Prologis, Inc. filed a Form 8-K on August 5, 2026, disclosing an underwritten public offering of 15,000,000 shares of common stock entered into on August 4, 2026, with net proceeds of approximately $2.1 billion expected to support general corporate purposes including a potential combination with SEGRO plc.

Key Highlights

  • Offering size: 15,000,000 shares of common stock, $0.01 par value per share, in an underwritten public offering.
  • Net proceeds: Approximately $2.1 billion after deducting estimated expenses, or approximately $2.4 billion if the underwriters' over-allotment option is exercised in full.
  • Over-allotment option: The company granted underwriters an option to purchase an additional 2,250,000 shares, exercisable for 30 days from August 4, 2026.
  • Underwriters: J.P. Morgan Securities LLC and BofA Securities, Inc. served as underwriters under the Underwriting Agreement dated August 4, 2026.
  • Lock-up period: The company agreed not to sell or transfer shares of common stock or convertible securities for 30 days after August 4, 2026, without prior written consent of the underwriters, subject to certain exceptions.
  • Intended use of proceeds: The Operating Partnership intends to use net proceeds for general corporate purposes, including to fund potential acquisitions such as SEGRO plc.

Prologis Discloses Equity Offering Details and SEGRO plc as Potential Use of Proceeds

According to the filing, Prologis, Inc. (New York Stock Exchange: PLD) entered into an Underwriting Agreement on August 4, 2026, with J.P. Morgan Securities LLC and BofA Securities, Inc. in connection with the public offering of 15,000,000 shares of its common stock. The offering was expected to close on August 5, 2026, and is being made pursuant to an effective shelf registration statement (File No. 333-289636), a base prospectus dated August 15, 2025, and a prospectus supplement dated August 4, 2026.

The company disclosed that it intends to contribute any cash proceeds from the offering to its operating partnership, Prologis, L.P., in exchange for the issuance of Operating Partnership units. The Operating Partnership intends to use such net proceeds for general corporate purposes, including to fund potential acquisitions such as SEGRO plc. The filing states: "There can be no assurance that the Company will complete the SEGRO plc combination on the proposed terms, on the anticipated timeline, or at all."

The Underwriting Agreement contains customary representations and warranties and indemnification provisions under which the company and the Operating Partnership agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. Venable LLP provided a legal opinion filed as Exhibit 5.1 regarding certain Maryland law issues concerning the shares issued and sold in the offering. The filing was signed by Alison Butler, Senior Vice President and Head of Corporate Legal, on behalf of both registrants.

What Was Disclosed

Prologis disclosed an underwritten public offering of 15,000,000 shares of common stock with expected net proceeds of approximately $2.1 billion, an over-allotment option for 2,250,000 additional shares, a 30-day lock-up on share transfers, and stated intended use of proceeds including a potential SEGRO plc combination.