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 23, 2021

PROLOGIS, INC.

PROLOGIS, L.P.

(Exact name of registrant as specified in charter)

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):

Securities registered pursuant to Section 12(b) of the Act:

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 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Prologis, L.P. (the “Operating Partnership”) expects that Prologis Yen Finance LLC (the “Company”) will close the issuance and sale of the Notes (defined below) on June 29, 2021. The information under Item 8.01 is incorporated herein by reference.

Item 8.01 Other Events.

On June 23, 2021 the Company priced an offering of (i) ¥9,300,000,000 aggregate principal amount of its 0.448% Notes due 2028 (the “2028 Notes”), (ii) ¥11,700,000,000 aggregate principal amount of its 0.564% Notes due 2031 (the “2031 Notes”), (iii) ¥28,900,000,000 aggregate principal amount of its 0.885% Notes due 2036 (the “2036 Notes”), (iv) ¥11,100,000,000 aggregate principal amount of its 1.134% Notes due 2041 (the “2041 Notes”) and (v) ¥4,000,000,000 aggregate principal amount of its 1.550% Notes due 2061 (the “2061 Notes” and, together with the 2028 Notes, the 2031 Notes, the 2036 Notes and the 2041 Notes, the “Notes”). In connection with the offering, the Company and the Operating Partnership entered into an Underwriting Agreement, dated June 23, 2021 (the “Underwriting Agreement”), with Mizuho Securities USA LLC, Morgan Stanley & Co. International plc, SMBC Nikko Securities America, Inc. and the other underwriters named in Schedule A thereto (the “Underwriters”), pursuant to which the Company agreed to sell and the Underwriters agreed to purchase the Notes, subject to and upon the terms and conditions set forth therein. A copy of the Underwriting Agreement has been filed as an exhibit to this Current Report and is incorporated herein by reference.

The Notes are being issued under an indenture, dated September 25, 2018 (the “Base Indenture”), among the Company, the Operating Partnership and U.S. Bank National Association, as trustee, as supplemented by a first supplemental indenture, dated September 25, 2018 (the Base Indenture, as supplemented by the first supplemental indenture, the “Indenture”).

The net proceeds to the Company from the sale of the Notes, after the Underwriter’s discount and offering expenses, are estimated to be approximately ¥64.5 billion, or $585.1 million, based on the yen/U.S. dollar rate of exchange as of June 18, 2021. The Company intends to lend or distribute the net proceeds from the offering of the Notes to the Operating Partnership who intends to use the amounts received to repay borrowings under the Operating Partnership’s Japanese yen revolving credit agreement and any remaining proceeds for general corporate purposes, including to repay, repurchase or tender for other indebtedness.

The 2028 Notes will bear interest at the rate of 0.448% per annum and mature on June 29, 2028. The 2031 Notes will bear interest at the rate of 0.564% per annum and mature on June 27, 2031. The 2036 Notes will bear interest at the rate of 0.885% per annum and mature on June 27, 2036. The 2041 Notes will bear interest at the rate of 1.134% per annum and mature on June 28, 2041. The 2061 Notes will bear interest at the rate of 1.550% per annum and mature on June 29, 2061. The Notes will be senior unsecured obligations of the Company and will be fully and unconditionally guaranteed by the Operating Partnership.

On or after April 29, 2028 for the 2028 Notes (two months prior to the maturity date), March 27, 2031 for the 2031 Notes (three months prior to the maturity date), March 27, 2036 for the 2036 Notes (three months prior to the maturity date) and December 29, 2060 for the 2061 Notes (six months prior to the maturity date), such series of Notes will be redeemable in whole or in part, at the Company’s option, at a redemption price equal to 100% of the principal amount of the series of Notes to be redeemed, plus accrued and unpaid interest, if any, on the principal amount being redeemed to, but not including, the redemption date. The 2041 Notes are not be redeemable prior to maturity, except as noted below

The Company may also redeem the Notes in whole, but not in part, in the event of certain developments affecting tax law in the United States (or any taxing authority thereof or therein) at a redemption price equal to 100% of the principal amount of the applicable series of Notes to be redeemed, plus accrued and unpaid interest, if any, on the principal amount being redeemed to, but excluding, the redemption date.

The Indenture governing the Notes restricts, among other things, the Operating Partnership’s and its subsidiaries ability to incur additional indebtedness and to merge or consolidate with any other person or sell, assign, transfer, lease, convey or otherwise dispose of substantially all of its assets.

The Notes are being issued pursuant to the Registration Statement (File No. 333-237366) that the Company and the Operating Partnership filed with the Securities and Exchange Commission (the “SEC”) relating to the public offering from time to time of securities of the Company and the Operating Partnership pursuant to Rule 415 of the Securities Act of 1933, as amended. In connection with filing with the SEC a definitive prospectus supplement, dated June 23, 2021, and base prospectus, dated March 24, 2020, relating to the public offering of the Notes and corresponding guarantees, the Company and the Operating Partnership are filing the Underwriting Agreement with this Current Report as an exhibit to such Registration Statement. See “Item 9.01 – Financial Statements and Exhibits.”

This Current Report does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following documents have been filed as exhibits to this report and are incorporated by reference herein as described above.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.