Item 1. Financial Statements

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Item 1. Financial Statements

PROLOGIS, INC.

CONSOLIDATED BA****LANCE SHEETS

(Unaudited)

(In thousands, except per share data)

September 30, 2025December 31, 2024
ASSETS
Investments in real estate properties$95,037,476$91,246,176
Less accumulated depreciation14,345,03312,758,159
Net investments in real estate properties80,692,44378,488,017
Investments in and advances to unconsolidated entities10,543,05710,079,448
Assets held for sale or contribution358,851248,511
Net investments in real estate91,594,35188,815,976
Cash and cash equivalents1,186,0221,318,591
Other assets5,560,7685,194,342
Total assets$98,341,141$95,328,909
LIABILITIES AND EQUITY
Liabilities:
Debt$35,302,901$30,879,263
Accounts payable and accrued expenses1,847,3691,769,327
Other liabilities3,978,7624,063,549
Total liabilities41,129,03236,712,139
Equity:
Prologis, Inc. stockholders’ equity:
Series Q preferred stock at stated liquidation preference of $50 per share; $0.01 par value;1,279 shares issued and outstanding and 100,000 preferred shares authorized at September 30, 2025 and December 31, 202463,94863,948
Common stock; $0.01 par value; 928,664 and 926,283 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively9,2879,263
Additional paid-in capital54,658,64354,464,055
Accumulated other comprehensive loss(736,100)(120,215)
Distributions in excess of net earnings(1,360,237)(465,913)
Total Prologis, Inc. stockholders’ equity52,635,54153,951,138
Noncontrolling interests4,576,5684,665,632
Total equity57,212,10958,616,770
Total liabilities and equity$98,341,141$95,328,909

The accompanying notes are an integral part of these Consolidated Financial Statements.

Index

PROLOGIS, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In thousands, except per share amounts)

Three Months EndedNine Months Ended
September 30,September 30,
2025202420252024
Revenues:
Rental$2,054,200$1,897,164$6,066,797$5,577,198
Strategic capital150,351135,367438,652418,521
Development management and other9,3303,85831,9665,245
Total revenues2,213,8812,036,3896,537,4156,000,964
Expenses:
Rental484,635427,4251,460,9151,326,917
Strategic capital69,27061,342194,964210,689
General and administrative110,66298,154332,234316,041
Depreciation and amortization647,999649,2651,957,2781,924,075
Other8,72415,68330,07939,371
Total expenses1,321,2901,251,8693,975,4703,817,093
Operating income before gains on real estate transactions, net892,591784,5202,561,9452,183,871
Gains on dispositions of development properties and land, net15,43532,00553,363159,487
Gains on other dispositions of investments in real estate, net32,235434,446116,078651,306
Operating income940,2611,250,9712,731,3862,994,664
Other income (expense):
Earnings from unconsolidated entities, net92,82784,749268,418259,558
Interest expense(258,274)(230,113)(741,891)(631,700)
Foreign currency, derivative and other gains (losses) and other income (expense), net100,981(37,942)(53,506)62,774
Gains (losses) on early extinguishment of debt, net---536
Total other income (expense)(64,466)(183,306)(526,979)(308,832)
Earnings before income taxes875,7951,067,6652,204,4072,685,832
Income tax expense(54,535)(4,214)(121,323)(80,073)
Consolidated net earnings821,2601,063,4512,083,0842,605,759
Less net earnings attributable to noncontrolling interests56,99457,732154,636152,977
Net earnings attributable to controlling interests764,2661,005,7191,928,4482,452,782
Less preferred stock dividends1,3691,4524,3264,407
Net earnings attributable to common stockholders$762,897$1,004,267$1,924,122$2,448,375
Weighted average common shares outstanding – Basic928,851926,427928,186926,017
Weighted average common shares outstanding – Diluted956,603953,813955,824953,530
Net earnings per share attributable to common stockholders – Basic$0.82$1.08$2.07$2.64
Net earnings per share attributable to common stockholders – Diluted$0.82$1.08$2.06$2.63

The accompanying notes are an integral part of these Consolidated Financial Statements.

Index

PROLOGIS, INC.

CONSOLIDATED STATEMENTS OF CO****MPREHENSIVE INCOME

(Unaudited)

(In thousands)

Three Months EndedNine Months Ended
September 30,September 30,
2025202420252024
Consolidated net earnings$821,260$1,063,451$2,083,084$2,605,759
Other comprehensive income:
Foreign currency translation gains (losses), net26,432(417,102)(633,211)(87,659)
Unrealized gains (losses) on derivative contracts, net3,666(8,669)5,13526,854
Comprehensive income851,358637,6801,455,0082,544,954
Net earnings attributable to noncontrolling interests(56,994)(57,732)(154,636)(152,977)
Other comprehensive loss (income) attributable to noncontrolling interests(691)9,57312,1912,755
Comprehensive income attributable to common stockholders$793,673$589,521$1,312,563$2,394,732

The accompanying notes are an integral part of these Consolidated Financial Statements.

Index

PROLOGIS, INC.

CON****SOLIDATED STATEMENTS OF EQUITY

(Unaudited)

(In thousands)

Three Months Ended September 30, 2025 and 2024

Common StockAccumulatedDistributions
NumberAdditionalOtherin Excess ofNon-
PreferredofParPaid-inComprehensiveNetcontrollingTotal
StockSharesValueCapitalIncome (Loss)EarningsInterestsEquity
Balance at July 1, 2025$63,948928,037$9,280$54,604,092$(765,507)$(1,183,239)$4,578,240$57,306,814
Consolidated net earnings-----764,26656,994821,260
Effect of equity compensation plans-67115,572--31,10546,678
Capital contributions------32,74332,743
Purchase of noncontrolling interests---(421)---(421)
Redemption of noncontrolling interests-560631,696--(33,308)(1,606)
Foreign currency translation gains (losses), net----25,825-60726,432
Unrealized gains (losses) on derivative contracts, net----3,582-843,666
Reallocation of equity---7,704--(7,704)-
Dividends ($1.01 per common share) and other distributions-----(941,264)(82,193)(1,023,457)
Balance at September 30, 2025$63,948928,664$9,287$54,658,643$**(**736,100)$**(**1,360,237)$4,576,568$57,212,109
Common StockAccumulatedDistributions
NumberAdditionalOtherin Excess ofNon-
PreferredofParPaid-inComprehensiveNetcontrollingTotal
StockSharesValueCapitalIncome (Loss)EarningsInterestsEquity
Balance at July 1, 2024$63,948925,880$9,259$54,392,526$(156,053)$(964,620)$4,578,261$57,923,321
Consolidated net earnings-----1,005,71957,7321,063,451
Effect of equity compensation plans-112116,167--30,56546,733
Capital contributions------15,21415,214
Redemption of noncontrolling interests-15418,814--(8,815)-
Foreign currency translation gains (losses), net----(407,729)-(9,373)(417,102)
Unrealized gains (losses) on derivative contracts, net----(8,469)-(200)(8,669)
Reallocation of equity---5,071--(5,071)-
Dividends ($0.96 per common share) and other distributions---(4)-(892,862)(65,990)(958,856)
Balance at September 30, 2024$63,948926,146$9,261$54,422,574$**(**572,251)$**(**851,763)$4,592,323$57,664,092

Nine Months Ended September 30, 2025 and 2024

Common StockAccumulatedDistributions
NumberAdditionalOtherin Excess ofNon-
PreferredofParPaid-inComprehensiveNetcontrollingTotal
StockSharesValueCapitalIncome (Loss)EarningsInterestsEquity
Balance at January 1, 2025$63,948926,283$9,263$54,464,055$(120,215)$(465,913)$4,665,632$58,616,770
Consolidated net earnings-----1,928,448154,6362,083,084
Effect of equity compensation plans-405466,151--87,508153,663
Capital contributions------59,21659,216
Purchase of noncontrolling interests---(1,677)--(11,984)(13,661)
Redemption of noncontrolling interests-1,97620113,883--(120,216)(6,313)
Foreign currency translation gains (losses), net----(620,902)-(12,309)(633,211)
Unrealized gains (losses) on derivative contracts, net----5,017-1185,135
Reallocation of equity---15,282--(15,282)-
Dividends ($3.03 per common share) and other distributions---949-(2,822,772)(230,751)(3,052,574)
Balance at September 30, 2025$63,948928,664$9,287$54,658,643$**(**736,100)$**(**1,360,237)$4,576,568$57,212,109
Common StockAccumulatedDistributions
NumberAdditionalOtherin Excess ofNon-
PreferredofParPaid-inComprehensiveNetcontrollingTotal
StockSharesValueCapitalIncome (Loss)EarningsInterestsEquity
Balance at January 1, 2024$63,948924,391$9,244$54,249,801$(514,201)$(627,068)$4,641,996$57,823,720
Consolidated net earnings-----2,452,782152,9772,605,759
Effect of equity compensation plans-405449,516--130,443179,963
Capital contributions------21,24521,245
Redemption of noncontrolling interests-1,3501377,453--(77,965)(499)
Foreign currency translation gains (losses), net----(84,257)-(3,402)(87,659)
Unrealized gains (losses) on derivative contracts, net----26,207-64726,854
Reallocation of equity---45,815--(45,815)-
Dividends ($2.88 per common share) and other distributions---(11)-(2,677,477)(227,803)(2,905,291)
Balance at September 30, 2024$63,948926,146$9,261$54,422,574$**(**572,251)$**(**851,763)$4,592,323$57,664,092

The accompanying notes are an integral part of these Consolidated Financial Statements.

Index

PROLOGIS, INC.

CONSOL****IDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

Nine Months Ended
September 30,
20252024
Operating activities:
Consolidated net earnings$2,083,084$2,605,759
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
Straight-lined rents and amortization of above and below market leases(530,691)(470,289)
Equity-based compensation awards141,654164,302
Depreciation and amortization1,957,2781,924,075
Earnings from unconsolidated entities, net(268,418)(259,558)
Operating distributions from unconsolidated entities454,682417,296
Decrease (increase) in operating receivables from unconsolidated entities8,16637,769
Amortization of debt discounts and debt issuance costs, net64,45058,446
Gains on dispositions of development properties and land, net(53,363)(159,487)
Gains on other dispositions of investments in real estate, net(116,078)(651,306)
Unrealized foreign currency and derivative losses (gains), net155,34861,188
Losses (gains) on early extinguishment of debt, net-(536)
Deferred income tax expense (benefit)(2,948)2,201
Decrease (increase) in other assets(127,522)(209,901)
Increase (decrease) in accounts payable and accrued expenses and other liabilities84,55656,799
Net cash provided by (used in) operating activities3,850,1983,576,758
Investing activities:
Real estate development(1,958,714)(2,376,890)
Real estate acquisitions(1,246,417)(1,820,308)
Tenant improvements and lease commissions on previously leased space(413,577)(347,488)
Property improvements(212,536)(248,868)
Proceeds from dispositions and contributions of real estate340,9441,788,924
Investments in and advances to unconsolidated entities(50,657)(479,897)
Return of investment from unconsolidated entities76,15654,067
Proceeds from the settlement of net investment hedges4,85212,797
Payments on the settlement of net investment hedges(18,908)(1,350)
Purchase of short-term investments(176,715)-
Net cash provided by (used in) investing activities(3,655,572)(3,419,013)
Financing activities:
Dividends paid on common and preferred stock(2,822,772)(2,677,477)
Noncontrolling interests contributions59,21621,245
Noncontrolling interests distributions(230,751)(227,803)
Settlement of noncontrolling interests(19,974)(499)
Tax paid with shares withheld(18,757)(26,893)
Debt and equity issuance costs paid(30,706)(28,965)
Net proceeds from (payments on) credit facilities and commercial paper(27,937)(334,164)
Repurchase of and payments on debt(209,068)(917,560)
Proceeds from the issuance of debt2,955,4124,283,768
Net cash provided by (used in) financing activities(345,337)91,652
Effect of foreign currency exchange rate changes on cash18,1421,086
Net increase (decrease) in cash and cash equivalents(132,569)250,483
Cash and cash equivalents, beginning of period1,318,591530,388
Cash and cash equivalents, end of period$1,186,022$780,871

See Note 11 for information on noncash investing and financing activities and other information.

The accompanying notes are an integral part of these Consolidated Financial Statements.

Index

PROLOGIS, L.P.

CONS****OLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)

September 30, 2025December 31, 2024
ASSETS
Investments in real estate properties$95,037,476$91,246,176
Less accumulated depreciation14,345,03312,758,159
Net investments in real estate properties80,692,44378,488,017
Investments in and advances to unconsolidated entities10,543,05710,079,448
Assets held for sale or contribution358,851248,511
Net investments in real estate91,594,35188,815,976
Cash and cash equivalents1,186,0221,318,591
Other assets5,560,7685,194,342
Total assets$98,341,141$95,328,909
LIABILITIES AND CAPITAL
Liabilities:
Debt$35,302,901$30,879,263
Accounts payable and accrued expenses1,847,3691,769,327
Other liabilities3,978,7624,063,549
Total liabilities41,129,03236,712,139
Capital:
Partners’ capital:
General partner – preferred63,94863,948
General partner – common52,571,59353,887,190
Limited partners – common1,247,495913,227
Limited partners – Class A common969429,358
Total partners’ capital53,884,00555,293,723
Noncontrolling interests3,328,1043,323,047
Total capital57,212,10958,616,770
Total liabilities and capital$98,341,141$95,328,909

The accompanying notes are an integral part of these Consolidated Financial Statements.

Index

PROLOGIS, L.P.

CONSOLIDATED STAT****EMENTS OF INCOME

(Unaudited)

(In thousands, except per unit amounts)

Three Months EndedNine Months Ended
September 30,September 30,
2025202420252024
Revenues:
Rental$2,054,200$1,897,164$6,066,797$5,577,198
Strategic capital150,351135,367438,652418,521
Development management and other9,3303,85831,9665,245
Total revenues2,213,8812,036,3896,537,4156,000,964
Expenses:
Rental484,635427,4251,460,9151,326,917
Strategic capital69,27061,342194,964210,689
General and administrative110,66298,154332,234316,041
Depreciation and amortization647,999649,2651,957,2781,924,075
Other8,72415,68330,07939,371
Total expenses1,321,2901,251,8693,975,4703,817,093
Operating income before gains on real estate transactions, net892,591784,5202,561,9452,183,871
Gains on dispositions of development properties and land, net15,43532,00553,363159,487
Gains on other dispositions of investments in real estate, net32,235434,446116,078651,306
Operating income940,2611,250,9712,731,3862,994,664
Other income (expense):
Earnings from unconsolidated entities, net92,82784,749268,418259,558
Interest expense(258,274)(230,113)(741,891)(631,700)
Foreign currency, derivative and other gains (losses) and other income (expense), net100,981(37,942)(53,506)62,774
Gains (losses) on early extinguishment of debt, net---536
Total other income (expense)(64,466)(183,306)(526,979)(308,832)
Earnings before income taxes875,7951,067,6652,204,4072,685,832
Income tax expense(54,535)(4,214)(121,323)(80,073)
Consolidated net earnings821,2601,063,4512,083,0842,605,759
Less net earnings attributable to noncontrolling interests38,32932,728107,04491,838
Net earnings attributable to controlling interests782,9311,030,7231,976,0402,513,921
Less preferred unit distributions1,3691,4524,3264,407
Net earnings attributable to common unitholders$781,562$1,029,271$1,971,714$2,509,514
Weighted average common units outstanding – Basic951,116942,137946,726941,545
Weighted average common units outstanding – Diluted956,603953,813955,824953,530
Net earnings per unit attributable to common unitholders – Basic$0.82$1.08$2.07$2.64
Net earnings per unit attributable to common unitholders – Diluted$0.82$1.08$2.06$2.63

The accompanying notes are an integral part of these Consolidated Financial Statements.

Index

PROLOGIS, L.P.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In thousands)

Three Months EndedNine Months Ended
September 30,September 30,
2025202420252024
Consolidated net earnings$821,260$1,063,451$2,083,084$2,605,759
Other comprehensive income:
Foreign currency translation gains (losses), net26,432(417,102)(633,211)(87,659)
Unrealized gains (losses) on derivative contracts, net3,666(8,669)5,13526,854
Comprehensive income851,358637,6801,455,0082,544,954
Net earnings attributable to noncontrolling interests(38,329)(32,728)(107,044)(91,838)
Other comprehensive loss (income) attributable to noncontrolling interests198(605)(2,437)1,324
Comprehensive income attributable to common unitholders$813,227$604,347$1,345,527$2,454,440

The accompanying notes are an integral part of these Consolidated Financial Statements.

Index

PROLOGIS, L.P.

CONSOLI****DATED STATEMENTS OF CAPITAL

(Unaudited)

(In thousands)

Three Months Ended September 30, 2025 and 2024

General PartnerLimited PartnersNon-
PreferredCommonCommonClass A CommoncontrollingTotal
UnitsAmountUnitsAmountUnitsAmountUnitsAmountInterestsCapital
Balance at July 1, 20251,279$63,948928,037$52,664,62616,524$937,6985,941$328,656$3,311,886$57,306,814
Consolidated net earnings---764,266-17,601-1,06438,329821,260
Effect of equity compensation plans--6715,57331431,105---46,678
Capital contributions--------32,74332,743
Purchase of noncontrolling interests---(421)-----(421)
Redemption of limited partnership units--56031,7025,198293,556(5,923)(326,864)-(1,606)
Foreign currency translation gains (losses), net---25,825-(3,219)-4,024(198)26,432
Unrealized gains (losses) on derivative contracts, net---3,582-93-(9)-3,666
Reallocation of capital---7,704-(1,813)-(5,891)--
Distributions ($1.01 per common unit) and other---(941,264)-(27,526)-(11)(54,656)(1,023,457)
Balance at September 30, 20251,279$63,948928,664$52,571,59322,036$1,247,49518$969$3,328,104$57,212,109
General PartnerLimited PartnersNon-
PreferredCommonCommonClass A CommoncontrollingTotal
UnitsAmountUnitsAmountUnitsAmountUnitsAmountInterestsCapital
Balance at July 1, 20241,279$63,948925,880$53,281,11215,291$879,9247,650$421,376$3,276,961$57,923,321
Consolidated net earnings---1,005,719-16,986-8,01832,7281,063,451
Effect of equity compensation plans--11216,16836430,565---46,733
Capital contributions--------15,21415,214
Redemption of limited partnership units--1548,815(154)(8,815)----
Foreign currency translation gains (losses), net---(407,729)-(6,752)-(3,226)605(417,102)
Unrealized gains (losses) on derivative contracts, net---(8,469)-(134)-(66)-(8,669)
Reallocation of capital---5,071-(4,208)-(863)--
Distributions ($0.96 per common unit) and other---(892,866)-(20,380)-(4,947)(40,663)(958,856)
Balance at September 30, 20241,279$63,948926,146$53,007,82115,501$887,1867,650$420,292$3,284,845$57,664,092

Nine Months Ended September 30, 2025 and 2024

General PartnerLimited PartnersNon-
PreferredCommonCommonClass A CommoncontrollingTotal
UnitsAmountUnitsAmountUnitsAmountUnitsAmountInterestsCapital
Balance at January 1, 20251,279$63,948926,283$53,887,19015,699$913,2277,650$429,358$3,323,047$58,616,770
Consolidated net earnings---1,928,448-38,434-9,158107,0442,083,084
Effect of equity compensation plans--40566,15589687,508---153,663
Capital contributions--------59,21659,216
Purchase of noncontrolling interests---(1,677)----(11,984)(13,661)
Redemption of noncontrolling interests---757----(757)-
Redemption of limited partnership units--1,976113,1465,441302,893(7,632)(422,352)-(6,313)
Foreign currency translation gains (losses), net---(620,902)-(14,734)-(12)2,437(633,211)
Unrealized gains (losses) on derivative contracts, net---5,017-118---5,135
Reallocation of capital---15,282-(8,898)-(6,384)--
Distributions ($3.03 per common unit) and other---(2,821,823)-(71,053)-(8,799)(150,899)(3,052,574)
Balance at September 30, 20251,279$63,948928,664$52,571,59322,036$1,247,49518$969$3,328,104$57,212,109
General PartnerLimited PartnersNon-
PreferredCommonCommonClass A CommoncontrollingTotal
UnitsAmountUnitsAmountUnitsAmountUnitsAmountInterestsCapital
Balance at January 1, 20241,279$63,948924,391$53,117,77614,760$848,1608,595$469,561$3,324,275$57,823,720
Consolidated net earnings---2,452,782-41,055-20,08491,8382,605,759
Effect of equity compensation plans--40549,5201,202130,443---179,963
Capital contributions--------21,24521,245
Redemption of limited partnership units--1,35077,466(461)(26,127)(945)(51,838)-(499)
Foreign currency translation gains (losses), net---(84,257)-(1,410)-(668)(1,324)(87,659)
Unrealized gains (losses) on derivative contracts, net---26,207-439-208-26,854
Reallocation of capital---45,815-(44,212)-(1,603)--
Distributions ($2.88 per common unit) and other---(2,677,488)-(61,162)-(15,452)(151,189)(2,905,291)
Balance at September 30, 20241,279$63,948926,146$53,007,82115,501$887,1867,650$420,292$3,284,845$57,664,092

The accompanying notes are an integral part of these Consolidated Financial Statements.

Index

PROLOGIS, L.P.

CONSOLIDA****TED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

Nine Months Ended
September 30,
20252024
Operating activities:
Consolidated net earnings$2,083,084$2,605,759
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
Straight-lined rents and amortization of above and below market leases(530,691)(470,289)
Equity-based compensation awards141,654164,302
Depreciation and amortization1,957,2781,924,075
Earnings from unconsolidated entities, net(268,418)(259,558)
Operating distributions from unconsolidated entities454,682417,296
Decrease (increase) in operating receivables from unconsolidated entities8,16637,769
Amortization of debt discounts and debt issuance costs, net64,45058,446
Gains on dispositions of development properties and land, net(53,363)(159,487)
Gains on other dispositions of investments in real estate, net(116,078)(651,306)
Unrealized foreign currency and derivative losses (gains), net155,34861,188
Losses (gains) on early extinguishment of debt, net-(536)
Deferred income tax expense (benefit)(2,948)2,201
Decrease (increase) in other assets(127,522)(209,901)
Increase (decrease) in accounts payable and accrued expenses and other liabilities84,55656,799
Net cash provided by (used in) operating activities3,850,1983,576,758
Investing activities:
Real estate development(1,958,714)(2,376,890)
Real estate acquisitions(1,246,417)(1,820,308)
Tenant improvements and lease commissions on previously leased space(413,577)(347,488)
Property improvements(212,536)(248,868)
Proceeds from dispositions and contributions of real estate340,9441,788,924
Investments in and advances to unconsolidated entities(50,657)(479,897)
Return of investment from unconsolidated entities76,15654,067
Proceeds from the settlement of net investment hedges4,85212,797
Payments on the settlement of net investment hedges(18,908)(1,350)
Purchase of short-term investments(176,715)-
Net cash provided by (used in) investing activities(3,655,572)(3,419,013)
Financing activities:
Distributions paid on common and preferred units(2,902,624)(2,754,091)
Noncontrolling interests contributions59,21621,245
Noncontrolling interests distributions(150,899)(151,189)
Settlement of noncontrolling interests(13,661)-
Redemption of common limited partnership units(6,313)(499)
Tax paid with shares of the Parent withheld(18,757)(26,893)
Debt and equity issuance costs paid(30,706)(28,965)
Net proceeds from (payments on) credit facilities and commercial paper(27,937)(334,164)
Repurchase of and payments on debt(209,068)(917,560)
Proceeds from the issuance of debt2,955,4124,283,768
Net cash provided by (used in) financing activities(345,337)91,652
Effect of foreign currency exchange rate changes on cash18,1421,086
Net increase (decrease) in cash and cash equivalents(132,569)250,483
Cash and cash equivalents, beginning of period1,318,591530,388
Cash and cash equivalents, end of period$1,186,022$780,871

See Note 11 for information on noncash investing and financing activities and other information.

The accompanying notes are an integral part of these Consolidated Financial Statements.

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PROLOGIS, INC. AND PROLOGIS, L.P.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. GENERAL

Business. Prologis, Inc. (or the “Parent”) commenced operations as a fully integrated real estate company in 1997, elected to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code” or “IRC”), and believes the current organization and method of operation will enable it to maintain its status as a REIT. The Parent is the general partner of Prologis, L.P. (or the “Operating Partnership” or “OP”). Through the OP, we are engaged in the ownership, acquisition, development and management of logistics facilities with a focus on key markets in 20 countries on four continents. We invest in real estate through wholly owned subsidiaries and other entities through which we co-invest with partners and investors. We maintain a significant level of ownership in these co-investment ventures, which may be consolidated or unconsolidated based on our level of control of the entity. Our current business strategy consists of two reportable segments: Real Estate (Rental Operations and Development) and Strategic Capital. Our Real Estate Segment represents the ownership, leasing and development of logistics properties. Our Strategic Capital Segment represents the management of properties owned by our unconsolidated co-investment ventures and other ventures. See Note 10 for further discussion of our reportable segments. Unless otherwise indicated, the Notes to the Consolidated Financial Statements apply to both the Parent and the OP. The terms “the Company,” “Prologis,” “we,” “our” or “us” means the Parent and OP collectively.

For each share of preferred or common stock the Parent issues, the OP issues a corresponding preferred or common partnership unit, as applicable, to the Parent in exchange for the contribution of the proceeds from the stock issuance. At September 30, 2025, the Parent owned a 97.68% common general partnership interest in the OP and substantially all of the preferred units in the OP. The remaining 2.32% common limited partnership interests, are owned by unaffiliated investors and certain current and former directors and officers of the Parent. Each partner’s percentage interest in the OP is determined based on the number of OP units held, compared to total OP units outstanding at each period end and is used as the basis for the allocation of net income or loss to each partner. At the end of each reporting period, a capital adjustment is made in the OP to reflect the appropriate ownership interest for each of the common unitholders. These adjustments are reflected in the line items Reallocation of Equity in the Consolidated Statements of Equity of the Parent and Reallocation of Capital in the Consolidated Statements of Capital of the OP.

As the sole general partner of the OP, the Parent has complete responsibility and discretion in the day-to-day management and control of the OP, and we operate the Parent and the OP as one enterprise. The management of the Parent consists of the same members as the management of the OP. These members are officers of the Parent and employees of the OP or one of its subsidiaries. As general partner with control of the OP, the Parent is the primary beneficiary and therefore consolidates the OP. Because the Parent’s only significant asset is its investment in the OP, the assets and liabilities of the Parent and the OP are the same on their respective financial statements.

Basis of Presentation. The accompanying Consolidated Financial Statements are prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and are presented in our reporting currency, the U.S. dollar. Intercompany transactions with consolidated entities have been eliminated.

The accompanying unaudited interim financial information has been prepared according to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in our annual financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with such rules and regulations. Our management believes that the disclosures presented in these financial statements are adequate to make the information presented not misleading. In our opinion, all adjustments and eliminations, consisting only of normal recurring adjustments, necessary to present fairly the financial position and results of operations for both the Parent and the OP for the reported periods have been included. The results of operations for such interim periods are not necessarily indicative of the results for the full year. The accompanying unaudited interim financial information should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC, and other public information.

Accounting Pronouncements.

New Accounting Standards Issued but not yet Adopted

Income Taxes. In December 2023, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standard Update ("ASU") to enhance the transparency and decision usefulness of income tax disclosures on an annual basis. The ASU requires additional disclosures around income tax categories and further disaggregation of federal, state and foreign tax information and eliminates certain existing requirements. The standard is effective for the fiscal year ended December 31, 2025. We do not expect the standard to have a material impact on our Consolidated Financial Statements.

Disaggregation of Income Statement Expenses. In November 2024, the FASB issued an ASU to enhance disclosures about certain expense types in commonly presented expense captions on the Consolidated Statements of Income. The ASU requires additional disclosures that disaggregate expense captions into specific components with qualitative descriptions. This standard is effective for the

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fiscal year ended December 31, 2027, and interim periods thereafter, on a prospective or retrospective basis. We do not expect the standard to have a material impact on our Consolidated Financial Statements as we anticipate the primary change will be additional disclosure in our Consolidated Financial Statements.

NOTE 2. R****EAL ESTATE

Investments in real estate properties consisted of the following (dollars and square feet in thousands):

Square FeetNumber of Buildings
Sep 30,Dec 31,Sep 30,Dec 31,Sep 30,Dec 31,
202520242025202420252024
Operating properties:
Buildings and improvements654,051643,9293,0162,987$56,500,079$54,840,666
Improved land24,188,82423,438,687
Development portfolio, including land costs:
Prestabilized8,3865,38732191,314,347813,029
Properties under development13,03018,30638661,434,0642,016,584
Land (1)5,095,6714,453,522
Other real estate investments (2)6,504,4915,683,688
Total investments in real estate properties95,037,47691,246,176
Less accumulated depreciation14,345,03312,758,159
Net investments in real estate properties$80,692,443$78,488,017

(1)

At September 30, 2025 and December 31, 2024, our land was comprised of 8,730 and 8,708 acres, respectively.

(2)

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

Acquisitions

The following table summarizes our real estate acquisition activity (dollars and square feet in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
20252024 (1)20252024 (1)
Number of operating properties1461154
Square feet6008,7703,88311,047
Acres of land38342486707
Acquisition cost of net investments in real estate, excluding other real estate investments$77,360$1,431,598$1,012,134$1,999,129
Acquisition cost of other real estate investments$15,391$184,761$295,764$235,004

(1)

During the three and nine months ended September 30, 2024, we acquired our partners' interest in an unconsolidated venture and began consolidating the properties, including 30 operating properties aggregating 6.0 million square feet.

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Dispositions

The following table summarizes our dispositions of net investments in real estate which include contributions to unconsolidated co-investment ventures and dispositions to third parties (dollars and square feet in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Dispositions of development properties and land, net (1)
Number of properties13210
Square feet571,2844593,123
Net proceeds$49,661$202,386$150,938$580,876
Gains on dispositions of development properties and land, net$15,435$32,005$53,363$159,487
Other dispositions of investments in real estate, net (2)
Number of properties119771
Square feet2846,1311,30813,954
Net proceeds$42,328$893,054$211,487$1,776,112
Gains on other dispositions of investments in real estate, net$32,235$434,446$116,078$651,306

(1)

The gains we recognize in Gains on Dispositions of Development Properties and Land, Net in the Consolidated Statements of Income are principally driven by the contribution of newly developed properties to our unconsolidated co-investment ventures and occasionally sales to a third party.

(2)

The three and nine months ended September 30, 2024 include the contribution of operating properties to our unconsolidated co-investment venture in the U.S.

Leases

We recognized lease right-of-use assets of $653.0 million and $707.8 million within Other Assets and lease liabilities of $618.2 million and $615.3 million within Other Liabilities, principally for land and office space leases in which we are the lessee, in the Consolidated Balance Sheets at September 30, 2025 and December 31, 2024, respectively.

NOTE 3. UNCONSOLIDATED ENTITIES

Summary of Investments

We have investments in entities through a variety of ventures. We co-invest in entities that own multiple properties with partners and investors and we provide asset management and property management services to these entities, which we refer to as co-investment ventures. These entities may be consolidated or unconsolidated depending on the structure, our partner’s participation and other rights and our level of control of the entity. This note details our investments in unconsolidated co-investment ventures, which are related parties and accounted for using the equity method of accounting. See Note 6 for more detail regarding our consolidated investments that are not wholly owned.

We also have investments in other ventures, generally with one partner, which we primarily account for using the equity method. We refer to our investments in both unconsolidated co-investment ventures and other ventures, collectively, as unconsolidated entities.

The following table summarizes our investments in and advances to unconsolidated entities (in thousands):

September 30,December 31,
20252024
Unconsolidated co-investment ventures$9,730,490$9,274,762
Other ventures812,567804,686
Total$10,543,057$10,079,448

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Unconsolidated Co-Investment Ventures

The following table summarizes the Strategic Capital Revenues we recognized in the Consolidated Statements of Income related to our unconsolidated co-investment ventures (in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Recurring fees$130,425$117,855$383,914$345,776
Transactional fees16,57714,37247,09639,786
Promote revenue1,2459081,24525,027
Total strategic capital revenues from unconsolidated co-investment ventures (1)$148,247$133,135$432,255$410,589

(1)

These amounts exclude strategic capital revenues from other ventures.

The following table summarizes the key property information, financial position and operating information of our unconsolidated co-investment ventures on a U.S. GAAP basis (not our proportionate share) and the amounts we recognized in the Consolidated Financial Statements related to these ventures (dollars and square feet in millions):

U.S.Other Americas (1)EuropeAsiaTotal
At:Sep 30, 2025Dec 31, 2024Sep 30, 2025Dec 31, 2024Sep 30, 2025Dec 31, 2024Sep 30, 2025Dec 31, 2024Sep 30, 2025Dec 31, 2024
Key property information:
Ventures1122224499
Operating properties7677673903911,0471,0372432412,4472,436
Square feet1341348585235232101100555551
Financial position:
Total assets ($)13,68713,9037,2747,11226,24223,8739,5739,40456,77654,292
Third-party debt ($)5,3985,3992,2102,2426,9056,3434,0643,94218,57717,926
Total liabilities ($)6,4006,4662,5032,4229,1348,3754,4784,36222,51521,625
Our investment balance ($) (2)2,9843,0231,1891,1684,8074,3717507139,7309,275
Our weighted average ownership (3)30.5%30.5%31.0%30.9%32.8%33.0%15.4%15.2%29.1%29.0%
U.S.Other Americas (1)(4)EuropeAsiaTotal
Operating Information:Sep 30, 2025Sep 30, 2024Sep 30, 2025Sep 30, 2024Sep 30, 2025Sep 30, 2024Sep 30, 2025Sep 30, 2024Sep 30, 2025Sep 30, 2024
For the three months ended:
Total revenues ($)4113552061105274671641621,3081,094
Net earnings ($)102103414189964611278251
Our earnings from unconsolidated co-investment ventures, net ($)323117133136828882
For the nine months ended:
Total revenues ($)1,2241,0706203501,5041,3594904753,8383,254
Net earnings ($)30432217215025825910048834779
Our earnings from unconsolidated co-investment ventures, net ($)969754499091179257246

(1)

Prologis Brazil Logistics Venture and our other Brazilian joint ventures are combined as one venture for the purpose of this table.

(2)

Prologis’ investment balance is presented at our adjusted basis. The difference between our ownership interest of a venture’s equity and our investment balance at September 30, 2025 and December 31, 2024, results principally from four types of transactions: (i) deferred gains from the contribution of property to a venture prior to January 1, 2018; (ii) recording additional costs associated with our investment in the venture; (iii) receivables, principally for fees and promotes; and (iv) customer security deposits retained subsequent to property contributions to Nippon Prologis REIT, Inc. and Prologis Japan Core Logistics Fund.

(3)

Represents our weighted average ownership interest in all unconsolidated co-investment ventures based on each entity’s contribution of total assets before depreciation, net of other liabilities.

(4)

In 2024, FIBRA Prologis acquired an 89.9% ownership interest in Terrafina, a Mexican FIBRA, and began consolidating Terrafina in August 2024.

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Equity Commitments Related to Certain Unconsolidated Co-Investment Ventures

At September 30, 2025, our outstanding equity commitments were $194.1 million, principally for Prologis Japan Core Logistics Fund and Prologis China Logistics Venture. The equity commitments expire from 2025 to 2033 if they have not been previously called.

NOTE 4. A****SSETS HELD FOR SALE OR CONTRIBUTION

We had investments in certain real estate properties that met the criteria to be classified as held for sale or contribution at September 30, 2025 and December 31, 2024. At the time of classification, these properties were expected to be sold to third parties or were recently stabilized and expected to be contributed to unconsolidated co-investment ventures within twelve months. The amounts included in Assets Held for Sale or Contribution in the Consolidated Balance Sheets represented real estate investment balances and the related assets and liabilities.

Assets held for sale or contribution consisted of the following (dollars and square feet in thousands):

September 30, 2025December 31, 2024
Number of operating properties118
Square feet3,1582,229
Total assets held for sale or contribution$358,851$248,511
Total liabilities associated with assets held for sale or contribution – included in Other Liabilities$17,141$1,951

NOTE 5. D****EBT

All debt is incurred by the OP or its consolidated subsidiaries. The following table summarizes our debt (dollars in thousands):

September 30, 2025December 31, 2024
Weighted AverageAmountWeighted AverageAmount
Interest Rate (1)Years (2)Outstanding (3)Interest Rate (1)Years (2)Outstanding (3)
Credit facilities and commercial paper2.9%1.8$224,9224.1%1.8$224,966
Senior notes3.2%9.032,777,2343.2%9.828,322,163
Term loans and unsecured other1.9%4.11,979,0402.0%4.42,013,317
Secured mortgage4.3%2.4321,7054.3%3.2318,817
Total3.2**%**8.6$35,302,9013.1**%**9.4$30,879,263

(1)

The weighted average interest rates presented represent the effective interest rates (including amortization of debt issuance costs and noncash premiums or discounts) at the end of the period for the debt outstanding and include the impact of designated interest rate contracts, which effectively fix the interest rate on certain variable rate debt.

(2)

The weighted average years represents the remaining maturity in years on the debt outstanding at period end.

(3)

We borrow in the functional currencies of the countries where we invest. Included in the outstanding balances were borrowings denominated in the following currencies:

September 30, 2025December 31, 2024
Weighted Average Interest RateAmount Outstanding% of TotalWeighted Average Interest RateAmount Outstanding% of Total
British pound sterling3.0%$1,840,6125.2%3.1%$1,714,6535.6%
Canadian dollar4.5%1,767,7725.0%4.7%1,262,5084.1%
Euro2.2%12,291,55034.8%2.1%9,900,60232.1%
Japanese yen1.2%3,110,1018.8%1.1%2,910,7559.4%
U.S. dollar4.1%15,733,73444.6%4.1%14,457,87246.8%
Other3.8%559,1321.6%3.6%632,8732.0%
Total3.2**%**$35,302,901100.0%3.1**%**$30,879,263100.0%

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Credit Facilities and Commercial Paper

The following table summarizes information about our available liquidity at September 30, 2025 (in millions):

Aggregate lender commitments
Credit facilities$6,524
Less:
Credit facility borrowings outstanding225
Commercial paper borrowings outstanding (1)-
Outstanding letters of credit27
Current availability6,272
Cash and cash equivalents1,186
Total liquidity$7,458

(1)

We are required to maintain available commitments under our credit facilities in an amount at least equal to the commercial paper borrowings outstanding.

Credit Facilities

In May 2025, we amended and restated one of our global senior credit facilities (the "2022 Global Facility") as the 2025 Global Facility. Each of the global senior credit facilities, the 2023 Global Facility and the 2025 Global Facility, have a borrowing capacity of $3.0 billion (subject to currency fluctuations). We may draw on both facilities in British pounds sterling, Canadian dollars, euro, Japanese yen, Mexican pesos and U.S. dollars on a revolving basis. The 2023 Global Facility is scheduled to mature in June 2027 and the 2025 Global Facility in June 2029; however, we can extend the maturity date for each facility by six months on two occasions, subject to the payment of extension fees. We also have the ability to increase each credit facility to $4.0 billion, subject to currency fluctuations and obtaining additional lender commitments.

We also have a Japanese yen revolver (the "Yen Credit Facility") with a borrowing capacity of ¥58.5 billion ($395.3 million at September 30, 2025). We have the ability to increase the borrowing capacity of the Yen Credit Facility to ¥75.0 billion ($506.8 million at September 30, 2025), subject to obtaining additional lender commitments. The Yen Credit Facility is scheduled to mature in August 2027; however, we may extend the maturity date for one year, subject to the payment of extension fees.

We refer to the 2023 Global Facility, the 2025 Global Facility and the Yen Credit Facility, collectively, as our “Credit Facilities.” Pricing for the Credit Facilities, including the spread over the applicable benchmark and the rates applicable to facility fees and letter of credit fees, varies based on the public debt ratings of the OP.

Our Credit Facilities are utilized to support our cash needs for general corporate purposes on a short-term basis. The maturities of the borrowings under the Credit Facilities generally range from overnight to three months.

Commercial Paper

We have commercial paper programs under which we may issue, repay and re-issue short-term unsecured commercial paper notes. Under our existing U.S. dollar-denominated program, the aggregate principal amount of notes outstanding at any time cannot exceed $1.0 billion. In June 2025, we established an additional multicurrency program under which we may issue notes denominated in British pound sterling, euros or U.S. dollars. The aggregate principal amount of notes outstanding under this program cannot exceed €1.0 billion (or its equivalent in other currencies) ($1.2 billion at September 30, 2025).The net proceeds from both programs are expected to be used for general corporate purposes. The maturities of the notes generally range from overnight to three months. Under customary terms in the commercial paper market, the notes are issued either at a discount to par or at par with fixed or floating interest rates. At any point in time, we are required to maintain available commitments under our Credit Facilities in an amount at least equal to the amount of notes outstanding under both programs.

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Senior Notes

The following table summarizes the issuances of senior notes during the nine months ended September 30, 2025 (principal in thousands):

Aggregate PrincipalIssuance Date Weighted Average
Issuance DateBorrowing CurrencyUSD (1)Interest RateYearsMaturity Dates
FebruaryC$750,000$520,4284.2%8.0February 2033
May$1,250,000$1,250,0005.1%8.3January 2031 – May 2035
September€1,000,000$1,178,1003.6%9.5September 2032 – 2037
Total$2,948,5284.3**%**8.7

(1)

The exchange rate used to calculate into U.S. dollars was the spot rate at the settlement date.

Long-Term Debt Maturities

Scheduled principal payments due on our debt for the remainder of 2025 and for each year through the period ended December 31, 2029, and thereafter were as follows at September 30, 2025 (in thousands):

Unsecured
Credit Facilities andSeniorTerm LoansSecured
MaturityCommercial PaperNotesand OtherMortgageTotal
2025 (1)$-$-$66$175,179$175,245
2026 (1)(2)-1,352,218858,76646,9332,257,917
2027 (3)224,9221,988,31954,0564,1562,271,453
2028-2,612,085114,1893,0412,729,315
2029-3,417,121-3,1913,420,312
Thereafter-23,969,327954,17582,90325,006,405
Subtotal224,92233,339,0701,981,252315,40335,860,647
Unamortized premiums (discounts), net-(427,241)-6,568(420,673)
Unamortized debt issuance costs, net-(134,595)(2,212)(266)(137,073)
Total$224,922$32,777,234$1,979,040$321,705$35,302,901

(1)

We expect to repay the amounts maturing in the next twelve months with cash generated from operations, proceeds from dispositions of real estate properties, or as necessary, with additional borrowings, including drawing on our available Credit Facilities.

(2)

Included in 2026 maturities was the Canadian dollar term loan ($143.7 million at September 30, 2025), which can be extended until 2027, subject to the payment of extension fees.

(3)

Included in the 2027 maturities were the amounts borrowed on the 2023 Global Facility and Yen Credit Facility ($169.5 million and $55.4 million, respectively, at September 30, 2025) which can be extended until 2028.

Financial Debt Covenants

Our Credit Facilities, senior notes and term loans outstanding at September 30, 2025 were subject to certain financial covenants under their related documents. At September 30, 2025, we were in compliance with all of our financial debt covenants.

Guarantee of Finance Subsidiary Debt

We have finance subsidiaries as part of our operations in Europe (Prologis Euro Finance LLC), Japan (Prologis Yen Finance LLC) and the U.K. (Prologis Sterling Finance LLC) in order to mitigate our foreign currency risk by borrowing in the currencies in which we invest. These entities are 100% indirectly owned by the OP and all unsecured debt issued or to be issued by each entity is or will be fully and unconditionally guaranteed by the OP. There are no restrictions or limits on the OP’s ability to obtain funds from its subsidiaries by dividend or loan. In reliance on Rule 13-01 of Regulation S-X, the separate financial statements of Prologis Euro Finance LLC, Prologis Yen Finance LLC and Prologis Sterling Finance LLC are not provided.

Index

NOTE 6. N****ONCONTROLLING INTERESTS

Prologis, L.P.

We report noncontrolling interests related to several entities we consolidate but of which we do not own 100% of the equity. These entities include two real estate partnerships that have issued limited partnership units to third parties. Depending on the specific partnership agreements, these limited partnership units are redeemable for cash or, at our option, shares of the Parent’s common stock, generally at a rate of one share of common stock to one limited partnership unit. We also consolidate certain entities in which we do not own 100% of the equity but the equity of these entities is not exchangeable into our common stock.

Prologis, Inc.

The noncontrolling interests of the Parent include the noncontrolling interests described above for the OP, as well as the limited partnership units in the OP that are not owned by the Parent. The outstanding limited partnership units receive quarterly cash distributions equal to the quarterly dividends paid on our common stock pursuant to the terms of the applicable partnership agreements.

The following table summarizes these entities (dollars in thousands):

Our Ownership PercentageNoncontrolling InterestsTotal AssetsTotal Liabilities
Sep 30, 2025Dec 31, 2024Sep 30, 2025Dec 31, 2024Sep 30, 2025Dec 31, 2024Sep 30, 2025Dec 31, 2024
Prologis U.S. Logistics Venture55.0%55.0%$3,069,949$3,091,941$6,987,367$7,014,774$171,603$149,823
Other consolidated entities (1)variousvarious258,155231,1063,346,0603,031,608439,185399,277
Prologis, L.P.3,328,1043,323,04710,333,42710,046,382610,788549,100
Limited partners in Prologis, L.P. (2)(3)1,248,4641,342,585----
Prologis, Inc.$4,576,568$4,665,632$10,333,427$10,046,382$610,788$549,100

(1)

Includes two partnerships that have issued limited partnership units to third parties. The limited partnership units outstanding at September 30, 2025 and December 31, 2024 were exchangeable into cash or, at our option, 0.3 million shares of the Parent’s common stock.

(2)

We had less than 0.1 million and 7.7 million Class A Units at September 30, 2025 and December 31, 2024, respectively, that were convertible into less than 0.1 million and 7.4 million, respectively, limited partnership units of the OP at the end of each period. During the three and nine months ended September 30, 2025, the majority of the Class A Units in the OP were converted to limited partnership units in the OP.

(3)

At September 30, 2025 and December 31, 2024, limited partnership units in the OP, excluding the Class A Units, were exchangeable into cash or, at our option, 15.1 million and 9.0 million shares of the Parent’s common stock, respectively, and vested OP Long-Term Incentive Plan Units (“LTIP Units”) associated with our long-term compensation plans were exchangeable into 6.9 million and 6.7 million shares of the Parent’s common stock, respectively. See further discussion of LTIP Units in Note 7.

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NOTE 7. L****ONG-TERM COMPENSATION

Equity-Based Compensation Programs

Performance Stock Unit ("PSU") Program

PSUs are granted under the Company's 2020 Long-Term Incentive Plan and are settled in equity at the end of a three-year performance period if applicable market-based performance hurdles are met. Such hurdles are based on a performance scale of Prologis’ percentile ranking in the Morgan Stanley Capital International US REIT Index (the “Index”) for a three-year performance period. Prologis must perform at the 55th percentile to earn a target award of 100.0%. The award is capped at 200.0% of the target for performance at or above the 85th percentile, and there is no payout in the event Prologis’ performance is below the 35th percentile. There is a proportional scaling between the 35th and the 85th percentiles, starting with 50.0% of the target being earned at the 35th percentile. If an award meets applicable market-based performance hurdles and is earned at the end of the initial three-year performance period, one-third of the award vests at the end of the performance period and the remaining award vests equally one and two years after the award is earned. The award is subject to an additional three-year holding requirement. Awards are in the form of common stock, restricted stock units ("RSUs") and LTIP Units.

The fair value of the awards is measured at the grant date and amortized over the period from the grant date to the date at which the awards vest, regardless of whether the market condition has been satisfied, which ranges from three to five years. We granted PSUs for the 2025 – 2027 performance period in January 2025, with a fair value of $83.9 million. The fair value was calculated using a Monte Carlo valuation model that assumed a risk-free interest rate of 4.4% and an expected volatility of 29.0% for Prologis and 30.2% for the peer group companies.

Prologis Outperformance Plan (“POP”)

In prior years, we allocated participation points or a percentage of the compensation pool to participants under our POP, corresponding to three-year performance periods beginning each January 1. Commencing in 2024 for named executive officers (“NEOs”) and in 2025 for other employees who previously received participation points, those individuals received the PSUs discussed above. No new awards will be granted to these individuals under the POP. The RSUs and LTIP Units table below includes POP awards that were earned but are unvested, while any vested awards are reflected within the Consolidated Statements of Equity and Capital.

Other Equity-Based Compensation Programs

Our other equity-based compensation programs include: (i) the Prologis Promote Plan; (ii) the annual long-term incentive equity award program; and (iii) the annual bonus exchange program. Awards under these programs may be issued in the form of RSUs or LTIP Units at the participants' elections. RSUs and LTIP Units are valued based on the market price of the Parent’s common stock at the grant date, and the grant date fair value is recognized as compensation expense over the service period.

Summary of Award Activity

PSUs

The following table summarizes the activity for PSUs for the nine months ended September 30, 2025 (units in thousands):

PSUs
UnearnedWeighted Average Grant Date Fair Value
Balance at January 1, 2025244$129.10
Granted87895.53
Earned--
Forfeited(6)95.53
Balance at September 30, 20251,116$102.88

Index

RSUs and LTIP Units

The following table summarizes the activity for RSUs and LTIP Units for the nine months ended September 30, 2025 (units in thousands):

RSUsLTIP Units
UnvestedWeighted Average Grant Date Fair ValueUnvestedWeighted Average Grant Date Fair Value
Balance at January 1, 20252,063$99.395,250$72.15
Granted468109.30586109.46
Conversion of earned PSUs----
Vested(573)122.79(896)122.07
Forfeited(72)121.04--
Balance at September 30, 20251,886$93.924,940$67.51

NOTE 8. E****ARNINGS PER COMMON SHARE OR UNIT

We determine basic earnings per share or unit based on the weighted average number of shares of common stock or units outstanding during the period. We compute diluted earnings per share or unit based on the weighted average number of shares or units outstanding combined with the incremental weighted average effect from all outstanding potentially dilutive instruments. During the three and nine months ended September 30, 2025, the majority of the Class A Units in the OP were converted to limited partnership units in the OP.

The computation of our basic and diluted earnings per share and unit was as follows (in thousands, except per share and unit amounts):

Three Months EndedNine Months Ended
September 30,September 30,
Prologis, Inc.2025202420252024
Net earnings attributable to common stockholders – Basic$762,897$1,004,267$1,924,122$2,448,375
Net earnings attributable to exchangeable limited partnership units (1)18,78125,13047,59261,851
Adjusted net earnings attributable to common stockholders – Diluted$781,678$1,029,397$1,971,714$2,510,226
Weighted average common shares outstanding – Basic928,851926,427928,186926,017
Incremental weighted average effect on exchange of limited partnership units (1)22,80923,19122,95823,424
Incremental weighted average effect of equity awards4,9434,1954,6804,089
Weighted average common shares outstanding – Diluted (2)956,603953,813955,824953,530
Net earnings per share attributable to common stockholders:
Basic$0.82$1.08$2.07$2.64
Diluted$0.82$1.08$2.06$2.63

Index

Three Months EndedNine Months Ended
September 30,September 30,
Prologis, L.P.2025202420252024
Net earnings attributable to common unitholders$781,562$1,029,271$1,971,714$2,509,514
Net earnings attributable to Class A Units(1,064)(8,018)(9,158)(20,084)
Net earnings attributable to common unitholders – Basic780,4981,021,2531,962,5562,489,430
Net earnings attributable to Class A Units1,0648,0189,15820,084
Net earnings attributable to exchangeable other limited partnership units116126-712
Adjusted net earnings attributable to common unitholders – Diluted$781,678$1,029,397$1,971,714$2,510,226
Weighted average common partnership units outstanding – Basic951,116942,137946,726941,545
Incremental weighted average effect on exchange of Class A Units3867,3224,4187,597
Incremental weighted average effect on exchange of other limited partnership units158159-299
Incremental weighted average effect of equity awards of Prologis, Inc.4,9434,1954,6804,089
Weighted average common units outstanding – Diluted (2)956,603953,813955,824953,530
Net earnings per unit attributable to common unitholders:
Basic$0.82$1.08$2.07$2.64
Diluted$0.82$1.08$2.06$2.63

(1)

Earnings allocated to the exchangeable OP units not held by the Parent have been included in the numerator and exchangeable common units have been included in the denominator for the purpose of computing diluted earnings per share for all periods as the per share and unit amount is the same.

(2)

Our total weighted average potentially dilutive shares and units outstanding consisted of the following:

Three Months EndedNine Months Ended
September 30,September 30,
2025202420252024
Class A Units3867,3224,4187,597
Other limited partnership units259299265299
Equity awards7,2107,3147,4237,942
Prologis, L.P.7,85514,93512,10615,838
Common limited partnership units22,26515,71018,54015,528
Prologis, Inc.30,12030,64530,64631,366

NOTE 9. FI****NANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Derivative Financial Instruments

In the normal course of business, our operations are exposed to market risks, including the effect of changes in foreign currency exchange rates and interest rates. We may enter into derivative financial instruments to offset these underlying market risks. There have been no significant changes in our policy and strategy from what was disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.

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The following table presents the fair value of our derivative financial instruments recognized within Other Assets and Other Liabilities in the Consolidated Balance Sheets (in thousands):

September 30, 2025December 31, 2024
AssetLiabilityAssetLiability
Undesignated derivatives
Foreign currency contracts
Forwards
Brazilian real$-$762$-$-
British pound sterling32514,8578,785422
Canadian dollar8,3971715,503-
Euro2,04626,95332,989-
Japanese yen40,544355,818-
Swedish krona4005,3164,642108
Options
Mexican peso8,733-1,814-
Designated derivatives
Foreign currency contracts
Net investment hedges
British pound sterling1,23510,3932,837108
Canadian dollar2,891-5,454-
Interest rate contracts
Cash flow hedges
U.S. dollar1,0181,8089,587-
Total fair value of derivatives$65,589$60,109$137,429$638

Undesignated Derivative Financial Instruments

Foreign Currency Contracts

The following table summarizes the activity of our undesignated foreign currency contracts for the nine months ended September 30 (in millions, except for weighted average forward rates and number of active contracts):

20252024
CADEURGBPJPYOtherTotalCADEURGBPJPYOtherTotal
Notional amounts at January 1 ($)254526386312(27)1,451213524442384561,619
New contracts ($)111186100681848310212610910617460
Matured, expired or settled contracts ($)(49)(98)(66)(59)(19)**(**291)(32)(86)(120)(148)(61)**(**447)
Notional amounts at September 30 ($)316614420321**(**28)1,643283564431342121,632
Weighted average forward rate at September 301.331.161.29123.151.311.151.26120.22
Active contracts at September 3012012710893109929688

The following table summarizes the undesignated derivative financial instruments exercised and associated realized and unrealized gains (losses), respectively, in Foreign Currency, Derivative and Other Gains (Losses) and Other Income (Expense), Net in the Consolidated Statements of Income (in millions, except for number of exercised contracts):

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Exercised contracts313083161
Realized gains (losses) on the matured, expired or settled contracts$3$10$16$50
Unrealized gains (losses) on the change in fair value of outstanding contracts$34$(67)$(97)$(32)

Designated Derivative Financial Instruments

Changes in the fair value of derivatives that are designated as net investment hedges ("NIHs") of our foreign operations and cash flow hedges ("CFHs") are recorded in Accumulated Other Comprehensive Income (Loss) (“AOCI/L”) in the Consolidated Balance Sheets and reflected within the AOCI/L table below.

Index

Foreign Currency Contracts

The following table summarizes the activity of our foreign currency contracts designated as NIHs for the nine months ended September 30 (in millions, except for weighted average forward rates and number of active contracts):

20252024
CADGBPTotalCADGBPTotal
Notional amounts at January 1 ($)163432595516432948
New contracts ($)20054974947397444
Matured, expired or settled contracts ($)(163)(305)**(**468)(399)(399)**(**798)
Notional amounts at September 30 ($)200676876164430594
Weighted average forward rate at September 301.361.331.361.25
Active contracts at September 302624

Interest Rate Contracts

The following table summarizes the activity of our interest rate contracts designated as CFHs for the nine months ended September 30 (in millions):

20252024
CADEURUSDTotalEURGBPUSDTotal
Notional amounts at January 1 ($)--280280700-5501,250
New contracts ($)1395431,2501,932-246600846
Matured, expired or settled contracts ($)(139)(543)(1,155)**(**1,837)(700)(246)(1,050)**(**1,996)
Notional amounts at September 30 ($)--375375--100100

Designated Nonderivative Financial Instruments

The following table summarizes our debt and accrued interest, designated as a hedge of our net investment in international subsidiaries at the quarter ended (in millions):

September 30, 2025December 31, 2024
British pound sterling$1,858$1,763
Canadian dollar$1,315$758

The following table summarizes the unrealized gains (losses) in Foreign Currency, Derivative and Other Gains (Losses) and Other Income (Expense), Net in the Consolidated Statements of Income on the remeasurement of the unhedged portion of our euro-denominated and Chinese renminbi-denominated debt and accrued interest (in millions):

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Unrealized gains (losses) on the unhedged portion$2$(28)$(69)$(12)

Accumulated Other Comprehensive Income (Loss) ("AOCI/L")

The change in AOCI/L in the Consolidated Statements of Equity during the periods presented was due to the following: (i) the currency translation adjustments ("CTA") that we recognize due to the translation of the financial statements of our consolidated subsidiaries, whose functional currency is not the U.S. dollar, into U.S. dollars; and (ii) the change in the fair value of the effective portion of our derivative financial instruments that have been designated as NIHs and CFHs and the translation of the hedged portion of our debt.

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The following tables present these changes in AOCI/L (in thousands):

Three Months Ended September 30, 2025 and 2024

Unrealized gains (losses) on CFHs (1)Our share of derivatives from unconsolidated co-investment venturesDerivative NIHsDebt designated as nonderivative NIHs (2)CTATotal AOCI/L
Balance at July 1, 2025$(10,379)$12,806$295,707$99,385$(1,163,026)$(765,507)
Other comprehensive income (loss), net8482,73517,62753,361(45,164)29,407
Balance at September 30, 2025$**(**9,531)$15,541$313,334$152,746$**(**1,208,190)$**(**736,100)
Unrealized gains (losses) on CFHsOur share of derivatives from unconsolidated co-investment venturesDerivative NIHsDebt designated as nonderivative NIHs (2)CTATotal AOCI/L
Balance at July 1, 2024$(18,488)$15,834$328,596$272,495$(754,490)$(156,053)
Other comprehensive income (loss), net(3,488)(4,981)(24,626)(117,782)(265,321)(416,198)
Balance at September 30, 2024$**(**21,976)$10,853$303,970$154,713$**(**1,019,811)$**(**572,251)

Nine Months Ended September 30, 2025 and 2024

Unrealized gains (losses) on CFHs (1)Our share of derivatives from unconsolidated co-investment venturesDerivative NIHsDebt designated as nonderivative NIHs (2)CTATotal AOCI/L
Balance at January 1, 2025$(11,659)$12,652$341,852$327,897$(790,957)$(120,215)
Other comprehensive income (loss), net2,1282,889(28,518)(175,151)(417,233)(615,885)
Balance at September 30, 2025$**(**9,531)$15,541$313,334$152,746$**(**1,208,190)$**(**736,100)
Unrealized gains (losses) on CFHsOur share of derivatives from unconsolidated co-investment venturesDerivative NIHsDebt designated as nonderivative NIHs (2)CTATotal AOCI/L
Balance at January 1, 2024$(45,744)$8,414$310,526$254,102$(1,041,499)$(514,201)
Other comprehensive income (loss), net23,7682,439(6,556)(99,389)21,688(58,050)
Balance at September 30, 2024$**(**21,976)$10,853$303,970$154,713$**(**1,019,811)$**(**572,251)

(1)

We estimate an additional expense of $1.8 million will be reclassified to Interest Expense in the Consolidated Statements of Income over the next 12 months from September 30, 2025, due to the amortization of settled derivatives designated as cash flow hedges.

(2)

Reclassification of amounts out of AOCI/L due to the remeasurement of the unhedged portion of our euro-denominated and Chinese renminbi-denominated debt and accrued interest is included within other comprehensive income (loss), net.

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Fair Value Measurements

There have been no significant changes in our policy from what was disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.

Fair Value Measurements on a Recurring Basis

At September 30, 2025 and December 31, 2024, other than the derivatives discussed previously, we had no significant financial assets or financial liabilities that were measured at fair value on a recurring basis in the Consolidated Financial Statements. All of our derivatives held at September 30, 2025 and December 31, 2024, were classified as Level 2 of the fair value hierarchy.

Fair Value Measurements on Nonrecurring Basis

Acquired properties and assets we expect to sell or contribute are significant nonfinancial assets that met the criteria to be measured at fair value on a nonrecurring basis. At September 30, 2025 and December 31, 2024, we estimated the fair value of our properties using Level 2 or Level 3 inputs from the fair value hierarchy. See more information on our acquired properties in Note 2 and assets held for sale or contribution in Note 4.

Fair Value of Financial Instruments

At September 30, 2025 and December 31, 2024, the carrying amounts of certain financial instruments, including cash and cash equivalents, accounts and notes receivable, accounts payable and accrued expenses were representative of their fair values.

The differences in the fair value of our debt from the carrying value in the table below were the result of differences in interest rates or borrowing spreads that were available to us at September 30, 2025 and December 31, 2024, as compared with those in effect when the debt was issued or assumed, including lower borrowing spreads due to our credit ratings. See Note 5 for more information on our debt activity.

The following table reflects the carrying amounts and estimated fair values of our debt (in thousands):

September 30, 2025December 31, 2024
Carrying ValueFair ValueCarrying ValueFair Value
Credit facilities and commercial paper$224,922$224,922$224,966$224,966
Senior notes32,777,23430,942,03228,322,16326,095,901
Term loans and unsecured other1,979,0401,943,3002,013,3171,991,934
Secured mortgage321,705311,609318,817298,452
Total$35,302,901$33,421,863$30,879,263$28,611,253

NOTE 10. R****EPORTABLE SEGMENTS

Our current business strategy includes two reportable segments: Real Estate (Rental Operations and Development) and Strategic Capital. We generate revenues, earnings, net operating income and cash flows through our segments, as follows:

Real Estate Segment. This reportable segment represents the ownership and development of operating properties and is the largest component of our revenue and earnings. We collect rent from our customers through operating leases, including reimbursements for the majority of our property operating costs. The Real Estate Segment also includes development activities that lead to rental operations, including land held for development and properties currently under development, and other real estate investments, including renewable energy assets. Within this line of business, we utilize the following: (i) our land bank; (ii) the development and leasing expertise of our local teams; and (iii) our customer relationships.

Strategic Capital Segment. This reportable segment represents the management of unconsolidated co-investment ventures. We generate strategic capital revenues primarily from our unconsolidated co-investment ventures through asset management and property management services and we earn additional revenues by providing leasing, acquisition, construction, development, financing and disposition services. Depending on the structure of the venture and the returns provided to our partners, we also earn revenues through promotes periodically during the life of a venture or upon liquidation.

Our management Executive Committee (“EC”) is our Chief Operating Decision Maker (“CODM”) and regularly reviews operating results and makes strategic and operating decisions with regards to assessing performance and allocating resources based on our two reportable segments. The EC consists of the Chief Executive Officer; Chief Operating Officer; Chief Financial Officer; Chief Investment Officer; Managing Director, Global Strategic Capital; President; Chief Human Resources Officer; Chief Legal Officer and Chief Energy and Sustainability Officer. The operating results reviewed by the EC include net operating income (“NOI”), the measure most consistent with U.S. GAAP.

Index

NOI from the Real Estate Segment is calculated directly from the Consolidated Statements of Income 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 Statements of Income as Strategic Capital Revenues less Strategic Capital Expenses.

Our EC analyzes the NOI of each reportable segment on a quarterly basis comparing actuals to prior period actuals, along with forecasted future amounts and utilizes operating metrics to understand and evaluate the performance of our operations and to allocate resources.

Below we present: (i) each reportable segment’s revenues from external customers to Total Revenues; (ii) each reportable segment’s expenses to Total Expenses; (iii) each reportable segment’s net operating income from external customers, calculated as each reportable segment's revenues less segment expenses, to Operating Income and Earnings Before Income Taxes; and (iv) each reportable segment’s assets to Total Assets.

The applicable components of Total Revenues, Total Expenses, Operating Income, Earnings Before Income Taxes and Total Assets in the Consolidated Financial Statements are allocated to each reportable segment’s revenues, expenses, net operating income and assets.

Items that are not directly assignable to a reportable segment, are not allocated but reflected as non-segment items (general and administrative expenses and real estate adjustments for depreciation and gains and losses on contributions and sales) due to how our CODM utilizes segment information for planning and execution of our business strategy.

Index

The following reportable segment net operating income and assets are presented in thousands:

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Revenues:
Real estate segment:
U.S.$1,959,698$1,819,965$5,814,191$5,359,141
Other Americas48,97334,604141,20995,486
Europe36,83328,85895,22683,286
Asia18,02617,59548,13744,530
Total real estate segment2,063,5301,901,0226,098,7635,582,443
Strategic capital segment:
U.S.51,00546,388149,083137,517
Other Americas22,15416,34265,93373,785
Europe54,16749,843159,247141,745
Asia23,02522,79464,38965,474
Total strategic capital segment150,351135,367438,652418,521
Total revenues2,213,8812,036,3896,537,4156,000,964
Expenses:
Real estate segment:
U.S. (1)(459,261)(416,402)(1,394,588)(1,296,956)
Other Americas(10,073)(6,820)(28,255)(20,446)
Europe(18,387)(13,738)(51,814)(32,637)
Asia(5,638)(6,148)(16,337)(16,249)
Total real estate segment(493,359)(443,108)(1,490,994)(1,366,288)
Strategic capital segment:
U.S. (1)(34,290)(30,594)(93,331)(106,273)
Other Americas(6,066)(4,020)(15,599)(17,041)
Europe(18,149)(17,617)(53,797)(59,402)
Asia(10,765)(9,111)(32,237)(27,973)
Total strategic capital segment(69,270)(61,342)(194,964)(210,689)
Total expenses**(**562,629)**(**504,450)**(**1,685,958)**(**1,576,977)
Segment net operating income:
Real estate segment:
U.S. (1)1,500,4371,403,5634,419,6034,062,185
Other Americas38,90027,784112,95475,040
Europe18,44615,12043,41250,649
Asia12,38811,44731,80028,281
Total real estate segment1,570,1711,457,9144,607,7694,216,155
Strategic capital segment:
U.S. (1)16,71515,79455,75231,244
Other Americas16,08812,32250,33456,744
Europe36,01832,226105,45082,343
Asia12,26013,68332,15237,501
Total strategic capital segment81,08174,025243,688207,832
Total segment net operating income1,651,2521,531,9394,851,4574,423,987
Non-segment items:
General and administrative expenses(110,662)(98,154)(332,234)(316,041)
Depreciation and amortization expenses(647,999)(649,265)(1,957,278)(1,924,075)
Gains on dispositions of development properties and land, net15,43532,00553,363159,487
Gains on other dispositions of investments in real estate, net32,235434,446116,078651,306
Operating income940,2611,250,9712,731,3862,994,664
Earnings from unconsolidated entities, net92,82784,749268,418259,558
Interest expense(258,274)(230,113)(741,891)(631,700)
Foreign currency, derivative and other gains (losses) and other income (expense), net100,981(37,942)(53,506)62,774
Gains (losses) on early extinguishment of debt, net---536
Earnings before income taxes$875,795$1,067,665$2,204,407$2,685,832

Index

September 30, 2025December 31, 2024
Segment assets:
Real estate segment:
U.S.$78,157,066$76,857,293
Other Americas3,140,4262,814,141
Europe3,127,8162,554,514
Asia1,117,166719,810
Total real estate segment85,542,47482,945,758
Strategic capital segment: (2)
U.S.10,49910,499
Europe25,28025,280
Asia171167
Total strategic capital segment35,95035,946
Total segment assets85,578,42482,981,704
Non-segment items:
Investments in and advances to unconsolidated entities10,543,05710,079,448
Assets held for sale or contribution358,851248,511
Cash and cash equivalents1,186,0221,318,591
Other assets674,787700,655
Total non-segment items12,762,71712,347,205
Total assets$98,341,141$95,328,909

(1)

This includes compensation and personnel costs for employees who were located in the U.S. but also support other geographies.

(2)

Represents management contracts and goodwill recorded in connection with business combinations associated with the Strategic Capital Segment. Goodwill was $25.3 million at September 30, 2025 and December 31, 2024.

NOTE 11. S****UPPLEMENTAL CASH FLOW INFORMATION

Our significant noncash investing and financing activities for the nine months ended September 30, 2025 and 2024 included the following:

We recognized lease right-of-use assets and lease liabilities related to leases in which we are the lessee within Other Assets and Other Liabilities on the Consolidated Balance Sheets, including any new leases, renewals and modifications of $50.0 million in 2025 and $48.9 million in 2024 for both assets and liabilities.

We capitalized $26.6 million and $34.1 million in 2025 and 2024, respectively, of equity-based compensation expense.

We received $46.8 million and $568.1 million in 2025 and 2024, respectively, of ownership interests in certain unconsolidated co-investment ventures, primarily as a portion of our proceeds from the contribution of properties to these entities.

We issued 2.0 million and 1.4 million shares in 2025 and 2024, respectively, of the Parent’s common stock upon redemption of an equal number of common limited partnership units in the OP.

We acquired the ownership interest of our partner in an unconsolidated venture in 2024 and began consolidating the properties.

We reinvested a distribution from an unconsolidated co-investment venture of $51.1 million in 2024.

We recognized a $150.1 million liability for installment payments related to an acquisition of land in 2024. This liability was paid in full at March 31, 2025.

We paid $711.3 million and $572.7 million for interest, net of amounts capitalized, during the nine months ended September 30, 2025 and 2024, respectively.

We paid $105.7 million and $104.7 million for income taxes, net of refunds, during the nine months ended September 30, 2025 and 2024, respectively.

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Re****port of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Prologis, Inc.:

Results of Review of Interim Financial Information

We have reviewed the consolidated balance sheet of Prologis, Inc. and subsidiaries (the Company) as of September 30, 2025, the related consolidated statements of income, comprehensive income, and equity for the three-month and nine-month periods ended September 30, 2025 and 2024, the related consolidated statements of cash flows for the nine-month periods ended September 30, 2025 and 2024, and the related notes (collectively, the consolidated interim financial information). Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial information for it to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2024, and the related consolidated statements of income, comprehensive income, equity, and cash flows for the year then ended (not presented herein); and in our report dated February 14, 2025, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2024 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

This consolidated interim financial information is the responsibility of the Company’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our reviews in accordance with the standards of the PCAOB. A review of consolidated interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

/s/ KPMG LLP

Denver, Colorado October 28, 2025

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Report of Independent Registered Public Accounting Firm

To the Partners of Prologis, L.P. and the Board of Directors of Prologis, Inc.:

Results of Review of Interim Financial Information

We have reviewed the consolidated balance sheet of Prologis, L.P. and subsidiaries (the Operating Partnership) as of September 30, 2025, the related consolidated statements of income, comprehensive income, and capital, for the three-month and nine-month periods ended September 30, 2025 and 2024, the related consolidated statements of cash flows for the nine-month periods ended September 30, 2025 and 2024, and the related notes (collectively, the consolidated interim financial information). Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial information for it to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Operating Partnership as of December 31, 2024, and the related consolidated statements of income, comprehensive income, capital, and cash flows for the year then ended (not presented herein); and in our report dated February 14, 2025, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2024 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

This consolidated interim financial information is the responsibility of the Operating Partnership’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our reviews in accordance with the standards of the PCAOB. A review of consolidated interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

/s/ KPMG LLP

Denver, Colorado October 28, 2025

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