38 | | | | 3,872 | |

| Seattle | | | 17 | | | | 2,848 | | | | \- | | | | 25 | | | | 3,748 | |

| Southern California | | | 106 | | | | 18,323 | | | | 7 | | | | 125 | | | | 20,702 | |

| Remaining Markets – U.S. (18 markets) (2) | | | 160 | | | | 14,140 | | | | 64 | | | | 195 | | | | 17,077 | |

| Subtotal U.S. | | | 620 | | | | 75,770 | | | | 153 | | | | 754 | | | | 90,734 | |

| Brazil | | * | | | | | 45 | | | | \- | | | | 19 | | | | 865 | |

| Canada | | | 13 | | | | 1,202 | | | | 125 | | | | 13 | | | | 1,202 | |

| Mexico | | | 1 | | | | 59 | | | | \- | | | | 66 | | | | 5,165 | |

| Subtotal Other Americas | | | 14 | | | | 1,306 | | | | 125 | | | | 98 | | | | 7,232 | |

| France | | | 1 | | | | 57 | | | | \- | | | | 36 | | | | 3,421 | |

| U.K. | | | 2 | | | | 344 | | | | \- | | | | 33 | | | | 8,069 | |

| Remaining Countries – Europe (8 countries) (2) | | | 3 | | | | 328 | | | | \- | | | | 104 | | | | 8,328 | |

| Subtotal Europe | | | 6 | | | | 768 | | | | \- | | | | 236 | | | | 26,477 | |

| China | | | \- | | | | \- | | | | \- | | | | 52 | | | | 2,934 | |

| Japan | | | 3 | | | | 265 | | | | \- | | | | 51 | | | | 7,009 | |

| Singapore | | | 1 | | | | 141 | | | | \- | | | | 1 | | | | 141 | |

| Subtotal Asia | | | 4 | | | | 406 | | | | \- | | | | 104 | | | | 10,084 | |

| Total operating portfolio (3) | | | 644 | | | | 78,250 | | | | 278 | | | | 1,192 | | | | 134,527 | |

| Total operating properties | | | 646 | | | $ | 78,505 | | | $ | 278 | | | | 1,197 | | | $ | 135,172 | |

| Atlanta | | | 464 | | | | 5 | | | $ | 53 | | | | 1 | | | $ | 162 | |

| Central Valley | | | 802 | | | | 13 | | | | 206 | | | | 1 | | | | 68 | |

| Dallas/Ft. Worth | | | 392 | | | | 6 | | | | 139 | | | | 1 | | | | 119 | |

| Houston | | | 428 | | | | 6 | | | | 165 | | | | \- | | | | \- | |

| South Florida | | | 100 | | | | 1 | | | | 111 | | | | 1 | | | | 167 | |

| Southern California | | | 586 | | | | 11 | | | | 743 | | | | 1 | | | | 185 | |

| Remaining Markets – U.S. (13 markets) | | | 2,284 | | | | 34 | | | | 814 | | | | 4 | | | | 1,483 | |

| Subtotal U.S. | | | 5,650 | | | | 83 | | | | 2,868 | | | | 11 | | | | 2,824 | |

| Brazil | | | 605 | | | | 13 | | | | 211 | | | | \- | | | | \- | |

| Canada | | | 272 | | | | 5 | | | | 442 | | | | 2 | | | | 292 | |

| Mexico | | | 662 | | | | 12 | | | | 224 | | | | 3 | | | | 344 | |

| Subtotal Other Americas | | | 1,539 | | | | 30 | | | | 877 | | | | 5 | | | | 636 | |

| France | | | 181 | | | | 4 | | | | 132 | | | * | | | | | 21 | |

| Netherlands | | | 55 | | | | 1 | | | | 52 | | | | 1 | | | | 172 | |

| U.K. | | | 311 | | | | 6 | | | | 233 | | | | 1 | | | | 331 | |

| Remaining Countries – Europe (7 countries) | | | 654 | | | | 12 | | | | 122 | | | | 3 | | | | 183 | |

| Subtotal Europe | | | 1,234 | | | | 24 | | | | 560 | | | | 5 | | | | 753 | |

| Japan | | | 89 | | | | 5 | | | | 95 | | | | 3 | | | | 465 | |

The following line graph compares the change in Prologis, Inc. cumulative total stockholder’s return on shares of its common stock from December 31, [removed: 2019,] [added: 2020,] to the cumulative total return of the S&P 500 Stock Index and the Financial Times and Stock Exchange NAREIT Equity REITs Index from December 31, [removed: 2019,] [added: 2020,] to December 31, [removed: 2024.][added: 2025.]

The graph assumes an initial investment of $100 in our common stock and each of the indices on December 31, [removed: 2019,] [added: 2020,] and, as required by the SEC, the reinvestment of all dividends.

| | [removed: ] [added: ] | |

At December 31, [removed: 2024,] [added: 2025,] we had 1.3 million shares of Series Q preferred stock outstanding with a liquidation preference of $50 per share that will be redeemable at our option on or after November 13, 2026.

Dividends payable per share were $4.27 for the year ended December 31, [removed: 2024.][added: 2025.]

For more information regarding dividends, see Note [removed: 9] [added: 8] to the Consolidated Financial Statements in Item 8.

During [removed: 2024,] [added: 2025,] we issued [removed: 1.4] [added: 2.4] million shares of common stock of Prologis, Inc. in connection with the redemption of common units of Prologis, L.P. [added: pursuant to the terms of the limited partnership agreement of Prologis, L.P. These issuances were made] in reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, afforded by Section 4(a)(2) thereof.

During [removed: 2024,] [added: 2025,] we did not purchase any common stock of Prologis, Inc. in connection with our share purchase program.

For information regarding securities authorized for issuance under our equity compensation plans, see Notes [removed: 9] [added: 8] and [removed: 12] [added: 11] to the Consolidated Financial Statements in Item 8.

Further information relative to our equity compensation plans will be provided in our [removed: 2025] [added: 2026] Proxy Statement or in an amendment filed on Form 10-K/A.

The Consolidated Balance Sheets of Prologis, Inc. and Prologis, L.P. at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the Consolidated Statements of Income of Prologis, Inc. and Prologis, L.P., the Consolidated Statements of Comprehensive Income of Prologis, Inc. and Prologis, L.P., the Consolidated Statements of Equity of Prologis, Inc., the Consolidated Statements of Capital of Prologis, L.P. and the Consolidated Statements of Cash Flows of Prologis, Inc. and Prologis, L.P. for each of the years in the three-year period ended December 31, [removed: 2024,] [added: 2025,] Notes to Consolidated Financial Statements and Schedule III — Real Estate and Accumulated Depreciation, together with the reports of KPMG LLP, independent registered public accounting firm, are included under Item 15 of this report and are incorporated herein by reference.

Selected unaudited quarterly financial data are voluntarily presented in Note [removed: 19] [added: 18] of the Consolidated Financial Statements.

Prologis, Inc. carried out an evaluation under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities and Exchange Act of 1934 (the “Exchange Act”)) at December 31, [removed: 2024.][added: 2025.]

Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the [removed: SEC rules and forms.]

Subsequent to December 31, [removed: 2024,] [added: 2025,] there were no significant changes in the internal controls or in other factors that could significantly affect these controls, including any corrective actions with regard to significant deficiencies and material weaknesses.

There have not been any changes in Prologis, Inc.’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act) that occurred during the quarter ended December 31, [removed: 2024,] [added: 2025,] that have materially affected, or are reasonably likely to materially affect, Prologis, Inc.’s internal control over financial reporting.

Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, an evaluation of the effectiveness of the internal control over financial reporting was conducted at December 31, [removed: 2024,] [added: 2025,] based on the criteria described in “Internal Control — Integrated Framework” (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management determined that, at December 31, [removed: 2024,] [added: 2025,] the internal control over financial reporting was effective.

Our internal control over financial reporting at December 31, [removed: 2024,] [added: 2025,] has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their attestation report, which is included herein.

Prologis, L.P. carried out an evaluation under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) at December 31, [removed: 2024.][added: 2025.]

There have not been any changes in Prologis, L.P.’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act) that occurred during the quarter ended December 31, [removed: 2024,] [added: 2025,] that have materially affected, or are reasonably likely to materially affect, Prologis, L.P.’s internal control over financial reporting.

SEC rules and forms.

Subsequent to December 31, 2025, there were no significant changes in the internal controls or in other factors that could significantly affect these controls, including any corrective actions with regard to significant deficiencies and material weaknesses.

Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, an evaluation of the effectiveness of the internal control over financial reporting was conducted at December 31, 2025 based on the criteria described in “Internal Control — Integrated Framework” (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management determined that, at December 31, 2025, the internal control over financial reporting was effective.

[Table of Contents](#toc_page)

[removed: During the period ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any] [added: No other] Rule 10b5-1 trading [removed: arrangement] [added: arrangements] or non-Rule 10b5-1 trading [removed: arrangement] [added: arrangements] (as such terms are defined in Item 408 of Regulation S-K under the [removed: Act).][added: Exchange Act) were entered into or terminated by our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) during the quarterly period ended December 31, 2025.]

On November 26, 2025, Timothy D.

Arndt, our Chief Financial Officer, adopted a pre-arranged stock trading plan for the sale of up to 26,290 shares of Prologis, Inc. common stock through March 31, 2027.

On December 30, 2025, Daniel S.

Letter, our then President and current Chief Executive Officer, adopted a pre-arranged stock trading plan for the sale of up to 60,000 shares of Prologis, Inc. common stock through March 31, 2027.

These trading plans were entered into during an open insider trading window and are intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and the Company's policies regarding insider transactions.

The information required by this item is incorporated herein by reference to, including relevant sections in our [removed: 2025] [added: 2026] Proxy Statement, under the captions entitled Board of Directors and Corporate Governance; Executive Officers; Executive Compensation; Director [removed: Compensation; Security Ownership; Equity Compensation Plans and Additional Information or will be provided in an amendment filed on Form 10-K/A.]

[Table of Contents](#toc_page)

Compensation; Security Ownership; Equity Compensation Plans and Additional Information or will be provided in an amendment filed on Form 10-K/A.

The information required by this item is incorporated herein by reference to the relevant sections in our [removed: 2025] [added: 2026] Proxy Statement, under the captions entitled Board of Directors and Corporate Governance; Executive Officers; Executive Compensation and Director Compensation or will be provided in an amendment filed on Form 10-K/A.

The information required by this item is incorporated herein by reference to the relevant sections in our [removed: 2025] [added: 2026] Proxy Statement, under the captions entitled Security Ownership and Equity Compensation Plans or will be provided in an amendment filed on Form 10-K/A.

The information required by this item is incorporated herein by reference to the relevant sections in our [removed: 2025] [added: 2026] Proxy Statement, under the caption entitled Board of Directors and Corporate Governance or will be provided in an amendment filed on Form 10-K/A.

The information required by this item is incorporated herein by reference to the relevant sections in our [removed: 2025] [added: 2026] Proxy Statement, under the caption entitled Audit Matters or will be provided in an amendment filed on Form 10-K/A.

See Index to the Consolidated Financial Statements and Schedule III on page [removed: 51] [added: 50] of this report, which is incorporated herein by reference.

(b) Exhibits: The Exhibits required by Item 601 of Regulation S-K are listed in the Index to the Exhibits on pages [removed: 103] [added: 101] to [removed: 115] [added: 113] of this report, which is incorporated herein by reference.

(c) Financial Statements: See Index to the Consolidated Financial Statements and Schedule III on page [removed: 51] [added: 50] of this report, which is incorporated by reference.

[Table of Contents](#toc_page)

| [Reports of Independent Registered Public Accounting Firm](#report_1) | [removed: 52] [added: 51] |

| [Consolidated Balance Sheets](#b_s_1) | [removed: 55] [added: 54] |

| [Consolidated Statements of Income](#s_o_1) | [removed: 56] [added: 55] |

| [Consolidated Statements of Comprehensive Income](#s_c_i_1) | [removed: 57] [added: 56] |

| [Consolidated Statements of Equity](#s_e_1) | [removed: 58] [added: 57] |

| [Consolidated Statements of Cash Flows](#s_c_f_1) | [removed: 59] [added: 58] |

| [Consolidated Balance Sheets](#b_s_2) | [removed: 60] [added: 59] |

| [Consolidated Statements of Income](#s_o_2) | [removed: 61] [added: 60] |

| [Consolidated Statements of Comprehensive Income](#s_c_i_2) | [removed: 62] [added: 61] |

| [Consolidated Statements of Capital](#s_c_2) | [removed: 63] [added: 62] |

| [Consolidated Statements of Cash Flows](#s_c_f_2) | [removed: 64] [added: 63] |

| [Notes to the Consolidated Financial Statements](#notes_to_consolidated_financial_statemen) | [removed: 65] [added: 64] |

| [Note 1. Description of the [removed: Business](#noteone)] [added: Business](#description_of_business_fn)] | [removed: 65] [added: 64] |

| [Note 2. Summary of Significant Accounting [removed: Policies](#notetwo)] [added: Policies](#sig_accounting_policies_fn)] | [removed: 65] [added: 64] |

| [Note [removed: 4.] [added: 3.] Real [removed: Estate](#notefour)] [added: Estate](#real_estate_fn)] | [removed: 73] [added: 71] |

| [Note [removed: 5.] [added: 4.] Unconsolidated [removed: Entities](#notefive)] [added: Entities](#unconsolidated_entities_fn)] | [removed: 75] [added: 73] |

| [Note [removed: 6.] [added: 5.] Assets Held for Sale or [removed: Contribution](#notesix)] [added: Contribution](#assets_hfs_fn)] | [removed: 78] [added: 76] |

| [Note [removed: 7.] [added: 6.] Other Assets and Other [removed: Liabilities](#noteeight)] [added: Liabilities](#oaol_fn)] | [removed: 78] [added: 76] |

| [Note [removed: 8. Debt](#notenine)] [added: 7. Debt](#debt_fn)] | [removed: 79] [added: 77] |

| [Note [removed: 9.] [added: 8.] Stockholders' Equity of Prologis, [removed: Inc.](#noteten)] [added: Inc.](#stockholders_equity_fn)] | [removed: 83] [added: 81] |

| [Note [removed: 10.] [added: 9.] Partners' Capital of Prologis, [removed: L.P.](#noteeleven)] [added: L.P.](#partners_capital_fn)] | [removed: 84] [added: 82] |

| [Note [removed: 11.] [added: 10.] Noncontrolling [removed: Interests](#notetwelve)] [added: Interests](#nci_fn)] | [removed: 85] [added: 82] |

| [Note [removed: 12.] [added: 11.] Long-Term [removed: Compensation](#notethirteen)] [added: Compensation](#long_term_comp_fn)] | [removed: 85] [added: 83] |

| [Note [removed: 13.] [added: 12.] Income [removed: Taxes](#notefourteen)] [added: Taxes](#income_tax_fn)] | [removed: 88] [added: 86] |

| [Note [removed: 14.] [added: 13.] Earnings Per Common Share or [removed: Unit](#eps)] [added: Unit](#eps_fn)] | [removed: 90] [added: 87] |

| [Note [removed: 15.] [added: 14.] Financial Instruments and Fair Value [removed: Measurements](#notesixteen)] [added: Measurements](#fin_inst_fv_fn)] | [removed: 91] [added: 88] |

| [Note [removed: 16.] [added: 15.] Commitments and [removed: Contingencies](#noteseventeen)] [added: Contingencies](#commitments_and_contingencies_fn)] | [removed: 94] [added: 92] |

| [Note [removed: 17.] [added: 16.] Reportable [removed: Segments](#noteeighteen)] [added: Segments](#reportable_segments_fn)] | [removed: 94] [added: 92] |

| [Note [removed: 18.] [added: 17.] Supplemental Cash Flow [removed: Information](#notenineteen)] [added: Information](#supplementalt_cf_fn)] | [removed: 97] [added: 95] |

| [Note [removed: 19.] [added: 18.] Selected Quarterly Financial Data [removed: (Unaudited)](#notetwenty)] [added: (Unaudited)](#quarterly_financials_fn)] | [removed: 98] [added: 96] |

| [Schedule III — Real Estate and Accumulated Depreciation](#schedule_iii_real_estate_accumulated_dep) | [removed: 100] [added: 98] |

We have audited the accompanying consolidated balance sheets of Prologis, Inc. and subsidiaries (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and financial statement schedule III (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February [removed: 14, 2025] [added: 13, 2026] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

As discussed in Notes 2 and [removed: 4] [added: 3] to the consolidated financial statements, the Company had [removed: $78,279] [added: $80,561] million of operating properties as of December 31, [removed: 2024.][added: 2025.]

We have audited the accompanying consolidated balance sheets of Prologis, L.P. and subsidiaries (the Operating Partnership) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income, comprehensive income, capital, and cash flows for each of the years in the three-year period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and financial statement schedule III (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Operating Partnership as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

As discussed in Notes 2 and [removed: 4] [added: 3] to the consolidated financial statements, the Operating Partnership had [removed: $78,279] [added: $80,561] million of operating properties as of December 31, [removed: 2024.][added: 2025.]

We have audited Prologis, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

February 13, 2026

February 13, 2026

February 13, 2026

| | 2025 | | | | 2024 | | |

| Cash and cash equivalents | | 1,145,647 | | | | 1,318,591 | |

(In thousands, except per share amounts)

| Consolidated net earnings | | \- | | | | \- | | | | \- | | | | \- | | | | \- | | | | 3,328,231 | | | | 237,068 | | | | 3,565,299 | |

| Effect of equity compensation plans | | \- | | | | 486 | | | | 5 | | | | 79,284 | | | | \- | | | | \- | | | | 116,771 | | | | 196,060 | |

| Purchase of noncontrolling interests | | \- | | | | \- | | | | \- | | | | (1,677 | ) | | | \- | | | | \- | | | | (11,984 | ) | | | (13,661 | ) |

| Redemption of noncontrolling interests | | \- | | | | 2,384 | | | | 24 | | | | 137,236 | | | | \- | | | | \- | | | | (157,207 | ) | | | (19,947 | ) |

| Foreign currency translation gains (losses), net | | \- | | | | \- | | | | \- | | | | \- | | | | (564,268 | ) | | | \- | | | | (11,594 | ) | | | (575,862 | ) |

| Balance at December 31, 2025 | $ | 63,948 | | | | 929,153 | | | $ | 9,292 | | | $ | 54,698,641 | | | $ | (676,276 | ) | | $ | (902,427 | ) | | $ | 4,560,830 | | | $ | 57,754,008 | |

| Consolidated net earnings | | $ | 3,565,299 | | | $ | 3,947,935 | | | $ | 3,253,145 | |

| Depreciation and amortization | | | 2,626,028 | | | | 2,580,519 | | | | 2,484,891 | |

| Purchase of short-term investments | | | (176,715 | ) | | | \- | | | | \- | |

| | 2025 | | | | 2024 | | |

| Investments in real estate properties | $ | 95,129,356 | | | $ | 91,246,176 | |

| Cash and cash equivalents | | 1,145,647 | | | | 1,318,591 | |

| Other assets | | 5,881,122 | | | | 5,194,342 | |

| Debt | $ | 35,037,073 | | | $ | 30,879,263 | |

| Accounts payable and accrued expenses | | 1,963,645 | | | | 1,769,327 | |

| Other liabilities | | 3,969,530 | | | | 4,063,549 | |

| Total liabilities | | 40,970,248 | | | | 36,712,139 | |

| Rental | | $ | 8,158,904 | | | $ | 7,514,705 | | | $ | 6,818,542 | |

| Strategic capital | | | 592,353 | | | | 671,907 | | | | 1,200,232 | |

| Development management and other | | | 38,870 | | | | 14,998 | | | | 4,695 | |

| Rental | | | 1,964,137 | | | | 1,765,385 | | | | 1,624,793 | |

| Strategic capital | | | 270,517 | | | | 291,856 | | | | 385,542 | |

| General and administrative | | | 469,114 | | | | 418,765 | | | | 390,406 | |

| Depreciation and amortization | | | 2,626,028 | | | | 2,580,519 | | | | 2,484,891 | |

| Other | | | 46,029 | | | | 47,044 | | | | 53,354 | |

| Total expenses | | | 5,375,825 | | | | 5,103,569 | | | | 4,938,986 | |

| Operating income before gains on real estate transactions, net | | | 3,414,302 | | | | 3,098,041 | | | | 3,084,483 | |

| Earnings from unconsolidated entities, net | | | 402,531 | | | | 353,623 | | | | 307,227 | |

| Interest expense | | | (1,002,344 | ) | | | (863,932 | ) | | | (641,332 | ) |

| Foreign currency, derivative and other gains (losses) and other income (expense), net | | | 14,763 | | | | 208,731 | | | | 87,221 | |

| Total other income (expense) | | | (588,548 | ) | | | (301,042 | ) | | | (243,609 | ) |

| Income tax expense | | | (204,017 | ) | | | (166,943 | ) | | | (211,038 | ) |

| Consolidated net earnings | | | 3,565,299 | | | | 3,947,935 | | | | 3,253,145 | |

| Consolidated net earnings | | $ | 3,565,299 | | | $ | 3,947,935 | | | $ | 3,253,145 | |

[Table of Contents](#toc_page)

| [Note 3. Duke Transaction](#notethree) | 72 |

February 14, 2025

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

(In thousands)

| Balance at January 1, 2022 | $ | 63,948 | | | | 739,827 | | | $ | 7,398 | | | $ | 35,561,608 | | | $ | (878,253 | ) | | $ | (1,327,828 | ) | | $ | 4,315,337 | | | $ | 37,742,210 | |

| Consolidated net earnings | | \- | | | | \- | | | | \- | | | | \- | | | | \- | | | | 3,364,856 | | | | 190,542 | | | | 3,555,398 | |

| Effect of equity compensation plans | | \- | | | | 393 | | | | 4 | | | | 66,647 | | | | \- | | | | \- | | | | 121,074 | | | | 187,725 | |

| Duke Transaction, net of issuance costs | | \- | | | | 182,661 | | | | 1,827 | | | | 18,551,852 | | | | \- | | | | \- | | | | 219,565 | | | | 18,773,244 | |

| Redemption of noncontrolling interests | | \- | | | | 261 | | | | 2 | | | | 12,445 | | | | \- | | | | \- | | | | (101,427 | ) | | | (88,980 | ) |

| Foreign currency translation gains (losses), net | | \- | | | | \- | | | | \- | | | | \- | | | | 364,725 | | | | \- | | | | 8,680 | | | | 373,405 | |

| Balance at January 1, 2022 | | 1,279 | | $ | 63,948 | | | 739,827 | | $ | 33,362,925 | | | 12,354 | | $ | 557,097 | | | 8,595 | | $ | 360,702 | | $ | 3,397,538 | | $ | 37,742,210 | |

| Consolidated net earnings | | \- | | | \- | | | \- | | | 3,364,856 | | | \- | | | 57,620 | | | \- | | | 34,311 | | | 98,611 | | | 3,555,398 | |

| Effect of equity compensation plans | | \- | | | \- | | | 393 | | | 66,651 | | | 1,064 | | | 121,074 | | | \- | | | \- | | | \- | | | 187,725 | |

| Duke Transaction, net of issuance costs | | \- | | | \- | | | 182,661 | | | 18,553,679 | | | 2,140 | | | 217,385 | | | \- | | | \- | | | 2,180 | | | 18,773,244 | |

| Redemption of limited partnership units | | \- | | | \- | | | 261 | | | 12,447 | | | (918 | ) | | (101,427 | ) | | \- | | | \- | | | \- | | | (88,980 | ) |

| Foreign currency translation gains (losses), net | | \- | | | \- | | | \- | | | 364,725 | | | \- | | | 5,785 | | | \- | | | 3,187 | | | (292 | ) | | 373,405 | |

| Reallocation of capital | | \- | | | \- | | | \- | | | (127,134 | ) | | \- | | | 38,931 | | | \- | | | 88,203 | | | \- | | | \- | |

| Distributions ($3.16 per common unit) and other | | \- | | | \- | | | \- | | | (2,494,734 | ) | | \- | | | (54,311 | ) | | \- | | | (22,233 | ) | | (193,565 | ) | | (2,764,843 | ) |

NOTE 1.

The use of projected future cash flows is based on assumptions that are consistent with our estimates of future expectations and the strategic plan we use to manage our underlying business.

sheet at our cost, including formation costs and net of deferred gains from the contribution of properties (recognized prior to January 1, 2018), if applicable.

The transaction costs related to the formation of equity method investments are also capitalized.

The changes in fair values

We present gains on sales to third parties or contributions to our unconsolidated co-investment ventures as *Gains on*

Any increase or decrease in the valuation allowance

*Segment Reporting.* In November 2023, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standard Update (“ASU”) to improve reportable segments disclosure requirements.

The ASU requires existing annual segment disclosures to also be disclosed on an interim basis and requires additional disclosures around significant segment expenses and disclosures to identify the title and position of the Chief Operating Decision Maker ("CODM").

The standard is effective for the fiscal year ended December 31, 2024, and interim periods thereafter.

We adopted this standard for the fiscal year ended December 31, 2024.

The additional required disclosures were included in Note 17 and we will include these disclosures going forward on an interim basis as well.

*New Accounting Standards Issued but not yet Adopted*

The standard is effective for the fiscal year ended December 31, 2025, on a prospective or retrospective basis.

NOTE 3. DUKE TRANSACTION

On October 3, 2022, we acquired Duke Realty Corporation and Duke Realty Limited Partnership (collectively “Duke” or the “Duke Transaction”).

Through the Duke Transaction, we acquired a portfolio primarily comprised of logistics real estate assets, including 494 industrial operating properties, aggregating 144.4 million square feet, which are highly complementary to our U.S. portfolio in terms of product quality, location and growth potential in our key markets.

There was approximately 15 million square feet of non-strategic operating industrial properties acquired in the Duke Transaction for which our intent is not to operate these properties long-term.

These assets are classified as *Other Real Estate Investments* in the Consolidated Balance Sheets.

The portfolio also included properties under development, land for future development and investments in other ventures.