filings.toolsPrologis 8-K 2026-06-29
Filed 2026-07-01. 1 sections, 5K characters. Original on sec.gov · Markdown · JSON
Form 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 29, 2026
PROLOGIS, INC.
PROLOGIS, L.P.
(Exact name of registrant as specified in charter)
| Maryland (Prologis, Inc.) Delaware (Prologis, L.P.) | 001-13545 (Prologis, Inc.) 001-14245 (Prologis, L.P.) | 94-3281941 (Prologis, Inc.) 94-3285362 (Prologis, L.P.) | ||
| (State or other jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| Pier 1, Bay 1, San Francisco, California | 94111 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrants’ Telephone Number, including Area Code: (415) 394-9000
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||
| Prologis, Inc. | Common Stock, $0.01 par value | PLD | New York Stock Exchange | |||
| Prologis, L.P. | 2.250% Notes due 2029 | PLD/29 | New York Stock Exchange | |||
| Prologis, L.P. | 5.625% Notes due 2040 | PLD/40 | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors ; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
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On June 29, 2026, the board of directors (the “Board”) of Prologis, Inc. (“Prologis”) appointed Alfred F. Kelly, Jr. to serve as a director. The Board determined that Mr. Kelly is independent in accordance with applicable New York Stock Exchange and Securities and Exchange Commission rules and regulations. Mr. Kelly is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation
S-K,
and there are no arrangements or understandings between Mr. Kelly and any other person pursuant to which he was selected as a director. Mr. Kelly will join the Board Governance and Nomination Committee. He will receive compensation under Prologis’
non-employee
director compensation program, as described in the section titled “Director Compensation” in Prologis’ definitive proxy statement for its 2026 Annual Meeting of Stockholders, filed on March 19, 2026, which description is incorporated by reference herein.
A copy of the press release announcing the appointment of Mr. Kelly to the Board is attached as Exhibit 99.1 hereto and is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits . |
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| (d) | Exhibits |
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| Exhibit No. | Description | |
| 99.1 | Press Release, dated July 1, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
| PROLOGIS, INC. | ||||||
| Date: July 1, 2026 | By: | /s/ Deborah K. Briones | ||||
| Name: | Deborah K. Briones | |||||
| Title: | Chief Legal Officer and General Counsel | |||||
| PROLOGIS, L.P. | ||||||
| By: Prologis, Inc., its General Partner | ||||||
| By: | /s/ Deborah K. Briones | |||||
| Date: July 1, 2026 | Name: | Deborah K. Briones | ||||
| Title: | Chief Legal Officer and General Counsel |