Prologis, Inc. and Prologis, L.P. filed a Form 8-K with the SEC on October 30, 2026, disclosing the entry into a new Equity Distribution Agreement establishing an at-the-market common stock offering program with an aggregate offering price of up to $5,000,000,000.

Key Highlights

  • Program size: The new at-the-market program permits the issuance and sale of shares of common stock, par value $0.01 per share, having an aggregate offering price of up to $5,000,000,000.
  • Agreement date: The Equity Distribution Agreement was entered into on October 30, 2026, replacing the prior equity distribution agreement dated May 5, 2020.
  • Managers: Twenty-seven named financial institutions were appointed as sales agents under the Agreement, including Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, and Wells Fargo Securities, LLC, among others.
  • Forward Purchasers: Twenty-one named entities were designated as Forward Purchasers under the Agreement.
  • Registration statement: Shares will be offered pursuant to Form S-3 (No. 333-289636), which became effective on August 15, 2025, and a prospectus supplement dated October 30, 2026.
  • Exchange and ticker: Prologis, Inc. common stock is listed on NYSE:PLD.

Prologis Replaces 2020 ATM Program with New $5 Billion Equity Distribution Agreement

According to the filing, Prologis, Inc. and its operating partnership, Prologis, L.P., entered into a new Equity Distribution Agreement on October 30, 2026. The Agreement "replaces the Company's existing 'at-the-market' program" and supersedes the equity distribution agreement the company entered into on May 5, 2020. Under the new arrangement, the company may issue and sell shares of its common stock, par value $0.01 per share, having an aggregate offering price of up to $5,000,000,000 in an "at the market" offering as defined in Rule 415 under the Securities Act of 1933.

The filing identifies twenty-seven Managers appointed to act as sales agents, including Academy Securities, Inc., BBVA Securities Inc., BNP Paribas Securities Corp., BNY Mellon Capital Markets, LLC, BofA Securities, Inc., BTIG, LLC, Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Goldman Sachs & Co. LLC, and others. Additionally, twenty-one entities are named as Forward Purchasers, including Banco Bilbao Vizcaya Argentaria, S.A., BNP Paribas, Bank of America, N.A., and JPMorgan Chase Bank, National Association, among others. The Agreement was filed as Exhibit 1.1 to the Current Report.

The shares are to be offered and sold under the company's shelf registration statement on Form S-3 (No. 333-289636), which became effective on August 15, 2025, and a prospectus supplement dated October 30, 2026. The filing states that the Current Report "does not constitute an offer to sell, or a solicitation of an offer to buy, any security." The report was signed by David Malinger, Senior Vice President and Assistant Secretary, on behalf of both Prologis, Inc. and Prologis, L.P.

What Was Disclosed

Prologis, Inc. and Prologis, L.P. disclosed the establishment of a new at-the-market equity offering program of up to $5,000,000,000 in aggregate offering price, replacing the prior 2020 program, through an Equity Distribution Agreement executed October 30, 2026, with twenty-seven sales agent managers and twenty-one forward purchasers.