Prologis reports $817.1M net income

Cover page 4 changes

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For the quarterly period ended June September 30, 2026

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The number of shares of Prologis, Inc. s common stock outstanding at July 24, October 26, 2026, was approximately 933,076,000 950,513,000 .

This report combines the quarterly reports on Form 10-Q for the period ended June September 30, 2026, of Prologis, Inc. and Prologis, L.P. Unless stated otherwise or the context otherwise requires, references to Prologis, Inc. or the Parent mean Prologis, Inc. and its consolidated subsidiaries; and references to Prologis, L.P. or the Operating Partnership or the OP mean Prologis, L.P., and its consolidated subsidiaries. The terms the Company, Prologis, we, our or us means the Parent and the OP collectively.

The Parent is a real estate investment trust (a REIT ) and the general partner of the OP. At June September 30, 2026, the Parent owned a 98.01% 98.03% common general partnership interest in the OP and substantially all of the preferred units in the OP. The remaining 1.99% 1.97% common limited partnership interests are owned by unaffiliated investors and certain current and former directors and officers of the Parent.

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Financial statements 68 changes

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1,279 shares issued and outstanding and 100,000 authorized at June September 30, 2026 and December 31, 2025

Common stock ; $ 0.01 par value; 933,006 950,396 and 929,153 shares issued and outstanding at

June September 30, 2026 and December 31, 2025, respectively

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Foreign currency, derivative and other gains (losses) and other income (expense), net ( 122,829 ( 154,487 53,506

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Other comprehensive loss (income) attributable to noncontrolling interests ( 1,798 141 ( 5,486 691 ( 5,627

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Three Months Ended June September 30, 2026 and 2025

Balance at April July 1, 2026

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Issuance of stock in equity offering, net of

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Balance at June September 30, 2026

Balance at April July 1, 2025

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Balance at June September 30, 2025

Six Nine Months Ended June September 30, 2026 and 2025

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Issuance of stock in equity offering, net of

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Unrealized gains (losses) on derivative

derivative contracts, net

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Dividends ($ 2.14 3.21 per common share) and

Balance at June September 30, 2026

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Unrealized gains (losses) on derivative

derivative contracts, net

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Dividends ($ 2.02 3.03 per common share) and

Balance at June September 30, 2025

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Straight-lined rents and amortization of above and below market leases ( 326,901 501,708 ( 368,162 530,691

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Decrease (increase) in operating receivables from unconsolidated entities ( 41,599 54,659

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Gains on dispositions of development properties and land, net ( 372,179 423,717 ( 37,928 53,363

Gains on other dispositions of investments in real estate, net ( 303,489 359,924 ( 83,843 116,078

Unrealized foreign currency and derivative losses (gains), net ( 20,007 6,388

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Increase (decrease) in accounts payable and accrued expenses and other liabilities ( 5,653 ( 95,546

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Tenant improvements and lease commissions on previously leased space ( 257,775 435,258 ( 275,365 413,577 ( 97,283 195,773 ( 103,139 212,536

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Purchase of short-term investments

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Proceeds from issuance of common stock

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Net proceeds from (payments on) credit facilities and commercial paper ( 27,937

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See Note 11 12 for information on noncash investing and financing activities and other information.

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Foreign currency, derivative and other gains (losses) and other income (expense), net ( 122,829 ( 154,487 53,506

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Other comprehensive loss (income) attributable to noncontrolling interests ( 350 472 ( 1,368 326 ( 2,635 2,437

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Three Months Ended June September 30, 2026 and 2025

Balance at April July 1, 2026

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Issuance of units in exchange for contribution

of equity offering proceeds

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Distributions ($ 1.07 per common unit) and other

Balance at June September 30, 2026

Balance at April July 1, 2025

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Redemption of noncontrolling interests

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Distributions ($ 1.01 per common unit) and other

Balance at June September 30, 2025

Six Nine Months Ended June September 30, 2026 and 2025

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Issuance of units in exchange for contribution

of equity offering proceeds

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Unrealized gains (losses) on derivative

derivative contracts, net

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Distributions ($ 2.14 per common unit)

Distributions ($ 3.21 per common unit)

Balance at June September 30, 2026

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Unrealized gains (losses) on derivative

derivative contracts, net

1 unchanged paragraph

Distributions ($ 2.02 per common unit)

Distributions ($ 3.03 per common unit)

Balance at June September 30, 2025

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Straight-lined rents and amortization of above and below market leases ( 326,901 501,708 ( 368,162 530,691

4 unchanged paragraphs

Decrease (increase) in operating receivables from unconsolidated entities ( 41,599 54,659

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Gains on dispositions of development properties and land, net ( 372,179 423,717 ( 37,928 53,363

Gains on other dispositions of investments in real estate, net ( 303,489 359,924 ( 83,843 116,078

Unrealized foreign currency and derivative losses (gains), net ( 20,007 6,388

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Increase (decrease) in accounts payable and accrued expenses and other liabilities ( 5,653 ( 95,546

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Tenant improvements and lease commissions on previously leased space ( 257,775 435,258 ( 275,365 413,577 ( 97,283 195,773 ( 103,139 212,536

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Purchase of short-term investments

3 unchanged paragraphs

Proceeds from issuance of common partnership units in exchange for contributions from

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Net proceeds from (payments on) credit facilities and commercial paper ( 27,937

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See Note 11 12 for information on noncash investing and financing activities and other information.

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Note 1: GENERAL 5 changes

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 ("co-investment ventures"). 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 11 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 June September 30, 2026 , the Parent owned a 98.01 98.03 % common general partnership interest in the OP and substantially all of the preferred units in the OP. The remaining 1.99 1.97 % 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.

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Hedge Accounting Improvements. In December November 2025, the FASB issued an ASU to clarify and improve certain aspects of hedge accounting and address incremental the hedge accounting issues arising from global reference rate reform. The ASU targets guidance to more closely aligning align hedge accounting with the economics of an entity s entity's risk management activities. and clarifies strategies in financial reporting that can be utilized to enable entities to achieve and maintain hedge accounting for highly effective economic hedges of forecasted transactions. This standard is effective for the interim period ended March 31, 2027, and interim and annual periods thereafter, on a prospective basis. We do not expect the standard to have a material impact on our Consolidated Financial Statements.

Proposed Combination. On August 4, 2026, we entered into a definitive Co-operation Agreement with SEGRO plc ( SEGRO ) to acquire the entire issued and to be issued share capital of SEGRO (the Acquisition ). SEGRO shareholders will receive 0.0920 shares of Prologis common stock for each SEGRO share. SEGRO shareholders may elect a partial cash alternative of up to approximately 3.5 billion, representing 25 % of the total consideration based on a fixed price of 1,031.7 pence per SEGRO share, subject to a pro-rata scale-back. We will also include the SEGRO debt assumed in the total cost of the Acquisition. In connection with the Acquisition, Prologis is applying for a secondary listing of its common stock on the London Stock Exchange. The transaction was approved by SEGRO shareholders on September 28, 2026, and is subject to certain other closing conditions, including certain regulatory approvals. It is currently expected that, subject to the satisfaction or waiver of all relevant conditions, the Acquisition will be completed in the first half of 2027.

Issuance of Common Stock. On August 5, 2026, we completed an underwritten public offering of 15.0 million shares of our common stock (the Base Offering ). On August 7, 2026, we closed on the issuance and sale of an additional 2.25 million shares of common stock in connection with the underwriters' exercise of an option to purchase the additional shares pursuant to the underwriting agreement relating to the Base Offering (collectively, the Offering ). We received approximately $ 2.4 billion in net proceeds from the Offering. We invested $ 1.0 billion of these proceeds into short-term investments maturing between December 2026 and February 2027, which are included in Other Assets on the Consolidated Balance Sheets.

Properties 82 changes

(1) At June September 30, 2026 and December 31, 2025, our land was comprised of 8,387 7,984 and 8,815 acres, respectively.

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(1) In April 2026 , we acquired our partner's interest in an unconsolidated co-investment venture in Asia and consolidated 74 operating properties aggregating 23 million square feet.

(1) In April and July 2026, we acquired our partners' interests in two previously unconsolidated entities, resulting in consolidation of the underlying properties. The April acquisition related to a co-investment venture in Asia comprising 74 operating properties aggregating 23 million square feet, while the July acquisition related to an other venture in the U.S.

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We recognized have lease right-of-use assets of $ 799.5 835.3 million and $ 671.7 million within Other Assets and lease liabilities of $ 650.4 658.3 million and $ 643.5 million within Other Liabilities , principally for land and office space leases in which we are the lessee, in the Consolidated Balance Sheets at June September 30, 2026 and December 31, 2025 , respectively.

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Our investment balance ($) (4) (3)

Our weighted average ownership (5) (4)

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For the six nine months ended:

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

(1) During the six nine months ended June September 30, 2026 , we formed four new co-investment ventures with third-party investors: two development vehicles in the U.S., one stabilized vehicle in Europe and one acquisition vehicle in Asia. We contributed real estate properties, cash or a combination of both in exchange for equity ownership interests in these ventures. We account for our investment in these ventures under the equity method of accounting.

(3) I n April (2) During 2026 , we acquired our partner's interest in an unconsolidated co-investment venture in Asia and consolidated 74 operating properties aggregating 23 million square feet.

(4) (3) 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 June September 30, 2026 and December 31, 2025 , 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 our co-investment ventures in Japan. Core Logistics Fund.

(5) (4) 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.

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At June September 30, 2026 , our outstanding equity commitments were $ 930.5 884.0 million, primarily for our U.S. co-investment ventures. The equity commitments expire from 2026 to 2034 if they have not been previously called.

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We had investments in certain real estate properties that met the criteria to be classified as held for sale or contribution at June September 30, 2026 and December 31, 2025. 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, in each case 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; liabilities related to properties held for sale or contribution are included in Other Liabilities .

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

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The following table summarizes information about our available liquidity at June September 30, 2026 (in millions):

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Short-term investments (2)

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(2) These investments have original maturities of four to six months and mature between December 2026 and February 2027. They are included within Other Assets on the Consolidated Balance Sheets .

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The following table summarizes our Credit Facilities at June September 30, 2026 (principal in thousands):

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(1) The exchange rate used to calculate into U.S. dollars was the spot rate at June September 30, 2026 .

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(4) We may draw on both the 2025 Global Facility and 2026 Global Facility on a revolving basis in British pounds sterling, Canadian dollars, euro, euros, Japanese yen, Mexican pesos and U.S. dollars.

(5) In March 2026, we amended and restated one of our existing global senior credit facilities (the "2023 Global Facility") as the 2026 Global Facility.

We have commercial paper programs under which we may issue, repay and re-issue short-term unsecured commercial paper notes. T he borrowings under these programs are for general corporate purposes. The maturities 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 these programs. The following table summarizes our commercial paper programs at June September 30, 2026 (principal in thousands):

(1) The exchange rate used to calculate into U.S. dollars was the spot rate at June September 30, 2026 .

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(4) We may issue notes denominated in British pound pounds sterling, euros or U.S. dollars under our multicurrency program.

The following table summarizes the issuances of senior notes during the six nine months ended June September 30, 2026 (principal in thousands):

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In August 2026, we entered into an unsecured term loan agreement (the 2026 Term Loan ), with borrowing availability subject to the closing of the SEGRO acquisition and satisfaction of certain other conditions and aggregate commitments of 3.6 billion ($ 4.7 billion at September 30, 2026). Borrowings under the facility may be made in British pound sterling or euros and amounts prepaid or repaid may not be re-borrowed. Sterling-denominated borrowings bear interest at Daily Floating SONIA plus a margin based on the ratings grid, while euro-denominated borrowings bear interest at EURIBOR plus a margin based on the ratings grid. Based on our current credit ratings, the applicable margin is 0.7 %. The 2026 Term Loan matures one year after the closing date of the SEGRO acquisition and may be extended for two additional one-year periods, subject to payment of extension fees and certain conditions.

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Scheduled principal payments due on our debt for the remainder of 2026 and for each year through the period ended December 31, 2030, and thereafter were as follows at June September 30, 2026 (in thousands):

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Our Credit Facilities, senior notes and term loans outstanding at June September 30, 2026 were subject to certain financial covenants under their related documents. At June September 30, 2026, we were in compliance with all of our financial debt covenants.

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(1) Includes two partnerships that have issued limited partnership units to third parties. The limited partnership units outstanding at June September 30, 2026 and December 31, 2025 were exchangeable into cash or, at our option, 0.3 million shares of the Parent s common stock.

(2) At June September 30, 2026 and December 31, 2025 , limited partnership units in the OP were exchangeable into cash or, at our option, 11.5 million and 14.9 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 7.4 7.6 million and 6.9 million shares of the Parent s common stock, respectively. See further discussion of LTIP Units in Note 7 .

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The following table summarizes the activity for PSUs for the six nine months ended June September 30, 2026 (units in thousands):

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Balance at June September 30, 2026

The following table summarizes the activity for RSUs and LTIP Units for the six nine months ended June September 30, 2026 (units in thousands):

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Balance at June September 30, 2026

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Weighted average common shares outstanding Basic (2)

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Weighted average common shares outstanding Diluted (2) (3)

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Weighted average common partnership units outstanding Basic (2)

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Weighted average common units outstanding Diluted (2) (3)

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(2) The increase in shares/units between the periods is due to an equity offering in August 2026. See Note 1 for more information.

(2) (3) Our total weighted average potentially dilutive shares and units outstanding consisted of the following:

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

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Notional amounts at June September 30 ($)

Weighted average forward rate at June September 30

Active contracts at June September 30

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Unrealized gains (losses) on the change in fair value of outstanding contracts ( 91 ( 131 10

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

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Notional amounts at June September 30 ($)

Weighted average forward rate at June September 30

Active contracts at June September 30

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

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Notional amounts at June September 30 ($)

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Three Months Ended June September 30, 2026 and 2025

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Six Nine Months Ended June September 30, 2026 and 2025

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(1) We estimate an additional expense of that less than $ 2.1 1 million of expense will be reclassified to Interest Expense in the Consolidated Statements of Income over the next twelve months from June September 30, 2026 , 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 foreign currency denominated debt and accrued interest is included within other comprehensive income (loss), net.

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At June September 30, 2026 and December 31, 2025, 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 June September 30, 2026 and December 31, 2025, were classified as Level 2 of the fair value hierarchy.

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Acquired properties, certain assets we expect to sell or contribute and assets subject to impairment charges are significant nonfinancial assets that met the criteria to be measured at fair value on a nonrecurring basis. At June September 30, 2026 and December 31, 2025, 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.

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At June September 30, 2026 and December 31, 2025, 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 June September 30, 2026 and December 31, 2025, 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.

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NOTE 10. COMMITMENTS AND CONTINGENCIES

Our policies and practices related to environmental matters and litigation, as well as the nature of our off-balance-sheet arrangements, are described in our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no significant changes to our policies and practices from what was previously disclosed.

Off-Balance Sheet Liabilities

At September 30, 2026 , we had $ 749.1 million of outstanding performance and surety bonds and standby letters of credit, principally related to certain development and renewable energy projects.

In the normal course of business, we enter into build-to-suit arrangements with customers that obligate us to complete construction. At September 30, 2026 , we had approximately $ 1.9 billion of remaining estimated investment to complete consolidated development projects under such arrangements, which is expected to be funded as construction progresses. The amount ultimately invested may vary from these estimates based on changes in project scope, timing and construction costs.

At September 30, 2026, we did not guarantee any third-party debt of our unconsolidated co-investment ventures. See Note 3 for further discussion related to equity commitments to our unconsolidated co-investment ventures.

NOTE 10. 11. R EPORTABLE SEGMENTS

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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.

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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. At June September 30, 2026 , the EC consisted of the Chief Executive Officer; Chief Operating Officer; Chief Financial Officer; Chief Development Officer; Chief Legal Officer and General Counsel; Chief Administrative Officer/Chief Human Resources Officer; Chief Energy and Sustainability Officer and Managing Director, Strategic Capital. The operating results reviewed by the EC include net operating income ( NOI ), the measure most consistent with U.S. GAAP.

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Foreign currency, derivative and other gains (losses) and other income (expense), net ( 122,829 ( 154,487 53,506

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(2) Represents management contracts and goodwill recorded in connection with business combinations associated with the Strategic Capital Segment. Goodwill was $ 25.3 million at June September 30, 2026 and December 31, 2025 .

NOTE 11. 12. S UPPLEMENTAL CASH FLOW INFORMATION

Our significant noncash investing and financing activities for the six nine months ended June September 30, 2026 and 2025 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 $ 33.3 47.2 million in 2026 and $ 37.9 50.0 million in 2025 for both assets and liabilities.

We capitalized $ 20.7 28.2 million and $ 18.9 26.6 million in 2026 and 2025, respectively, of equity-based compensation expense.

We received $ 634.8 668.3 million and $ 29.1 46.8 million in 2026 and 2025, 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 recognized $ 716.6 million 1.1 billion in assumed debt and liabilities for future payments to third parties related to acquisitions of net investments in real estate in 2026.

We issued 3.5 million and 1.4 2.0 million shares in 2026 and 2025, respectively, of the Parent s common stock upon redemption of an equal number of common limited partnership units in the OP.

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We paid $ 571.7 823.6 million and $ 512.8 711.3 million for interest, net of amounts capitalized, during the six nine months ended June September 30, 2026 and 2025, respectively.

We paid $ 130.3 164.6 million and $ 91.6 105.7 million for income taxes, net of refunds, during the six nine months ended June September 30, 2026 and 2025 , respectively.

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and 2 more changes in the filing

MD&A 92 changes

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The statements in this report that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which we operate as well as management s beliefs and assumptions. Such statements involve uncertainties that could significantly impact our financial results. Words such as expects, anticipates, intends, plans, believes, seeks, aims, and estimates, including variations of such words and similar expressions, are intended to identify such forward-looking statements, which generally are not historical in nature. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future including statements relating to the combination with SEGRO plc ( SEGRO ), rent and occupancy growth, acquisition and development activity, including data center developments and power procurement related thereto, contribution and disposition activity, general conditions in the geographic areas where we operate, expectations regarding new lines of business, our debt, capital structure and financial position, our ability to earn revenues from co-investment ventures, or form new co-investment ventures and the availability of capital in existing or new co-investment ventures are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and, therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) international, national, regional and local economic and political climates and conditions; (ii) changes in global financial markets, interest rates and foreign currency exchange rates; (iii) increased or unanticipated competition for our properties; (iv) risks associated with acquisitions, dispositions and development of properties, including those specific to data center development and the integration of the operations of significant real estate portfolios; (v) maintenance of Real Estate Investment Trust ( REIT ) status, tax structuring and changes in income tax laws and rates; (vi) availability of financing and capital, the levels of debt that we maintain and our credit ratings; (vii) risks related to our investments in and management of our co-investment ventures, including our ability to establish new co-investment ventures; (viii) risks of doing business internationally, including currency risks; (ix) environmental uncertainties, including risks of natural disasters; (x) Prologis and SEGRO s ability to complete the combination on the proposed terms or on the anticipated timeline, or at all, including risks related and uncertainties relating to global pandemics; satisfying the conditions to the combination and relating to failure to realize the expected benefits or synergies of the combination; and (xi) those additional factors discussed under Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025. We undertake no duty to update any forward-looking statements appearing in this report except as may be required by law.

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At June September 30, 2026, we owned or had investments in, on a wholly owned basis or through co-investment ventures, properties and development projects expected to total approximately 1.3 billion square feet across the following geographies:

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Proposed Combination. On August 4, 2026, we entered into a definitive Co-operation Agreement with SEGRO to acquire the entire issued and to be issued share capital of SEGRO (the Acquisition ). SEGRO shareholders will receive 0.0920 shares of Prologis common stock for each SEGRO share. SEGRO shareholders may elect a partial cash alternative of up to approximately 3.5 billion, representing 25% of the total consideration based on a fixed price of 1,031.7 pence per SEGRO share, subject to a pro-rata scale-back. We will also include the SEGRO debt assumed in the total cost of the Acquisition. In connection with the Acquisition, Prologis is applying for a secondary listing of its common stock on the London Stock Exchange. The transaction was approved by SEGRO shareholders on September 28, 2026, and is subject to certain other closing conditions, including certain regulatory approvals. It is currently expected that, subject to the satisfaction or waiver of all relevant conditions, the Acquisition will be completed in the first half of 2027.

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Rental Operations. Rental operations comprise the largest component of our reportable segments and generally contributes 90% to 95% of our consolidated revenues, earnings and FFO. We collect rent from our customers through operating leases, including reimbursements for the majority of our property operating costs. Through our global footprint, we have a diversified lease portfolio and our revenues from in-place leases are contractual with fixed or inflation-linked escalations. For the trailing twelve months ended June September 30, 2026, the weighted average lease term for leases commenced in our consolidated operating portfolio was 68 66 months. We expect to generate earnings growth by increasing rents, maintaining high occupancy rates and controlling expenses. The primary driver of our revenue growth will be the rolling of in-place leases to current market rents upon lease expiration. We believe our active portfolio management, combined with the skills of our property management, maintenance, energy, sustainability and risk management teams allow us to maximize NOI across our portfolio. Substantially all of our consolidated rental revenue, NOI and cash flows from rental operations are generated in the U.S.

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(1) Rent change represents the percentage change in net effective rental rates (average rate over the lease term), on new and renewed leases, commenced during the period compared with previous net effective rental rates for the same respective spaces. Net effective rent ("NER") is calculated at the beginning of the lease using estimated total cash base rent to be received over the term and annualized, and excludes fair value lease amortization from acquisitions. Amounts derived in a currency other than the U.S. dollar have been translated using the average exchange rate from the previous twelve months. Trailing NER change is based on the twelve months immediately prior to the period ended.

Rent Growth . As a result of several years of market rent increases, our in-place leases have considerable upside potential to capture higher rents and drive future organic NOI growth. This is evident in the positive rent change we have experienced in every quarter since 2013. For lease rollovers during the three months ended June September 30, 2026, the increases to market on our share of the O&M portfolio resulted in increases of 36.9% 38.0% in NER. Rent change has remained strong, even after moderating from peak levels, reflecting healthy demand and embedded rent growth. We estimate that our share of the remaining lease mark-to-market is approximately 17% 16% (on an NER basis), which represents the amount by which current market rents exceed our in-place rents based on our share of the O&M portfolio at June September 30, 2026. This lease mark-to-market has remained meaningfully positive reflecting the accumulated rent growth embedded in our in-place leases remaining to be realized on rollover. As a result, we expect lease renewals to drive higher rental income over the coming years even without further market rent increases.

Value Creation from Development. Our global development program serves as a profitable way to expand our portfolio, build scale, serve customers and create value for investors. We create these opportunities by sourcing land either through direct ownership, option strategies or Covered Land Plays ("CLPs"), which we expect to redevelop. We primarily develop in our existing markets, focusing on logistics facilities while also pursuing higher-and-better-use conversions, such as data centers. A key enabler of these conversions is our energy procurement strategy. By leveraging our scale and relationships with utilities and energy providers, we are advancing on our strategy to secure reliable access to power that enhances the value of our land portfolio and enables us to convert select logistics sites into energy-ready data center developments and capture meaningful value creation consistent with our broader redevelopment strategy. Development activity accelerated during the first half of 2026, reflecting strengthening customer demand across our markets and we expect development opportunities to continue to accelerate during the remainder of the year.

Based on our current estimates, our consolidated land and other real estate investments, including options and CLPs, have the potential to support the development of $35.6 $34.9 billion ($40.6 ($39.7 billion on an O&M basis) of TEI of newly developed buildings. We measure the estimated value creation of a development project as the stabilized value above our TEI. As properties are completed and leased, we expect to capture the value creation principally through gains realized upon contributing these properties to unconsolidated co-investment ventures, data center sales and through increases in the NOI of the consolidated portfolio.

Strategic Capital Advantages. Our co-investment ventures provide third-party capital that enables us to grow our O&M portfolio, help self-fund our development activity through the sale or contribution of newly developed assets to these vehicles and generate substantial management fees. We raise capital to support the long-term growth of these ventures while maintaining significant investments of our own. In 2026, we formed four new co-investment ventures with third-party investors: two development vehicles in the U.S., one stabilized vehicle in Europe and one acquisition vehicle in Asia. At June September 30, 2026, the gross book value of the operating portfolio held by all of our unconsolidated co-investment ventures was $62.4 $62.8 billion across an aggregate of 548 million square feet. We plan to continue to grow this business and increase revenues by increasing our assets under management in existing and through newly formed ventures.

Balance Sheet Strength. We have a long-standing strategy to build and maintain a strong, flexible balance sheet by using conservative levels of financial leverage. At June September 30, 2026, the weighted average remaining term of our consolidated debt was 8 years and the weighted average interest rate was 3.3%. 3.2%. At June September 30, 2026, we had total available liquidity of $7.6 $8.8 billion. We continue to maintain low leverage as a percentage of our real estate investments and our market capitalization. Our low leverage, available liquidity and investment capacity in the co-investment ventures position us to capitalize on opportunistic value-added investments as they arise.

Our Efficient Scale. Drives Efficiency. We have scalable systems and infrastructure in place to grow both our consolidated and O&M portfolios with limited incremental general and administrative ("G&A") expenses, allowing us to focus additions to our workforce in growth areas of the business. Over time, we believe we can continue to grow NOI and strategic capital revenues organically and through accretive development and acquisition activity while further reducing G&A as a percentage of our investments in real estate.

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SUMMARY OF THE SIX NINE MONTHS ENDED JUNE SEPTEMBER 30, 2026

Our operating results during the six nine months ended June September 30, 2026 were strong, supported by healthy customer demand, high retention and robust leasing activity across our consolidated portfolio, with 100 million square feet of new leases signed (191 million square feet on an O&M basis).

We continued to benefit from the favorable mark-to-market of our existing leases, reflecting cumulative market rent growth over the past several years. As a result, rent change on rollover and same-store growth in our O&M portfolio remained strong. We believe we remain well-positioned for long-term revenue growth, supported by the embedded rent growth in our in-place lease portfolio. At June September 30, 2026, our lease mark-to-market remained meaningfully positive at approximately 17% 16% (on an NER and our share basis), reflecting the accumulated rent growth embedded in our in-place leases remaining to be realized on rollover.

These factors contributed to occupancy in our operating portfolio of 95.4% 95.5% at June September 30, 2026 and rent change on leases that commenced during the six nine months ended June September 30, 2026 of 34.2% 35.5% on a net effective basis, both metrics based on our ownership share.

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At June 30, 2026, we had total available liquidity of $7.6 billion, including available capacity on our credit facilities of $5.8 billion and unrestricted cash balances of $1.8 billion.

We acquired $1.9 $2.8 billion of net investments in real estate, including the acquisition acquisitions of our partners' interest interests in an unconsolidated co-investment venture in Asia and an unconsolidated other venture in the U.S.

We generated net proceeds of $2.0 $2.2 billion and realized net gains on real estate transactions of $676 $784 million, principally from the contribution of real estate properties and land to unconsolidated co-investment ventures in the U.S. and Europe and sales of properties to third parties in the U.S.

We earned promotes aggregating $83 $84 million ($49 ($39 million net of related strategic capital expenses, which includes stock compensation amortization for promotes earned in prior periods) primarily during the second quarter of 2026 from an unconsolidated co-investment venture in the Other Americas.

We commenced $3.0 $3.9 billion of TEI of consolidated development projects, including $2.1 billion of data center developments, reflecting continued expansion of our development platform.

We completed a public offering of 17.25 million shares of our common stock, generating approximately $2.4 billion in net proceeds. We invested $1.0 billion of these proceeds into short-term investments maturing between December 2026 and February 2027.

At September 30, 2026, our total debt was $36.8 billion with a weighted average term of 8 years and an effective interest rate of 3.2%. Our financing activities during the nine months ended September 30, 2026 included the following:

In March 2026, we amended and restated one of our global credit facilities, maintaining its $3.0 billion borrowing capacity while extending its maturity date to June 2030, with an option to extend to June 2031.

In May 2026, we established a Canadian dollar-denominated commercial paper program, under which we may issue, repay and re-issue short-term unsecured commercial paper notes ( CPNs ) up to C$1.0 billion ($702 ($705 million at June September 30, 2026). We are required to maintain available commitments under our credit facilities in an amount at least equal to the amount of the CPNs outstanding.

In August 2026, we entered into an unsecured term loan agreement (the 2026 Term Loan ) with aggregate commitments of 3.6 billion ($4.7 billion at September 30, 2026), with borrowing availability subject to the closing of the SEGRO acquisition and satisfaction of certain other conditions. Borrowings under the facility may be made in British pound sterling or euros and mature one year after the closing date of the SEGRO acquisition, with an option to extend two additional one-year periods.

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At September 30, 2026, we had total available liquidity of $8.8 billion, including available capacity on our credit facilities of $5.5 billion, unrestricted cash balances of $2.3 billion and short-term investments of $1.0 billion.

RESULTS OF OPERATIONS SIX NINE MONTHS ENDED JUNE SEPTEMBER 30, 2026 AND 2025

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Below is our NOI by segment per the Consolidated Financial Statements and a reconciliation of NOI by segment to Operating Income per the Consolidated Financial Statements for the six nine months ended June September 30 (in millions):

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See Note 10 11 to the Consolidated Financial Statements for more information on our segments and a reconciliation of each reportable segment s NOI to Operating Income and Earnings Before Income Taxes .

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Below are the components of Real Estate Segment NOI for the six nine months ended June September 30, derived directly from line items in the Consolidated Financial Statements (in millions):

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The $201 $326 million change in Real Estate Segment ( RES ) NOI for the six nine months ended June September 30 compared to the same period in 2025, was impacted by the following activities (in millions):

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(2) We calculate changes in NOI from development completions period over period by comparing the change in NOI generated on the pool of developments that completed on or after January 1, 2025 through June September 30, 2026.

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The following table summarizes consolidated development activity for the six nine months ended June September 30 (dollars and square feet in millions):

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At June September 30, 2026, the consolidated development portfolio, including properties under development and pre-stabilized properties, was expected to be completed before May 2028 February 2029 with a TEI of $5.7 $6.1 billion and was 43.2% 34.8% leased, including $2.5 $2.6 billion of TEI for data centers with power capacity of 680 megawatts. Our investment in the development portfolio was $2.7 $3.2 billion at June September 30, 2026.

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Below are the components of Strategic Capital Segment NOI for the six nine months ended June September 30, derived directly from the line items in the Consolidated Financial Statements (in millions):

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Below is additional detail of our Strategic Capital Segment revenues, expenses and NOI for the six nine months ended June September 30 (in millions):

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G&A expenses were $256 $384 million and $222 $333 million for the six nine months ended June September 30, 2026 and 2025, respectively. G&A expenses increased in 2026 compared to 2025, principally due to inflationary increases and higher compensation expenses. We capitalize certain internal costs that are incremental and directly related to our development and building improvement activities.

The following table summarizes capitalized G&A expenses for the six nine months ended June September 30 (dollars in millions):

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We recognized depreciation and amortization expenses of $1.4 $2.1 billion and $1.3 $2.0 billion for the six nine months ended June September 30, 2026 and 2025, respectively.

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Gains on the disposition of development properties and land were $372 $424 million and $38 $53 million for the six nine months ended June September 30, 2026 and 2025, respectively. principally from The increase in 2026 was primarily attributable to the contribution of real estate properties and land to unconsolidated co-investment ventures in the U.S. and Europe.

Gains on other dispositions of investments in real estate were $303 $360 million and $84 $116 million for the six nine months ended June September 30, 2026 and 2025, respectively, principally primarily from sales of properties to third parties in the U.S. during both years.

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(2) Calculated using the trailing twelve months four quarters immediately prior to the period ended.

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We define our same store population for the three months ended June September 30, 2026 as the properties in our O&M operating portfolio, including the property NOI for both consolidated properties and properties owned by the unconsolidated co-investment ventures, at January 1, 2025 and owned throughout the same three-month period in both 2025 and 2026. We believe the drivers of property NOI for the consolidated portfolio are generally the same for the properties owned by the ventures in which we invest and therefore we evaluate the same store metrics of the O&M portfolio based on Prologis ownership in the properties ( Prologis Share ). The same store population excludes properties held for sale to third parties, along with development properties that were not stabilized at the beginning of the period (January 1, 2025) and properties acquired or disposed of to third parties during the period. To derive an appropriate measure of period-to-period operating performance, we remove the effects of foreign currency exchange rate movements by using the reported period-end exchange rate to translate from local currency into the U.S. dollar, for both periods.

As non-GAAP financial measures, the same store metrics have certain limitations as an analytical tool and may vary among real estate companies. As a result, we provide a reconciliation of Rental Revenues less Rental Expenses ( Property NOI ) (from our Consolidated Financial Statements prepared in accordance with U.S. GAAP) to our Same Store Property NOI measures, as follows for the three months ended June September 30 (dollars in millions):

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(2) We include the Property NOI for the same store portfolio for both consolidated properties and properties owned by the co-investment ventures based on our investment in the underlying properties. In order to calculate our share of Same Store Property NOI from the co-investment ventures in which we own less than 100%, we use the co-investment ventures underlying Property NOI for the same store portfolio and apply our ownership percentage at June September 30, 2026 to the Property NOI for both periods, including the properties contributed during the periods. We adjust the total Property NOI from the same store portfolio of the co-investment ventures by subtracting the third parties share of both consolidated and unconsolidated co-investment ventures.

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We recognized net earnings from unconsolidated entities, which are primarily accounted for using the equity method, of $241 $396 million and $176 $268 million for the six nine months ended June September 30, 2026 and 2025, respectively.

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The following table details our net interest expense for the six nine months ended June September 30 (dollars in millions):

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Interest expense increased during the six nine months ended June September 30, 2026, as compared to the same period in 2025, principally due to the issuance of senior notes to finance our acquisition and development activities and higher interest rates on new issuances. We issued $2.2 billion of senior notes during the six nine months ended June September 30, 2026 and $3.4 billion during the year ended December 31, 2025, with a weighted average interest rate of 4.3% and 4.2%, respectively, at the issuance date.

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We recognized foreign currency, derivative and other gains (losses) and other income (expense), net, of $219 million in gains and $54 million in losses for the nine months ended September 30, 2026 and 2025, respectively.

We recognized foreign currency, derivative and other gains (losses) and other income (expense), net, of $154 million in gains and $154 million in losses for the six months ended June 30, 2026 and 2025. This activity resulted principally from three types of transactions during the six nine months ended June September 30, 2026 and 2025: (i) interest income earned on short-term investments, sale of investment tax credits generated from our energy business and other income ($115 ($188 million and $26 $86 million, respectively); (ii) realized settlement of undesignated derivatives ($20 ($25 million of gains and $13 $16 million of gains, respectively); and (iii) unrealized changes in the fair value of undesignated derivatives and the remeasurement of the unhedged foreign debt that was designated as a nonderivative net investment hedge ($14 (less than $1 million of gains and $202 $166 million of losses, respectively).

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The following table summarizes our income tax expense (benefit) for the six nine months ended June September 30 (in millions):

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Net earnings attributable to noncontrolling interests represents the third-party investors share of the earnings generated in consolidated entities in which we do not own 100% of the equity, reduced by the third-party share of fees or promotes we earned during the period. We had net earnings attributable to noncontrolling interests of $125 $187 million and $98 $155 million for the six nine months ended June September 30, 2026 and 2025, respectively. Included in these amounts were $46 $62 million and $29 $48 million for the six nine months ended June September 30, 2026 and 2025, respectively, of net earnings attributable to the common limited partnership unitholders of Prologis, L.P.

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The key driver of changes in Accumulated Other Comprehensive Income (Loss) ( AOCI/L ) in the Consolidated Financial Statements during the six nine months ended June September 30, 2026 and 2025, was the currency translation adjustment derived from changes in exchange rates during both periods principally on our net investments in real estate outside the U.S. and the borrowings we issue in the functional currencies of the countries where we invest. These borrowings serve as a natural hedge of our foreign investments. In addition, we use derivative financial instruments, such as foreign currency contracts to manage foreign currency exchange rate risk related to our foreign investments and interest rate contracts to manage interest rate risk, that when designated the change in fair value is included in AOCI/L.

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RESULTS OF OPERATIONS THREE MONTHS ENDED JUNE SEPTEMBER 30, 2026 AND 2025

Except as separately discussed above, the changes in comprehensive income attributable to common stockholders and unitholders and its components for the three months ended June September 30, 2026, as compared to the three months ended June September 30, 2025, are similar to the changes for the six-month nine-month periods ended on the same dates.

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completion of the development and leasing of the properties in our consolidated development portfolio (at June September 30, 2026, 70 74 properties in our development portfolio were 43.2% 34.8% leased with a current investment of $2.7 $3.2 billion and a TEI of $5.7 $6.1 billion when completed and leased, leaving $3.0 approximately $2.9 billion of estimated additional required investment);

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repayment of debt and scheduled principal payments of $1.1 $1.2 billion in the remainder of 2026 and $2.0 billion in 2027;

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available unrestricted cash balances ($1.8 billion at June 30, 2026);

available unrestricted cash balances and short-term investments ($2.3 billion and $1.0 billion respectively, at September 30, 2026);

available capacity under our current credit facility arrangements that allows us to borrow on a short-term basis, with maturities generally ranging from overnight to three months ($5.8 ($5.5 billion available at June September 30, 2026), including our commercial paper programs; and proceeds from the issuance of debt.

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(1) The weighted average remaining term for total debt outstanding at June September 30, 2026 and December 31, 2025 was 8 and 9 years, respectively.

At June September 30, 2026, our credit ratings were A from Standard and Poor's and A2 from Moody's, both with stable outlooks. These ratings support our ability to access capital at favorable interest rates. Adverse changes to our credit ratings could negatively affect our business and our future growth, particularly our refinancing and capital markets activities, our ability to manage debt maturities and our development and acquisition plans. A securities rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time by the issuing agency.

At June September 30, 2026, we were in compliance with all of our financial debt covenants. These covenants include customary financial covenants, such as maintaining debt service coverage, leverage and fixed charge coverage ratios.

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The following table summarizes the remaining equity commitments at June September 30, 2026 (dollars in millions):

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(1) The equity commitments for the co-investment ventures that operate in a different functional currency than the U.S. dollar were calculated using the foreign currency exchange rate at June September 30, 2026.

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The following table summarizes our cash flow activity for the six nine months ended June September 30 (in millions):

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Net increase (decrease) in cash and cash equivalents, including the effect of foreign currency exchange rates on cash (253 (133

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Cash provided by and used in operating activities, exclusive of changes in receivables and payables, was impacted by the following significant activities during the six nine months ended June September 30, 2026 and 2025:

Real Estate Segment. We generate the majority of our operating cash through the net revenues of our Real Estate Segment, including the recovery of our operating costs. Cash flows generated by the Real Estate Segment are impacted by our acquisition, development and disposition activities, which are among the drivers of NOI recognized during each period. See the Results of Operations section above for further explanation of our Real Estate Segment. The revenues from this segment include noncash adjustments for straight-lined rents and amortization of above and below market leases of $327 $502 million and $368 $531 million in 2026 and 2025, respectively.

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G&A expenses and equity-based compensation awards. We incurred $256 $384 million and $222 $333 million of G&A expenses in 2026 and 2025, respectively. We recognized equity-based, noncash compensation expenses of $116 $166 million and $97 $142 million in 2026 and 2025, respectively, which were recorded to Rental Expenses in the Real Estate Segment, Strategic Capital Expenses in the Strategic Capital Segment and G&A Expenses in the Consolidated Statements of Income.

Operating distributions from unconsolidated entities. We received $328 $530 million and $292 $455 million of distributions as a return on our investment from the cash flows generated from the operations of our unconsolidated entities in 2026 and 2025, respectively.

Cash paid for interest, net of amounts capitalized. We paid interest, net of amounts capitalized, of $572 $824 million and $513 $711 million in 2026 and 2025, respectively.

Cash paid for income taxes, net of refunds. We paid income taxes, net of refunds, of $130 $165 million and $92 $106 million in 2026 and 2025, respectively.

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Cash provided by investing activities is driven by proceeds from the sale of real estate assets that include the contribution of properties we developed to our unconsolidated co-investment ventures as well as the sale of data centers and non-strategic operating properties. Cash used in investing activities is principally driven by our capital deployment activities of investing in the development of operating properties and data centers, acquisitions and capital expenditures as discussed above. Acquisition activity includes operating properties, real estate portfolios, land for future development and other real estate assets that we acquired with the intent to redevelop in the future. See Note 2 to the Consolidated Financial Statements for further information on these activities. In addition, the following significant transactions also impacted our cash used in and provided by investing activities during the six nine months ended June September 30, 2026 and 2025:

Investments in and advances to our unconsolidated entities. We invested cash in our unconsolidated entities of $241 $383 million and $33 $51 million in 2026 and 2025, respectively, representing our proportionate share, for the acquisition of properties, development and repayment of debt by the ventures. See Note 3 to the Consolidated Financial Statements for more detail on our unconsolidated co-investment ventures.

Return of investment from unconsolidated entities. We received distributions from unconsolidated entities as a return of investment of $217 $306 million and $59 $76 million in 2026 and 2025, respectively, representing our proportionate share. Included in these amounts were distributions from venture activities, including proceeds from property sales, debt refinancing and the redemption of our investment in certain unconsolidated entities.

Net payments on the settlement of net investment hedges. We made net payments of $2 $3 million and $5 $14 million for the settlement of net investment hedges in 2026 and 2025, respectively. See Note 9 to the Consolidated Financial Statements for further information on our derivative transactions.

Purchase of short-term investments. We invested $1.0 billion and 150 million ($177 million at September 30, 2025) of cash into short-term investments with maturity dates ranging from four to six months during the nine months ended September 30, 2026 and 2025, respectively.

Proceeds from maturity of short-term investments. We received 151 million ($176 million) of cash upon the maturity of a short-term money market during the six nine months ended June September 30, 2026. which had an original maturity of four months.

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Our repurchase of and payments on debt and proceeds from the issuance of debt consisted of the following activity for the six nine months ended June September 30 (in millions):

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and 12 more changes in the filing

Market risk 6 changes

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We monitor our market risk exposures using a sensitivity analysis. Our sensitivity analysis estimates the exposure to market risk sensitive instruments assuming a hypothetical 10% adverse change in foreign currency exchange rates or interest rates at June September 30, 2026. The results of the sensitivity analysis are summarized in the following sections. The sensitivity analysis is of limited predictive value. As a result, revenues and expenses, as well as our ultimate realized gains or losses with respect to foreign currency exchange rate and interest rate fluctuations will depend on the exposures that arise during a future period, hedging strategies at the time and the prevailing foreign currency exchange rates and interest rates.

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We are exposed to foreign currency exchange variability related to investments in and earnings from our foreign investments. Foreign currency market risk is the possibility that our results of operations or financial position could be better or worse than planned because of changes in foreign currency exchange rates. We primarily mitigate this risk by borrowing in the currencies where we invest, creating a natural hedge. In addition, we use derivative financial instruments, such as foreign currency contracts designated as net investment hedges, which offset translation adjustments on the net assets of our foreign investments. At June September 30, 2026, after consideration of our ability to borrow in the foreign currencies in which we invest and also derivative and nonderivative financial instruments as discussed in Note 9 to the Consolidated Financial Statements, we had minimal net equity denominated in a currency other than the U.S. dollar.

For the six nine months ended June September 30, 2026, $410 $625 million or 8.7% 8.8% of our total consolidated revenue was denominated in foreign currencies. We enter into foreign currency contracts that we do not designate, such as forwards, to reduce the impact from fluctuations in foreign currency associated with the translation of the future earnings of our international subsidiaries. At June September 30, 2026, we had foreign currency contracts denominated principally in British pound sterling, Canadian dollar, euro and Japanese yen, with an aggregate notional amount of $1.4 $1.5 billion. As we do not designate these foreign currency contracts as hedges, the gain or loss on settlement is included in our earnings and offsets the lower or higher translation of earnings from our investments denominated in currencies other than the U.S. dollar. Although the impact to net earnings is mitigated through higher translated U.S. dollar earnings from these currencies, a weakening of the U.S. dollar against these currencies by 10% could result in a $143 $148 million cash payment on settlement of these contracts.

We are also exposed to the impact of interest rate changes on future earnings and cash flows. To mitigate that risk, we generally borrow with fixed rate debt and we may use derivative instruments to fix the interest rate on our variable rate debt. At June September 30, 2026, $35.7 $35.9 billion of our debt bore interest at fixed rates and therefore the fair value of these instruments was affected by changes in market interest rates. At June September 30, 2026, $1.3 $1.5 billion of our debt bore interest at variable rates. The following table summarizes the future repayment of debt and scheduled principal payments at June September 30, 2026 (dollars in millions):

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Credit facilities and commercial

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At June September 30, 2026, the weighted average effective interest rate on our variable rate debt was 2.9%, 3.0%, which was calculated using an average balance on our credit facilities throughout the year and our other variable rate debt balances at June September 30, 2026. Changes in interest rates can cause interest expense to fluctuate on our variable rate debt. On the basis of our sensitivity analysis, a 10% increase in interest rates on our average outstanding variable rate debt balances would result in additional annual interest expense of $4 $5 million, which equates to a change in interest rates of 29 30 basis points on our average outstanding variable rate debt balances and 1 basis point on our average total debt balances.

Controls and procedures 4 changes

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Prologis, Inc. carried out an evaluation under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Securities and Exchange Act of 1934, as amended (the Exchange Act ), at June September 30, 2026. Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms.

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During the quarter ended June September 30, 2026, we continued the implementation of a new financial system to further automate our global close and consolidation processes and the related controls. There have been no other changes in Prologis, Inc. s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended June September 30, 2026 that have materially affected, or are reasonably likely to materially affect, Prologis, Inc. s internal control over financial reporting.

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Prologis, L.P. carried out an evaluation under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Exchange Act at June September 30, 2026. Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms.

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During the quarter ended June September 30, 2026, we continued the implementation of a new financial system to further automate our global close and consolidation processes and related controls. There have been no other changes in Prologis, L.P. s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended June September 30, 2026 that have materially affected, or are reasonably likely to materially affect, Prologis, L.P. s internal control over financial reporting.

Risk factors 1 change

At June September 30, 2026, no material changes had occurred in our risk factors as discussed in Item 1A. in our Annual Report on Form 10-K for the year ended December 31, 2025.

Unregistered sales of stock 1 change

During the quarterly period ended June September 30, 2026, we issued 0.6 0.1 million shares of common stock of Prologis, Inc. in connection with the redemption of common units of Prologis, L.P. pursuant to the terms of the limited partnership agreement of Prologis, L.P. These issuances were made in reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, afforded by Section 4(a)(2) thereof.

Other information 3 changes

Possible Combination of SEGRO and Prologis

On July 22, 2026, the Company announced its Best and Final Proposal (the Proposal ) to acquire the entire issued and to be issued share capital of SEGRO plc ( SEGRO ). The Proposal consisted of 0.0920 shares of Prologis common stock for each SEGRO share and a partial cash alternative of up to approximately 3.5 billion, representing 25% of the total consideration at a fixed price of 1,031.7 pence per SEGRO share, subject to a pro-rata scale-back. Later that day, the Board of SEGRO announced that it had unanimously concluded that the financial terms of the Company s Proposal are at a level that it would be minded to recommend to SEGRO shareholders should a firm intention to make an offer be announced by the Company on such financial terms, subject to satisfactory completion of confirmatory due diligence by the Company, and agreement on all other terms and conditions of the offer and definitive transaction documentation. The Board of SEGRO also announced that it had requested, and the Takeover Panel had consented to, an extension to the date by which the Company is required either to announce a firm intention to make an offer for SEGRO or to announce that it does not intend to make an offer, to no later than 5.00 pm BST on August 12, 2026. There can be no certainty that an offer for SEGRO will be made.

On June 3, During the quarterly period ended September 30, 2026 , Daniel S. Letter , none of our Chief Executive Officer , terminated a directors or officers (as defined in Rule 10b5-1 trading arrangement intended to satisfy 16a-1(f) under the affirmative defense of Rule 10b5-1(c) and originally Exchange Act) adopted on December 30, 2025, for the sale of up to 60,000 shares of Prologis, Inc. common stock through March 31, 2027. No other or terminated any Rule 10b5-1 trading arrangements arrangement or non-Rule 10b5-1 trading arrangements arrangement (as such terms are defined in Item 408 of Regulation S-K under the Exchange Act). were entered into or terminated by our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) during the quarterly period ended June 30, 2026.

Exhibits 15 changes

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Form of Officers Certificate related to the 4.250% Notes due 2031 (incorporated by reference to Exhibit 4.1 to Prologis' Current Report on Form 8-K filed April 23, 2026).

Form of Officers Certificate related to the 4.900% Notes due 2036 (incorporated by reference to Exhibit 4.3 to Prologis' Current Report on Form 8-K filed April 23, 2026) .

Form of 4.900% Notes due 2036 (incorporated by reference to Exhibit 4.4 to Prologis' Current Report on Form 8-K filed April 23, 2026) .

Form of Officers Certificate related to the 4.250% Notes due 2034 (incorporated by reference to Exhibit 4.1 to Prologis' Current Report on Form 8-K filed April 27, 2026).

Form of 4.250% Notes due 2034 (incorporated by reference to Exhibit 4.2 to Prologis' Current Report on Form 8-K filed April 27, 2026).

Form of Officers' Certificate related to the 2.527% Notes due 2030 (incorporated by reference to Exhibit 4.1 to Prologis' Current Report on Form 8-K filed on June 11, 2026).

Form of 2.527% Notes due 2030 (incorporated by reference to Exhibit 4.2 to Prologis' Current Report on Form 8-K filed on June 11, 2026).

Form of Officers' Certificate related to the 3.389% Notes due 2035 (incorporated by reference to Exhibit 4.3 to Prologis' Current Report on Form 8-K filed on June 11, 2026).

Form of 3.389% Notes due 2035 (incorporated by reference to Exhibit 4.4 to Prologis' Current Report on Form 8-K filed on June 11, 2026).

Form of Officers' Certificate related to the 3.905% Notes due 2041 (incorporated by reference to Exhibit 4.5 to Prologis' Current Report on Form 8-K filed on June 11, 2026).

Form of 3.905% Notes due 2041 (incorporated by reference to Exhibit 4.6 to Prologis' Current Report on Form 8-K filed on June 11, 2026).

Co-operation Agreement, dated as of August 4, 2026, between Prologis, Inc. and SEGRO plc (incorporated by reference to Exhibit 2.1 to Prologis Current Report on Form 8-K filed on August 4, 2026).

Form Term Loan Credit Agreement, dated as of 4.250% Notes due 2031 August 4, 2026 (incorporated by reference to Exhibit 4.2 10.1 to Prologis' Current Report on Form 8-K filed April 23, August 4, 2026). .

First Amendment to Term Loan Credit Agreement and Borrower Accession Agreement, dated as of September 1, 2026

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Date: October 28, 2026